Common use of No Solicitation Clause in Contracts

No Solicitation. The Company shall not, and shall not permit any of its Subsidiaries and their respective officers, directors, employees, representatives (including its investment bankers or attorneys), agents or affiliates to, directly or indirectly, encourage, solicit, initiate or participate in any way in any discussions or negotiations with, or provide any non-public information to, or afford any access to the properties, books or records of the Company or any of its Subsidiaries to, or otherwise assist or facilitate, any corporation, partnership, person or other entity or group (other than Parent or Sub or any affiliate or associate of Parent or Sub) concerning any Acquisition Transaction (as defined in Section 6.11 herein) or potential Acquisition Transaction; PROVIDED, HOWEVER, that nothing contained in this Agreement shall prohibit the Board of Directors of the Company from furnishing information to or entering into discussions or negotiations with any person or entity that makes an unsolicited bona fide proposal to engage in an Acquisition Transaction that the Board of Directors of the Company determines in good faith represents a financially superior transaction for the stockholders of the Company when compared to the Offer and the Merger if, and only to the extent that, the Board of Directors determines in good faith, following the receipt of advice of outside legal counsel, that failure to take any such action is reasonably likely to be a breach by the Board of Directors of its fiduciary duties to the stockholders of the Company under applicable law; and PROVIDED FURTHER, HOWEVER, that nothing contained in this Agreement shall prohibit the Company or its Board of Directors from taking and disclosing to the Company's stockholders a position with respect to a tender offer by a third party pursuant to Rules 14d-9 and 14e-2(a) promulgated under the Exchange Act. The Company will promptly notify Parent and Sub if any such information is requested from it or any such negotiations or discussions are sought to be initiated with the Company and will promptly communicate to Parent and Sub the terms of any proposal or inquiry and the identity of the party making such proposal or inquiry which it may receive in respect of any such transaction, including, in the case of written proposals or inquiries, furnishing Parent and Sub with a copy of such written proposal or inquiry (and all amendments and supplements thereto). Subject to the first sentence of this Section 6.02, the Company will and will cause its Subsidiaries, affiliates and their respective officers, directors, employees, representatives and agents to immediately cease and cause to be terminated any existing activities, discussions, or negotiations with any parties other than Parent, Sub or any of their respective affiliates or associates conducted heretofore with respect to any Acquisition Transaction. Except as is required in the exercise of the fiduciary duties of the Board of Directors of the Company as determined in good faith, following the receipt of advice of outside legal counsel, the Company agrees not to release any third party from any confidentiality or standstill agreement to which the Company is a party without Parent's prior written consent and to take all steps deemed necessary or appropriate by Parent to enforce to the fullest extent possible all such agreements.

No Solicitation. (i) The Company shall not, Seller and shall not permit any of its Subsidiaries subsidiaries and their respective officers, directors, employees, representatives (including its investment bankers or attorneys)representatives, agents or affiliates shall cease any discussion or negotiations with any parties that may be ongoing with respect to an Acquisition Proposal (as hereinafter defined). The Seller shall not, nor shall it permit any of its Subsidiaries to, and it shall use its best efforts to cause its officers, directors, employees, agents or affiliates not to, directly or indirectly, encourage, (A) solicit, initiate or knowingly encourage (including by way of furnishing information), or knowingly take any other action to facilitate, any inquiries or the making of any proposal which constitutes, or may reasonably be expected to lead to, any Acquisition Proposal (as defined in this Section 5(h)), or (B) participate in any way in any discussions or negotiations withregarding any Acquisition Proposal; provided, or provide any non-public information tohowever, or afford any access to that if the properties, books or records board of directors of the Company or any of its Subsidiaries to, or otherwise assist or facilitate, any corporation, partnership, person or other entity or group (other than Parent or Sub or any affiliate or associate of Parent or Sub) concerning any Acquisition Transaction (as defined in Section 6.11 herein) or potential Acquisition Transaction; PROVIDED, HOWEVER, that nothing contained in this Agreement shall prohibit the Board of Directors of the Company from furnishing information to or entering into discussions or negotiations with any person or entity that makes an unsolicited bona fide proposal to engage in an Acquisition Transaction that the Board of Directors of the Company determines in good faith represents a financially superior transaction for the stockholders of the Company when compared to the Offer and the Merger if, and only to the extent that, the Board of Directors Seller determines in good faith, following after consultation with, and in part based on the receipt of advice of outside legal counsel, that failure it is required to take any such action is reasonably likely do so in order to be a breach by the Board of Directors of comply with its fiduciary duties to the Seller’s stockholders of the Company under applicable law; , the Seller may, in response to an unsolicited Acquisition Proposal, and PROVIDED FURTHERsubject to compliance with Section 5(h)(iii), HOWEVER, that nothing contained in this Agreement shall prohibit the Company or its Board of Directors from taking and disclosing to the Company's stockholders a position (X) furnish information with respect to a tender offer by a third party the Seller to any Person making such unsolicited Acquisition Proposal pursuant to Rules 14d-9 an executed confidentiality agreement with such Person, and 14e-2(a(Y) promulgated under participate in discussions or negotiations regarding such Acquisition Proposal. For purposes of this Agreement, “Acquisition Proposal” means any bona fide proposal or offer from any Person relating to any merger, consolidation, business combination, sale or a significant amount of assets outside of the Exchange Act. The Company will promptly notify Parent and Sub if Ordinary Course of Business, sale of shares of capital stock outside of the Ordinary Course of Business, tender or exchange offer or similar transaction involving the Division, the Division Subsidiaries or the Acquired Assets; provided however, for the avoidance of doubt, that “Acquisition Proposal” shall not include any such information is requested from it joint venture agreement entered into by any of Seller, its Napster Division, or those of its Subsidiaries that are included in its Napster Division or any such negotiations merger, consolidation, business combination, sale of a significant amount of assets, sale of shares of capital stock, tender or discussions are sought to be initiated with the Company and will promptly communicate to Parent and Sub the terms exchange offer of any proposal or inquiry and the identity of the party making such proposal or inquiry which it may receive in respect of any such transaction, including, in the case of written proposals or inquiries, furnishing Parent and Sub with a copy of such written proposal or inquiry (and all amendments and supplements thereto). Subject to the first sentence of this Section 6.02, the Company will and will cause its Subsidiaries, affiliates and their respective officers, directors, employees, representatives and agents to immediately cease and cause to be terminated any existing activities, discussions, or negotiations with any parties other than Parent, Sub similar transaction involving Seller or any of their respective affiliates those Subsidiaries that are included in Seller’s Napster Division or associates conducted heretofore with respect to any Acquisition Transaction. Except as is required in the exercise Excluded Asset (i) which does not involve any of the fiduciary duties Acquired Assets and (ii) the consummation of which will in no way prevent or impair in any material respect the Board Transaction or impair the ability of Directors of Buyer to operate the Company as determined Division in good faith, following the receipt of advice of outside legal counsel, the Company agrees not to release any third party from any confidentiality or standstill agreement to which the Company is a party without Parent's manner consistent with its operation by Seller prior written consent and to take all steps deemed necessary or appropriate by Parent to enforce to the fullest extent possible all such agreementsClosing Date.

No Solicitation. (a) The Company shall not, and nor shall not it permit any of its Subsidiaries and their respective officers, directors, employees, representatives (including its investment bankers or attorneys), agents or affiliates to, directly nor shall it authorize (and shall use its best efforts not to permit) any affiliate, officer, director or indirectly, encourage, solicit, initiate or participate in any way in any discussions or negotiations withemployee of, or provide any non-public information toinvestment banker, attorney or afford any access to the propertiesother advisor or representative (collectively, books or records “Representatives”) of the Company or any of its Subsidiaries to, (i) solicit or otherwise assist initiate, or facilitateencourage, directly or indirectly, any corporationinquiries relating to, partnershipor the submission of, person any Acquisition Proposal, (ii) participate in any discussions or other entity negotiations regarding any Acquisition Proposal, or group (other than Parent in connection with any Acquisition Proposal, or Sub furnish to any Person any information or data with respect to or provide access to the properties of the Company or any affiliate of its Subsidiaries, or associate take any other action to knowingly facilitate the making of Parent any proposal that constitutes, or Sub) concerning may reasonably be expected to lead to, any Acquisition Transaction Proposal or (as defined in Section 6.11 hereiniii) enter into any agreement with respect to any Acquisition Proposal or potential approve or resolve to approve any Acquisition TransactionProposal; PROVIDED, HOWEVERprovided, that nothing contained in this Agreement shall prohibit the Board of Directors of the Company from furnishing information to Section 5.3 or entering into discussions or negotiations with any person or entity that makes an unsolicited bona fide proposal to engage in an Acquisition Transaction that the Board of Directors of the Company determines in good faith represents a financially superior transaction for the stockholders of the Company when compared to the Offer and the Merger if, and only to the extent that, the Board of Directors determines in good faith, following the receipt of advice of outside legal counsel, that failure to take any such action is reasonably likely to be a breach by the Board of Directors of its fiduciary duties to the stockholders of the Company under applicable law; and PROVIDED FURTHER, HOWEVER, that nothing contained in this Agreement other provision hereof shall prohibit the Company or its Board the Company’s board of Directors directors from (x) taking and disclosing to the Company's ’s stockholders a position with respect to a tender or exchange offer by a third party pursuant to Rules 14d-9 and 14e-2(a) 14e-2 promulgated under the Exchange Act. The Company will promptly notify Parent and Sub if any such information is requested from it , or any such negotiations or discussions are sought to be initiated with the Company and will promptly communicate to Parent and Sub the terms of any proposal or inquiry and the identity of the party (y) making such proposal or inquiry which it may receive in respect of any such transaction, includingdisclosure to the Company’s stockholders as, in the case good faith judgment of written proposals the Company’s board of directors, pursuant to advice from independent legal counsel, is reasonably expected to be required under applicable law, provided that Company may not, except as permitted by Section 5.3(b), withdraw or inquiriesmodify, furnishing Parent and Sub or propose to withdraw or modify, the Company Board Recommendation or approve or recommend, or propose to approve or recommend any Acquisition Proposal, or enter into any agreement with a copy of such written proposal or inquiry (and all amendments and supplements thereto)respect to any Acquisition Proposal. Subject to the first sentence Upon execution of this Section 6.02Agreement, the Company will and will cause its Subsidiaries, affiliates and their respective officers, directors, employees, representatives and agents to immediately cease and cause to be terminated any existing activities, discussions, discussions or negotiations with any parties other than Parent, Sub or any of their respective affiliates or associates Person conducted heretofore with respect to any Acquisition Transaction. Except as is required in the exercise of the fiduciary duties foregoing. Notwithstanding the foregoing, prior to the time of acceptance of Company Common Stock for payment pursuant to the Board of Directors of the Company as determined in good faith, following the receipt of advice of outside legal counselOffer, the Company agrees may furnish information concerning its businesses or its Subsidiaries, properties or assets to any Person or “group” (as defined in the Exchange Act and the rules promulgated thereunder) and may negotiate and participate in discussions and negotiations with such Person or group whether or not such Person or group has had previous discussions or negotiations with the Company concerning a Superior Proposal (as defined below), provided that such Person or group shall have entered into a confidentiality agreement, the confidentiality provisions of which shall be no more favorable to release any such third party from any than those provided for in the Confidentiality Agreement (provided that such confidentiality or standstill agreement to which must permit the Company is a party without Parent's prior written consent and to take disclose to Parent all steps deemed necessary or appropriate of the information required to be disclosed by the Company to Parent to enforce to the fullest extent possible all such agreements.by this Section 5.3) if:

No Solicitation. The (a) From the date of this Agreement to the Effective Time, unless this Agreement is terminated earlier pursuant to Article VIII, the Company shall not, and nor shall not it authorize or permit any of Company Subsidiary to, nor shall it authorize or permit any Representative of, the Company or any Company Subsidiary to, and the Company shall cause its Subsidiaries and their respective officers, directors, employees, representatives (including its investment bankers or attorneys), agents or affiliates the Company Subsidiaries’ Representatives not to, directly or indirectly, encourage, (i) solicit, initiate initiate, negotiate, knowingly encourage or knowingly facilitate (including by way of furnishing non-public information) the submission of any Company Takeover Proposal, (ii) enter into any agreement with respect to any Company Takeover Proposal or (iii) participate in any way in any discussions or negotiations withregarding, or provide furnish to any non-public person any 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 Company Takeover Proposal, or afford any access to the properties, books or records of the Company or any of its the Company Subsidiaries to, any Person that made a Company Takeover Proposal or otherwise assist or facilitateto any Person that has disclosed to the Company that it is contemplating making a Company Takeover Proposal; provided, any corporationhowever, partnershipthat, person or other entity or group (other than Parent or Sub or any affiliate or associate of Parent or Sub) concerning any Acquisition Transaction (as defined in Section 6.11 herein) or potential Acquisition Transaction; PROVIDED, HOWEVER, that nothing contained in this Agreement shall prohibit prior to the Board of Directors consummation of the Merger, in addition to Section 5.02(b), the Company may, in response to an unsolicited bona fide Company Takeover Proposal which did not result from furnishing a breach of this Section 5.02(a) and which the Company Board determines, in good faith, after consultation with its outside legal counsel and financial advisors, is, or may reasonably be expected to lead to, a Superior Company Proposal, and subject to compliance with Section 5.02(c), (x) furnish information with respect to or entering into the Company to the person making such Company Takeover Proposal and its Representatives pursuant to a customary confidentiality agreement (which shall have terms and conditions no less favorable than those in the Confidentiality Agreement), (y) participate in discussions or negotiations with such person and its Representatives regarding any person or entity that makes an unsolicited bona fide proposal to engage in an Acquisition Transaction that the Board of Directors of the Company determines in good faith represents a financially superior transaction for the stockholders of the Company when compared to the Offer Takeover Proposal and the Merger if(z) take, and only to the extent that, the Board of Directors determines in good faith, following the receipt of advice of outside legal counsel, that failure to take any such action is reasonably likely to be a breach by the Board of Directors of its fiduciary duties to the stockholders of the Company under applicable law; and PROVIDED FURTHER, HOWEVER, that nothing contained in this Agreement shall prohibit the Company or its Board of Directors from taking and disclosing disclose to the Company's stockholders ’s stockholders, a position with respect to a any tender offer or exchange offer by a third party pursuant to Rules or amend or withdraw such position in accordance with Rule 14d-9 and 14e-2(a) Rule 14e-2 promulgated under the Exchange Act. The Company will promptly notify Parent and Sub if any such information is requested from it or any such negotiations or discussions are sought to be initiated with Act (provided that the Company and will promptly communicate to Parent and Sub Board shall not recommend that the terms Company’s stockholders tender their shares of any proposal or inquiry and the identity of the party making such proposal or inquiry which it may receive in respect of any such transaction, including, capital stock in the case of written proposals Company in connection with such tender offer or inquiries, furnishing Parent and Sub with a copy of such written proposal or inquiry (and all amendments and supplements thereto). Subject to the first sentence of this Section 6.02, exchange unless the Company will and will cause its Subsidiaries, affiliates and their respective officers, directors, employees, representatives and agents to immediately cease and cause to be terminated any existing activities, discussions, or negotiations has complied with any parties other than Parent, Sub or any of their respective affiliates or associates conducted heretofore with respect to any Acquisition Transaction. Except as is required in the exercise of the fiduciary duties of the Board of Directors of the Company as determined in good faith, following the receipt of advice of outside legal counsel, the Company agrees not to release any third party from any confidentiality or standstill agreement to which the Company is a party without Parent's prior written consent and to take all steps deemed necessary or appropriate by Parent to enforce to the fullest extent possible all such agreementsSection 5.02(b)).

No Solicitation. The Company Each Stockholder, solely in its capacity as a stockholder of the Company, shall not, and shall direct its Representatives involved in the Contemplated Transactions not permit any of its Subsidiaries and their respective officers, directors, employees, representatives to: (including its investment bankers or attorneys), agents or affiliates to, i) directly or indirectly, encourageindirectly initiate, solicit, initiate or knowingly encourage or knowingly facilitate (including by way of providing information or taking any other action) any inquiries, proposals or offers, or the making of any submission or announcement of any inquiry, proposal or offer that constitutes or could reasonably be expected to lead to any Acquisition Proposal, (ii) directly or indirectly engage in, enter into or participate in any way in any discussions or negotiations withwith any Person with respect to any Acquisition Proposal, or (iii) provide any non-public information to, or afford any access to the business, properties, assets, books or records of the Company or any of its Subsidiaries to, or otherwise assist or facilitate, any corporation, partnership, person or other entity or group Person (other than Parent or Sub Parent, Purchaser, or any affiliate or associate designees of Parent or SubPurchaser) concerning in connection with any Acquisition Transaction Proposal, (as defined iv) enter into any agreement in Section 6.11 hereinprinciple, letter of intent, term sheet, merger agreement, purchase agreement, acquisition agreement, option agreement or other similar instrument relating to an Acquisition Proposal, (v) recommend any other holder of Company Common Stock to not tender shares of Company Common Stock in the Offer or potential Acquisition Transaction; PROVIDED, HOWEVER, that nothing contained in this Agreement shall prohibit the Board of Directors (vi) resolve or agree to do any of the Company from furnishing information to or entering into discussions or negotiations with any person or entity that makes an unsolicited bona fide proposal to engage in an Acquisition Transaction that the Board of Directors of the Company determines in good faith represents a financially superior transaction for the stockholders of the Company when compared to the Offer and the Merger ifforegoing. Each Stockholder shall, and only to the extent that, the Board of Directors determines in good faith, following the receipt of advice of outside legal counsel, that failure to take any such action is reasonably likely to be a breach by the Board of Directors of shall direct its fiduciary duties to the stockholders of the Company under applicable law; and PROVIDED FURTHER, HOWEVER, that nothing contained in this Agreement shall prohibit the Company or its Board of Directors from taking and disclosing to the Company's stockholders a position with respect to a tender offer by a third party pursuant to Rules 14d-9 and 14e-2(a) promulgated under the Exchange Act. The Company will promptly notify Parent and Sub if any such information is requested from it or any such negotiations or discussions are sought to be initiated with the Company and will promptly communicate to Parent and Sub the terms of any proposal or inquiry and the identity of the party making such proposal or inquiry which it may receive in respect of any such transaction, including, Representatives involved in the case of written proposals or inquiriesContemplated Transactions to, furnishing Parent and Sub with a copy of such written proposal or inquiry (and all amendments and supplements thereto). Subject to the first sentence of this Section 6.02, the Company will and will cause its Subsidiaries, affiliates and their respective officers, directors, employees, representatives and agents to immediately cease and cause to be terminated any existing activitiessolicitation, discussions, or negotiations with any parties Person (other than Parent, Sub Purchaser, or any designees of their respective affiliates Parent or associates conducted heretofore Purchaser) with respect to any Acquisition TransactionProposal or potential Acquisition Proposal that could reasonably be expected to lead to an Acquisition Proposal. Except as is required Notwithstanding the foregoing, such Stockholder or its Representative may, solely in response to an inquiry or proposal that did not result from a material breach of this Section 4.6, inform a Person that has made or, to the exercise Knowledge of the fiduciary duties Stockholder or its Representative (as applicable), is considering making an Acquisition Proposal of the Board restrictions of Directors this Section 4.6 and of the Company as determined in good faithMerger Agreement. For clarity, following the receipt of advice of outside legal counselif such Stockholder is a venture capital or private equity investor, the Company term “Representative” (a) shall include any general partner of such Stockholder that is still affiliated with such Stockholder, but (b) shall exclude (i) any limited partner, (ii) any general partner that is no longer affiliated with such Stockholder, and (iii) any employees or other Representatives, in each case of clauses (i) to (iii), who do not have actual knowledge of the Contemplated Transactions. Each Stockholder acknowledges and agrees not that, for purposes of determining whether a breach of this Section 4.6 has occurred, the actions of such Stockholder’s directors and Representatives acting in their authorized capacities on behalf of such Stockholder shall be deemed to release be the actions of such Stockholder, and such Stockholder shall be responsible for any third party from any confidentiality or standstill agreement to which the Company is a party without Parent's prior written consent breach of this Section 4.6 by its directors and to take all steps deemed necessary or appropriate by Parent to enforce to the fullest extent possible all Representatives acting in their authorized capacities on behalf of such agreementsStockholder.

No Solicitation. (a) The Company shall, and shall cause each of its Subsidiaries, and shall cause their respective officers, directors, representatives and agents (including any investment banker, attorney or accountant retained by it or any of its Subsidiaries) (collectively, “Company Representatives”) to, immediately cease any existing discussions or negotiations, if any, with any Third Party that may be ongoing with respect to an Acquisition Proposal and will use its best efforts to cause all Persons other than Parent who have been furnished with confidential information regarding the Company in connection with the solicitation of or discussions regarding an Acquisition Proposal within the 12 months prior to the date hereof promptly to return or destroy such information. The Company agrees not to, and to cause its Subsidiaries not to, release any third party from the confidentiality and stand still provisions of any agreement to which the Company or its Subsidiaries is a party or becomes a party, and will immediately take all steps necessary to terminate any approval that may have heretofore been given under any such provisions authorizing any Person to make an Acquisition Proposal, unless the Company Board reasonably determines in good faith that such Acquisition Proposal is, or is reasonably likely to be, a Superior Proposal. The Company shall not, and shall not authorize or permit any of its Subsidiaries or any Company Representative to, directly or indirectly, (i) solicit, initiate or knowingly encourage an Acquisition Proposal, (ii) furnish or disclose to any Third Party non-public information with respect to an Acquisition Proposal, (iii) negotiate or engage in substantive discussions with any Third Party with respect to an Acquisition Proposal or (iv) enter into any agreement (whether or not binding) or agreement in principle with respect to an Acquisition Proposal; provided, however, that at any time prior to the consummation of the Offer, in response to a bona fide written Acquisition Proposal that was not solicited by the Company, its Subsidiaries or any Company Representative and their respective which the Company Board reasonably determines in good faith, after consulting with its financial advisors and legal counsel, constitutes, or is reasonably likely to constitute, a Superior Proposal, the Company may (A) furnish information with respect to the Company and its Subsidiaries to the Person making such Acquisition Proposal (and its officers, directors, employees, representatives (including its investment bankers or attorneys)accountants, consultants, legal counsel, advisors, agents or affiliates to, directly or indirectly, encourage, solicit, initiate or and other representatives) and (B) participate in any way in any discussions or negotiations with, or provide any non-public and provided draft documents and agreements to, the Person making such Acquisition Proposal (and its officers, directors, employees, accountants, consultants, legal counsel, advisors, agents and other representatives) regarding such Acquisition Proposal, if (prior to furnishing such information to, or afford any access entering into such discussions or negotiations with, such Person) the Company (A) provides reasonable notice to Parent to the properties, books or records of the Company or any of its Subsidiaries effect that it is furnishing information to, or otherwise assist or facilitate, any corporation, partnership, person or other entity or group (other than Parent or Sub or any affiliate or associate of Parent or Sub) concerning any Acquisition Transaction (as defined in Section 6.11 herein) or potential Acquisition Transaction; PROVIDED, HOWEVER, that nothing contained in this Agreement shall prohibit the Board of Directors of the Company from furnishing information to or entering into discussions or negotiations with, such Person, (B) provides Parent with any person or entity that makes all information to be provided to such Person which Parent has not previously been provided, and (C) receives from such Person an unsolicited bona fide proposal executed confidentiality agreement reasonably satisfactory to engage in an Acquisition Transaction that the Board of Directors of the Company determines in good faith represents Board with terms, as a financially superior transaction for the stockholders of whole, that are no less favorable to the Company when compared to the Offer and the Merger if, and only to the extent that, the Board of Directors determines in good faith, following the receipt of advice of outside legal counsel, that failure to take any such action is reasonably likely to be a breach by the Board of Directors of its fiduciary duties to the stockholders of the Company under applicable law; and PROVIDED FURTHER, HOWEVER, that nothing than those contained in this Agreement shall prohibit the Company or its Board of Directors from taking and disclosing to the Company's stockholders a position with respect to a tender offer by a third party pursuant to Rules 14d-9 and 14e-2(a) promulgated under the Exchange Act. The Company will promptly notify Parent and Sub if any such information is requested from it or any such negotiations or discussions are sought to be initiated with the Company and will promptly communicate to Parent and Sub the terms of any proposal or inquiry and the identity of the party making such proposal or inquiry which it may receive in respect of any such transaction, including, in the case of written proposals or inquiries, furnishing Parent and Sub with a copy of such written proposal or inquiry (and all amendments and supplements thereto). Subject to the first sentence of this Section 6.02, the Company will and will cause its Subsidiaries, affiliates and their respective officers, directors, employees, representatives and agents to immediately cease and cause to be terminated any existing activities, discussions, or negotiations with any parties other than Parent, Sub or any of their respective affiliates or associates conducted heretofore with respect to any Acquisition Transaction. Except as is required in the exercise of the fiduciary duties of the Board of Directors of the Company as determined in good faith, following the receipt of advice of outside legal counsel, the Company agrees not to release any third party from any confidentiality or standstill agreement to which the Company is a party without Parent's prior written consent and to take all steps deemed necessary or appropriate by Parent to enforce to the fullest extent possible all such agreementsConfidentiality Agreement.

No Solicitation. The Company Seller shall not, and shall not permit any direct each of its Subsidiaries subsidiaries and their respective officers, directors, employees, representatives (including its investment bankers or attorneys), and agents or affiliates not to, directly or indirectly, encourageinduce, solicit, solicit or initiate or participate in any way in any discussions or negotiations with, or provide any non-public information to, or afford any access to the properties, books or records of the Company or any of its Subsidiaries to, or otherwise assist or facilitate, any corporation, partnership, person or other entity or group (other than Parent concerning any merger, sales of substantial assets, sales of shares of capital stock or Sub similar transactions involving Seller or any affiliate subsidiary or associate division of Parent Seller if such transaction involves the Business or Sub) concerning any Acquisition Transaction of the Assets (as defined in Section 6.11 herein"Alternative Proposal") or potential Acquisition Transactionenter into any agreement with respect thereto; PROVIDEDprovided that, HOWEVERprior to the receipt of the Seller Shareholders' Approval and upon receipt of advice of Seller's legal counsel that such provision, that nothing contained discussion or negotiation is required pursuant to fiduciary obligations under applicable law, Seller may provide information (including non-public information, but only pursuant to a confidentiality agreement in this Agreement shall prohibit customary form, including customary standstill provisions), and enter into (or induce) discussions or negotiations with, any person who has made a bona fide unsolicited Alternative Proposal in respect of such a transaction which the Board of Directors of the Company from furnishing information to or entering into discussions or negotiations with any person or entity that makes an unsolicited bona fide proposal to engage in an Acquisition Transaction that the Board of Directors of the Company determines Seller in good faith represents determines is a financially superior transaction for better offer than the stockholders of the Company when compared to the Offer and the Merger if, and only to the extent that, the Board of Directors determines in good faith, following the receipt of advice of outside legal counsel, that failure to take any such action is reasonably likely to be a breach transactions contemplated by the Board of Directors of its fiduciary duties to the stockholders of the Company under applicable law; and PROVIDED FURTHER, HOWEVER, that nothing contained in this Agreement shall prohibit the Company or its Board of Directors from taking and disclosing to the Company's stockholders a position with respect to a tender offer by a third party pursuant to Rules 14d-9 and 14e-2(a) promulgated under the Exchange ActAgreement. The Company will promptly notify Parent and Sub if any such information is requested from it or any such negotiations or discussions are sought to be initiated with the Company and Seller will promptly communicate to Parent and Sub Purchaser the terms of any proposal or inquiry and Alternative Proposal (including the identity of the party making such proposal or inquiry maker thereof) which it may receive in respect of any all such transaction, including, in transactions prohibited by the case foregoing and keep Purchaser informed of written proposals or inquiries, furnishing Parent the status and Sub with a copy of such written proposal or inquiry (and all amendments and supplements thereto). Subject to the first sentence of this Section 6.02, the Company will and will cause its Subsidiaries, affiliates and their respective officers, directors, employees, representatives and agents to immediately cease and cause to be terminated any existing activities, discussions, or negotiations with any parties other than Parent, Sub or any of their respective affiliates or associates conducted heretofore material information with respect to such discussions or negotiations. Nothing in this Section 9(d) shall (x) permit Seller to terminate this Agreement (except as specifically provided in Section 17, (y) permit Seller to enter into any Acquisition Transaction. Except agreement with respect to an Alternative Proposal for so long as is required this Agreement remains in effect (it being agreed that for so long as this Agreement remains in effect, Seller shall not enter into any agreement with any person or group that provides for, or in any way facilitates, an Alternative Proposal (other than a confidentiality agreement under the exercise circumstances described above)), or (z) affect any other obligation of the fiduciary duties of the Board of Directors of the Company as determined in good faith, following the receipt of advice of outside legal counsel, the Company agrees not to release any third party from any confidentiality or standstill agreement to which the Company is a party without Parent's prior written consent and to take all steps deemed necessary or appropriate by Parent to enforce to the fullest extent possible all such agreementsSeller under this Agreement.

No Solicitation. The Company shall not, Medicus and shall not permit any of its Subsidiaries subsidiaries and their respective the officers, directors, employees, representatives (including employees or other agents of Medicus and its investment bankers or attorneys), agents or affiliates tosubsidiaries will not, directly or indirectly, encourage, (i) take any action to solicit, initiate or participate encourage any Takeover Proposal (defined below) or (ii) subject to the terms of the immediately following sentence, engage in any way in any discussions or negotiations with, or provide disclose any non-public nonpublic information relating to Medicus or any of it subsidiaries to, or afford any access to the properties, books or records of the Company Medicus or any of its Subsidiaries subsidiaries to, any person that has advised Medicus that it may be considering making, or otherwise assist or facilitatethat has made, any corporationa Takeover Proposal; provided, partnership, person or other entity or group (other than Parent or Sub or any affiliate or associate of Parent or Sub) concerning any Acquisition Transaction (as defined in Section 6.11 herein) or potential Acquisition Transaction; PROVIDED, HOWEVERhowever, that nothing contained in this Agreement herein shall prohibit the Board of Directors of the Company from furnishing information to or entering into discussions or negotiations with any person or entity that makes an unsolicited bona fide proposal to engage in an Acquisition Transaction that the Board of Directors of the Company determines in good faith represents a financially superior transaction for the stockholders of the Company when compared to the Offer and the Merger if, and only to the extent that, the Board of Directors determines in good faith, following the receipt of advice of outside legal counsel, that failure to take any such action is reasonably likely to be a breach by the Board of Directors of its fiduciary duties to the stockholders of the Company under applicable law; and PROVIDED FURTHER, HOWEVER, that nothing contained in this Agreement shall prohibit the Company or its Medicus' Board of Directors from taking and disclosing to the Company's Medicus' stockholders a position with respect to a tender offer by a third party pursuant to Rules 14d-9 and 14e-2(a) 14e-2 promulgated under the Exchange Act. The Company will promptly notify Parent and Sub Notwithstanding the immediately preceding sentence, if an unsolicited Takeover Proposal, or an unsolicited written expression of interest that can reasonably be expected to lead to a Takeover Proposal, shall be received by the Board of Directors of Medicus, then, to the extent the Board of Directors of Medicus believes in good faith (after consultation with its financial advisor) that such Takeover Proposal would, if consummated, result in a transaction more favorable to Medicus' stockholders from a financial point of view than the transaction contemplated by the Agreement (any such information is requested from it or any such negotiations or discussions are sought more favorable Takeover Proposal being referred to be initiated with the Company and will promptly communicate to Parent and Sub the terms of any proposal or inquiry in this Agreement as a "Superior Proposal") and the identity Board of Directors of Medicus determines in good faith after consultation with outside legal counsel that it is necessary for the party making such proposal or inquiry which it may receive in respect Board of any such transactionDirectors of Medicus to comply with its fiduciary duties to stockholders under applicable law, including, in the case of written proposals or inquiries, furnishing Parent Medicus and Sub with a copy of such written proposal or inquiry (and all amendments and supplements thereto). Subject to the first sentence of this Section 6.02, the Company will and will cause its Subsidiaries, affiliates and their respective officers, directors, employees, investment bankers, financial advisors, attorneys, accountants and other representatives retained by it may furnish in connection therewith information and agents to immediately cease take such other actions as are consistent with the fiduciary obligations of Medicus' Board of Directors, and cause to such actions shall not be terminated considered a breach of this Section 4.3 or any existing activitiesother provisions of this Agreement, discussionsprovided that in each such event Medicus notifies QuadraMed of such determination by the Medicus Board of Directors and provides QuadraMed with a true and complete copy of the Superior Proposal received from such third party, if the Superior Proposal is in writing, or negotiations a complete written summary thereof, if it is not in writing, and provides QuadraMed with any parties other than Parentall documents containing or referring to non-public information of Medicus that are supplied to such third party; provided further, Sub or any of their respective affiliates or associates conducted heretofore with respect to any Acquisition Transaction. Except as is required in the exercise of the fiduciary duties of that (A) the Board of Directors of Medicus has determined, with the Company as determined in good faith, following the receipt of advice of outside legal counselMedicus' investment bankers, the Company agrees not to release any third party from any confidentiality or standstill agreement to which the Company is a party without Parent's prior written consent and to take all steps deemed necessary or appropriate by Parent to enforce to the fullest extent possible all such agreements.that

No Solicitation. The Company shall not, and shall not permit any (a) Neither of its Subsidiaries and their respective officers, directors, employees, representatives (including its investment bankers or attorneys), agents or affiliates tothe Companies shall, directly or indirectly, encouragethrough any officer, director, employee, stockholder, financial advisor, agent or other representative (including any investment banker, attorney or accountant retained by the Companies or by any of their subsidiaries or stockholders) (i) solicit, initiate initiate, encourage or participate facilitate (including by way of furnishing information) any inquiries or proposals that constitute, or would reasonably be expected to lead to, (x) a breach of this Agreement or the Voting Agreement or otherwise interfere in any way material respect with the completion of the Mergers or (y) a proposal or offer for an Alternative Transaction (as defined below) involving either of the Companies or any of their subsidiaries (any of the foregoing inquiries or proposals being referred to in any this Agreement as an "Acquisition Proposal"), (ii) participate or engage in negotiations or discussions or negotiations withconcerning, or provide any non-public information to, or afford to any access to the properties, books or records of the Company or any of its Subsidiaries person relating to, or otherwise assist facilitate any effort or facilitateattempt to make or implement, any corporationAcquisition Proposal, partnership, person or other entity (iii) agree to or group (other than Parent or Sub or any affiliate or associate of Parent or Sub) concerning recommend to its stockholders any Acquisition Transaction (as defined in Section 6.11 herein) or potential Acquisition TransactionProposal; PROVIDEDprovided, HOWEVERhowever, that nothing contained in this Agreement shall prohibit the Board of Directors of the prevent either Company from furnishing information to or entering into discussions or negotiations complying with any person or entity that makes an unsolicited bona fide proposal to engage in an Acquisition Transaction that Rule 14e-2 under the Board of Directors of the Company determines in good faith represents a financially superior transaction for the stockholders of the Company when compared to the Offer and the Merger if, and only to the extent that, the Board of Directors determines in good faith, following the receipt of advice of outside legal counsel, that failure to take any such action is reasonably likely to be a breach by the Board of Directors of its fiduciary duties to the stockholders of the Company under applicable law; and PROVIDED FURTHER, HOWEVER, that nothing contained in this Agreement shall prohibit the Company or its Board of Directors from taking and disclosing to the Company's stockholders a position Exchange Act with respect to a tender offer by a third party pursuant to Rules 14d-9 and 14e-2(a) promulgated under the Exchange Actan Acquisition Proposal. The Company Companies agrees that they will promptly notify Parent and Sub if any such information is requested from it or any such negotiations or discussions are sought to be initiated with the Company and will promptly communicate to Parent and Sub the terms of any proposal or inquiry and the identity of the party making such proposal or inquiry which it may receive in respect of any such transaction, including, in the case of written proposals or inquiries, furnishing Parent and Sub with a copy of such written proposal or inquiry (and all amendments and supplements thereto). Subject to the first sentence of this Section 6.02, the Company will and will cause its Subsidiaries, affiliates and their respective officers, directors, employees, representatives and agents to immediately cease and cause to be terminated any existing activities, discussions, discussions or negotiations with any parties persons (other than Parent, Sub or any of their respective affiliates or associates Parent and GC Merger Sub) conducted heretofore with respect to any Acquisition TransactionProposal. Except as is required in the exercise of the fiduciary duties of the Board of Directors of the Company as determined in good faith, following the receipt of advice of outside legal counsel, the Company The Companies agrees not to release any third party from other person from, or waive any confidentiality or provision of, any standstill agreement to which the Company it is a party without Parent's prior written consent or any confidentiality agreement between it and another person who has made or who may reasonably be considered likely to make an Acquisition Proposal. The Companies agrees that they will take all the necessary steps deemed necessary to inform promptly the individuals or appropriate by Parent entities referred to enforce to in the fullest extent possible all such agreementsfirst sentence of this Section 5.12 of the obligations undertaken in this Section 5.12.

No Solicitation. (a) The Company shall not, and nor shall not it permit any of its Subsidiaries and their respective officers, directors, employees, representatives (including its investment bankers or attorneys), agents or affiliates to, directly or indirectly, encourage, solicit, initiate or participate in any way in any discussions or negotiations with, or provide any non-public information to, or afford authorize or permit any access to director, officer or employee of the propertiesCompany or any of its Subsidiaries or any investment banker, books attorney, accountant or records other advisor or representative of the Company or any of its Subsidiaries to, directly or otherwise assist indirectly, (i) solicit, initiate, negotiate or encourage, or take any other action knowingly to facilitate, any corporation, partnership, person or other entity or group (other than Parent or Sub or any affiliate or associate of Parent or Sub) concerning any Acquisition Transaction Takeover Proposal (as defined in Section 6.11 hereinbelow) or potential Acquisition Transaction(ii) enter into, continue or otherwise participate in any discussions or negotiations regarding, or furnish to any person any information with respect to, or otherwise cooperate in any way with, any Takeover Proposal, in each case other than a Takeover Proposal made by Parent; PROVIDEDprovided, HOWEVERhowever, that nothing contained in this Agreement shall prohibit at any time prior to obtaining approval of the Company's shareholders as contemplated by Section 6.02 hereof, the Board of Directors of the Company may, in response to a bona fide written Takeover Proposal that such Board of Directors reasonably determines in good faith is reasonably likely to result in an Adverse Recommendation Change (as defined below) or, after consultation with its independent financial advisors, constitutes a Superior Proposal (as defined below), and which Takeover Proposal was unsolicited and did not otherwise result from furnishing a breach of this Section 6.04, (x) furnish information with respect to the Company and its Subsidiaries to the person making such Takeover Proposal (and its representatives) pursuant to a confidentiality agreement with terms not more favorable to such person than the Confidentiality Agreement, provided that all such information is provided on a prior or entering into substantially concurrent basis to Parent, and (y) participate in discussions or negotiations with any the person or entity that makes an unsolicited bona fide proposal to engage in an Acquisition Transaction making such Takeover Proposal (and its representatives) regarding such Takeover Proposal, provided that the Board of Directors of the Company determines shall have delivered to Parent prior written notice advising Parent that it intends to participate in good faith represents a financially superior transaction for the stockholders of the Company when compared to the Offer and the Merger if, and only to the extent that, the Board of Directors determines in good faith, following the receipt of advice of outside legal counsel, that failure to take any such action is reasonably likely to be a breach by the Board of Directors of its fiduciary duties to the stockholders of the Company under applicable law; and PROVIDED FURTHER, HOWEVER, that nothing contained in this Agreement shall prohibit the Company discussions or its Board of Directors from taking and disclosing to the Company's stockholders a position with respect to a tender offer by a third party pursuant to Rules 14d-9 and 14e-2(a) promulgated under the Exchange Actnegotiations. The Company will promptly notify Parent and Sub if any such information is requested from it or any such negotiations or discussions are sought to be initiated with the Company and will promptly communicate to Parent and Sub the terms of any proposal or inquiry and the identity of the party making such proposal or inquiry which it may receive in respect of any such transaction, including, in the case of written proposals or inquiries, furnishing Parent and Sub with a copy of such written proposal or inquiry (and all amendments and supplements thereto). Subject to the first sentence of this Section 6.02, the Company will and will cause its Subsidiaries, affiliates and their respective officers, directors, employees, representatives and agents to immediately cease and cause to be terminated any all existing activities, discussions, or discussions and negotiations with any parties other than Parent, Sub or any of their respective affiliates or associates conducted heretofore with respect to any Acquisition Transaction. Except as is required in Takeover Proposal and request the exercise return of the fiduciary duties of the Board of Directors of all confidential information regarding the Company as determined in good faith, following and ELF provided to any such parties prior to the receipt date hereof pursuant to the terms of advice of outside legal counsel, the Company agrees not to release any third party from any confidentiality agreements or standstill agreement to which the Company is a party without Parent's prior written consent and to take all steps deemed necessary or appropriate by Parent to enforce to the fullest extent possible all such agreementsotherwise.

No Solicitation. The Company Each Stockholder hereby agrees that during the term of this Agreement it shall not, and shall not permit any of its Subsidiaries and their respective officersSubsidiaries, directorsAffiliates or Representatives to, employees(i) initiate, representatives solicit, encourage or knowingly facilitate (including its investment bankers by way of providing information) the submission of any inquiries, proposals or attorneys)offers (whether firm or hypothetical) or any other efforts or attempts that constitute or may reasonably be expected to lead to, agents any Acquisition Proposal, (ii) have any discussions with or affiliates toprovide any confidential information or data to any person relating to an Acquisition Proposal, or engage in any negotiations concerning an Acquisition Proposal, (iii) approve or recommend, or publicly propose to approve or recommend, any Acquisition Proposal, (iv) approve or recommend, or publicly propose to approve or recommend, or execute or enter into, any letter of intent, agreement in principle, memorandum of understanding, merger agreement, asset or share purchase or share exchange agreement, option agreement or other similar agreement related to any Acquisition Proposal, (v) enter into any agreement or agreement in principle requiring, directly or indirectly, encouragethe Company to abandon, solicitterminate or fail to consummate the transactions contemplated by the Merger Agreement or breach its obligations thereunder, initiate (vi) make or participate in, directly or indirectly, a “solicitation” of “proxies” (as such terms are used in any way in any discussions the rules of the SEC) or negotiations withpowers of attorney or similar rights to vote, or provide seek to advise or influence any non-public information to, or afford any access Person with respect to the properties, books or records of the Company or any of its Subsidiaries to, or otherwise assist or facilitatevoting of, any corporation, partnership, person shares of Common Stock in connection with any vote or other entity or group (action on any matter, other than Parent or Sub or any affiliate or associate of Parent or Sub) concerning any Acquisition Transaction (as defined in Section 6.11 herein) or potential Acquisition Transaction; PROVIDED, HOWEVER, to recommend that nothing contained in this Agreement shall prohibit the Board of Directors of the Company from furnishing information to or entering into discussions or negotiations with any person or entity that makes an unsolicited bona fide proposal to engage in an Acquisition Transaction that the Board of Directors of the Company determines in good faith represents a financially superior transaction for the stockholders of the Company when compared to vote in favor of the Offer and adoption of the Merger ifAgreement and as otherwise expressly provided in this Agreement, and only or (vii) publicly propose or agree to the extent that, the Board of Directors determines in good faith, following the receipt of advice of outside legal counsel, that failure to take do any such action is reasonably likely to be a breach by the Board of Directors of its fiduciary duties to the stockholders of the Company under applicable law; and PROVIDED FURTHER, HOWEVER, that nothing contained in this Agreement shall prohibit the Company or its Board of Directors from taking and disclosing foregoing. Each Stockholder hereby agrees immediately to the Company's stockholders a position with respect to a tender offer by a third party pursuant to Rules 14d-9 and 14e-2(a) promulgated under the Exchange Act. The Company will promptly notify Parent and Sub if any such information is requested from it or any such negotiations or discussions are sought to be initiated with the Company and will promptly communicate to Parent and Sub the terms of any proposal or inquiry and the identity of the party making such proposal or inquiry which it may receive in respect of any such transaction, including, in the case of written proposals or inquiries, furnishing Parent and Sub with a copy of such written proposal or inquiry (and all amendments and supplements thereto). Subject to the first sentence of this Section 6.02, the Company will and will cause its Subsidiaries, affiliates and their respective officers, directors, employees, representatives and agents to immediately cease and cause to be terminated any existing activities, discussions, discussions or negotiations conducted before the date of this Agreement with any parties Persons other than Parent, Sub or any of their respective affiliates or associates conducted heretofore Acquiror with respect to any Acquisition Transaction. Except as is required in Proposal, and will take the exercise necessary steps to inform its Affiliates and Representatives of the fiduciary duties obligations undertaken by such Stockholder pursuant to this Agreement, including this Section 4.3. Each Stockholder also agrees that any violation of the Board this Section 4.3 by any of Directors its Affiliates or Representatives shall be deemed to be a violation by such Stockholder of the Company as determined in good faith, following the receipt of advice of outside legal counsel, the Company agrees not to release any third party from any confidentiality or standstill agreement to which the Company is a party without Parent's prior written consent and to take all steps deemed necessary or appropriate by Parent to enforce to the fullest extent possible all such agreementsthis Section 4.3.

No Solicitation. The Company shall (a) From and after the date of this Agreement until the Closing or termination of this Agreement pursuant to Article IX, Parent and its subsidiaries will not, and shall not nor will they authorize or permit any of its Subsidiaries and their respective officers, directors, employeesaffiliates or employees or any investment banker, representatives (including its investment bankers attorney or attorneys), agents other advisor or affiliates representative retained by any of them to, directly or indirectly, encourage, (i) solicit, initiate initiate, encourage or induce the making, submission or announcement of any Parent Acquisition Proposal (as hereinafter defined), (ii) participate in any way in any discussions or negotiations withregarding, or provide furnish to any person any non-public information with respect to, or afford take any access other action to facilitate any inquiries or the making of any proposal that constitutes an Parent Acquisition Proposal, (iii) engage in discussions with any person with respect to any Parent Acquisition Proposal, except as to the propertiesexistence of these provisions, books (iv) except as set forth in Section 5.2(c), approve, endorse or records recommend any Parent Acquisition Proposal or (v) enter into any letter of intent or similar document or any contract, agreement or commitment contemplating or otherwise relating to any Parent Acquisition Proposal; provided, however, that prior to the approval of the Company or any of Parent Stockholder Approval at the Parent Stockholders' Meeting, Parent may furnish nonpublic information regarding Parent and its Subsidiaries subsidiaries to, or otherwise assist or facilitate, any corporation, partnership, person or other entity or group (other than Parent or Sub or any affiliate or associate of Parent or Sub) concerning any Acquisition Transaction (as defined in Section 6.11 herein) or potential Acquisition Transaction; PROVIDED, HOWEVER, that nothing contained in this Agreement shall prohibit the Board of Directors of the Company from furnishing information to or entering enter into discussions or negotiations with with, any person or entity that makes group who has submitted (and not withdrawn) to Parent an unsolicited unsolicited, written, bona fide proposal to engage in an Parent Acquisition Transaction Proposal that the Board of Directors of the Company determines in good faith represents Parent reasonably concludes (after consultation with a financially superior transaction for the stockholders financial advisor of national standing) may constitute a Superior Offer if (1) neither Parent nor any representative of Parent and its subsidiaries shall have violated any of the Company when compared to the Offer and the Merger ifrestrictions set forth in this Section 5.4, and only to the extent that, (2) the Board of Directors determines of Parent concludes in good faith, following the receipt of advice of after consultation with its outside legal counsel, that failure to take any such action is reasonably likely to be a breach by required in order for the Board of Directors of Parent to comply with its fiduciary duties obligations to the Parent's stockholders of the Company under applicable law; and PROVIDED FURTHER, HOWEVER, that nothing contained in this Agreement shall prohibit the Company or its Board of Directors from taking and disclosing (3) 36 hours prior to the Company's stockholders a position with respect to a tender offer by a third party pursuant to Rules 14d-9 and 14e-2(a) promulgated under the Exchange Act. The Company will promptly notify Parent and Sub if furnishing any such nonpublic information is requested from it to, or entering into any such negotiations discussions with, such person or discussions are sought to be initiated with the Company group, Parent gives VHA and will promptly communicate to Parent and Sub the terms UHC written notice of any proposal or inquiry and the identity of such person or group and all of the party making material terms and conditions of such proposal Parent Acquisition Proposal and of Parent's intention to furnish nonpublic information to, or inquiry which it may receive in respect of any enter into discussions with, such transactionperson or group, including, in the case of written proposals and Parent receives from such person or inquiries, furnishing group an executed confidentiality agreement containing customary terms. Parent and Sub with a copy of such written proposal or inquiry (its subsidiaries will immediately cease any and all amendments and supplements thereto). Subject to the first sentence of this Section 6.02, the Company will and will cause its Subsidiaries, affiliates and their respective officers, directors, employees, representatives and agents to immediately cease and cause to be terminated any existing activities, discussions, discussions or negotiations with any parties other than Parent, Sub or any of their respective affiliates or associates conducted heretofore with respect to any Parent Acquisition TransactionProposal. Except as Without limiting the foregoing, it is required understood that any violation of the restrictions set forth in the exercise preceding two sentences by any officer, director or employee of the fiduciary duties Parent or any of the Board its subsidiaries or any investment banker, attorney or other advisor or representative of Directors Parent or any of the Company as determined in good faith, following the receipt its subsidiaries shall be deemed to be a breach of advice of outside legal counsel, the Company agrees not to release any third party from any confidentiality or standstill agreement to which the Company is a party without Parent's prior written consent and to take all steps deemed necessary or appropriate by Parent to enforce to the fullest extent possible all such agreements.this Section 5.4(a)

No Solicitation. The From the date hereof until the termination hereof, Company shall not, will not and shall not permit any of will cause its Subsidiaries and their respective the officers, directors, employees, representatives (including investment bankers, consultants and other agents of Company and its investment bankers or attorneys), agents or affiliates Subsidiaries not to, directly or indirectly, encourage, take any action to solicit, initiate initiate, encourage or participate facilitate the making of any Acquisition Proposal or any inquiry with respect thereto or engage in any way in any discussions or negotiations withwith any person with respect thereto, or provide disclose any non-public information to, relating to Company or any of its Subsidiaries or afford any access to the properties, books or records of the Company or any of its Subsidiaries to, any person that has made any Acquisition Proposal; provided that nothing contained in this Section 5.05 shall prevent Company from furnishing non-public information to, or otherwise assist entering into discussions or facilitatenegotiations with, any corporationperson in connection with an unsolicited bona fide Acquisition Proposal received from such person that the Company Board determines in good faith is reasonably likely to lead to a Superior Proposal, partnershipso long as prior to furnishing non-public information to, or entering into discussions or negotiations with, such person, Company receives from such person or other entity or group (other an executed confidentiality agreement with terms no less favorable to Company than those contained in the Parent or Sub or any affiliate or associate of Parent or Sub) concerning any Acquisition Transaction (as defined in Section 6.11 herein) or potential Acquisition TransactionConfidentiality Agreement; PROVIDEDprovided, HOWEVER, further that nothing contained in this Agreement shall prohibit the Board of Directors of prevent the Company Board from furnishing complying with Rule 14e-2 or 14d-9 under the 1934 Act with regard to an Acquisition Proposal. Company will promptly notify (which notice shall be provided orally and in writing and shall identify the person making such Acquisition Proposal and set forth the material terms thereof) Parent, within 24 hours after receipt of any Acquisition Proposal or any request for nonpublic information relating to Company or entering any of its Subsidiaries or for access to the properties, books or records of Company or any of its Subsidiaries by any person that may be considering making, or has made, an Acquisition Proposal if Company is prepared to provide such person with access to such nonpublic information or properties, books or records. Company shall give Parent two business days' advance notice (which notice shall include the terms and conditions of such proposal with respect to an Acquisition Proposal) of any definitive agreement providing for an Acquisition Proposal to be entered into discussions or negotiations with any person or entity that makes an unsolicited bona fide proposal making any such inquiry, offer or proposal. Company shall not be permitted to engage terminate this Agreement pursuant to Section 7.01(d)(1) unless it shall have satisfied the obligations of this Section 5.05 and prior to any such termination, Company shall, and shall cause its financial and legal advisors to, during the two business day period referenced in an Acquisition Transaction that the Board of Directors of the Company determines preceding sentence, negotiate in good faith represents a financially superior transaction for with Parent to make such adjustments in the stockholders terms and conditions of this Agreement as would enable Company to proceed with the transactions contemplated herein. Company when compared to the Offer and the Merger ifwill, and only to will cause the extent that, the Board of Directors determines other persons listed in good faith, following the receipt of advice of outside legal counsel, that failure to take any such action is reasonably likely to be a breach by the Board of Directors of its fiduciary duties to the stockholders of the Company under applicable law; and PROVIDED FURTHER, HOWEVER, that nothing contained in this Agreement shall prohibit the Company or its Board of Directors from taking and disclosing to the Company's stockholders a position with respect to a tender offer by a third party pursuant to Rules 14d-9 and 14e-2(a) promulgated under the Exchange Act. The Company will promptly notify Parent and Sub if any such information is requested from it or any such negotiations or discussions are sought to be initiated with the Company and will promptly communicate to Parent and Sub the terms of any proposal or inquiry and the identity of the party making such proposal or inquiry which it may receive in respect of any such transaction, including, in the case of written proposals or inquiries, furnishing Parent and Sub with a copy of such written proposal or inquiry (and all amendments and supplements thereto). Subject to the first sentence of this Section 6.025.05 to, the Company will and will cause its Subsidiaries, affiliates and their respective officers, directors, employees, representatives and agents to immediately cease and cause to be terminated any existing activitiesall discussions and negotiations, discussionsif any, or negotiations that have taken place prior to the date hereof with any parties other than Parent, Sub or any of their respective affiliates or associates conducted heretofore with respect to any Acquisition TransactionProposal. Except as is required in the exercise of the Subject to compliance with their fiduciary duties of the Board of Directors of the Company duties, as determined in good faithfaith by the Company Board, following and subject to the receipt of advice of outside legal counselexceptions set forth in this Section 5.05, the Company agrees Board shall not authorize Company to release waive any third party from any standstill or confidentiality or standstill agreement provisions contained in agreements to which the Company is a party without Parent's prior written consent and or to take all steps deemed necessary or appropriate by which Company is subject, other than the Parent to enforce to the fullest extent possible all such agreementsConfidentiality Agreement.

No Solicitation. The (a) From and after the date hereof until the earlier of the Effective Time and the termination of this Agreement pursuant to Article 7, the Company shall not, and shall not permit any of cause its Subsidiaries and their respective officersaffiliates not to, directors, employees, representatives (including and shall use its investment bankers or attorneys), agents or affiliates best efforts to cause the Company Representatives not to, directly or indirectly, encourage, (i) solicit, initiate or encourage (including by way of furnishing information or assistance), or take any other action to facilitate, any inquiry in connection with or the making of any proposal from any Person that constitutes, or may reasonably be expected to lead to, an Acquisition Proposal (as defined in Section 5.08(f)), (ii) enter into, explore, maintain, participate in or continue any way discussion or negotiation with any Person (other than Acquisition Corp., Parent or any of the Acquisition Corp. Representatives, as applicable) regarding an Acquisition Proposal, or furnish to any Person (other than Acquisition Corp., Parent or any of the Acquisition Corp. Representatives, as applicable) any non-public information or otherwise assist or participate in, facilitate or encourage, any effort or attempt by any other Person (other than Acquisition Corp., Parent or any of the Acquisition Corp. Representatives, as applicable) to make or effect an Acquisition Proposal, (iii) enter into any agreement, arrangement or understanding with respect to, or otherwise endorse, any Acquisition Proposal, or (iv) authorize or permit any Company Representative to take any such action; provided, however, that, until the date of the approval of this Agreement by the shareholders of the Company at the Shareholders Meeting, the Company Board, based upon the recommendation of the Special Committee, shall not be prohibited by this Section 5.08 from furnishing information to, or engaging in any discussions or negotiations with, or provide any non-public information to, or afford any access to the properties, books or records of the Company or any of its Subsidiaries to, or otherwise assist or facilitate, any corporation, partnership, person or other entity or group (other than Parent or Sub or any affiliate or associate of Parent or Sub) concerning any Acquisition Transaction (as defined in Section 6.11 herein) or potential Acquisition Transaction; PROVIDED, HOWEVER, that nothing contained in this Agreement shall prohibit the Board of Directors of the Company from furnishing information to or entering into discussions or negotiations with any person or entity Person that makes an unsolicited bona fide proposal to engage in an written Acquisition Transaction that Proposal (which did not result from a breach of this Section 5.08) if (A) the Board of Directors Company Board, based upon the recommendation of the Company Special Committee, determines in good faith represents a financially superior transaction for the stockholders of the Company when compared to the Offer and the Merger if, and only to the extent that, the Board of Directors determines in good faith, following the receipt of advice of after consultation with independent outside legal counsel, that failure to take any such action is reasonably likely necessary for the Company Board to be a breach by the Board of Directors of comply with its fiduciary duties to the stockholders of the Company Company’s shareholders under applicable law; and PROVIDED FURTHERLaw, HOWEVER, that nothing contained in this Agreement shall prohibit (B) the Company Acquisition Proposal constitutes or its Board of Directors from taking and disclosing would reasonably be expected to the Company's stockholders a position with respect lead to a tender offer by a third party pursuant Superior Proposal (as defined in Section 5.08(g)) and (C) prior to Rules 14d-9 and 14e-2(a) promulgated under the Exchange Act. The Company will promptly notify Parent and Sub if any furnishing such information is requested from it to, or any engaging in discussions or negotiations regarding an Acquisition Proposal or the Transactions with, such negotiations or discussions are sought to be initiated with the Company and will promptly communicate to Parent and Sub the terms of any proposal or inquiry and the identity of the party making such proposal or inquiry which it may receive in respect of any such transaction, including, in the case of written proposals or inquiries, furnishing Parent and Sub with a copy of such written proposal or inquiry (and all amendments and supplements thereto). Subject to the first sentence of this Section 6.02Person, the Company will and will cause its Subsidiariesreceives from such Person an executed confidentiality agreement (which agreement shall be provided to Parent for information purposes) with terms no less favorable to the Company than those contained in the Confidentiality Agreement. For the avoidance of doubt, affiliates and their respective officers, directors, employees, representatives and agents to immediately cease and cause to be terminated each such confidentiality agreement shall contain an express provision prohibiting such Person from making any existing activities, discussions, or negotiations with any parties Acquisition Proposals other than Parent, Sub or any of their respective affiliates or associates conducted heretofore with respect to any Acquisition Transaction. Except as is required in the exercise of the fiduciary duties of the Board of Directors of requested by the Company as determined in good faith, Board following the receipt of advice of outside legal counsel, a determination by the Company agrees Board that the initial Acquisition Proposal does not to release any third party from any confidentiality or standstill agreement to which the Company is constitute a party without Parent's prior written consent and to take all steps deemed necessary or appropriate by Parent to enforce to the fullest extent possible all such agreementsSuperior Proposal.

No Solicitation. The Company (a) From the date of this Agreement until the earlier of (i) the Effective Time and (ii) the date of the termination of the Merger Agreement, each Shareholder agrees that it shall not, and shall not permit any cause each of its Subsidiaries Affiliates, and its and their respective officers, directors, employees, representatives (including its investment bankers or attorneys), agents or affiliates Representatives not to, directly or indirectly, encourage, indirectly (A) solicit, initiate or knowingly encourage the making of any proposal that constitutes or is reasonably likely to lead to a Takeover Proposal, (B) enter into, continue or otherwise participate in any way in any discussions or negotiations withregarding, or provide furnish to any non-public person any of the Company’s or its Subsidiaries’ confidential information with respect to, any Takeover Proposal, or afford (C) enter into any access Takeover Proposal Documentation with respect to a Takeover Proposal. Notwithstanding the propertiesforegoing, books or records of if the Company or any of its Subsidiaries to, or otherwise assist or facilitate, any corporation, partnership, person or other entity or group (other than Parent or Sub or any affiliate or associate of Parent or Sub) concerning any Acquisition Transaction (as defined in Section 6.11 herein) or potential Acquisition Transaction; PROVIDED, HOWEVER, that nothing contained in this Agreement shall prohibit the Board of Directors of the Company from furnishing information to or entering into discussions or negotiations has determined, after consultation with any person or entity its financial advisor and outside counsel, that makes an unsolicited bona fide proposal written Takeover Proposal constitutes or would reasonably be expected to engage lead to a Superior Proposal, if the Company is participating in an Acquisition Transaction that discussions and negotiations with, or furnishing information to the Board person making such Takeover Proposal pursuant to and in compliance with Section 6.06 of Directors the Merger Agreement, then, notwithstanding clauses (A) and (B) above, such Shareholder, its Affiliates and their respective Representatives may also participate in discussions and negotiations with, and furnish information to, the person making such Takeover Proposal at the request and direction of the Special Committee of the Company determines in good faith represents a financially superior transaction for the stockholders Board of the Company when compared to the Offer Directors. Each Shareholder and the Merger ifits Affiliates, and only to the extent that, the Board of Directors determines in good faith, following the receipt of advice of outside legal counsel, that failure to take any such action is reasonably likely to be a breach by the Board of Directors of its fiduciary duties to the stockholders of the Company under applicable law; and PROVIDED FURTHER, HOWEVER, that nothing contained in this Agreement shall prohibit the Company or its Board of Directors from taking and disclosing to the Company's stockholders a position with respect to a tender offer by a third party pursuant to Rules 14d-9 and 14e-2(a) promulgated under the Exchange Act. The Company will promptly notify Parent and Sub if any such information is requested from it or any such negotiations or discussions are sought to be initiated with the Company and will promptly communicate to Parent and Sub the terms of any proposal or inquiry and the identity of the party making such proposal or inquiry which it may receive in respect of any such transaction, including, in the case of written proposals or inquiries, furnishing Parent and Sub with a copy of such written proposal or inquiry (and all amendments and supplements thereto). Subject to the first sentence of this Section 6.02, the Company will and will cause its Subsidiaries, affiliates and their respective officersRepresentatives, directors, employees, representatives and agents to shall immediately cease and cause to be terminated any existing activities, discussions, all discussions or negotiations with any parties person conducted heretofore (other than with Parent, Sub or any of their respective affiliates or associates conducted heretofore ) with respect to any Acquisition Transaction. Except Takeover Proposal, except to the extent any discussions or negotiations by and among the parties to the A&R SSCSA are required pursuant to the terms of such agreement as is required in the exercise effect as of the fiduciary duties of the Board of Directors of the Company as determined in good faith, following the receipt of advice of outside legal counsel, the Company agrees not to release any third party from any confidentiality or standstill agreement to which the Company is a party without Parent's prior written consent and to take all steps deemed necessary or appropriate by Parent to enforce to the fullest extent possible all such agreementsdate hereof.

No Solicitation. The From the date hereof until the termination of this Agreement, the Company and its Subsidiaries shall not (whether directly or indirectly through advisors, agents or other intermediaries), and the Company shall not, and shall not permit any of use its Subsidiaries and their reasonable efforts to ensure that the respective officers, directors, employees, advisors, representatives (including or other agents of the Company or its investment bankers or attorneys), agents or affiliates toSubsidiaries will not, directly or indirectly, encourage, (a) solicit, initiate initiate, encourage or take any other action to knowingly facilitate, any Acquisition Proposal or (b) engage or participate in any way in any negotiations or substantive discussions or negotiations with, or provide disclose any non-public information to, relating to the Company or its Subsidiaries or afford any access to the properties, books or records of the Company or any of its Subsidiaries to, any Person that has made, or otherwise assist has indicated its interest in making or facilitateconsidering or intending to make, any corporation, partnership, person or other entity or group (other than Parent or Sub or any affiliate or associate of Parent or Sub) concerning any Acquisition Transaction (as defined in Section 6.11 herein) or potential Acquisition Transaction; PROVIDED, HOWEVER, that nothing contained in this Agreement shall prohibit the Board of Directors of the Company from furnishing information to or entering into discussions or negotiations with any person or entity that makes an unsolicited bona fide proposal to engage in an Acquisition Transaction that Proposal; provided, that, to the extent the Board of Directors of the Company determines in good faith represents a financially superior transaction for the stockholders of the Company when compared to the Offer and the Merger if, and only to the extent that, the Board of Directors determines in good faith, following the receipt of advice of after consultation with outside legal counsel, that the failure to take any engage or participate in such action is negotiations or discussions or provide such information or afford such access would be reasonably likely to be a breach by inconsistent with the fiduciary duties of the Board of Directors of its fiduciary duties to the stockholders of the Company under applicable law, the Company may furnish information and afford access to any such Person with respect to the Company and its Subsidiaries and participate in negotiations and enter into agreements with any such Person regarding such Acquisition Proposal; provided, if the Board of Directors of the Company receives an Acquisition Proposal, then, subject to the fiduciary duties of the Board of Directors of the Company, the Company shall promptly inform Parent of the terms and PROVIDED FURTHERconditions of such proposal and the identity of the Person making it. The Company will immediately cease and cause to be terminated any existing activities, HOWEVERdiscussions or negotiations with any other Person that have been conducted heretofore with respect to a potential Acquisition Proposal. Furthermore, that nothing contained in this Agreement Section 5.11 shall prohibit the Company or its the Board of Directors of the Company from taking and disclosing to the Company's stockholders a position with respect to a tender or exchange offer by a third party pursuant to Rules 14d-9 and 14e-2(a) promulgated under the Exchange Act. The Company will promptly notify Parent and Sub if any such information is requested Act or from it or any such negotiations or discussions are sought to be initiated with the Company and will promptly communicate to Parent and Sub the terms of any proposal or inquiry and the identity of the party making such proposal or inquiry which it may receive in respect of any such transaction, including, in the case of written proposals or inquiries, furnishing Parent and Sub with a copy of such written proposal or inquiry (and all amendments and supplements thereto). Subject disclosure to the first sentence of this Section 6.02, the Company will and will cause its Subsidiaries, affiliates and their respective officers, directors, employees, representatives and agents to immediately cease and cause to Company's stockholders as may be terminated any existing activities, discussions, or negotiations with any parties other than Parent, Sub or any of their respective affiliates or associates conducted heretofore with respect to any Acquisition Transaction. Except as is required in the exercise of the fiduciary duties of the Board of Directors of the Company as determined in good faith, following the receipt of advice of outside legal counsel, the Company agrees not to release any third party from any confidentiality or standstill agreement to which the Company is a party without Parent's prior written consent and to take all steps deemed necessary or appropriate by Parent to enforce to the fullest extent possible all such agreementsapplicable law.

No Solicitation. The (a) Except as otherwise provided for in this Agreement, the Company shall notagrees that it and its Subsidiaries shall, and that it shall not permit any of cause its Subsidiaries and their respective officers, directors, officers or other employees, representatives controlled Affiliates, or any investment banker, attorney, accountant or other agent or representative retained by any of them (including its investment bankers collectively, “Representatives”) to immediately cease any discussions or attorneys)negotiations with any Persons that may be ongoing with respect to an Acquisition Proposal and, agents until the earlier of the Effective Time or affiliates tothe date, if any, on which this Agreement is terminated pursuant to Article VIII, not, directly or indirectly, encourage, : (i) solicit, initiate initiate, knowingly facilitate or knowingly encourage any Acquisition Proposal; (ii) participate in any way negotiations regarding, or furnish to any person any nonpublic information with respect to, any Acquisition Proposal; (iii) engage in discussions with any person with respect to any Acquisition Proposal; (iv) approve or recommend any Acquisition Proposal; (v) enter into any letter of intent or similar document or any agreement or commitment providing for any Acquisition Proposal; (vi) take any action to make the provisions of any “fair price,” “moratorium,” “control share acquisition,” “business combination” or other similar anti-takeover statute or regulation (including any transaction under, or a third party becoming an “interested stockholder” under, Section 203 of the DGCL), or any restrictive provision of any applicable anti-takeover provision in the certificate of incorporation or bylaws of the Company, inapplicable to any person other than Parent and its Affiliates or to any transactions constituting or contemplated by an Acquisition Proposal; or (vii) resolve or agree to do any of the foregoing. The Company shall promptly after the date hereof instruct each person that has executed a confidentiality agreement (other than the Confidentiality Agreement) relating to an Acquisition Proposal or potential Acquisition Proposal with or for the benefit of the Company promptly (and in any discussions case within five Business Days) to return or negotiations withdestroy all information, or provide any non-public information to, or afford any access documents and materials relating to the propertiesAcquisition Proposal or to the Company or its businesses, books operations or records of affairs heretofore furnished by the Company or any of its Subsidiaries toRepresentatives to such person or any of its Representatives in accordance with the terms of any confidentiality agreement with such person, or otherwise assist or facilitateand shall use reasonable best efforts to enforce, and not waive without Parent’s prior written consent, any corporation, partnership, person standstill or similar provision in any confidentiality or other entity or group (other than Parent or Sub or any affiliate or associate of Parent or Sub) concerning any Acquisition Transaction (as defined in Section 6.11 herein) or potential Acquisition Transactionagreement with such person; PROVIDED, HOWEVERprovided, that nothing contained in this Agreement shall prohibit if the Board of Directors of the Company from furnishing information to or entering into discussions or negotiations with any person or entity that makes an unsolicited bona fide proposal to engage in an Acquisition Transaction that the Board of Directors of the Company determines in good faith represents a financially superior transaction for the stockholders of the Company when compared to the Offer and the Merger if, and only to the extent that, the Board of Directors Special Committee determines in good faith, following the receipt of advice of after consultation with outside legal counsel, that failure to take any such action is reasonably likely to it would be a breach by the Board of Directors of inconsistent with its fiduciary duties obligations under Delaware Law not to do so, the Company may waive any standstill or similar provisions in its agreements to the stockholders of the Company under applicable law; and PROVIDED FURTHERextent necessary to permit a person to make, HOWEVER, that nothing contained in this Agreement shall prohibit the Company or its Board of Directors from taking and disclosing on a confidential basis to the Company's stockholders a position with respect Special Committee, an Acquisition Proposal, conditioned upon such Person agreeing to a tender offer by a third party pursuant to Rules 14d-9 and 14e-2(a) promulgated under the Exchange Act. The Company will promptly notify Parent and Sub if any disclosure of such information is requested from it or any such negotiations or discussions are sought to be initiated with the Company and will promptly communicate Acquisition Proposal to Parent and Sub the terms of any proposal or inquiry and the identity of the party making such proposal or inquiry which it may receive in respect of any such transaction, includingAcquisition Sub, in the each case of written proposals or inquiries, furnishing Parent as contemplated by and Sub subject to compliance with a copy of such written proposal or inquiry (and all amendments and supplements thereto). Subject to the first sentence of this Section 6.02, the Company will and will cause its Subsidiaries, affiliates and their respective officers, directors, employees, representatives and agents to immediately cease and cause to be terminated any existing activities, discussions, or negotiations with any parties other than Parent, Sub or any of their respective affiliates or associates conducted heretofore with respect to any Acquisition Transaction. Except as is required in the exercise of the fiduciary duties of the Board of Directors of the Company as determined in good faith, following the receipt of advice of outside legal counsel, the Company agrees not to release any third party from any confidentiality or standstill agreement to which the Company is a party without Parent's prior written consent and to take all steps deemed necessary or appropriate by Parent to enforce to the fullest extent possible all such agreements5.02.

No Solicitation. The Company shall not(a) OrthAlliance agrees that it and its Subsidiaries, and shall not permit any of its Subsidiaries and their respective officers, directors, employees, representatives (including its representatives, consultants, investment bankers or bankers, attorneys), accountants and agents or affiliates toshall not, directly or indirectly, (i) encourage, solicit, initiate initiate, facilitate, entertain or accept any Acquisition Proposal, (ii) 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 any discussions or negotiations with, or provide furnish or disclose any non-public information to, any Person (other than OCA and OCA Merger Sub) in connection with or afford any access to the properties, books or records of the Company or any of its Subsidiaries with respect to, or otherwise assist or facilitate, any corporation, partnership, person or other entity or group (other than Parent or Sub or any affiliate or associate of Parent or Sub) concerning any Acquisition Transaction (as defined in Section 6.11 herein) or potential Acquisition Transaction; PROVIDED, HOWEVER, that nothing contained in this Agreement shall prohibit the Board of Directors of the Company from furnishing information to or entering into discussions or negotiations with any person or entity that makes an unsolicited bona fide proposal to engage in an Acquisition Transaction that the Board of Directors of the Company determines in good faith represents a financially superior transaction for the stockholders of the Company when compared to the Offer and the Merger if, and only to the extent that, the Board of Directors determines in good faith, following the receipt of advice of outside legal counsel, that failure to take any such other action is reasonably likely to be a breach by facilitate any inquiries or the Board of Directors of its fiduciary duties to the stockholders of the Company under applicable law; and PROVIDED FURTHER, HOWEVER, that nothing contained in this Agreement shall prohibit the Company or its Board of Directors from taking and disclosing to the Company's stockholders a position with respect to a tender offer by a third party pursuant to Rules 14d-9 and 14e-2(a) promulgated under the Exchange Act. The Company will promptly notify Parent and Sub if any such information is requested from it or any such negotiations or discussions are sought to be initiated with the Company and will promptly communicate to Parent and Sub the terms making of any proposal that constitutes, or inquiry and the identity of the party making such proposal may reasonably be expected to lead to, any Acquisition Proposal, or inquiry which it may receive in respect of any such transaction, including, in the case of written proposals (v) authorize or inquiries, furnishing Parent and Sub with a copy of such written proposal or inquiry (and all amendments and supplements thereto). Subject to the first sentence of this Section 6.02, the Company will and will cause permit its Subsidiaries, affiliates and their respective officers, directors, employees, representatives representatives, consultants, investment bankers, attorneys, accountants and agents to immediately cease and cause to be terminated any existing activities, discussions, or negotiations with any parties other than Parent, Sub or do any of their respective affiliates the foregoing; provided, however, that OrthAlliance, in response to an unsolicited, bona fide, written Acquisition Proposal, may, after giving notice to OCA and without limiting OrthAlliance's obligations under Section 8.4, take one or associates conducted heretofore with respect to any Acquisition Transaction. Except as is required in the exercise more of the fiduciary duties of following actions if the Board of Directors of the Company as determined OrthAlliance determines in good faithfaith that the failure to take such action or actions would violate the fiduciary obligations of such Board of Directors under applicable law: (1) participate or engage in such discussions or negotiations with the Person making such Acquisition Proposal regarding such unsolicited, following bona fide, written Acquisition Proposal, (2) provide or cause to be provided information to the receipt of advice of outside legal counsel, the Company agrees Person making such Acquisition Proposal (pursuant to a confidentiality agreement with terms not more favorable to release any such third party from any confidentiality or standstill agreement than the terms of the Confidentiality Agreement between OrthAlliance and OCA), and (3) authorize and permit its officers, directors, employees, representatives, investment bankers, attorneys, accountants, financial advisors and agents to which the Company is a party without Parent's prior written consent and to take all steps deemed necessary or appropriate by Parent to enforce to the fullest extent possible all such agreements.take

No Solicitation. The (a) From and after the date of this Agreement until the Effective Time or termination of this Agreement pursuant to Article VII, Company shall and its subsidiaries will not, and shall not nor will they authorize or permit any of its Subsidiaries and their respective officers, directors, employeesaffiliates or employees or any investment banker, representatives (including its investment bankers attorney or attorneys), agents other advisor or affiliates representative retained by any of them to, directly or indirectly, encourage, (i) solicit, initiate initiate, encourage or induce the making, submission or announcement of any Acquisition Proposal (as defined below), (ii) participate in any way in any discussions or negotiations withregarding, or provide furnish to any non-public person any information with respect to, or afford take any access other action to facilitate any inquiries or the propertiesmaking of any proposal that constitutes or would reasonably be expected to lead to, books any Acquisition Proposal, (iii) engage in discussions with any person with respect to any Acquisition Proposal, (iv) approve, endorse or records recommend any Acquisition Proposal or (v) enter into any letter of the Company intent or similar document or any of its Subsidiaries tocontract, agreement or commitment contemplating or otherwise assist or facilitate, any corporation, partnership, person or other entity or group (other than Parent or Sub or any affiliate or associate of Parent or Sub) concerning relating to any Acquisition Transaction (as defined in Section 6.11 herein) or potential Acquisition Transactionbelow); PROVIDEDprovided, HOWEVERhowever, that nothing contained in this Agreement Section 5.4 shall prohibit the Board of Directors of the Company from (i) complying with Rule 14d-9 or 14e-2(a) promulgated under the Exchange Act with regard to a tender or exchange offer or (ii) in response to an unsolicited, bona fide written Acquisition Proposal that Company's Board of Directors reasonably concludes constitutes a Superior Offer (as defined below), engaging in discussions or participating in negotiations with and furnishing information to or entering into discussions or negotiations with any person or entity that makes an unsolicited bona fide proposal the party making such Acquisition Proposal to engage in an Acquisition Transaction that the extent (A) the Board of Directors of the Company determines in good faith represents a financially superior transaction for the stockholders of the Company when compared to the Offer and the Merger if, and only to the extent that, the Board of Directors determines in good faith, following the receipt of advice of after consultation with its outside legal counsel, counsel that failure to take any such action is reasonably likely to would be a breach by the Board of Directors of inconsistent with its fiduciary duties to the stockholders of the Company obligations under applicable law; , (B) (x) at least two business days prior to furnishing any such nonpublic information to, or entering into discussions or negotiations with, such party, Company gives Parent written notice of Company's intention to furnish nonpublic information to, or enter into discussions or negotiations with, such party and PROVIDED FURTHER(y) Company receives from such party an executed confidentiality agreement containing customary limitations on the use and disclosure of all nonpublic written and oral information furnished to such party by or on behalf of Company, HOWEVERand (C) contemporaneously with furnishing any such nonpublic information to such party, that nothing contained in this Agreement shall prohibit Company furnishes such nonpublic information to Parent (to the extent such nonpublic information has not been previously furnished by the Company or its Board of Directors from taking and disclosing to the Company's stockholders a position with respect to a tender offer by a third party pursuant to Rules 14d-9 and 14e-2(a) promulgated under the Exchange ActParent). The Company will promptly notify Parent and Sub if any such information is requested from it or any such negotiations or discussions are sought to be initiated with the Company and its subsidiaries will promptly communicate to Parent and Sub the terms of immediately cease any proposal or inquiry and the identity of the party making such proposal or inquiry which it may receive in respect of any such transaction, including, in the case of written proposals or inquiries, furnishing Parent and Sub with a copy of such written proposal or inquiry (and all amendments and supplements thereto). Subject to the first sentence of this Section 6.02, the Company will and will cause its Subsidiaries, affiliates and their respective officers, directors, employees, representatives and agents to immediately cease and cause to be terminated any existing activities, discussions, discussions or negotiations with any parties other than Parent, Sub or any of their respective affiliates or associates conducted heretofore with respect to any Acquisition TransactionProposal. Except as Without limiting the foregoing, it is required in the exercise understood that any violation of the fiduciary duties restrictions set forth in this Section 5.4 by any officer, director or employee of the Board Company or any of Directors its subsidiaries or any investment banker, attorney or other advisor or representative of the Company as determined in good faith, following the receipt or any of advice its subsidiaries shall be deemed to be a breach of outside legal counsel, the Company agrees not to release any third party from any confidentiality or standstill agreement to which the Company is a party without Parent's prior written consent and to take all steps deemed necessary or appropriate by Parent to enforce to the fullest extent possible all such agreements.this Section 5.4

No Solicitation. The (a) From the date of this Agreement until the Closing Date, the Company shall agrees that it will not, and shall not permit any of its Subsidiaries and their respective officers, directors, employees, representatives (including its investment bankers or attorneys), agents or affiliates to, directly or indirectlyindirectly through any officer, encourageSubsidiary, solicitAffiliate, initiate director, employee, stockholder, representative, agent or participate other person, (i) seek, initiate, solicit or encourage any Person to make an Acquisition Proposal, (ii) engage in negotiations or discussions concerning an Acquisition Proposal with any way in any discussions person or negotiations withgroup, or provide (iii) disclose any non-public information to, relating to the Company or afford any give access to the properties, employees, books or records of the Company or any of its Subsidiaries to, or otherwise assist or facilitate, subsidiaries to any corporation, partnership, person or other entity or group (other than Parent or Sub or any affiliate or associate of Parent or Sub) concerning in connection with any Acquisition Transaction Proposal or (as defined in Section 6.11 hereiniv) approve or potential recommend or agree to approve or recommend any Acquisition TransactionProposal; PROVIDED, HOWEVER, provided that nothing contained in this Agreement herein shall prohibit prevent the Board of Directors of the Company or a committee thereof from (A) furnishing information to any person that has made an Acquisition Proposal not solicited in violation of this paragraph or (B) subject to the other provisions of this paragraph, entering into or participating in discussions or negotiations with any person or entity that makes an unsolicited bona fide proposal to engage in concerning an Acquisition Transaction that Proposal not solicited in violation of this paragraph so long as, in any case, (x) the Board of Directors of the Company determines or such committee shall have concluded in good faith represents a financially superior transaction for (after receiving and considering the stockholders advice of the Company when compared its outside legal counsel) that failing to the Offer and the Merger if, and only to the extent that, participate in such discussions or negotiations or furnishing such information would cause the Board of Directors determines in good faith, following the receipt of advice of outside legal counsel, that failure to take any or such action is reasonably likely committee to be a in breach by the Board of Directors of its fiduciary duties to the stockholders of the Company Shareholders under applicable law; , and PROVIDED FURTHER, HOWEVER, that nothing contained (y) prior to participating in this Agreement shall prohibit the Company such discussions or its Board of Directors from taking and disclosing to the Company's stockholders a position with respect to a tender offer by a third party pursuant to Rules 14d-9 and 14e-2(a) promulgated under the Exchange Act. The Company will promptly notify Parent and Sub if negotiations or furnishing any such information is requested from it or any such negotiations or discussions are sought to be initiated with information, the Company and will promptly communicate to Parent and Sub the terms of any proposal or inquiry and the identity of the party making such proposal offer agrees to a confidentiality agreement on terms that are, in the aggregate, no less favorable to the Company than those of the Confidentiality Agreement (other than the standstill provisions thereof) and the New Investor is given concurrent or inquiry which advance written no- tice xxxreof unless the Board of Directors or such committee shall have concluded in good faith, after receiving and considering the advice of its outside counsel, that doing so would cause it to be in breach of its fiduciary responsibilities to the Company Shareholders under applicable law. The Board of Directors or such committee may receive (x) fail to make, withdraw or modify in respect a manner adverse to the New Investor its recommendation to its stockholders referred to in Section 5.03, (y) take and disclose to the Company Shareholders a position contemplated by Rule 14e-2 under the 1934 Act or otherwise complying with its disclosure obligations and/or (z) take any non-appealable, final action ordered to be taken by the Company by any court of any such transactioncompetent jurisdiction, including, but in the case of written proposals clause (x) or inquiries, furnishing Parent and Sub with a copy of such written proposal or inquiry (and all amendments and supplements thereto). Subject to the first sentence of this Section 6.02, the Company will and will cause its Subsidiaries, affiliates and their respective officers, directors, employees, representatives and agents to immediately cease and cause to be terminated any existing activities, discussions, or negotiations with any parties other than Parent, Sub or any of their respective affiliates or associates conducted heretofore with respect to any Acquisition Transaction. Except as is required in the exercise of the fiduciary duties of y) only if the Board of Directors of the Company as determined or such committee determines, in good faith, following the receipt of advice of faith after consultation with outside legal counsel, the Company agrees not to release any third party from any confidentiality or standstill agreement to which the Company is a party without Parent's prior written consent and to take all steps deemed necessary or appropriate by Parent to enforce counsel to the fullest extent possible all Company, that such agreementsaction is consistent with the exercise of its fiduciary duties under applicable law.

No Solicitation. The Company Each Stockholder agrees that, during the period from the date of this Agreement through the Expiration Date, such Stockholder shall not, and shall not permit any of its Subsidiaries and their respective officers, directors, employees, representatives (including its investment bankers or attorneys), agents or affiliates to, directly or indirectly, encourageand such Stockholder shall instruct such Stockholder’s Representatives to not, directly or indirectly: (a) solicit, initiate knowingly facilitate or knowingly encourage the initiation of any inquiry, proposal or offer from any Person (other than Parent or Parent’s Representatives) relating to a possible Acquisition Transaction; (b) participate in any way in any discussions or negotiations or enter into any agreement with, or provide any non-public information to, or afford any access to the properties, books or records of the Company or any of its Subsidiaries to, or otherwise assist or facilitate, any corporation, partnership, person or other entity or group Person (other than Parent or Sub Parent’s Representatives) relating to or any affiliate or associate of Parent or Sub) concerning any Acquisition Transaction (as defined in Section 6.11 herein) or potential connection with a possible Acquisition Transaction; PROVIDEDor (c) consider, HOWEVERentertain or accept any proposal or offer from any Person (other than Parent or Parent’s Representatives acting on behalf of Parent) relating to a possible Acquisition Transaction. Each Stockholder shall immediately cease and discontinue, and each Stockholder shall ensure that nothing such Stockholder’s Representatives immediately cease and discontinue, any existing discussions with any Person that related to any inquiry, proposal or offer relating to a possible Acquisition Transaction. Nothing contained in this Section 5 or Section 4.4 of the Merger Agreement shall prohibit such Stockholder or its Representatives from having discussions with any potential joint venture partner or otherwise considering any strategic acquisition so long as (x) the Board potential joint venture or acquisition transaction does not contemplate the sale or issuance of Directors any securities of any Acquired Company (unless otherwise disclosed to Parent prior to the date hereof) and would be intended primarily to address the needs of the Company from furnishing information Acquired Companies to or entering into discussions or negotiations with any person or entity that makes an unsolicited bona fide proposal to engage in an Acquisition Transaction that the Board find alternative sources of Directors production of wafers for customers of the Company determines in good faith represents a financially superior transaction Acquired Companies during periods where the Acquired Companies lack the manufacturing capacity to fulfill their customers’ orders or forecasted orders for the stockholders of wafers, and (y) the Company when compared to the Offer and the Merger if, and only to the extent that, the Board does not enter into any letter of Directors determines in good faith, following the receipt of advice of outside legal counsel, that failure to take any such action is reasonably likely to be a breach by the Board of Directors of its fiduciary duties to the stockholders of the Company under applicable law; and PROVIDED FURTHER, HOWEVER, that nothing contained in this Agreement shall prohibit the Company intent or its Board of Directors from taking and disclosing to the Company's stockholders a position with respect to a tender offer by a third party pursuant to Rules 14d-9 and 14e-2(a) promulgated under the Exchange Act. The Company will promptly notify Parent and Sub if any such information is requested from it or any such negotiations or discussions are sought to be initiated with the Company and will promptly communicate to Parent and Sub the terms of any proposal or inquiry and the identity of the party making such proposal or inquiry which it may receive in respect of any such transaction, including, in the case of written proposals or inquiries, furnishing Parent and Sub with a copy of such written proposal or inquiry (and all amendments and supplements thereto). Subject to the first sentence of this Section 6.02, the Company will and will cause its Subsidiaries, affiliates and their respective officers, directors, employees, representatives and agents to immediately cease and cause to be terminated any existing activities, discussions, or negotiations with any parties other than Parent, Sub or any of their respective affiliates or associates conducted heretofore binding agreement with respect to any Acquisition Transaction. Except as is required in the exercise of the fiduciary duties of foregoing without the Board of Directors of the Company as determined in good faith, following the receipt of advice of outside legal counsel, the Company agrees not to release any third party from any confidentiality or standstill agreement to which the Company is a party without Parent's prior written consent and of Parent, not to take all steps deemed necessary or appropriate by Parent to enforce to the fullest extent possible all such agreementsbe unreasonably withheld.

No Solicitation. The (a) Each of Parent and the Company shall immediately cease any discussions or negotiations with any Person that may be ongoing with respect to a Takeover Proposal and, if applicable, shall seek to have returned to the Company or Parent as applicable any information and materials that have been provided in any such discussions or negotiations and shall immediately terminate all physical and electronic dataroom access previously granted to any such Person or its Representatives. From and after the date hereof until the earlier to occur of the Effective Time or the date of termination of this Agreement in accordance with Article VII, each of the Company and Parent shall not, and nor shall not it permit any of its Subsidiaries and their respective to, nor shall it authorize or permit any of its officers, directorsdirectors or employees or any Affiliate, employeesinvestment banker, representatives (including its investment bankers financial advisor, attorney, accountant or attorneys), agents or affiliates to, directly or indirectly, encourage, solicit, initiate or participate in any way in any discussions or negotiations with, or provide any non-public information to, or afford any access to the properties, books or records of the Company other Representative retained by it or any of its Subsidiaries to, directly or otherwise assist indirectly, (i) solicit, initiate or knowingly encourage (including by way of furnishing information) or take any other action to facilitate, any corporationinquiry or the making of any proposal which constitutes, partnershipor may reasonably be expected to lead to, person any Takeover Proposal, (ii) enter into any letter of intent, memorandum of understanding, merger agreement or other entity agreement, arrangement or group understanding relating to any Takeover Proposal (other than Parent or Sub or any affiliate or associate an Acceptable Confidentiality Agreement entered into pursuant to subsection (A) of Parent or Sub) concerning any Acquisition Transaction (as defined in Section 6.11 hereinthe proviso of this sentence) or potential Acquisition Transaction; PROVIDED(iii) enter into, HOWEVER, that nothing contained continue or otherwise participate in this Agreement shall prohibit the Board of Directors of the Company from furnishing information to or entering into any discussions or negotiations with regarding any person Takeover Proposal; provided, however, that if, prior to obtaining the Company Stockholder Approval (in the case of the Company) or entity that makes an unsolicited bona fide proposal to engage the Parent Stockholder Approval (in an Acquisition Transaction the case of Parent), following the receipt of a Superior Proposal or a Takeover Proposal that the Company Board of Directors of the Company or Parent Board, as applicable, determines in good faith represents is reasonably expected to lead to a financially superior transaction for Superior Proposal and that in either case was unsolicited and made after the stockholders date of this Agreement in circumstances not otherwise involving a breach of this Agreement, the Company when compared to Board or the Offer and the Merger ifParent Board, and only to the extent thatas applicable, the Board of Directors determines in good faith, following the receipt of advice of after consultation with outside legal counsel, that a failure to take any such action is reasonably likely with respect to such Takeover Proposal would be a breach by inconsistent with the Board of Directors exercise of its fiduciary duties to the Company’s stockholders of the Company or Parent’s stockholders, as applicable, under applicable law; and PROVIDED FURTHERLaw, HOWEVER, that nothing contained in this Agreement shall prohibit the Company or its Board of Directors from taking Parent, as applicable, may, in response to such Takeover Proposal, and disclosing subject to the Company's stockholders a position compliance with Section 5.4(c), (A) furnish information with respect to a tender offer by a third party pursuant to Rules 14d-9 and 14e-2(a) promulgated under the Exchange Act. The Company will promptly notify Parent and Sub if any such information is requested from it or any such negotiations or discussions are sought to be initiated with the Company and will promptly communicate or Parent, as applicable, to Parent and Sub the terms of any proposal or inquiry and the identity of the party making such proposal Takeover Proposal pursuant to a confidentiality agreement (an “Acceptable Confidentiality Agreement”) that contains confidentiality and standstill provisions not less favorable to the Company or inquiry which it Parent, as the case may receive be, than those contained in respect the Confidentiality Agreements; provided that (x) such confidentiality agreement shall permit the provision of any all information to Parent and the Company, as applicable, that is contemplated or required by this Section 5.4 to be provided to Parent or the Company, as applicable, and (y) such transactionconfidentiality agreement shall include a standstill, includingexcept that, (i) such standstill need not prohibit the Person making such Takeover Proposal from making a Takeover Proposal to the Company Board or Parent Board, as applicable, in the case of written proposals or inquiries, furnishing Parent a confidential manner and Sub with (ii) such confidentiality agreement need not include a copy of such written proposal or inquiry (and all amendments and supplements thereto). Subject standstill to the first sentence extent that the Person making such Alternative Acquisition Proposal has commenced a tender offer or exchange offer incorporating an Takeover Proposal, and (B) engage in discussions or negotiations with such party regarding such Takeover Proposal. In addition, notwithstanding anything in this Agreement to the contrary, following the receipt of this Section 6.02a Takeover Proposal, the Company will Board or Parent Board, as applicable, may contact the Person or group of Persons who has made such Takeover Proposal solely for the purpose of seeking clarification of the terms and will cause its Subsidiaries, affiliates conditions thereof and their respective officers, directors, employees, representatives and agents to immediately cease and cause to be terminated any existing activities, discussions, the Company or negotiations with any parties other than Parent, Sub as applicable, shall promptly provide a summary of such clarifications to the other Party. It is agreed that any violation of the restrictions set forth in the preceding sentence by any Representative of each of the Company or Parent, as applicable, or any of their respective affiliates Subsidiaries shall be deemed to be a breach of this Section 5.4(a) by the Company or associates conducted heretofore Parent, as applicable. Prior to the termination of this Agreement, except in connection with respect a concurrent termination of this Agreement pursuant to any Acquisition Transaction. Except as is required in Section 7.1(c)(iv) or Section 7.1(d)(iv), but subject to the exercise concurrent payment of the fiduciary duties of applicable Company Termination Fee or Parent Termination Fee, as the Board of Directors case may be, (1) neither the Company nor Parent shall take any action to exempt any Person from the restrictions on “business combinations” or any similar provision contained in any applicable Takeover Law or the Constituent Documents of the Company or Parent, as determined in good faithapplicable, following the receipt of advice of outside legal counselotherwise cause such restrictions not to apply, and (2) the Company agrees shall not (x) terminate (or permit the termination of (except in accordance with its terms and not related to release any third party from any confidentiality a Takeover Proposal)), waive or standstill agreement to which amend the Company is a party without Parent's prior written consent and to take all steps deemed necessary or appropriate by Parent to enforce to the fullest extent possible all such agreements.Rights Agreement,

No Solicitation. The (a) From and after the date hereof until the earlier of the Effective Time and the termination of this Agreement pursuant to Article 7, the Company shall not, and shall not permit any of cause its Subsidiaries and their respective officersaffiliates not to, directors, employees, representatives (including and shall use its investment bankers or attorneys), agents or affiliates best efforts to cause the Company Representatives not to, directly or indirectly, encourage, (i) solicit, initiate or encourage (including by way of furnishing information or assistance), or take any other action to facilitate, any inquiry in connection with or the making of any proposal from any Person that constitutes, or may reasonably be expected to lead to, an Acquisition Proposal (as defined in Section 5.08(f)), (ii) enter into, explore, maintain, participate in or continue any way discussion or negotiation with any Person (other than Acquisition Corp., Parent or any of the Acquisition Corp. Representatives, as applicable) regarding an Acquisition Proposal, or furnish to any Person (other than Acquisition Corp., Parent or any of the Acquisition Corp. Representatives, as applicable) any non-public information or otherwise assist or participate in, facilitate or encourage, any effort or attempt by any other Person (other than Acquisition Corp., Parent or any of the Acquisition Corp. Representatives, as applicable) to make or effect an Acquisition Proposal, (iii) enter into any agreement, arrangement or understanding with respect to, or otherwise endorse, any Acquisition Proposal, or (iv) authorize or permit any Company Representative to take any such action; provided, however, that, until the date of the approval of this Agreement by the shareholders of the Company at the Shareholders Meeting, the Company Board, based upon the recommendation of the Special Committee, shall not be prohibited by this Section 5.08 from furnishing information to, or engaging in any discussions or negotiations with, or provide any non-public information to, or afford any access to the properties, books or records of the Company or any of its Subsidiaries to, or otherwise assist or facilitate, any corporation, partnership, person or other entity or group (other than Parent or Sub or any affiliate or associate of Parent or Sub) concerning any Acquisition Transaction (as defined in Section 6.11 herein) or potential Acquisition Transaction; PROVIDED, HOWEVER, that nothing contained in this Agreement shall prohibit the Board of Directors of the Company from furnishing information to or entering into discussions or negotiations with any person or entity Person that makes an unsolicited bona fide proposal to engage in an written Acquisition Transaction that Proposal (which did not result from a breach of this Section 5.08) if (A) the Board of Directors Company Board, based upon the recommendation of the Company Special Committee, determines in good faith represents a financially superior transaction for the stockholders of the Company when compared to the Offer and the Merger if, and only to the extent that, the Board of Directors determines in good faith, following the receipt of advice of after consultation with independent outside legal counsel, that failure to take any such action is reasonably likely necessary for the Company Board to be a breach by the Board of Directors of comply with its fiduciary duties to the stockholders of the Company Company’s shareholders under applicable law; and PROVIDED FURTHERLaw, HOWEVER, that nothing contained in this Agreement shall prohibit (B) the Company Acquisition Proposal constitutes or its Board of Directors from taking and disclosing would reasonably be expected to the Company's stockholders a position with respect lead to a tender offer by a third party pursuant Superior Proposal (as defined in Section 5.08(g)) and (C) prior to Rules 14d-9 and 14e-2(a) promulgated under the Exchange Act. The Company will promptly notify Parent and Sub if any furnishing such information is requested from it to, or any engaging in discussions or negotiations regarding an Acquisition Proposal or the Transactions with, such negotiations or discussions are sought to be initiated with the Company and will promptly communicate to Parent and Sub the terms of any proposal or inquiry and the identity of the party making such proposal or inquiry which it may receive in respect of any such transaction, including, in the case of written proposals or inquiries, furnishing Parent and Sub with a copy of such written proposal or inquiry (and all amendments and supplements thereto). Subject to the first sentence of this Section 6.02Person, the Company will and will cause its Subsidiaries, affiliates and their respective officers, directors, employees, representatives and agents receives from such Person an executed confidentiality agreement (which agreement shall be provided to immediately cease and cause Parent for information purposes) with terms no less favorable to be terminated any existing activities, discussions, or negotiations with any parties other the Company than Parent, Sub or any of their respective affiliates or associates conducted heretofore with respect to any Acquisition Transaction. Except as is required those contained in the exercise of the fiduciary duties of the Board of Directors of the Company as determined in good faith, following the receipt of advice of outside legal counsel, the Company agrees not to release any third party from any confidentiality or standstill agreement to which the Company is a party without Parent's prior written consent and to take all steps deemed necessary or appropriate by Parent to enforce to the fullest extent possible all such agreementsConfidentiality Agreement.

No Solicitation. The Except with respect to this Agreement and the transactions contemplated hereby, no Company shall not, and shall not permit Entity nor any of its Subsidiaries and their respective officers, directors, employees, representatives (including its investment bankers or attorneys), agents or affiliates toAffiliate thereof nor any Representative thereof retained by any Company Entity shall, directly or indirectly, encourageinitiate, solicit, initiate encourage or participate in knowingly facilitate (including by way of furnishing non-public information) any way inquiries or the making of any Acquisition Proposal. Notwithstanding anything herein to the contrary, Company and its Board of Directors shall be permitted (i) to the extent applicable, to comply with Rule 14d-9 and Rule 14e-2 promulgated under the Exchange Act with regard to an Acquisition Proposal, (ii) to engage in any discussions or negotiations with, or provide any non-public information to, or afford any access Person in response to an unsolicited bona fide written Acquisition Proposal by any such Person, if and only to the properties, books or records extent that (a) Company stockholders shall not have approved adoption of the Company or any of its Subsidiaries to, or otherwise assist or facilitate, any corporation, partnership, person or other entity or group (other than Parent or Sub or any affiliate or associate of Parent or Sub) concerning any Acquisition Transaction (as defined in Section 6.11 herein) or potential Acquisition Transaction; PROVIDED, HOWEVER, that nothing contained in this Agreement shall prohibit at the Stockholders' Meeting, (b) Company's Board of Directors concludes in good faith and consistent with its fiduciary duties to Company's stockholders under applicable Law that such Acquisition Proposal could reasonably be expected to result in a Superior Proposal, (c) prior to providing any information or data to any Person in connection with an Acquisition Proposal by any such Person, Company's Board of Directors receives from such Person an executed confidentiality agreement containing confidentiality terms at least as stringent as those contained in the Company from furnishing Confidentiality Agreement, and (d) prior to providing any information or data to any Person or entering into discussions or negotiations with any person or entity that makes an unsolicited bona fide proposal to engage in an Acquisition Transaction that the Person, Company's Board of Directors notifies Parent promptly of the Company determines in good faith represents a financially superior transaction for the stockholders of the Company when compared to the Offer and the Merger ifsuch inquiries, and only to the extent thatproposals or offers received by, the Board of Directors determines in good faith, following the receipt of advice of outside legal counsel, that failure to take any such action is reasonably likely to be a breach by the Board of Directors of its fiduciary duties to the stockholders of the Company under applicable law; and PROVIDED FURTHER, HOWEVER, that nothing contained in this Agreement shall prohibit the Company or its Board of Directors from taking and disclosing to the Company's stockholders a position with respect to a tender offer by a third party pursuant to Rules 14d-9 and 14e-2(a) promulgated under the Exchange Act. The Company will promptly notify Parent and Sub if any such information is requested from it from, or any such discussions or negotiations or discussions are sought to be initiated or continued with, 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. Company and agrees that it will promptly communicate to keep Parent informed of the status and Sub the terms of any proposal such proposals or inquiry offers and the identity of the party making such proposal or inquiry which it may receive in respect status and terms of any such transactiondiscussions or negotiations. Company agrees that it will, including, in the case of written proposals or inquiries, furnishing Parent and Sub with a copy of such written proposal or inquiry (and all amendments and supplements thereto). Subject to the first sentence of this Section 6.02, the Company will and will cause its Subsidiaries, affiliates and their respective officers, directorsdirectors and Representatives to, employees, representatives and agents to immediately cease and cause to be terminated any existing activities, discussions, discussions or negotiations existing as of the date of this Agreement with any parties other than Parent, Sub or any of their respective affiliates or associates conducted heretofore with respect to any Acquisition TransactionProposal. Except as is required in the exercise Company agrees that it will use reasonable best efforts to promptly inform its directors, officers, key employees, agents and Representatives of the fiduciary duties obligations undertaken in this Section 8.8. Nothing in this Section 8.8 shall (x) permit Company to terminate this Agreement (except as specifically provided in Article 10) or (y) affect any other obligation of the Board of Directors of the Parent or Company as determined in good faith, following the receipt of advice of outside legal counsel, the Company agrees not to release any third party from any confidentiality or standstill agreement to which the Company is a party without Parent's prior written consent and to take all steps deemed necessary or appropriate by Parent to enforce to the fullest extent possible all such agreementsunder this Agreement.

No Solicitation. (a) The Company shall and its affiliates will not, and the Company and its affiliates will use their reasonable efforts to ensure that their respective officers, directors, employees, investment bankers, attorneys, accountants and other representatives and agents do not, directly or indirectly, initiate, solicit, encourage or participate in negotiations or discussions relating to, or provide any information to any Person (as defined below) concerning, or take any action to facilitate the making of, any offer or proposal which constitutes or is reasonably likely to lead to any Acquisition Proposal (as defined below) of the Company or any affiliate, or any inquiry with respect thereto, or agree to approve or recommend any Acquisition Proposal. The Company shall, and shall not permit any of cause its Subsidiaries affiliates, and their respective officers, directors, employees, representatives (including its investment bankers or bankers, attorneys), accountants and other agents or affiliates to, immediately cease and cause to be terminated all existing activities, discussions and negotiations, if any, with any parties conducted heretofore with respect to any of the foregoing. Notwithstanding the foregoing, the Company may, directly or indirectly, encourageprovide access and furnish information concerning its business, solicit, initiate properties or participate in any way in any discussions or negotiations with, or provide any non-public information to, or afford any access assets to the properties, books or records of the Company or any of its Subsidiaries to, or otherwise assist or facilitate, any corporation, partnership, person or other entity or group pursuant to an appropriate confidentiality agreement, and may negotiate and participate in discussions and negotiations with such entity or group concerning an Acquisition Proposal if (other than Parent x) such entity or Sub or any affiliate or associate of Parent or Sub) concerning any Acquisition Transaction (as defined in Section 6.11 herein) or potential Acquisition Transaction; PROVIDED, HOWEVER, that nothing contained in this Agreement shall prohibit group has submitted an unsolicited bona fide written proposal to the Board of Directors of the Company from furnishing information relating to an Acquisition Proposal which contemplates the acquisition of all of the stock, assets or entering into discussions business of the Company and (i) in which the offeror demonstrates proof of its financial capability and authority to consummate the transactions contemplated by such offer (including without limitation the payments required by Section 10.1(b) hereof); and (ii) which provides for (x) net aggregate cash proceeds to the Company or negotiations with any person or entity that makes an unsolicited bona fide proposal to engage all of its stockholders in an Acquisition Transaction amount greater than that provided for hereunder, at a per Share purchase price greater than the Merger Consideration (or, in the event the Merger Consideration has been increased by Parent, such greater amount), (y) the Company's financial advisers have advised the Board of Directors of the Company determines in good faith represents a financially superior transaction for the stockholders of the Company when compared to the Offer and the Merger if, and only to the extent that, the Board of Directors determines in good faith, following the receipt of advice of outside legal counsel, that failure to take any such action Acquisition Proposal is reasonably likely to be a breach by the Board of Directors of its fiduciary duties to the stockholders of the Company under applicable law; and PROVIDED FURTHER, HOWEVER, that nothing contained in this Agreement shall prohibit the Company or its Board of Directors from taking and disclosing more favorable to the Company's stockholders stockholders, from a position with respect to a tender offer by a third party pursuant to Rules 14d-9 financial point of view, than the transactions contemplated hereby, and 14e-2(a(z) promulgated under the Exchange Act. The Company will promptly notify Parent and Sub if any such information is requested from it or any such negotiations or discussions are sought to be initiated with the Company and will promptly communicate to Parent and Sub the terms of any proposal or inquiry and the identity of the party making such proposal or inquiry which it may receive in respect of any such transaction, including, in the case of written proposals or inquiries, furnishing Parent and Sub with a copy of such written proposal or inquiry (and all amendments and supplements thereto). Subject to the first sentence of this Section 6.02, the Company will and will cause its Subsidiaries, affiliates and their respective officers, directors, employees, representatives and agents to immediately cease and cause to be terminated any existing activities, discussions, or negotiations with any parties other than Parent, Sub or any of their respective affiliates or associates conducted heretofore with respect to any Acquisition Transaction. Except as is required in the exercise of the fiduciary duties opinion of the Board of Directors of the Company as determined Company, after consultation with independent legal counsel to the Company, the failure to provide such information or access or to engage in good faith, following such discussions or negotiations would result in a substantial risk of liability for a breach of fiduciary duties of the receipt members of advice the Board of outside legal counselDirectors. Except with Parent's consent, the Company agrees shall not to release any third party from from, or waive any provisions of, any confidentiality or standstill agreement to which the Company is a party without Parent's prior written consent and to take all steps deemed necessary or appropriate by Parent to enforce to the fullest extent possible all such agreementsparty.

No Solicitation. (a) The Company shall not, and nor shall not it permit any of its Subsidiaries to, nor shall it authorize or permit any of its and their respective its Subsidiaries' directors, officers, directors, employees, investment bankers, attorneys, accountants or other advisors or representatives (including its investment bankers or attorneys)collectively, agents or affiliates "Representatives") to, directly or indirectlyindirectly (and it shall instruct, encourageand cause each of its Subsidiaries to instruct, solicit, initiate or participate in any way in any discussions or negotiations with, or provide any non-public information to, or afford any access to the properties, books or records each such Representative of the Company or any of its Subsidiaries not to), (i) solicit, initiate or knowingly encourage, or take any other action knowingly to facilitate, any Takeover Proposal or any inquiries or the making of any proposal that could reasonably be expected to lead to a Takeover Proposal or (ii) enter into, continue or otherwise participate in any discussions or negotiations regarding, or furnish to any person any information with respect to, or otherwise assist or facilitatecooperate in any way with respect to, any corporationTakeover Proposal. The Company shall, partnershipand shall cause its Subsidiaries and direct its Representatives to, person or other entity or group (other than Parent or Sub or any affiliate or associate of Parent or SubA) concerning any Acquisition Transaction (as defined in Section 6.11 herein) or potential Acquisition Transaction; PROVIDED, HOWEVER, that nothing contained in this Agreement shall prohibit the Board of Directors of the Company from furnishing information immediately cease and cause to or entering into be terminated all existing discussions or and negotiations with any person conducted heretofore with respect to any Takeover Proposal and (B) as promptly as practicable after the date hereof, request the prompt return or entity that makes an unsolicited destruction of all confidential information previously furnished to such person(s) within the last twelve (12) months for the purpose of evaluating a possible Takeover Proposal. Notwithstanding anything in this Agreement to the contrary, if, at any time prior to the Offer Closing, the Company, in response to a bona fide proposal to engage in an Acquisition Transaction written Takeover Proposal that the Board of Directors of the Company determines in good faith represents a financially superior transaction for the stockholders of the Company when compared to the Offer and the Merger if, and only to the extent that, the Board of Directors determines in good faith, following the receipt of advice of outside legal counsel, that failure to take any such action constitutes or is reasonably likely 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 material breach of this Section 5.02, may, and may permit and authorize its Subsidiaries and its and its Subsidiaries' Representatives to, in each case subject to compliance with Section 5.02(c) and the other provisions of this Agreement, (A) furnish information with respect to the Company and its Subsidiaries to the person making such Takeover Proposal (and its Representatives) pursuant to a confidentiality agreement which contains terms that are not materially less restrictive than those contained in each of the Confidentiality Agreement and the Standstill Agreement dated May 15, 2008 between Parent and the Company (as it may be amended from time to time, the "Standstill Agreement") and which need not restrict such person from making an unsolicited Takeover Proposal, provided that all such information had been provided, or is concurrently provided, to Parent, and (B) participate in discussions or negotiations with the person making such Takeover Proposal (and its Representatives) regarding such Takeover Proposal. Without limiting the generality of the foregoing, it is understood that any material violation of the restrictions set forth in this Section 5.02(a) by any Subsidiary of the Company or any of the Company's or its Subsidiaries' Representatives shall be deemed to be a material breach by the Board of Directors of its fiduciary duties to the stockholders of the Company under applicable law; and PROVIDED FURTHER, HOWEVER, that nothing contained in this Agreement shall prohibit the Company or its Board of Directors from taking and disclosing to the Company's stockholders a position with respect to a tender offer by a third party pursuant to Rules 14d-9 and 14e-2(a) promulgated under the Exchange Act. The Company will promptly notify Parent and Sub if any such information is requested from it or any such negotiations or discussions are sought to be initiated with the Company and will promptly communicate to Parent and Sub the terms of any proposal or inquiry and the identity of the party making such proposal or inquiry which it may receive in respect of any such transaction, including, in the case of written proposals or inquiries, furnishing Parent and Sub with a copy of such written proposal or inquiry (and all amendments and supplements thereto). Subject to the first sentence of this Section 6.025.02(a). 36 For purposes of this Agreement, the Company will and will cause its Subsidiariesterm "Takeover Proposal" means any inquiry, affiliates and their respective officers, directors, employees, representatives and agents to immediately cease and cause to be terminated proposal or offer from any existing activities, discussions, or negotiations with any parties person (other than Parent, Parent or Sub or any of their respective affiliates affiliates) relating to, or associates conducted heretofore with respect that could reasonably be expected to lead to, any Acquisition Transaction. Except direct or indirect acquisition, in one transaction or a series of transactions, including by way of any merger, consolidation, tender offer, exchange offer, stock acquisition, asset acquisition, binding share exchange, business combination, recapitalization, liquidation, dissolution, joint venture, license agreement or similar transaction, of (i) assets or businesses that constitute or represent fifteen percent (15%) or more of the total revenue or assets of the Company and its Subsidiaries, taken as is required a whole, or (ii) fifteen percent (15%) or more of the outstanding shares of Company Common Stock or of any class of capital stock of, or other equity or voting interests in, one or more of the Subsidiaries of the Company which, in the exercise aggregate, directly or indirectly, hold the assets or businesses referred to in clause (i) above. For purposes of this Agreement, the term "Superior Proposal" means any bona fide written offer, which was not solicited after the date hereof and did not result from a material breach of Section 5.02(a), made by any person (other than Parent or Sub or any of their affiliates) that, if consummated, would result in such person (or in the case of a direct merger between such person and the Company, the stockholders of such person) acquiring, directly or indirectly, more than fifty percent (50%) of the fiduciary duties voting power of the Company Common Stock or all or substantially all the assets of the Company and its Subsidiaries, taken as a whole, and which offer, the Board of Directors of the Company as determined determines in good faith, following the receipt of advice of after consultation with its outside legal counselcounsel and a financial advisor of nationally recognized reputation, (i) provides a higher value to the stockholders of the Company agrees not than the consideration payable in the Offer and the Merger (taking into account all of the terms and conditions of such proposal and this Agreement (including any changes to release any third party from any confidentiality the terms of the Offer or standstill agreement to which the Company is a party without Parent's prior written consent and to take all steps deemed necessary or appropriate this Agreement proposed by Parent in response to enforce such Superior Proposal or otherwise)), (ii) is not subject to the fullest extent possible any financing condition or financing contingency and (iii) is reasonably capable of being completed in a timely fashion, taking into account all financial, legal, regulatory and other aspects of such agreementsproposal.

No Solicitation. (a) The Company shall not, and nor shall not it authorize or permit any of its Subsidiaries and their respective officers, directors, employees, representatives (including its investment bankers or attorneys), agents or affiliates Company Subsidiary to, nor shall it authorize or permit any officer, director or employee of, or any investment banker, attorney or other advisor or representative (collectively, “Representatives”) of, the Company or any Company Subsidiary to, (i) directly or indirectly, encourage, indirectly solicit, initiate or knowingly encourage the submission of any Company Takeover Proposal, or take any action designed to facilitate any inquiries or the making of any 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 any way in or continue any discussions or negotiations withregarding, or provide furnish to any non-public person any information with respect to, or afford any access Company Takeover Proposal; provided, however, that, prior to obtaining the Company Stockholder Approval, the Company and its Representatives may, to the propertiesextent required by the fiduciary obligations of the Company Board, books 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 records a deemed breach of this Section 5.02(a) and that the 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 of its Subsidiaries toCompany Subsidiary, whether or otherwise assist or facilitate, any corporation, partnership, not such person or other entity or group (other than Parent or Sub or any affiliate or associate of Parent or Sub) concerning any Acquisition Transaction (as defined in Section 6.11 herein) or potential Acquisition Transaction; PROVIDED, HOWEVER, that nothing contained in this Agreement shall prohibit the Board of Directors is purporting to act on behalf of the Company from furnishing information to or entering into discussions any Company Subsidiary or negotiations with any person or entity that makes an unsolicited bona fide proposal to engage in an Acquisition Transaction that the Board of Directors of the Company determines in good faith represents a financially superior transaction for the stockholders of the Company when compared to the Offer and the Merger ifotherwise, and only to the extent that, the Board of Directors determines in good faith, following the receipt of advice of outside legal counsel, that failure to take any such action is reasonably likely shall be deemed to be a breach of this Section 5.02(a) by the Board of Directors of its fiduciary duties to the stockholders of the Company under applicable law; and PROVIDED FURTHER, HOWEVER, that nothing contained in this Agreement shall prohibit the Company or its Board of Directors from taking and disclosing to the Company's stockholders a position with respect to a tender offer by a third party pursuant to Rules 14d-9 and 14e-2(a) promulgated under the Exchange Act. The Company will promptly notify Parent shall, and Sub if any such information is requested from it or any such shall cause its Representatives to, cease immediately all discussions and negotiations or discussions are sought to be initiated with the Company and will promptly communicate to Parent and Sub the terms of regarding any proposal or inquiry and the identity of the party making such proposal or inquiry which it may receive in respect of any such transaction, including, in the case of written proposals or inquiries, furnishing Parent and Sub with a copy of such written proposal or inquiry (and all amendments and supplements thereto). Subject to the first sentence of this Section 6.02, the Company will and will cause its Subsidiaries, affiliates and their respective officers, directors, employees, representatives and agents to immediately cease and cause to be terminated any existing activities, discussionsthat constitutes, or negotiations with any parties other than Parentmay reasonably be expected to lead to, Sub or any of their respective affiliates or associates conducted heretofore with respect to any Acquisition Transaction. Except as is required in the exercise of the fiduciary duties of the Board of Directors of the a Company as determined in good faith, following the receipt of advice of outside legal counsel, the Company agrees not to release any third party from any confidentiality or standstill agreement to which the Company is a party without Parent's prior written consent and to take all steps deemed necessary or appropriate by Parent to enforce to the fullest extent possible all such agreementsTakeover Proposal.

No Solicitation. The Company shall notFrom and after the date of this Agreement until the Effective Time or earlier termination of this Agreement pursuant to Section 8, Mediconsult and shall not permit any of its Subsidiaries and their respective the officers, directors, employees, agents, representatives and advisors of Mediconsult and its Subsidiaries (including its investment bankers or attorneys)collectively, agents or affiliates tothe "Representatives") will not, directly or indirectly, encourage, (i) take any action to solicit, initiate initiate, encourage (including by way of furnishing information) or participate take any other action designed to facilitate or agree to any Takeover Proposal or (ii) subject to the next three sentences, engage in any way in any discussions or negotiations with, or provide disclose any non-public nonpublic information relating to Mediconsult or its Subsidiaries to, or afford any access to the properties, books or records of the Company Mediconsult or any of its Subsidiaries to, any person that has advised Mediconsult that it may be considering making, or otherwise assist or facilitatethat has made, any corporationa Takeover Proposal; provided, partnership, person or other entity or group (other than Parent or Sub or any affiliate or associate of Parent or Sub) concerning any Acquisition Transaction (as defined in Section 6.11 herein) or potential Acquisition Transaction; PROVIDED, HOWEVER, that nothing contained in this Agreement herein shall prohibit the Board of Directors of the Company from furnishing information to or entering into discussions or negotiations with any person or entity that makes an unsolicited bona fide proposal to engage in an Acquisition Transaction that the Board of Directors of the Company determines in good faith represents a financially superior transaction for the stockholders of the Company when compared to the Offer and the Merger if, and only to the extent that, the Board of Directors determines in good faith, following the receipt of advice of outside legal counsel, that failure to take any such action is reasonably likely to be a breach by the Board of Directors of its fiduciary duties to the stockholders of the Company under applicable law; and PROVIDED FURTHER, HOWEVER, that nothing contained in this Agreement shall prohibit the Company or its Mediconsult's Board of Directors from taking and disclosing to the Company's its stockholders a position with respect to a an unsolicited tender offer by a third party pursuant to Rules 14d-9 and 14e-2(a) 14e-2 promulgated under the Securities Exchange Act. The Company will promptly notify Parent Notwithstanding the immediately preceding sentence, if an unsolicited Takeover Proposal shall be received by the Board of Directors of Mediconsult, then, to the extent the Board of Directors of Mediconsult believes in good faith (after receiving advice from a reputable financial advisor reasonably acceptable to Andrx) that such Takeover Proposal is reasonably capable of being consummated and Sub would, if consummated, be reasonably likely to result in a transaction more favorable to the Mediconsult Stockholders than the transaction contemplated by this Agreement (any such more favorable Takeover Proposal being referred to in this Agreement as a "Superior Proposal") and the Board of Directors of Mediconsult determines in good faith that it could reasonably be deemed necessary for the Board of Directors of Mediconsult to further entertain and consider the Superior Proposal in order to comply with its fiduciary duties to stockholders under applicable law, Mediconsult and its Representatives may furnish information is requested from it and afford access to the properties, books or records of Mediconsult or any such negotiations or discussions are sought of its Subsidiaries to be initiated with the Company and will promptly communicate to Parent and Sub the terms of any proposal or inquiry and the identity of the party making such proposal or inquiry which it may receive Superior Proposal and engage in respect of any negotiations with such transactionparty, including, in the case of written proposals or inquiries, furnishing Parent and Sub with such actions shall not be considered a copy of such written proposal or inquiry (and all amendments and supplements thereto). Subject to the first sentence breach of this Section 6.026(j) or any other provisions of this Agreement; provided that in any event Mediconsult shall notify Andrx of the receipt of a Takeover Proposal and shall notify Andrx of any determination by Mediconsult's Board of Directors and Mediconsult shall deliver to Andrx a true and complete copy of the Takeover Proposal (or summary of any oral proposal) received from such third party and all documents containing or referring to non-public information of Mediconsult that are supplied to such third party. Further, Mediconsult shall provide such non-public information pursuant to a nondisclosure agreement containing customary limitations on the Company use and disclosure of all written and oral information furnished to such third party by or on behalf of Mediconsult (which will not contain "standstill" or similar provisions). In addition, Mediconsult shall not agree to endorse, and will cause shall not permit any of its Subsidiaries, affiliates and their respective officers, directors, employeesemployees or other representatives to agree to or endorse, representatives any Takeover Proposal or withdraw its recommendation of this Agreement and agents the Merger unless the Board of Directors of Mediconsult believes in good faith (after receiving advice from a reputable financial advisor reasonably acceptable to Andrx) that such action is required in order for the Board of Directors to comply with its fiduciary duties to stockholders under applicable law, and Mediconsult has terminated this Agreement pursuant to Section 8(a). Mediconsult will promptly (and in any event within 24 hours) notify Andrx after receipt of any Takeover Proposal or any notice that any person is considering making a Takeover Proposal or any request for non-public information relating to Mediconsult or any of its Subsidiaries or for access to the properties, books or records of Mediconsult or any of its Subsidiaries by any person that has advised Mediconsult that it may be considering making, or that has made, a Takeover Proposal (such notice to include the identity of such person or persons), and will keep Andrx fully informed of the status and details of any such Takeover Proposal notice, request or any correspondence or communications related thereto and shall provide Andrx with a true and complete copy of such Takeover Proposal notice or request or correspondence or communications related thereto, if it is in writing, or a complete written summary thereof, if it is not in writing. Mediconsult shall immediately cease and cause to be terminated any existing activities, discussions, discussion or negotiations with any parties other than Parent, Sub or any of their respective affiliates or associates conducted heretofore persons that may have existed with respect to any Acquisition Transaction. Except as is required in the exercise of the fiduciary duties of the Board of Directors of the Company as determined in good faith, following the receipt of advice of outside legal counsel, the Company agrees not to release any third party from any confidentiality or standstill agreement to which the Company is a party without Parent's Takeover Proposal prior written consent and to take all steps deemed necessary or appropriate by Parent to enforce to the fullest extent possible all such agreementsexecution of this Agreement.

No Solicitation. (a) The Company shall not, and nor shall not it permit any of its Subsidiaries and their respective officers, directors, employees, representatives (including its investment bankers or attorneys), agents or affiliates to, directly or indirectly, encourage, solicit, initiate or participate in any way in any discussions or negotiations with, or provide any non-public information to, or afford authorize or permit any access to director, officer or employee of the propertiesCompany or any of its Subsidiaries or any investment banker, books attorney, accountant or records other advisor or representative of the Company or any of its Subsidiaries to, directly or otherwise assist indirectly, (i) solicit, initiate or encourage, or take any other action knowingly to facilitate, any corporation, partnership, person or other entity or group (other than Parent or Sub Takeover Proposal or any affiliate inquiries or associate the making of Parent any proposal that constitutes or Subcould reasonably be expected to lead to a Takeover Proposal, or (ii) concerning enter into, continue or otherwise participate in any Acquisition Transaction (as defined discussions or negotiations regarding, or furnish to any person any information with respect to, or otherwise cooperate in Section 6.11 herein) or potential Acquisition Transactionany way with, any Takeover Proposal; PROVIDEDprovided, HOWEVERhowever, that nothing contained in this Agreement shall prohibit at any time prior to obtaining the Stockholder Approval, the Board of Directors of the Company may, in response to a bona fide written Takeover Proposal that such Board of Directors reasonably determines in good faith by resolution duly adopted constitutes a Superior Proposal, and which Takeover Proposal was unsolicited and did not otherwise result from furnishing a breach of this Agreement (including this Section 5.02), and subject to compliance with Sections 5.02(b) and 5.02(c), (A) furnish information with respect to or entering into the Company and its Subsidiaries to the person making such Takeover Proposal (and its representatives) pursuant to a confidentiality agreement having terms that are at least as favorable to the Company as the terms contained in the Confidentiality Agreement, provided that all such information is provided on a prior basis to Parent, and (B) participate in discussions or negotiations with any the person or entity that makes an unsolicited bona fide proposal making such Takeover Proposal (and its representatives) regarding such Takeover Proposal, but in each case only to engage in an Acquisition Transaction that the extent the Board of Directors of the Company determines in good faith represents a financially superior transaction for the stockholders of the Company when compared to the Offer and the Merger if, and only to the extent that, the Board of Directors determines in good faith, following the receipt of advice of after consultation with outside legal counsel, by resolution duly adopted, that the failure to take any such action is reasonably likely to be would constitute a breach by the Board of Directors of its fiduciary duties to the stockholders of the Company under applicable law; and PROVIDED FURTHER, HOWEVER, that nothing contained in this Agreement shall prohibit the Company or its Board of Directors from taking and disclosing to the Company's stockholders a position with respect to a tender offer by a third party pursuant to Rules 14d-9 and 14e-2(a) promulgated under the Exchange Act. The Company will promptly notify Parent and Sub if any such information is requested from it or any such negotiations or discussions are sought to be initiated with the Company and will promptly communicate to Parent and Sub the terms of any proposal or inquiry and the identity of the party making such proposal or inquiry which it may receive in respect of any such transaction, including, in the case of written proposals or inquiries, furnishing Parent and Sub with a copy of such written proposal or inquiry (and all amendments and supplements thereto). Subject to the first sentence of this Section 6.02, the Company will and will cause its Subsidiaries, affiliates and their respective officers, directors, employees, representatives and agents to immediately cease and cause to be terminated any existing activities, discussions, or negotiations with any parties other than Parent, Sub or any of their respective affiliates or associates conducted heretofore with respect to any Acquisition Transaction. Except as is required in the exercise of the fiduciary duties of the Board of Directors of the Company as determined under Applicable Law. Without limiting the foregoing, it is understood that any violation of the restrictions set forth in good faiththis Section 5.02(a) by any director, following the receipt officer or employee of advice of outside legal counsel, the Company agrees not to release or any third party from of its Subsidiaries or any confidentiality investment banker, attorney, accountant or standstill agreement to which other advisor or representative of the Company is or any of its Subsidiaries shall be deemed to be a party without Parent's prior written consent and to take all steps deemed necessary or appropriate breach of this Section 5.02(a) by Parent to enforce to the fullest extent possible all such agreementsCompany.

No Solicitation. The Company (a) From and after the date hereof until the earlier to occur of the Effective Time or the date of termination of this Agreement in accordance with Article VII, each Party shall not, and nor shall not it permit any of its Subsidiaries and their respective to, nor shall it authorize or permit any of its officers, directorsdirectors or employees or any Affiliate, employeesinvestment banker, representatives (including its investment bankers financial advisor, attorney, accountant or attorneys), agents or affiliates to, directly or indirectly, encourage, solicit, initiate or participate in any way in any discussions or negotiations with, or provide any non-public information to, or afford any access to the properties, books or records of the Company other Representative retained by it or any of its Subsidiaries to, directly or otherwise assist indirectly, (i) solicit, initiate or knowingly encourage (including by way of furnishing information which has not been previously publicly disseminated), or take any other action designed to facilitate, any corporationinquiry or the making of any proposal which constitutes, partnershipor may reasonably be expected to lead to, person any Acquisition Proposal, (ii) enter into any letter of intent, memorandum of understanding, merger agreement or other entity agreement, arrangement or group understanding relating to any Acquisition Proposal (other than Parent or Sub or any affiliate or associate of Parent or Sub) concerning any Acquisition Transaction (as defined in Section 6.11 hereinan Acceptable Confidentiality Agreement) or potential Acquisition Transaction; PROVIDED(iii) enter into, HOWEVER, that nothing contained continue or otherwise participate in this Agreement shall prohibit the Board of Directors of the Company from furnishing information to or entering into any discussions or negotiations with regarding any person Acquisition Proposal; provided, however, that if any Party, prior to obtaining its Shareholder Approval, following the receipt of a Superior Proposal or entity that makes an unsolicited bona fide proposal to engage in an Acquisition Transaction Proposal that the Board such Party’s board of Directors of the Company directors, determines in good faith represents is reasonably expected to lead to a financially superior transaction for Superior Proposal and that in either case was unsolicited and made after the stockholders date of the Company when compared to the Offer and the Merger ifthis Agreement in circumstances not otherwise involving a breach of this Agreement, and only to the extent that, the Board such Party’s board of Directors directors determines in good faith, following the receipt of advice of after consultation with outside legal counsel, that a failure to take action with respect to such Acquisition Proposal would be inconsistent with its fiduciary duties to its shareholders under applicable Law, such Party may, in response to such Acquisition Proposal, and subject to compliance with Section 5.9(c), furnish information with respect to such Party to the party making such Acquisition Proposal pursuant to a confidentiality agreement that contains provisions not less favorable to such Party (an “Acceptable Confidentiality Agreement”), than those contained in the Confidentiality Agreement. It is agreed that any such action is reasonably likely violation of the restrictions set forth in the preceding sentence by any officers, directors or employees or any Affiliate, investment banker, financial advisor, attorney, accountant or other Representative of each of the Parties or any of their respective Subsidiaries shall be deemed to be a breach by the Board of Directors of its fiduciary duties to the stockholders of the Company under applicable law; and PROVIDED FURTHER, HOWEVER, that nothing contained in this Agreement shall prohibit the Company or its Board of Directors from taking and disclosing to the Company's stockholders a position with respect to a tender offer by a third party pursuant to Rules 14d-9 and 14e-2(a) promulgated under the Exchange Act. The Company will promptly notify Parent and Sub if any such information is requested from it or any such negotiations or discussions are sought to be initiated with the Company and will promptly communicate to Parent and Sub the terms of any proposal or inquiry and the identity of the party making such proposal or inquiry which it may receive in respect of any such transaction, including, in the case of written proposals or inquiries, furnishing Parent and Sub with a copy of such written proposal or inquiry (and all amendments and supplements thereto). Subject to the first sentence of this Section 6.025.9(a) by such Party. Each Party shall, the Company will and will shall cause its SubsidiariesSubsidiaries and each of their directors, affiliates and their respective officers, directors, employees, representatives and agents to Representatives to, immediately cease any and cause to be terminated any all existing activities, discussions, or negotiations with any parties other than Parent, Sub or any of their respective affiliates or associates Persons conducted heretofore with respect to any Acquisition Transaction. Except as is required in the exercise of the fiduciary duties of the Board of Directors of the Company as determined in good faith, following the receipt of advice of outside legal counsel, the Company agrees not Proposal and will use and cause to release any third party from be used all commercially reasonable efforts to enforce any confidentiality or standstill similar or related agreement relating to any Acquisition Proposal, including promptly requiring any other party to such an agreement to which promptly destroy or return all related information provided by or on behalf of the Company is a party without Parent's prior written consent and to take all steps deemed necessary applicable Party or appropriate by Parent to enforce to the fullest extent possible all such agreementsits Affiliates.

No Solicitation. The Company Subject to Section 8 hereof, prior to the Termination Date, such Shareholder shall not, and shall cause its respective Representatives not permit any of its Subsidiaries and their respective officers, directors, employees, representatives (including its investment bankers or attorneys), agents or affiliates to, directly or indirectly, encourage, solicit, (i) initiate or participate in any way in negotiations with any discussions or negotiations withPerson with respect to, or provide any non-public information toor data concerning the Company or their respective Subsidiaries, to any Person relating to a Business Combination Proposal, an Acquisition Proposal or a Specified Other Transaction or afford to any Person access to the business, properties, books assets or records personnel of the any Group Company or any of their respective Subsidiaries in connection with a Business Combination Proposal, an Acquisition Proposal or a Specified Other Transaction, (ii) enter into any acquisition agreement, merger agreement or similar definitive agreement, or any letter of intent, memorandum of understanding or agreement in principle, or any other agreement relating to a Business Combination Proposal, an Acquisition Proposal or a Specified Other Transaction, (iii) grant any waiver, amendment or release under any confidentiality agreement or the anti-takeover Laws of any state relating to a Business Combination Proposal, an Acquisition Proposal or a Specified Other Transaction, or (iv) otherwise knowingly facilitate any such inquiries, proposals, discussions, or negotiations or any effort or attempt by any Person to make a Business Combination Proposal, an Acquisition Proposal or a Specified Other Transaction. Such Shareholder also agrees that immediately following the execution of this Agreement such Shareholder shall, and shall cause its Subsidiaries Representatives to, or otherwise assist or facilitate, immediately cease any corporation, partnership, person or other entity or group (other than Parent or Sub or any affiliate or associate of Parent or Sub) concerning any Acquisition Transaction (as defined in Section 6.11 herein) or potential Acquisition Transaction; PROVIDED, HOWEVER, that nothing contained in this Agreement shall prohibit the Board of Directors of the Company from furnishing information to or entering into and all existing discussions or negotiations with any person or entity that makes an unsolicited bona fide proposal to engage in an Acquisition Transaction that the Board of Directors of the Company determines in good faith represents a financially superior transaction for the stockholders of the Company when compared to the Offer and the Merger if, and only to the extent that, the Board of Directors determines in good faith, following the receipt of advice of outside legal counsel, that failure to take any such action is reasonably likely to be a breach by the Board of Directors of its fiduciary duties to the stockholders of the Company under applicable law; and PROVIDED FURTHER, HOWEVER, that nothing contained in this Agreement shall prohibit the Company or its Board of Directors from taking and disclosing to the Company's stockholders a position with respect to a tender offer by a third party pursuant to Rules 14d-9 and 14e-2(a) promulgated under the Exchange Act. The Company will promptly notify Parent and Sub if any such information is requested from it or any such negotiations or discussions are sought to be initiated with the Company and will promptly communicate to Parent and Sub the terms of any proposal or inquiry and the identity of the party making such proposal or inquiry which it may receive in respect of any such transaction, including, in the case of written proposals or inquiries, furnishing Parent and Sub with a copy of such written proposal or inquiry (and all amendments and supplements thereto). Subject to the first sentence of this Section 6.02, the Company will and will cause its Subsidiaries, affiliates and their respective officers, directors, employees, representatives and agents to immediately cease and cause to be terminated any existing activities, discussions, or negotiations with any parties other than Parent, Sub or any of their respective affiliates or associates Person conducted heretofore with respect to any Business Combination Proposal, Acquisition Proposal or a Specified Other Transaction. Except as is required Such Shareholder shall promptly (and in the exercise any event within two (2) Business Days) notify, in writing, SPAC of the fiduciary duties receipt of any inquiry, proposal, offer or request for information received after the date hereof that constitutes, or could reasonably be expected to result in or lead to, a Business Combination Proposal, an Acquisition Proposal or a Specified Other Transaction which notice shall include a summary of the Board material terms of Directors such inquiry, proposal or offer (and shall include any other documents evidencing or specifying the terms of such proposal, offer, inquiry or request). Such Shareholder shall promptly (and in any event within twenty-four (24) hours) keep SPAC reasonably informed of any material developments with respect to any such inquiry, proposal, offer, request for information or a Business Combination Proposal, an Acquisition Proposal or a Specified Other Transaction (in each case, including any material changes thereto). Notwithstanding anything in this Agreement to the contrary, (i) such Shareholder shall not be responsible for the actions of the Company or the Company Board (or any committee thereof), any Subsidiary of the Company, or any officers, directors (in their capacity as determined in good faithsuch), following employees and professional advisors of any of the receipt of advice of outside legal counselforegoing (collectively, the “Company agrees not Related Parties”), (ii) such Shareholder makes no representations or warranties with respect to release the actions of any third party from any confidentiality or standstill agreement to which of the Company is Related Parties, and (iii) any breach by the Company of its obligations under Section 8.6 (Business Combination Proposal, Acquisition Proposals and Specified Other Transactions) of the Business Combination Agreement shall not be considered a party without Parent's prior written consent and to take all steps deemed necessary breach of this Section 6(a) (it being understood that, for the avoidance of doubt, such Shareholder or appropriate his, her or its Representatives shall remain responsible for any breach by Parent to enforce to the fullest extent possible all such agreementsShareholder or his, her or its Representatives of this Section 6(a)).

No Solicitation. (a) The Company shall not, and nor shall not it permit any of its Subsidiaries and their respective officers, directors, employees, representatives (including its investment bankers or attorneys), agents or affiliates to, directly or indirectly, encourage, solicit, initiate or participate in any way in any discussions or negotiations with, or provide any non-public information to, or afford any access to the properties, books or records of the Company or any of its Subsidiaries to, nor shall it authorize or otherwise assist permit any officer, director or facilitateemployee of, or any investment banker, attorney or other advisor, agent or representative of the Company or any Subsidiary (collectively, "Company Representatives") to: (i) solicit, initiate or knowingly encourage the submission of, any corporation, partnership, person or other entity or group (other than Parent or Sub or any affiliate or associate of Parent or Sub) concerning any Acquisition Transaction Company Takeover Proposal (as defined below); (ii) enter into any agreement with respect to any Company Takeover Proposal; or (iii) participate in Section 6.11 herein) any discussions or potential Acquisition Transactionnegotiations regarding, or furnish to any Person any 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 Company Takeover Proposal; PROVIDEDprovided, HOWEVERhowever, that nothing contained in this Agreement shall prohibit that, at any time prior to the consummation of the Offer, the Company's Board of Directors may, in response to a Superior Proposal (as defined below) that was not solicited by the Company or any Company Representative on or after the date hereof and that did not otherwise result from a breach of this Section 5.2(a), and subject to providing prior written notice of its decision to take such action to Parent and compliance with Section 5.2(b), participate in discussions and negotiations regarding such Superior Proposal and furnish information concerning the Company to the Person making such Superior Proposal. For purposes of this Agreement, "Takeover Proposal" means any inquiry, proposal or offer from any Person relating to any direct or indirect acquisition or purchase of a business that constitutes 25% or more of the net revenues, net income or the assets of the Company from furnishing information to and the Subsidiaries taken as a whole, or entering into discussions 25% or negotiations with more of any person class of equity securities of the Company or entity any Subsidiary, any tender offer or exchange offer that makes an unsolicited if consummated would result in any Person beneficially owning 25% or more of any class of equity securities of the Company or any Subsidiary, or any merger, consolidation, business combination, recapitalization, liquidation, dissolution or similar transaction involving the Company or any Subsidiary, other than the transactions contemplated by this Agreement. For purposes of this Agreement, a "Superior Proposal" means any bona fide proposal made by a third party to engage in an Acquisition Transaction that acquire, directly or indirectly, including pursuant to a tender offer, exchange offer, merger, consolidation, business combination, recapitalization, liquidation, dissolution or similar transaction, for consideration consisting of cash and/or securities, 100% of the Board outstanding shares of Directors Common Stock or all or substantially all the assets of the Company determines in good faith represents a financially superior transaction for the stockholders of the Company when compared to the Offer and the Merger if, and only to the extent that, otherwise on terms which the Board of Directors determines in its good faith, following faith judgment (based on the receipt of written advice of outside legal counsel, that failure to take any such action its financial advisors) (x) is reasonably likely to be a breach by the Board capable of Directors of its fiduciary duties to the stockholders being completed, taking into account all legal, financial, regulatory and other aspects of the Company under applicable law; proposal and PROVIDED FURTHERthe third party making such proposal, HOWEVER, that nothing contained in this Agreement shall prohibit the Company or its Board of Directors from taking and disclosing (y) provides greater present value to the Company's stockholders a position with respect than the cash consideration to a tender offer be received by a third party such stockholders pursuant to Rules 14d-9 and 14e-2(a) promulgated under the Exchange Act. The Company will promptly notify Parent and Sub if any such information is requested from it or any such negotiations or discussions are sought to be initiated with the Company and will promptly communicate to Parent and Sub the terms of any proposal or inquiry Offer and the identity of Merger, as the party making such proposal or inquiry which it Offer and the Merger may receive in respect of any such transaction, including, in the case of written proposals or inquiries, furnishing Parent and Sub with a copy of such written proposal or inquiry (and all amendments and supplements thereto). Subject be amended from time to the first sentence of this Section 6.02, the Company will and will cause its Subsidiaries, affiliates and their respective officers, directors, employees, representatives and agents to immediately cease and cause to be terminated any existing activities, discussions, or negotiations with any parties other than Parent, Sub or any of their respective affiliates or associates conducted heretofore with respect to any Acquisition Transaction. Except as is required in the exercise of the fiduciary duties of the Board of Directors of the Company as determined in good faith, following the receipt of advice of outside legal counsel, the Company agrees not to release any third party from any confidentiality or standstill agreement to which the Company is a party without Parent's prior written consent and to take all steps deemed necessary or appropriate by Parent to enforce to the fullest extent possible all such agreementstime.

No Solicitation. The (a) Company shall agrees that it will not, and shall not permit any of will cause its Subsidiaries and their respective its and its Subsidiaries’ officers, directors, employeesagents, representatives (including its investment bankers or attorneys), agents or advisors and affiliates not to, directly or indirectly, encourageinitiate, solicit, initiate encourage or participate knowingly facilitate inquiries or proposals with respect to, or engage in any way in any discussions or negotiations withconcerning, or provide any non-public confidential or nonpublic information or data to, or afford have any access to the propertiesdiscussions with, books or records of the Company or any of its Subsidiaries person relating to, or otherwise assist or facilitate, any corporation, partnership, person or other entity or group (other than Parent or Sub or any affiliate or associate of Parent or Sub) concerning any Acquisition Transaction (as defined Proposal; provided that, in Section 6.11 herein) or potential the event Company receives an unsolicited Acquisition Transaction; PROVIDED, HOWEVER, that nothing contained in this Agreement shall prohibit Proposal and the Board of Directors of Company concludes in good faith that there is a reasonable likelihood that such Acquisition Proposal constitutes or is reasonably likely to result in a Superior Proposal, Company may, and may permit its Subsidiaries and its and its Subsidiaries’ representatives to, furnish or cause to be furnished nonpublic information and participate in such negotiations or discussions to the Company from furnishing information to or entering into discussions or negotiations with any person or entity that makes an unsolicited bona fide proposal to engage in an Acquisition Transaction extent that the Board of Directors of the Company determines concludes in good faith represents a financially superior transaction for (and based on the stockholders of the Company when compared to the Offer and the Merger if, and only to the extent that, the Board of Directors determines in good faith, following the receipt of advice of outside legal counsel, ) that failure to take any such action is actions would be reasonably likely to be result in a breach by the Board of Directors violation of its fiduciary duties to the stockholders of the Company under applicable law; and PROVIDED FURTHER, HOWEVER, provided that nothing contained in this Agreement shall prohibit the Company or its Board of Directors from taking and disclosing prior to providing any nonpublic information permitted to be provided pursuant to the Company's stockholders foregoing proviso, it shall have entered into a position confidentiality agreement with respect to a tender offer by a such third party pursuant on terms no less favorable to Rules 14d-9 and 14e-2(a) promulgated under Company than the Exchange ActConfidentiality Agreement. The Company will promptly notify Parent and Sub if any such information is requested from it or any such negotiations or discussions are sought to be initiated with the Company and will promptly communicate to Parent and Sub the terms of any proposal or inquiry and the identity of the party making such proposal or inquiry which it may receive in respect of any such transaction, including, in the case of written proposals or inquiries, furnishing Parent and Sub with a copy of such written proposal or inquiry (and all amendments and supplements thereto). Subject to the first sentence of this Section 6.02, the Company will and will cause its Subsidiaries, affiliates and their respective officers, directors, employees, representatives and agents to immediately cease and cause to be terminated any existing activities, discussions, discussions or negotiations conducted before the date of this Agreement with any parties persons other than Parent, Sub or any of their respective affiliates or associates conducted heretofore Purchaser with respect to any Acquisition Transaction. Except as is required in the exercise of the fiduciary duties of the Board of Directors of the Company as determined in good faithProposal and will use its reasonable best efforts, following the receipt of advice of outside legal counselsubject to applicable law, the Company agrees not to release any third party from enforce any confidentiality or standstill similar agreement relating to which an Acquisition Proposal. Company will promptly (and in any event within two business days) advise Purchaser following receipt of any Acquisition Proposal and the Company is substance thereof (including the identity of the person making such Acquisition Proposal), and will keep Purchaser apprised of any related developments, discussions and negotiations (including the terms and conditions of the Acquisition Proposal) on a party without Parent's prior written consent and to take all steps deemed necessary or appropriate by Parent to enforce to the fullest extent possible all such agreementscurrent basis.

No Solicitation. The Company shall notAcquirer agrees that, from and shall not permit after the date of this Agreement until the earlier of the Termination Date and the Effective Time, neither it nor any of its Subsidiaries nor any of the officers or directors of it or its Subsidiaries or its or their Representatives shall, directly or indirectly, initiate, solicit or otherwise facilitate any inquiries or the making of an Acquirer Acquisition Proposal (as defined below). Acquirer further agrees that neither it nor any of its Subsidiaries nor any of its or its Subsidiaries' officers or directors shall, and their respective officers, directors, employees, representatives (including that it shall direct and use its investment bankers or attorneys), agents or affiliates best reasonable efforts to cause its Representatives not to, directly or indirectly, encourage, solicit, initiate or participate in any way in have any discussions or negotiations with, with or provide any non-public confidential information to, or afford data to any access Person relating to the properties, books an Acquirer Acquisition Proposal or records of the Company or engage in any of its Subsidiaries tonegotiations concerning an Acquirer Acquisition Proposal, or otherwise assist facilitate any effort or facilitateattempt to make or implement an Acquirer Acquisition Proposal; provided, any corporation, partnership, person or other entity or group (other than Parent or Sub or any affiliate or associate of Parent or Sub) concerning any Acquisition Transaction (as defined in Section 6.11 herein) or potential Acquisition Transaction; PROVIDED, HOWEVERhowever, that nothing contained in this Agreement shall prohibit the prevent Acquirer or its Board of Directors from (i) making any disclosure to its stockholders if, in the good faith judgment of the Company from its Board of Directors, failure so to disclose would be inconsistent with its obligations under applicable law; (ii) negotiating with or furnishing information to or entering into discussions or negotiations with any person or entity that makes an unsolicited Person who has made a bona fide proposal written Acquirer Acquisition Proposal which did not result from a breach of this Section 6.2; or (iii) recommending such Acquirer Acquisition Proposal to engage in an Acquisition Transaction that the Board of Directors of the Company determines in good faith represents a financially superior transaction for the stockholders of the Company when compared to the Offer and the Merger ifits stockholders, if and only to the extent that, the Board of Directors determines in good faith, following the receipt of advice of outside legal counsel, that failure to take any such action is reasonably likely to be a breach by the Board of Directors of its fiduciary duties to the stockholders of the Company under applicable law; and PROVIDED FURTHER, HOWEVER, that nothing contained in this Agreement shall prohibit the Company or its Board of Directors from taking and disclosing to the Company's stockholders a position with respect to a tender offer by a third party pursuant to Rules 14d-9 and 14e-2(a) promulgated under the Exchange Act. The Company will promptly notify Parent and Sub if any such information is requested from it or any such negotiations or discussions are sought to be initiated with the Company and will promptly communicate to Parent and Sub the terms of any proposal or inquiry and the identity of the party making such proposal or inquiry which it may receive in respect of any such transaction, including, in the case of written proposals actions referred to in clause (ii) or inquiriesclause (iii), furnishing Parent such Acquirer Acquisition Proposal is a Superior Proposal (as defined below) and Sub with a copy the Company is given at least two business days' notice of the existence of such written proposal or inquiry (and all amendments and supplements thereto)Superior Proposal. Subject to Acquirer agrees that it will, on the first sentence of this Section 6.02date hereof, the Company will and will cause its Subsidiaries, affiliates and their respective officers, directors, employees, representatives and agents to immediately cease and cause to be terminated any existing activities, discussions, discussions or negotiations with any parties other than Parent, Sub or any of their respective affiliates or associates Person conducted heretofore with respect to any Acquirer Acquisition TransactionProposal. Except as is required Nothing contained in the exercise of the fiduciary duties of this Agreement shall prevent the Board of Directors of Acquirer from complying with Rule 14d-9 and Rule 14e-2 promulgated under the Company as determined in good faith, following the receipt of advice of outside legal counsel, the Company agrees not to release any third party from any confidentiality or standstill agreement to which the Company is a party without Parent's prior written consent and to take all steps deemed necessary or appropriate by Parent to enforce to the fullest extent possible all such agreements.Exchange

No Solicitation. The Company shall not, and Employee shall not permit any of its Subsidiaries and their respective officers, directors, employees, representatives (including its investment bankers or attorneys), agents or affiliates to, directly or indirectly, encourage, solicit, initiate indirectly solicit an ---------------- employee or participate in any way in any discussions or negotiations with, or provide any non-public information to, or afford any access to the properties, books or records consultant of the Company to terminate his or any of its Subsidiaries to, her employment or otherwise assist or facilitate, any corporation, partnership, person or other entity or group (other than Parent or Sub or any affiliate or associate of Parent or Sub) concerning any Acquisition Transaction (as defined in Section 6.11 herein) or potential Acquisition Transaction; PROVIDED, HOWEVER, that nothing contained in this Agreement shall prohibit the Board of Directors of the Company from furnishing information to or entering into discussions or negotiations with any person or entity that makes an unsolicited bona fide proposal to engage in an Acquisition Transaction that the Board of Directors of the Company determines in good faith represents a financially superior transaction for the stockholders of the Company when compared to the Offer and the Merger if, and only to the extent that, the Board of Directors determines in good faith, following the receipt of advice of outside legal counsel, that failure to take any such action is reasonably likely to be a breach by the Board of Directors of its fiduciary duties to the stockholders of the Company under applicable law; and PROVIDED FURTHER, HOWEVER, that nothing contained in this Agreement shall prohibit the Company or its Board of Directors from taking and disclosing to the Company's stockholders a position with respect to a tender offer by a third party pursuant to Rules 14d-9 and 14e-2(a) promulgated under the Exchange Act. The Company will promptly notify Parent and Sub if any such information is requested from it or any such negotiations or discussions are sought to be initiated contractual relationship with the Company and will promptly communicate become employed or engaged by the Employee or any other person or entity in substantially the same or a similar business as that engaged in by the Company if such employment would involve the performance of services and duties substantially the same or similar to Parent those the employee or consultant performed for the Company. EXHIBIT E PROMISSORY NOTE --------------- $ Dated as of -------------- -------------- FOR VALUE RECEIVED, intending to be legally bound, the undersigned ("Maker") hereby promises to pay to the order of SMT Health Services Inc., its successors and Sub assigns (hereinafter referred to as "Payee") upon the terms schedule set forth below, the principal sum of Dollars ($ ), together ----- ---------- with interest on the unpaid principal amount of this Promissory Note from time to time outstanding. The unpaid principal amount of this Promissory Note shall bear interest at the rate of [APPLICABLE LONG TERM FEDERAL RATE] per annum. Maker shall pay to Payee the entire principal amount and all accrued interest on [THE TENTH ANNIVERSARY OF THE DATE OF THE NOTE]. Payments shall be made to Payee at the principal office of the Payee or such other place as Payee may designate in writing to Maker, in lawful money of the United States of America in immediately available funds without set-off, counterclaim or other deduction of any proposal nature. Maker may prepay this Promissory Note at any time in whole or inquiry in part without payment of penalty; provided, however, that any such prepayment of principal shall be accompanied by the payment of interest accrued to the date of such prepayment and all costs, expenses or charges then owed to Payee pursuant to this Promissory Note. Upon the identity occurrence of any one of the party making such proposal or inquiry which it may receive in respect following events ("Events of any such transactionDefault"), including, in the case of written proposals or inquiries, furnishing Parent and Sub with a copy of such written proposal or inquiry (entire principal amount outstanding and all amendments accrued interest thereunder shall at the option of Payee, without any prior notice, presentment or demand, become immediately due and supplements thereto). Subject to the first sentence of this Section 6.02, the Company will and will cause its Subsidiaries, affiliates and their respective officers, directors, employees, representatives and agents to immediately cease and cause to be terminated any existing activities, discussions, or negotiations with any parties other than Parent, Sub or any of their respective affiliates or associates conducted heretofore with respect to any Acquisition Transaction. Except as is required payable in the exercise of the fiduciary duties of the Board of Directors of the Company as determined in good faith, following the receipt of advice of outside legal counsel, the Company agrees not to release any third party from any confidentiality or standstill agreement to which the Company is a party without Parent's prior written consent and to take all steps deemed necessary or appropriate by Parent to enforce to the fullest extent possible all such agreements.full:

No Solicitation. The (a) From the date hereof until the termination hereof and except as expressly permitted by the following provisions of this Section 5.8, the Company shall will not, and shall not nor will it permit any Company Subsidiary to, nor will it authorize or permit any officer, director or employee of its Subsidiaries the Company or any Company Subsidiary and their respective officerseach investment banker, directorsattorney, employeesaccountant or other advisor or representative of, representatives (including its investment bankers the Company or attorneys), agents or affiliates any Company Subsidiary to, directly or indirectly, encourage, (i) solicit, initiate or encourage the submission of any Acquisition Proposal (as hereinafter defined) or (ii) participate in any way in any discussions or negotiations withregarding, or provide furnish to any non-public person any information with respect to, or afford take any access other action to the propertiesfacilitate, books or records of the Company an Acquisition Proposal or any inquiries or the making of its Subsidiaries any proposal that constitutes, or may reasonably be expected to lead to, or otherwise assist or facilitate, any corporation, partnership, person or other entity or group (other than Parent or Sub or any affiliate or associate of Parent or Sub) concerning any an Acquisition Transaction (as defined in Section 6.11 herein) or potential Acquisition TransactionProposal; PROVIDED, HOWEVER, that nothing contained in this Agreement shall prohibit subject to compliance by the Company with the provisions of Section 5.8(b), the Company's Board of Directors of the Company from furnishing may furnish information to to, or entering enter into discussions or negotiations with with, any person or entity that makes an unsolicited bona fide proposal to engage in an written Acquisition Transaction that the Board of Directors of the Company determines in good faith represents a financially superior transaction for the stockholders of the Company when compared to the Offer and the Merger Proposal if, and only to the extent thatthat (A) the Company's Board of Directors, after consultation with its outside legal counsel, determines in good faith that such action is legally advisable for the Company's Board of Directors to comply with its fiduciary duties to the Company's stockholders under applicable Law, (B) such Acquisition Proposal is not subject to any financing contingencies or is, in the good faith judgment of the Company's Board of Directors after consultation with a nationally recognized financial advisor, reasonably capable of being financed, (C) the Company's Board of Directors determines in good faithfaith that such Acquisition Proposal, following the receipt of advice of outside legal counselbased upon such matters as it deems relevant including after consultation with a nationally recognized financial advisor, that failure to take any such action is reasonably likely to be would, if consummated, result in a breach by the Board of Directors of its fiduciary duties to the stockholders of the Company under applicable law; and PROVIDED FURTHER, HOWEVER, that nothing contained in this Agreement shall prohibit the Company or its Board of Directors from taking and disclosing transaction more favorable to the Company's stockholders from a position with respect to a tender offer by a third party pursuant to Rules 14d-9 and 14e-2(a) promulgated under financial point of view than the Exchange Act. The Company will promptly notify Parent and Sub if Merger (any such information is requested from it or any more favorable Acquisition Proposal being referred to herein as a "SUPERIOR PROPOSAL"), and (D) prior to taking such negotiations or discussions are sought to be initiated with the Company and will promptly communicate to Parent and Sub the terms of any proposal or inquiry and the identity of the party making such proposal or inquiry which it may receive in respect of any such transaction, including, in the case of written proposals or inquiries, furnishing Parent and Sub with a copy of such written proposal or inquiry (and all amendments and supplements thereto). Subject to the first sentence of this Section 6.02action, the Company will and will cause its Subsidiaries, affiliates and their respective officers, directors, employees, representatives and agents (x) provides reasonable notice to immediately cease and cause to be terminated any existing activities, discussions, or negotiations with any parties other than Parent, Sub or any of their respective affiliates or associates conducted heretofore with respect to any Acquisition Transaction. Except as is required in the exercise of the fiduciary duties of the Board of Directors of the Company as determined in good faith, following the receipt of advice of outside legal counsel, the Company agrees not to release any third party from any confidentiality or standstill agreement to which the Company is a party without Parent's prior written consent and to take all steps deemed necessary or appropriate by Parent to enforce to the fullest extent possible all effect that it is taking such agreementsaction and (y) receives from such person an executed confidentiality agreement in reasonably customary form.

No Solicitation. The Company shall not(a) Except as otherwise provided in this Section 5.3, neither the Company, WFB nor WFS shall, and shall not permit any each of its them will cause their respective Subsidiaries and their respective Subsidiaries’ officers, directors, employees, representatives agents, and advisors (including its investment bankers or attorneys)collectively, agents or affiliates “Representatives”) not to, directly or indirectly, encourage, solicit, participate in, initiate or participate in any way knowingly facilitate inquiries or proposals with respect to, or engage in any discussions or negotiations with, or provide any non-public information to, any Person (other than the Purchaser or afford any access to the propertiesits Subsidiaries, books or records of the Company or any of its Subsidiaries totheir respective Representatives) with respect to any offer or proposal concerning an Alternative Transaction (an “Acquisition Proposal”); provided, however, that the Company may, in response to a request for information or otherwise assist access by any Person making a written Acquisition Proposal to the Company’s board of directors, made after the date hereof that was not encouraged, solicited or facilitateinitiated by the Company, any corporationWFB, partnership, person or other entity or group (other than Parent or Sub WFS or any affiliate of their respective Representatives on or associate of Parent after the date hereof, directly or Sub) indirectly, furnish information and access pursuant to a confidentiality agreement with such Person on terms no less favorable to the Company than the Confidentiality Agreement, and may participate in discussions and negotiate with such Person concerning any such Acquisition Transaction Proposal, in each case if and only if (as defined in Section 6.11 hereini) such Acquisition Proposal constitutes or potential Acquisition Transaction; PROVIDEDmay reasonably be expected to lead to a Superior Proposal, HOWEVER, that nothing contained in this Agreement shall prohibit and (ii) the Board Company’s board of Directors of directors and the Company from furnishing information to or entering into discussions or negotiations Special Committee, after consultation with any person or entity that makes an unsolicited bona fide proposal to engage in an Acquisition Transaction that the Board of Directors of the Company determines in good faith represents a financially superior transaction for the stockholders of the Company when compared to the Offer and the Merger if, and only to the extent that, the Board of Directors determines in good faith, following the receipt of advice of outside legal counsel, believes in good faith that failure to take any such action is reasonably likely necessary for the Company’s board of directors to be a breach by the Board of Directors of its comply with their fiduciary duties to the stockholders shareholders of the Company under applicable law; and PROVIDED FURTHER, HOWEVER, that nothing contained in this Agreement shall prohibit the Company or its Board of Directors from taking and disclosing to the Company's stockholders a position with respect to a tender offer by a third party pursuant to Rules 14d-9 and 14e-2(a) promulgated under the Exchange Act. The Company will promptly notify Parent and Sub if any such information is requested from it or any such negotiations or discussions are sought to be initiated with the Company and will promptly communicate to Parent and Sub the terms of any proposal or inquiry and the identity of the party making such proposal or inquiry which it may receive in respect of any such transaction, including, in the case of written proposals or inquiries, furnishing Parent and Sub with a copy of such written proposal or inquiry (and all amendments and supplements thereto). Subject to the first sentence of this Section 6.02, the Company will and will cause its Subsidiaries, affiliates and their respective officers, directors, employees, representatives and agents to shall immediately cease and cause to be terminated any existing activities, discussions, discussions or negotiations conducted before the date of this Agreement with any parties Persons other than Parent, Sub or any of their respective affiliates or associates conducted heretofore the Purchaser with respect to any Acquisition Transaction. Except as is required in the exercise of the fiduciary duties of the Board of Directors of the Company as determined in good faith, following the receipt of advice of outside legal counsel, the Company agrees not Proposal and shall use its reasonable best efforts to release any third party from enforce any confidentiality or standstill similar agreement relating to which an Acquisition Proposal. The Company shall promptly (and in any event within one business day) notify the Company is Purchaser and the WFS Special Committee upon receipt of any written Acquisition Proposal, shall provide the Purchaser and the WFS Special Committee with the material terms and conditions of such proposal, and shall keep the Purchaser and the WFS Special Committee apprised of any related developments, discussions and negotiations on a party without Parent's prior written consent and current basis (but in no event, later than twenty-four (24) hours of any material developments, discussions or negotiations relating to take all steps deemed necessary or appropriate by Parent to enforce to the fullest extent possible all such agreementsproposal).

No Solicitation. (a) The Company shall not, and nor shall not it permit any officer or director of the Company or any officer or director of its Subsidiaries and their respective officers, directors, employees, representatives (including its investment bankers or attorneys), agents or affiliates to, directly nor shall it authorize or indirectlypermit, encourageany officer, solicit, initiate director or participate in any way in any discussions or negotiations withemployee of, or provide any non-public information toinvestment banker, attorney or afford any access to the propertiesother advisor or representative of, books or records of the Company or any of its Subsidiaries to, (i) solicit, initiate or otherwise assist or facilitateencourage the submission of, any corporationTakeover Proposal (as defined below), partnership(ii) except as provided in Section 5.4(b), enter into any agreement with respect to any Takeover Proposal or (iii) participate in any discussions or negotiations regarding, or furnish to any person any non-public information with respect to the Company, or take any other entity action to facilitate any inquiries or group (other than Parent the making of any proposal that constitutes, or Sub or may reasonably be expected to lead to, any affiliate or associate Takeover Proposal; provided, however, that prior to the acceptance for payment of Parent or Sub) concerning any Acquisition Transaction shares of Common Stock pursuant to the Offer, to the extent required by the fiduciary obligations of the Company Board, as determined in good faith by a majority of the members thereof based on the written advice of outside counsel, the Company may, in response to an unsolicited written bona fide Takeover Proposal that contains no financing condition from a person that the Company Board reasonably believes has the financial ability to make a Superior Proposal (as defined in Section 6.11 herein5.4(b)) or potential Acquisition Transaction; PROVIDEDsubject to compliance with Section 5.4(c), HOWEVER, that nothing contained in this Agreement shall prohibit the Board of Directors of furnish non-public information with respect to the Company from furnishing information to or entering into such person pursuant to a customary confidentiality agreement and participate in discussions or negotiations with such person. Without limiting the foregoing, it is understood that any person violation of the restrictions set forth in the preceding sentence by any executive officer or entity that makes an unsolicited bona fide proposal to engage in an Acquisition Transaction that the Board of Directors director of the Company determines in good faith represents a financially superior transaction for the stockholders or any of its Subsidiaries or any investment banker, attorney or other advisor or representative of the Company when compared to the Offer and the Merger if, and only to the extent that, the Board or any of Directors determines in good faith, following the receipt of advice of outside legal counsel, that failure to take any such action is reasonably likely its Subsidiaries shall be deemed to be a breach of this Section 5.4(a) by the Board Company. For purposes of Directors this Agreement, "Takeover Proposal" means any written ----------------- proposal that contains no financing condition for a merger or other business combination involving the Company or any of its fiduciary duties Subsidiaries or any proposal or offer to acquire in any manner, directly or indirectly, more than 20% of the stockholders equity securities of the Company under applicable law; and PROVIDED FURTHER, HOWEVER, that nothing contained in this Agreement shall prohibit the Company or its Board more than 20% of Directors from taking and disclosing to the Company's stockholders a position with respect to a tender offer by a third party pursuant to Rules 14d-9 and 14e-2(a) promulgated under the Exchange Act. The Company will promptly notify Parent and Sub if any such information is requested from it or any such negotiations or discussions are sought to be initiated with the Company and will promptly communicate to Parent and Sub the terms of any proposal or inquiry and the identity of the party making such proposal or inquiry which it may receive in respect of any such transactionconsolidated total assets, including, in the case of written proposals or inquiries, furnishing Parent and Sub with a copy of such written proposal or inquiry (and all amendments and supplements thereto). Subject to the first sentence of this Section 6.02, the Company will and will cause its Subsidiaries, affiliates and their respective officers, directors, employees, representatives and agents to immediately cease and cause to be terminated any existing activities, discussions, or negotiations with any parties other than Parent, Sub or any of their respective affiliates or associates conducted heretofore with respect to any Acquisition Transaction. Except as is required in the exercise of the fiduciary duties of the Board of Directors of the Company as determined in good faith, following the receipt of advice of outside legal counsel, the Company agrees not to release any third party from any confidentiality or standstill agreement to which the Company is a party without Parent's prior written consent and to take all steps deemed necessary or appropriate by Parent to enforce to the fullest extent possible all such agreementsTransactions.

No Solicitation. The Company (a) From and after the date hereof until the earlier of the Effective Time and the termination of this Agreement pursuant to Article 8, the Company, its Subsidiaries and their affiliates shall not, and shall use best efforts to cause the Company Representatives not permit any of its Subsidiaries and their respective officers, directors, employees, representatives (including its investment bankers or attorneys), agents or affiliates to, directly or indirectly, encourage, (i) solicit, initiate or knowingly encourage (including by way of furnishing information or assistance), or take any other action to facilitate, any inquiry in connection with or the making of any proposal from any Person that constitutes, or may reasonably be expected to lead to, an Acquisition Proposal (as defined in Section 6.08(f)), (ii) enter into, explore, maintain, participate in or continue any way in discussion or negotiation with any discussions Person (other than Acquisition Corp., Parent or negotiations withany of the Acquisition Corp. Representatives, as applicable) regarding an Acquisition Proposal, or provide furnish to any Person (other than Acquisition Corp., Parent or any of the Acquisition Corp. Representatives, as applicable) any non-public information toor otherwise assist or participate in, facilitate or afford encourage, any access to the propertiesknown effort or attempt by any other Person (other than Acquisition Corp., books or records of the Company Parent or any of its Subsidiaries the Acquisition Corp. Representatives, as applicable) to make or effect an Acquisition Proposal, (iii) enter into any agreement, arrangement or understanding with respect to, or otherwise assist or facilitateendorse, any corporationAcquisition Proposal, partnershipor (iv) authorize or permit any Company Representative to take any such action; provided, person or other entity or group (other than Parent or Sub or any affiliate or associate of Parent or Sub) concerning any Acquisition Transaction (as defined in Section 6.11 herein) or potential Acquisition Transaction; PROVIDED, HOWEVERhowever, that nothing contained in this Agreement Section 6.08 shall prohibit the Board Company Board, based upon the recommendation of Directors the Special Committee, prior to approval of this Agreement by the shareholders of the Company at the Shareholders Meeting, from furnishing information to to, or entering into engaging in discussions or negotiations with with, any person or entity Person that makes an unsolicited bona fide proposal to engage in an written Acquisition Transaction that Proposal (which did not result from a breach of this Section 6.08) if (A) the Board of Directors Company Board, based upon the recommendation of the Company Special Committee, determines in good faith represents a financially superior transaction for the stockholders of the Company when compared to the Offer after consultation with its financial advisors and the Merger if, and only to the extent that, the Board of Directors determines in good faith, following the receipt of advice of outside legal counseladvisors, that failure to take any such action is reasonably likely necessary for the Company Board to be a breach by the Board of Directors of comply with its fiduciary duties to the stockholders of the Company Company's shareholders under applicable law; and PROVIDED FURTHER, HOWEVER, that nothing contained in this Agreement shall prohibit (B) the Company Acquisition Proposal constitutes or its Board of Directors from taking and disclosing would reasonably be expected to the Company's stockholders a position with respect lead to a tender offer by a third party pursuant Superior Proposal (as defined in Section 6.08(g)) and (C) prior to Rules 14d-9 and 14e-2(a) promulgated under the Exchange Act. The Company will promptly notify Parent and Sub if any furnishing such information is requested from it to, or any engaging in discussions or negotiations regarding an Acquisition Proposal or the Transactions with, such negotiations or discussions are sought to be initiated with the Company and will promptly communicate to Parent and Sub the terms of any proposal or inquiry and the identity of the party making such proposal or inquiry which it may receive in respect of any such transaction, including, in the case of written proposals or inquiries, furnishing Parent and Sub with a copy of such written proposal or inquiry (and all amendments and supplements thereto). Subject to the first sentence of this Section 6.02Person, the Company will and will cause its Subsidiaries, affiliates and their respective officers, directors, employees, representatives and agents receives from such Person an executed confidentiality agreement (which agreement shall be provided to immediately cease and cause Parent for information purposes) with terms no less favorable to be terminated any existing activities, discussions, or negotiations with any parties other the Company than Parent, Sub or any of their respective affiliates or associates conducted heretofore with respect to any Acquisition Transaction. Except as is required those contained in the exercise of the fiduciary duties of the Board of Directors of the Company as determined in good faith, following the receipt of advice of outside legal counsel, the Company agrees not to release any third party from any confidentiality or standstill agreement to which the Company is a party without Parent's prior written consent and to take all steps deemed necessary or appropriate by Parent to enforce to the fullest extent possible all such agreementsConfidentiality Agreement.

No Solicitation. The (a) From and after the date of this Agreement until the Closing Date or termination of this Agreement pursuant to Section 10, the Company shall and the Selling Lenders will not, and shall not nor will they authorize or permit any of its Subsidiaries and their respective officers, directors, employeesaffiliates or employees or any investment banker, representatives (including its investment bankers attorney or attorneys), agents other advisor or affiliates representative retained by any of them to, directly or indirectly, encourage, (i) solicit, initiate initiate, encourage or induce the making, submission or announcement of any Acquisition Proposal (as hereinafter defined), (ii) participate in any way in any discussions or negotiations withregarding, or provide furnish to any person any non-public information with respect to, or afford take any access 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, (iii) engage in discussions with any person with respect to any Acquisition Proposal, except as to the propertiesexistence of these provisions, books (iv) approve, endorse or records recommend any Acquisition Proposal, or (v) enter into any letter of intent or similar document or any contract, agreement or commitment contemplating or otherwise relating to any Acquisition Proposal, except in each case to the extent any such action is undertaken to comply with any applicable legal requirement. The Company and the Selling Lenders will immediately cease any and all existing activities, discussions or negotiations with any parties conducted heretofore with respect to any Acquisition Proposal to the extent prohibited by the preceding sentence. Without limiting the foregoing, it is understood that any violation of the restrictions set forth in the preceding two sentences by any officer, director or employee of the Company or the Selling Lenders or any of its Subsidiaries toinvestment banker, or otherwise assist or facilitate, any corporation, partnership, person attorney or other entity advisor or group (other than Parent representative of the Company or Sub the Selling Lenders shall be deemed to be a breach of this Section 5.4 by the Company or any affiliate or associate of Parent or Sub) concerning any the Selling Lenders. Notwithstanding the foregoing, the Company may, in response to an unsolicited, written Acquisition Transaction Proposal (as defined in Section 6.11 hereinbelow) or potential Acquisition Transaction; PROVIDED, HOWEVER, that nothing contained in this Agreement shall prohibit which the Board of Directors of the Company from furnishing information to or entering into discussions or negotiations with any person or entity that makes an unsolicited bona fide proposal to engage in an Acquisition Transaction that the Board of Directors of the Company determines in good faith represents a financially superior transaction for the stockholders of the Company when compared to the Offer and the Merger ifdetermines, and only to the extent that, the Board of Directors determines in good faith, following would reasonably be expected to lead to a Superior Proposal (as hereinafter defined) and pursuant to an executed confidentiality agreement with customary terms and conditions at least as restrictive as the receipt confidentiality provisions of advice of outside legal counselthe agreement entered into among the parties hereto, that failure to take any such action is reasonably likely to be a breach by the Board of Directors of its fiduciary duties (A) furnish information with respect to the stockholders Company to the person who made such unsolicited proposal and afford such person access to the properties, books, records, officers, and employees of the Company under applicable law; and PROVIDED FURTHER, HOWEVER, that nothing contained in this Agreement shall prohibit the Company or its Board of Directors from taking and disclosing to the Company's stockholders a position with respect to a tender offer by a third party pursuant to Rules 14d-9 and 14e-2(a) promulgated under the Exchange Act. The Company will promptly notify Parent and Sub if any such information is requested from it or any such negotiations or discussions are sought to be initiated with the Company and will promptly communicate to Parent and Sub the terms of any proposal or inquiry and the identity of the party making such proposal or inquiry which it may receive in respect of any such transaction, including, in the case of written proposals or inquiries, furnishing Parent and Sub with a copy of such written proposal or inquiry (and all amendments and supplements thereto). Subject to the first sentence of this Section 6.02, the Company will and will cause its Subsidiaries, affiliates and their respective officers, directors, employees, representatives and agents to immediately cease and cause to be terminated any existing activities, discussions(B) participate in discussions with, or negotiations with any parties other than Parentaccept a Superior Proposal from, Sub or any of their respective affiliates or associates conducted heretofore with respect to any Acquisition Transaction. Except as is required in the exercise of the fiduciary duties of the Board of Directors of the Company as determined in good faith, following the receipt of advice of outside legal counsel, the Company agrees not to release any third party from any confidentiality or standstill agreement to which the Company is a party without Parent's prior written consent and to take all steps deemed necessary or appropriate by Parent to enforce to the fullest extent possible all such agreementsperson regarding such Superior Proposal.

No Solicitation. The From the date of this Agreement until the Closing or, if earlier, the termination of this Agreement in accordance with its terms, the Company shall and the ESOP agree that they will not, and shall not permit any of its Subsidiaries and their respective officers, directors, employees, representatives (including its investment bankers or attorneys), agents or affiliates to, directly or indirectly, encourageor directly or indirectly through any officer, director, employee, investment banker, attorney, advisor, representative or agent (each a “Representative”), as applicable for any or all of them (i) solicit, initiate or participate knowingly encourage the submission of any inquiry, proposal or offer (whether in writing or otherwise) that constitutes, or could lead to, a proposal or offer for a merger, consolidation, business combination, recapitalization, sale of substantial assets or sale of a substantial percentage of the Shares (including without limitation by way of a public offering or private placement) involving the Company other than the Contemplated Transactions (any way of the foregoing inquiries or proposals being referred to herein as an “Acquisition Proposal”); (ii) engage in any negotiations or discussions or negotiations withconcerning, or provide any non-public information to any Person relating to, any Acquisition Proposal; or afford (iii) agree to, approve or recommend any Acquisition Proposal; provided, however, that if, at any time after the date hereof, the ESOP receives an unsolicited bona fide written Acquisition Proposal (under circumstances in which the Company and the ESOP have complied with their obligations under this Section 6.15) from any Person (other than Purchaser), which is determined in good faith (after consultation with its financial advisors and the Board of Directors of the Company) by the Trustee to be, or to be reasonably likely to result in a Superior Proposal, the ESOP may (x) furnish non-public information about the Company to the Person making such Acquisition Proposal (and its Representatives) pursuant to a customary confidentiality agreement not materially less restrictive of such Person than the Confidentiality Agreement and (y) participate in discussions or negotiations with the Person making such Acquisition Proposal (and its Representatives) regarding such Acquisition Proposal; provided that the Trustee shall not take any such action unless the Trustee shall have determined in good faith, after consultation with outside counsel, that the failure to take such action would be deemed to constitute a breach of its fiduciary duties under applicable Law. The Company and the ESOP agree to notify Purchaser as soon as is reasonably practicable (and not later than forty-eight (48) hours) after receipt of any Acquisition Proposal or any request for non-public information in connection with an Acquisition Proposal or for access to the properties, books or records of the Company by any Person that informs the Company or the ESOP that it is considering making or has made an Acquisition Proposal. Such notice shall be made orally (and shall be confirmed in writing) and shall indicate the identity of the Person making, and the material terms and conditions of, such proposal, inquiry or contact notwithstanding any confidentiality restrictions applicable thereto (which the ESOP shall be required to obtain waiver of prior to its Subsidiaries toreview of any such proposal, inquiry or contact). The ESOP shall inform Purchaser and the Company periodically of the status and content of any discussions or negotiations regarding such Acquisition Proposal with such Person and as promptly as reasonably practicable of any change in the price, structure or form of the consideration or material terms of and conditions regarding the Acquisition Proposal. Each of the Company and the ESOP will use its best efforts to prevent its Representatives from taking any action prohibited hereby if taken by the Company or the ESOP. If either of the Company or the ESOP learns of any such action taken by a Representative, the Company or the ESOP, as the case may be, will immediately advise Purchaser and provide the information specified herein. Notwithstanding anything to the contrary contained herein, (i) nothing in this Section 6.15 shall delay or otherwise assist or facilitateaffect those obligations of the parties arising under Section 6.4(a) and Section 6.7(a) hereof, and (ii) if the ESOP receives an unsolicited bona fide written Acquisition Proposal (under circumstances in which the Company and the ESOP have complied with their obligations under this Section 6.15) from any corporation, partnership, person or other entity or group Person (other than Parent or Sub or any affiliate or associate of Parent or Sub) concerning any Acquisition Transaction Purchaser), which is determined in good faith (as defined in Section 6.11 herein) or potential Acquisition Transaction; PROVIDED, HOWEVER, that nothing contained in this Agreement shall prohibit after consultation with its financial advisors and the Board of Directors of the Company from furnishing information Company) by the Trustee to be, or entering into discussions to be reasonably likely to result in a Superior Proposal and at or negotiations with any person or entity that makes an unsolicited bona fide proposal to engage in an Acquisition Transaction that after the Board time of Directors of the Company determines in good faith represents a financially superior transaction for the stockholders of the Company when compared to the Offer and the Merger if, and only to the extent that, the Board of Directors determines in good faith, following the receipt of advice such Acquisition Proposal all of outside legal counsel, that failure to take any such action is reasonably likely to be a breach by the Board of Directors of its fiduciary duties conditions to the stockholders Closing set forth in Article VII (except those conditions which by their nature can only be satisfied on the Closing Date) have been or are subsequently satisfied, the ESOP shall determine (and shall provide reasonably prompt oral and written notice of such determination to Purchaser and the Company) to accept or reject such Acquisition Proposal within seven (7) Business Days following the later of the Company under applicable law; and PROVIDED FURTHERreceipt of such Acquisition Proposal or satisfaction of such conditions. In the event that the ESOP determines to accept such Acquisition Proposal, HOWEVERthe ESOP shall, that nothing contained on the next succeeding Business Day following the expiration of such seven (7) Business Day period, invoke the procedures set forth in this Agreement shall prohibit the Company or its Board of Directors from taking and disclosing Section 11.1(e), including, without limitation, by providing Purchaser with five (5) Business Days to the Company's stockholders a position with respect to a tender offer by a third party pursuant to Rules 14d-9 and 14e-2(a) promulgated under the Exchange Act. The Company will promptly notify Parent and Sub if any such information is requested from it or any such negotiations or discussions are sought to be initiated with the Company and will promptly communicate to Parent and Sub amend the terms of any proposal or inquiry and its offer. In the identity of event that the party making ESOP determines to reject such proposal or inquiry which it may receive in respect of any such transactionAcquisition Proposal, includingthe ESOP shall, in on the case of written proposals or inquiries, furnishing Parent and Sub with a copy next succeeding Business Day following the expiration of such written proposal or inquiry seven (and all amendments and supplements thereto). Subject 7) Business Day period, provide notice to the first sentence Person(s) making the Acquisition Proposal of this Section 6.02such rejection, the Company will and will cause its Subsidiaries, affiliates shall cease all negotiations and their respective officers, directors, employees, representatives and agents to immediately cease and cause to be terminated any existing activities, discussions, or negotiations discussions regarding an Acquisition Proposal with any parties other than Parent, Sub or any of their respective affiliates or associates conducted heretofore with respect to any Acquisition Transaction. Except as is required in the exercise of the fiduciary duties of the Board of Directors of the Company as determined in good faith, following the receipt of advice of outside legal counsel, the Company agrees not to release any third party from any confidentiality or standstill agreement to which the Company is a party without Parent's prior written consent and to take all steps deemed necessary or appropriate by Parent to enforce to the fullest extent possible all such agreementsPerson(s).

No Solicitation. The (a) Company shall agrees that it will not, and shall not permit any of will cause its Subsidiaries and their respective its Subsidiaries’ officers, directors, employeesagents, representatives (including its investment bankers or attorneys), agents or advisors and affiliates not to, directly or indirectly, encourageinitiate, solicit, initiate encourage or participate knowingly facilitate inquiries or proposals with respect to, or engage in any way in any discussions or negotiations withconcerning, or provide any non-public confidential or nonpublic information or data to, or afford have any access to the propertiesdiscussions with, books or records of the Company or any of its Subsidiaries person relating to, or otherwise assist or facilitate, any corporation, partnership, person or other entity or group (other than Parent or Sub or any affiliate or associate of Parent or Sub) concerning any Acquisition Transaction (as defined Proposal; provided that, in Section 6.11 herein) or potential the event Company receives an unsolicited bona fide Acquisition Transaction; PROVIDED, HOWEVER, that nothing contained in this Agreement shall prohibit Proposal and the Board of Directors of Company concludes in good faith that such Acquisition Proposal constitutes or is more likely than not to result in a Superior Proposal, Company may, and may permit its Subsidiaries and its Subsidiaries’ representatives to, furnish or cause to be furnished nonpublic information and participate in such negotiations or discussions to the Company from furnishing information to or entering into discussions or negotiations with any person or entity that makes an unsolicited bona fide proposal to engage in an Acquisition Transaction extent that the Board of Directors of the Company determines concludes in good faith represents a financially superior transaction for (and based on the stockholders of the Company when compared to the Offer and the Merger if, and only to the extent that, the Board of Directors determines in good faith, following the receipt of advice of outside legal counsel, ) that failure to take any such action is reasonably actions would be more likely than not to be result in a breach by the Board of Directors violation of its fiduciary duties to the stockholders of the Company under applicable law; and PROVIDED FURTHER, HOWEVER, provided that nothing contained in this Agreement shall prohibit the Company or its Board of Directors from taking and disclosing prior to providing any nonpublic information permitted to be provided pursuant to the Company's stockholders foregoing proviso or engaging in any negotiations, it shall have entered into a position confidentiality agreement with respect to a tender offer by a such third party pursuant on terms no less favorable to Rules 14d-9 and 14e-2(a) promulgated under Company than the Exchange ActConfidentiality Agreement of December 9, 2010. The Company will promptly notify Parent and Sub if any such information is requested from it or any such negotiations or discussions are sought to be initiated with the Company and will promptly communicate to Parent and Sub the terms of any proposal or inquiry and the identity of the party making such proposal or inquiry which it may receive in respect of any such transaction, including, in the case of written proposals or inquiries, furnishing Parent and Sub with a copy of such written proposal or inquiry (and all amendments and supplements thereto). Subject to the first sentence of this Section 6.02, the Company will and will cause its Subsidiaries, affiliates and their respective officers, directors, employees, representatives and agents to immediately cease and cause to be terminated any existing activities, discussions, discussions or negotiations conducted before the date of this Agreement with any parties persons other than Parent, Sub or any of their respective affiliates or associates conducted heretofore Purchaser with respect to any Acquisition Transaction. Except as is required in the exercise of the fiduciary duties of the Board of Directors of the Company as determined in good faithProposal and will use its reasonable best efforts, following the receipt of advice of outside legal counselsubject to applicable law, the Company agrees not to release any third party from (x) enforce any confidentiality or standstill similar agreement relating to which an Acquisition Proposal and (y) within ten business days after the date hereof, request and confirm the return or destruction of any confidential information provided to any person (other than Purchaser and its affiliates) pursuant to any such confidentiality or similar agreement. Company is will promptly (and in any event within 24 hours) advise Purchaser following receipt of any Acquisition Proposal and the substance thereof (including the identity of the person making such Acquisition Proposal), and will keep Purchaser promptly apprised of any related developments, discussions and negotiations (including the terms and conditions of the Acquisition Proposal) on a party without Parent's prior written consent and to take all steps deemed necessary or appropriate by Parent to enforce to the fullest extent possible all such agreementscurrent basis.

No Solicitation. (a) The Company shall agrees that it will not, and shall not permit any of its Subsidiaries and their respective officers, directors, employees, representatives (including its investment bankers or attorneys), agents or affiliates to, directly or indirectlyindirectly through any officer, encouragesubsidiary, solicitaffiliate, initiate director, employee, stockholder, representative, agent or participate other person, (i) seek, initiate, solicit or encourage any Person to make an Acquisition Proposal, (ii) engage in negotiations or discussions concerning an Acquisition Proposal with any way in any discussions person or negotiations withgroup, or provide (iii) disclose any non-public information to, relating to the Company or afford any give access to the properties, employees, books or records of the Company or any of its Subsidiaries to, or otherwise assist or facilitate, subsidiaries to any corporation, partnership, person or other entity or group (other than Parent or Sub or any affiliate or associate of Parent or Sub) concerning in connection with any Acquisition Transaction Proposal or (as defined in Section 6.11 hereiniv) approve or potential recommend or agree to approve or recommend any Acquisition TransactionProposal; PROVIDED, HOWEVER, provided that nothing contained in this Agreement herein shall prohibit prevent the Board of Directors of the Company from (a) furnishing information to any person that has made an Acquisition Proposal not solicited in violation of this paragraph or (b) subject to the other provisions of this paragraph, entering into or participating in discussions or negotiations with any person or entity that makes an unsolicited bona fide proposal to engage in concerning an Acquisition Transaction that Proposal not solicited in violation of this paragraph so long as, in any case, (x) the Board of Directors of or the Company determines in good faith represents a financially superior transaction for the stockholders of the Company when compared to the Offer and the Merger if, and only to the extent that, the Board of Directors determines Special Committee shall have concluded in good faith, following after receiving and considering the receipt of advice of its outside legal counsel, that failure failing to take any participate in such action is reasonably likely to be a breach by discussions or negotiations or furnishing such information would cause the Board of Directors or the Special Committee to be in breach of its respective fiduciary duties responsibilities to the stockholders of the Company Stockholders under applicable law; , and PROVIDED FURTHER, HOWEVER, that nothing contained (y) prior to participating in this Agreement shall prohibit the Company such discussions or its Board of Directors from taking and disclosing to the Company's stockholders a position with respect to a tender offer by a third party pursuant to Rules 14d-9 and 14e-2(a) promulgated under the Exchange Act. The Company will promptly notify Parent and Sub if negotiations or furnishing any such information is requested from it or any such negotiations or discussions are sought to be initiated with information, the Company and will promptly communicate to Parent and Sub the terms of any proposal or inquiry and the identity of the party making such proposal or inquiry which it may receive in respect of any such transaction, includingoffer agrees to a confidentiality agreement on terms that are, in the case of written proposals or inquiriesaggregate, furnishing Parent and Sub with a copy of such written proposal or inquiry (and all amendments and supplements thereto). Subject no less favorable to the first sentence Company than those of this Section 6.02the Confidentiality Agreement to which Sponsor is a party (other than the standstill provisions thereof) and Merger Subsidiary is given concurrent or advance written notice thereof unless the Board of Directors or the Special Committee shall have concluded in good faith, after receiving and considering the advice of its outside counsel, that doing so would cause it to be in breach of its respective fiduciary responsibilities to the Company will Stockholders under applicable law. The Board of Directors or the Special Committee may (x) fail to make, withdraw, or modify in a manner adverse to Merger Subsidiary its recommendation to its stockholders referred to in Section 6.03 hereof, (y) take and will cause disclose to the Company Stockholders a position contemplated by Rule 14e-2 under the 1934 Act or otherwise complying with its Subsidiariesdisclosure obligations and/or (z) take any non-appealable, affiliates and their respective officers, directors, employees, representatives and agents to immediately cease and cause final action ordered to be terminated taken by the Company by any existing activitiescourt of competent jurisdiction, discussionsbut in each case only if the Board of Directors or the Special Committee determines, or negotiations in good faith after consultation with any parties other than Parentoutside legal counsel to the Company, Sub or any of their respective affiliates or associates conducted heretofore with respect to any Acquisition Transaction. Except as that such action is required in the exercise of the its respective fiduciary duties of the Board of Directors of the Company as determined in good faith, following the receipt of advice of outside legal counsel, the Company agrees not to release any third party from any confidentiality or standstill agreement to which the Company is a party without Parent's prior written consent and to take all steps deemed necessary or appropriate by Parent to enforce to the fullest extent possible all such agreementsunder applicable law.

No Solicitation. The Company (a) Seller shall not, not nor shall it authorize (and shall use its best efforts not permit to permit) any Affiliate, officer, director, manager or employee of, or any investment banker, attorney or other advisor or representative (collectively, "REPRESENTATIVES") of its Subsidiaries and their respective officers, directors, employees, representatives Seller to (including its investment bankers i) solicit or attorneys), agents or affiliates initiate any inquiries relating to, directly or indirectlythe submission of, encourageany Acquisition Proposal, solicit, initiate or (ii) participate in any way in any discussions or negotiations withregarding any Acquisition Proposal, or provide in connection with any Acquisition Proposal, or furnish to any Person any non-public information to, or afford any data with respect to or provide access to the properties, books or records properties of the Company or any of its Subsidiaries toSeller, or otherwise assist take any other action in order to facilitate the making of any proposal that constitutes an Acquisition Proposal or facilitate, (iii) enter into any corporation, partnership, person or other entity or group (other than Parent or Sub or any affiliate or associate of Parent or Sub) concerning agreement with respect to any Acquisition Transaction (as defined in Section 6.11 herein) Proposal or potential approve or resolve to approve any Acquisition TransactionProposal; PROVIDED, HOWEVERprovided, that notwithstanding anything to the contrary contained in this Agreement, nothing contained in this Agreement Section 5.04 or any other provision hereof shall prohibit the Board Seller or Seller's board of Directors of the Company from furnishing information to or entering into discussions or negotiations with any person or entity that makes an unsolicited bona fide proposal to engage in an Acquisition Transaction that the Board of Directors of the Company determines in good faith represents a financially superior transaction for the stockholders of the Company when compared to the Offer and the Merger if, and only to the extent that, the Board of Directors determines in good faith, following the receipt of advice of outside legal counsel, that failure to take any such action is reasonably likely to be a breach by the Board of Directors of its fiduciary duties to the stockholders of the Company under applicable law; and PROVIDED FURTHER, HOWEVER, that nothing contained in this Agreement shall prohibit the Company or its Board of Directors directors from taking and disclosing to the CompanySeller's stockholders a position with respect to a tender or exchange offer by a third party pursuant to Rules 14d-9 and 14e-2(a) 14e-2 promulgated under the Exchange Act, provided that Seller may not, except as permitted by Section 5.04(b), withdraw or modify, or propose to withdraw or modify, the Seller Board Recommendation or approve or recommend, or propose to approve or recommend any Acquisition Proposal, or enter into any agreement with respect to any Acquisition Proposal. The Company will promptly notify Parent and Sub if any such information is requested from it or any such negotiations or discussions are sought to be initiated with the Company and will promptly communicate to Parent and Sub the terms of any proposal or inquiry and the identity of the party making such proposal or inquiry which it may receive in respect of any such transaction, including, in the case of written proposals or inquiries, furnishing Parent and Sub with a copy of such written proposal or inquiry (and all amendments and supplements thereto). Subject to the first sentence Upon execution of this Section 6.02Agreement, the Company Seller will and will cause its Subsidiaries, affiliates and their respective officers, directors, employees, representatives and agents to immediately cease and cause to be terminated any existing activities, discussions, discussions or negotiations with any parties other than Parent, Sub or any of their respective affiliates or associates Person conducted heretofore with respect to any Acquisition Transactionof the foregoing. Except Notwithstanding the foregoing, prior to the Closing Date, Seller may furnish nonpublic information or data concerning, or provide access to, its businesses, properties or assets to any Person or "group" (as is required defined in the exercise Exchange Act and the rules promulgated thereunder) and may negotiate and participate in discussions and negotiations with such Person or group concerning an Acquisition Proposal, provided that such Person or group shall have entered into a confidentiality agreement, the confidentiality provisions of which shall be no more favorable to such third party than those provided for in the Confidentiality Agreement (provided that such confidentiality agreement must permit Seller to disclose to Parent all of the fiduciary duties of the Board of Directors of the Company as determined in good faith, following the receipt of advice of outside legal counsel, the Company agrees not information required to release any third party from any confidentiality or standstill agreement be disclosed by Seller to which the Company is a party without Parent's prior written consent and to take all steps deemed necessary or appropriate Parent by Parent to enforce to the fullest extent possible all such agreements.this Section 5.04) if:

No Solicitation. (a) The Company shall and its Subsidiaries will not, and shall not permit any of the Company will direct and use its Subsidiaries reasonable best efforts to cause its and their its Subsidiaries’ respective officers, directors, employees, representatives (including its investment bankers or bankers, consultants, attorneys), accountants, agents or affiliates and other representatives not to, directly or indirectly, encourage, take any action to solicit, initiate initiate, or participate knowingly encourage or facilitate the making of any Acquisition Proposal (including without limitation by amending, or granting any waiver under, Article NINTH of the Company Charter or Section 203 of the DGCL) or any inquiry with respect thereto or engage in any way in any discussions or negotiations withwith any Person with respect thereto (except to notify such Person of the existence of the provisions of this Section 7.8), or provide disclose any non-public nonpublic information to, or afford any access to the properties, books or records to any Person that has made, or to the Company’s knowledge is considering making, any Acquisition Proposal, or approve or recommend, or propose to approve or recommend, or execute or enter into any letter of intent, agreement in principle, merger agreement, option agreement, acquisition agreement or other similar agreement relating to an Acquisition Proposal, or propose publicly or agree to do any of the Company or any of its Subsidiaries to, or otherwise assist or facilitate, any corporation, partnership, person or other entity or group (other than Parent or Sub or any affiliate or associate of Parent or Sub) concerning any foregoing relating to an Acquisition Transaction (as defined in Section 6.11 herein) or potential Acquisition Transaction; PROVIDED, HOWEVER, that nothing Proposal. Nothing contained in this Agreement shall prohibit prevent the Board of Directors of the Company from furnishing information (i) complying with Rule 14e-2 under the Exchange Act with regard to or entering into discussions or negotiations with any person or entity that makes an unsolicited bona fide proposal to engage in an Acquisition Transaction Proposal or (ii) making any disclosure if, in the case of this clause (ii), in the good faith judgment of the Company’s Board of Directors, after consultation with outside counsel, the failure to make such disclosure would be reasonably likely to be inconsistent with the directors’ exercise of their fiduciary duties to the Company’s stockholders under applicable law; provided, however, that any such disclosure that relates to an Acquisition Proposal shall be deemed to be a Change in the Company Recommendation unless the Company’s Board of Directors reaffirms the Company Recommendation in such disclosure. Notwithstanding anything to the contrary in this Agreement but subject to the first sentence of Section 7.8(b), prior to (but not after) the date of the Company Stockholder Approval, the Company may, directly or indirectly through its advisors, agents or other intermediaries, (A) furnish information and access, but only in response to a request for information or access, to any Person making a bona fide, written Acquisition Proposal to the Board of Directors of the Company determines after the date hereof which was not obtained in good faith represents a financially superior transaction for the stockholders breach of the Company when compared to the Offer Section 5.2 or this Section 7.8 and the Merger (B) participate in discussions and negotiate with such Person or its representatives concerning any such unsolicited Acquisition Proposal, if and only if, and only to the extent that, the Board of Directors determines in good faith, following the receipt of advice of outside legal counsel, that failure to take any such action is reasonably likely to be a breach by the Board of Directors of its fiduciary duties to the stockholders of the Company under applicable law; and PROVIDED FURTHER, HOWEVER, that nothing contained case set forth in this Agreement shall prohibit the Company clause (A) or its Board of Directors from taking and disclosing to the Company's stockholders a position with respect to a tender offer by a third party pursuant to Rules 14d-9 and 14e-2(a(B) promulgated under the Exchange Act. The Company will promptly notify Parent and Sub if any such information is requested from it or any such negotiations or discussions are sought to be initiated with the Company and will promptly communicate to Parent and Sub the terms of any proposal or inquiry and the identity of the party making such proposal or inquiry which it may receive in respect of any such transaction, including, in the case of written proposals or inquiries, furnishing Parent and Sub with a copy of such written proposal or inquiry (and all amendments and supplements thereto). Subject to the first sentence of this Section 6.02sentence, the Company will and will cause its Subsidiaries, affiliates and their respective officers, directors, employees, representatives and agents to immediately cease and cause to be terminated any existing activities, discussions, or negotiations with any parties other than Parent, Sub or any of their respective affiliates or associates conducted heretofore with respect to any Acquisition Transaction. Except as is required in the exercise of the fiduciary duties of (1) the Board of Directors of the Company as determined concludes in good faith, following the after (x) receipt of the advice of a financial advisor of nationally recognized reputation and outside legal counsel, that such Acquisition Proposal constitutes or could reasonably be expected to result in a Superior Proposal and (y) taking into account any revisions to the terms of the Merger or this Agreement proposed by Parent after being notified pursuant to Section 5.2(b), that failure to do so would be reasonably likely to be inconsistent with its fiduciary duties to the Company’s stockholders under applicable law and (2) (x) the Company agrees not receives from the Person making such an Acquisition Proposal, prior to release engaging in any third party from any of the activities described in clause (A) or (B) of this sentence, an executed confidentiality or standstill agreement the material terms of which, as they relate to which confidentiality, are (without regard to the terms of such Acquisition Proposal) in all material respects (i) no less favorable to the Company and (ii) no less restrictive to the Person making such Acquisition Proposal than those contained in the Confidentiality Agreement and (y) any information provided to such Person has previously been provided to Parent or is a party without Parent's provided to Parent prior to or substantially concurrently with the time it is provided to such Person. The Board of Directors of the Company shall not take any of the actions referred to in the foregoing clauses (A) and (B) unless the Company shall have first delivered to Parent written consent and notice advising Parent that the Company intends to take all steps deemed necessary or appropriate by Parent to enforce to the fullest extent possible all such agreementsaction.

No Solicitation. The (a) From the date hereof until the Closing, the Company shall notand its subsidiaries, and shall not permit any of its Subsidiaries and their respective the officers, directors, employees, representatives (including financial or legal advisors of the Company and its investment bankers or attorneys), agents or affiliates tosubsidiaries will not, directly or indirectly, encourage, (i) take any action to solicit, initiate or participate encourage any Acquisition Proposal or (ii) engage in any way in any discussions or negotiations with, or provide disclose any non-public nonpublic information to, relating to the Company or any of its subsidiaries or afford any access to the properties, books or records of the Company or any of its Subsidiaries subsidiaries to, any person that may be considering making, or otherwise assist or facilitatehas made, any corporationan Acquisition Proposal; provided that, partnership, person or other entity or group (other than Parent or Sub or any affiliate or associate of Parent or Sub) concerning any Acquisition Transaction (as defined in Section 6.11 herein) or potential Acquisition Transaction; PROVIDED, HOWEVER, that nothing contained in this Agreement shall prohibit the Board of Directors of the Company from furnishing information may, in response to or entering into discussions or negotiations with any person or entity that makes an unsolicited bona fide written proposal to from a third party regarding an Acquisition Proposal engage in an Acquisition Transaction that the activities specified in clause (ii), if the Board of Directors of the Company determines in good faith represents a financially superior transaction for the stockholders of the Company when compared to the Offer and the Merger if, and only to the extent that, the Board of Directors determines in good faith, following after obtaining and taking into account the receipt of advice of outside legal counsel, that failure to take any such action is reasonably likely to be a breach by required for the Board of Directors of the Company to comply with its fiduciary duties under applicable law. The Company will promptly (and in no event later than 24 hours after having received the relevant Acquisition Proposal) notify the Parent (which notice shall be provided orally and in writing and shall identify the person making the Acquisition Proposal and set forth the material terms thereof) after having received any Acquisition Proposal, or request for nonpublic information relating to the stockholders Company or any of its subsidiaries or for access to the properties, books or records of the Company or any of its subsidiaries by any person who is considering making or has made an Acquisition Proposal. The Company will, to the extent consistent with the fiduciary duties of the Company's Board of Directors under applicable law; , keep the Parent fully informed of the status and PROVIDED FURTHERdetails of any such Acquisition Proposal or request. The Company shall, HOWEVERand shall cause its subsidiaries, that and shall instruct the directors, officers and financial and legal advisors of the Company and its subsidiaries to, cease immediately and cause to be terminated all activities, discussions or negotiations, if any, with any persons conducted heretofore with respect to any Acquisition Proposal. Notwithstanding any provision of this Section, nothing contained in this Agreement Section shall prohibit the Company or its Board of Directors from taking and disclosing to the Company's stockholders a position with respect to a tender offer an Acquisition Proposal by a third party pursuant to Rules 14d-9 and 14e-2(a) promulgated the extent required under the Exchange Act. The Company will promptly notify Parent and Sub if any such information is requested Act or from it or any such negotiations or discussions are sought to be initiated with the Company and will promptly communicate to Parent and Sub the terms of any proposal or inquiry and the identity of the party making such proposal or inquiry which it may receive in respect of any such transaction, includingdisclosure to the Company's stockholders which, in the case of written proposals or inquiries, furnishing Parent and Sub with a copy of such written proposal or inquiry (and all amendments and supplements thereto). Subject to the first sentence of this Section 6.02, the Company will and will cause its Subsidiaries, affiliates and their respective officers, directors, employees, representatives and agents to immediately cease and cause to be terminated any existing activities, discussions, or negotiations with any parties other than Parent, Sub or any of their respective affiliates or associates conducted heretofore with respect to any Acquisition Transaction. Except as is required in the exercise of the fiduciary duties judgment of the Board of Directors Directors, taking into account the advice of outside counsel, is required under applicable law; provided that nothing in this sentence shall affect the obligations of the Company as determined in good faith, following the receipt and its Board of advice Directors under any other provision of outside legal counsel, the Company agrees not to release any third party from any confidentiality or standstill agreement to which the Company is a party without Parent's prior written consent and to take all steps deemed necessary or appropriate by Parent to enforce to the fullest extent possible all such agreementsthis Agreement.

No Solicitation. (a) The Company shall not, and nor shall not it authorize or permit any of its Subsidiaries and their respective officers, directors, employees, representatives (including its investment bankers or attorneys), agents or affiliates Company Subsidiary to, nor shall it authorize or permit any officer, director or employee of, or any investment banker, attorney or other advisor or representative (each, a “Representative” and collectively, “Representatives”) of, the Company or any Company Subsidiary to, (i) directly or indirectly, encourage, indirectly solicit, initiate or encourage the submission of, any Company Takeover Proposal (as defined in Section 5.02(e)), (ii) enter into any agreement with respect to any Company Takeover Proposal or (iii) directly or indirectly participate in any way in any discussions or negotiations withregarding, or provide furnish to any non-public person any information with respect to, or afford take any access other action to facilitate any inquiries or the making of any proposal that constitutes, or may reasonably be expected to lead to, any Company Takeover Proposal; provided, however, that, during the period prior to the propertiesCompany Stockholder Approval, books the Company and its Representatives may, to the extent required by the fiduciary obligations of the Company Board, as determined in good faith by a majority of the members thereof after consultation with outside counsel, in response to a Superior Company Proposal (as defined in Section 5.02(e)) or records a Company Takeover Proposal from a person that the Company Board determines, in good faith following consultation with outside counsel, is reasonably capable of making a Superior Company Proposal that, in each case, was not solicited by the Company after December 21, 2005, and that did not otherwise result from a breach or a deemed breach of this Section 5.02(a), and subject to compliance with Section 5.02(c), (x) furnish information with respect to the Company to the person making such Superior Company Proposal or Company Takeover Proposal and its Representatives pursuant to a confidentiality agreement not less restrictive of the other party than the Confidentiality Agreement (as defined in Section 6.02) and (y) participate in discussions and/or negotiations with such person and its Representatives regarding any such Superior Company Proposal or 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 of its Subsidiaries to, or otherwise assist or facilitate, any corporation, partnership, person or other entity or group (other than Parent or Sub or any affiliate or associate of Parent or Sub) concerning any Acquisition Transaction (as defined in Section 6.11 herein) or potential Acquisition Transaction; PROVIDED, HOWEVER, that nothing contained in this Agreement Company Subsidiary shall prohibit the Board of Directors of the Company from furnishing information to or entering into discussions or negotiations with any person or entity that makes an unsolicited bona fide proposal to engage in an Acquisition Transaction that the Board of Directors of the Company determines in good faith represents a financially superior transaction for the stockholders of the Company when compared to the Offer and the Merger if, and only to the extent that, the Board of Directors determines in good faith, following the receipt of advice of outside legal counsel, that failure to take any such action is reasonably likely be deemed to be a breach of this Section 5.02(a) by the Board of Directors of its fiduciary duties to Company. Other than as permitted by the stockholders of the Company under applicable law; and PROVIDED FURTHER, HOWEVER, that nothing contained in this Agreement shall prohibit the Company or its Board of Directors from taking and disclosing to the Company's stockholders a position with respect to a tender offer by a third party pursuant to Rules 14d-9 and 14e-2(a) promulgated under the Exchange Act. The Company will promptly notify Parent and Sub if any such information is requested from it or any such negotiations or discussions are sought to be initiated with the Company and will promptly communicate to Parent and Sub the terms of any proposal or inquiry and the identity of the party making such proposal or inquiry which it may receive in respect of any such transaction, including, in the case of written proposals or inquiries, furnishing Parent and Sub with a copy of such written proposal or inquiry (and all amendments and supplements thereto). Subject proviso to the first sentence of this Section 6.025.02(a), the Company will shall, and will shall cause its SubsidiariesRepresentatives to, affiliates cease immediately all discussions and their respective officers, directors, employees, representatives and agents to immediately cease and cause to be terminated negotiations regarding any existing activities, discussionsproposal that constitutes, or negotiations with any parties other than Parentmay reasonably be expected to lead to, Sub or any of their respective affiliates or associates conducted heretofore with respect to any Acquisition Transaction. Except as is required in the exercise of the fiduciary duties of the Board of Directors of the a Company as determined in good faith, following the receipt of advice of outside legal counsel, the Company agrees not to release any third party from any confidentiality or standstill agreement to which the Company is a party without Parent's prior written consent and to take all steps deemed necessary or appropriate by Parent to enforce to the fullest extent possible all such agreementsTakeover Proposal.

No Solicitation. (a) The Company agrees that, prior to the Effective Time, it shall not, and shall not authorize or permit any Company Subsidiaries or any of its Subsidiaries and their respective officers, directors, employees, representatives (including its investment bankers or attorneys), agents or affiliates toRepresentatives, directly or indirectly, encourage, to solicit, initiate or participate in any way in encourage any discussions or negotiations withinquiries or the making of any proposal with respect to any merger, consolidation or provide any non-public information to, other business combination involving the Company or afford any access to the properties, books Company Subsidiaries or records acquisition of 10% or more of the assets or capital stock of the Company and the Company Subsidiaries taken as a whole (a "TAKEOVER PROPOSAL") or any of its Subsidiaries tonegotiate, explore or otherwise assist or facilitate, engage in substantive discussions with any corporation, partnership, person or other entity or group Person (other than Parent Buyers) with respect to any Takeover Proposal (it being understood that the passive receipt of communications from third parties shall not be deemed participation in discussions or Sub or any affiliate or associate of Parent or Sub) concerning any Acquisition Transaction (as defined in Section 6.11 hereinnegotiations) or potential Acquisition Transactionenter into any agreement, arrangement or understanding requiring it to abandon, terminate or fail to consummate the Merger; PROVIDED, HOWEVER, that nothing contained in this Agreement shall prohibit if the Board of Directors of the Company from furnishing information to or entering into discussions or negotiations with any person or entity that makes an unsolicited bona fide proposal to engage in an Acquisition Transaction that the Board of Directors of the Company determines in good faith represents a financially superior transaction for the stockholders of the Company when compared to the Offer and the Merger if, and only to the extent that, the Board of Directors determines Special Committee determine in good faith, following the receipt of advice of after consultation with independent outside legal counsel, that failure prior to take any such action obtaining the Requisite Company Vote, it is reasonably likely necessary to be do so in order to act in a breach by the Board of Directors of manner consistent with its fiduciary duties to the Company's stockholders of the Company under applicable law; and PROVIDED FURTHER, HOWEVER, that nothing contained in this Agreement shall prohibit the Company or may, prior to obtaining the Requisite Company Vote, in response to a Takeover Proposal, which proposal is supported by fully committed financing, was not solicited by it and which did not otherwise result from a breach of this Section 5.8, and subject to providing prior written notice of its Board decision to take such action to Buyers and compliance with the other requirements of Directors from taking and disclosing to the Company's stockholders a position this Section 5.8, (i) furnish information with respect to a tender offer by a third party pursuant to Rules 14d-9 and 14e-2(a) promulgated under the Exchange Act. The Company will promptly notify Parent and Sub if any such information is requested from it or any such negotiations or discussions are sought to be initiated with the Company and will promptly communicate the Company Subsidiaries to Parent and Sub the terms of any proposal or inquiry and the identity of the party Person making such proposal or inquiry which it may receive in respect of any such transaction, including, in the case of written proposals or inquiries, furnishing Parent and Sub with Takeover Proposal pursuant to a copy of such written proposal or inquiry customary confidentiality agreement (and all amendments and supplements thereto). Subject to the first sentence of this Section 6.02, the Company will and will cause its Subsidiaries, affiliates and their respective officers, directors, employees, representatives and agents to immediately cease and cause to be terminated any existing activities, discussions, or negotiations with any parties other than Parent, Sub or any of their respective affiliates or associates conducted heretofore with respect to any Acquisition Transaction. Except as is required in the exercise of the fiduciary duties of the Board of Directors of the Company as determined in good faith, following faith by the receipt of Company based on the advice of its independent outside legal counsel, the Company agrees not to release any third party from any confidentiality ) and (ii) participate in discussions or standstill agreement to which the Company is a party without Parent's prior written consent and to take all steps deemed necessary or appropriate by Parent to enforce to the fullest extent possible all negotiations regarding such agreementsTakeover Proposal.

No Solicitation. The (a) From and after the date of this Agreement until the Effective Time or termination of this Agreement pursuant to Article IX, the Company shall and its Subsidiaries will not, and shall not nor will they authorize or knowingly permit any of their Representatives to, and the Company and its Subsidiaries and will use their reasonable efforts to cause their respective officers, directors, employees, representatives (including its investment bankers or attorneys), agents or affiliates Representatives and Subsidiaries not to, directly or indirectly, encourage, (i) solicit, initiate initiate, knowingly encourage or knowingly induce the making, submission or announcement of any Acquisition Proposal, (ii) participate in any way in any discussions or negotiations withregarding, or provide furnish to any person any non-public information with respect to, or afford take any access other action for the purpose of facilitating any inquiries or the making of any proposal that constitutes or may reasonably be expected to the properties, books or records of the Company or any of its Subsidiaries lead to, or otherwise assist or facilitate, any corporation, partnership, person or other entity or group (other than Parent or Sub or any affiliate or associate of Parent or Sub) concerning any Acquisition Transaction Proposal, (as defined iii) engage in Section 6.11 herein) or potential Acquisition Transaction; PROVIDED, HOWEVER, that nothing contained in this Agreement shall prohibit the Board of Directors of the Company from furnishing information to or entering into discussions or negotiations with any person or entity that makes an unsolicited bona fide proposal to engage in an Acquisition Transaction that the Board of Directors of the Company determines in good faith represents a financially superior transaction for the stockholders of the Company when compared to the Offer and the Merger if, and only to the extent that, the Board of Directors determines in good faith, following the receipt of advice of outside legal counsel, that failure to take any such action is reasonably likely to be a breach by the Board of Directors of its fiduciary duties to the stockholders of the Company under applicable law; and PROVIDED FURTHER, HOWEVER, that nothing contained in this Agreement shall prohibit the Company or its Board of Directors from taking and disclosing to the Company's stockholders a position with respect to a tender offer by a third party pursuant to Rules 14d-9 and 14e-2(a) promulgated under the Exchange Act. The Company will promptly notify Parent and Sub if any such information is requested from it or any such negotiations or discussions are sought to be initiated with the Company and will promptly communicate to Parent and Sub the terms of any proposal or inquiry and the identity of the party making such proposal or inquiry which it may receive in respect of any such transaction, including, in the case of written proposals or inquiries, furnishing Parent and Sub with a copy of such written proposal or inquiry (and all amendments and supplements thereto). Subject to the first sentence of this Section 6.02, the Company will and will cause its Subsidiaries, affiliates and their respective officers, directors, employees, representatives and agents to immediately cease and cause to be terminated any existing activities, discussions, or negotiations with any parties other than Parent, Sub or any of their respective affiliates or associates conducted heretofore with respect to any Acquisition Proposal, (iv) approve, endorse or recommend any Acquisition Proposal or (v) enter into any letter of intent or similar document or any Contract or commitment contemplating or otherwise relating to any Acquisition Transaction. Except as Notwithstanding anything to the contrary contained in this Section 6.2 or in any other provision of this Agreement, the Company may furnish information to, or participate in discussions or negotiations with, any third party that has made an unsolicited Acquisition Proposal (a “Potential Acquiror”) that the board concludes is required reasonably likely to result in a Superior Offer, if the exercise board determines in good faith (A) after consultation with its financial advisor that the Potential Acquiror submitting such Acquisition Proposal has the financial wherewithal to be reasonably capable of consummating such an Acquisition Proposal and (B) after consultation with its legal counsel, that the failure to participate in such discussions or negotiations or to furnish such information or approve such Acquisition Proposal would be inconsistent with its fiduciary duties of the Board of Directors of under applicable law. The Company agrees that any non-public information furnished to a Potential Acquiror will be pursuant to a confidentiality, standstill and no solicitation agreement containing provisions at least as favorable to the Company as determined in good faiththe confidentiality, following standstill and no solicitation provisions of the receipt of advice of outside legal counsel, Confidentiality Agreement. In the event that the Company agrees shall determine to provide any information as described above, or shall receive any Acquisition Proposal (or any material amendment to an Acquisition Proposal previously received), it shall as promptly as practicable, and in any event within one day or, if a written Acquisition Proposal is received on a day that is not a business day, within one day of Company having knowledge of such written Acquisition Proposal, notify Buyer in writing and orally as to release that fact and shall furnish to Buyer the identity of the recipient of such information to be provided and/or the Potential Acquiror and the terms of such Acquisition Proposal (or material amendment). For purposes of the preceding sentence of this Section 6.2(a), “knowledge” shall mean the actual knowledge of the Chief Executive Officer or Chief Financial Officer of the Company. The Company will notify Buyer as promptly as practicable in all material respects of the status and details (including material amendments or proposed material amendments) of any third party from any confidentiality or standstill agreement to which the Company is a party without Parent's prior written consent and to take all steps deemed necessary or appropriate by Parent to enforce to the fullest extent possible all such agreementsAcquisition Proposal.

No Solicitation. The From and after the date hereof until the Expiration Date, each Stockholder shall not (a) solicit, initiate or knowingly encourage, induce or facilitate the communication, making, submission or announcement of any Acquisition Proposal or Acquisition Inquiry regarding the Company shall notor take any action that could reasonably be expected to lead to an Acquisition Proposal or Acquisition Inquiry regarding the Company, and (b) furnish any non-public information regarding the Company to any Person in connection with or in response to an Acquisition Proposal or Acquisition Inquiry regarding the Company, (c) engage in discussions or negotiations with any Person with respect to any Acquisition Proposal or Acquisition Inquiry regarding the Company (other than to inform any Person of the existence of the provisions in this Section 7), (d) approve, endorse or recommend any Acquisition Proposal (subject to Section 6.2 of the Merger Agreement), (e) execute or enter into any letter of intent or any Contract contemplating or otherwise relating to any Acquisition Transaction regarding the Company (subject to Section 5.4 of the Merger Agreement), (f) take any action that could reasonably be expected to lead to an Acquisition Proposal or Acquisition Inquiry, (g) initiate a stockholders’ vote or action by consent of the Company’s stockholders with respect to an Acquisition Proposal regarding the Company, (h) 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 the Company that takes any action in support of an Acquisition Proposal regarding the Company, or (i) propose or agree to do any of the foregoing. In the event that such Stockholder is a corporation, partnership, trust or other Entity, it shall not permit any of its Subsidiaries and their respective officers, directors, employees, representatives (including its investment bankers or attorneys), agents or affiliates Affiliates to, directly nor shall it authorize any officer, director or indirectlyrepresentative of such Stockholder, encourage, solicit, initiate or participate in any way in any discussions or negotiations with, or provide any non-public information to, or afford any access to the properties, books or records of the Company or any of its Subsidiaries or Affiliates to, or otherwise assist or facilitate, undertake any corporation, partnership, person or other entity or group (other than Parent or Sub or any affiliate or associate of Parent or Sub) concerning any Acquisition Transaction (as defined in Section 6.11 herein) or potential Acquisition Transaction; PROVIDED, HOWEVER, that nothing contained in this Agreement shall prohibit the Board of Directors of the Company from furnishing information to or entering into discussions or negotiations with any person or entity that makes an unsolicited bona fide proposal to engage in an Acquisition Transaction that the Board of Directors of the Company determines in good faith represents a financially superior transaction for the stockholders of the Company when compared to the Offer and the Merger if, and only to the extent that, the Board of Directors determines in good faith, following the receipt of advice of outside legal counsel, that failure to take any such action is reasonably likely to be a breach actions contemplated by the Board of Directors of its fiduciary duties to the stockholders of the Company under applicable law; and PROVIDED FURTHER, HOWEVER, that nothing contained in this Agreement shall prohibit the Company or its Board of Directors from taking and disclosing to the Company's stockholders a position with respect to a tender offer by a third party pursuant to Rules 14d-9 and 14e-2(a) promulgated under the Exchange Act. The Company will promptly notify Parent and Sub if any such information is requested from it or any such negotiations or discussions are sought to be initiated with the Company and will promptly communicate to Parent and Sub the terms of any proposal or inquiry and the identity of the party making such proposal or inquiry which it may receive in respect of any such transaction, including, in the case of written proposals or inquiries, furnishing Parent and Sub with a copy of such written proposal or inquiry (and all amendments and supplements thereto). Subject to the first sentence of this Section 6.02, the Company will and will cause its Subsidiaries, affiliates and their respective officers, directors, employees, representatives and agents to immediately cease and cause to be terminated any existing activities, discussions, or negotiations with any parties other than Parent, Sub or any of their respective affiliates or associates conducted heretofore with respect to any Acquisition Transaction. Except as is required in the exercise of the fiduciary duties of the Board of Directors of the Company as determined in good faith, following the receipt of advice of outside legal counsel, the Company agrees not to release any third party from any confidentiality or standstill agreement to which the Company is a party without Parent's prior written consent and to take all steps deemed necessary or appropriate by Parent to enforce to the fullest extent possible all such agreements7.

No Solicitation. The Company (a) Seller shall not, not and shall not permit any of its cause the Seller Subsidiaries and their the respective officers, directors, employees, representatives investment bankers, financial advisors, attorneys, accountants, consultants, affiliates and other agents of Seller and the Seller Subsidiaries (including its investment bankers or attorneys)collectively, agents or affiliates the “Seller Representatives”) not to, directly or indirectly, encourage(i) initiate, solicit, initiate 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, an Acquisition Proposal; (ii) participate in any way in any discussions or negotiations withregarding any Acquisition Proposal or furnish, or provide otherwise afford access, to any non-public person (other than Buyer) any information to, or afford any access data with respect to the properties, books or records of the Company Seller or any of its the Seller Subsidiaries toor otherwise relating to an Acquisition Proposal; (iii) release any person from, waive any provisions of, or otherwise assist fail to enforce any confidentiality agreement or facilitatestandstill agreement to which Seller is a party; (iv) enter into any agreement, agreement in principle or letter of intent with respect to any corporationAcquisition Proposal or approve or resolve to approve any Acquisition Proposal or any agreement, partnership, person agreement in principle or other entity letter of intent relating to an Acquisition Proposal; or group (v) take any action (A) other than Parent as contemplated by this Agreement in connection with the Merger, to render the Rights issued pursuant to the terms of the Seller Rights Agreement inapplicable to an Acquisition Proposal or Sub the transactions contemplated thereby, to exempt or exclude any affiliate or associate person from the definition of Parent or Sub) concerning any Acquisition Transaction an Acquiring Person (as defined in Section 6.11 hereinthe Seller Rights Agreement) under the terms of the Seller Rights Agreement or to redeem the Rights or allow the Rights to expire prior to their expiration date, or (B) to render the provisions of any Takeover Laws inapplicable to any person (other than Buyer or the Buyer Subsidiaries) or potential group in connection with any Acquisition Transaction; PROVIDED, HOWEVER, that nothing contained in this Agreement shall prohibit the Board of Directors Proposal. Any violation of the Company from furnishing information to or entering into discussions or negotiations with foregoing restrictions by any person or entity that makes an unsolicited bona fide proposal to engage in an Acquisition Transaction that the Board of Directors of the Company determines in good faith represents a financially superior transaction for the stockholders Seller Representatives, whether or not such Seller 70 Representative is so authorized and whether or not such Seller Representative is purporting to act on behalf of the Company when compared to the Offer and the Merger ifSeller or otherwise, and only to the extent that, the Board of Directors determines in good faith, following the receipt of advice of outside legal counsel, that failure to take any such action is reasonably likely shall be deemed to be a breach of this Agreement by Seller. Seller and the Board of Directors of its fiduciary duties to the stockholders Seller Subsidiaries shall, and shall cause each of the Company under applicable law; and PROVIDED FURTHERSeller Representatives to, HOWEVER, that nothing contained in this Agreement shall prohibit the Company or its Board of Directors from taking and disclosing to the Company's stockholders a position with respect to a tender offer by a third party pursuant to Rules 14d-9 and 14e-2(a) promulgated under the Exchange Act. The Company will promptly notify Parent and Sub if any such information is requested from it or any such negotiations or discussions are sought to be initiated with the Company and will promptly communicate to Parent and Sub the terms of any proposal or inquiry and the identity of the party making such proposal or inquiry which it may receive in respect of any such transaction, including, in the case of written proposals or inquiries, furnishing Parent and Sub with a copy of such written proposal or inquiry (and all amendments and supplements thereto). Subject to the first sentence of this Section 6.02, the Company will and will cause its Subsidiaries, affiliates and their respective officers, directors, employees, representatives and agents to immediately cease and cause to be terminated any and all existing activities, discussions, or negotiations negotiations, and communications with any parties other than Parent, Sub or any of their respective affiliates or associates conducted heretofore persons with respect to any existing or potential Acquisition Transaction. Except as is required in the exercise of the fiduciary duties of the Board of Directors of the Company as determined in good faith, following the receipt of advice of outside legal counsel, the Company agrees not to release any third party from any confidentiality or standstill agreement to which the Company is a party without Parent's prior written consent and to take all steps deemed necessary or appropriate by Parent to enforce to the fullest extent possible all such agreementsProposal.

No Solicitation. The (a) From the date of this Agreement until the earlier of the Effective Time or termination of this Agreement pursuant to Section 8, the Company shall notnot directly or indirectly, and shall not authorize or permit any of its Subsidiaries and their respective officers, directors, employees, representatives (including its investment bankers or attorneys), agents or affiliates to, directly or indirectly, encourage, solicit, initiate or participate in any way in any discussions or negotiations with, or provide any non-public information to, or afford any access to the properties, books or records Subsidiary of the Company or any Representative of its Subsidiaries any of the Acquired Companies directly or indirectly to, (i) solicit, initiate, encourage or induce the making, submission or announcement of any Acquisition Proposal or take any action that would, individually or in the aggregate, reasonably be expected to lead to an Acquisition Proposal, (ii) furnish any information regarding any of the Acquired Companies to any Person in connection with or in response to an Acquisition Proposal or an inquiry or indication of interest that could lead to an Acquisition Proposal, (iii) engage in discussions with any Person with respect to any Acquisition Proposal, (iv) approve, endorse or recommend any Acquisition Proposal or (v) enter into any letter of intent or similar document or any Contract contemplating or otherwise relating to any Acquisition Transaction; provided, however, that nothing herein shall prohibit the Company's Board of Directors from complying with Rules 14d-9 or 14e-2 under the Exchange Act; and provided, further, that prior to the Required Company Stockholder Approval, this Section 4.3(a) shall not prohibit the Company from furnishing nonpublic information regarding the Acquired Companies to, or otherwise assist or facilitateentering into discussions with, any corporation, partnership, person or other entity or group Person in response to an Acquisition Proposal that is submitted to the Company by such Person (other than Parent or Sub or and not withdrawn) if (1) neither the Company nor any affiliate or associate Representative of Parent or Sub) concerning any Acquisition Transaction (as defined of the Acquired Companies shall have violated in Section 6.11 herein) or potential Acquisition Transaction; PROVIDED, HOWEVER, that nothing contained any material respect any of the restrictions set forth in this Agreement shall prohibit Section 4.3, (2) the Board of Directors of the Company from furnishing information concludes in good faith (based upon a written opinion of an independent financial advisor of nationally recognized reputation) that such Acquisition Proposal constitutes, or would reasonably be expected to or entering into discussions or negotiations with any person or entity that makes an unsolicited bona fide proposal to engage in an Acquisition Transaction that lead to, a Superior Offer, (3) the Board of Directors of the Company determines concludes in good faith represents a financially superior transaction for after having taken into account the stockholders of the Company when compared to the Offer and the Merger if, and only to the extent that, the Board of Directors determines in good faith, following the receipt of advice of its outside legal counsel, that failure to take any such action is reasonably likely to be a breach by the Board of Directors of its fiduciary duties to the stockholders of the Company under applicable law; and PROVIDED FURTHER, HOWEVER, that nothing contained in this Agreement shall prohibit the Company or its Board of Directors from taking and disclosing to the Company's stockholders a position with respect to a tender offer by a third party pursuant to Rules 14d-9 and 14e-2(a) promulgated under the Exchange Act. The Company will promptly notify Parent and Sub if any such information is requested from it or any such negotiations or discussions are sought to be initiated with the Company and will promptly communicate to Parent and Sub the terms of any proposal or inquiry and the identity of the party making such proposal or inquiry which it may receive in respect of any such transaction, including, in the case of written proposals or inquiries, furnishing Parent and Sub with a copy of such written proposal or inquiry (and all amendments and supplements thereto). Subject to the first sentence of this Section 6.02, the Company will and will cause its Subsidiaries, affiliates and their respective officers, directors, employees, representatives and agents to immediately cease and cause to be terminated any existing activities, discussions, or negotiations with any parties other than Parent, Sub or any of their respective affiliates or associates conducted heretofore with respect to any Acquisition Transaction. Except as is required in the exercise of the fiduciary duties of order for the Board of Directors of the Company as determined in good faithto comply with its fiduciary obligations to the Company's stockholders under applicable law, following the receipt of advice of outside legal counsel(4) at least 24 hours prior to furnishing any such nonpublic information to, or entering into discussions with, such Person, the Company agrees not gives Parent written notice of the identity of such Person and of the Company's intention to release any third party from any confidentiality or standstill agreement to which the Company is a party without Parent's prior written consent and to take all steps deemed necessary or appropriate by Parent to enforce to the fullest extent possible all such agreements.furnish

No Solicitation. The From and after the date hereof until the Expiration Date, each Stockholder shall not directly or indirectly: (a) solicit, initiate or knowingly encourage, induce or facilitate the communication, making, submission or announcement of any Acquisition Proposal or Acquisition Inquiry regarding the Company shall notor take any action that could reasonably be expected to lead to an Acquisition Proposal or Acquisition Inquiry regarding the Company, and (b) furnish any non-public information regarding the Company to any Person in connection with or in response to an Acquisition Proposal or Acquisition Inquiry regarding the Company, (c) engage in discussions or negotiations with any Person with respect to any Acquisition Proposal or Acquisition Inquiry regarding the Company, (d) approve, endorse or recommend any Acquisition Proposal (subject to Section 6.3 of the Merger Agreement) (e) execute or enter into any letter of intent or any Contract contemplating or otherwise relating to any Acquisition Transaction regarding the Company (subject to Section 5.4 of the Merger Agreement), (f) take any action that could reasonably be expected to lead to an Acquisition Proposal or Acquisition Inquiry regarding the Company, (g) initiate a Stockholders’ vote or action by consent of the Company’s Stockholders with respect to an Acquisition Proposal regarding the Company, (h) 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 the Company that takes any action in support of an Acquisition Proposal regarding the Company or (i) propose or agree to do any of the foregoing. In the event that such Stockholder is a corporation, partnership, trust or other Entity, it shall not permit any of its Subsidiaries and their respective officers, directors, employees, representatives (including its investment bankers or attorneys), agents or affiliates Affiliates to, directly nor shall it authorize any officer, director or indirectlyrepresentative of such Stockholder, encourage, solicit, initiate or participate in any way in any discussions or negotiations with, or provide any non-public information to, or afford any access to the properties, books or records of the Company or any of its Subsidiaries or Affiliates to, or otherwise assist or facilitate, undertake any corporation, partnership, person or other entity or group (other than Parent or Sub or any affiliate or associate of Parent or Sub) concerning any Acquisition Transaction (as defined in Section 6.11 herein) or potential Acquisition Transaction; PROVIDED, HOWEVER, that nothing contained in this Agreement shall prohibit the Board of Directors of the Company from furnishing information to or entering into discussions or negotiations with any person or entity that makes an unsolicited bona fide proposal to engage in an Acquisition Transaction that the Board of Directors of the Company determines in good faith represents a financially superior transaction for the stockholders of the Company when compared to the Offer and the Merger if, and only to the extent that, the Board of Directors determines in good faith, following the receipt of advice of outside legal counsel, that failure to take any such action is reasonably likely to be a breach actions contemplated by the Board of Directors of its fiduciary duties to the stockholders of the Company under applicable law; and PROVIDED FURTHER, HOWEVER, that nothing contained in this Agreement shall prohibit the Company or its Board of Directors from taking and disclosing to the Company's stockholders a position with respect to a tender offer by a third party pursuant to Rules 14d-9 and 14e-2(a) promulgated under the Exchange Act. The Company will promptly notify Parent and Sub if any such information is requested from it or any such negotiations or discussions are sought to be initiated with the Company and will promptly communicate to Parent and Sub the terms of any proposal or inquiry and the identity of the party making such proposal or inquiry which it may receive in respect of any such transaction, including, in the case of written proposals or inquiries, furnishing Parent and Sub with a copy of such written proposal or inquiry (and all amendments and supplements thereto). Subject to the first sentence of this Section 6.02, the Company will and will cause its Subsidiaries, affiliates and their respective officers, directors, employees, representatives and agents to immediately cease and cause to be terminated any existing activities, discussions, or negotiations with any parties other than Parent, Sub or any of their respective affiliates or associates conducted heretofore with respect to any Acquisition Transaction. Except as is required in the exercise of the fiduciary duties of the Board of Directors of the Company as determined in good faith, following the receipt of advice of outside legal counsel, the Company agrees not to release any third party from any confidentiality or standstill agreement to which the Company is a party without Parent's prior written consent and to take all steps deemed necessary or appropriate by Parent to enforce to the fullest extent possible all such agreements7.

No Solicitation. The From the date hereof until the Effective Time or, if earlier, the termination of this Agreement pursuant to Article IX, the Company shall notnot (whether directly or indirectly through advisors, agents or other intermediaries), and the Company shall not permit any of cause its Subsidiaries and their respective officers, directors, employeesadvisors, representatives (including its investment bankers or attorneys), other agents or affiliates of the Company not to, directly or indirectly, encourage, (a) solicit, initiate or participate knowingly encourage any Acquisition Proposal (as defined herein) or (b) engage in any way in any discussions or negotiations with, or provide disclose any non-public information to, relating to the Company or its Subsidiaries or afford any access to the properties, books or records of the Company or any of its Subsidiaries to, any Person that has made an Acquisition Proposal or otherwise assist or facilitatehas advised the Company that it is interested in making an Acquisition Proposal; provided that, any corporationif and only if (i) the Company's Board of Directors believes in good faith, partnershipbased on such matters as it deems relevant, person or other entity or group (other than Parent or Sub or any affiliate or associate including the advice of Parent or Sub) concerning any the Company's financial advisor, that such Acquisition Transaction Proposal is a Financially Superior Proposal (as defined in Section 6.11 herein) or potential Acquisition Transaction; PROVIDED, HOWEVER, that nothing contained in this Agreement shall prohibit and (ii) the Board of Directors of the Company from furnishing information to or entering into discussions or negotiations with any person or entity that makes an unsolicited bona fide proposal to engage in an Acquisition Transaction that the Board of Directors of the Company determines in good faith represents a financially superior transaction for the stockholders of the Company when compared to the Offer and the Merger if, and only to the extent that, the Company's Board of Directors determines in good faith, following based on such matters as it deems relevant, including consultation with the receipt of advice of Company's outside legal counsel, that the failure to take any engage in such action negotiations or discussions or provide such information is reasonably likely to be a breach by of the fiduciary duties of the Board of Directors of its fiduciary duties to the stockholders of the Company under applicable law; Law, then the Company may engage in any act otherwise proscribed by clause (b) above. The Company shall as promptly as practicable provide Acquiror with a copy of any written Acquisition Proposal received and PROVIDED FURTHERa written statement with respect to any nonwritten Acquisition Proposal received, HOWEVERwhich statement shall include the identity of the Person making the Acquisition Proposal and the material terms thereof. The Company shall inform Acquiror as promptly as practicable of any change in the price, structure, form of consideration or material terms and conditions regarding the Acquisition Proposal. For purposes of this Agreement, "Acquisition Proposal" means any offer or proposal for a merger, consolidation, recapitalization, liquidation or other business combination involving the Company or any of its Material Subsidiaries (as defined herein) or the acquisition or purchase of 20% or more of any class of equity securities of the Company or any of its Material Subsidiaries, or any tender offer or exchange offer, that, if consummated, would result in any Person (other than Acquiror and its affiliates) beneficially owning 20% or more of any class of equity securities of the Company or any of its Material Subsidiaries, or the acquisition, license or purchase of a substantial portion of the technology, business or assets of the Company and its Subsidiaries, other than the transactions contemplated by this Agreement and other than in the ordinary course of business. As used herein, a "Financially Superior Proposal" shall mean an Acquisition Proposal which in the reasonable judgment of the Company's Board of Directors, based on such matters as it deems relevant, including the advice of the Company's financial advisor, (i) will result in a transaction providing aggregate value greater than that nothing contained provided pursuant to this Agreement and (ii) is reasonably capable of being financed by the Person making such Acquisition Proposal. As used herein, "Material Subsidiary" means any Subsidiary of the Company whose consolidated revenues, net income or assets constitute 20% or more of the revenues, net income or assets of the Company and its Subsidiaries, taken as a whole. Nothing in this Agreement Agreement, including Section 6(g), shall prohibit the Company or its the Company's Board of Directors from taking and disclosing to the Company's stockholders a position with respect to a tender or exchange offer by a third party pursuant to Rules 14d-9 and 14e-2(a) promulgated under the Exchange Act. The Company will promptly notify Parent and Sub if Act or from making any such information is requested from it or any such negotiations or discussions are sought to be initiated with the Company and will promptly communicate to Parent and Sub the terms of any proposal or inquiry and the identity of the party making such proposal or inquiry which it may receive in respect of any such transaction, including, in the case of written proposals or inquiries, furnishing Parent and Sub with a copy of such written proposal or inquiry (and all amendments and supplements thereto). Subject to the first sentence of this Section 6.02, the Company will and will cause its Subsidiaries, affiliates and their respective officers, directors, employees, representatives and agents to immediately cease and cause to be terminated any existing activities, discussions, or negotiations with any parties other than Parent, Sub or any of their respective affiliates or associates conducted heretofore with respect to any Acquisition Transaction. Except as is disclosure required in the exercise of the fiduciary duties of the Board of Directors of the Company as determined in good faith, following the receipt of advice of outside legal counsel, the Company agrees not to release any third party from any confidentiality or standstill agreement to which the Company is a party without Parent's prior written consent and to take all steps deemed necessary or appropriate by Parent to enforce to the fullest extent possible all such agreementsan applicable Law.

No Solicitation. (a) The Company MLP Parties shall not, and the MLP Parties shall cause their respective subsidiaries not permit to, and the MLP Parties shall direct and use their reasonable best efforts to cause the MLP Parties’ respective directors, officers or employees or any investment bank, financial advisor, attorney, accountant or other advisor, agent or representative retained by them or any of their subsidiaries, including for clarification and without limitation the MLP Conflicts Committee and its Subsidiaries members, financial advisors, attorneys and their respective officersother advisors (collectively, directors, employees, representatives (including its investment bankers or attorneys), agents or affiliates “Representatives”) not to, directly or indirectly, encourage, take any action to solicit, initiate or participate in any way in any discussions or negotiations withinitiate, or provide knowingly encourage or knowingly facilitate the making of any non-public information to, or afford any access to the properties, books or records of the Company MLP Takeover Proposal or any of its Subsidiaries to, inquiry with respect thereto or otherwise assist or facilitate, any corporation, partnership, person or other entity or group (other than Parent or Sub or any affiliate or associate of Parent or Sub) concerning any Acquisition Transaction (as defined engage in Section 6.11 herein) or potential Acquisition Transaction; PROVIDED, HOWEVER, that nothing contained in this Agreement shall prohibit the Board of Directors of the Company from furnishing information to or entering into discussions or negotiations with any person or entity that makes an unsolicited bona fide proposal with respect thereto (except to engage in an Acquisition Transaction that the Board of Directors notify such person of the Company determines in good faith represents a financially superior transaction for the stockholders existence of the Company when compared to the Offer and the Merger if, and only to the extent that, the Board of Directors determines in good faith, following the receipt of advice of outside legal counsel, that failure to take any such action is reasonably likely to be a breach by the Board of Directors of its fiduciary duties to the stockholders of the Company under applicable law; and PROVIDED FURTHER, HOWEVER, that nothing contained in this Agreement shall prohibit the Company or its Board of Directors from taking and disclosing to the Company's stockholders a position with respect to a tender offer by a third party pursuant to Rules 14d-9 and 14e-2(a) promulgated under the Exchange Act. The Company will promptly notify Parent and Sub if any such information is requested from it or any such negotiations or discussions are sought to be initiated with the Company and will promptly communicate to Parent and Sub the terms of any proposal or inquiry and the identity of the party making such proposal or inquiry which it may receive in respect of any such transaction, including, in the case of written proposals or inquiries, furnishing Parent and Sub with a copy of such written proposal or inquiry (and all amendments and supplements thereto). Subject to the first sentence provisions of this Section 6.025.6), or disclose any non-public information or afford access to properties, books or records to, any person that has made, or to the Company will MLP Parties’ knowledge is considering making, any MLP Takeover Proposal or any inquiry with respect thereto, or approve or recommend, or propose to approve or recommend, or execute or enter into any letter of intent, agreement in principle, merger agreement, option agreement, acquisition agreement or other similar agreement relating to an MLP Takeover Proposal, or propose publicly or agree to do any of the foregoing relating to an MLP Takeover Proposal or any inquiry with respect thereto. The MLP Parties shall, and will shall cause its Subsidiaries, affiliates and their respective officerssubsidiaries to, directorsimmediately cease and cause to be terminated, employees, representatives and agents shall use their reasonable best efforts to cause their Representatives to immediately cease and cause to be terminated any terminated, all existing activities, discussions, discussions or negotiations with any parties other than Parent, Sub or any of their respective affiliates or associates person conducted heretofore with respect to any Acquisition TransactionMLP Takeover Proposal. Except as is required in The MLP Parties shall enforce, and not terminate or grant any waiver with respect to, existing confidentiality, standstill or similar agreements. Notwithstanding the exercise foregoing, at any time prior to (but not after) the date of the fiduciary duties MLP Unitholder Approval, in response to a bona fide written MLP Takeover Proposal, which MLP Takeover Proposal was not solicited, initiated, knowingly encouraged or knowingly facilitated by the MLP Parties or their respective Representatives, was made after the date hereof and did not otherwise result from a breach of this Section 5.6(a), the Board of Directors of MLP Parties may, if and only if (i) the Company as determined MLP Conflicts Committee determines in good faithfaith (A) after consultation with its financial advisor, following that the receipt of advice of MLP Takeover Proposal constitutes or is reasonably likely to result in a Superior Proposal and (B) after consultation with outside legal counsel, that the Company agrees not failure to release any third party from any confidentiality or standstill agreement do so would be reasonably likely to which the Company is constitute a party without Parent's prior written consent and to take all steps deemed necessary or appropriate by Parent to enforce violation of its fiduciary duties owed to the fullest extent possible holders of MLP Units under applicable Law and (ii) the MLP Parties comply with all of their obligations under this Section 5.6, (x) furnish information with respect to the MLP Group Entities to the person making such MLP Takeover Proposal (and its Representatives) pursuant to an executed confidentiality agreement not less restrictive of such person than the MLP Confidentiality Agreement, provided that all such agreementsinformation has previously been provided to Buyer or is provided to Buyer within two days of the time it is provided to such person, and (y) participate in discussions or negotiations with the person making such MLP Takeover Proposal (and its Representatives) regarding such MLP Takeover Proposal.

No Solicitation. The Company During the Pre-Closing Period, except in connection with the Transactions, Seller shall not, and shall not permit any of cause the other Seller Parties and its Subsidiaries and their respective officers, directors, employees, representatives (including its investment bankers or attorneys), agents or affiliates Affiliates and Representatives not to, directly or indirectly, (a) solicit or initiate or induce or encourage, solicitor take any other action to facilitate, initiate any Alternative Transaction or any inquiry or proposal that would reasonably be expected to lead to an Alternative Transaction, (b) enter into, continue or otherwise participate in any way in any discussions or negotiations withregarding, or provide furnish to any non-public person any information to, or afford any access to the properties, books or records of the Company or any of its Subsidiaries toin furtherance of, or otherwise assist or facilitatecooperate in any way in furtherance of, any corporation, partnership, person or other entity or group (other than Parent or Sub Alternative Transaction or any affiliate inquiry or associate proposal that would reasonably be expected to lead to an Alternative Transaction, or (c) approve, endorse, recommend, execute or enter into any Contract, letter of Parent intent, memorandum of understanding, agreement in principle, joint venture agreement, partnership agreement or Sub) concerning merger, acquisition or similar agreement constituting, contemplating or otherwise relating to any Acquisition Alternative Transaction (as defined or any inquiry or proposal that could reasonably be expected to lead to an Alternative Transaction. For the avoidance of doubt, it is understood and agreed that the foregoing shall not prohibit any of the Seller Parties or their respective Affiliates or Representatives from responding to inquiries by any Person about a possible Alternative Transaction in Section 6.11 herein) or potential Acquisition Transaction; PROVIDED, HOWEVER, that nothing order to inform such Person of the existence of the obligations contained in this Agreement Section 7.15; provided, that Seller shall prohibit the Board of Directors promptly notify Buyer of the Company from furnishing information to or entering into discussions or negotiations with receipt by any person or entity that makes an unsolicited bona fide proposal to engage in an Acquisition Transaction that the Board of Directors of the Company determines Seller Parties or, to Seller’s Knowledge, their respective Affiliates or Representatives, of any inquiry or proposal relating to an Alternative Transaction in good faith represents a financially superior transaction for the stockholders respect of the Company when compared to Purchased Assets or the Offer and Brand, which notice shall identify the Merger ifPurchased Assets that are the subject of such inquiry or proposal, and only and, to the extent thatnot prohibited by a confidentiality agreement in place on or before the date hereof, the Board of Directors determines in good faith, following the receipt of advice of outside legal counsel, that failure to take any such action is reasonably likely to be a breach by the Board of Directors of its fiduciary duties to the stockholders Seller shall (x) promptly notify Buyer of the Company under applicable law; and PROVIDED FURTHER, HOWEVER, that nothing contained in this Agreement shall prohibit the Company or its Board of Directors from taking and disclosing to the Company's stockholders a position with respect to a tender offer by a third party pursuant to Rules 14d-9 and 14e-2(a) promulgated under the Exchange Act. The Company will promptly notify Parent and Sub if any such information is requested from it or any such negotiations or discussions are sought to be initiated with the Company and will promptly communicate to Parent and Sub the material terms of any proposal or inquiry thereof and the identity of the party making such proposal person or inquiry which it may receive in respect of any such transactiongroup involved, including, in the case of written proposals or inquiries, furnishing Parent and Sub (y) promptly furnish Buyer with a copy of such any written inquiry, proposal or inquiry other information relating to such Alternative Transaction, and (and all amendments and supplements thereto). Subject z) keep Buyer informed on a current basis of any modifications to the first sentence of this Section 6.02such inquiry, the Company will and will cause its Subsidiaries, affiliates and their respective officers, directors, employees, representatives and agents to immediately cease and cause to be terminated any existing activities, discussions, proposal or negotiations with any parties other than Parent, Sub or any of their respective affiliates or associates conducted heretofore with respect to any Acquisition Transaction. Except as is required in the exercise of the fiduciary duties of the Board of Directors of the Company as determined in good faith, following the receipt of advice of outside legal counsel, the Company agrees not to release any third party from any confidentiality or standstill agreement to which the Company is a party without Parent's prior written consent and to take all steps deemed necessary or appropriate by Parent to enforce to the fullest extent possible all such agreementsinformation.

No Solicitation. (a) The Company QEPM Parties shall not, and the QEPM Parties shall cause the QEPM Subsidiaries not permit to, and the QEPM Parties shall direct and use their commercially reasonable best efforts to cause the QEPM Parties’ respective directors, officers or employees or any investment bank, financial advisor, attorney, accountant or other advisor, agent or representative retained by them or any of the QEPM Subsidiaries, including for clarification and without limitation the QEPM Conflicts Committee and its Subsidiaries members, financial advisors, attorneys and their respective officersother advisors (collectively, directors, employees, representatives (including its investment bankers or attorneys), agents or affiliates “Representatives”) not to, directly or indirectly, encourage, take any action to solicit, initiate initiate, or participate knowingly encourage or knowingly facilitate the making of any QEPM Takeover Proposal or any inquiry with respect thereto or engage in any way in any discussions or negotiations withwith any Person with respect thereto (except to notify such Person of the existence of the provisions of this Section 5.5), or provide disclose any non-public information to, or afford any access to the properties, books or records to, any Person that has made, or to the QEPM Parties’ Knowledge is considering making, any QEPM Takeover Proposal or any inquiry with respect thereto, or approve or recommend, or propose to approve or recommend, or execute or enter into any letter of intent, agreement in principle, merger agreement, option agreement, acquisition agreement or other similar agreement relating to a QEPM Takeover Proposal, or propose publicly or agree to do any of the Company foregoing relating to a QEPM Takeover Proposal or any of its inquiry with respect thereto. The QEPM Parties shall, and shall cause the QEPM Subsidiaries to, or otherwise assist or facilitate, any corporation, partnership, person or other entity or group (other than Parent or Sub or any affiliate or associate of Parent or Sub) concerning any Acquisition Transaction (as defined in Section 6.11 herein) or potential Acquisition Transaction; PROVIDED, HOWEVER, that nothing contained in this Agreement shall prohibit the Board of Directors of the Company from furnishing information immediately cease and cause to or entering into discussions or negotiations with any person or entity that makes an unsolicited bona fide proposal to engage in an Acquisition Transaction that the Board of Directors of the Company determines in good faith represents a financially superior transaction for the stockholders of the Company when compared to the Offer and the Merger ifbe terminated, and only shall use their commercially reasonable best efforts to the extent that, the Board of Directors determines in good faith, following the receipt of advice of outside legal counsel, that failure to take any such action is reasonably likely to be a breach by the Board of Directors of its fiduciary duties to the stockholders of the Company under applicable law; and PROVIDED FURTHER, HOWEVER, that nothing contained in this Agreement shall prohibit the Company or its Board of Directors from taking and disclosing to the Company's stockholders a position with respect to a tender offer by a third party pursuant to Rules 14d-9 and 14e-2(a) promulgated under the Exchange Act. The Company will promptly notify Parent and Sub if any such information is requested from it or any such negotiations or discussions are sought to be initiated with the Company and will promptly communicate to Parent and Sub the terms of any proposal or inquiry and the identity of the party making such proposal or inquiry which it may receive in respect of any such transaction, including, in the case of written proposals or inquiries, furnishing Parent and Sub with a copy of such written proposal or inquiry (and all amendments and supplements thereto). Subject to the first sentence of this Section 6.02, the Company will and will cause its Subsidiaries, affiliates and their respective officers, directors, employees, representatives and agents Representatives to immediately cease and cause to be terminated any terminated, all existing activities, discussions, discussions or negotiations with any parties other than Parent, Sub or any of their respective affiliates or associates Person conducted heretofore with respect to any Acquisition TransactionQEPM Takeover Proposal. Except as is required in The QEPM Parties shall enforce, and not terminate or grant any waiver with respect to, existing confidentiality, standstill or similar agreements. Notwithstanding the exercise foregoing, at any time prior to (but not after) the date of the fiduciary duties QEPM Unitholder Approval, in response to a bona fide written QEPM Takeover Proposal, which QEPM Takeover Proposal was not solicited, initiated, knowingly encouraged or knowingly facilitated by the QEPM Parties or their respective Representatives, was made after the date hereof and did not otherwise result from a breach of this Section 5.5(a), the Board of Directors of QEPM Parties may, if and only if (i) the Company as determined QEPM Conflicts Committee determines (A) after consultation with its financial advisor and legal counsel, that the QEPM Takeover Proposal constitutes or is likely to result in good faith, following the receipt of advice of a Superior Proposal and (B) after consultation with outside legal counsel, that the Company agrees failure to do so would not to release any third party from any confidentiality or standstill agreement to which be in the Company is a party without Parent's prior written consent best interests of the Holders of Non-affiliated QEPM Common Units and to take (ii) the QEPM Parties comply with all steps deemed necessary or appropriate by Parent to enforce of their obligations under this Section 5.5, (x) furnish information with respect to the fullest extent possible QEPM Group Entities to the Person making such QEPM Takeover Proposal (and its Representatives) pursuant to an executed confidentiality agreement, provided that all such agreementsinformation has previously been provided to TLLP and (y) participate in discussions or negotiations with the Person making such QEPM Takeover Proposal (and its Representatives) regarding such QEPM Takeover Proposal.

No Solicitation. (a) The Company agrees that it shall notimmediately cease and cause to be terminated all existing discussions, negotiations and communications with any Persons with respect to any tender or exchange offer involving the Company, any proposal for a merger, consolidation or other business combination involving the Company, any proposal or offer to acquire in any manner a substantial equity interest in, or a substantial portion of the business or assets of, the Company, any proposal or offer with respect to any recapitalization or restructuring with respect to the Company or any proposal or offer with respect to any other transaction similar to any of the foregoing with respect to the Company other than the Transactions contemplated by this Agreement (each an “Acquisition Proposal”). Except as provided in Section 5.2(b), from the date of this Agreement until the earlier of the Effective Time, the termination of this Agreement and the time at which directors designated by Parent and/or the Purchaser constitute a majority of the directors on the Company Board of Directors, the Company shall not and shall not authorize or permit any of its Subsidiaries and their respective officers, directors, employees, representatives investment bankers, attorneys, accountants or other agents (including its investment bankers or attorneys)collectively, agents or affiliates to, “Representatives”) to directly or indirectlyindirectly (i) initiate, solicit or encourage, solicitor take any action to facilitate the making of, initiate any offer or participate proposal which constitutes or is reasonably likely to lead to any Acquisition Proposal, (ii) enter into any agreement with respect to any Acquisition Proposal, or (iii) in any way the event of an unsolicited Acquisition Proposal for the Company, engage in any negotiations or discussions or negotiations with, or provide any non-public information or data to, or afford any access to the properties, books or records of the Company or any of its Subsidiaries to, or otherwise assist or facilitate, any corporation, partnership, person or other entity or group Person (other than Parent or Sub any of its affiliates or any affiliate or associate of Parent or Subrepresentatives) concerning relating to any Acquisition Transaction (as defined in Section 6.11 herein) or potential Acquisition Transaction; PROVIDED, HOWEVER, that nothing contained in this Agreement shall prohibit the Board of Directors of the Company from furnishing information to or entering into discussions or negotiations with any person or entity that makes an unsolicited bona fide proposal to engage in an Acquisition Transaction that the Board of Directors of the Company determines in good faith represents a financially superior transaction for the stockholders of the Company when compared to the Offer and the Merger if, and only to the extent that, the Board of Directors determines in good faith, following the receipt of advice of outside legal counsel, that failure to take any such action is reasonably likely to be a breach by the Board of Directors of its fiduciary duties to the stockholders of the Company under applicable law; and PROVIDED FURTHER, HOWEVER, that nothing contained in this Agreement shall prohibit the Company or its Board of Directors from taking and disclosing to the Company's stockholders a position with respect to a tender offer by a third party pursuant to Rules 14d-9 and 14e-2(a) promulgated under the Exchange ActProposal. The Company will shall promptly notify Parent and Sub if any such proposals are received by, any information is requested from it from, or any such negotiations or discussions are sought to be initiated or continued with the Company and will promptly communicate to Parent and Sub or its Representatives, in each case, in connection with an Acquisition Proposal or the terms possibility or consideration of any proposal or inquiry and making an Acquisition Proposal, which notice shall identify the identity name of the party Person making such proposal or inquiry which it may receive in respect request or seeking such negotiations or discussions, the material terms and conditions of any offer or proposal and any subsequent changes to such transaction, including, in the case of written proposals or inquiries, furnishing Parent terms and Sub with a copy of such written proposal or inquiry (and all amendments and supplements thereto)conditions. Subject to the first sentence Any violation of this Section 6.02, 5.2 by any of the Company will and will cause its Subsidiaries, affiliates and their respective officers, directors, employees, representatives and agents to immediately cease and cause to be terminated any existing activities, discussions, or negotiations with any parties Company’s Representatives (other than Parentviolations that relate to the delivery of notice and are not material), Sub whether or any of their respective affiliates not such Representative is so authorized and whether or associates conducted heretofore with respect not such Representative is purporting to any Acquisition Transaction. Except as is required in the exercise of the fiduciary duties of the Board of Directors act on behalf of the Company as determined in good faithor otherwise, following shall be deemed to be a material breach of this Agreement by the receipt of advice of outside legal counsel, the Company agrees not to release any third party from any confidentiality or standstill agreement to which the Company is a party without Parent's prior written consent and to take all steps deemed necessary or appropriate by Parent to enforce to the fullest extent possible all such agreementsCompany.

No Solicitation. (a) The Company shall not, and nor shall not it authorize or permit any of its Subsidiaries and their respective officers, directors, employees, representatives (including its investment bankers or attorneys), agents or affiliates to, directly or indirectly, encourage, solicit, initiate or participate in any way in any discussions or negotiations with, or provide any non-public information to, or afford any access to the properties, books or records of the Company or any of its Subsidiaries to, and it shall cause its and its Subsidiaries’ respective Representatives not to, directly or indirectly: (i) initiate or solicit or knowingly facilitate or encourage (it being understood that providing information in the ordinary course of business consistent with past practice to categories of Persons to whom the Company routinely provides such information in the ordinary course of business consistent with past practice will not, in and of itself, constitute encouragement hereunder) any inquiry or the making of any proposal that constitutes a Takeover Proposal or (ii) continue or otherwise assist participate in any discussions or facilitatenegotiations regarding, furnish to any corporationPerson any information or data or access to its properties with respect to, partnershipor otherwise cooperate with or knowingly take any other action to facilitate any proposal that constitutes any Takeover Proposal. The Company shall, person or other entity or group (other than Parent or Sub or any affiliate or associate of Parent or Sub) concerning any Acquisition Transaction (as defined in Section 6.11 herein) or potential Acquisition Transaction; PROVIDEDand shall cause its Subsidiaries and its and their respective Representatives to, HOWEVER, that nothing contained in this Agreement shall prohibit the Board of Directors of the Company from furnishing information immediately cease and cause to or entering into be terminated all existing discussions or negotiations with any person Person conducted heretofore with respect to any Takeover Proposal (and shall not waive or entity otherwise modify any existing standstill provision or confidentiality agreement that makes an unsolicited benefits the Company) and request from each Person that has executed a confidentiality agreement with the Company the prompt return or destruction of any confidential information previously furnished to such Person in connection therewith. Notwithstanding the foregoing, prior to receipt of the Company Stockholder Approval, the Company and its Representatives, in response to a bona fide proposal to engage in an Acquisition Transaction written Takeover Proposal that was made after the date of this Agreement and did not result from a material breach of this Agreement and that (1) constitutes a Superior Proposal or (2) the Board of Directors of the Company determines in good faith represents (after consultation with outside counsel and a financially superior transaction for financial advisor of nationally recognized reputation) could reasonably be expected to result in a Superior Proposal, shall be permitted to: (A) provide access to non-public information to the stockholders Person making such Takeover Proposal pursuant to and in accordance with an executed confidentiality agreement not less restrictive of the Company when compared other party than the Confidentiality Agreement; provided that all such information provided to such Person has previously been provided to Parent or is provided to Parent prior to or substantially concurrently with the Offer and the Merger if, and only time it is provided to the extent that, the Board of Directors determines in good faith, following the receipt of advice of outside legal counsel, that failure to take any such action is reasonably likely to be a breach by the Board of Directors of its fiduciary duties to the stockholders of the Company under applicable lawPerson; and PROVIDED FURTHER, HOWEVER, that nothing contained (B) participate in this Agreement shall prohibit the Company discussions or its Board of Directors from taking and disclosing to the Company's stockholders a position negotiations with respect to a tender offer by a third party pursuant to Rules 14d-9 and 14e-2(a) promulgated under the Exchange Act. The Company will promptly notify Parent and Sub if any such information is requested from it or any such negotiations or discussions are sought to be initiated Takeover Proposal with the Company and will promptly communicate to Parent and Sub the terms of any proposal or inquiry and the identity of the party Person making such proposal or inquiry which it may receive in respect of any such transaction, including, in the case of written proposals or inquiries, furnishing Parent and Sub with a copy of such written proposal or inquiry (and all amendments and supplements thereto). Subject to the first sentence of this Section 6.02, the Company will and will cause its Subsidiaries, affiliates and their respective officers, directors, employees, representatives and agents to immediately cease and cause to be terminated any existing activities, discussions, or negotiations with any parties other than Parent, Sub or any of their respective affiliates or associates conducted heretofore with respect to any Acquisition Transaction. Except as is required in the exercise of the fiduciary duties of the Board of Directors of the Company as determined in good faith, following the receipt of advice of outside legal counsel, the Company agrees not to release any third party from any confidentiality or standstill agreement to which the Company is a party without Parent's prior written consent and to take all steps deemed necessary or appropriate by Parent to enforce to the fullest extent possible all such agreementsTakeover Proposal.

No Solicitation. (a) The Company shall not, and nor shall not it authorize or permit any of its Subsidiaries and their respective officers, directors, employeesofficers or employees or any investment banker, representatives financial advisor, attorney, accountant or other advisor, agent or representative (including collectively, “Representatives”) retained by it or any of its investment bankers or attorneys), agents or affiliates Affiliates to, directly or indirectlyindirectly through another person, encourage, (i) solicit, initiate or knowingly encourage, or take any other action designed to, or which would reasonably be expected to, facilitate, any Takeover Proposal or (ii) enter into, continue or otherwise participate in any way in any discussions or negotiations regarding, or furnish to any person any information, or otherwise cooperate in any way with, or provide any non-public information toTakeover Proposal. Without limiting the foregoing, or afford it is agreed that any access to violation of the properties, books or records restrictions set forth in the preceding sentence by any Representative of the Company or any shall be a breach of its Subsidiaries to, or otherwise assist or facilitate, any corporation, partnership, person or other entity or group (other than Parent or Sub or any affiliate or associate of Parent or Subthis Section 4.02(a) concerning any Acquisition Transaction (as defined in Section 6.11 herein) or potential Acquisition Transaction; PROVIDED, HOWEVER, that nothing contained in this Agreement by the Company. The Company shall prohibit the Board of Directors of the Company from furnishing information immediately cease and cause to or entering into be terminated all existing discussions or negotiations with any person conducted heretofore with respect to any Takeover Proposal and request the prompt return or entity that makes an unsolicited destruction of all confidential information previously furnished. Notwithstanding the foregoing, at any time prior to obtaining the Stockholder Approval, in response to a bona fide proposal to engage in an Acquisition Transaction written Takeover Proposal that the Board of Directors of the Company determines in good faith represents (after consultation with outside counsel and a financially superior transaction for 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 stockholders date hereof and was made after the date hereof and did not otherwise result from a breach of this Section 4.02(a), the Company when compared to the Offer and the Merger ifmay, and only to the extent that, the if its Board of Directors determines in good faith, following the receipt of advice of faith (after consultation with outside legal counsel, ) that failure it is required to take any such action is reasonably likely do so in order to be a breach by the Board of Directors of comply with its fiduciary duties to the stockholders of the Company under applicable law; , and PROVIDED FURTHERsubject to compliance with Section 4.02(c), HOWEVER, that nothing contained in this Agreement shall prohibit the Company or its Board of Directors from taking and disclosing to the Company's stockholders a position (x) furnish information with respect to a tender offer by a third party the Company to the person making such Takeover Proposal (and its Representatives) pursuant to Rules 14d-9 a customary confidentiality agreement (which (A) need not restrict such person from making an unsolicited Takeover Proposal and 14e-2(a(B) promulgated under shall permit the Exchange Act. The Company will promptly notify Parent and Sub if any to comply with Section 4.02(c)) not less restrictive of such person than the Confidentiality Agreement; provided that all such information has previously been provided to Parent or is requested from it provided to Parent prior to or any such negotiations or discussions are sought to be initiated substantially concurrent with the Company time it is provided to such person, and will promptly communicate to Parent and Sub the terms of any proposal or inquiry and the identity of the party making such proposal or inquiry which it may receive (y) participate in respect of any such transaction, including, in the case of written proposals or inquiries, furnishing Parent and Sub with a copy of such written proposal or inquiry (and all amendments and supplements thereto). Subject to the first sentence of this Section 6.02, the Company will and will cause its Subsidiaries, affiliates and their respective officers, directors, employees, representatives and agents to immediately cease and cause to be terminated any existing activities, discussions, discussions or negotiations with any parties other than Parent, Sub or any of their respective affiliates or associates conducted heretofore with respect to any Acquisition Transaction. Except as is required in the exercise of the fiduciary duties of the Board of Directors of the Company as determined in good faith, following the receipt of advice of outside legal counsel, the Company agrees not to release any third party from any confidentiality or standstill agreement to which the Company is a party without Parent's prior written consent person making such Takeover Proposal (and to take all steps deemed necessary or appropriate by Parent to enforce to the fullest extent possible all its Representatives) regarding such agreementsTakeover Proposal.

No Solicitation. (a) The Company shall not, and nor shall not it authorize or permit any of its Subsidiaries and their respective officers, directors, employees, representatives (including its investment bankers or attorneys), agents or affiliates Company Subsidiary to, nor shall it authorize or permit any officer, director or employee of, or any investment banker, attorney or other advisor or representative (each, a "Representative" and collectively, "Representatives") of, the Company or any Company Subsidiary to, (i) directly or indirectly, encourage, indirectly solicit, initiate or encourage the submission of, any Company Takeover Proposal (as defined in Section 5.02(e)), (ii) enter into any agreement with respect to any Company Takeover Proposal or (iii) directly or indirectly participate in any way in any discussions or negotiations withregarding, or provide furnish to any non-public person any information with respect to, or afford take any access other action to facilitate any inquiries or the making of any proposal that constitutes, or may reasonably be expected to lead to, any Company Takeover Proposal; provided, however, that, during the period prior to the propertiesCompany Stockholder Approval, books the Company and its Representatives may, to the extent required by the fiduciary obligations of the Company Board, as determined in good faith by a majority of the members thereof after consultation with outside counsel, in response to a Superior Company Proposal (as defined in Section 5.02(e)) or records a Company Takeover Proposal from a person that the Company Board determines, in good faith following consultation with outside counsel, is reasonably capable of making a Superior Company Proposal that, in each case, was not solicited by the Company after December 21, 2005, and that did not otherwise result from a breach or a deemed breach of this Section 5.02(a), and subject to compliance with Section 5.02(c), (x) furnish information with respect to the Company to the person making such Superior Company Proposal or Company Takeover Proposal and its Representatives pursuant to a confidentiality agreement not less restrictive of the other party than the Confidentiality Agreement (as defined in Section 6.02) and (y) participate in discussions and/or negotiations with such person and its Representatives regarding any such Superior Company Proposal or 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 of its Subsidiaries to, or otherwise assist or facilitate, any corporation, partnership, person or other entity or group (other than Parent or Sub or any affiliate or associate of Parent or Sub) concerning any Acquisition Transaction (as defined in Section 6.11 herein) or potential Acquisition Transaction; PROVIDED, HOWEVER, that nothing contained in this Agreement Company Subsidiary shall prohibit the Board of Directors of the Company from furnishing information to or entering into discussions or negotiations with any person or entity that makes an unsolicited bona fide proposal to engage in an Acquisition Transaction that the Board of Directors of the Company determines in good faith represents a financially superior transaction for the stockholders of the Company when compared to the Offer and the Merger if, and only to the extent that, the Board of Directors determines in good faith, following the receipt of advice of outside legal counsel, that failure to take any such action is reasonably likely be deemed to be a breach of this Section 5.02(a) by the Board of Directors of its fiduciary duties to Company. Other than as permitted by the stockholders of the Company under applicable law; and PROVIDED FURTHER, HOWEVER, that nothing contained in this Agreement shall prohibit the Company or its Board of Directors from taking and disclosing to the Company's stockholders a position with respect to a tender offer by a third party pursuant to Rules 14d-9 and 14e-2(a) promulgated under the Exchange Act. The Company will promptly notify Parent and Sub if any such information is requested from it or any such negotiations or discussions are sought to be initiated with the Company and will promptly communicate to Parent and Sub the terms of any proposal or inquiry and the identity of the party making such proposal or inquiry which it may receive in respect of any such transaction, including, in the case of written proposals or inquiries, furnishing Parent and Sub with a copy of such written proposal or inquiry (and all amendments and supplements thereto). Subject proviso to the first sentence of this Section 6.025.02(a), the Company will shall, and will shall cause its SubsidiariesRepresentatives to, affiliates cease immediately all discussions and their respective officers, directors, employees, representatives and agents to immediately cease and cause to be terminated negotiations regarding any existing activities, discussionsproposal that constitutes, or negotiations with any parties other than Parentmay reasonably be expected to lead to, Sub or any of their respective affiliates or associates conducted heretofore with respect to any Acquisition Transaction. Except as is required in the exercise of the fiduciary duties of the Board of Directors of the a Company as determined in good faith, following the receipt of advice of outside legal counsel, the Company agrees not to release any third party from any confidentiality or standstill agreement to which the Company is a party without Parent's prior written consent and to take all steps deemed necessary or appropriate by Parent to enforce to the fullest extent possible all such agreementsTakeover Proposal.

No Solicitation. The Company Shareholder hereby agrees that during the term of this Agreement (as contemplated in Section 8) the Shareholder shall not, and shall not permit knowingly instruct any of investment banker, financial advisor, attorney, accountant or other representative retained by it to (on its Subsidiaries and their respective officers, directors, employees, representatives (including its investment bankers or attorneysbehalf), agents (a) initiate, solicit, knowingly encourage or affiliates toknowingly facilitate any inquiries or proposals with respect to any Acquisition Proposal, (b) engage, communicate or participate in any negotiations with any person (other than Purchaser, Merger Subs or the Company) concerning any Acquisition Proposal after becoming aware that the person has made or is considering making an Acquisition Proposal or (c) participate in, directly or indirectly, encourage, solicit, initiate a “solicitation” of “proxies” (as such terms are used in the rules of the SEC) or participate in any way in any discussions powers of attorney or negotiations withsimilar rights to vote, or provide knowingly and intentionally seek to influence any non-public information toperson to vote, any shares of Company Capital Stock (x) against the adoption or afford approval of the Merger Agreement and the Mergers or (y) in favor of any access Acquisition Proposal or proposal that would reasonably be expected to lead to an Acquisition Proposal, unless in the propertiescase of clause (c) above, books the Shareholder is a director of the Company’s Board of Directors or records an officer of the Company or any and the Company’s Board of its Subsidiaries to, or otherwise assist or facilitate, any corporation, partnership, person or other entity or group (other than Parent or Sub or any affiliate or associate of Parent or Sub) concerning any Acquisition Transaction Directors has effected a Recommendation Change (as defined in Section 6.11 herein) or potential Acquisition Transaction; PROVIDED, HOWEVER, that nothing contained in this Agreement shall prohibit the Board of Directors of the Company from furnishing information to or entering into discussions or negotiations with any person or entity that makes an unsolicited bona fide proposal to engage in an Acquisition Transaction that the Board of Directors of the Company determines in good faith represents a financially superior transaction for the stockholders of the Company when compared to the Offer and the Merger ifAgreement), and only to the extent that, the Board of Directors determines in good faith, following the receipt of advice of outside legal counsel, that failure to take any such action is reasonably likely to be a breach by the Board of Directors of its fiduciary duties to the stockholders of the Company under applicable law; and PROVIDED FURTHER, HOWEVER, that nothing contained in this Agreement shall prohibit the Company or its Board of Directors from taking and disclosing to the Company's stockholders a position accordance with respect to a tender offer by a third party pursuant to Rules 14d-9 and 14e-2(a) promulgated under the Exchange Act. The Company will promptly notify Parent and Sub if any such information is requested from it or any such negotiations or discussions are sought to be initiated with the Company and will promptly communicate to Parent and Sub the terms of any proposal the Merger Agreement, and in such case, the Shareholder’s activities are solely in his or inquiry and the identity her capacity as a director or officer of the party making such proposal or inquiry which it may receive in respect of any such transaction, including, in the case of written proposals or inquiries, furnishing Parent and Sub with a copy of such written proposal or inquiry (and all amendments and supplements thereto)Company. Subject The Shareholder agrees immediately to the first sentence of this Section 6.02, the Company will and will cause its Subsidiaries, affiliates and their respective officers, directors, employees, representatives and agents to immediately cease and cause to be terminated any existing activities, discussions, discussions or negotiations conducted before the date of this Agreement with any parties persons (other than Parentthe Company, Sub or Purchaser, Merger Subs and any of their respective affiliates or associates conducted heretofore representatives) with respect to any Acquisition Transaction. Except as is required Proposal and will take all reasonably necessary steps to inform any investment banker, financial advisor, attorney, accountant or other representative retained by the Shareholder in connection with the exercise Mergers of the fiduciary duties obligations undertaken by the Shareholder pursuant to this Section 5. Nothing contained in this Section 5 shall prevent any officer of the Company or a member of the Company’s Board of Directors from discharging his or her fiduciary duties solely in his or her capacity as an officer of the Company as determined in good faith, following or a member of the receipt Company’s Board of advice of outside legal counsel, the Company agrees not to release any third party from any confidentiality or standstill agreement to which the Company is a party without Parent's prior written consent and to take all steps deemed necessary or appropriate by Parent to enforce to the fullest extent possible all such agreementsDirectors.

No Solicitation. The Company (a) From the date hereof until the Effective Time, Parent shall not, and nor shall not it permit any of its Subsidiaries and their respective subsidiaries to, nor shall it authorize or permit any of its directors, officers, directors, or employees, representatives or any investment banker, financial advisor, attorney, accountant, or other representative retained by it or any of its subsidiaries (including its investment bankers or attorneys), agents or affiliates the "Representatives") to, directly or indirectlyindirectly through another Person, (i) solicit or initiate (including by way of furnishing information), or take any other action designed and intended to facilitate or encourage, solicitany inquiries or the making of any proposal that constitutes any Takeover Proposal (as defined below), initiate (ii) participate or participate in any way engage in any discussions or negotiations withregarding any Takeover Proposal, or provide (iii) disclose any non-public nonpublic information to, or afford any access relating to the properties, books or records of the Company Parent or any of its Subsidiaries tosubsidiaries to any Person in connection with any Takeover Proposal; provided, or otherwise assist or facilitate, any corporation, partnership, person or other entity or group (other than Parent or Sub or any affiliate or associate of Parent or Sub) concerning any Acquisition Transaction (as defined in Section 6.11 herein) or potential Acquisition Transaction; PROVIDED, HOWEVERhowever, that nothing contained in this Agreement shall prohibit the case of (ii) and (iii) only, if, at any time prior to obtaining the Parent Stockholders' Approval, the Board of Directors of the Company from furnishing information to or entering into discussions or negotiations with any person or entity that makes an unsolicited bona fide proposal to engage in an Acquisition Transaction that the Board of Directors of the Company determines in good faith represents a financially superior transaction for the stockholders of the Company when compared to the Offer and the Merger if, and only to the extent that, the Board of Directors Parent determines in good faith, following (i) after consulting with and receiving the receipt of advice of outside legal counsel, that failure it is necessary to take any such action is reasonably likely do so in order to be a breach by the Board of Directors of comply with its fiduciary duties to the Parent's stockholders of the Company under applicable law; law and PROVIDED FURTHER, HOWEVER(ii) based on the advice of Parent's financial advisors, that nothing contained a Takeover Proposal is a Superior Proposal (as defined below), then Parent may, in this Agreement shall prohibit the Company or its Board of Directors from taking response to a bona fide written Takeover Proposal that was not solicited by it, and disclosing subject to the Company's stockholders a position compliance with Section 6.13(c), (x) furnish information with respect to a tender offer by a third party pursuant to Rules 14d-9 and 14e-2(a) promulgated under the Exchange Act. The Company will promptly notify Parent and Sub if its subsidiaries to any Person submitting such Takeover Proposal, provided such information is requested from it furnished pursuant to an existing confidentiality agreement or any such negotiations or discussions are sought to be initiated a confidentiality agreement with the Company and will promptly communicate terms no less favorable to Parent than those contained in the Confidentiality Agreement (as hereinafter defined) (which agreement Parent is hereby permitted to enter into) and Sub (y) participate in discussions or negotiations regarding such Takeover Proposal. For purposes of this Agreement, "Takeover Proposal" means any inquiry, proposal, or offer from any Person relating to any direct or indirect acquisition or purchase of 15% or more of the terms assets of Parent and its subsidiaries or 15% or more of any proposal or inquiry and the identity class of the party making such proposal or inquiry which it may receive in respect equity securities of any such transaction, including, in the case of written proposals or inquiries, furnishing Parent and Sub with a copy of such written proposal or inquiry (and all amendments and supplements thereto). Subject to the first sentence of this Section 6.02, the Company will and will cause its Subsidiaries, affiliates and their respective officers, directors, employees, representatives and agents to immediately cease and cause to be terminated any existing activities, discussions, or negotiations with any parties other than Parent, Sub or any of their respective affiliates its subsidiaries, any tender offer or associates conducted heretofore with respect to exchange offer that if consummated would result in any Acquisition Transaction. Except as is required Person beneficially owning 15% or more of any class of equity securities of Parent or any of its subsidiaries, or any merger, consolidation, business combination, recapitalization, liquidation, dissolution, or similar transaction involving Parent or any of its subsidiaries, in all cases other than the exercise of the fiduciary duties of the Board of Directors of the Company as determined in good faith, following the receipt of advice of outside legal counsel, the Company agrees not to release any third party from any confidentiality or standstill agreement to which the Company is a party without Parent's prior written consent and to take all steps deemed necessary or appropriate transactions contemplated by Parent to enforce to the fullest extent possible all such agreementsthis Agreement.

No Solicitation. The Company shall (a) Each of the Sellers agrees that it will not, and shall not permit any of its Subsidiaries and their respective officers, directors, employees, representatives (including its investment bankers or attorneys), agents or affiliates to, directly or indirectlyindirectly through any officer, encouragesubsidiary, solicitAffiliate, initiate director, employee, stockholder, representative, agent or participate other Person, (i) seek, initiate, solicit or encourage any Person to make an inquiry or proposal with respect to the purchase or other acquisition (including by way of a merger, consolidation, stock purchase, asset purchase or share exchange) of a significant portion of the Fastener Business Assets or any substantially similar transaction, in each case other than the transactions contemplated by this Agreement (a "Fastener Business Acquisition Proposal"), (ii) engage in negotiations or discussions concerning a Fastener Business Acquisition Proposal with any way in any discussions Person or negotiations withgroup, or provide (iii) disclose any non-public information to, relating to the Sellers or afford any give access to the properties, employees, books or records of the Company Sellers or any of its Subsidiaries to, or otherwise assist or facilitate, subsidiaries to any corporation, partnership, person or other entity Person or group in connection with any Fastener Business Acquisition Proposal or (other than Parent iv) approve or Sub recommend or agree to approve or recommend any affiliate or associate of Parent or Sub) concerning any Fastener Business Acquisition Transaction (as defined in Section 6.11 herein) or potential Acquisition TransactionProposal; PROVIDED, HOWEVER, provided that nothing contained in this Agreement herein shall prohibit prevent the Board of Directors of the Company Parent from (a) furnishing information to any Person that has made a Fastener Business Acquisition Proposal not solicited in violation of this Section 5.11 or (b) subject to the other provisions of this Section 5.11, entering into or participating in discussions or negotiations with any person or entity that makes an unsolicited bona fide proposal to engage concerning a Fastener Business Acquisition Proposal not solicited in an Acquisition Transaction that violation of this Section 5.11 so long as, in each case, (x) the Board of Directors of the Company determines in good faith represents a financially superior transaction for the stockholders of the Company when compared to the Offer and the Merger if, and only to the extent that, the Board of Directors determines Parent shall have concluded in good faith, following after receiving and considering the receipt of advice of its outside legal counsel, that failure failing to take any participate in such action is reasonably likely to be a breach by discussions or negotiations or furnishing such information would cause the Board of Directors of the Parent to be in breach of its fiduciary duties responsibilities to the its stockholders of the Company under applicable law; Law, and PROVIDED FURTHER, HOWEVER, that nothing contained (y) prior to participating in this Agreement shall prohibit the Company such discussions or its Board of Directors from taking and disclosing to the Company's stockholders a position with respect to a tender offer by a third party pursuant to Rules 14d-9 and 14e-2(a) promulgated under the Exchange Act. The Company will promptly notify Parent and Sub if negotiations or furnishing any such information is requested from it or any information, such negotiations or discussions are sought to be initiated with the Company Seller and will promptly communicate to Parent and Sub the terms of any proposal or inquiry and the identity of the party making such proposal or inquiry which it may receive in respect of any such transaction, including, in the case of written proposals or inquiries, furnishing Parent and Sub with offer agrees to a copy of such written proposal or inquiry (and all amendments and supplements thereto). Subject confidentiality agreement that is no more favorable to the first sentence party receiving information than the Confidentiality Agreement and the Buyer is given concurrent or advance written notice thereof. The Board of this Directors of the Parent may (A) fail to make, withdraw, or modify in a manner adverse to the Parent its recommendation to its stockholders referred to in Section 6.025.12 hereof, (B) take and disclose to its stockholders a position contemplated by Rule 14e-2 under the Company will and will cause Exchange Act or otherwise complying with its Subsidiariesdisclosure obligations and/or (C) take any non-appealable, affiliates and their respective officers, directors, employees, representatives and agents to immediately cease and cause final action ordered to be terminated taken by the Parent by any existing activitiescourt of competent jurisdiction, discussionsbut in each case only if the Board of Directors of the Parent shall have concluded in good faith, or negotiations after consultation with any parties other than Parentits outside legal counsel, Sub or any of their respective affiliates or associates conducted heretofore with respect to any Acquisition Transaction. Except as that such action is required in the exercise of the its fiduciary duties of the Board of Directors of the Company as determined in good faith, following the receipt of advice of outside legal counsel, the Company agrees not to release any third party from any confidentiality or standstill agreement to which the Company is a party without Parent's prior written consent and to take all steps deemed necessary or appropriate by Parent to enforce to the fullest extent possible all such agreementsunder applicable Law.

No Solicitation. The Company shall not(a) ACC shall, and shall not permit any of its Subsidiaries direct and their respective officers, directors, employees, representatives (including its investment bankers or attorneys), agents or affiliates to, directly or indirectly, encourage, solicit, initiate or participate in any way in any discussions or negotiations with, or provide any non-public information to, or afford any access use commercially reasonable efforts to the properties, books or records of the Company or any of its Subsidiaries to, or otherwise assist or facilitate, any corporation, partnership, person or other entity or group (other than Parent or Sub or any affiliate or associate of Parent or Sub) concerning any Acquisition Transaction (as defined in Section 6.11 herein) or potential Acquisition Transaction; PROVIDED, HOWEVER, that nothing contained in this Agreement shall prohibit the Board of Directors of the Company from furnishing information to or entering into discussions or negotiations with any person or entity that makes an unsolicited bona fide proposal to engage in an Acquisition Transaction that the Board of Directors of the Company determines in good faith represents a financially superior transaction for the stockholders of the Company when compared to the Offer and the Merger if, and only to the extent that, the Board of Directors determines in good faith, following the receipt of advice of outside legal counsel, that failure to take any such action is reasonably likely to be a breach by the Board of Directors of its fiduciary duties to the stockholders of the Company under applicable law; and PROVIDED FURTHER, HOWEVER, that nothing contained in this Agreement shall prohibit the Company or its Board of Directors from taking and disclosing to the Company's stockholders a position with respect to a tender offer by a third party pursuant to Rules 14d-9 and 14e-2(a) promulgated under the Exchange Act. The Company will promptly notify Parent and Sub if any such information is requested from it or any such negotiations or discussions are sought to be initiated with the Company and will promptly communicate to Parent and Sub the terms of any proposal or inquiry and the identity of the party making such proposal or inquiry which it may receive in respect of any such transaction, including, in the case of written proposals or inquiries, furnishing Parent and Sub with a copy of such written proposal or inquiry (and all amendments and supplements thereto). Subject to the first sentence of this Section 6.02, the Company will and will cause its Subsidiaries, affiliates and their respective officers, directors, employees, representatives and agents to to, immediately cease and cause to be terminated any existing activities, discussions, discussions or negotiations with any parties that may be ongoing with respect to an ACC Takeover Proposal (as hereinafter defined). ACC shall not, nor shall it permit any of its subsidiaries to, nor shall it authorize or permit any of its officers, directors or employees or any investment banker, financial advisor, attorney, accountant or other than Parent, Sub representative retained by it or any of their respective affiliates its subsidiaries to, directly or associates conducted heretofore with respect indirectly, (i) solicit, initiate or encourage (including by way of furnishing information), or take any other action designed or reasonably likely to facilitate, including, without limitation, any Acquisition Transaction. Except as is required in the exercise amendment, modification or termination, or any agreement to do any of the fiduciary duties foregoing, to the ACC Rights Plan or any redemption of the Rights, any inquiries or the making of any proposal which constitutes, or may reasonably be expected to lead to, any ACC Takeover Proposal or (ii) participate in any discussions or negotiations regarding any ACC Takeover Proposal; provided, however, that if, at any time prior to the time of the ACC Stockholders Meeting, the Board of Directors of the Company as determined ACC determines in good faith, following the receipt of upon advice of from outside legal counsel, that it is necessary to do so in order to comply with its fiduciary duties to ACC's stockholders under applicable law, ACC may, in response to an ACC Takeover Proposal or material modification to an ACC Takeover Proposal, which ACC Takeover Proposal or material modification was made after the Company agrees date hereof and was not solicited after the date hereof, and subject to release compliance with Section 4.8(c), (x) furnish information with respect to ACC to any third party from any person pursuant to a confidentiality or standstill agreement to agreement, which the Company is a party without Parent's either was executed prior written consent and to take all steps deemed necessary or appropriate by Parent to enforce to the fullest extent possible all date hereof or is substantially similar to the Confidentiality Agreement dated as of November 13, 1997 by and between ACC and TCG and (y) participate in negotiations regarding such agreements.ACC Takeover Proposal or material modification made after the date hereof. "

No Solicitation. The Company (i) Witco agrees that, during the term of this Agreement, it shall not, and shall not authorize or permit any of its Subsidiaries and their respective subsidiaries or any of its or its subsidiaries' directors, officers, directors, employees, representatives (including its investment bankers or attorneys), agents or affiliates torepresentatives, directly or indirectly, encourage, to (A) solicit, initiate initi- ate, encourage or participate in any way in any discussions or negotiations withfacilitate, or provide any furnish or disclose non-public information toin furtherance of, any inquiries or the making of any proposal with respect to any recapitalization, merger, consolidation or other business combination involving Witco, or afford acquisition of any access to the properties, books capital stock or records any material portion of the Company assets (except for acquisition of assets in the ordinary course of business consistent with past practice, transactions disclosed in the Witco Disclosure Schedule and the transactions contemplated by this Agreement) of Witco, or any combination of its Subsidiaries tothe foregoing (a "Witco Competing Transaction") or (B) negotiate, explore or otherwise assist or facilitate, engage in discussions with any corporation, partnership, person or other entity or group (other than Parent Crompton or Sub Newco or any affiliate or associate of Parent or Subtheir respective directors, officers, employees, agents and representatives) concerning any Acquisition Transaction (as defined in Section 6.11 herein) or potential Acquisition Transaction; PROVIDED, HOWEVER, that nothing contained in this Agreement shall prohibit the Board of Directors of the Company from furnishing information to or entering into discussions or negotiations with any person or entity that makes an unsolicited bona fide proposal to engage in an Acquisition Transaction that the Board of Directors of the Company determines in good faith represents a financially superior transaction for the stockholders of the Company when compared to the Offer and the Merger if, and only to the extent that, the Board of Directors determines in good faith, following the receipt of advice of outside legal counsel, that failure to take any such action is reasonably likely to be a breach by the Board of Directors of its fiduciary duties to the stockholders of the Company under applicable law; and PROVIDED FURTHER, HOWEVER, that nothing contained in this Agreement shall prohibit the Company or its Board of Directors from taking and disclosing to the Company's stockholders a position with respect to a tender offer by a third party pursuant to Rules 14d-9 and 14e-2(a) promulgated under the Exchange Actany Witco Competing Transaction. The Company Witco will promptly notify Parent and Sub if any such information is requested from it or any such negotiations or discussions are sought to be initiated with the Company and will promptly communicate to Parent and Sub the terms of any proposal or inquiry and the identity of the party making such proposal or inquiry which it may receive in respect of any such transaction, including, in the case of written proposals or inquiries, furnishing Parent and Sub with a copy of such written proposal or inquiry (and all amendments and supplements thereto). Subject to the first sentence of this Section 6.02, the Company will and will cause its Subsidiaries, affiliates and their respective officers, directors, employees, representatives and agents to immediately cease and cause to be terminated any all existing activities, discussions, or discussions and negotiations with any parties other than Parent, Sub or any of their respective affiliates or associates conducted heretofore with respect to any Acquisition of the foregoing and shall use its reasonable best efforts to enforce any confidentiality or similar agreement relating to a Witco Competing Transaction. Except as is required From and after the execution of this Agreement, Witco shall immediately advise Crompton in the exercise writing of the fiduciary duties receipt, directly or indirectly, of any inquiries, discussions, negotiations, or proposals relating to a Witco Competing Transaction (including the specific terms thereof), and promptly furnish to Crompton a copy of any such proposal or inquiry in addition to any information provided to or by any third party relating thereto. Notwithstanding the foregoing, prior to receipt of the Witco Stockholders Approval, Witco may, but only to the extent required by the fiduciary obligations of its Board of Directors of the Company under Applicable Law, as determined in good faith, following faith and on a reasonable basis by such Board of Directors and based on the receipt of written advice of outside legal counsel, the Company agrees counsel that not to release any third party so act would constitute a violation of such fiduciary obligations, in response to a publicly disclosed proposal for a Witco Competing Transaction that constitutes a Qualifying Witco Proposal that was not solicited or encouraged by Witco or its representatives and that did not otherwise result from any confidentiality the breach or standstill agreement a deemed breach of this Section 7.3(c), and subject to which compliance with the Company is notification provisions of this Section 7.3(c), for a party without Parent's prior written consent and 10-day period commencing with the first notification to take all steps deemed necessary or appropriate by Parent Crompton under this Section 7.3(c) of receipt of such Witco Competing Transaction, (x) furnish non-public information with respect to enforce Witco to the fullest extent possible all person proposing such agreementsWitco Competing Transaction and its representatives pursuant to a confidentiality agreement with terms no less restrictive of such person than those set forth in the Confidentiality Agreement and (y) participate in discussions or negotiations with such person and its representatives regarding such Witco Competing Transaction.

No Solicitation. (a) The Company shall immediately cease any discussions or negotiations with any Person that may be ongoing with respect to a Company Acquisition Proposal. From and after the date of this Agreement until the earlier to occur of the Effective Time or the date of termination of this Agreement in accordance with Article 10, the Company shall not, and nor shall not it permit any of its Subsidiaries and their respective to, nor shall it authorize or permit any of its officers, directorsdirectors or employees or any Affiliate, employeesinvestment banker, representatives (including its investment bankers financial advisor, attorney, accountant or attorneys), agents or affiliates to, directly or indirectly, encourage, solicit, initiate or participate in any way in any discussions or negotiations with, or provide any non-public information to, or afford any access to the properties, books or records of the Company other representative retained by it or any of its Subsidiaries to, directly or otherwise assist indirectly, (i) solicit, initiate or knowingly encourage (including by way of furnishing information which has not been previously publicly disseminated), or take any other action designed to facilitate, any corporationinquiry or the making or submission of any inquiry, partnershipproposal, person indication of interest or offer which constitutes, or would reasonably be expected to lead to, a Company Acquisition Proposal, (ii) subject to Section 8.02(b), approve or recommend, or propose to approve or recommend, or execute or enter into any letter of intent, memorandum of understanding, merger agreement or other entity agreement, arrangement or group understanding relating to a Company Acquisition Proposal (other than Parent an Acceptable Confidentiality Agreement) (each an “Alternative Acquisition Agreement”), (iii) enter into, continue or Sub or otherwise participate in any affiliate or associate of Parent or Sub) concerning any Acquisition Transaction (as defined in Section 6.11 herein) or potential Acquisition Transaction; PROVIDED, HOWEVER, that nothing contained in this Agreement shall prohibit the Board of Directors of the Company from furnishing information to or entering into discussions or negotiations with regarding any person Company Acquisition Proposal, or entity (iv) agree to do any of the foregoing; provided, however, that makes an unsolicited if, prior to obtaining the Acceptance Date, following the receipt of a bona fide proposal to engage in an written Company Acquisition Transaction Proposal that the Company Board of Directors of the Company determines in good faith represents a financially superior transaction for the stockholders of the Company when compared to the Offer and the Merger if, and only to the extent that, the Board of Directors determines in good faith, following after consultation with the receipt of advice of Company’s outside financial advisors and outside legal counsel, is or could reasonably be expected to lead to a Superior Proposal and that failure to take any such action is reasonably likely to be was unsolicited and made after the date of this Agreement in circumstances not otherwise involving a breach by the Board of Directors of its fiduciary duties to the stockholders of this Agreement, the Company under applicable law; may, in response to such Company Acquisition Proposal, and PROVIDED FURTHERsubject to compliance with Section 8.02(b)(i), HOWEVER, that nothing contained in this Agreement shall prohibit the Company or its Board of Directors from taking and disclosing to the Company's stockholders a position furnish information with respect to a tender offer by a third party pursuant the Company to Rules 14d-9 the Person making such Company Acquisition Proposal and 14e-2(aengage in discussions or negotiations with such Person regarding such Company Acquisition Proposal; provided, that (A) promulgated under the Exchange Act. The Company will promptly notify Parent and Sub if prior to furnishing, or causing to be furnished, any such nonpublic information is requested from it or any such negotiations or discussions are sought relating to be initiated with the Company and will promptly communicate to Parent and Sub the terms of any proposal or inquiry and the identity of the party making such proposal or inquiry which it may receive in respect of any such transaction, including, in the case of written proposals or inquiries, furnishing Parent and Sub with a copy of such written proposal or inquiry (and all amendments and supplements thereto). Subject to the first sentence of this Section 6.02Person, the Company will enters into a confidentiality agreement with the Person making such Company Acquisition Proposal (an “Acceptable Confidentiality Agreement“) that (x) does not contain any provision that would prevent the Company from complying with its obligation to provide any disclosure to Parent required pursuant to this Section 8.02 and will cause its Subsidiaries, affiliates and their respective officers, directors, employees, representatives and agents to immediately cease and cause to be terminated any existing activities, discussions, or negotiations with any parties other (y) contains confidentiality provisions that are no less restrictive on such Person than Parent, Sub or any of their respective affiliates or associates conducted heretofore with respect to any Acquisition Transaction. Except as is required those contained in the exercise Confidentiality Agreement as in effect immediately prior to the execution of the fiduciary duties of the Board of Directors of the Company as determined in good faiththis Agreement, and (B) promptly following the receipt of advice of outside legal counselfurnishing any such nonpublic information to such Person, the Company agrees not furnishes such nonpublic information to release any third party from any confidentiality or standstill agreement to which the Company is a party without Parent's prior written consent and to take all steps deemed necessary or appropriate by Parent to enforce (to the fullest extent possible all such agreementsnonpublic information has not been previously so furnished to Parent or its Representatives).

No Solicitation. The (a) Company shall agrees that it will not, and shall not permit any of will cause its Subsidiaries and their respective its and its Subsidiaries’ officers, directors, employeesagents, representatives (including its investment bankers or attorneys), agents or advisors and affiliates not to, directly or indirectly, encourageinitiate, solicit, initiate encourage or participate knowingly facilitate inquiries or proposals with respect to, or engage in any way in any discussions or negotiations withconcerning, or provide any non-public confidential or nonpublic information or data to, or afford have any access to discussions with, any person relating to, any Acquisition Proposal, or waive any provision of or amend the properties, books or records terms of the Company or any Rights Agreement, in respect of its Subsidiaries toan Acquisition Proposal; provided that, or otherwise assist or facilitate, any corporation, partnership, person or other entity or group (other than Parent or Sub or any affiliate or associate of Parent or Sub) concerning any in the event Company receives an unsolicited Acquisition Transaction (as defined in Section 6.11 herein) or potential Acquisition Transaction; PROVIDED, HOWEVER, that nothing contained in this Agreement shall prohibit Proposal and the Board of Directors of Company concludes in good faith that there is a reasonable likelihood that such Acquisition Proposal constitutes or is reasonably likely to result in a Superior Proposal, Company may, and may permit its Subsidiaries and its and its Subsidiaries’ Representatives to, furnish or cause to be furnished nonpublic information and participate in such negotiations or discussions to the Company from furnishing information to or entering into discussions or negotiations with any person or entity that makes an unsolicited bona fide proposal to engage in an Acquisition Transaction extent that the Board of Directors of the Company determines concludes in good faith represents a financially superior transaction for (and based on the stockholders of the Company when compared to the Offer and the Merger if, and only to the extent that, the Board of Directors determines in good faith, following the receipt of advice of outside legal counsel, ) that failure to take any such action is reasonably actions would more likely to be than not result in a breach by the Board of Directors violation of its fiduciary duties to the stockholders of the Company under applicable law; and PROVIDED FURTHER, HOWEVER, provided that nothing contained in this Agreement shall prohibit the Company or its Board of Directors from taking and disclosing prior to providing any nonpublic information permitted to be provided pursuant to the Company's stockholders foregoing proviso, it shall have entered into a position confidentiality agreement with respect to a tender offer by a such third party pursuant on terms no less favorable to Rules 14d-9 it than the Confidentiality Agreement as entered into on September 26, 2008, and 14e-2(a) promulgated under it shall simultaneously provide Parent with any such nonpublic information to the Exchange Actextent it has not previously provided such information to Parent. The Company will promptly notify Parent and Sub if any such information is requested from it or any such negotiations or discussions are sought to be initiated with the Company and will promptly communicate to Parent and Sub the terms of any proposal or inquiry and the identity of the party making such proposal or inquiry which it may receive in respect of any such transaction, including, in the case of written proposals or inquiries, furnishing Parent and Sub with a copy of such written proposal or inquiry (and all amendments and supplements thereto). Subject to the first sentence of this Section 6.02, the Company will and will cause its Subsidiaries, affiliates and their respective officers, directors, employees, representatives and agents to immediately cease and cause to be terminated any existing activities, discussions, discussions or negotiations conducted before the date of this Agreement with any parties persons other than Parent, Sub or any of their respective affiliates or associates conducted heretofore Parent with respect to any Acquisition Transaction. Except as is required in the exercise of the fiduciary duties of the Board of Directors of the Company as determined in good faith, following the receipt of advice of outside legal counsel, the Company agrees not Proposal and will use its reasonable best efforts to release any third party from enforce any confidentiality or standstill similar agreement relating to which an Acquisition Proposal. Company will promptly (within two business days) advise Parent following receipt of any Acquisition Proposal and the Company is substance thereof (including the identity of the person making such Acquisition Proposal), and will keep Parent apprised of any related developments, discussions and negotiations (including the terms and conditions of the Acquisition Proposal) on a party without Parent's prior written consent and to take all steps deemed necessary or appropriate by Parent to enforce to the fullest extent possible all such agreementscurrent basis.

No Solicitation. The (a) From and after the date of this Agreement until the Effective Time or termination of this Agreement pursuant to Article VII, the Company shall and its subsidiaries will not, and shall not nor will they authorize or permit any of its Subsidiaries and their respective officers, directors, employeesaffiliates or employees or any investment banker, representatives (including its investment bankers attorney or attorneys), agents other advisor or affiliates representative retained by any of them to, directly or indirectly, encourage, (i) solicit, initiate initiate, encourage or induce the making, submission or announcement of any Acquisition Proposal (as hereinafter defined), (ii) participate in any way in any discussions or negotiations withregarding, or provide furnish to any person any non-public information with respect to, or afford take any access 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, (iii) engage in discussions with any person with respect to any Acquisition Proposal, except as to the propertiesexistence of these provisions, books (iv) approve, endorse or records recommend any Acquisition Proposal or (v) enter into any letter of the Company intent or similar document or any of its Subsidiaries to, contract agreement or commitment contemplating or otherwise assist or facilitate, relating to any corporation, partnership, person or other entity or group (other than Parent or Sub or any affiliate or associate of Parent or Sub) concerning any Acquisition Transaction (as defined in Section 6.11 herein) or potential Acquisition Transaction; PROVIDEDprovided, HOWEVERhowever, that nothing contained in this Agreement shall prohibit the Board after receipt of Directors of the Company from furnishing information to or entering into discussions or negotiations with any person or entity that makes an unsolicited unsolicited, written, bona fide proposal to engage in an Acquisition Transaction Proposal that the Board of Directors of the Company determines in good faith represents reasonably concludes may constitute a financially superior transaction for Superior Offer, the stockholders Company may on one occasion submit to the party making such Acquisition Proposal a written list of questions, the sole purpose of which is to elicit clarifications as to the material terms of the Company when compared Acquisition Proposal so as to the Offer and the Merger if, and only to the extent that, the Board of Directors determines in good faith, following the receipt of advice of outside legal counsel, that failure to take any such action is reasonably likely to be a breach by enable the Board of Directors of its fiduciary duties the Company to make a determination whether such Acquisition Proposal is in fact a Superior Offer (it being agreed that any correspondence with such party shall be limited to questions and such questions shall be limited to the stockholders purpose of clarifying the material terms of such Acquisition Proposal and shall not solicit or encourage any new Acquisition Proposal or any change to the Acquisition Proposal, and it being further agreed that the Company under applicable law; and PROVIDED FURTHER, HOWEVER, that nothing contained in this Agreement shall prohibit the Company or its Board of Directors from taking and disclosing to the Company's stockholders a position with respect to a tender offer by a third party pursuant to Rules 14d-9 and 14e-2(a) promulgated under the Exchange Act. The Company will promptly notify provide Parent and Sub if any such information is requested from it or any such negotiations or discussions are sought to be initiated with the Company and will promptly communicate to Parent and Sub the terms of any proposal or inquiry and the identity of the party making such proposal or inquiry which it may receive in respect of any such transaction, including, in the case of written proposals or inquiries, furnishing Parent and Sub with a copy of any correspondence to be delivered pursuant to this Section 5.5(a) at least 48 hours prior to sending such written proposal or inquiry (correspondence to any third party). The Company and its subsidiaries will immediately cease any and all amendments and supplements thereto). Subject to the first sentence of this Section 6.02, the Company will and will cause its Subsidiaries, affiliates and their respective officers, directors, employees, representatives and agents to immediately cease and cause to be terminated any existing activities, discussions, discussions or negotiations with any parties other than Parent, Sub or any of their respective affiliates or associates conducted heretofore with respect to any Acquisition TransactionProposal. Except as Without limiting the foregoing, it is required understood that any violation of the restrictions set forth in the exercise of the fiduciary duties of the Board of Directors preceding two sentences by any officer, director or employee of the Company as determined in good faithor any of its subsidiaries or any investment banker, following the receipt attorney or other advisor or representative of advice of outside legal counsel, the Company agrees not or any of its subsidiaries shall be deemed to release any third party from any confidentiality or standstill agreement to which be a breach of this Section 5.5 by the Company is a party without Parent's prior written consent and to take all steps deemed necessary or appropriate by Parent to enforce to the fullest extent possible all such agreementsCompany.

No Solicitation. The (a) From the date of this Agreement to the earlier to occur of the Effective Time of the Merger or the termination of this Agreement, each Combining Company and its Subsidiaries shall not, and nor shall not such Combining Company or its Subsidiaries permit any of its Subsidiaries and their respective officers, directorsdirectors or managers (or authorize any Affiliates of any such officers, employees, representatives (including its investment bankers directors or attorneysmanagers), agents or affiliates to, directly or indirectly, encourage, solicit, initiate or participate in any way in any discussions or negotiations withAffiliates, or provide employees or any non-public information toinvestment banker, attorney, accountant or afford any access to the properties, books other advisor or records of the representative retained by (or otherwise working on behalf of) such Combining Company or any of its Subsidiaries (collectively, “Representatives”) to directly or indirectly: (i) solicit, initiate or knowingly encourage, knowingly facilitate or knowingly induce any inquiry with respect to, the making, submission or announcement of any Acquisition Proposal with respect to such Combining Company or any of its Subsidiaries, (ii) participate or otherwise engage in any discussions or negotiations regarding, or furnish to any person any nonpublic information with respect to, or otherwise assist take any other action to facilitate any inquiries or facilitatethe making of any proposal that constitutes or may reasonably be expected to lead to, any corporation, partnership, person or other entity or group (other than Parent or Sub Acquisition Proposal with respect to such Combining Company or any affiliate or associate of Parent or Subits Subsidiaries, (iii) concerning engage in discussions with any person with respect to any Acquisition Transaction Proposal with respect to such Combining Company or any of its Subsidiaries, except as to the existence of these provisions, (as defined in iv) approve, endorse or recommend any Acquisition Proposal with respect to such Combining Company or any of its Subsidiaries (except to the extent specifically permitted pursuant to Section 6.11 herein5.2(c)), or (v) enter into any letter of intent or potential similar document or any contract contemplating or otherwise relating to any Acquisition Transaction; PROVIDEDProposal or transaction contemplated thereby with respect to such Combining Company or any of its Subsidiaries. Each Combining Company and its Subsidiaries will immediately cease, HOWEVERand will cause its Representatives to immediately cease, that nothing contained in this Agreement shall prohibit the Board of Directors of the Company from furnishing information to or entering into any and all existing activities, discussions or negotiations with any person or entity that makes an unsolicited bona fide proposal to engage in an Acquisition Transaction that the Board of Directors of the Company determines in good faith represents a financially superior transaction for the stockholders of the Company when compared to the Offer and the Merger if, and only to the extent that, the Board of Directors determines in good faith, following the receipt of advice of outside legal counsel, that failure to take any such action is reasonably likely to be a breach by the Board of Directors of its fiduciary duties to the stockholders of the Company under applicable law; and PROVIDED FURTHER, HOWEVER, that nothing contained in this Agreement shall prohibit the Company or its Board of Directors from taking and disclosing to the Company's stockholders a position with respect to a tender offer by a third party pursuant to Rules 14d-9 and 14e-2(a) promulgated under the Exchange Act. The Company will promptly notify Parent and Sub if any such information is requested from it or any such negotiations or discussions are sought to be initiated with the Company and will promptly communicate to Parent and Sub the terms of any proposal or inquiry and the identity of the party making such proposal or inquiry which it may receive in respect of any such transaction, including, in the case of written proposals or inquiries, furnishing Parent and Sub with a copy of such written proposal or inquiry (and all amendments and supplements thereto). Subject to the first sentence of this Section 6.02, the Company will and will cause its Subsidiaries, affiliates and their respective officers, directors, employees, representatives and agents to immediately cease and cause to be terminated any existing activities, discussions, or negotiations with any parties other than Parent, Sub or any of their respective affiliates or associates conducted heretofore with respect to any Acquisition TransactionProposal. Except as is required The foregoing provisions of this Section 5.2(a) shall not prohibit the taking of any actions by the Combining Companies and their Subsidiaries and their respective Representatives in the exercise connection with (x) any of the fiduciary duties Subscription Offers or (y) a potential initial public offering of either Combining Company or their Subsidiaries occurring following the earlier to occur of the Board of Directors Effective Time of the Company as determined in good faith, following Merger or the receipt termination of advice of outside legal counsel, the Company agrees not to release any third party from any confidentiality or standstill agreement to which the Company is a party without Parent's prior written consent and to take all steps deemed necessary or appropriate by Parent to enforce to the fullest extent possible all such agreementsthis Agreement.

No Solicitation. The From the date of this Agreement until the Effective Time or the termination of this Agreement pursuant to Article IX hereof, the Company shall agrees that the Company and its Subsidiaries will not, and shall not permit any of its Subsidiaries and will cause their respective officers, directors, employees, representatives other agents (including its including, without limitation, investment bankers bankers, attorneys or attorneys), agents or affiliates accountants) not to, directly or indirectly, (i) take any action to solicit, initiate, encourage, solicitenter into any agreement relating to or otherwise facilitate any offer or proposal for, initiate or participate any indication of interest in an Acquisition Proposal, (ii) waive any way provision of any standstill or similar agreements entered into by the Company of its Subsidiaries, or (iii) engage in any or continue discussions or negotiations withwith or otherwise facilitate any effort or attempt to make or implement an Acquisition Proposal, or provide disclose any non-public nonpublic information torelating to the Company or its Subsidiaries, respectively, or afford any access to the their respective properties, books or records of the Company or records, to any of its Subsidiaries toPerson that may be considering making, or otherwise assist or facilitatehas made, any corporationan Acquisition Proposal. Notwithstanding the foregoing, partnership, person or other entity or group (other than Parent or Sub or any affiliate or associate of Parent or Subi) concerning any Acquisition Transaction (as defined in Section 6.11 herein) or potential Acquisition Transaction; PROVIDED, HOWEVER, that nothing contained in this Agreement shall Section 6.3 will prohibit the Board of Directors of the Company from (A) furnishing information to to, or entering into discussions or negotiations with, any Person in connection with any person or entity that makes an unsolicited bona fide proposal in writing by such Person with respect to engage in an Acquisition Transaction Proposal, if, and only to the extent that (1) the Board of Directors of the Company, after consulting with outside legal counsel to the Company, determines in good faith that such action is required for the Board of Directors of the Company determines in good faith represents a financially superior transaction for to comply with its fiduciary duties to stockholders imposed by Law and (2) prior to furnishing such information to, or entering into discussions or negotiations with, such Person, the stockholders Company provides written notice to the Acquiror to the effect that it is furnishing information to, or entering into discussions or negotiations with, such Person and the Company keeps Acquiror informed of the Company when compared to status of the Offer and the Merger if, and only to the extent that, the Board principal financial terms of Directors determines in good faith, following the receipt of advice of outside legal counsel, that failure to take any such action is reasonably likely negotiations or discussions; or (B) complying with Rule 14e-2 promulgated under the Exchange Act with regard to an Acquisition Proposal and (ii) taking the actions contemplated by (i) above under the circumstances described therein will not be deemed to be a breach by the Board of Directors of its fiduciary duties to the stockholders of the Company under applicable law; and PROVIDED FURTHER, HOWEVER, that nothing contained in this Agreement shall prohibit the Company or its Board of Directors from taking and disclosing to the Company's stockholders a position with respect to a tender offer by a third party pursuant to Rules 14d-9 and 14e-2(a) promulgated under the Exchange Act. The Company will promptly notify Parent and Sub if any such information is requested from it or any such negotiations or discussions are sought to be initiated with the Company and will promptly communicate to Parent and Sub the terms of any proposal or inquiry and the identity of the party making such proposal or inquiry which it may receive in respect of any such transaction, including, in the case of written proposals or inquiries, furnishing Parent and Sub with a copy of such written proposal or inquiry (and all amendments and supplements thereto). Subject to the first sentence of this Agreement. Section 6.02, the Company will and will cause its Subsidiaries, affiliates and their respective officers, directors, employees, representatives and agents to immediately cease and cause to be terminated any existing activities, discussions, or negotiations with any parties other than Parent, Sub or any of their respective affiliates or associates conducted heretofore with respect to any Acquisition Transaction. Except as is required in the exercise of the fiduciary duties of the Board of Directors of the Company as determined in good faith, following the receipt of advice of outside legal counsel, the Company agrees not to release any third party from any confidentiality or standstill agreement to which the Company is a party without Parent's prior written consent and to take all steps deemed necessary or appropriate by Parent to enforce to the fullest extent possible all such agreements.6.4

No Solicitation. The Company (a) From and after May 9, 1999 until the earlier of the Effective Time or the termination of this Agreement in accordance with its terms, Xoom shall not, and nor shall not it permit any of its Subsidiaries and their respective officers, directors, employees, representatives (including its investment bankers or attorneys), agents or affiliates to, directly nor shall it authorize or indirectlypermit any officer, encourage, solicit, initiate director or participate in any way in any discussions or negotiations withemployee of, or provide any non-public information toinvestment banker, attorney or afford any access to the propertiesother advisor or representative of, books or records of the Company Xoom or any of its Subsidiaries to, directly or otherwise assist indirectly, (i) take any action to solicit, initiate, encourage or facilitate, knowingly facilitate any corporation, partnership, person or other entity or group (other than Parent or Sub or any affiliate or associate of Parent or Sub) concerning any Acquisition Material Transaction Proposal (as defined in Section 6.11 hereinbelow) or potential Acquisition Transaction; PROVIDED, HOWEVER, that nothing contained the submission of a Material Transaction Proposal or (ii) enter into or participate in this Agreement shall prohibit the Board of Directors of the Company from furnishing information to or entering into any discussions or negotiations with regarding, or furnish to any person or entity that makes any information with respect to, a Material Transaction Proposal; PROVIDED that, prior to obtaining the affirmative vote of the holders of a majority of the outstanding shares of common stock of Xoom to adopt the Xenon 2 Merger Agreement (the "XOOM STOCKHOLDER APPROVAL" and, together with the Xenon 2 Stockholder Approval, the "STOCKHOLDER APPROVALS"), in response to an unsolicited bona fide proposal BONA FIDE Takeover Proposal, Xoom may, to engage in an Acquisition Transaction the extent that the Board of Directors of the Company Xoom determines in good faith represents a financially superior transaction for based on the stockholders of the Company when compared to the Offer and the Merger if, and only to the extent that, the Board of Directors determines in good faith, following the receipt of advice of outside legal counsel, counsel that failure to take any such action is reasonably likely required to be a breach by the Board of Directors of its comply with their fiduciary duties to the stockholders of the Company under applicable law; and PROVIDED FURTHER, HOWEVER, that nothing contained in this Agreement shall prohibit the Company or its Board of Directors from taking and disclosing to the Company's stockholders a position (A) furnish information with respect to a tender offer by a third party pursuant Xoom and its Subsidiaries to Rules 14d-9 the person making such Takeover Proposal and 14e-2(aits representatives and discuss such information with such person and its representatives and (B) promulgated under the Exchange Actparticipate in negotiations regarding such Takeover Proposal. The Company Xoom will promptly notify Parent and Sub if NBC of receipt of any such request for information is requested from it or any Material Transaction Proposal, the material terms and conditions of such negotiations request or discussions are sought to be initiated with the Company and will promptly communicate to Parent and Sub the terms of any proposal or inquiry Material Transaction Proposal and the identity of the party person making any such proposal request or inquiry which it may receive in respect Material Transaction Proposal, and will keep NBC fully informed on a current basis of the status and details of any such transactionrequest or Material Transaction Proposal, includingPROVIDED that, prior to providing any information to any Person or participating in the case of written proposals or inquiriesnegotiations with any Person, furnishing Parent and Sub with a copy of such written proposal or inquiry (and all amendments and supplements thereto)Xoom shall have received an executed confidentiality agreement. Subject to the first sentence of this Section 6.02, the Company Xoom will and will cause its Subsidiaries, affiliates and their respective officers, directors, employees, representatives and agents to immediately cease and cause to be terminated any existing activities, discussions, or discussions and negotiations with any parties other than Parent, Sub or any of their respective affiliates or associates conducted heretofore with respect to any Acquisition Transaction. Except as is required in the exercise of the fiduciary duties of the Board of Directors of the Company as determined in good faith, following the receipt of advice of outside legal counsel, the Company agrees not to release any third party from any confidentiality or standstill agreement to which the Company is a party without Parent's prior written consent and to take all steps deemed necessary or appropriate by Parent to enforce to the fullest extent possible all such agreementsMaterial Transaction Proposal.

No Solicitation. The Company Stockholder agrees that, during the period from the date of this Agreement through the Voting Covenant Expiration Date, Stockholder shall not, and shall not permit any of its Subsidiaries and their respective officers, directors, employees, representatives (including its investment bankers or attorneys), agents or affiliates to, directly or indirectly, and shall not authorize or permit any of Stockholder’s Representatives directly or indirectly to: (a) solicit, initiate, knowingly encourage, solicitinduce or facilitate the making, initiate submission or participate in announcement of any way in Acquisition Proposal or take any discussions or negotiations with, or provide any non-public information to, or afford any access action that could reasonably be expected to lead to the propertiesmaking, books submission or records announcement of an Acquisition Proposal; (b) furnish any information regarding the Company or any of its Subsidiaries to, or otherwise assist or facilitate, any corporation, partnership, person or other entity or group (other than Parent or Sub or any affiliate or associate of Parent or Sub) concerning any Acquisition Transaction (as defined in Section 6.11 herein) or potential Acquisition Transaction; PROVIDED, HOWEVER, that nothing contained in this Agreement shall prohibit the Board of Directors of the Company from furnishing information to any Person in connection with or entering into in response to an Acquisition Proposal or an inquiry or indication of interest that could lead to an Acquisition Proposal; (c) engage in discussions or negotiations with any person or entity that makes an unsolicited bona fide proposal to engage in an Acquisition Transaction that the Board of Directors of the Company determines in good faith represents a financially superior transaction for the stockholders of the Company when compared to the Offer and the Merger if, and only to the extent that, the Board of Directors determines in good faith, following the receipt of advice of outside legal counsel, that failure to take any such action is reasonably likely to be a breach by the Board of Directors of its fiduciary duties to the stockholders of the Company under applicable law; and PROVIDED FURTHER, HOWEVER, that nothing contained in this Agreement shall prohibit the Company or its Board of Directors from taking and disclosing to the Company's stockholders a position with respect to a tender offer by a third party pursuant to Rules 14d-9 and 14e-2(a) promulgated under the Exchange Act. The Company will promptly notify Parent and Sub if any such information is requested from it or any such negotiations or discussions are sought to be initiated with the Company and will promptly communicate to Parent and Sub the terms of any proposal or inquiry and the identity of the party making such proposal or inquiry which it may receive in respect of any such transaction, including, in the case of written proposals or inquiries, furnishing Parent and Sub with a copy of such written proposal or inquiry (and all amendments and supplements thereto). Subject to the first sentence of this Section 6.02, the Company will and will cause its Subsidiaries, affiliates and their respective officers, directors, employees, representatives and agents to immediately cease and cause to be terminated any existing activities, discussions, or negotiations with any parties other than Parent, Sub or any of their respective affiliates or associates conducted heretofore Person with respect to any Acquisition TransactionProposal; or (d) approve, endorse or recommend any Acquisition Proposal. Except as is required The Stockholder shall promptly (and in no event later than 48 hours after receipt of any Acquisition Proposal, any inquiry or indication of interest that could lead to an Acquisition Proposal or any request for nonpublic information) advise the exercise Purchaser orally and in writing of any Acquisition Proposal, any inquiry or indication of interest that could lead to an Acquisition Proposal or any request for nonpublic information relating to the fiduciary duties of the Board of Directors Company or any affiliate of the Company as determined in good faith(including the identity of the Person making or submitting such Acquisition Proposal, following inquiry, indication of interest or request, and the receipt terms thereof) that is made or submitted by any Person during the period from the date of advice of outside legal counsel, this Agreement through the Company agrees not to release any third party from any confidentiality or standstill agreement to which Voting Covenant Expiration Date. The Stockholder shall keep the Company is a party without Parent's prior written consent and to take all steps deemed necessary or appropriate by Parent to enforce Purchaser fully informed with respect to the fullest extent possible all status of any such agreementsAcquisition Proposal, inquiry, indication of interest or request and any modification or proposed modification thereto.

No Solicitation. The (a) From and after the date hereof, the Company agrees (i) that it and its subsidiaries shall not, and nor shall not it or its subsidiaries authorize or knowingly permit any of its Subsidiaries and their respective officersdirector, directors, employees, representatives (including its investment bankers officer or attorneys), agents or affiliates to, directly or indirectly, encourage, solicit, initiate or participate in any way in any discussions or negotiations with, or provide any non-public information to, or afford any access to the properties, books or records employee of the Company or any of its Subsidiaries subsidiaries or any investment banker, attorney, accountant or other advisor or representative of the Company or any of its subsidiaries (collectively, the "Representatives") to, directly or otherwise assist indirectly, solicit, initiate or encourage, or take any other action knowingly to facilitate, any corporation, partnership, person or other entity or group (other than Parent or Sub or any affiliate or associate of Parent or Sub) concerning any Acquisition Transaction Takeover Proposal (as defined in Section 6.11 hereinbelow) or potential Acquisition Transactionengage in any discussions or negotiations regarding, or provide any nonpublic information or data to make or implement, any Takeover Proposal, in each case other than a Takeover Proposal made by Parent; PROVIDED, HOWEVER, (ii) that nothing contained in this Agreement it shall prohibit the Board of Directors of the Company from furnishing information immediately cease and cause to or entering into be terminated any existing discussions or negotiations with any person or entity third persons conducted heretofore with a view to formulating a Takeover Proposal; and (iii) that makes an unsolicited it shall immediately notify Parent of the receipt of any Takeover Proposal and that it shall keep Parent informed of the status of such Takeover Proposal; provided, however, that, at any time prior to obtaining the Stockholder Approval, the Company may, in response to a bona fide proposal to engage in an Acquisition Transaction Takeover Proposal that the Board of Directors of the Company determines in good faith represents could reasonably be expected to lead to a financially superior transaction for the stockholders of the Company when compared to the Offer Superior Proposal (as defined below) and the Merger if, and only to the extent that, the Board of Directors determines in good faith, following the receipt of advice of outside legal counsel, that failure to take any such action is reasonably likely to be which Takeover Proposal did not result from a breach by the Board of Directors of its fiduciary duties to the stockholders of the Company under applicable law; and PROVIDED FURTHERthis Section 4.02, HOWEVER, that nothing contained in this Agreement shall prohibit the Company or its Board of Directors from taking and disclosing to the Company's stockholders a position (x) furnish information with respect to a tender offer by a third party the Company and its subsidiaries to the person making such Takeover Proposal (and its representatives) pursuant to Rules 14d-9 and 14e-2(a) promulgated under the Exchange Act. The Company will promptly notify Parent and Sub if any a customary confidentiality agreement (except that such confidentiality agreement shall not prohibit such person from making an unsolicited Takeover Proposal), provided that all such information is requested from it provided on a prior or any such negotiations or substantially concurrent basis to Parent, and (y) participate in discussions are sought to be initiated with the Company and will promptly communicate to Parent and Sub the terms of any proposal or inquiry and the identity of the party making such proposal or inquiry which it may receive in respect of any such transaction, including, in the case of written proposals or inquiries, furnishing Parent and Sub with a copy of such written proposal or inquiry (and all amendments and supplements thereto). Subject to the first sentence of this Section 6.02, the Company will and will cause its Subsidiaries, affiliates and their respective officers, directors, employees, representatives and agents to immediately cease and cause to be terminated any existing activities, discussions, or negotiations with any parties other than Parent, Sub or any of their respective affiliates or associates conducted heretofore with respect to any Acquisition Transaction. Except as is required in the exercise of the fiduciary duties of the Board of Directors of the Company as determined in good faith, following the receipt of advice of outside legal counsel, the Company agrees not to release any third party from any confidentiality or standstill agreement to which the Company is a party without Parent's prior written consent person making such Takeover Proposal (and to take all steps deemed necessary or appropriate by Parent to enforce to the fullest extent possible all its representatives) regarding such agreementsTakeover Proposal.

No Solicitation. (a) The Company shall notnot directly or indirectly, and shall not authorize or permit any of its Subsidiaries and their respective officers, directors, employees, representatives (including its investment bankers the other Acquired Corporations or attorneys), agents any Representative of any of the Acquired Corporations directly or affiliates indirectly to, directly (i) solicit or indirectlyinitiate, or knowingly encourage, solicitinduce or facilitate, initiate the making, submission or participate announcement of any Acquisition Proposal or take any action that could reasonably be expected to lead to an Acquisition Proposal, (ii) furnish any information regarding any of the Acquired Corporations to any Person in connection with or in response to an Acquisition Proposal or an inquiry or indication of interest that could reasonably be expected to lead to an Acquisition Proposal, (iii) engage in discussions or negotiations with any way in Person with respect to any Acquisition Proposal, (iv) approve, endorse or recommend any Acquisition Proposal or (v) enter into any letter of intent or similar document or any Contract contemplating or otherwise relating to any Acquisition Transaction; provided, however, that prior to the adoption of this Agreement by the Required Company Stockholder Vote, this Section 4.3(a) shall not prohibit the Company from furnishing nonpublic information regarding the Acquired Corporations to, or entering into discussions or negotiations with, or provide any non-public information to, or afford any access Person in response to a Qualified Acquisition Proposal that the Board of Directors determines in good faith is reasonably likely to result in a Superior Proposal and which Qualified Acquisition Proposal is submitted to the properties, books or records Company by such Person (and not withdrawn) if (1) neither the Company nor any Representative of any of the Company or Acquired Corporations shall have violated any of its Subsidiaries to, or otherwise assist or facilitate, any corporation, partnership, person or other entity or group (other than Parent or Sub or any affiliate or associate of Parent or Sub) concerning any Acquisition Transaction (as defined in Section 6.11 herein) or potential Acquisition Transaction; PROVIDED, HOWEVER, that nothing contained the restrictions set forth in this Agreement shall prohibit Section 4.3, (2) the Board of Directors of the Company from furnishing information to or entering into discussions or negotiations concludes in good faith, after consultation with any person or entity its outside legal counsel, that makes an unsolicited bona fide proposal to engage such action is required in an Acquisition Transaction that order for the Board of Directors of the Company determines in good faith represents a financially superior transaction for to comply with its fiduciary obligations to the Company's stockholders under applicable Legal Requirements, (3) at least two business days prior to furnishing any such nonpublic information to, or entering into discussions or negotiations with, such Person, the Company gives Parent written notice of the identity of such Person and of the Company's intention to furnish nonpublic information to, or enter into discussions or negotiations with, such Person, (4) the Company receives from such Person an executed confidentiality agreement containing (A) customary limitations on the use and disclosure of all nonpublic written and oral information furnished to such Person by or on behalf of the Company when compared no less favorable to the Offer Company than the provisions contained in that certain mutual nondisclosure agreement dated May 27, 2003 between the Company and Parent (the Merger if, "Mutual Nondisclosure Agreement") and only (B) "standstill" provisions that prohibit such Person from purchasing any Company securities or commencing any exchange or tender offer for Company securities other than pursuant to a definitive agreement with the extent that, the Board of Directors determines in good faith, following the receipt of advice of outside legal counsel, Company for a negotiated transaction that failure to take any such action is reasonably likely to be constitutes a breach Superior Proposal that has been approved by the Board of Directors of its fiduciary duties the Company, and (5) concurrently with furnishing any such nonpublic information to such Person, the Company furnishes such nonpublic information to Parent (to the stockholders extent such nonpublic information has not been previously furnished by the Company to Parent). Without limiting the generality of the Company under applicable law; and PROVIDED FURTHERforegoing, HOWEVER, that nothing contained in this Agreement shall prohibit the Company acknowledges and agrees that any violation of or its Board of Directors from the taking and disclosing to the Company's stockholders a position with respect to a tender offer by a third party pursuant to Rules 14d-9 and 14e-2(a) promulgated under the Exchange Act. The Company will promptly notify Parent and Sub if any such information is requested from it or any such negotiations or discussions are sought to be initiated with the Company and will promptly communicate to Parent and Sub the terms of any proposal or inquiry and the identity action inconsistent with any of the party making such proposal or inquiry which it may receive restrictions set forth in respect the preceding sentence by any Representative of any such transaction, including, in of the case of written proposals or inquiries, furnishing Parent and Sub with Acquired Corporations shall be deemed to constitute a copy of such written proposal or inquiry (and all amendments and supplements thereto). Subject to the first sentence breach of this Section 6.02, 4.3 by the Company will and will cause its Subsidiaries, affiliates and their respective officers, directors, employees, representatives and agents to immediately cease and cause to be terminated any existing activities, discussions, or negotiations with any parties other than Parent, Sub or any of their respective affiliates or associates conducted heretofore with respect to any Acquisition Transaction. Except as is required in the exercise of the fiduciary duties of the Board of Directors of the Company as determined in good faith, following the receipt of advice of outside legal counsel, the Company agrees not to release any third party from any confidentiality or standstill agreement to which the Company is a party without Parent's prior written consent and to take all steps deemed necessary or appropriate by Parent to enforce to the fullest extent possible all such agreementsCompany.

No Solicitation. The Company shall not, Medicus and shall not permit any of its Subsidiaries subsidiaries and their respective the officers, directors, employees, representatives (including employees or other agents of Medicus and its investment bankers or attorneys), agents or affiliates tosubsidiaries will not, directly or indirectly, encourage, (i) take any action to solicit, initiate or participate encourage any Takeover Proposal (defined below) or (ii) subject to the terms of the immediately following sentence, engage in any way in any discussions or negotiations with, or provide disclose any non-public nonpublic information relating to Medicus or any of it subsidiaries to, or afford any access to the properties, books or records of the Company Medicus or any of its Subsidiaries subsidiaries to, any person that has advised Medicus that it may be considering making, or otherwise assist or facilitatethat has made, any corporationa Takeover Proposal; provided, partnership, person or other entity or group (other than Parent or Sub or any affiliate or associate of Parent or Sub) concerning any Acquisition Transaction (as defined in Section 6.11 herein) or potential Acquisition Transaction; PROVIDED, HOWEVERhowever, that nothing contained in this Agreement herein shall prohibit the Board of Directors of the Company from furnishing information to or entering into discussions or negotiations with any person or entity that makes an unsolicited bona fide proposal to engage in an Acquisition Transaction that the Board of Directors of the Company determines in good faith represents a financially superior transaction for the stockholders of the Company when compared to the Offer and the Merger if, and only to the extent that, the Board of Directors determines in good faith, following the receipt of advice of outside legal counsel, that failure to take any such action is reasonably likely to be a breach by the Board of Directors of its fiduciary duties to the stockholders of the Company under applicable law; and PROVIDED FURTHER, HOWEVER, that nothing contained in this Agreement shall prohibit the Company or its Medicus Board of Directors from taking and disclosing to the Company's Medicus stockholders a position with respect to a tender offer by a third party pursuant to Rules 14d-9 and 14e-2(a) 14e-2 promulgated under the Exchange Act. The Company will promptly notify Parent and Sub Notwithstanding the immediately preceding sentence, if an unsolicited Takeover Proposal, or an unsolicited written expression of interest that can reasonably be expected to lead to a Takeover Proposal, shall be received by the Board of Directors of Medicus, then, to the extent the Board of Directors of Medicus believes in good faith (after consultation with its financial advisor) that such Takeover Proposal would, if consummated, result in a transaction more favorable to Medicus stockholders from a financial point of view than the transaction contemplated by the Agreement (any such information is requested from it or any such negotiations or discussions are sought more favorable Takeover Proposal being referred to be initiated with the Company and will promptly communicate to Parent and Sub the terms of any proposal or inquiry in this Agreement as a "Superior Proposal") and the identity Board of Directors of Medicus determines in good faith after consultation with outside legal counsel that it is necessary for the party making such proposal or inquiry which it may receive in respect Board of any such transactionDirectors of Medicus to comply with its fiduciary duties to stockholders under applicable law, including, in the case of written proposals or inquiries, furnishing Parent Medicus and Sub with a copy of such written proposal or inquiry (and all amendments and supplements thereto). Subject to the first sentence of this Section 6.02, the Company will and will cause its Subsidiaries, affiliates and their respective officers, directors, employees, investment bankers, financial advisors, attorneys, accountants and other representatives retained by it may furnish in connection therewith information and agents to immediately cease take such other actions as are consistent with the fiduciary obligations of Medicus Board of Directors, and cause to such actions shall not be terminated considered a breach of this Section 4.3 or any existing activitiesother provisions of this Agreement, discussionsprovided that in each such event Medicus notifies QuadraMed of such determination by the Medicus Board of Directors and provides QuadraMed with a true and complete copy of the Superior Proposal received from such third party, if the Superior Proposal is in writing, or negotiations a complete written summary thereof, if it is not in writing, and provides QuadraMed with any parties other than Parentall documents containing or referring to non-public information of Medicus that are supplied to such third party; provided further, Sub or any of their respective affiliates or associates conducted heretofore with respect to any Acquisition Transaction. Except as is required in the exercise of the fiduciary duties of that (A) the Board of Directors of Medicus has determined, with the Company advice of Medicus investment bankers, that such third party is capable of making a Superior Proposal upon satisfactory completion of such third party's review of the information supplied by Medicus, (B) the third party has stated that it intends to make a Superior Proposal, (C) Medicus may not provide any non-public information to any such third party if it has not prior to the date thereof provided such information to QuadraMed or QuadraMed's representatives, (D) Medicus notifies QuadraMed in advance of any disclosure of non-public information to any such third party, with a description of the information proposed to be disclosed, and (E) Medicus provides such non-public information pursuant to a non-disclosure agreement at least as determined restrictive as the Confidentiality Agreement (as defined in good faith, following the Section 5.4). Medicus will promptly notify QuadraMed after receipt of advice any Takeover Proposal or any notice that any person is considering making a Takeover Proposal or any request for non-public information relating to Medicus or any of outside legal counsel, the Company agrees not to release any third party from any confidentiality its subsidiaries or standstill agreement to which the Company is a party without Parent's prior written consent and to take all steps deemed necessary or appropriate by Parent to enforce for access to the fullest extent possible all properties, books or records of Medicus or any of its subsidiaries by any person that has advised Medicus that it may be considering making, or that has made, a Takeover Proposal and will keep QuadraMed fully informed of the status and details of any such agreementsTakeover Proposal notice, request or any correspondence or communications related thereto and shall provide QuadraMed with a true and complete copy of such Takeover Proposal notice or request or correspondence or communications related thereto, if it is in writing, or a complete written summary thereof, if it is not in writing. For purposes of this Agreement, "Takeover Proposal" means any offer or proposal for, or any indication of interest in, a merger or other business combination involving Medicus or any of its subsidiaries or the acquisition of any significant equity interest in, or a significant portion of the assets of, Medicus or any of its subsidiaries, other than the transactions contemplated by this Agreement.

No Solicitation. (a) The Company shall not, and nor shall not it authorize or permit any of its Subsidiaries and their respective officers, directors, employees, representatives (including its investment bankers or attorneys), agents or affiliates Company Subsidiary to, nor shall it authorize or permit any officer, director or employee of, or any investment banker, attorney or other advisor or representative (collectively, "Representatives") of, the Company or any Company Subsidiary to, (i) directly or indirectly, encourage, indirectly solicit, initiate or encourage the submission of, any Company Takeover Proposal (as defined in Section 5.02(e)), (ii) enter into any agreement with respect to any Company Takeover Proposal or (iii) directly or indirectly participate in any way in any discussions or negotiations withregarding, or provide furnish to any non-public person any information with respect to, or afford take any access other action to facilitate any inquiries or the making of any proposal that constitutes, or may reasonably be expected to lead to, any Company Takeover Proposal; provided, however, that prior to the propertiesfirst acceptance for payment of shares of Company Common Stock pursuant to the Offer the Company may, books to the extent necessary to act in a manner consistent with the fiduciary obligations of the Company Board, as determined in good faith by it after consultation with outside counsel and Alliant Partners or records another nationally recognized independent financial advisor, in response to a Company Takeover Proposal that the Company Board determines, in good faith after consultation with outside counsel, is reasonably likely to lead to a Superior Company Proposal (as defined in Section 5.02(e)), 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 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 or 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 officer, director, investment banker, attorney or other advisor or representative of the Company or any of its Subsidiaries toCompany Subsidiary, whether or otherwise assist or facilitate, any corporation, partnership, not such person or other entity or group (other than Parent or Sub or any affiliate or associate of Parent or Sub) concerning any Acquisition Transaction (as defined in Section 6.11 herein) or potential Acquisition Transaction; PROVIDED, HOWEVER, that nothing contained in this Agreement shall prohibit the Board of Directors is purporting to act on behalf of the Company from furnishing information to or entering into discussions any Company Subsidiary or negotiations with any person or entity that makes an unsolicited bona fide proposal to engage in an Acquisition Transaction that the Board of Directors of the Company determines in good faith represents a financially superior transaction for the stockholders of the Company when compared to the Offer and the Merger ifotherwise, and only to the extent that, the Board of Directors determines in good faith, following the receipt of advice of outside legal counsel, that failure to take any such action is reasonably likely shall be deemed to be a breach by the Board of Directors of its fiduciary duties to the stockholders of the Company under applicable law; and PROVIDED FURTHER, HOWEVER, that nothing contained in this Agreement shall prohibit the Company or its Board of Directors from taking and disclosing to the Company's stockholders a position with respect to a tender offer by a third party pursuant to Rules 14d-9 and 14e-2(a) promulgated under the Exchange Act. The Company will promptly notify Parent and Sub if any such information is requested from it or any such negotiations or discussions are sought to be initiated with the Company and will promptly communicate to Parent and Sub the terms of any proposal or inquiry and the identity of the party making such proposal or inquiry which it may receive in respect of any such transaction, including, in the case of written proposals or inquiries, furnishing Parent and Sub with a copy of such written proposal or inquiry (and all amendments and supplements thereto). Subject to the first sentence of this Section 6.02, 5.02(a) by the Company will and will cause its Subsidiaries, affiliates and their respective officers, directors, employees, representatives and agents to immediately cease and cause to be terminated any existing activities, discussions, or negotiations with any parties other than Parent, Sub or any of their respective affiliates or associates conducted heretofore with respect to any Acquisition Transaction. Except as is required in the exercise of the fiduciary duties of the Board of Directors of the Company as determined in good faith, following the receipt of advice of outside legal counsel, the Company agrees not to release any third party from any confidentiality or standstill agreement to which the Company is a party without Parent's prior written consent and to take all steps deemed necessary or appropriate by Parent to enforce to the fullest extent possible all such agreementsCompany.

No Solicitation. The Company shall not, and shall not authorize or permit any of its Subsidiaries and their respective subsidiaries or any of its or subsidiaries' officers, directors, employees, representatives (including its investment bankers employees or attorneys), agents or affiliates to, directly or indirectly, solicit, encourage, solicit, initiate or participate in any way in any or initiate discussions or negotiations with, or provide any non-public information to, or afford any access to the propertiesperson, books or records of the Company or any of its Subsidiaries to, or otherwise assist or facilitate, any corporation, partnership, person or other entity or group (other than Parent or Sub Acquisition or any affiliate of its affiliates or associate of Parent or Subrepresentatives) concerning any Acquisition Transaction (as defined in Section 6.11 herein) merger, consolidation, tender offer, exchange offer, sale of all or potential Acquisition Transaction; PROVIDEDsubstantially all of the Company's assets, HOWEVER, that nothing contained in this Agreement shall prohibit sale of shares of capital stock or similar business combination transaction involving the Board of Directors Company or any principal operating or business unit of the Company from furnishing information to or entering into its subsidiaries (an "Acquisition Proposal"). Upon the execution of this Agreement, the Company shall immediately cease any discussions or negotiations with any person, entity or group (other than Acquisition or any of its affiliates or representatives) in connection with an Acquisition Proposal that are continuing as of the date hereof and shall seek to have returned to the Company any confidential information provided in any such discussions or negotiations. Notwithstanding the foregoing, if the Company or the Special Committee receives a bona fide unsolicited, written Acquisition Proposal after the date hereof from any person or entity that makes an unsolicited bona fide proposal to engage at a price per Share which the Special Committee reasonably concludes, based on the advice of its financial advisor or special counsel, is in an Acquisition Transaction that the Board of Directors excess of the Company determines in good faith represents a financially superior transaction for the stockholders of the Company when compared to the Offer and the Merger ifPer Share Amount, and only to if the extent thatSpecial Committee reasonably concludes, based upon the Board of Directors determines in good faith, following the receipt of advice of its financial advisor and outside legal counsel, that failure the person or entity delivering such Acquisition Proposal is reasonably capable of consummating such Acquisition Proposal (based upon, among other things, the availability of financing and the degree of certainty of obtaining financing, the expectation of receipt of required antitrust and other regulatory approvals and the identity and background of such person), then the Company or the Special Committee may, directly or indirectly, provide access to or furnish or cause to be furnished information concerning the Company's business, properties or assets to such person or entity pursuant to an appropriate confidentiality agreement and the Company or the Special Committee may participate in and engage in discussions and negotiations with such person or entity regarding such Acquisition Proposal if the Special Committee concludes, based upon the advice of its outside legal counsel, that it is required to take any such action is reasonably likely actions in order to be a breach by the Board of Directors of comply with its fiduciary duties to the stockholders of the Company under applicable law; . In the event that, after the Company has received an unsolicited written Acquisition Proposal (without breaching its obligations under the foregoing sentence) prior to the consummation of the Offer, the Special Committee determines, in good faith and PROVIDED FURTHER, HOWEVERbased upon the advice of its financial advisor and legal counsel, that nothing contained it is required to take such action in order to comply with its fiduciary duties under applicable law, the Special Committee may do any or all of the following: (x) withdraw or modify the Board's approval or recommendation of this Agreement shall prohibit Agreement, the Company Offer or its Board of Directors from taking the Merger, and disclosing disclose to the Company's stockholders a position with respect to a tender offer contemplated by a third party pursuant to Rules 14d-9 and Rule 14e-2(a) promulgated under the Exchange Act. The Company will promptly notify Parent Act or otherwise make disclosure to them, (y) approve or recommend an Acquisition Proposal and Sub if (z) terminate this Agreement, PROVIDED, HOWEVER, that (A) prior to taking any such information is requested from it or any such negotiations or discussions are sought to be initiated with the Company and will promptly communicate to Parent and Sub the terms of any proposal or inquiry and the identity of the party making such proposal or inquiry which it may receive in respect of any such transaction, including, in the case of written proposals or inquiries, furnishing Parent and Sub with a copy of such written proposal or inquiry (and all amendments and supplements thereto). Subject to the first sentence of this Section 6.02foregoing actions, the Company will shall have paid Acquisition the amounts payable pursuant to Section 8.03 hereof and will cause its Subsidiaries(B) prior to taking the action described in clause (z) above, affiliates the Special Committee shall have given Acquisition at least two business days' notice (which shall be in writing) that the Special Committee intends to terminate this Agreement and their respective officers, directors, employees, representatives and agents provided Acquisition with a reasonable opportunity to immediately cease and cause to be terminated any existing activities, discussions, or negotiations with any parties other than Parent, Sub or any of their respective affiliates or associates conducted heretofore with respect respond to any such Acquisition Transaction. Except as is required in the exercise of the fiduciary duties of the Board of Directors of the Company as determined in good faith, following the receipt of advice of outside legal counsel, the Company agrees not to release any third party from any confidentiality or standstill agreement to which the Company is a party without Parent's prior written consent and to take all steps deemed necessary or appropriate by Parent to enforce to the fullest extent possible all such agreementsProposal.