Common use of No Solicitation Clause in Contracts

No Solicitation. (a) The Company shall not, nor shall it permit any of its Subsidiaries to, or authorize or permit any director, officer or employee of the Company or any of its Subsidiaries or any investment banker, attorney, accountant or other advisor or representative of the Company or any of its Subsidiaries to, directly or indirectly, (i) solicit, initiate, negotiate or encourage, or take any other action knowingly to facilitate, any Takeover Proposal (as defined below) 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 cooperate in any way with, any Takeover Proposal, in each case other than a Takeover Proposal made by Parent; provided, however, that 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 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 substantially concurrent basis to Parent, and (y) participate in discussions or negotiations with the person making such Takeover Proposal (and its representatives) regarding such Takeover Proposal, provided that the Company shall have delivered to Parent prior written notice advising Parent that it intends to participate in such discussions or negotiations. The Company will immediately cease all existing activities, discussions and negotiations with any parties conducted heretofore with respect to any Takeover Proposal and request the return of all confidential information regarding the Company and ELF provided to any such parties prior to the date hereof pursuant to the terms of any confidentiality agreements or otherwise.

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, nor and shall it permit any of its Subsidiaries to, or not authorize or permit any director, officer or employee of the Company or any of its Subsidiaries or any investment banker, attorney, accountant or other advisor or representative of the Company or any of its Subsidiaries Representative to, directly or indirectly, (i) solicit, initiateinitiate or knowingly encourage an Acquisition Proposal, negotiate or encourage, or take any other action knowingly to facilitate, any Takeover Proposal (as defined below) or (ii) enter into, continue furnish or otherwise participate in any discussions or negotiations regarding, or furnish disclose to any person any Third Party non-public information with respect to, or otherwise cooperate in any way with, any Takeover to an Acquisition Proposal, (iii) negotiate or engage in each case other than a Takeover substantive discussions with any Third Party with respect to an Acquisition Proposal made by Parentor (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 obtaining approval the consummation of the Company's shareholders as contemplated by Section 6.02 hereof, the Board of Directors of the Company mayOffer, in response to a bona fide written Takeover Acquisition Proposal that such was not solicited by the Company, its Subsidiaries or any Company Representative and which the Company Board of Directors reasonably determines in good faith faith, after consulting with its financial advisors and legal counsel, constitutes, or is reasonably likely to result in an Adverse Recommendation Change (as defined below) orconstitute, after consultation with its independent financial advisors, constitutes a Superior Proposal Proposal, the Company may (as defined below), and which Takeover Proposal was unsolicited and did not otherwise result from a breach of this Section 6.04, (xA) furnish information with respect to the Company and its Subsidiaries to the person Person making such Takeover Acquisition Proposal (and its officers, directors, employees, accountants, consultants, legal counsel, advisors, agents and other 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 substantially concurrent basis to Parent, and (yB) participate in discussions or negotiations with with, and provided draft documents and agreements to, the person Person making such Takeover Acquisition Proposal (and its officers, directors, employees, accountants, consultants, legal counsel, advisors, agents and other representatives) regarding such Takeover Acquisition Proposal, provided that the Company shall have delivered if (prior to Parent prior written notice advising Parent that it intends to participate in furnishing such information to, or entering into such discussions or negotiations. The negotiations with, such Person) the Company will immediately cease (A) provides reasonable notice to Parent to the effect that it is furnishing information to, or entering into discussions or negotiations with, such Person, (B) provides Parent with all existing activitiesinformation to be provided to such Person which Parent has not previously been provided, discussions and negotiations (C) receives from such Person an executed confidentiality agreement reasonably satisfactory to the Company Board with terms, as a whole, that are no less favorable to the Company than those contained in the Confidentiality Agreement. (b) Except as set forth in this Section 8.8(b), the Company Board shall not (i) withdraw or modify, or propose to withdraw or modify, in a manner adverse to Parent, the Company Recommendation, (ii) approve or recommend, or propose to approve or recommend, any parties conducted heretofore Acquisition Proposal or (iii) enter into any agreement (whether or not binding) or agreement in principle with respect to any Takeover Acquisition Proposal (other than a confidentiality agreement referred to in Section 8.8(a)). Notwithstanding the foregoing, prior to consummation of the Offer, in response to the receipt of an unsolicited Acquisition Proposal, if the Company Board (A) reasonably determines in good faith after consultation with its legal counsel and financial advisors that such Acquisition Proposal is a Superior Proposal and request (B) determines in good faith after consultation with its legal counsel that failure to take such action would be inconsistent with its fiduciary duties to the return shareholders of all confidential information regarding the Company under applicable law, then the Company Board may approve and ELF recommend such Superior Proposal and, in connection with such approval and recommendation, withdraw, or modify or change in a manner adverse to Parent, the Company Recommendation (either, a “Company Recommendation Change”); provided, however, that no Company Recommendation Change shall be valid or effective until (i) the Company has provided written notice to any Parent advising Parent that the Company Board has received a Superior Proposal, specifying in writing all of the terms and conditions of such parties prior Superior Proposal and the identity of the Person making such Superior Proposal and, (ii) Parent does not make, within three (3) Business Days after receipt of such notice from the Company, an offer that the Company Board reasonably determines in good faith, after consultation with its financial and legal advisors, is at least as favorable to the date hereof pursuant holders of Company Common Stock as the Superior Proposal and during such three (3) Business Day period the Company reasonably considers and discusses in good faith all proposals submitted by Parent and, without limiting the foregoing, causes its financial advisors and legal advisors as requested by Parent to reasonably consider and discuss with Parent and its representatives such proposals in good faith. In the event that the Company enters into a definitive agreement with a Third Party with respect to a Superior Proposal and in connection therewith this Agreement is terminated, then, notwithstanding anything to the terms contrary in the standstill provisions of the Confidentiality Agreement, Parent shall be entitled to present an Acquisition Proposal to the Company Board (it being understood that except as modified hereby such standstill provisions shall remain in full force and effect). (c) Nothing contained in this Agreement shall prohibit the Company or the Company Board from (i) taking and disclosing to the shareholders of the Company a position contemplated by Rule 14e-2 promulgated under the Exchange Act or (ii) making any confidentiality agreements or otherwisedisclosure to the shareholders of the Company if the Company Board determines in good faith that such disclosure is required by applicable law. (d) As used in this Agreement:

No Solicitation. (a) The Company Unless and until this Agreement shall nothave been terminated pursuant to ARTICLE 7 neither Parent nor its officers, nor shall it permit any of its Subsidiaries todirectors, stockholders or authorize or permit any director, officer or employee of the Company or any of its Subsidiaries or any investment banker, attorney, accountant or other advisor or representative of the Company or any of its Subsidiaries toagents shall, directly or indirectly, (i) solicit, initiate, negotiate or encourage, solicit or take any other action knowingly to facilitate, any Takeover Proposal (as defined below) or (ii) enter into, continue or otherwise participate in any initiate discussions or negotiations regardingwith, or furnish to any person any engage in negotiations or discussions with, or provide non-public information with respect to, any Person or otherwise cooperate in group of Persons concerning any way withmerger, any Takeover Proposal, in each case sale of capital stock (other than a Takeover Proposal made by Parentthe Private Placement Offering), sale of substantial assets or other business combination; provided, however, that at any time prior Parent may engage in such discussion and provide such non-public information (subject to obtaining approval confidentiality agreements) in response to an unsolicited proposal from an unrelated party if the Board of Directors of Parent determines, in good faith, after consultation with counsel, that the failure to engage in such discussions and provide such non-public information (subject to obtaining confidentiality agreements) may constitute a breach of the Company's shareholders as contemplated by Section 6.02 hereoffiduciary or legal obligations of the Board of Directors of Parent. Parent will promptly advise the Company if it receives a proposal or inquiry with respect to the matters described above. Unless and until this Agreement shall have been terminated pursuant to ARTICLE 7, neither the Company nor its officers, directors or agents shall, directly or indirectly, encourage, solicit or initiate discussions or negotiations with, or engage in negotiations or discussions with, or provide non-public information to, any Person or group of Persons concerning any merger, sale of common stock (other than the Private Placement Offering), sale of substantial assets or other business combination; provided, however, that the Company may engage in such discussion in response to any unsolicited proposal from an unrelated party if the Board of Directors of the Company maydetermines, 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) orfaith, after consultation with its independent financial advisorscounsel, constitutes a Superior Proposal that the failure to engage in such discussions and provide such non-public information (as defined below), and which Takeover Proposal was unsolicited and did not otherwise result from subject to obtaining confidentiality agreements) may constitute a breach of this Section 6.04, (x) furnish information the fiduciary or legal obligations of the Board of Directors of the Company. The Company will promptly advise Parent if it receives a proposal or inquiry 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 substantially concurrent basis to Parent, and (y) participate in discussions or negotiations with the person making such Takeover Proposal (and its representatives) regarding such Takeover Proposal, provided that the Company shall have delivered to Parent prior written notice advising Parent that it intends to participate in such discussions or negotiations. The Company will immediately cease all existing activities, discussions and negotiations with any parties conducted heretofore with respect to any Takeover Proposal and request the return of all confidential information regarding the Company and ELF provided to any such parties prior to the date hereof pursuant to the terms of any confidentiality agreements or otherwisematters described above.

No Solicitation. (a) The During the Pre-Closing Period, Company shall not, nor directly or indirectly, and the Company shall it permit use commercially reasonable efforts to ensure that its Subsidiaries and the respective Representatives of the Symyx Corporations do not, directly or indirectly: (i) solicit, initiate, knowingly encourage or knowingly facilitate the making, submission or announcement of any Company Acquisition Proposal; (ii) furnish any information regarding any of its Subsidiaries the Symyx Corporations to any Person in connection with or in response to any Company Acquisition Proposal; (iii) engage in discussions or negotiations with any Person relating to, or authorize that prior to such discussions or negotiations would reasonably be expected to give rise to, any Company Acquisition Proposal; (iv) approve, endorse or recommend any Company Acquisition Proposal; or (v) enter into any letter of intent or similar document or any Contract contemplating or otherwise relating to any Company Acquisition Transaction; provided, however, that prior to the Acceptance Date, this Section 5.03(a) shall not prohibit the Company from furnishing information regarding the Symyx Corporations to, or entering into discussions and negotiations with, any Person if: (A) the Company shall have received from such Person a bona fide Company Acquisition Proposal that, after consultation with a financial advisor of nationally recognized reputation and outside legal counsel, the Company Board determines in good faith is, or would reasonably be expected to result in, a Company Superior Offer (and such proposal has not been withdrawn); (B) such Company Acquisition Proposal did not result from any breach of, or any action inconsistent with, any of the provisions set forth in this Section 5.03(a); (C) the Company Board concludes in good faith, after having consulted with its outside legal counsel, that failure to take such action would reasonably be expected to constitute a breach of the fiduciary duties of the Company Board to the Company’s stockholders under applicable law; (D) at least four Business Days prior to furnishing any 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 information to, or enter into discussions with, such Person, and the Company receives from such Person an executed confidentiality agreement containing provisions (including nondisclosure provisions, use restrictions and non-solicitation provisions) at least as favorable to the Company as the provisions of the Confidentiality Agreement as in effect immediately prior to the execution of this Agreement (provided, however, that no such confidentiality agreement need include “standstill” provisions); and (E) at least four Business Days prior to furnishing any information to such Person, the Company furnishes such information to Parent (to the extent such information has not been previously furnished by the Company to Parent or Made Available to Parent). Without limiting the foregoing, any violation of the restrictions contained in this Section 5.03(a) by any Subsidiary or Representative of the Company shall be deemed a breach of this Section 5.03(a) by the Company. (b) During the Pre-Closing Period, the Company shall promptly (and in no event later than 24 hours) after receipt of any Company Acquisition Proposal: (i) advise Parent orally and in writing of any such Company Acquisition Proposal (including the identity of the Person making or submitting such Company Acquisition Proposal and the terms thereof) that is made or submitted by any Person during the Pre-Closing Period, and (ii) provide to Parent a copy of any written Company Acquisition Proposal and a copy of all written materials (including copies of any written materials received via e-mail or other electronic medium) received by the Company in connection with such Company Acquisition Proposal. The Company shall keep Parent reasonably informed with respect to: (A) the status of any such Company Acquisition Proposal, and (B) the status and terms of any material modification or proposed material modification thereto. The Company shall provide Parent with 48 hours prior notice (or such lesser notice as is provided to the members of the Company Board) of any meeting of the Company Board at which the Company Board is reasonably expected to consider any Company Acquisition Proposal. (c) Subject to Section 5.03(a) the Company shall, and shall cause its Representatives to, immediately cease and cause to be terminated any discussions existing as of the date of this Agreement with any Person that relate to any Company Acquisition Proposal. (d) The Company agrees not to release or permit the release during the Pre-Closing Period of any directorPerson from, officer or employee to waive or permit the waiver of any provision of, any confidentiality, non-solicitation, no hire, “standstill” or similar Contract to which the Company or any of its Subsidiaries is a party or any investment banker, attorney, accountant or other advisor or representative of under which the Company or any of its Subsidiaries tohas any rights, directly and will use its commercially reasonable efforts during the Pre-Closing Period to cause each such agreement to be enforced at the request of Parent. (e) Notwithstanding anything to the contrary contained in Section 5.03 or indirectlyelsewhere in this Agreement, at any time prior to the Acceptance Time, the Company Board may: (1) approve, endorse or recommend any Company Acquisition Proposal; and (2) refuse to reaffirm the Board Recommendation, refuse to publicly state that the Offer, the Merger and this Agreement are in the best interest of the Company’s stockholders or refuse to issue a press release announcing its opposition to a Company Acquisition Proposal (each of the foregoing actions described in clauses “(1),” and “(2)” being referred to as a “Company Change in Recommendation”): (i) solicitif: (A) an unsolicited Company Acquisition Proposal is made to the Company and is not withdrawn; (B) the Company Board determines in its good faith judgment, initiateafter consulting with a financial advisor of nationally recognized reputation and outside legal counsel, negotiate or encouragethat such Company Acquisition Proposal constitutes a Company Superior Offer; (C) at least four Business Days prior to a Company Change in Recommendation, or take any other action knowingly the Company provides Parent written notice of the Company Board’s intention to facilitatedetermine that such Company Acquisition Proposal is a Company Superior Offer; and (D) the Company Board determines in good faith, any Takeover Proposal (as defined below) or after having consulted with its outside legal counsel, that, in light of such Company Superior Offer, a failure to affect a Company Change in Recommendation could reasonably be expected to constitute a breach of the fiduciary duties of the Company Board to the Company’s stockholders under applicable law; or (ii) enter intoif: (A) other than the development or circumstances contemplated by the preceding clause (i) of this Section 5.03(e), continue a material development or otherwise participate change in any discussions circumstances occurs or negotiations regarding, or furnish arises after the date of this Agreement that was neither known to any person Symyx Corporation or any information with respect to, Representative of any Symyx Corporation nor reasonably foreseeable to any Symyx Corporation as of the date of this Agreement (such material development or otherwise cooperate change in any way with, any Takeover Proposal, in each case other than circumstances being referred to as a Takeover Proposal made by Parent“Company Intervening Event”); provided, however, that in no event shall the receipt, existence of or terms of a Company Acquisition Proposal or a Company Superior Offer or any inquiry relating thereto or the consequences thereof constitute a Company Intervening Event; (B) at any time least four Business Days prior (or such or such lesser notice as is provided to obtaining approval of the Company's shareholders as contemplated by Section 6.02 hereof, the Board of Directors members of the Company mayBoard) to any meeting of the Company Board at which the Company Board will consider whether such Company Intervening Event requires the Company Board to effect, or cause the Company to effect, a Company Change in response to Recommendation, the Company provides Parent with a bona fide written Takeover Proposal that notice specifying the date and time of such meeting; and (C) the Company Board of Directors reasonably determines in good faith is reasonably likely to result in an Adverse Recommendation Change (as defined below) orfaith, after consultation having consulted with its independent financial advisorsoutside legal counsel, constitutes that, in light of such Company Intervening Event, a Superior Proposal (as defined below), and which Takeover Proposal was unsolicited and did not otherwise result from failure to make a Company Change in Recommendation could reasonably be expected to constitute a breach of this Section 6.04, (x) furnish information with respect the fiduciary duties of the Company Board 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 substantially concurrent basis to Parent, and (y) participate in discussions or negotiations with the person making such Takeover Proposal (and its representatives) regarding such Takeover Proposal, provided that the Company shall have delivered to Parent prior written notice advising Parent that it intends to participate in such discussions or negotiations. The Company will immediately cease all existing activities, discussions and negotiations with any parties conducted heretofore with respect to any Takeover Proposal and request the return of all confidential information regarding the Company and ELF provided to any such parties prior to the date hereof pursuant to the terms of any confidentiality agreements or otherwiseCompany’s stockholders under applicable law.

No Solicitation. (a) The Company During the term of this Agreement, the Stockholders shall not, nor shall it they permit any of its their Subsidiaries or any officer or employee of any Stockholder or any of their Subsidiaries to, nor shall they authorize any director of, or authorize any Representative (as defined in the Merger Agreement) of, any Stockholder or permit any directorof their Subsidiaries to, officer or employee and shall instruct each of them not to, except, if any of them is a director of the Company or any of its Subsidiaries or any investment bankerStockholder, attorneyas the case may be, accountant or other advisor or representative as required in order to comply with such individual’s fiduciary duties as a director of the Company or any of its Subsidiaries toStockholder, as the case may be, as specifically permitted by Section 3.06, directly or indirectly, : (i) solicit, initiate, negotiate initiate or encourage, knowingly induce or take any other action knowingly to facilitateencourage the submission of, any Company Takeover Proposal (as defined below) or hereinafter defined); (ii) enter into any letter of intent or agreement in principle or any agreement providing for, relating to or in connection with, any Company Takeover Proposal or any proposal that could reasonably be expected to lead to a Company Acquisition Transaction (as hereinafter defined); (iii) approve, endorse or recommend any Company Takeover Proposal; (iv) enter into, continue or otherwise participate in any discussions or negotiations regarding, or furnish with any Person with respect to any person Company Takeover Proposal; or (v) furnish any non-public information with respect regarding the Company or any of its Subsidiaries to, or otherwise cooperate in any way withafford access to the properties, books and records of the Company to, any Person in connection with or in response to any Company Takeover Proposal, in each case other than a Takeover Proposal made by Parent; provided, however, that at nothing contained in this Agreement shall prohibit any time Stockholder or its board of directors, directly or indirectly through any of its officers, directors, employees or Representatives, prior to obtaining approval the Manchester Shareholder Approval, from taking any of the Company's shareholders as contemplated by Section 6.02 hereof, the Board of Directors of the Company may, actions described in clauses (iv) and (v) above in response to a any unsolicited bona fide written Company Takeover Proposal that such Board the board of Directors reasonably determines directors of Manchester concludes in good faith is reasonably likely to result in an Adverse Recommendation Change (as defined below) orfaith, after consultation with its independent outside financial advisors, constitutes or is reasonably expected to result in, a Superior Proposal (as defined below)hereinafter defined) if (and only if) (1) the board of directors of Manchester concludes in good faith, and which after consultation with its outside legal counsel, that the failure to take such action with respect to such Company Takeover Proposal was unsolicited would be inconsistent with the exercise by the board of directors of its fiduciary duties to Manchester (including to the shareholders of Manchester) under applicable Law and did not otherwise result from a breach of this Section 6.04(2) prior to furnishing any non-public information to, or entering into discussions or negotiations with, the Person making such Company Takeover Proposal (the “Third Party”), (x) furnish the Stockholders receive from such Third Party an executed confidentiality agreement with provisions not less favorable to the Stockholders or the Company than those contained in the Confidentiality Agreement (as defined in the Merger Agreement) and (y) the Stockholders provide to Emerald and the Company in accordance with Section 3.04(b) the information required under Section 3.04(b) to be delivered by the Stockholders to Emerald. The Stockholders agree that they and their Subsidiaries shall not enter into any confidentiality agreement with any Person subsequent to the date of this Agreement that prohibits the Stockholders from providing information to the Company and Emerald that is required to be provided to the Company or Emerald under this Section 3.04. (b) The Stockholders shall promptly, and in any event no later than twenty-four (24) hours after they receive any Company Takeover Proposal, or any written request for non-public information regarding the Company or any of its Subsidiaries in connection with a Company Takeover Proposal, advise the Company and Emerald orally and in writing of such Company Takeover Proposal or request, including providing the identity of the Person making or submitting such Company Takeover Proposal or request, and, (i) if it is in writing, a copy of such Company Takeover Proposal and any related draft agreements and any other written material and (ii) if oral, a reasonably detailed summary thereof that is made or submitted by such Person. The Stockholders shall keep Emerald and the Company informed in all material respects on a prompt basis of the status and details of any such Company Takeover Proposal or with respect to any change to the material terms of any such Company Takeover Proposal. The Stockholders agree that, subject to restrictions under Laws applicable to the Stockholders and their Subsidiaries, they shall promptly provide to Emerald any non-public information concerning the Company and its Subsidiaries that the Stockholders provide to the person making such any Third Party in connection with any Company Takeover Proposal which was not previously provided to Emerald. (and its representativesc) pursuant to a confidentiality agreement with terms not more favorable to such person than Immediately following the Confidentiality execution of this Agreement, provided that all such information is provided on a prior or substantially concurrent basis to Parentthe Stockholders shall, and (y) participate in shall cause their Subsidiaries and their and their Subsidiaries’ respective officers, directors and employees, and shall cause their and their Subsidiaries’ respective Representatives to, immediately cease and terminate any activities, discussions or negotiations with existing as of the person making such Takeover Proposal (date of this Agreement between the Stockholders or any of their Subsidiaries or any of their respective officers, directors, employees or Representatives, on the one hand, and its representatives) regarding such Takeover Proposalany other Person, provided that on the Company shall have delivered to Parent prior written notice advising Parent that it intends to participate in such discussions or negotiations. The Company will immediately cease all existing activitiesother hand, discussions and negotiations with any parties conducted heretofore with respect to any Company Takeover Proposal Proposal. (d) For purposes of this Agreement, (x) a “Company Takeover Proposal” means any inquiry, offer or proposal by any Person (other than Emerald) relating to any Company Acquisition Transaction, (y) a “Company Acquisition Transaction” means any transaction or series of related transactions other than the Merger or as contemplated by the Framework Agreement involving: (i) any acquisition or purchase from the Stockholders, the Company or both the Stockholders and request the return Company by any Person of all confidential information regarding 20% or more of the total outstanding voting securities of the Company or any of its Subsidiaries; (ii) any tender offer or exchange offer that if consummated would result in any Person beneficially owning 20% or more of the total outstanding voting securities of the Company or any of its Subsidiaries; (iii) any merger, consolidation, business combination, recapitalization or similar transaction involving the Company pursuant to which the stockholders of the Company immediately preceding such transaction hold less than 80% of the equity interests in the surviving or resulting entity of such transaction; (iv) any direct or indirect acquisition of any business or businesses or of assets (including equity interests in any Subsidiary) that constitute or account for 20% or more of the consolidated net revenues, net income or assets (based on the fair market value thereof) of the Company and ELF provided its Subsidiaries, taken as a whole; or (v) any liquidation or dissolution of the Company or any of its Subsidiaries, and (z) a “Superior Proposal” means an unsolicited, bona fide written Company Takeover Proposal to any such parties prior acquire at least (a) 50% of the outstanding voting securities of the Company or (b) 50% of the assets of the Company and its Subsidiaries, taken as a whole, in each case on terms that, in the reasonable good faith judgment of the board of directors of Manchester, after consultation with its outside financial advisors and its outside legal counsel, is more favorable to the date hereof pursuant shareholders of Manchester than the Coniston Transaction and the other transactions contemplated by the Framework Agreement, taking into account any proposal by Emerald or the Company, as applicable, to amend or modify the terms of any confidentiality agreements the Merger Agreement or otherwisethe Framework Agreement that are committed to in writing, after taking into account such factors, including terms, conditions, timing, likelihood of consummation, legal, financial, regulatory and other aspects of such proposal, and the Person making such proposal, in each case as deemed relevant by the board of directors of Manchester.

No Solicitation. (a) The From the date of this Agreement until the Effective Time or the termination of this Agreement pursuant to its terms, the Company shall not, nor shall agrees that it will not and will not permit any of its Subsidiaries toSubsidiaries, or authorize any of its or permit their officers, directors, employees, representatives, agents, or Affiliates, including, without limitation, any directorinvestment banker, officer attorney or employee of accountant retained by the Company or any of its Subsidiaries or any investment banker(collectively, attorney, accountant or other advisor or representative of the Company or any of its Subsidiaries “Representatives”) to, directly or indirectly, (i) initiate, solicit, initiateencourage or otherwise facilitate (including by way of furnishing information or otherwise), negotiate any inquiries or encouragethe making of any proposal or offer that constitutes, or take any other action knowingly may reasonably be expected to facilitate, any Takeover lead to an Acquisition Proposal (as defined below) ), or (ii) enter into, into or maintain or continue or otherwise participate in any discussions or negotiations regardingnegotiate with any Person in furtherance of such inquiries or to obtain an Acquisition Proposal, or furnish (iii) agree to, approve, recommend, or endorse any Acquisition Proposal, or resolve, agree or publicly propose to take any such action and the Company shall promptly notify Acquiror of any such inquiries and proposals received by the Company or any of its Subsidiaries or Representatives, relating to any person any information with respect toof such matters, or otherwise cooperate in any way with, any Takeover Proposal, in each case other than a Takeover Proposal made by Parent; provided, however, that at any time prior to obtaining approval of the Company's shareholders as contemplated by Section 6.02 hereofCompany Requisite Stockholder Vote, the Company Board of Directors of (and the Company Special Committee) may, in response to a bona fide written Takeover Acquisition Proposal that such the Company Board (upon the recommendation of Directors reasonably determines the Company Special Committee) determines, in good faith is reasonably likely to result in an Adverse Recommendation Change (as defined below) orfaith, after consultation with its independent outside counsel and financial advisors, constitutes constitutes, or could reasonably be expected to lead to, a Superior Proposal (as defined below)Proposal, and which Takeover Acquisition Proposal was unsolicited and did not otherwise result from a breach of this Section 6.045.3(a), (x) provide access or furnish information with respect to the Company and its Subsidiaries to the person Person making such Takeover Acquisition Proposal (and its representatives) pursuant to a customary 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 substantially concurrent basis to Parent, and (y) participate engage in discussions or negotiations with the person Person making such Takeover Acquisition Proposal (and its representatives) regarding such Takeover Acquisition Proposal; provided further, provided that however, that, subject to the right of the Company shall have delivered to Parent prior written notice advising Parent that it intends to participate in withhold information where such discussions disclosure would violate or negotiations. The Company will immediately cease all existing activitiesprejudice the rights of its or its Subsidiaries’ clients, discussions and negotiations with any parties conducted heretofore with respect to any Takeover Proposal and request jeopardize the return attorney-client privilege of all confidential information regarding the Company and ELF provided to or its Subsidiaries or contravene any such parties law or binding agreement entered into prior to the date hereof pursuant of this Agreement, the Company shall promptly provide to Acquiror any non-public information that is provided to the terms Person making such Acquisition Proposal or its representatives which was not previously provided to Acquiror. The Company shall also, within one Business Day, notify Acquiror of the receipt of any confidentiality agreements Acquisition Proposal and the material terms and conditions thereof. Further, the Company shall promptly keep Acquiror advised on a substantially current basis of any developments relating to any such Acquisition Proposal. (b) For purposes of this Agreement, “Acquisition Proposal” means an offer or otherwiseproposal regarding any of the following (other than the transactions contemplated by this Agreement) including the Company or its Subsidiaries: (i) any merger, reorganization, consolidation, share exchange, recapitalization, business combination, liquidation, dissolution, or other similar transaction involving, or, an acquisition in any manner of, all or any significant portion of the assets or any significant equity interest of, the Company or any of its Subsidiaries, in a single transaction or series of related transactions which would reasonably be expected to interfere with the completion of the Merger; or (ii) any tender offer or exchange offer for any outstanding shares of capital stock of the Company or the filing of a registration statement under the Securities Act in connection therewith.

No Solicitation. From the date hereof until the Control Time: (a) The Company shall, and shall cause its subsidiaries and its and their respective officers, trustees, directors, employees, representatives and agents to, immediately cease any discussions or negotiations with any parties that may be ongoing with respect to a Takeover Proposal, and request the return or destruction of all confidential information regarding the Company and its subsidiaries provided to any such persons on or prior to the date of this Agreement pursuant to the terms of any confidentiality agreements or otherwise. The Company shall not, nor and shall it permit any of cause its Subsidiaries tosubsidiaries and its and their respective officers, or authorize or permit any directortrustees, officer or employee of the Company or any of its Subsidiaries or any investment bankerdirectors, attorneyemployees, accountant or other advisor or representative of the Company or any of its Subsidiaries representatives and agents not to, directly or indirectly, (i) solicit, initiate, negotiate initiate or encourageencourage (including by way of furnishing information), or take any other action knowingly designed or reasonably likely to facilitatefacilitate or encourage, any inquiries or the making of any proposal that constitutes, or is reasonably expected to lead to, any Takeover Proposal (as defined below) 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 cooperate in any (including by way with, of furnishing information) regarding any Takeover Proposal, in each case other than a Takeover Proposal made by Parent; provided, however, that if, at any time prior to obtaining approval the Control Date, a majority of the board of trustees of the Company determines in good faith, after consultation with outside counsel and the Company Financial Advisor or other financial advisor of nationally recognized reputation selected by the Company's shareholders as contemplated by Section 6.02 hereof, the Board of Directors of that such Takeover Proposal constitutes or is reasonably likely to result in a Superior Proposal the Company may, in response to a bona fide written such Takeover Proposal that such Board of Directors reasonably determines in good faith is reasonably likely was not solicited subsequent 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)the date hereof, and which Takeover Proposal was unsolicited and did not otherwise result from a breach of subject to compliance with this Section 6.046.2, (x) furnish information with respect to the Company and its Subsidiaries subsidiaries to the person making such Takeover Proposal (and its representatives) pursuant to a confidentiality and standstill agreement with terms not more favorable to such person no less restrictive on the other party than the Confidentiality Agreement, provided that all such information is provided on a prior or substantially concurrent basis to Parent, Agreement and (y) participate in discussions or negotiations regarding such Takeover Proposal. (b) Except as set forth in this Section 6.2, neither the board of trustees of the Company nor any committee thereof shall (i) withdraw or modify, or publicly propose to withdraw or modify, the approval or recommendation by such board of trustees or such committee of the Offer or the Merger of this Agreement, (ii) approve or recommend or take no position with respect to, or publicly propose to approve or recommend or take no position with respect to, any Takeover Proposal or (iii) cause the Company to enter into any agreement related to any Takeover Proposal (other than a confidentiality and standstill agreement with respect to a Takeover Proposal as contemplated by Section 6.2(a)). Notwithstanding the foregoing, if prior to the Control Date the board of trustees of the Company determines in good faith, after consultation with outside counsel and the Company Financial Advisor or other financial advisor of nationally recognized reputation selected by the Company, that such a Takeover Proposal constitutes a Superior Proposal, the board of trustees of the Company may, if such Superior Proposal was not solicited subsequent to the date hereof, (x) withdraw or modify its approval or recommendation of the Offer or the Merger or this Agreement or (y) subject to the provisions of Section 8.1(d) hereof, terminate this Agreement, but in each such case only at a time that is after the fifth business day following delivery of written notice to Parent advising Parent that the board of trustees of the Company has received a Superior Proposal, specifying the material terms and conditions of such Superior Proposal and identifying the person making such Superior Proposal, and only if the Company is in compliance with this Section 6.2. (c) For purposes of this Agreement, “Takeover Proposal“ means any inquiry, proposal, offer or expression of interest by any third party relating to a merger, consolidation or other business combination involving the Company or any subsidiary of the Company, or any purchase of more than 20% of the consolidated assets of the Company (including the shares and assets of its subsidiaries) or the Shares or the issuance of any securities (or rights to acquire securities) of the Company or any subsidiary of the Company, or any similar transaction, or any agreement, arrangement or understanding requiring the Company to abandon, terminate or fail to consummate the Merger or any other transaction contemplated by this Agreement. Any material modification of a Takeover Proposal (including any modification of the economic terms) shall constitute a new Takeover Proposal. For purposes of this Agreement, a “Superior Proposal“ means any bona fide Takeover Proposal for a transaction in which all of the shares or all or substantially all of the assets of the Company would be acquired by a third party, including by merger, consolidation or other business combination on terms that a majority of the board of trustees of the Company determines in good faith (after consultation with outside counsel and its representativesthe Company Financial Advisor or other financial advisor of nationally recognized reputation selected by the Company) regarding would be more favorable to the Company’s shareholders, from a financial point of view, than the Offer and the Merger (taking into account any changes to the Offer and the Merger proposed by Parent in response to the receipt by the Company of such Superior Proposal) and which is not subject to any material contingency, including any contingency related to financing, unless, the board of trustees of the Company determines in good faith that such contingency is reasonably capable of being satisfied, and that is otherwise reasonably capable of being consummated in a timely fashion. (d) The Company shall immediately advise Parent orally and in writing of any request for information or of any Takeover Proposal, provided the material terms and conditions of such request or Takeover Proposal and the identity of the person making such request or Takeover Proposal. The Company will promptly (but in any event within 24 hours) inform Parent of any material change in the details (including amendments or proposed amendments) of any such request or Takeover Proposal. (e) Nothing contained in this Section 6.2 shall prohibit the Company from taking and disclosing to its shareholders a position contemplated by Rule 14e-2 or Rule 14d-9 promulgated under the Exchange Act or from making any disclosure to the Company’s shareholders if the board of trustees of the Company determines in good faith, after consultation with outside counsel, that failure so to disclose would be inconsistent with applicable law; provided, however, that neither the Company nor its board of trustees nor any committee thereof shall, except as specifically permitted by Section 6.2(b), withdraw or modify, or publicly propose to withdraw or modify, its position with respect to the Offer and the Merger or this Agreement or approve or recommend, or propose to approve or recommend, a Takeover Proposal. (f) The Company agrees that the Company, its subsidiaries and any of the officers, directors, and trustees of the Company or its subsidiaries shall, and that the Company shall have delivered to Parent prior written notice advising Parent that cause the Company’s and its subsidiaries’ employees, agents and representatives (including any investment banker, attorney or accountant retained by it intends to participate in such discussions or negotiations. The any of the Company will Subsidiaries) to, immediately cease all existing and cause to be terminated any activities, discussions and or negotiations existing as of the date of this Agreement with any parties conducted heretofore with respect to any Takeover Proposal. The Company shall, and shall cause its subsidiaries to, promptly request each person that has executed a confidentiality agreement in connection with its consideration of a possible Takeover Proposal and request to return (or, if required under the return provisions of the confidentiality agreement, destroy) all confidential information regarding previously furnished to such person. The Company will, and will cause its subsidiaries to, promptly inform its and their trustees, directors, officers, key employees, agents and representatives of the Company and ELF provided to any such parties prior to the date hereof pursuant to the terms of any confidentiality agreements or otherwiseobligations undertaken in this Section 6.2.

No Solicitation. (a) The Company shall immediately cease any discussions or negotiations with any parties that may be ongoing with respect to a Takeover Proposal (as defined below). From the date hereof, the Company shall not, nor shall it permit any of its Subsidiaries subsidiaries to, or nor shall it authorize or permit any directorof its officers, directors or employees or any affiliate, investment banker, financial advisor, attorney, accountant or other representative retained by it or any of its subsidiaries to, directly or 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 inquiries or the making of any proposal which constitutes, or may reasonably be expected to lead to, any Takeover Proposal or (ii) participate in any discussions or negotiations regarding any Takeover Proposal; provided, -------- however, that if, prior to the Expiration Date and following the receipt of a ------- Superior Proposal (as hereinafter defined) or a proposal which is reasonably expected to lead to a Superior Proposal that was unsolicited and made after the date hereof in circumstances not otherwise involving a breach of this Agreement, the Board of Directors of the Company determines in good faith, after considering applicable provisions of state law and after consultation with outside counsel, that a failure to do so would constitute a breach of its fiduciary duties to the Company's stockholders under applicable law, the Company may, in response to such Takeover Proposal and subject to compliance with Section 5.2(c), (x) furnish information with respect to the Company to the party making such Takeover Proposal pursuant to a customary confidentiality agreement, provided that (i) such confidentiality agreement must not be less favorable to the Company than the confidentiality agreement between Parent and the Company, dated as of May 17, 2000 (the "Confidentiality Agreement"), and may not include any provision calling for an exclusive right to negotiate with the Company and (ii) the Company advises Parent of all such nonpublic information delivered to such person concurrently with its delivery to the requesting party, and (y) participate in discussions and negotiations with such party regarding such Takeover Proposal. It is agreed that any violation of the restrictions set forth in the preceding sentence by any executive officer or employee of the Company or any of its Subsidiaries subsidiaries or any affiliate, director or investment banker, attorney, accountant attorney or other advisor or representative of the Company or any of its Subsidiaries tosubsidiaries, directly or indirectlyshall be deemed to be a breach of this Section 5.2(a) by the Company. (b) Except as expressly permitted in this Section 5.2, neither the Board of Directors of the Company nor any committee thereof shall (i) solicit, initiate, negotiate withdraw or encouragemodify, or take any other action knowingly propose publicly to facilitatewithdraw or modify, in a manner adverse to Parent, the approval, determination of advisability, or recommendation by such Board of Directors or such committee of the Transactions, (ii) approve, determine to be advisable, or recommend, or propose publicly to approve, determine to be advisable, or recommend, any Takeover Proposal (as defined below) or (iiiii) cause the Company to enter intointo any letter of intent, continue agreement in principle, acquisition agreement or otherwise participate in any discussions or negotiations regardingother similar agreement (each, or furnish an "Acquisition Agreement") related to any person any information with respect to, or otherwise cooperate in any way with, any Takeover Proposal. Notwithstanding the foregoing, in each case other than the event that prior to the Expiration Date the Board of Directors of the Company determines in good faith to do so, in response to a Takeover Superior Proposal that was unsolicited and made by Parent; providedafter the date hereof in circumstances not otherwise involving a breach of this Agreement, howeverafter considering applicable provisions of state law and after consultation with outside counsel, that at any time prior the failure to obtaining approval do so would constitute a breach of its fiduciary duties to the Company's shareholders as contemplated by Section 6.02 hereofstockholders under applicable law, the Board of Directors of the Company maymay (subject to this and the following sentences and to compliance with Section 5.2(a)) (x) withdraw or modify its approval, determination, or recommendation of the Transactions, (y) approve, determine to be advisable, or recommend a Superior Proposal, or (z) cause the Company to enter into an Acquisition Agreement; provided, however, that any actions -------- ------- described in response to clauses (x), (y) or (z) may be taken only at a bona fide time that is after (A) the fifth business day following Parent's receipt of written Takeover Proposal notice (the "Offer Notice") from the Company advising Parent that such the Board of Directors reasonably determines of the Company has received a Superior Proposal, specifying the material terms and conditions of such Superior Proposal, identifying the person making such Superior Proposal and providing notice of the determination of the Board of Directors of the Company of what action referred to herein the Board of Directors of the Company has determined to take and (B) the Company shall have provided Parent and Purchaser for at least five (5) business days following receipt of the Offer Notice an opportunity to amend this Agreement to provide for terms and conditions no less favorable (in the good faith is reasonably likely to result in an Adverse Recommendation Change (as defined below) or, determination of the Board of Directors of the Company after consultation with its independent financial and legal advisors) than the contemplated Superior Proposal, constitutes a in which event the Company shall cause the Financial Advisor and its legal counsel to negotiate in good faith with Parent to make such adjustments to the terms and conditions of this Agreement as would enable Parent and Purchaser to proceed with the transactions contemplated hereby, as so amended. The provisions of the immediately preceding proviso shall apply to successive Superior Proposal Proposals. (as defined below), c) In addition to the obligations of the Company set forth in paragraphs (a) and which Takeover Proposal was unsolicited and did not otherwise result from a breach (b) of this Section 6.045.2, the Company shall promptly advise Parent orally and in writing of any request for confidential information or of any Takeover Proposal, the material terms and conditions of such request or the Takeover Proposal and the identity of the person making such request or Takeover Proposal and shall keep Parent promptly advised of all significant developments which could reasonably be expected to culminate in the Board of Directors of the Company withdrawing, modifying or amending its recommendation of the Offer, the Merger and the transactions contemplated by this Agreement or in exercising any of its other rights under Section 5.2(a) or (xb). (d) furnish information Nothing contained in this Section 5.2 shall prohibit the Company from taking and disclosing to its stockholders a position contemplated by Rule 14e-2(a) promulgated under the Exchange Act or from making any disclosure to the Company's stockholders; provided, however, neither the Company -------- ------- nor its Board of Directors nor any committee thereof shall, except as in accordance with Section 5.2(b), withdraw or modify, or propose publicly to withdraw or modify, its approval, determination or recommendation with respect to the Company and its Subsidiaries Transactions or approve, determine to the person making such Takeover Proposal (and its representatives) pursuant be advisable, or recommend, or propose publicly to approve, determine to be advisable, or recommend, 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 substantially concurrent basis to Parent, and (y) participate in discussions or negotiations with the person making such Takeover Proposal (and its representatives) regarding such Takeover Proposal, provided that the Company shall have delivered to Parent prior written notice advising Parent that it intends to participate in such discussions or negotiations. The Company will immediately cease all existing activities, discussions and negotiations with any parties conducted heretofore with respect to any Takeover Proposal and request the return . (e) For purposes of all confidential information regarding the Company and ELF provided to any such parties prior to the date hereof pursuant to the terms of any confidentiality agreements or otherwise.this Agreement:

No Solicitation. (a) The From and after the date hereof, the Company shall not, nor and shall it permit any of its Subsidiaries to, or not authorize or permit any director, officer or employee of the Company or any of its Subsidiaries or any investment banker, attorney, accountant or other advisor or representative of the Company or any of its Subsidiaries or its Subsidiaries’ directors, officers, employees, agents or representatives to, directly or indirectly, (i) solicit, initiateinitiate or encourage any inquiries or the making of any proposal with respect to any merger, negotiate liquidation, recapitalization, consolidation or encourageother business combination involving the Company or any of its Subsidiaries or acquisition of any capital stock or any material portion of the assets of the Company or any of its Subsidiaries, or take any combination of the foregoing (any such proposal or transaction, other action knowingly to facilitatethan any such proposal by Parent, any Takeover Proposal (as defined below) Merger Sub or their respective directors, officers, employees, agents and representatives, an “Acquisition Proposal”), (ii) have any discussions with or provide any confidential information or data to any person relating to an Acquisition Proposal, or engage in any negotiations concerning an Acquisition Proposal or (iii) approve or recommend, or propose to approve or recommend, or execute or enter into, continue or otherwise participate any letter of intent, agreement in any discussions or negotiations regardingprinciple, or furnish agreement to any person any information with respect to, or otherwise cooperate in any way with, any Takeover Acquisition Proposal, in each case other than a Takeover Proposal made by Parent; provided, however, that at any time prior to obtaining approval the Company Meeting the Company may furnish information and hold discussions in respect of any such proposal received that was not solicited or knowingly encouraged by the Company if (x) the Special Committee determines in good faith, following consultation with counsel, that failure to do so would constitute or result in a breach of its fiduciary duties under applicable law and (y) prior to providing any information pursuant to this proviso, the Company shall have entered into a confidentiality agreement with such third party on customary terms. The Company will promptly (within one business day) following receipt of any Acquisition Proposal advise Parent of the Company's shareholders as contemplated by Section 6.02 hereofsubstance 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 current basis (and, in any event, within 48 hours of the occurrence of such developments, discussions or negotiations). For purposes of this Agreement, a “Superior Proposal” means a bona fide written Acquisition Proposal which the Board of Directors of the Company mayCompany, acting upon the recommendation of the Special Committee (after consultation by such committee with its financial advisors and legal advisors), concludes in response good faith, taking into account all legal, financial, regulatory and other aspects of the proposal and the person making the proposal (including any break-up fees, expense reimbursement provisions and conditions to consummation), (i) is more favorable to the stockholders of the Company, from a financial point of view, than the transactions contemplated by this Agreement and (ii) is fully financed or reasonably capable of being fully financed and otherwise reasonably capable of being completed on the terms proposed, without taking into account whether or not Parent would acquiesce to such transaction; provided that, for purposes of this definition of “Superior Proposal,” the term “Acquisition Proposal” shall have the meaning assigned to such term in this Section 6.03, except that “Acquisition Proposal” shall only be deemed to refer to a bona fide written Takeover Proposal that such Board transaction involving the acquisition 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 a breach majority of this Section 6.04, (x) furnish information with respect to the voting securities of the Company or all or substantially all of the consolidated assets of 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 substantially concurrent basis to Parent, and (y) participate in discussions or negotiations with the person making such Takeover Proposal (and its representatives) regarding such Takeover Proposal, provided that the Company shall have delivered to Parent prior written notice advising Parent that it intends to participate in such discussions or negotiations. The Company will immediately cease all existing activities, discussions and negotiations with any parties conducted heretofore with respect to any Takeover Proposal and request the return of all confidential information regarding the Company and ELF provided to any such parties prior to the date hereof pursuant to the terms of any confidentiality agreements or otherwiseSubsidiaries.

No Solicitation. (a) The From the date of this Agreement to the Effective Time, unless this Agreement is terminated earlier pursuant to Article VIII, the Company shall not, nor shall it permit any of its Subsidiaries to, or authorize or permit any directorCompany Subsidiary to, officer nor shall it authorize or employee of permit any Representative of, the Company or any of its Subsidiaries or any investment bankerCompany Subsidiary to, attorney, accountant or other advisor or representative of and the Company or any of shall cause its Subsidiaries and the Company Subsidiaries’ Representatives not to, directly or indirectly, (i) solicit, initiate, negotiate negotiate, knowingly encourage or encourageknowingly facilitate (including by way of furnishing non-public information) the submission of any Company Takeover Proposal, or take any other action knowingly to facilitate, any Takeover Proposal (as defined below) or (ii) enter into, continue into any agreement with respect to any Company Takeover Proposal or otherwise (iii) participate in any discussions or negotiations regarding, or furnish to any person any information with respect to, or otherwise cooperate in take any way withother 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, in each case other than or afford access to properties, books or records of the Company or the Company Subsidiaries to, any Person that made a Company Takeover Proposal made by Parentor to any Person that has disclosed to the Company that it is contemplating making a Company Takeover Proposal; provided, however, that at any time that, prior to obtaining approval the consummation of the Company's shareholders as contemplated by Merger, in addition to Section 6.02 hereof5.02(b), the Board of Directors of the Company may, in response to a an unsolicited bona fide written Company 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 a breach of this Section 6.045.02(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 the Company and its Subsidiaries to the person making such Company Takeover Proposal (and its representatives) Representatives pursuant to a customary confidentiality agreement with (which shall have terms not more and conditions no less favorable to such person than those in the Confidentiality Agreement), provided that all such information is provided on a prior or substantially concurrent basis to Parent, and (y) participate in discussions or negotiations with the such person making such and its Representatives regarding any Company Takeover Proposal and (z) take, and its representatives) regarding disclose to the Company’s stockholders, a position with respect to any tender offer or exchange offer by a third party or amend or withdraw such Takeover Proposal, position in accordance with Rule 14d-9 and Rule 14e-2 promulgated under the Exchange Act (provided that the Company Board shall not recommend that the Company’s stockholders tender their shares of capital stock in the Company in connection with such tender offer or exchange unless the Company has complied with Section 5.02(b)). (b) If, prior to the consummation of the Merger: (i) (A) the Company Board has received a Superior Company Proposal or (B) the Company Board shall have delivered determined in good faith, after consultation with its outside legal counsel and financial advisors, that the failure to withdraw or modify the Company Recommendation may be reasonably expected to violate the fiduciary duties of the Company Board under applicable Law, (ii) the Company has notified Parent prior written in writing of the determination described in clause (i) above, (iii) at least four (4) business days following receipt by Parent of the notice advising received in clause (ii) above, and taking into account any revised proposal made by Parent since receipt of the notice referred to in clause (ii) above, the Company Board determines that it intends such Superior Company Proposal remains a Superior Company Proposal, and (iv) the Company is in compliance with this Section 5.02, then the Company Board may withdraw or modify the Company Recommendation (as defined in Section 6.01(f)). (c) The Company promptly, but in any event within five (5) business days after receipt thereof, shall advise Parent in writing of any Company Takeover Proposal, including the material terms and conditions thereof, or any inquiry with respect to participate in such discussions or negotiationsthat would reasonably be expected to lead to any Company Takeover Proposal. The Company will immediately cease all existing activitiesshall promptly, but in any event no later than two (2) business days before providing information or entering into discussions and negotiations with any parties conducted heretofore such third party, provide written notice to Parent of the Company’s intent to furnish information or enter into discussions with respect such third party. The Company shall promptly provide Parent a copy of the Company’s response to any a Company Takeover Proposal and request the return copies of all confidential information regarding any amendments or modifications to the Company and ELF provided to any such parties prior to the date hereof pursuant to the terms of any confidentiality agreements or otherwiseTakeover Proposal.

No Solicitation. (a) The Company shall not, nor shall it permit any of its Subsidiaries to, or authorize or permit any director, officer or employee of and the Company or any of shall instruct its Subsidiaries or any investment banker, attorney, accountant or other advisor or representative of the Company or any of its Subsidiaries Representatives not to, directly or indirectly, (i) directly or indirectly solicit, initiateinitiate or knowingly encourage or knowingly facilitate (including by way of providing information) any inquiries, negotiate proposals or encourageoffers, or the making of any submission or announcement of any inquiry, proposal or offer that constitutes or could reasonably be expected to lead to a Company Takeover Proposal or (ii) directly or indirectly engage in, enter into or participate in any discussions or negotiations with any Person regarding, furnish to any Person any information or afford access to the business, properties, assets, books or records of the Company to, or take any other action to assist or knowingly facilitate or knowingly encourage any effort by any Person, in each case, in connection with or in response to facilitateany inquiry, offer or proposal that constitutes, or could reasonably be expected to lead to, any Company Takeover Proposal (as defined belowother than, solely in response to an inquiry that did not result from a material breach of this Section 6.02(a), to refer the inquiring person to this Section 6.02 and to limit its communication exclusively to such referral or to clarify the terms thereof in writing). The Company shall, and shall cause its directors and officers to, and shall use its reasonable best efforts to cause its Representatives to, immediately (i) cease all solicitations, discussions and negotiations regarding any inquiry, proposal or offer pending on the Agreement Date that constitutes, or could reasonably be expected to lead to, a Company Takeover Proposal, (ii) enter into, continue request the prompt return or otherwise participate in any discussions or negotiations regarding, or furnish destruction of all confidential information previously furnished to any person Person within the last six months for the purposes of evaluating a possible Company Takeover Proposal and (iii) terminate access to any information with respect to, physical or otherwise cooperate in any way with, any electronic data rooms relating to a possible Company Takeover Proposal. Notwithstanding anything to the contrary contained in the foregoing or any other provision of this Agreement, in each case other than a Takeover Proposal made by Parent; provided, however, that at any time prior to obtaining approval of during the Company's shareholders as contemplated by Section 6.02 hereof, the Board of Directors of the Company mayPre-Closing Period, in response to a bona fide written Company Takeover Proposal made after the Agreement Date that such did not result from a material breach of this Section 6.02(a), in the event that the Company Board of Directors reasonably determines (determines, in good faith is reasonably likely to result in an Adverse Recommendation Change (as defined below) orfaith, after consultation with its outside counsel and an independent financial advisorsadvisor, that such Company Takeover Proposal constitutes or could reasonably be expected to lead to a Superior Company Proposal (as defined belowa “Qualifying Company Takeover Proposal”), and which the Company may (A) enter into an Acceptable Confidentiality Agreement with any Person or group of Persons making such Qualifying Company Takeover Proposal was unsolicited and did not otherwise result from a breach of this Section 6.04Proposal, (xB) furnish information with respect to the Company to the Person or group of Persons making such Qualifying Company Takeover Proposal and its Subsidiaries to the person making such Takeover Proposal (and its representatives) or their Representatives pursuant to a confidentiality agreement an Acceptable Confidentiality Agreement so long as the Company concurrently or promptly thereafter provides Parent, in accordance with the terms not more favorable to such person than of the Confidentiality Agreement, provided any material non-public information with respect to the Company furnished to such other Person or group of Persons that all such information is provided on a prior or substantially concurrent basis was not previously furnished to Parent, Parent and (yC) participate in discussions or negotiations with the person making such Person or group of Persons and its or their Representatives regarding such Qualifying Company Takeover Proposal (and its representatives) regarding such including soliciting the making of a revised Qualifying Company Takeover Proposal); provided, provided that the Company shall have delivered to Parent prior written notice advising Parent that it intends to participate may only take the actions described in such discussions clauses (A), (B) or negotiations. The Company will immediately cease all existing activities, discussions and negotiations with any parties conducted heretofore with respect to any Takeover Proposal and request the return of all confidential information regarding (C) above if the Company and ELF provided Board determines, in good faith, after consultation with outside counsel, that the failure to take any such parties prior to action would be inconsistent with its fiduciary duties under applicable Law. Wherever the date hereof pursuant to term “group” is used in this Section 6.02(a), it is used as defined in Rule 13d-5 under the terms of any confidentiality agreements or otherwiseExchange Act.

No Solicitation. (a) The Subject to Section 5.02(b), from the date hereof until the earlier of the Effective Time and the termination of this Agreement pursuant to Article VIII, the Company shall not, nor shall it permit any of its Subsidiaries to, or authorize or permit any directorCompany Subsidiary to, officer and the Company shall direct and use its reasonable best efforts to cause any officer, director or employee of, or any investment banker, attorney or other advisor or representative (collectively, "Representatives") of the Company or any of its Subsidiaries or any investment banker, attorney, accountant or other advisor or representative of the Company or any of its Subsidiaries Subsidiary not to, directly or indirectly, (i) directly or indirectly solicit, initiateinitiate or encourage the submission of any Company Takeover Proposal, negotiate or encourage, or take any other action knowingly to facilitate, any Takeover Proposal (as defined below) or (ii) enter intointo any agreement with respect to any Company Takeover Proposal, continue except as contemplated by Section 5.02(b), or otherwise (iii) directly or indirectly participate in any discussions or negotiations regarding, or furnish to any person any non-public information with respect to, or otherwise cooperate in knowingly take any way withother 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. Without limiting the foregoing, in each case other than a Takeover Proposal made by Parent; provided, however, it is agreed that at any time prior to obtaining approval violation of the restrictions set forth in the preceding sentence by any Representative of the Company or any Company Subsidiary, whether or not such person is purporting to act on behalf of the Company or any Company Subsidiary or otherwise, shall be deemed to be a breach of this Section 5.02(a) by the Company's shareholders as contemplated by Section 6.02 . On the date hereof, the Board Company shall immediately cease and cause to be terminated any existing solicitation, encouragement, discussion, negotiation or other action conducted by the Company, any Company Subsidiary or any of Directors their respective Representatives with respect to a Company Takeover Proposal. (b) Notwithstanding anything to the contrary in Section 5.02(a), from the date hereof and prior to the receipt of the Company Stockholder Approval, the Company may, in response to a bona fide written an unsolicited Company 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 a breach of Section 5.02(a) and which the Company Board determines, in good faith, after consultation with outside counsel and financial advisors, may reasonably be expected to lead to a transaction (i) more favorable from a financial point of view to the holders of Company Common Stock than the Merger, taking into account all the terms and conditions of such proposal, and this Agreement (including any amendment to the terms of this Agreement and the Merger in effect as of the date of such determination) and (ii) that is reasonably capable of being completed, taking into account all financial, regulatory, legal and other aspects of such proposal, and subject to compliance with Section 6.045.02(d), (x) furnish information with respect to the Company and its the Company Subsidiaries to the person making such Company Takeover Proposal (and its representatives) Representatives pursuant to a customary confidentiality agreement with terms not more favorable to such person less restrictive of the other party than the Confidentiality Agreement, provided that all such information is provided on a prior or substantially concurrent basis to Parent, Agreement (excluding the provisions of the tenth and eleventh paragraphs thereof) and (y) participate in discussions or negotiations with such person and its Representatives regarding any Company Takeover Proposal; provided, however, that the Company shall promptly provide to Parent any non-public information concerning the Company or any Company Subsidiary that is provided to the person making such Company Takeover Proposal or its Representatives which was not previously provided to Parent, other than any Competitively Sensitive Information. (c) Subject to Section 8.01(e), neither the Company Board nor any committee thereof shall (i) withdraw or modify in a manner adverse to Parent or Sub, or publicly propose to withdraw or modify in a manner adverse to Parent or Sub, the approval or recommendation by the Company Board or any such committee of this Agreement or the Merger, (ii) approve any letter of intent, agreement in principle, acquisition agreement or similar agreement relating to any Company Takeover Proposal or (iii) approve or recommend, or publicly propose to approve or recommend, any Company Takeover Proposal. Notwithstanding the foregoing, if, prior to receipt of the Company Stockholder Approval, the Company Board determines in good faith, after consultation with outside counsel, that failure to so withdraw or modify its recommendation of the Merger and this Agreement would be inconsistent with the Company Board's exercise of its representativesfiduciary duties, the Company Board or any committee thereof may withdraw or modify its recommendation of the Merger and this Agreement. (d) regarding such The Company promptly shall advise Parent orally and in writing of any Company Takeover Proposal or any inquiry with respect to or that would reasonably be expected to lead to any Company Takeover Proposal, provided that the identity of the person making any such Company shall have delivered to Parent prior written notice advising Parent that it intends to participate in Takeover Proposal or inquiry and the material terms of any such discussions Company Takeover Proposal or negotiationsinquiry. The Company will immediately cease all existing activities, discussions and negotiations with shall keep Parent reasonably informed of the status (including any parties conducted heretofore with respect to any Takeover Proposal and request the return of all confidential information regarding the Company and ELF provided to any such parties prior to the date hereof pursuant change to the terms thereof) of any confidentiality agreements such Company Takeover Proposal or otherwiseinquiry. (e) Nothing contained in this Section 5.02 shall prohibit the Company from taking and disclosing to its stockholders a position contemplated by Rule 14e-2(a) promulgated under the Exchange Act or from making any required disclosure to the Company's stockholders if, in the good faith judgment of the Company Board, after consultation with outside counsel, failure so to disclose would be inconsistent with its obligations under applicable Law. (f) For purposes of this Agreement:

No Solicitation. (a) The From the date hereof until the termination hereof, the Company shall will not, nor shall it permit any of and will cause its Subsidiaries tosubsidiaries and the officers, or authorize or permit any directordirectors, officer or employee employees and other agents and advisors of the Company or any of and its Subsidiaries or any investment banker, attorney, accountant or other advisor or representative of the Company or any of its Subsidiaries subsidiaries not to, directly or indirectly, (i) take any action to solicit, initiate, negotiate initiate or encourage, or take encourage the submission of any other action knowingly to facilitate, any Takeover Acquisition Proposal (as defined below) or (ii) enter intodisclose any nonpublic information relating to, continue or otherwise participate afford access to the properties, books or records of, the Company or any of its subsidiaries to, or engage in any discussions or negotiations regardingwith, any person who is considering making or has made an Acquisition Proposal; provided that the Company may furnish nonpublic information or afford access to properties, books and records to any person any information with respect to, who is considering making or has made an Acquisition Proposal and may negotiate or otherwise cooperate engage in substantive discussions with any way with, any Takeover Proposal, in each case other than a Takeover person who has made an Acquisition Proposal made by Parent; provided, however, that at any time prior to obtaining approval of the Company's shareholders as contemplated by Section 6.02 hereof, the Board of Directors of if (w) the Company mayhas complied with the foregoing terms of this Section 6.03, in response to a bona fide written Takeover Proposal that such Board of Directors reasonably (x) the Independent Committee determines in good faith is (after consultation with independent legal counsel) that failure to take such action would be reasonably likely to result in an Adverse Recommendation Change (as defined below) or, after consultation be inconsistent with its independent financial advisors, constitutes a Superior Proposal (as defined below), and which Takeover Proposal was unsolicited and did not otherwise result from a breach of this Section 6.04fiduciary duties under applicable law, (xy) furnish information with respect such person executes a confidentiality agreement on terms no less favorable 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 substantially concurrent basis to Parent, those contained in Section 8.07 and (yz) participate in discussions or negotiations with the person making such Takeover Proposal (and its representatives) regarding such Takeover Proposal, provided that the Company shall have delivered to Parent a prior written notice advising Parent that it intends to participate take such action. (b) The Company will notify Parent promptly (but in no event later than 24 hours) after receipt by the Company (or any of its advisors) of any Acquisition Proposal or any request for nonpublic information relating to, or 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 shall identify the person making, and the terms and conditions of, any such Acquisition Proposal or request. The Company shall keep Parent fully informed, on a current basis, of the status and details of any such Acquisition Proposal or request. The Company shall, and shall cause its subsidiaries and the officers, directors, employees and other agents and advisors of the Company and its subsidiaries to, cease immediately and cause to be terminated all activities, discussions or negotiations. The Company will immediately cease all existing activities, discussions and negotiations if any, with any parties persons conducted heretofore with respect to any Takeover Proposal and request the return of all confidential information regarding the Company and ELF provided to any such parties prior to the date hereof pursuant with respect to the terms of any confidentiality agreements or otherwiseAcquisition Proposal.

No Solicitation. (a) The From and after the date of this Agreement until the Effective Time or the earlier termination of this Agreement in accordance with its terms, the Company shall will not, nor shall it and will not permit any of its Subsidiaries or its or their respective directors, officers, investment bankers, affiliates, representatives and agents to, or authorize or permit any director, officer or employee of the Company or any of its Subsidiaries or any investment banker, attorney, accountant or other advisor or representative of the Company or any of its Subsidiaries to, directly or indirectly, (i) solicit, initiate, negotiate or encourageknowingly encourage (including by way of furnishing non-public information), or take any other action knowingly to facilitate, any Takeover Proposal (as defined below) inquiries or proposals that constitute, or could reasonably be expected to lead to, any Company Acquisition Proposal, or (ii) engage in, or enter into, continue any negotiations or otherwise participate in discussions concerning any discussions or negotiations regarding, or furnish to any person any information with respect to, or otherwise cooperate in any way with, any Takeover Company Acquisition Proposal. Notwithstanding the foregoing, in each case other than a Takeover Proposal made by Parent; providedthe event that, howevernotwithstanding compliance with the preceding sentence, that at any time prior to obtaining approval of the Company's shareholders as contemplated by Section 6.02 hereof, the Board of Directors receipt of the Company maystockholder approval, in response to (x) the Company receives a bona fide written Takeover Company Acquisition Proposal that such Board the board of Directors reasonably directors of the Company determines in good faith is reasonably likely to result in an Adverse Recommendation Change (as defined below) or, after consultation with its independent outside legal and financial advisors, constitutes ) is or may reasonably be expected to lead to a Company Superior Proposal (as defined below), and which Takeover Proposal that was unsolicited and did not solicited by the Company or otherwise result from a breach obtained in violation 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 substantially concurrent basis to ParentSECTION 6.3, and (y) after the Company gives the Parent written notice of its intention to do so, the Company may participate in discussions or negotiations with the person making such Takeover Proposal (and its representatives) regarding such Takeover ProposalCompany Acquisition Proposal and provide confidential information concerning the Company in order to be informed and make a determination with respect thereto. In such event, provided that the Company shall have delivered (i) promptly inform Parent of the material terms and conditions of such Company Acquisition Proposal, including the identity of the Person making such Company Acquisition Proposal, (ii) promptly keep Parent informed of the status including any material change to the terms of any such Company Acquisition Proposal, and (iii) promptly deliver to Parent prior written notice advising Parent that it intends to participate in such discussions or negotiations. The Company will immediately cease all existing activities, discussions and negotiations with any parties conducted heretofore with respect to any Takeover Proposal and request the return copies of all confidential information regarding the Company and ELF provided delivered by the Company to any third party in connection with such parties prior to Company Acquisition Proposal. As used herein, the date hereof pursuant to the terms of any confidentiality agreements or otherwise.term "COMPANY ACQUISITION 43

No Solicitation. (a) The During the Pre-Closing Period, the Company shall not, nor shall it permit any of its Subsidiaries to, or authorize or permit any director, officer or employee of the Company or any of its Subsidiaries or any investment banker, attorney, accountant or other advisor or representative of the Company or any of its Subsidiaries to, directly or indirectly, and the Company shall: (x) ensure that its Subsidiaries do not, directly or indirectly; and (y) use its commercially reasonable efforts to ensure that the respective Representatives of the Acquired Corporations do not, directly or indirectly: (i) solicit, initiate, negotiate or knowingly encourage, induce or take facilitate the making, submission or announcement of any other action knowingly to facilitate, any Takeover Acquisition Proposal (as defined below) or Acquisition Inquiry; (ii) enter into, continue furnish any nonpublic information regarding any of the Acquired Corporations to any Person in connection with or otherwise participate in any response to an Acquisition Proposal or Acquisition Inquiry; (iii) engage in discussions or negotiations regarding, or furnish with any Person with respect to any person Acquisition Proposal or Acquisition Inquiry; (iv) approve, endorse or recommend any information with respect to, Acquisition Proposal or Acquisition Inquiry; or (v) enter into any letter of intent or similar document or any Contract contemplating or otherwise cooperate in relating to any way with, any Takeover Proposal, in each case other than a Takeover Proposal made by ParentAcquisition Transaction; provided, however, that at any time prior to obtaining approval the Company Stockholders' Meeting, this Section 4.3(a) shall not prohibit the Company from furnishing nonpublic information regarding the Acquired Corporations to, or entering into discussions and negotiations with, any Person in response to an Acquisition Proposal made by such Person (and not withdrawn) that constitutes, or could reasonably be expected to result in the submission by such Person to the Company of, a Superior Offer if: (A) neither the Company nor any Representative of any of the Acquired Corporations shall have breached any of the provisions set forth in this Section 4.3; (B) the board of directors of the Company concludes in good faith, after having taken into account the advice of its outside legal counsel, that such action is required in order for the board of directors of the Company to comply with its fiduciary obligations to the Company's stockholders under applicable law; (C) 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 shareholders intention to furnish nonpublic information to, or enter into discussions or negotiations with, such Person, and the Company receives from such Person an executed confidentiality agreement containing provisions (including nondisclosure provisions, use restrictions, non-solicitation provisions and "standstill" provisions) at least as contemplated by Section 6.02 hereoffavorable to the Company as the provisions of the Confidentiality Agreement as in effect immediately prior to the execution of this Agreement; and (D) at least two business days prior to furnishing any such nonpublic information to such Person, the Board of Directors Company furnishes such nonpublic information to Parent (to the extent such nonpublic information has not been previously furnished by the Company to Parent). Without limiting the generality of the Company may, foregoing (and notwithstanding the reference to "commercially reasonable efforts" in response to a bona fide written Takeover Proposal that such Board the language immediately preceding clause "(i)" 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 belowthis Section 4.3(a)), the Company acknowledges and which Takeover Proposal was unsolicited and did agrees that any breach of any of the provisions set forth in the preceding sentence by any affiliate, director, officer, agent or attorney of any of the Acquired Corporations, whether or not otherwise result from such affiliate, director, officer, agent or attorney is purporting to act on behalf of any of the Acquired Corporations, shall be deemed to constitute a breach of this Section 6.044.3 by the Company. For purposes of this Agreement, (x) furnish information with respect an affiliate, director, officer, agent or attorney of an Acquired Corporation, or any other Person, shall be deemed to have breached a provision of this Section 4.3 if such affiliate, director, officer, agent or attorney or other Person takes any action that would constitute a breach by the Company and its Subsidiaries of such provision were the Company to the person making take such Takeover Proposal action directly. (b) The Company shall promptly (and its representativesin no event later than 48 hours after receipt of any Acquisition Proposal or Acquisition Inquiry) pursuant to a confidentiality agreement with terms not more favorable to advise Parent orally and in writing of any Acquisition Proposal or Acquisition Inquiry (including the identity of the Person making or submitting such person than the Confidentiality Agreement, provided that all such information is provided on a prior Acquisition Proposal or substantially concurrent basis to ParentAcquisition Inquiry, and (ythe terms thereof) participate in discussions that is made or negotiations with submitted by any Person during the person making such Takeover Proposal (and its representatives) regarding such Takeover Proposal, provided that the Company shall have delivered to Parent prior written notice advising Parent that it intends to participate in such discussions or negotiationsPre-Closing Period. The Company will shall keep Parent informed with respect to: (i) the status of any such Acquisition Proposal or Acquisition Inquiry; and (ii) the status and terms of any modification or proposed modification thereto. (c) The Company shall immediately cease all and cause to be terminated any existing activities, discussions and negotiations with any parties conducted heretofore with respect Person that relate to any Takeover Acquisition Proposal or Acquisition Inquiry. (d) The Company agrees not to release or permit the release of any Person from, or to waive or permit the waiver of any provision of, any confidentiality, non-solicitation, no hire, "standstill" or similar Contract to which any of the Acquired Corporations is a party or under which any of the Acquired Corporations has any rights, and will use its commercially reasonable efforts to cause each such agreement to be enforced at the request of Parent. The Company also shall promptly request each Person that has executed a confidentiality or similar agreement within the last 12 months in connection with its consideration of a possible Acquisition Transaction or a possible equity investment in any Acquired Corporation to return of to the Acquired Corporations all confidential information regarding the Company and ELF provided heretofore furnished to any such parties prior to the date hereof pursuant to the terms Person by or on behalf of any confidentiality agreements or otherwiseof the Acquired Corporations.

No Solicitation. (a) The From and after the date hereof, the --------------- Texas Company shall not, nor shall it permit any of its Subsidiaries to, or nor shall it authorize or permit any directorof its officers, officer directors or employee employees or any investment banker, financial advisor, attorney, accountants or other representatives retained by it or any of its Subsidiaries to, directly or indirectly through another Person, solicit, initiate or encourage (including by way of furnishing information), or take any other action designed to facilitate, any inquiry, offer, proposal or agreement with respect to an Alternative Transaction (as hereinafter defined); provided however, that if, at any time prior to obtaining the Requisite Texas Holder Approvals, the Board of Directors of the Texas Company determines in good faith, based on advice from outside counsel and its financial advisors, that providing such information or participating in such negotiations or discussions is required to prevent the Board of Directors of the Texas Company from breaching their fiduciary duties to the Texas Company's shareholders under applicable Law, the Board of Directors of the Texas Company may, in response to any proposal that has been determined by it to be a Texas Company Superior Proposal (as hereinafter defined), that was not solicited by it and that did not otherwise result from a breach of this Section 5.12(a), and subject to the Texas Company giving the Delaware Company at least two business days written notice of its intention to do so, (x) furnish information with respect to the Texas Company and its Subsidiaries to any Person pursuant to a customary confidentiality agreement containing terms no less restrictive than the terms of the Confidentiality Agreement, provided that a copy of all such information is delivered simultaneously to the Delaware Company, and (y) participate in negotiations regarding such proposal. The Texas Company shall promptly notify the Delaware Company orally and in writing of any request for information or of any proposal in connection with an Alternative Transaction, the material terms and conditions of such request or proposal (including a copy thereof, if in writing, and all other documentation and any related correspondence) and the identity of the person making such request or proposal. The Texas Company will keep the Delaware Company reasonably informed of the status and details (including amendments or proposed amendments) of such request or proposal on a current basis. The Texas Company shall immediately cease and terminate any existing solicitation, initiation, encouragement, activity, discussion or negotiation with any Third Party conducted heretofore by the Texas Company or its representatives with respect to the foregoing. Subject to the first sentence of this Section 5.12(a), the Texas Company (i) agrees not to release any Third Party (as hereinafter defined) from, or waive any provision of, or fail to enforce, any standstill agreement or similar agreements to which it is a party related to, or which could affect, an Alternative Transaction and agrees that the Delaware Company shall be entitled to enforce the Texas Company's rights and remedies under and in connection with such agreements and (ii) acknowledges that the provisions of clause (i) are an important and integral part of this Agreement. Nothing contained in this Section 5.12 or Section 5.13 shall prohibit the Texas Company (i) from taking and disclosing to its shareholders a position contemplated by Rule 14c-9 or Rule 14e-2(a) promulgated under the Exchange Act, or (ii) from making any disclosure to its shareholders if, in the good faith judgment of the Board of Directors of the Texas Company, after receipt of advice from outside counsel and its financial advisors, such disclosure is required to prevent the Board of Directors of the Texas Company from breaching their fiduciary duties to the Texas Company's shareholders under applicable Law. Without limiting the foregoing, it is understood that any violation of the restrictions set forth in this Section 5.12(a) by any director or officer of the Texas Company or any of its Subsidiaries or any investment banker, financial advisor, attorney, accountant or other advisor or representative of the Texas Company or any of its Subsidiaries shall be deemed to be a breach of this Section 5.12(a) by the Texas Company. (b) From and after the date hereof, the Delaware Company 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, accountants or other representatives retained by it or any of its Subsidiaries to, directly or indirectlyindirectly through another person, (i) solicit, initiate, negotiate initiate or encourageencourage (including by way of furnishing information), or take any other action knowingly designed to facilitatefacilitate any inquiry, any Takeover Proposal (as defined below) offer, proposal or agreement with respect to an Alternative Transaction, or (ii) enter into, continue or otherwise participate in any discussions or negotiations regarding, or furnish to regarding 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 ParentAlternative Transaction; provided, however, that if, at any time prior to obtaining approval of the Company's shareholders as contemplated by Section 6.02 hereofRequisite Delaware Holder Approvals, the Board of Directors of the Delaware Company determines in good faith, based on advice from outside counsel and its financial advisors, that providing such information or participating in such negotiations or discussions is required to prevent the Board of Directors of the Delaware Company from breaching their fiduciary duties to the Delaware Company's stockholders under applicable Law, the Board of Directors of the Delaware Company may, in response to a bona fide written Takeover Proposal proposal that such Board of Directors reasonably determines in good faith is reasonably likely has been determined by it to result in an Adverse Recommendation Change (as defined below) or, after consultation with its independent financial advisors, constitutes be a Delaware Company Superior Proposal (as defined belowhereinafter defined), that was not solicited by it and which Takeover Proposal was unsolicited and that did not otherwise result from a breach of this Section 6.045.12(b), and subject to the Delaware Company giving the Texas Company at least two business days written notice of its intention to do so, (x) furnish information with respect to the Delaware Company and its Subsidiaries to the any person making such Takeover Proposal (and its representatives) pursuant to a customary confidentiality agreement with containing terms not more favorable to such person no less restrictive than the terms of the Confidentiality Agreement, provided that a copy of all such information is provided on a prior or substantially concurrent basis delivered simultaneously to Parentthe Texas Company, and (y) participate in discussions negotiations regarding such proposal. The Delaware Company shall promptly notify the Texas Company orally and in writing of any request for information or negotiations of any proposal in connection with an Alternative Transaction, the material terms and conditions of such request or proposal (including a copy thereof, if in writing, and all other documentation any related correspondence) and the identity of the person making such Takeover Proposal request or proposal. The Delaware Company will keep the Texas Company reasonably informed of the status and details (and its representativesincluding amendments or proposed amendments) regarding of such Takeover Proposal, provided that the request or proposal on a current basis. The Delaware Company shall have delivered to Parent prior written notice advising Parent that it intends to participate in such discussions or negotiations. The Company will immediately cease all and terminate any existing activitiessolicitation, discussions and negotiations initiation, encouragement, activity, discussion or negotiation with any parties Third Party conducted heretofore by the Delaware Company or its representatives with respect to the foregoing. Subject to the first sentence of this Section 5.12(b), the Delaware Company (i) agrees not to release any Takeover Proposal Third Party from, or waive any provision of, or fail to enforce, any standstill agreement or similar agreements to which it is a Party related to, or which could affect, an Alternative Transaction and request agrees that the return Texas Company shall be entitled to enforce the Delaware Company's rights and remedies under and in connection with such agreements and (ii) acknowledges that the provisions of all confidential information regarding clause (i) are an important and integral part of this Agreement. Nothing contained in this Section 5.12 or in Section 5.13 shall prohibit the Delaware Company (i) from taking and disclosing to its stockholders a position contemplated by Rule 14e-9 or Rule 14e-2(a) promulgated under the Exchange Act, or (ii) from making any disclosure to its stockholders if, in the good faith judgment of the Board of Directors of the Delaware Company, based on advice from outside counsel and its financial advisors, such disclosure is required to prevent the Board of Directors of the Delaware Company from breaching their fiduciary duties to the Delaware Company's stockholders under applicable Law. Without limiting the foregoing, it is understood that any violation of the restrictions set forth in Section 5.12(b) by any director or officer of the Delaware Company or any of its Subsidiaries or any investment banker, financial advisor, attorney, accountant or other representative of the Delaware Company or any of its Subsidiaries shall be deemed to be a breach of Section 5.12(b) by the Delaware Company. (c) For purposes of this Agreement, "Alternative Transaction" means ----------------------- any of (i) a transaction or series of transactions pursuant to which any Person (or group of Persons) other than the Texas Company and ELF provided its Subsidiaries and other than the Delaware Company and its Subsidiaries (a "Third ----- Party") acquires or would acquire, directly or indirectly, beneficial ownership ----- (as defined in Rule 13d-3 under the Exchange Act) of more than 20% of the outstanding shares of the Texas Company or the Delaware Company, as the case may be, whether from the Texas Company or the Delaware Company or pursuant to a tender offer or otherwise, (ii) any acquisition or proposed acquisition of, or business combination with, the Texas Company or any of its Subsidiaries or the Delaware Company or any of its Subsidiaries, as the case may be, by a merger or other business combination (including any so-called "merger-of-equals" and whether or not the Texas Company or any of its Subsidiaries or the Delaware Company or any of its Subsidiaries, as the case may be, is the entity surviving any such parties prior to the date hereof merger or business combination), and (iii) any other transaction pursuant to which any Third Party acquires or would acquire, directly or indirectly, control of 20% or more of the terms consolidated assets (including for this purpose the outstanding equity securities of Subsidiaries of the Texas Company or the Delaware Company, as the case may be, and any confidentiality agreements entity surviving any merger or otherwisebusiness combination including any of them) of the Texas Company or any of its Subsidiaries or the Delaware Company or any of its Subsidiaries, as the case may be. Notwithstanding the foregoing, neither the Preferred Stock Agreement nor the transactions or documents contemplated therein shall constitute an Alternative Transaction.

No Solicitation. (a) The Company, its affiliates and their respective officers, directors, employees, representatives and agents will immediately cease any existing discussions or negotiations, if any, with any parties conducted heretofore with respect to any Company shall Takeover Proposal. The Company will not, nor shall will it permit any of its Subsidiaries to, or nor will it authorize or permit any director, officer or employee of the Company or any of its Subsidiaries officers, directors or employees or any investment banker, financial advisor, attorney, accountant or other advisor or representative of the Company retained by it or any of its Subsidiaries to, directly or indirectly, (i) solicit, initiate, negotiate solicit or encourageinitiate (including without limitation by way of furnishing information), or take any other action knowingly (other than as required by Law) designed or reasonably likely to facilitate, any inquiries or the making of any proposal which constitutes or reasonably may give rise to any Company Takeover Proposal (as defined below) or (ii) enter into, continue or otherwise participate in any discussions or negotiations regarding, or furnish to regarding any person any information with respect to, or otherwise cooperate in any way with, any Company Takeover Proposal, in each case other than a Takeover Proposal made by Parent; provided, however, that if, at any time prior to obtaining approval of the Company's shareholders as contemplated by Section 6.02 hereofdate on which Purchaser purchases Shares in the Offer (the "OFFER COMPLETION DATE"), the Company Board determines in good faith and in conformity with the advice of Directors outside counsel, that failure to do so would result in a breach of its fiduciary duties to the Shareholders under applicable Law, the Company may, in response to a bona fide written Company 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 not solicited by it and did not otherwise result from a breach of any provision of this Section 6.04Agreement, (xA) furnish information with respect to the Company and each of its Subsidiaries and access to the person making such Takeover Proposal (Company and its representatives) Subsidiaries and their personnel to any Person pursuant to a customary confidentiality agreement with terms not more favorable to the recipient of such person information than the Confidentiality Agreement, provided that all such information is provided on a prior or substantially concurrent basis to Parent, Agreement and (yB) participate in discussions or and negotiations with the person making such Takeover Proposal (and its representatives) regarding such Company Takeover Proposal. For purposes of this Agreement, provided that the Company shall have delivered to Parent prior written notice advising Parent that it intends to participate in such discussions "COMPANY TAKEOVER PROPOSAL" means any inquiry, proposal or negotiations. The Company will immediately cease all existing activities, discussions and negotiations with offer from any parties conducted heretofore with respect Person relating to any Takeover Proposal and request direct or indirect acquisition or purchase of 20% or more of the return assets of all confidential information regarding the Company and ELF provided to any such parties prior to the date hereof pursuant to the terms its Subsidiaries, taken as a whole, or 20% or more of any confidentiality agreements class of equity securities of the Company or otherwiseany of its Subsidiaries, any tender offer or exchange offer for Shares of any class of equity securities of the Company or any of its Subsidiaries, or any merger, consolidation, business combination, recapitalization, liquidation, dissolution or similar transaction involving the Company or any of its Subsidiaries, other than the transactions contemplated by this Agreement, or any other transaction that is intended or could reasonably be expected to prevent the completion of the transactions contemplated hereby.

No Solicitation. (a) The 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, nor shall will it permit any of its Subsidiaries Company Subsidiary to, or nor will it authorize or permit any directorofficer, officer director or employee of the Company or any of its Subsidiaries or any Company Subsidiary and each investment banker, attorney, accountant or other advisor or representative of of, the Company or any of its Subsidiaries Company Subsidiary to, directly or indirectly, (i) solicit, initiate, negotiate initiate or encourage, or take encourage the submission of any other action knowingly to facilitate, any Takeover Acquisition Proposal (as defined belowhereinafter defined) 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 cooperate in take any way other action to facilitate, an Acquisition Proposal or any inquiries or the making of any proposal that constitutes, or may reasonably be expected to lead to, an Acquisition Proposal; PROVIDED, HOWEVER, that subject to compliance by the Company with the provisions of Section 5.8(b), the Company's Board of Directors may furnish information to, or enter into discussions or negotiations with, any Takeover Proposalperson that makes an unsolicited bona fide written Acquisition Proposal if, in each case other than a Takeover Proposal made by Parent; provided, however, and only to the extent that at any time prior to obtaining approval of (A) 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) orDirectors, after consultation with its independent 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 advisorsadvisor, constitutes reasonably capable of being financed, (C) the Company's Board of Directors determines in good faith that such Acquisition Proposal, based upon such matters as it deems relevant including after consultation with a Superior nationally recognized financial advisor, would, if consummated, result in a transaction more favorable to the Company's stockholders from a financial point of view than the Merger (any such more favorable Acquisition Proposal (being referred to herein as defined belowa "SUPERIOR PROPOSAL"), and which Takeover Proposal was unsolicited and did not otherwise result from a breach of this Section 6.04(D) prior to taking such action, the Company (x) furnish information with respect provides reasonable notice to Parent to the Company and its Subsidiaries to the person making effect that it is taking 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 substantially concurrent basis to Parent, action and (y) participate receives from such person an executed confidentiality agreement in reasonably customary form. (b) Prior to providing any information to or entering into discussions with any person in connection with an Acquisition Proposal by a person as set forth in Section 5.8(a), the Company shall notify Parent orally and in writing of any Acquisition Proposal (including, without limitation, the material terms and conditions thereof and the identity of the person making it) or any inquiries indicating that any person is considering making or wishes to make an Acquisition Proposal, as promptly as practicable (but in no case later than 24 hours) after its receipt thereof, and shall provide Parent with a copy of any written Acquisition Proposal or amendments or supplements thereto, and shall thereafter inform Parent on a prompt basis of (x) the status of any discussions or negotiations with any such third party, and any material changes to the person making terms and conditions of such Takeover Proposal (and its representatives) regarding such Takeover Acquisition Proposal, provided that and shall promptly give Parent a copy of any information delivered to such person which has not previously been reviewed by Parent and (y) any request by any person for nonpublic information relating to its or any Company Subsidiaries' properties, books or records. (c) Immediately after the execution and delivery of this Agreement, the Company shall have delivered to Parent prior written notice advising Parent that it intends to participate in such discussions or negotiations. The Company will, and will immediately cause its subsidiaries and affiliates, and their respective officers, directors, employees, investment bankers, attorneys, accountants and other agents to, cease all and terminate any existing activities, discussions and or negotiations with any parties conducted heretofore with respect to any Takeover Proposal possible Acquisition Proposal. The Company agrees that it will take the necessary steps to promptly inform the individuals or entities referred to in the first sentence of Section 5.8(a) of the obligations undertaken in this Section 5.8. (d) The Company's Board of Directors will not withdraw or modify, or propose to withdraw or modify, in a manner adverse to Parent, its approval or recommendation of this Agreement or the Merger except in connection with a Superior Proposal; PROVIDED, THAT, neither the Company nor the Board of Directors of the Company may in such instance terminate this Agreement but instead the Company, at the option of and request as directed by the return Parent (in addition to the rights of Parent as set forth in Section 7.1(d)), shall, notwithstanding such withdrawal or modification of the recommendation or approval of this Agreement or the Merger by the Company's Board of Directors and/or the recommendation by the Company's Board of Directors that the Company's stockholders reject this Agreement or the Merger at the Company Stockholder Meeting, submit approval of this Agreement and the Merger as promptly as practicable to a vote of the holders of Company Shares at the Company Stockholders Meeting as contemplated by this Agreement, it being understood and agreed that, Parent, Company and Merger Sub elect that this Agreement to be governed by the second sentence of Section 251(c) of the GCL. If the Parent exercises its option under this Section 5.8(d) to require the Company to submit this Agreement to its stockholders for approval, the Parent shall no longer be entitled to terminate this Agreement under Section 7.1(d) hereof; PROVIDED, that the foregoing shall not limit the Parent's right to (i) terminate this Agreement under Section 7.1(e)(i) if notwithstanding the exercise of the option by the Parent to require the Company to submit this Agreement to the Company's stockholders for approval, this Agreement and the Merger fails to obtain the Requisite Company Vote at the Company's Stockholders Meeting and (ii) receive the amounts that are otherwise payable upon a termination of this Agreement pursuant to Section 7.1(e)(i) as provided in Section 7.5(b). (e) Nothing contained in this Section 5.8 shall prohibit the Company from taking and disclosing to its stockholders a position contemplated by Rule 14e-2(a) promulgated under the Exchange Act or from making any disclosure to the Company's stockholders if, in the good faith reasonable judgment of the Company's Board of Directors, after consultation with outside legal counsel, that failure to so disclose would be inconsistent with its obligations under applicable law. (f) For purposes of this Agreement, "ACQUISITION PROPOSAL" means an inquiry, offer or proposal regarding any of the following (other than the Transactions contemplated by this Agreement) involving the Company or any Company Subsidiary: (i) any merger, consolidation, share exchange, recapitalization, business combination or other similar transaction; (ii) any sale, lease, exchange, mortgage, pledge, transfer or other disposition of all confidential information regarding or substantially all the assets of the Company and ELF provided the Company Subsidiaries, taken as a whole, in a single transaction or series of related transactions; (iii) any tender offer or exchange offer for fifteen percent (15%) or more of the outstanding shares of Company Common Stock or the filing of a registration statement under the Securities Act in connection therewith; or (iv) any public announcement of a proposal or plan to do any such parties prior of the foregoing or any agreement to engage in any of the date hereof pursuant to the terms of any confidentiality agreements or otherwiseforegoing.

No Solicitation. (a) The Company shall not, nor and shall it permit cause its Subsidiaries not to, and will use its reasonable best efforts to see that its officers, directors, employees, investment bankers, consultants, attorneys, accountants, agents and other representatives (collectively, "Representatives") do not, directly or indirectly: (i) solicit, initiate, or knowingly encourage, or take any action to facilitate the making of any Acquisition Proposal (as defined in Section 7.1(d)) or any inquiry with respect thereto; (ii) enter into any agreement with respect to any Acquisition Proposal; or (iii) engage in discussions or negotiations with, or afford access to or provide any nonpublic information or data relating to the Company or its Subsidiaries to any Person relating to any Acquisition Proposal, or otherwise cooperate with, or assist or participate in, facilitate or knowingly encourage an effort or attempt by any Person to do or seek any of its Subsidiaries tothe foregoing; provided, or authorize or permit any directorhowever, officer or employee of that in the event an unsolicited written Acquisition Proposal for the Company or any of its Subsidiaries or any investment banker, attorney, accountant or other advisor or representative of is received by the Company or any of its Subsidiaries to, directly or indirectly, (i) solicit, initiate, negotiate or encourage, or take any other action knowingly to facilitate, any Takeover Proposal (as defined below) or (ii) enter into, continue or otherwise participate not 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; provided, however, that 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 a breach violation of this Section 6.047.1(a), the Company may (xX) furnish confidential information with respect to the Company and its Subsidiaries to the person Person making such Takeover Acquisition Proposal (and its representatives) the Person's Affiliates and representatives pursuant to a customary 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 substantially concurrent basis to Parent, and (yY) participate in discussions or and engage in negotiations with the person making Person and the Person's Affiliates and representatives regarding such Takeover Acquisition Proposal, in response to an unsolicited written Acquisition Proposal if, but only if, the Board of Directors of the Company, or the Special Committee, concludes in good faith and on the basis of (1) advice from financial advisors that such Acquisition Proposal involves consideration to the holders of the Company's Common Stock which is reasonably likely to result in a Superior Proposal (as defined in Section 7.1(d) to the Merger set forth in this Agreement and (2) consultation with independent outside counsel that the failure to discuss, negotiate and consider such Acquisition Proposal could constitute a violation of the fiduciary duties of the Company's Board of Directors, or its representatives) regarding such Takeover ProposalSpecial Committee, provided under applicable Law; and provided, further, that the Company shall have delivered notify Parent promptly in writing of any inquiries, expressions of interest, proposals or offers received by the Company or any of the Company's representatives relating to any Acquisition Proposal or possibility or consideration of making an Acquisition Proposal indicating, in connection with such notice, the terms and conditions of any such Acquisition Proposal and, if the Acquisition Proposal is formally made, the name of the Person making the Acquisition Proposal. The Company hereby agrees to furnish promptly to Parent copies of any confidential information provided to the Person making any such Acquisition Proposal, or itemize such confidential information to the extent same has previously been given or made available to Parent. In addition, the Company hereby agrees that it will take the necessary steps promptly to inform each Person making an Acquisition Proposal of the obligations undertaken in this Section 7.1. (b) Nothing contained herein shall prohibit the Company (i) from taking and disclosing to its stockholders a position contemplated by Rule 14d-9 or Rule 14e-2 promulgated under the Exchange Act or (ii) from making any disclosure to its stockholders if, in the good faith judgment of the Board of Directors of the Company, or its Special Committee, after consultation with independent outside counsel, failure to so disclose could constitute a violation of the fiduciary duties of the Board of Directors, or its Special Committee, under applicable Law. (c) Neither the Board of Directors of the Company nor its Special Committee thereof shall, except as expressly permitted by Section 7.1(a) and this Section 7.1(c), (i) withdraw, qualify or modify, or propose publicly to withdraw, qualify or modify, in a manner adverse to Parent or Acquisition Sub, the approval or recommendation by such Board of Directors or its Special Committee of the Merger or this Agreement, (ii) approve or recommend, or propose publicly to approve or recommend, any Acquisition Proposal, or (iii) cause the Company to enter into any letter of intent, agreement in principle, acquisition agreement or other similar agreement related to any Acquisition Proposal. Notwithstanding the foregoing, in the event that prior to the adoption of this Agreement by the holders of the Company's Common Stock, the Board of Directors of the Company, or its Special Committee, determines in good faith, after it has received a Superior Proposal (as defined below) and after consultation with independent outside counsel that the failure to do so could constitute a violation of fiduciary duties of the Company's Board of Directors, or its Special Committee, under applicable Law, the Board of Directors of the Company, or its Special Committee, may (subject to this and the following sentences) inform Company stockholders that it no longer believes that the Merger or this Agreement is advisable and no longer recommends approval (a "Subsequent Determination"), but only at a time that is after the fifth business day following Parent's receipt of written notice advising Parent that the Board of Directors of the Company, or its Special Committee, has received a Superior Proposal specifying the material terms and conditions of such Superior Proposal, identifying the person making such Superior Proposal, and stating that it intends to participate make a Subsequent Determination. After providing such notice, the Company shall provide a reasonable opportunity to Parent to make such adjustments in the terms and conditions of this Agreement as would enable the Company to proceed with its recommendation to stockholders without making a Subsequent Determination; provided however, that any such discussions adjustments shall be at the discretion of the parties at such time. Notwithstanding any other provision of this Agreement, the Company shall submit this Agreement to its stockholders whether or negotiationsnot the Board of Directors of the Company, or its Special Committee, makes a Subsequent Determination, unless Parent has terminated this Agreement pursuant to an applicable provision of Section 9.1. (d) The Company agrees that it will take the necessary steps promptly to inform its Representatives of the obligations undertaken in this Section 7. 1. The Company will shall, and shall cause its Subsidiaries to, immediately cease and cause to be terminated, and use its reasonable best efforts to cause its Representatives to, immediately cease and cause to be terminated, all existing activities, discussions and negotiations with any parties conducted heretofore with respect to any Takeover Proposal and request the return of all confidential information regarding the Company and ELF provided to any such parties negotiations, if any, that have taken place prior to the date hereof pursuant with any Persons with respect to any Acquisition Proposal and shall request the terms return or destruction of all confidential information provided to any confidentiality agreements or otherwise.such Person. For

No Solicitation. (a) The Company shall not, nor and it shall it permit any of its cause the Subsidiaries toand the officers, or authorize or permit any directordirectors, officer or employee employees, agents and representatives of the Company or any of its the Subsidiaries (collectively, the "Company Representatives") not to, (i) solicit or any investment bankerinitiate, attorney, accountant or other advisor or representative of the Company or any of its Subsidiaries toencourage, directly or indirectly, (i) solicit, initiate, negotiate any inquiries regarding or encourage, or take any other action knowingly to facilitatethe submission of, any Takeover Proposal (as defined below) or (ii) enter into, continue or otherwise participate in any discussions or negotiations regarding, or furnish to any person Person any information or data with respect to, or otherwise cooperate in take any way withother action to facilitate the making of any proposal that constitutes, or may reasonably be expected to lead to, any Takeover Proposal, in each case other than a Takeover Proposal made by Parent; provided, however, that at any time prior to obtaining approval . Upon execution of the Company's shareholders as contemplated by Section 6.02 hereofthis Agreement, the Board of Directors of Company shall, and it shall cause the Company mayRepresentatives to, 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 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 substantially concurrent basis to Parent, and (y) participate in discussions or negotiations with the person making such Takeover Proposal (and its representatives) regarding such Takeover Proposal, provided that the Company shall have delivered to Parent prior written notice advising Parent that it intends to participate in such discussions or negotiations. The Company will immediately cease all any existing activities, discussions and or negotiations with any parties conducted heretofore with respect to any Takeover Proposal and request of the return of all confidential information regarding foregoing. Notwithstanding the Company and ELF provided to any such parties foregoing, prior to the date hereof of the Company Shareholders' Meeting, the Company may furnish information concerning its business, properties or assets to any Person or group pursuant to a customary confidentiality agreement (provided that such confidentiality agreement(s) may not include any provision granting any such Person or group an exclusive right to negotiate with the Company), and may negotiate and participate in discussions and negotiations with such Person or group concerning a Takeover Proposal if: (x) such Person or group has submitted a bona fide written proposal to the Board of Directors relating to any such transaction which the Board of Directors determines in good faith is reasonably likely to represent a Superior Proposal; and (y) the Board of Directors determines in good faith, based upon advice of outside counsel, that such action is required to discharge the Board's fiduciary duties to the Company's shareholders under the Washington Act. The Company shall not release any third party from, or waive any provision of, any such confidentiality agreement or any other confidentiality or standstill agreement to which the Company is a party. The Company will promptly notify Merger Sub of the existence of any Takeover Proposal received by the Company, and the Company will immediately communicate to Merger Sub the terms of any confidentiality agreements Takeover Proposal which it may receive (and will promptly provide to Merger Sub copies of any written materials received by the Company in connection with such proposal, discussion, negotiation or otherwise.inquiry, including any amendments or proposed amendments to such proposal) and the identity of the Person making such Takeover Proposal or engaging in such discussion or negotiation. The Company will promptly provide to Merger Sub any non-public information concerning the Company provided to any other Person which was not previously provided to Merger Sub. As used in this Agreement, the following terms have the meanings set forth below:

No Solicitation. (a) The 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, nor shall it permit any of its Subsidiaries to, or will they authorize or permit any directorof their respective officers, officer directors, affiliates or employee of the Company or any of its Subsidiaries employees or any investment banker, attorney, accountant attorney or other advisor or representative of the Company or retained by any of its Subsidiaries them to, directly or indirectly, (i) solicit, initiate, negotiate encourage or encourageinduce the making, submission or take announcement of any other action knowingly to facilitate, any Takeover Acquisition Proposal (as defined below) 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 cooperate in take any way withother action to facilitate any inquiries or the making of any proposal that constitutes or would reasonably be expected to lead to, any Takeover Acquisition Proposal, (iii) engage in each case other than a Takeover discussions with any person with respect to any Acquisition Proposal, (iv) approve, endorse or recommend any Acquisition Proposal made by Parentor (v) enter into any letter of intent or similar document or any contract, agreement or commitment contemplating or otherwise relating to any Acquisition Transaction (as defined below); provided, however, that at any time prior nothing contained in this Section 5.4 shall prohibit the Board of Directors of Company from (i) complying with Rule 14d-9 or 14e-2(a) promulgated under the Exchange Act with regard to obtaining approval of the a tender or exchange offer or (ii) in response to an unsolicited, bona fide written Acquisition Proposal that Company's shareholders Board of Directors reasonably concludes constitutes a Superior Offer (as contemplated by Section 6.02 hereofdefined below), engaging in discussions or participating in negotiations with and furnishing information to the party making such Acquisition Proposal to the extent (A) 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 advisorsoutside legal counsel that failure to take such action would be inconsistent with its fiduciary obligations under applicable law, constitutes a Superior Proposal (as defined below), and which Takeover Proposal was unsolicited and did not otherwise result from a breach of this Section 6.04, 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 with respect to the Company and its Subsidiaries to the person making to, or enter into discussions or negotiations with, 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 substantially concurrent basis to Parent, party and (y) participate in discussions 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 negotiations on behalf of Company, and (C) contemporaneously with furnishing any such nonpublic information to such party, Company furnishes such nonpublic information to Parent (to the person making extent such Takeover Proposal (nonpublic information has not been previously furnished by the Company to Parent). Company and its representatives) regarding such Takeover Proposal, provided that the Company shall have delivered to Parent prior written notice advising Parent that it intends to participate in such discussions or negotiations. The Company subsidiaries will immediately cease any and all existing activities, discussions and or negotiations with any parties conducted heretofore with respect to any Takeover Proposal and request Acquisition Proposal. Without limiting the return foregoing, it is understood that any violation of all confidential information regarding the restrictions set forth in this Section 5.4 by any officer, director or employee of Company and ELF provided or any of its subsidiaries or any investment banker, attorney or other advisor or representative of Company or any of its subsidiaries shall be deemed to any such parties prior to the date hereof pursuant to the terms be a breach of any confidentiality agreements or otherwise.this Section 5.4

No Solicitation. (a) The Company and each of the Company Subsidiaries shall, and the Company shall not, nor shall it permit use commercially reasonable efforts to cause its or any of its Subsidiaries the Company Subsidiaries’ Representatives to, immediately cease and cause to be terminated any existing activities, discussions or authorize negotiations with any Person or permit its Representatives conducted heretofore with respect to any directorAcquisition Proposal until such time, officer if any, as this Agreement is terminated in accordance with its terms. The Company shall promptly request that each Person, if any, that has executed a confidentiality agreement within the six-month period prior to the date hereof in connection with its consideration of any Acquisition Proposal return or employee destroy all confidential information heretofore furnished to such Person by or on behalf of the Company or any of its Subsidiaries (and all analyses and other materials prepared by or on behalf of such Person that contains, reflects or analyzes that information) and that (to the extent provided in the terms of the applicable confidentiality agreement between such Person and the Company) such Person provide a certificate of such return or destruction to the Company. The Company shall use commercially reasonable efforts to secure all such certifications as promptly as practicable. (b) From the date hereof until the Closing or the earlier termination of this Agreement in accordance with its terms, the Company and its Subsidiaries shall not, and the Company shall use its commercially reasonable efforts to cause its or any investment bankerof its Subsidiaries’ Representatives not to, attorneydirectly or indirectly, accountant (i) initiate, solicit or other advisor take any action to knowingly facilitate or representative knowingly encourage the submission of an Acquisition Proposal, (ii) enter into, engage or participate in any discussions or negotiations with any Person concerning an Acquisition Proposal or the making of an Acquisition Proposal, or (iii) furnish any confidential information relating to the Company or any of its Subsidiaries to, afford access to the business, properties, assets, books or records of the Company or any of its Subsidiaries to, directly or indirectlyotherwise cooperate with, (i) solicitassist, initiatefacilitate or encourage any effort, negotiate by any Person in connection with an Acquisition Proposal or encourageinquiries regarding an Acquisition Proposal or the making of an Acquisition Proposal. The Company agrees that any violation of the restrictions on the Company set forth in this Section 6.8 by any Representative of the Company or any of its Subsidiaries shall be a breach of this Section by the Company. Notwithstanding the foregoing provisions of this Section 6.8(b), prior to the Acceptance Date, the Company may furnish information to, or take any other action knowingly to facilitate, any Takeover Proposal (as defined below) or (ii) enter into, continue or otherwise participate in any into discussions or negotiations regarding, or furnish to any person any information with respect to, or otherwise cooperate in any way with, any Takeover ProposalPerson that has made a bona fide, unsolicited, written Acquisition Proposal if, and only to the extent that: (A) the Company Board and the Special Committee, after consulting with the Company’s and the Special Committee’s outside legal and financial advisors, have determined in each good faith that such Acquisition Proposal constitutes a Superior Proposal or is reasonably expected to result in a Superior Proposal and that the failure to take such action would be reasonably likely to result in a breach of their fiduciary duties under applicable Law; (B) such Acquisition Proposal is not the result of a breach by the Company or its Subsidiaries of this Section 6.8 and the Company and its Subsidiaries are otherwise in compliance with this Section 6.8; and (C) prior to furnishing such information or engaging in discussions or negotiations, the Company receives from such Person an executed confidentiality agreement (a copy of which shall be provided to Parent) on terms no less favorable to the Company than those contained in the Confidentiality Agreement, as determined by counsel to the Company, and all such information provided or made available to such Person (to the extent that such information has not been previously provided or made available to Parent) is provided or made available to Parent, as the case may be, at or before the time it is provided or made available to such other than a Takeover Proposal made by ParentPerson; provided, however, that at any time prior the Company may enter into negotiations solely with respect to obtaining approval entering into such confidentiality agreement with a Person who has made a bona fide, unsolicited, written Acquisition Proposal without breaching, or being deemed to breach, this Section 6.8. (c) From the date hereof until the Closing or the earlier termination of the Company's shareholders as contemplated by Section 6.02 hereofthis Agreement in accordance with its terms, the Board Company shall notify Parent in writing within one Business Day following receipt by the Company of Directors any Acquisition Proposal, any inquiry with respect to an Acquisition Proposal, or request for access to information or the properties, books or records of the Company mayor any Subsidiary by any Person that informs the Company or such Subsidiary that it is considering making, or has made, an Acquisition Proposal. The written notice shall include all material terms and conditions of the Acquisition Proposal or such inquiry or request (including the identity of the Person making such Acquisition Proposal, inquiry or request), and, if in writing, shall include a copy of such Acquisition Proposal, inquiry or request. The Company shall keep Parent reasonably apprised of any material modification of or amendment to such Acquisition Proposal, inquiry or request and of any developments, discussions and negotiations with respect to such Acquisition Proposal, inquiry or request. The Company shall provide Parent as soon as reasonably practicable (but in no event later than one Business Day) after receipt thereof with copies of all correspondence and other written material sent or provided to the Company from any Person in connection with such Acquisition Proposal, inquiry or request. (d) Nothing contained in this Section 6.8 prohibits or will be construed as prohibiting the Company or the Company Board from (i) taking and disclosing to the Company’s stockholders a position contemplated by Rule 14e-2(a) promulgated under the Exchange Act or (ii) making any disclosure to the Company’s stockholders if, in response the good faith judgment of the Company Board, after consultation with outside counsel, failure to make such disclosure would be inconsistent with applicable Law. (e) From the date hereof until the Closing or the earlier termination of this Agreement in accordance with its terms, neither the Company Board nor the Special Committee thereof shall (i) approve or recommend, or fail to recommend rejection of, any Acquisition Proposal, (ii) fail to make, withdraw, modify or amend in a bona fide written Takeover Proposal that such manner adverse to Parent or Merger Sub (or publicly propose to withdraw, modify or amend in a manner adverse to Parent or Merger Sub) the Company Board Recommendation, or otherwise take any action or make any public statement inconsistent with, the Company Board Recommendation (any of Directors reasonably determines the foregoing in clause (i) of this Section 6.8(e) or this clause (ii), an “Adverse Recommendation Change”), (iii) cause or permit the Company to enter into any letter of intent, agreement in principle, term sheet, acquisition agreement, option agreement or similar agreement with respect to any Acquisition Proposal, (iv) grant any waiver or release under any standstill or similar agreement with respect to any class of equity securities of the Company or any of its Subsidiaries or under the Rights Agreement, (v) take any action to render the restrictions on business combinations set forth in Section 203 of the DGCL inapplicable to any transaction (other than the Transactions), or (vi) cooperate with any Person other than Parent or Merger Sub with respect to the preparation and filing of documents under Ohio Revised Code Section 1707.041. Notwithstanding the foregoing provisions of this Section 6.8(e), the Company Board may make an Adverse Recommendation Change if the Company Board and the Special Committee have concluded in good faith is faith, after consultation with the Company’s and Special Committee’s outside financial and legal advisors, that failure of the Company Board to effect such Adverse Recommendation Change would be reasonably likely to result in a breach of their fiduciary duties under applicable Law. (f) Neither the Company Board nor the Special Committee shall make an Adverse Recommendation Change or cause the Company to exercise its right to terminate this Agreement pursuant to Section 8.1(e)(ii) unless: (i) the Company promptly (i.e., within one Business Day) after a meeting of the Company Board and a meeting of the Special Committee provides written notice (“Notice of Adverse Recommendation”) advising Parent that the Company Board and the Special Committee intend to take any such action and specifying the reasons therefor, including, if applicable, (A) the material terms and conditions of a Superior Proposal, (B) the identity of the Person making such Superior Proposal and (C) the terms and conditions of any proposed agreement relating to such Superior Proposal; (ii) during a period commencing on the date that the Notice of Adverse Recommendation is deemed to be received by Parent in accordance with Section 9.1 and ending at 5:00 p.m., Eastern Time, on the third Business Day thereafter (such three-Business Day period, the “Notice Period”), the Company supplies all information requested by Parent, otherwise cooperates and negotiates exclusively with Parent in good faith to make such adjustments to the terms and conditions of this Agreement as defined belowwould enable the Company to proceed with the Company Board Recommendation and not make such Adverse Recommendation Change; (iii) orfollowing expiration of the Notice Period, the Company Board and the Special Committee, after consultation with its independent the Company’s and Special Committee’s outside financial and legal advisors, constitutes a Superior Proposal determine in good faith (as defined below), after taking into account any adjustments to the terms and which Takeover Proposal was unsolicited and did not otherwise conditions of this Agreement) that failure of the Company Board to effect such Adverse Recommendation Change would be reasonably likely to result from in a breach of this their fiduciary duties under applicable Law; and (iv) if required by the terms of Section 6.048.3(a), (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 substantially concurrent basis to Parent, and (y) participate in discussions or negotiations with the person making such Takeover Proposal (and its representatives) regarding such Takeover Proposal, provided that the Company shall have delivered has paid to Parent prior written notice advising Parent that it intends to participate the fee described in such discussions or negotiationsSection 8.3(a). The Company will immediately cease all existing activities, discussions and negotiations with any parties conducted heretofore with respect to any Takeover Proposal and request the return of all confidential information regarding the Company and ELF provided to any such parties prior to the date hereof pursuant Any modification to the terms and conditions of any confidentiality agreements a Superior Proposal, if any, or otherwisea proposed agreement, if any, relating to such Superior Proposal from those described in a Notice of Adverse Recommendation shall require the Company to deliver a new Notice of Adverse Recommendation and shall trigger a new Notice Period commencing on the date that the new Notice of Adverse Recommendation is received by Parent.

No Solicitation. (a) The From the date hereof until the termination hereof, Company shall not, nor shall it permit any of will not and will cause its Subsidiaries and the officers, directors, employees, investment bankers, consultants and other agents of Company and its Subsidiaries not to, directly or authorize indirectly, take any action to solicit, initiate, encourage or permit facilitate the making of any directorAcquisition Proposal or any inquiry with respect thereto or engage in discussions or negotiations with any person with respect thereto, officer or employee of the disclose any non-public information relating to Company or any of its Subsidiaries or any investment bankerafford access to the properties, attorney, accountant books or other advisor or representative records of the Company or any of its Subsidiaries to, directly or indirectly, (i) solicit, initiate, negotiate or encourageany 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 take any other action knowingly to facilitate, any Takeover Proposal (as defined below) or (ii) enter into, continue or otherwise participate in any entering into discussions or negotiations regarding, or furnish to any person any information with respect to, or otherwise cooperate in any way with, any Takeover Proposal, person in each case other than a Takeover connection with an unsolicited bona fide Acquisition Proposal made by Parent; provided, however, received from such person that 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 lead to a Superior Proposal (Proposal, so long as defined below)prior to furnishing non-public information to, and which Takeover Proposal was unsolicited and did not otherwise result or entering into discussions or negotiations with, such person, Company receives from a breach of such person an executed confidentiality agreement with terms no less favorable to Company than those contained in the Parent Confidentiality Agreement; provided, further that nothing contained in this Section 6.04, (x) furnish information with respect to Agreement shall prevent the Company Board from 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 its Subsidiaries to in writing and shall identify the person making such Takeover 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 any of its representatives) pursuant Subsidiaries or for access to a confidentiality agreement 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 terms not more favorable access to such person than the Confidentiality Agreementnonpublic information or properties, provided that all such information is provided on a prior books or substantially concurrent basis to Parent, and (y) participate in discussions or negotiations with the person making such Takeover Proposal (and its representatives) regarding such Takeover Proposal, provided that the records. Company shall have delivered to give Parent prior written two business days' advance notice advising Parent that it intends to participate in (which notice shall include the terms and conditions of such discussions or negotiations. The Company will immediately cease all existing activities, discussions and negotiations with any parties conducted heretofore proposal with respect to an Acquisition Proposal) of any Takeover definitive agreement providing for an Acquisition Proposal to be entered into with any person or entity making any such inquiry, offer or proposal. Company shall not be permitted to terminate this Agreement pursuant to Section 7.01(d)(1) unless it shall have satisfied the obligations of this Section 5.05 and request the return of all confidential information regarding the Company and ELF provided prior to any such parties termination, Company shall, and shall cause its financial and legal advisors to, during the two business day period referenced in the preceding sentence, negotiate in good faith with Parent to make such adjustments in the terms and conditions of this Agreement as would enable Company to proceed with the transactions contemplated herein. Company will, and will cause the other persons listed in the first sentence of this Section 5.05 to, immediately cease and cause to be terminated all discussions and negotiations, if any, that have taken place prior to the date hereof pursuant with any parties with respect to any Acquisition Proposal. Subject to compliance with their fiduciary duties, as determined in good faith by the Company Board, and subject to the terms of exceptions set forth in this Section 5.05, the Company Board shall not authorize Company to waive any standstill or confidentiality provisions contained in agreements to which Company is a party or otherwiseto which Company is subject, other than the Parent Confidentiality Agreement.

No Solicitation. (a) The Company shall not, nor shall it permit any of its Subsidiaries to, or authorize or permit any directorCompany Subsidiary to, officer nor shall it authorize or permit any officer, director or employee of the Company or any of its Subsidiaries of, or any investment banker, attorney, accountant attorney or other advisor or representative of (each, a "Representative" and collectively, "Representatives") of, the Company or any of its Subsidiaries Company Subsidiary to, directly or indirectly, (i) directly or indirectly solicit, initiate, negotiate initiate or encourage, or take any other action knowingly to facilitateencourage the submission of, any Company Takeover Proposal (as defined below) or in Section 5.02(e)), (ii) enter into, continue into any agreement with respect to any Company Takeover Proposal or otherwise (iii) directly or indirectly participate in any discussions or negotiations regarding, or furnish to any person any information with respect to, or otherwise cooperate in take any way withother 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, in each case other than a Takeover Proposal made by Parent; provided, however, that at any time that, during the period prior to obtaining approval of the Company's shareholders as contemplated by Section 6.02 hereofCompany Stockholder Approval, the Board of Directors Company and its Representatives may, to the extent required by the fiduciary obligations of the Company mayBoard, as determined in good faith by a majority of the members thereof after consultation with outside counsel, 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 Company Proposal (as defined belowin Section 5.02(e)) or 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 which Takeover Proposal was unsolicited and that did not otherwise result from a breach or a deemed breach of this Section 6.045.02(a), and subject to compliance with Section 5.02(c), (x) furnish information with respect to the Company and its Subsidiaries to the person making such Superior Company Proposal or Company Takeover Proposal (and its representatives) Representatives pursuant to a confidentiality agreement with terms not more favorable to such person less restrictive of the other party than the Confidentiality Agreement, provided that all such information is provided on a prior or substantially concurrent basis to Parent, Agreement (as defined in Section 6.02) and (y) participate in discussions or 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 Company Subsidiary shall be deemed to be a breach of this Section 5.02(a) by the Company. Other than as permitted by the proviso to the first sentence of this Section 5.02(a), the Company shall, and shall cause its Representatives to, cease immediately all discussions and negotiations regarding any proposal that constitutes, or may reasonably be expected to lead to, a Company Takeover Proposal. (b) The Company promptly shall advise Parent orally and in writing of any Company Takeover Proposal or any inquiry with respect to or that could reasonably be expected to lead to any Company Takeover Proposal and the identity of the person making any such Company Takeover Proposal (and its representatives) regarding or inquiry including any change to the material details of any such Company Takeover Proposal, provided that the Company shall have delivered to Parent prior written notice advising Parent that it intends to participate in such discussions Proposal or negotiationsinquiry. The Company will immediately cease shall (i) keep Parent fully informed of the status including any change to the material details of any such Company Takeover Proposal or inquiry and (ii) provide to Parent as soon as practicable after receipt or delivery thereof with copies of all existing activities, discussions material correspondence and negotiations other written material sent or provided to the Company from any third party in connection with any parties conducted heretofore with respect Company Takeover Proposal or sent or provided by the Company to any third party in connection with any Company Takeover Proposal and request the return of all confidential information regarding Proposal. (c) Nothing contained in this Section 5.02 shall prohibit the Company from taking and ELF provided disclosing to its stockholders a position contemplated by Rule 14d-9 or 14e-2 promulgated under the Exchange Act or from making any such parties prior required disclosure to the date hereof pursuant Company's stockholders if, in the good faith judgment of the Company Board, after consultation with outside counsel, failure so to the terms disclose would be inconsistent with its obligations under applicable Law. (d) For purposes of any confidentiality agreements or otherwise.this Agreement:

No Solicitation. (a) The From and after the date of this Agreement until the Effective Time or the earlier termination of this Agreement in accordance with its terms, the Company shall will not, nor shall it and will not permit any of its Subsidiaries or its or their respective directors, officers, investment bankers, affiliates, representatives and agents to, or authorize or permit any director, officer or employee of the Company or any of its Subsidiaries or any investment banker, attorney, accountant or other advisor or representative of the Company or any of its Subsidiaries to, directly or indirectly, (i) solicit, initiate, negotiate or encourageencourage (including by way of furnishing information), or take any other action knowingly to facilitate, any Takeover Proposal (as defined below) inquiries or proposals that constitute, or could reasonably be expected to lead to, any Company Acquisition Proposal, or (ii) engage in, or enter into, continue any negotiations or otherwise participate in discussions concerning any discussions or negotiations regarding, or furnish to any person any information with respect to, or otherwise cooperate in any way with, any Takeover Company Acquisition Proposal. Notwithstanding the foregoing, in each case other than the event that, notwithstanding compliance with the preceding sentence, the Company receives a Takeover Company Acquisition Proposal made by Parent; providedthat is or reasonably may be expected to lead to a Company Superior Proposal the Company may, however, to the extent that 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 advisorsoutside counsel) that such action would, constitutes a Superior Proposal (as defined below)in the absence of the foregoing proscriptions, and which Takeover Proposal was unsolicited and did not otherwise result from a breach of this Section 6.04be required by its fiduciary duties, (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 substantially concurrent basis to Parent, and (y) participate in discussions or negotiations regarding any Company Acquisition Proposal in order to be informed and make a determination with respect thereto. In such event, the person Company shall, (i) no less than twenty four (24) hours prior to participating in any such discussions, inform Parent of the material terms and conditions of such Company Acquisition Proposal, including the identity of the Person making such Takeover Proposal (and its representatives) regarding such Takeover Proposal, provided that the Company shall have delivered to Parent prior written notice advising Parent that it intends to participate in such discussions or negotiations. The Company will immediately cease all existing activities, discussions and negotiations with any parties conducted heretofore with respect to any Takeover Acquisition Proposal and request (ii) promptly keep Parent informed of the return of all confidential information regarding the Company and ELF provided to status including any such parties prior to the date hereof pursuant material change to the terms of any confidentiality agreements such Company Acquisition Proposal. As used herein, the term "Company Acquisition Proposal" shall mean any bona fide inquiry, proposal or offer relating to any (i) merger, consolidation, business combination, or similar transaction involving the Company or any Subsidiary of the Company, (ii) sale, lease or other disposition, directly or indirectly, by merger, consolidation, share exchange or otherwise., of any assets of the Company or any Subsidiary of the Company in one or more transactions, (iii) issuance, sale, or other

No Solicitation. (a) The 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, nor shall it permit any of its Subsidiaries to, or will they authorize or permit any directorof their respective officers, officer directors, affiliates or employee of the Company or any of its Subsidiaries employees or any investment banker, attorney, accountant attorney or other advisor or representative of the Company or retained by any of its Subsidiaries them to, directly or indirectly, (i) solicit, initiate, negotiate or seek, entertain, encourage, or take any other action knowingly to intentionally facilitate, support or induce the making, submission or announcement of any Takeover Acquisition Proposal (as defined below) or hereinafter defined), (ii) enter into, continue or otherwise participate in any discussions or negotiations regarding, or furnish deliver or make available to any person any non-public information with respect to, or otherwise cooperate in take any way withother action to knowingly facilitate any inquiries or the making of any proposal that constitutes, or may reasonably be expected to lead to, any Takeover Acquisition Proposal, (iii) engage in each case discussions with any person with respect to any Acquisition Proposal, except as to the existence of these provisions, (iv) approve, endorse or recommend any Acquisition Proposal or (v) enter into any letter of intent or any other than a Takeover Proposal made by ParentContract contemplating or otherwise relating to any Acquisition Proposal; provided, however, that at any time prior to obtaining approval of the Company's shareholders as contemplated by Company Stockholder Approvals, this Section 6.02 hereof5.4(a) shall not prohibit Company from delivering or making available nonpublic information regarding Company and its subsidiaries to, or entering into discussions with, any person or group who has submitted (and not withdrawn) to Company an unsolicited, written, bona fide Acquisition Proposal that the Board of Directors of the Company may, in response to a bona fide written Takeover Proposal that such Board of Directors reasonably determines concludes in good faith (after receipt of advice of its outside legal counsel and a financial advisor of national standing) that doing so is reasonably likely to result in an Adverse Recommendation Change a Superior Offer if (as defined below1) orneither Company nor any representative of Company and its subsidiaries shall have violated any of the restrictions set forth in this Section 5.4(a) or 5.4(b), (2) the Board of Directors of Company concludes in good faith, after consultation with receipt of advice of its independent financial advisorsoutside counsel, constitutes a Superior Proposal (as defined below), and which Takeover Proposal was unsolicited and did not otherwise that the failure of the Board of Directors of Company to take such action would reasonably be likely to result from in a breach of this Section 6.04its fiduciary obligations to Company’s stockholders under applicable law, (x3) furnish information with respect to Company gives Parent written notice no later than twenty-four hours after receiving such Acquisition Proposal of 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 identity of such person than or group and all of the Confidentiality Agreement, provided that all material terms and conditions of such information is provided on a prior or substantially concurrent basis to Parent, and (y) participate in discussions or negotiations with the person making such Takeover Proposal (and its representatives) regarding such Takeover Proposal, provided that the Company shall have delivered to Parent prior written notice advising Parent that it intends to participate in such discussions or negotiations. The Company will immediately cease all existing activities, discussions and negotiations with any parties conducted heretofore with respect to any Takeover Proposal and request the return of all confidential information regarding the Company and ELF provided to any such parties prior to the date hereof pursuant to the terms of any confidentiality agreements or otherwise.Acquisition

No Solicitation. (a) The From the date hereof until the earlier of the First Merger Effective Time and the termination of this Agreement in accordance with its terms, the Company shall not, nor shall it permit any of cause its Subsidiaries toand the respective officers, or authorize or permit any directordirectors, officer or employee financial advisers, attorneys and accountants of the Company or any of Entities to not, and shall use its Subsidiaries or any investment banker, attorney, accountant or reasonable best efforts to ensure that the other advisor or representative Representatives of the Company or any of its Subsidiaries toEntities do not, in each case, directly or indirectly, : (i) solicit, initiate, negotiate knowingly encourage or encourageknowingly facilitate the making, submission or take announcement of any other action knowingly Acquisition Proposal with respect to facilitate, any Takeover Proposal (as defined below) the Company or Acquisition Inquiry with respect to the Company; (ii) furnish any information regarding, or afford any Person access to, the business, properties, assets, books or records of any of the Company Entities to any Person in connection with or in response to an Acquisition Proposal with respect to the Company or Acquisition Inquiry with respect to the Company; (iii) engage in discussions (except to disclose to such Person the existence of this Section 4.4) or negotiations with any Person relating to any Acquisition Proposal with respect to the Company or Acquisition Inquiry with respect to the Company; (iv) approve, endorse or recommend any Acquisition Proposal with respect to the Company or Acquisition Inquiry with respect to the Company or any Person or group becoming an “interested stockholder” under Section 203 of the DGCL; or (v) enter into, continue into any letter of intent or similar document or any Contract (other than a confidentiality agreement on the terms described below) contemplating or otherwise participate relating to any Acquisition Transaction with respect to the Company; provided, however, that prior to the adoption of this Agreement by the Required Company Stockholder Vote, neither this Section 4.4(a) nor any other provision of this Agreement shall prohibit the Company from furnishing any information regarding, or affording any Person access to the business, properties, assets, books or records of any of the Company Entities to, or engaging in discussions and negotiations with any Person (it being understood that clause “(i)” above shall not prohibit discussions and negotiations otherwise permitted by this proviso) in response to an Acquisition Proposal with respect to the Company that is submitted to the Company by such Person after the date hereof (and not withdrawn) that the Company Board concludes in good faith, after consulting with its outside legal counsel and financial advisors, could reasonably be expected to result in a Company Superior Offer if: (A) such Acquisition Proposal did not result from any material breach of any of the provisions set forth in this Section 4.4 or Section 5.2(b); (B) the Company Board concludes in good faith, after having consulted with its outside legal counsel, that failure to take such action could reasonably be expected to constitute a breach of the fiduciary duties of the Company Board under applicable Legal Requirements; (C) at least one Business Day prior to furnishing any such nonpublic information or public access 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 or access to, or enter into discussions with, such Person, and the Company receives from such Person an executed confidentiality agreement containing (x) customary non-solicitation provisions and (y) other provisions (including nondisclosure provisions and use restrictions) that are at least as favorable to the Company as the provisions of the Confidentiality Agreement as in effect immediately prior to the execution of this Agreement, which confidentiality agreement shall not include any provisions that would prevent or restrict the Company or the Company’s Representatives from providing any information to Parent to which Parent would be entitled under any provision of this Agreement (provided, however, that no such confidentiality agreement need include “standstill” provisions); and (D) substantially concurrently with the furnishing of any such nonpublic information to such Person, the Company furnishes such nonpublic information to Parent (to the extent such nonpublic information has not been previously furnished by the Company to Parent). (b) From the date hereof until the earlier of the First Merger Effective Time and the termination of this Agreement in accordance with its terms, Parent shall not, shall cause its Subsidiaries and the respective officers, directors, financial advisers, attorneys and accountants of the Parent Entities to not, and shall use its reasonable best efforts to ensure that the other Representatives of the Parent Entities do not, in each case, directly or indirectly: (i) solicit, initiate, knowingly encourage or knowingly facilitate the making, submission or announcement of any Acquisition Proposal with respect to Parent or Acquisition Inquiry with respect to Parent; (ii) furnish any information regarding, or furnish afford any Person access to, the business, properties, assets, books or records of any of the Parent Entities to any person any information Person in connection with or in response to an Acquisition Proposal with respect toto Parent or Acquisition Inquiry with respect to Parent; (iii) engage in discussions (except to disclose to such Person the existence of this Section 4.4) or negotiations with any Person relating to any Acquisition Proposal with respect to Parent or Acquisition Inquiry with respect to Parent; (iv) approve, endorse or otherwise cooperate in recommend any way with, Acquisition Proposal with respect to Parent or Acquisition Inquiry with respect to Parent or any Takeover Proposal, in each case Person or group becoming an “interested stockholder” under Section 203 of the DGCL or waive the applicability of Section 203 of the DGCL with respect to any Person or group; or (v) enter into any letter of intent or similar document or any Contract (other than a Takeover Proposal made by confidentiality agreement on the terms described below) contemplating or otherwise relating to any Acquisition Transaction with respect to Parent; provided, however, that at any time prior to obtaining the approval of the Company's shareholders as contemplated Parent Share Issuance by the Required Parent Stockholder Vote, neither this Section 6.02 hereof4.4(b) nor any other provision of this Agreement shall prohibit Parent from furnishing any information regarding, or affording any Person access to the Board business, properties, assets, books or records of Directors any of the Company mayParent Entities to, or engaging in discussions and negotiations with any Person (it being understood that clause “(i)” above shall not prohibit discussions and negotiations otherwise permitted by this proviso) in response to a bona fide written Takeover an Acquisition Proposal with respect to Parent that is submitted to Parent by such Person after the date hereof (and not withdrawn) that the Parent Board of Directors reasonably determines concludes in good faith is faith, after consulting with its outside legal counsel and financial advisors, could reasonably likely be expected to result in an Adverse Recommendation Change a Parent Superior Offer if: (as defined belowA) orsuch Acquisition Proposal did not result from any material breach of any of the provisions set forth in this Section 4.4 or Section 5.3(b); (B) the Parent Board concludes in good faith, after consultation having consulted with its independent financial advisorsoutside legal counsel, constitutes a Superior Proposal (as defined below), and which Takeover Proposal was unsolicited and did not otherwise result from that failure to take such action could reasonably be expected to constitute a breach of this Section 6.04the fiduciary duties of the Parent Board under applicable Legal Requirements; (C) at least one Business Day prior to furnishing any such nonpublic information or public access to, or entering into discussions or negotiations with, such Person, Parent gives the Company written notice of the identity of such Person and of Parent’s intention to furnish nonpublic information or access to, or enter into discussions with, such Person, and Parent receives from such Person an executed confidentiality agreement containing (x) furnish customary non-solicitation provisions and (y) other provisions (including nondisclosure provisions and use restrictions) that are at least as favorable to Parent as the provisions of the Confidentiality Agreement as in effect immediately prior to the execution of this Agreement, which confidentiality agreement shall not include any provisions that would prevent or restrict Parent or Parent’s Representatives from providing any information to the Company to which the Company would be entitled under any provision of this Agreement (provided, however, that no such confidentiality agreement need include “standstill” provisions); and (D) substantially concurrently with the furnishing of any such nonpublic information to such Person, Parent furnishes such nonpublic information to the Company (to the extent such nonpublic information has not been previously furnished by Parent to the Company). (c) Each of Parent and the Company shall promptly (and in no event later than 24 hours after receipt of any Acquisition Proposal with respect to the Company and its Subsidiaries or Parent, as the case may be, or Acquisition Inquiry with respect to the person Company or Parent, as the case may be) advise the other Party to this Agreement in writing of any such Acquisition Proposal or Acquisition Inquiry (including the identity of the Person making or submitting such Takeover Acquisition Proposal (or Acquisition Inquiry and its representatives) pursuant to a confidentiality agreement with the terms not more favorable thereof and copies of all correspondence and other written material sent or provided to such person than Party in connection therewith) that is made or submitted by any Person during the Confidentiality AgreementPre-Closing Period (including copies of any written offer). Each Party receiving an Acquisition Proposal or Acquisition Inquiry with respect to such Party, provided that all as the case may, be shall keep the other Party reasonably informed with respect to: (i) the status of any such information is provided on a prior Acquisition Proposal or substantially concurrent basis to Parent, Acquisition Inquiry; and (yii) participate in discussions the status and terms of any material modification or negotiations with the person making such Takeover Proposal proposed material modification thereto. (d) Each of Parent and its representatives) regarding such Takeover Proposal, provided that the Company shall have delivered to Parent prior written notice advising Parent that it intends to participate in such discussions or negotiations. The Company will immediately cease all and cause to be terminated any discussions existing activitiesas of the date of this Agreement between any of the Parent Entities or any of their Representatives, discussions or any of the Company Entities or any of their Representatives, and negotiations with any parties conducted heretofore other Person that relate to any Acquisition Proposal or Acquisition Inquiry with respect to any Takeover Proposal and request the return of all confidential information regarding the Company or Parent, as the case may be. (e) Each of Parent and ELF provided the Company agrees not to release or permit the release of any Person from, or to waive or permit the waiver of any provision of, any confidentiality, non-solicitation, no hire, “standstill” or similar Contract to which any such parties prior Party or any of its Subsidiaries is a Party or under which any such Party or any of its Subsidiaries has any rights, and will use its reasonable best efforts to cause each such agreement to be enforced in accordance with its terms at the date hereof pursuant request of the other Party to the terms of any confidentiality agreements or otherwisethis Agreement.

No Solicitation. (a) The Company shall and its subsidiaries and affiliates will not, nor shall it permit any of and the Company and its Subsidiaries tosubsidiaries and affiliates will use their reasonable best efforts to ensure that their respective officers, directors, employees, investment bankers, attorneys, accountants and other agents do not, directly or indirectly: (i) initiate, solicit or encourage, or authorize take any action to facilitate the making of, any offer or permit proposal which constitutes or is reasonably likely to lead to any director, officer or employee of Alternative Transaction (as defined below) with respect to the Company or any of its Subsidiaries subsidiaries or any investment bankeran inquiry with respect thereto, attorneyor, accountant or other advisor or representative (ii) in the event of an unsolicited Alternative Transaction for the Company or any of its Subsidiaries tosubsidiaries, directly engage in negotiations or indirectly, (i) solicit, initiate, negotiate or encouragediscussions with, or take provide any other action knowingly to facilitate, any Takeover Proposal (as defined below) information or (ii) enter into, continue or otherwise participate in any discussions or negotiations regarding, or furnish data to any person relating to any information Alternative Transaction, subject to the Board's good faith determination, after consulting with respect to, or otherwise cooperate in any way with, any Takeover Proposal, in each case other than a Takeover Proposal made by Parent; provided, howeveroutside legal counsel to the Company, that at any time prior the failure to obtaining approval of the Company's shareholders as contemplated by Section 6.02 hereof, the Board of Directors of the Company may, engage in response to a bona fide written Takeover Proposal that such Board of Directors reasonably determines in good faith is reasonably negotiations or discussions or provide such information would 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 a breach of this Section 6.04, (x) furnish information with respect to the Board's fiduciary duties under applicable law if such Alternative Transaction would provide the Company Stockholders with a purchase price per Share that is higher (the amount of such excess in the purchase price per Share is hereinafter referred to as the "Spread") than the Merger Consideration to be received by the Company Stockholders. The Company shall notify Gaming and its Subsidiaries to RAS orally and in writing of any such inquiries, offers or proposals (including, without limitation, the terms and conditions thereof and the identity of the person making such Takeover Proposal (and its representatives) pursuant to a confidentiality agreement with terms not more favorable to such person than such), within twenty four hours of the Confidentiality Agreement, provided that all such information is provided on a prior or substantially concurrent basis to Parent, and (y) participate in discussions or negotiations with the person making such Takeover Proposal (and its representatives) regarding such Takeover Proposal, provided that the Company shall have delivered to Parent prior written notice advising Parent that it intends to participate in such discussions or negotiationsreceipt thereof. The Company will shall, and shall cause its subsidiaries and affiliates, and their respective officers, directors, employees, investment bankers, attorneys, accountants and other agents to, immediately cease and cause to be terminated all existing activities, discussions and negotiations negotiations, if any, with any parties conducted heretofore with respect to any Takeover Proposal and request the return of all confidential information regarding Alternative Transaction relating to the Company or any of its subsidiaries. Notwithstanding anything to the contrary, nothing contained in this Section 4.9 shall prohibit the Company or the Board from communicating to the Company Stockholders a position as required by Rules 14d-9 and ELF provided 14a-2 promulgated under the Exchange Act. (b) As used in this Agreement, "Alternative Transaction" shall mean any tender or exchange offer for the Common Stock or for the equivalent securities of any of the Company's subsidiaries, any proposal for a merger, consolidation or other business combination involving any such person, any proposal or offer to acquire in any manner a ten percent or more equity interest in, or ten percent or more of the business or assets of, such person, any proposal or offer with respect to any recapitalization or restructuring with respect to such parties prior person or any proposal or offer with respect to any other transaction similar to any of the date hereof pursuant foregoing with respect to such person or any subsidiary of such person; provided, however, that, as used in this Agreement, the terms term "Alternative Transaction" shall not apply to any transaction of any confidentiality agreements the type described in this subsection (b) involving Gaming, RAS or otherwisetheir affiliates.

No Solicitation. (a) The Company shall and its Subsidiaries will not, nor shall it permit any of its Subsidiaries toand will use their best efforts to cause their respective officers, directors, employees and investment bankers, attorneys or authorize other agents retained by or permit any director, officer or employee acting on behalf of the Company or any of its Subsidiaries not to, (i) initiate, solicit or any investment banker, attorney, accountant or other advisor or representative of the Company or any of its Subsidiaries toencourage, directly or indirectly, (i) solicit, initiate, negotiate any inquiries or encourage, the making of any proposal that constitutes or take is reasonably likely to lead to any other action knowingly to facilitate, any Takeover Acquisition Proposal (as defined belowin Section 5.5(c) or hereof), (ii) except as permitted below, engage in negotiations or discussions with, or furnish any information or data to any third party relating to an Acquisition Proposal, or (iii) except as permitted below, enter intointo any agreement with respect to any Acquisition Proposal or approve any Acquisition Proposal. Notwithstanding anything to the contrary contained in this Section 5.5 or in any other provision of this Agreement, continue or otherwise the Company and its Board of Directors (i) may participate in any discussions or negotiations regarding(including, as a part thereof, making any counterproposal) with or furnish information to any third party making an unsolicited Acquisition Proposal (a "Potential Acquiror") or approve an unsolicited Acquisition Proposal if the Company's Board of Directors is advised by its financial advisor that such Potential Acquiror has the financial wherewith- 40 42 al to be reasonably capable of consummating such an Acquisition Proposal, and either (A) the Board determines in good faith, after receiving advice from its financial advisor, that such third party has submitted to the Company an Acquisition Proposal which is a Superior Proposal, or furnish to any person any information with respect to(B) the Board determines in good faith, or otherwise cooperate in any way with, any Takeover Proposal, in each case other than a Takeover Proposal made by Parent; provided, howeverbased upon advice of its outside legal counsel, that at any time prior the failure to obtaining approval of participate in such discussions or negotiations or to furnish such information or approve an Acquisition Proposal would violate the Board's fiduciary duties under applicable law, and (ii) shall be permitted to (X) take and disclose to the Company's shareholders a position with respect to any tender or exchange offer by a third party, or amend or withdraw such position, pursuant to Rules 14d-9 and 14e-2 of the Exchange Act or (Y) make disclosure to the Company's shareholders, in the case of clause (X) or clause (Y) either (1) with respect to or as contemplated by Section 6.02 hereofresult of a Superior Proposal, or (2) if the Company's Board of Directors determines in good faith, based upon advice of its outside legal counsel, that the failure to take such action would violate such Board's fiduciary duties under, or otherwise violate, applicable law. The Company agrees that any non-public information furnished to a Potential Acquiror will be pursuant to a confidentiality agreement substantially similar to the confidentiality provisions of the confidentiality agreement entered into between the Company and Parent. In the event that the Company shall determine to provide any information as described above, or shall receive any Acquisition Proposal, it shall promptly inform Parent in writing as to the fact that information is to be provided and shall furnish to Parent the identity of the recipient of such information and/or the Potential Acquiror and the terms of such Acquisition Proposal, except to the extent that the Board determines in good faith, based upon advice of its outside legal counsel, that any such action described in this sentence would violate such Board's fiduciary duties under, or otherwise violate, applicable law. The Company will keep Parent reasonably informed of the status (including amendments or proposed amendments) of any such Acquisition Proposal except to the extent that the Board determines in good faith, based upon advice of its outside legal counsel, that any such action would violate such Board's fiduciary duties under, or otherwise violate, applicable law. (b) The Board of Directors of the Company mayshall not (i) withdraw or modify or propose to withdraw or modify, in response any manner adverse to a bona fide written Takeover Proposal that Parent, the approval or recommendation of such Board of Directors reasonably of this Agreement, the Offer or the Merger or (ii) approve or recommend, or propose to approve or recommend, any Acquisition Proposal unless, in each case, (A) the Board determines in good faith faith, after receiving advice from its financial advisor, that such Acquisition Proposal is reasonably likely a Superior Proposal or (B) the Board determines in good faith, based upon advice of its outside legal counsel, that the failure to result take such action would violate Board's fiduciary duties under applicable law. (c) For purposes of this Agreement, "Acquisition Proposal" shall mean any bona fide proposal, whether in an Adverse Recommendation Change writing or otherwise, made by a third party to acquire beneficial ownership (as defined belowunder Rule 13(d) orof the Exchange Act) of all or a material portion of the assets of, after consultation with its independent financial advisorsor any material equity interest in, constitutes a Superior Proposal (as defined below), and which Takeover Proposal was unsolicited and did not otherwise result from a breach of this Section 6.04, (x) furnish information with respect to the Company and or its material Subsidiaries to the person making such Takeover Proposal (and its representatives) pursuant to a confidentiality agreement with terms not more favorable merger, consolidation or other business combination, sale of shares of capital stock, sale of assets, tender offer or exchange offer or similar transaction involving the Company or its material Subsidiaries including, without limitation, any single or multi-step transaction or series of related transactions which is structured to permit such person third party to acquire beneficial ownership of any material portion of the assets of, or any material portion of the equity interest in, the Company or its material Subsidiaries (other than the Confidentiality transactions contemplated by this Agreement, provided that all such information is provided on a prior or substantially concurrent basis to Parent, and (y) participate in discussions or negotiations with the person making such Takeover Proposal (and its representatives) regarding such Takeover Proposal, provided that the Company shall have delivered to Parent prior written notice advising Parent that it intends to participate in such discussions or negotiations. The Company will immediately cease all existing activities, discussions and negotiations with any parties conducted heretofore with respect to any Takeover Proposal and request the return of all confidential information regarding the Company and ELF provided to any such parties prior to the date hereof pursuant to the terms of any confidentiality agreements or otherwise).

No Solicitation. (a) The During the period from the date of this Agreement until the earlier of (i) the termination of this Agreement in accordance with its terms and (ii) the Effective Time, the Company shall will not, nor shall it permit directly or indirectly, through any of its Subsidiaries toofficer, or authorize or permit any director, officer employee, stockholder, representative or employee agent of the Company or any of its Subsidiaries or any investment banker, attorney, accountant or other advisor or representative of (and the Company or any of its Subsidiaries shall cause such officers, directors, employees, stockholders, representatives and agents not to, directly or indirectly), (i) solicit, initiate, negotiate facilitate or encourageencourage any inquiries or proposals that constitute, or take could reasonably be expected to lead to, a proposal or offer for a merger, consolidation, business combination, sale of substantial assets, sale of shares of capital stock or similar transactions involving the Company, other than the transactions contemplated by this Agreement (any other action knowingly of the foregoing inquiries or proposals being referred to facilitatein this Agreement as an "Acquisition Proposal"), any Takeover Proposal (as defined below) or (ii) enter into, continue engage in negotiations or otherwise participate in any discussions or negotiations regardingconcerning, or furnish provide any information concerning the Company to any person any information with respect or entity relating to, or otherwise cooperate in any way with, any Takeover Acquisition Proposal, or (iii) agree to, approve or recommend any Acquisition Proposal. (b) The Company shall notify the Buyer immediately (and no later than 24 hours) after receipt by the Company (or its advisors) of any Acquisition Proposal or any request for information concerning the Company in each case other than a Takeover connection with an Acquisition Proposal made by Parent; providedor for access to the properties, however, that at any time prior to obtaining approval of the Company's shareholders as contemplated by Section 6.02 hereof, the Board of Directors books or records of the Company mayby any person or entity that informs the Company that it is considering making, 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 or has made, 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 a breach of this Section 6.04, (x) furnish information with respect Acquisition Proposal. Such notice to the Company Buyer shall be made orally and its Subsidiaries to in writing and shall indicate in reasonable detail the person making identity of the offeror and the terms and conditions of such Takeover Proposal (and its representatives) pursuant to a confidentiality agreement with terms not more favorable to such person than the Confidentiality Agreementproposal, provided that all such information is provided on a prior inquiry or substantially concurrent basis to Parent, and (y) participate in discussions or negotiations with the person making such Takeover Proposal (and its representatives) regarding such Takeover Proposal, provided that the Company shall have delivered to Parent prior written notice advising Parent that it intends to participate in such discussions or negotiationscontact. The Company will immediately cease shall keep the Buyer informed of all existing activitiesmaterial developments and the status of any Acquisition Proposal, discussions and negotiations or any request for information in connection with any parties conducted heretofore Acquisition Proposal or for access to the properties, books or records of the Company by any person or entity that is considering making, or has made, an Acquisition Proposal. The Company shall provide the Buyer with respect copies of all documents received from or delivered or sent to any Takeover Proposal and request the return of all confidential information regarding the Company and ELF provided to any such parties prior to the date hereof pursuant to the terms of any confidentiality agreements person or otherwiseentity that is considering making or has made, an Acquisition Proposal.

No Solicitation. (a) The 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, nor shall it permit any of its Subsidiaries to, or nor shall it authorize or permit any directorof its officers, officer directors or employee of the Company employees or any of its Subsidiaries or any Affiliate, investment banker, financial advisor, attorney, accountant or other advisor or representative of the Company Representative retained by it or any of its Subsidiaries to, directly or indirectly, (i) solicit, initiate, negotiate initiate or encourage, knowingly encourage (including by way of furnishing information) or take any other action knowingly to facilitate, any inquiry or the making of any proposal which constitutes, or may reasonably be expected to lead to, any Takeover Proposal, (ii) enter into any letter of intent, memorandum of understanding, merger agreement or other agreement, arrangement or understanding relating to any Takeover Proposal (as defined belowother than an Acceptable Confidentiality Agreement entered into pursuant to subsection (A) of the proviso of this sentence) or (iiiii) 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, regarding any Takeover Proposal, in each case other than a Takeover Proposal made by Parent; provided, however, that at any time if, prior to obtaining approval the Company Stockholder Approval (in the case of the Company's shareholders as contemplated by Section 6.02 hereof) or the Parent Stockholder Approval (in the case of Parent), following the Board receipt of Directors of the Company may, in response to a bona fide written Superior Proposal or a Takeover Proposal that such the Company Board of Directors reasonably or Parent Board, as applicable, determines in good faith is reasonably likely expected to result lead to a Superior Proposal and that in an Adverse Recommendation Change (either case was unsolicited and made after the date of this Agreement in circumstances not otherwise involving a breach of this Agreement, the Company Board or the Parent Board, as defined below) orapplicable, determines in good faith, after consultation with outside legal counsel, that a failure to take such action with respect to such Takeover Proposal would be inconsistent with the exercise of its independent financial advisorsfiduciary duties to the Company’s stockholders or Parent’s stockholders, constitutes a Superior Proposal (as defined belowapplicable, under applicable Law, the Company or Parent, as applicable, may, in response to such Takeover Proposal, and subject to compliance with Section 5.4(c), and which Takeover Proposal was unsolicited and did not otherwise result from a breach of this Section 6.04, (xA) furnish information with respect to the Company and its Subsidiaries or Parent, as applicable, to the person party making such Takeover Proposal (and its representatives) pursuant to a confidentiality agreement with terms (an “Acceptable Confidentiality Agreement”) that contains confidentiality and standstill provisions not more less favorable to such person the Company or Parent, as the case may be, than those contained in the Confidentiality Agreement, Agreements; provided that (x) such confidentiality agreement shall permit the provision of all such information to Parent and the Company, as applicable, that is contemplated or required by this Section 5.4 to be provided on a prior to Parent or substantially concurrent basis to Parentthe Company, as applicable, and (y) participate such confidentiality agreement shall include a standstill, except 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 a confidential manner and (ii) such confidentiality agreement need not include a standstill to the 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 the person making such Takeover Proposal (and its representatives) party regarding such Takeover Proposal. In addition, provided notwithstanding anything in this Agreement to the contrary, following the receipt of a Takeover Proposal, the Company 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 conditions thereof and the Company or Parent, 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 Subsidiaries shall be deemed to be a breach of this Section 5.4(a) by the Company or Parent, as applicable. Prior to the termination of this Agreement, except in connection with a concurrent termination of this Agreement pursuant to Section 7.1(c)(iv) or Section 7.1(d)(iv), but subject to the concurrent payment of the applicable Company Termination Fee or Parent Termination Fee, as the 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 applicable, otherwise cause such restrictions not to apply, and (2) the Company shall have delivered not (x) terminate (or permit the termination of (except in accordance with its terms and not related to Parent prior written notice advising Parent that it intends to participate in such discussions a Takeover Proposal)), waive or negotiations. The Company will immediately cease all existing activities, discussions and negotiations with any parties conducted heretofore with respect to any Takeover Proposal and request the return of all confidential information regarding amend the Company and ELF provided to any such parties prior to the date hereof pursuant to the terms of any confidentiality agreements or otherwise.Rights Agreement,

No Solicitation. (a) The From the date of this Merger Agreement until the Effective Time or the termination of this Merger Agreement pursuant to the terms of this Merger Agreement, the Company shall not, nor not and shall it not permit any of its Subsidiaries toSubsidiaries, Affiliates, directors, officers, employees, agents or authorize representatives, including, without limitation, any investment banker, attorney or permit any director, officer or employee accountant of the Company or any of its Subsidiaries (collectively, "Representatives") directly or indirectly, to (i) initiate, solicit, encourage or knowingly facilitate (including by way of furnishing information), the making of any proposal or offer that constitutes, an Acquisition Proposal (as defined below), (ii) enter into or maintain or continue discussions or negotiate with any Person in furtherance of such inquiries or to obtain an Acquisition Proposal, (iii) agree to, approve, recommend, or endorse any Acquisition Proposal, (iv) disclose any non-public information relating to the Company or any investment bankerCompany Subsidiary or afford access to the properties, attorneybooks or records of the Company or any Company Subsidiary to any person that has made or may reasonably be expected to make a proposal regarding a Acquisition Proposal or that has advised the Company that it is or may be interested in making a proposal regarding a Acquisition Proposal, accountant or other advisor (v) authorize or representative permit any of its or their Subsidiaries or Representatives to take any such action and, the Company shall promptly notify Acquiror of any such inquiries and proposals received by the Company or any of its Subsidiaries toor Representatives, directly or indirectly, (i) solicit, initiate, negotiate or encourage, or take any other action knowingly to facilitate, any Takeover Proposal (as defined below) or (ii) enter into, continue or otherwise participate in any discussions or negotiations regarding, or furnish relating to any person any information with respect toof such matters (b) Notwithstanding the foregoing, or otherwise cooperate nothing contained in any way with, any Takeover Proposal, in each case other than a Takeover Proposal made by Parent; provided, however, that at any time prior to obtaining approval of the Company's shareholders as contemplated by Section 6.02 hereof, clause (a) above shall prohibit the Board of Directors of the Company may, in response from furnishing information to or entering into discussions or negotiations with any Person that makes 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 a breach of this Section 6.04, (x) furnish information BONA FIDE proposal or offer with respect to the Company and that constitutes an Acquisition Proposal for the Company, if: (A) the Board of Directors of the Company determines in good faith, taking into account the advice of outside counsel, that such action is reasonably likely to be required for the Board of Directors to comply with its Subsidiaries fiduciary duties to the person making such Takeover Proposal stockholders under applicable law; (and its representativesB) pursuant prior to a confidentiality agreement with terms not more favorable to such person than the Confidentiality Agreement, provided that all furnishing such information is provided on a prior to, or substantially concurrent basis to Parent, and (y) participate in entering into discussions or negotiations with the person making with, such Takeover Proposal (and its representatives) regarding such Takeover ProposalPerson, provided that the Company shall have delivered to Parent prior provides written notice advising Parent to Acquiror of the identity of the Person making the Acquisition Proposal for the Company and that it intends to participate in such furnish information to, or intends to enter into discussions or negotiations. The negotiations with, such Person; (C) the Company will immediately cease enters into a customary confidentiality agreement; (D) the Company keeps Acquiror informed on a timely basis of the status of such negotiations and all existing activitiesmaterial terms and conditions thereof and promptly provides Acquiror with copies of any and all written inquiries or proposals relating thereto; and (E) such Acquisition Proposal for the Company was not solicited in violation of this Merger Agreement. (c) For purposes of this Merger Agreement, discussions and negotiations with "Acquisition Proposal" means an inquiry, offer or proposal regarding any parties conducted heretofore with respect to of the following (other than the transactions contemplated by this Merger Agreement) involving the Company or its Subsidiaries: (a) any Takeover Proposal and request merger, consolidation, share exchange, business combination, or other similar transaction (other than the return Merger); (b) any sale, lease, license, exchange, mortgage, pledge, transfer or other disposition of all confidential information regarding 15% or more of the fair market value of the business or assets of the Company and ELF provided the Company Subsidiaries, taken as a whole, in a single transaction or series of transactions; (c) any tender offer or exchange offer for outstanding shares of capital stock of the Company or the filing of a registration statement under the Securities Act in connection therewith; (d) any solicitation of proxies in opposition to approval by the Company's stockholders of the Merger; (e) the acquisition by any person, after the date hereof, of beneficial ownership or the right to acquire beneficial ownership of, or the formation of any "group" (as such parties prior term is defined under Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder) that beneficially owns or has the right to acquire beneficial ownership of, 5% or more of the then outstanding shares of capital stock of the Company, or the acquisition by any person or "group" that, as of the date hereof, beneficially owns 5% or more of the outstanding shares of capital stock of the Company or beneficial ownership or the right to acquire beneficial ownership of any additional shares of capital stock of the Company; (f) the adoption by the Company of a plan of liquidation, the declaration or payment by the Company of an extraordinary dividend on any of its shares of capital stock or the effectuation by the Company of a recapitalization or other type of transaction that would involve either a change in the Company's outstanding capital stock or a distribution of assets of any kind to the date hereof holders of such capital stock; (g) the repurchase by the Company or any Company Subsidiary of any shares of Company Common Stock other than pursuant to the terms Stockholders Agreement, dated February 27, 1998, by and among the Company and the Company Stockholders who are signatories thereto; or (h) any resolution or agreement to, or public announcement by the Company or any other person or entity of a proposal, plan or intention to, do any confidentiality agreements or otherwiseof the foregoing.

No Solicitation. (ai) The Company and each Company Owner agrees that they shall notimmediately cease and cause to be terminated all existing discussions, negotiations and communications with any Persons with respect to any Acquisition Proposal (as such term relates specifically to the Company, “Company Acquisition Proposal”) and shall request that all confidential information previously furnished to any such third parties be promptly returned or destroyed. Except with respect to this Agreement, from the date of this Agreement until the Expiration Time, neither the Company Owners nor the Company shall it permit any of its Subsidiaries to, or (and the Company shall not authorize or permit any director, officer or employee of the Company or any of its Subsidiaries or any investment banker, attorney, accountant or other advisor or representative of the Company or any of its Subsidiaries Representatives to, ) directly or indirectly, : (iA) solicit, initiate, negotiate solicit or encourage, or take any other action knowingly to facilitatefacilitate the making of, any Takeover Proposal (as defined below) offer or (ii) enter into, continue proposal which constitutes or otherwise participate in any discussions or negotiations regarding, or furnish which would be reasonably likely to lead to any person any information with respect to, third-party Company Acquisition Proposal or otherwise cooperate in any way with, any Takeover Proposal, in each case other than a Takeover Proposal made by Parent; provided, however, that at any time prior to obtaining approval of the Company's shareholders as contemplated by Section 6.02 hereof, the Board of Directors sale 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 Real Property; or (as defined belowB) 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 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 substantially concurrent basis to Parent, and (y) participate in discussions or negotiations with the person making such Takeover Proposal (and its representatives) regarding such Takeover Proposal, provided that the Company shall have delivered to Parent prior written notice advising Parent that it intends to participate in such discussions or negotiations. The Company will immediately cease all existing activities, discussions and negotiations with enter into any parties conducted heretofore Contract with respect to any Takeover Company Acquisition Proposal and request or the return sale of all confidential information regarding the Company Real Property; or (iii) in the event of an unsolicited Company Acquisition Proposal or an inquiry or offer to purchase the Company Real Property, engage in negotiations or discussions with, or provide any information or data to, any Person (other than or any of its Affiliates or representatives) relating to an Company Acquisition Proposal or the sale of the Company Real Property. (ii) The Company shall promptly, and ELF provided in any event within one (1) Business Day, notify Kingfish (or the Surviving Corporation) if any inquiries or proposals are received by, any information is requested from, or any negotiations or discussions are sought to be initiated or continued with the Company or its Representatives, in each case, in connection with an Acquisition Proposal Interest as it relates to the Company (“Company Acquisition Proposal Interest”) or an inquiry or offer to purchase the Company Real Property. Such notice shall identify the Person indicating such Company Acquisition Proposal Interest or an inquiry or offer to purchase the Company Real Property and the material terms and conditions of any such Company Acquisition Proposal or an inquiry or offer to purchase the Company Real Property. (iii) Neither the Company nor any Company Owner shall (A) approve or recommend or propose to approve or recommend, any Company Acquisition Proposal or the sale of the Company Real Property, or (B) enter into any Contract or any direct or indirect understanding, or arrangement with respect to any such parties prior to Company Acquisition Proposal or the date hereof pursuant to sale of the terms of any confidentiality agreements or otherwiseCompany Real Property.

No Solicitation. (a) The From and after the date hereof, the Company agrees (i) that it and its subsidiaries shall not, nor shall it permit any of or its Subsidiaries to, or subsidiaries authorize or knowingly permit any director, officer or 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 subsidiaries (collectively, the "Representatives") to, directly or indirectly, (i) solicit, initiate, negotiate initiate or encourage, or take any other action knowingly to facilitate, any Takeover Proposal (as defined below) or (ii) enter into, continue or otherwise participate engage in any discussions or negotiations regarding, or furnish provide any nonpublic information or data to any person any information with respect to, make or otherwise cooperate in any way withimplement, any Takeover Proposal, in each case other than a Takeover Proposal made by Parent; (ii) that it shall immediately cease and cause to be terminated any existing discussions or negotiations with any third persons conducted heretofore with a view to formulating a Takeover Proposal; and (iii) that 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 that, at any time prior to obtaining approval of the Company's shareholders as contemplated by Section 6.02 hereofStockholder Approval, the Board of Directors of the Company may, in response to a bona fide written Takeover Proposal that such the Board of Directors reasonably of the Company determines in good faith is could reasonably likely be expected to result in an Adverse Recommendation Change (as defined below) or, after consultation with its independent financial advisors, constitutes lead to a Superior Proposal (as defined below), ) and which Takeover Proposal was unsolicited and did not otherwise result from a breach of this Section 6.044.02, (x) furnish information with respect to the Company and its Subsidiaries subsidiaries to the person making such Takeover Proposal (and its representatives) pursuant to a customary confidentiality agreement with terms (except that such confidentiality agreement shall not more favorable to prohibit such person than the Confidentiality Agreementfrom making an unsolicited Takeover Proposal), provided that all such information is provided on a prior or substantially concurrent basis to Parent, and (y) participate in discussions or negotiations with the person making such Takeover Proposal (and its representatives) regarding such Takeover Proposal, provided that the Company shall have delivered to Parent prior written notice advising Parent that it intends to participate in such discussions or negotiations. The Company will immediately cease all existing activities, discussions and negotiations with any parties conducted heretofore with respect to any Takeover Proposal and request the return of all confidential information regarding the Company and ELF provided to any such parties prior to the date hereof pursuant to the terms of any confidentiality agreements or otherwise.

No Solicitation. (a) From the date hereof until the termination of this Agreement, the Company agrees that neither it nor any of the officers or directors shall, and that it shall direct and use its best reasonable efforts to cause its officers, directors, employees, investment bankers, consultants, attorneys and other agents not to, directly or indirectly, take any action to solicit, initiate, encourage or facilitate the making of any Acquisition Proposal or any inquiry with respect thereto or engage in discussions or negotiations with any person with respect thereto, or disclose any non-public information relating to the Company or afford access to the properties, books or records of the Company to any person that has made any Acquisition Proposal; provided, that nothing contained in this Section 6.14 shall prevent the Company, after providing prior notice thereof to Buyer that it is taking such action, from furnishing non-public information to, or entering into discussions or negotiations with, any person 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, so long as (i) the Company has received prior to the date hereof an executed confidentiality agreement or prior to furnishing non-public information to, or entering into discussions or negotiations with, such person, the Company receives from such person an executed confidentiality agreement containing standard terms and conditions and (ii) the Company Board determines in good faith, based on such matters that it deems relevant, but in any event upon the advice of independent legal counsel, that such action is necessary for the Company Board to comply with its fiduciary duties to the Company's shareholders under applicable law; provided, further, that nothing contained in this Agreement shall prevent the Company or its board of directors from complying with Rule 14e-2 or 14d-9 under the 1934 Act with regard to an Acquisition Proposal. (b) The Company will (i) promptly (and in no event later than 48 hours after the receipt of any Acquisition Proposal) notify (which notice shall not, nor be provided in writing and shall it permit identify the person making such Acquisition Proposal and set forth the material terms thereof) Buyer after receipt of any Acquisition Proposal or any request for nonpublic information relating to the Company or any of its Subsidiaries toor for access to the properties, books or authorize or permit any director, officer or employee records of the Company or any of its Subsidiaries or by any investment banker, attorney, accountant or other advisor or representative of the Company or any of its Subsidiaries to, directly or indirectly, (i) solicit, initiate, negotiate or encourageperson that may be considering making, or take any other action knowingly to facilitatehas made, any Takeover Proposal (as defined below) or an Acquisition Proposal, and (ii) enter into, continue or otherwise participate in keep Buyer informed on a current basis of the status and content of 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; provided, however, that 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 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 substantially concurrent basis to Parent, and (y) participate in discussions or negotiations with the person making such Takeover Proposal (and its representatives) regarding such Takeover Proposal, provided that the Company shall have delivered to Parent prior written notice advising Parent that it intends to participate in such discussions or negotiations. The Company will immediately cease all existing activities, discussions and negotiations with any parties conducted heretofore with respect to third party regarding any Takeover Proposal and request the return of all confidential information regarding the Company and ELF provided to any such parties prior to the date hereof pursuant to the terms of any confidentiality agreements or otherwise.Acquisition

No Solicitation. (a) The Company shall not, nor and shall it not authorize or permit any of its Subsidiaries officers, directors, employees or agents to directly or indirectly, solicit, encourage, participate in or initiate discussions or negotiations with, or provide any information to, any corporation, partnership, person or authorize other entity or permit group (other than the Merger Sub, any directorof its affiliates or representatives) (collectively, officer a "Person") concerning any merger, consolidation, tender offer, exchange offer, sale of all or employee substantially all of the Company's assets, sale of shares of capital stock or similar business combination transaction involving the Company or any principal operating or business unit of the Company or any of its Subsidiaries or any investment banker, attorney, accountant or other advisor or representative of subsidiaries (an "Acquisition Proposal"). Notwithstanding the Company or any of its Subsidiaries to, directly or indirectlyforegoing, (i) solicitif prior to the Merger Sub owning a majority of the outstanding Shares the Company receives an unsolicited, initiatewritten indication of a willingness to make an Acquisition Proposal at a price per share which the Company reasonably concludes is in excess of the Merger Consideration from any Person and if the Company reasonably concludes in good faith, negotiate or encourageafter consultation with its outside financial advisor, or take any other action knowingly to facilitate, any Takeover that the Person delivering such indication is capable of consummating such an Acquisition Proposal (as defined belowbased upon, among other things, the availability of financing and the capacity to obtain financing, the expectation of receipt of required antitrust and other regulatory approvals and the identity and background of such Person), then the Company may provide access to or furnish or cause to be furnished information concerning the Company's business, properties or assets to any such Person pursuant to an appropriate confidentiality agreement and the Company may engage in discussions related thereto, and (ii) the Company may participate in and engage in discussions and negotiations with any Person meeting the requirement set forth in clause (i) above in response to a written Acquisition Proposal if the Company concludes in good faith, after consultation with its outside financial advisor, upon advice of its legal counsel, that the failure to engage in such discussions or negotiations is inconsistent with such Board's fiduciary duties to the Company's stockholders under applicable laws and the Company receives from the Person making an Acquisition Proposal an executed confidentiality agreement the terms of which are (without regard to the terms of the Acquisition Proposal) (A) no less favorable to the Company, and (B) no less restrictive to the Person making the Acquisition Proposal, than those contained in the Confidentiality Agreement. In the event that, after the Company has received a written Acquisition Proposal (without breaching its obligations under clause (i) 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 cooperate in any way with, any Takeover Proposal, in each case other than a Takeover Proposal made by Parent; provided, however, that at any time above) but prior to obtaining approval the Merger Sub beneficially owning a majority of the Company's shareholders as contemplated by Section 6.02 hereofoutstanding Shares, the Board of Directors of the Company may, in response to a bona fide written Takeover Proposal that such Board of Directors reasonably determines concludes in good faith is reasonably likely to result in an Adverse Recommendation Change (as defined below) orfaith, after consultation with its independent outside financial advisorsadvisor, constitutes upon advice of its legal counsel, that it is inconsistent with such Board's fiduciary duties under applicable law not to do so, the Company may concurrently with the payment of the Fee provided in Section 6.4 do any or all of the following: (x) withdraw or modify the Board of Directors' or recommendation of the Merger or this Agreement, (y) approve or recommend an Acquisition Proposal, subject to this Section 6.6 and (z) terminate this Agreement. Furthermore, nothing contained in this Section 6.6 shall prohibit the Company or its Board of Directors from taking and disclosing to the Company's stockholders a Superior 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 or from making such disclosure to the Company's stockholders or otherwise which, in the judgment of the Board of Directors upon advice of legal counsel, is required under applicable law or rules of any stock exchange. The Company shall promptly (but in any event within two days) advise the Purchaser in writing of any Acquisition Proposal (as defined below)or any inquiry regarding the making of an Acquisition Proposal including any request for information, the material terms and conditions of such request, Acquisition Proposal or inquiry and the identity of the Person making such request, Acquisition Proposal or inquiry and thereafter shall keep the Purchaser reasonably informed, on a current basis, of the status and material terms of such proposals and the status of such negotiations or discussions, providing copies to the Purchaser of any Acquisition Proposals made in writing. The Company shall provide the Purchaser with one business day advance notice of, in each and every case, its intention to provide any information to, or enter into any confidentiality agreement with, any person or entity making any such inquiry or proposal and the Company shall provide the Purchaser with three business days advance notice of, in each and every case, its intention to enter into any other agreement with any person or entity making any such inquiry or proposal. The Company agrees not to release any third party from, or waive any provisions of, any confidentiality or standstill agreement to which the Company is a party and will use its best efforts to enforce any such agreements at the request of and on behalf of the Purchaser. The Company will inform the individuals or entities referred to in the first sentence of this Section 6.6 of the obligations undertaken in this Section 6.6. The Company also will promptly request each person or entity which has executed, within 12 months prior to the date of this Agreement, a confidentiality agreement in connection with its consideration of acquiring the Company to return or destroy all confidential information heretofore furnished to such person or entity by or on behalf of the Company. Notwithstanding anything contained in this Agreement to the contrary, any action by the Company's Board of Directors permitted by, and which Takeover Proposal was unsolicited and did taken in accordance with, this Section 6.6 shall not otherwise result from constitute a breach of this Section 6.04, (x) furnish information with respect to Agreement. Notwithstanding 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 provisions of the Confidentiality Agreement, provided (i) following any notification to the Purchaser of a written proposal that all such permits the Company to negotiate with or furnish information is provided on a prior or substantially concurrent basis to Parentany third party in accordance with Section 6.6, and (y) participate in discussions until any transaction resulting from such proposal shall have either been consummated or negotiations with the person making such Takeover Proposal (and its representatives) regarding such Takeover Proposal, provided that the Company shall have delivered received written notification that any such third party shall no longer seek to Parent prior written notice advising Parent that it intends to participate engage in such discussions transaction with or negotiations. The Company will immediately cease all existing activitiesinvolving the Company, discussions and negotiations with any parties conducted heretofore with respect the Purchaser shall be entitled to any Takeover Proposal and request the return of all confidential information regarding propose or present to the Company any offer in response to such third party's offer, and ELF provided to any such parties prior to (ii) if, from the date hereof pursuant until the Effective Time, any third party shall announce its intention to commence, or shall commence, any tender offer to acquire Shares, the terms of Purchaser and the Merger Sub shall be entitled to make any confidentiality agreements public announcement or otherwiseproposal, or to take any other action it or they may deem appropriate, in response to such announcement or tender offer and which is consistent with their obligations under this Agreement.

No Solicitation. From the date hereof until the termination of this Agreement, the Company and its Subsidiaries shall not (a) The whether directly or indirectly through advisors, agents or other intermediaries), and the Company shall notuse its reasonable efforts to ensure that the respective officers, nor shall it permit any of its Subsidiaries todirectors, employees, advisors, representatives or authorize or permit any director, officer or employee other agents of the Company or any of its Subsidiaries or any investment banker, attorney, accountant or other advisor or representative of the Company or any of its Subsidiaries towill not, directly or indirectly, (ia) solicit, initiate, negotiate or encourage, encourage or take any other action to knowingly to facilitate, any Takeover Acquisition Proposal (as defined below) or (iib) enter into, continue engage or otherwise participate in any negotiations or substantive discussions or negotiations regardingwith, or furnish disclose any non-public information relating to any person any information with respect the Company or its Subsidiaries or afford access to the properties, books or records of the Company or its Subsidiaries to, any Person that has made, or otherwise cooperate has indicated its interest in any way withmaking or considering or intending to make, any Takeover an Acquisition Proposal, in each case other than a Takeover Proposal made by Parent; provided, howeverthat, that at any time prior to obtaining approval of the Company's shareholders as contemplated by Section 6.02 hereof, extent 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) orfaith, after consultation with its independent financial advisorsoutside legal counsel, constitutes a Superior Proposal (as defined below)that the failure to engage or participate in such negotiations or discussions or provide such information or afford such access would be reasonably likely to be inconsistent with the fiduciary duties of the Board of Directors of the Company under applicable law, and which Takeover Proposal was unsolicited and did not otherwise result from a breach of this Section 6.04, (x) 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 person making such Takeover Proposal (and its representatives) pursuant to a confidentiality agreement with terms not more favorable to such person than fiduciary duties of the Confidentiality AgreementBoard of Directors of the Company, provided that all such information is provided on a prior or substantially concurrent basis to Parent, and (y) participate in discussions or negotiations with the person making such Takeover Proposal (and its representatives) regarding such Takeover Proposal, provided that the Company shall have delivered to promptly inform Parent prior written notice advising Parent that it intends to participate in of the terms and conditions of such discussions or negotiationsproposal and the identity of the Person making it. The Company will immediately cease all and cause to be terminated any existing activities, discussions and or negotiations with any parties other Person that have been conducted heretofore with respect to any Takeover Proposal and request the return of all confidential information regarding a potential Acquisition Proposal. Furthermore, nothing contained in this Section 5.11 shall prohibit the Company or the Board of Directors of the Company from taking and ELF provided to any such parties prior disclosing to the date hereof 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 terms of any confidentiality agreements Exchange Act or otherwisefrom making such disclosure to the Company's stockholders as may be required by applicable law.

No Solicitation. From and after the date hereof until the Expiration Date, each Stockholder shall not directly or indirectly: (a) The solicit, initiate or knowingly encourage, induce or facilitate the communication, making, submission or announcement of any Acquisition Proposal or Acquisition Inquiry regarding the Company or take any action that could reasonably be expected to lead to an Acquisition Proposal or Acquisition Inquiry regarding the Company, (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, nor shall it not permit any of its Subsidiaries or Affiliates to, nor shall it authorize any officer, director or authorize or permit any directorrepresentative of such Stockholder, officer or employee of the Company or any of its Subsidiaries or Affiliates to, undertake any investment banker, attorney, accountant or other advisor or representative of the Company or any of its Subsidiaries to, directly or indirectly, (i) solicit, initiate, negotiate or encourage, or take any other action knowingly to facilitate, any Takeover Proposal (as defined below) 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 cooperate in any way with, any Takeover Proposal, in each case other than a Takeover Proposal made by Parent; provided, however, that at any time prior to obtaining approval of the Company's shareholders as actions 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 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 substantially concurrent basis to Parent, and (y) participate in discussions or negotiations with the person making such Takeover Proposal (and its representatives) regarding such Takeover Proposal, provided that the Company shall have delivered to Parent prior written notice advising Parent that it intends to participate in such discussions or negotiations. The Company will immediately cease all existing activities, discussions and negotiations with any parties conducted heretofore with respect to any Takeover Proposal and request the return of all confidential information regarding the Company and ELF provided to any such parties prior to the date hereof pursuant to the terms of any confidentiality agreements or otherwise7.

No Solicitation. (a) The Company shall not, nor shall it permit any of its Subsidiaries to, or authorize or permit any directorCompany Subsidiary to, officer nor shall it authorize or permit any officer, director or employee of the Company or any of its Subsidiaries of, or any investment banker, attorney, accountant attorney or other advisor or representative of (collectively, “Representatives”) of, the Company or any of its Subsidiaries Company Subsidiary to, directly or indirectly, (i) directly or indirectly solicit, initiateinitiate or knowingly encourage the submission of any Company Takeover Proposal, negotiate or encourage, or take any other action knowingly to facilitate, any Takeover Proposal (as defined below) or (ii) enter into, continue into any agreement or otherwise understanding with respect to any Company Takeover Proposal or (iii) directly or indirectly participate in any discussions or negotiations regarding, or furnish to any person Person any information with respect to, or otherwise cooperate in take any way withother action to facilitate or encourage any inquiries or the making of any proposal that constitutes, or could reasonably be expected to lead to, any Company Takeover Proposal, in each case other than a Takeover Proposal made by Parent; provided, however, that 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 mayOffer Closing Date, in response to a bona fide written Company Takeover Proposal that such Board was not solicited by the Company, any Company Subsidiary or any of Directors reasonably determines in good faith is reasonably likely to result in an Adverse Recommendation Change (as defined below) ortheir respective Representatives, after consultation with its independent financial advisors, constitutes a Superior Proposal (as defined below), and which Takeover Proposal was unsolicited and that did not otherwise result from a breach of this Section 6.045.04(a) and that the Company Board determines, in good faith, after consultation with the Company’s outside counsel and independent financial advisor, constitutes or is reasonably likely to result in a Superior Company Proposal (xa “Qualifying Company Takeover Proposal”), the Company may (A) furnish information with respect to the Company to the Person making such Qualifying Company Takeover Proposal and its Subsidiaries to the person making such Takeover Proposal (and its representatives) Representatives pursuant to a confidentiality agreement an Acceptable Confidentiality Agreement so long as the Company also provides Parent, in accordance with the terms not more favorable to such person than of the Confidentiality Agreement, any non-public information with respect to the Company provided that all to such information is other Person which was not previously provided on a prior or substantially concurrent basis to Parent, and (yB) participate in discussions or negotiations with the person making such Takeover Proposal (Person and its representatives) Representatives regarding such Qualifying Company Takeover Proposal, provided that including soliciting the making of a revised Qualifying Company shall have delivered to Parent prior written notice advising Parent that it intends to participate in such discussions or negotiations. The Company will immediately cease all existing activities, discussions and negotiations with any parties conducted heretofore with respect to any Takeover Proposal and request waiving standstill provisions in any confidentiality agreement with such Person. Any violation of the return restrictions set forth in the preceding sentence by any Representative or affiliate of all confidential information regarding the Company and ELF provided or any Company Subsidiary shall be deemed to any such parties prior to the date hereof pursuant to the terms be a breach of any confidentiality agreements or otherwise.this Section 5.04(a)

No Solicitation. (a) The Company shall not, nor shall it permit any of its Subsidiaries to, or authorize or permit any directorCompany Subsidiary to, officer nor shall it authorize or permit any officer, director or employee of the Company or any of its Subsidiaries of, or any investment banker, attorney, accountant or other advisor advisor, representative or representative of agent (collectively, “Representatives”) of, the Company or any of its Subsidiaries Company Subsidiary to, directly or indirectly, (i) solicit, initiate, negotiate initiate or knowingly encourage, or take any other action to knowingly to facilitate, any inquiry or the making of any proposal that constitutes or is reasonably likely to lead to a Takeover Proposal (as defined below) 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 cooperate in any way with, any Takeover Proposal, in each case other than a Takeover Proposal made by Parent; provided, however, that at any time prior to obtaining approval of the Company's shareholders as contemplated by Section 6.02 hereofCompany Stockholder Approval, the Company Board of Directors of the Company may, in response to a bona fide written Takeover Proposal that such the Company Board of Directors reasonably determines in good faith (after consultation with a financial advisor of nationally recognized reputation) constitutes or is reasonably likely to result in an Adverse Recommendation Change (as defined below) or, after consultation with its independent financial advisors, constitutes lead to a Superior Proposal (as defined below)Proposal, and which Takeover Proposal was unsolicited and did not otherwise result from a breach of this Section 6.045.02, and subject to compliance with Sections 5.02(c) and 5.02(d) (including providing prior written notice to Parent of its decision to take such action), (x) furnish information with respect to the Company and its the Company Subsidiaries to the person making such Takeover Proposal (and its representativesRepresentatives) pursuant to a customary confidentiality agreement with terms not more favorable to less restrictive as a whole of such person than the Confidentiality Agreement (provided that such confidentiality agreement and any related agreement shall not contain any provision having the effect of prohibiting the Company from satisfying its obligations under this Agreement, provided provided, further, that all such information is provided or made available on a prior or substantially concurrent basis to Parent, Parent and Sub) and (y) participate in discussions or negotiations with the person making such Takeover Proposal (and its representativesRepresentatives) regarding any such Takeover Proposal. Without limiting the foregoing, provided it is understood that any violation of the restrictions set forth in the preceding sentence by any Representative of the Company or any Company Subsidiary or any Representative of the Company or any Company Subsidiary shall have delivered be deemed to Parent prior written notice advising Parent that it intends to participate in such discussions or negotiationsbe a breach of this Section 5.02(a) by the Company. The Company will shall, and shall use its reasonable best efforts to cause each Company Subsidiary and each Representative of the Company or any Company Subsidiary to, immediately cease and cause to be terminated all existing activities, discussions and or negotiations with any parties person conducted heretofore with respect to any Takeover Proposal and request from each person that has executed a confidentiality agreement with the Company the prompt return or destruction of all confidential information regarding previously furnished to such person or its Representatives. (b) Except as permitted by this Section 5.02(b), neither the Company Board nor any committee thereof shall (i) (A) recommend the approval or adoption of any Takeover Proposal, (B) determine that this Agreement or the Merger is no longer advisable, (C) withdraw (or modify in a manner adverse to Parent or Sub) the recommendation of this Agreement, the Merger or any of the other transactions contemplated hereby, (D) recommend that the stockholders of the Company reject this Agreement, the Merger or any of the other transactions contemplated hereby or (E) resolve, agree or propose publicly to take any such actions (each such action set forth in this Section 5.02(b)(i) being referred to herein as an “Adverse Recommendation Change”), (ii) adopt or approve any Takeover Proposal, or withdraw its approval of this Agreement, or resolve, agree or propose publicly to take any of the foregoing actions or (iii) cause or permit the Company to enter into any letter of intent, memorandum of understanding, agreement in principle, acquisition agreement, merger agreement, option agreement, joint venture agreement, partnership agreement or other agreement (each, an “Acquisition Agreement”) constituting or related to, or which is intended to or is reasonably likely to lead to, any Takeover Proposal (other than a confidentiality agreement referred to in, and in accordance with, Section 5.02(a)), or resolve, agree or propose publicly to take any such actions. Notwithstanding anything in this Section 5.02(b) or any other provision of this Agreement to the contrary, at any time prior to obtaining the Company Stockholder Approval, the Company Board may (i) if the Company Board determines in good faith (after consultation with outside counsel) that the failure to do so would result in a breach of its fiduciary duties to the stockholders of the Company under applicable Law, make an Adverse Recommendation Change or (ii) solely in response to a Superior Proposal that did not result from a breach of this Section 5.02, cause the Company (x) to terminate this Agreement pursuant to Section 8.01(f) and (y) immediately following such termination, to enter into a binding Acquisition Agreement containing the terms of a Superior Proposal; provided, however, that (A) no such termination of this Agreement by the Company may be made, in each case, until three business days after the date of Parent’s receipt of written notice from the Company advising Parent that the Company Board intends to terminate this Agreement pursuant to Section 8.01(f) and specifying the material terms and conditions of, and the identity of any person making, the Superior Proposal (it being understood and agreed that (x) any material amendment to the financial terms or other terms of any Superior Proposal shall require a new written notice by the Company and ELF provided (y) no such termination of this Agreement by the Company may be made until two business days after the date of Parent’s receipt of such new written notice) and (B) the Company shall not terminate this Agreement pursuant to Section 8.01(f), and any purported termination pursuant to Section 8.01(f) shall be void and of no force or effect, unless the Company shall have complied with all applicable requirements of Section 6.07(b) (including the payment of the Termination Fee in accordance with the requirements thereof) in connection with such Superior Proposal. In determining whether to make an Adverse Recommendation Change or to terminate this Agreement as described in this Section 5.02(b), the Company Board shall take into account any changes to the financial and other terms of this Agreement proposed by Parent in response to any such parties prior to written notice by the date hereof pursuant to the terms of any confidentiality agreements Company or otherwise. (c) In addition to the obligations of the Company set forth in Sections 5.02(a) and 5.02(b), the Company promptly (but in no case later than 24 hours after receipt) shall advise Parent orally and in writing of any Takeover Proposal or any inquiry or request for information with respect to or that is reasonably likely to lead to any Takeover Proposal, the identity of the person making any such Takeover Proposal, inquiry or request and the material terms and conditions of any such Takeover Proposal, inquiry or request. The Company shall (i) keep Parent informed of any changes to the material terms and conditions of any such Takeover Proposal, inquiry or request and (ii) provide to Parent promptly after receipt or delivery thereof (but in no case later than 24 hours after receipt or delivery) with copies of such Takeover Proposal, inquiry or request (including any amendments or supplements thereto). (d) Nothing contained in this Section 5.02 or elsewhere in this Agreement shall prohibit the Company from complying with Rule 14d-9 or Rule 14e-2(a) promulgated under the Exchange Act or from making any required disclosure to the Company’s stockholders if, in the good faith judgment of the Company Board, after consultation with outside counsel, failure so to disclose would be inconsistent with its fiduciary duties or any other obligations under applicable Law; provided, however, that in no event shall the Company or the Company Board or any committee thereof make an Adverse Recommendation Change, except to the extent expressly permitted by Section 5.02(b). (e) For purposes of this Agreement:

No Solicitation. (a) The Company shall not, nor shall it permit any of ensure that its Subsidiaries tosubsidiaries do not, or and shall not authorize or permit any director, officer or employee of the officers, directors, employees, and other agents and representatives, of Company or any of and its Subsidiaries or any investment banker, attorney, accountant or other advisor or representative of the Company or any of its Subsidiaries subsidiaries to, directly or indirectly, (i) take any action to solicit, initiate, negotiate knowingly facilitate or encourageencourage the making, submission or announcement of any Takeover Proposal, (ii) engage in negotiations or discussions regarding, or disclose any nonpublic information relating to Company or any of its subsidiaries or afford access to the properties, books or records of Company or any of its subsidiaries with respect to, any inquiry or proposal that constitutes or would reasonably be expected to lead to a Takeover Proposal, or (iii) enter into any letter of intent or similar document or any other contract, agreement or commitment contemplating or otherwise relating to any Takeover Proposal. (b) Notwithstanding anything to the contrary in this Agreement, prior to the Company Stockholders Meeting, if the Company receives a bona fide written Takeover Proposal, or a bona fide written expression of interest that could reasonably be expected to lead to a Takeover Proposal and the Board of Directors of Company in good faith (i) determines (after consultation with its financial advisors) that such Takeover Proposal (or written expression of interest) constitutes or could reasonably be expected to lead to a Superior Proposal, and (ii) determines (after consultation with its outside legal counsel) that the failure to take such action with respect to such Takeover Proposal would be a breach of its fiduciary duties to the stockholders of the Company under applicable law, then Company and its officers, directors, employees, investment bankers, financial advisors, attorneys, accountants and other representatives may take any other action knowingly of the actions otherwise prohibited by the terms of Section 4.3(a)(ii); provided, that Company first (A) notifies Parent in writing of such determination by the Company Board of Directors, (B) provides Parent with a true and complete copy of such Takeover Proposal (or written expression of interest), (C) provides Parent with all information provided to facilitatesuch third party, written or oral, including but not limited to all documents containing or referring to information of Company that are supplied to such third party, and (D) provides any such non public information pursuant to a non-disclosure agreement at least as restrictive with respect to matters of confidentiality of information as the Confidentiality Agreement. (c) Notwithstanding anything to the contrary in this Agreement, Company’s Board of Directors shall continue to recommend the Merger, and may not recommend any Takeover Proposal, unless and until such time as (i) the Company’s Board of Directors determines that it has received a Superior Proposal, and (ii) the Board of Directors determines in connection with receipt of such Superior Proposal, after consultation with outside legal counsel, that continuing to make such recommendation with respect to the Merger, failing to change or withdraw such recommendation with respect to the Merger, or failing to recommend such Superior Proposal, would be a breach of its fiduciary duties to the stockholders of the Company under applicable law, at which time the Company’s Board of Directors may change or withdraw its recommendation with respect to the Merger or recommend such Superior Proposal; provided, that, before and as a condition to taking any such action, (i) Company first notifies Parent, in writing and at least 72 hours before doing so, of this intention to take such action, and (ii) Company attaches the most current version of such Superior Proposal (or a description of all material terms and conditions thereof), and (iii) Parent fails to make, within 72 hours of receipt of such written notification, an offer that the Board of Directors of Company determines, in good faith after consultation with its financial advisors, is at least as favorable to the stockholders of Company from a financial point of view as such Superior Proposal. Company shall make its senior executives available for discussions with Parent and otherwise shall negotiate in good faith with Parent with respect to the terms and conditions of this Agreement and the Merger during such 72-hour period. (d) Notwithstanding anything herein to the contrary, Company shall in all events call, give notice of, convene and hold the Company Stockholders Meeting and allow Company stockholders to vote on the Merger and transactions contemplated hereby, unless Parent shall have terminated this Agreement pursuant to Section 7.1(a)(iii) and Company shall have paid to Parent all amounts payable to Parent pursuant to Section 7.3(b). Company shall not submit to the vote of its stockholders any Takeover Proposal, or propose to do so, prior to termination of this Agreement. (e) Company shall (i) promptly notify Parent after receipt, but in no event later than 24 hours from such receipt, of any Takeover Proposal (as defined below) or any notice from any Person that such Person is considering making a Takeover Proposal), or any request for non-public information relating to Company or any of its subsidiaries or for access to the properties, books or records of Company or any of its subsidiaries, by any Person that has advised Company that it may be considering making, or that has made, a Takeover Proposal; (ii) enter intokeep Parent informed of the status and details of any such Takeover Proposal notice or request in all material respects; and (iii) provide Parent with a true and complete copy of such Takeover Proposal notice or request, continue or otherwise participate if it is in any discussions or negotiations regardingwriting, or furnish an oral summary thereof, if it is not in writing. (f) Nothing in this Agreement shall prohibit the Company from taking and disclosing to any person any information with respect toits stockholders a position contemplated by Rule 14e-2(a) or Rule 14d-9 under the Exchange Act, or otherwise cooperate from making any statement or other disclosure if the Company’s Board of Directors determines in any way withgood faith (after consultation with its outside legal counsel) that the failure to make such statement or other disclosure would be a breach of its fiduciary duties to the stockholders of the Company under applicable law. (g) For purposes of this Agreement, any “Takeover Proposal” means any offer or tender offer or proposal for, or any indication of interest in (whether written or oral), (i) a merger or other business combination involving the Company or any of its subsidiaries, (ii) the acquisition of any significant equity interest (15% or more) in the Company or any of its subsidiaries, or (iii) the acquisition of a significant portion (15% or more on a consolidated basis) of the assets of the Company and its subsidiaries, in each case other than a Takeover Proposal made by Parent; provided, however, that at any time prior to obtaining approval of the Company's shareholders as transactions 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 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 substantially concurrent basis to Parent, and (y) participate in discussions or negotiations with the person making such Takeover Proposal (and its representatives) regarding such Takeover Proposal, provided that the Company shall have delivered to Parent prior written notice advising Parent that it intends to participate in such discussions or negotiations. The Company will immediately cease all existing activities, discussions and negotiations with any parties conducted heretofore with respect to any Takeover Proposal and request the return of all confidential information regarding the Company and ELF provided to any such parties prior to the date hereof pursuant to the terms of any confidentiality agreements or otherwise.

No Solicitation. (a) The Company shall not, nor shall it permit any of its Subsidiaries to, or authorize or permit any Company Subsidiary to, nor shall it authorize or permit any officer, director, officer employee or employee of the Company or any of its Subsidiaries affiliate of, or any investment banker, attorney, accountant attorney or other advisor or representative of (collectively, “Representatives”) of, the Company or any of its Subsidiaries Company Subsidiary to, directly or indirectly, (i) solicit, initiate, negotiate initiate or encourage, knowingly encourage (including by way of providing any information not provided generally to the public) any prospective purchaser or take the submission of any other action knowingly to facilitate, any Company Takeover Proposal (as defined below) in Section 5.02(e)), take any action designed to facilitate any inquiries, offers, or (ii) enter intoproposals, continue or otherwise participate make any other efforts or attempts that constitute, or may reasonably be expected to lead to, any Company Takeover Proposal, or engage in any discussions or negotiations regardingwith respect thereto or otherwise cooperate with or assist or participate in, or facilitate any such inquiries, offers, proposals, discussions or negotiations, (ii) accept a Company Takeover Proposal or enter into any agreement or agreement in principle with respect to any Company Takeover Proposal or enter into any agreement or agreement in principle requiring the Company to abandon, terminate or fail to consummate the Transactions or breach its obligations under this Section 5.02, or (iii) furnish to any person any information with respect to, or otherwise cooperate in any way with, any Company Takeover Proposal, in each case other than a Takeover Proposal made by Parent; provided, however, that if 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 mayStockholder Approval, in response to (i) the Company has otherwise complied with its obligations under this Section 5.02 and the Company has received a bona fide written Company Takeover Proposal from a person that such the Company Board of Directors reasonably determines in good faith is reasonably likely to result be bona fide, (ii) the Company Board determines in an Adverse Recommendation Change (as defined below) orgood faith, after consultation with its independent financial advisors, that such Company Takeover Proposal constitutes or could reasonably be expected to constitute a Superior Proposal Company Proposal, and (as defined belowiii) after consultation with its outside counsel, the Company Board determines in good faith that taking such action is necessary for the Company Board to comply with its fiduciary duties under applicable Law, then in response to such Company Takeover Proposal, and subject to compliance with Section 5.02(c), and which Takeover Proposal was unsolicited and did not otherwise result from a breach of this Section 6.04, the Company may (x) furnish information with respect to the Company and its Subsidiaries to the person making such Company Takeover Proposal (and its representatives) Representatives pursuant to a customary confidentiality agreement with terms not more that contains provisions which are no less favorable to such person the Company than those contained in the Confidentiality Agreement, provided that all such information is provided on a prior or substantially concurrent basis to Parent, Agreement and (y) participate in discussions or negotiations (including solicitation of a revised Company Takeover Proposal from such person) with such person and its Representatives regarding such Company Takeover Proposal. Notwithstanding anything contained in the previous sentence, prior to making the determination and taking any actions described in clauses (i), (ii) and (iii) of the proviso to the previous sentence, the Company may engage in discussions (solely to clarify the terms of such Company Takeover Proposal) with the person making a Company Takeover Proposal in order to determine whether such Company Takeover Proposal constitutes or could reasonably be expected to constitute a Superior Company Proposal. The Company shall, and shall cause its Representatives to, promptly provide to Parent any non-public information concerning the Company or any Company Subsidiary that is provided to any person if such information was not previously provided to Parent. The Company shall, and shall cause its Representatives to, cease immediately all discussions and negotiations taking place as of the date of this Agreement regarding any proposal that constitutes, or may reasonably be expected to lead to, a Company Takeover Proposal. (b) Neither the Company Board nor any committee thereof shall (i) withdraw or modify in a manner adverse to Parent, or propose publicly to withdraw or modify, in a manner adverse to Parent, the approval or recommendation by the Company Board or any such committee of this Agreement, the Merger or the other Transactions, (ii) approve any letter of intent, memorandum of understanding, agreement in principle, merger agreement, acquisition agreement, option agreement, joint venture agreement, partnership agreement or other similar agreement constituting or relating to, or that is intended to or could reasonably be expected to lead to, any Company Takeover Proposal or (iii) approve or recommend, or propose publicly to approve or recommend, any Company Takeover Proposal (any action described in clauses (i), (ii) or (iii) being referred to as an “Adverse Recommendation Change”). Notwithstanding the foregoing, at any time prior to obtaining the Company Stockholder Approval, the Company Board may make an Adverse Recommendation Change if the Company receives a Superior Company Proposal (as defined in Section 5.02(e)) and its representativesas a result thereof the Company Board determines in good faith, after consultation with outside counsel, that it is necessary to do so in order to comply with their fiduciary obligations. (c) regarding such The Company promptly shall advise Parent orally and in writing of any Company Takeover Proposal or any inquiry that could reasonably be expected to lead to any Company Takeover Proposal, the identity of the person making any such Company Takeover Proposal and the principal terms and conditions thereof prior to furnishing any information or participating in any discussions permitted by Section 5.02(a) with respect to such Company Takeover Proposal. The Company shall (i) keep Parent reasonably informed on a current basis of the status of and material developments respecting any Company Takeover Proposal or inquiry (including any changes to the principal terms and conditions thereof), (ii) provide to Parent as soon as practicable after receipt or delivery thereof with copies of all written acquisition proposals sent or provided to the Company or any Representative from any person, and (iii) provide notice to Parent of any intent to take any of the actions described in Section 8.01(c)(ii) or to terminate this Agreement pursuant to Section 8.01(d)(ii) (it being understood that the Company shall have delivered not be entitled to take any of the actions described in Section 8.01(c)(ii), or to terminate this Agreement in accordance with Section 8.01(d)(ii) unless and until it provides Parent prior written not less than three business days notice advising Parent that it intends to participate of such proposed action or termination, as the case may be). (d) Nothing contained in such discussions or negotiations. The Company will immediately cease all existing activities, discussions and negotiations with any parties conducted heretofore with respect to any Takeover Proposal and request the return of all confidential information regarding this Section 5.02 shall prohibit the Company from taking and ELF provided disclosing to its stockholders a position contemplated by Rule 14e-2(a) or 14d-9 promulgated under the Exchange Act or from making any such parties prior disclosure to the date hereof pursuant Company’s stockholders if, in the good faith judgment of the Company Board, after consultation with outside counsel, failure so to disclose would be inconsistent with its obligations under applicable Law; provided, however, that in no event shall the terms Company, the Company Board or any committee thereof take, agree or resolve to take any action prohibited by Section 5.02(b). Any action taken by the Company or the Company Board in accordance with this Section 5.02(d) shall be deemed not to be a modification of any confidentiality agreements the Company Board’s approval or otherwiserecommendation of the Merger and this Agreement. (e) For purposes of this Agreement:

No Solicitation. (a) The Company shall notExcept as otherwise provided in this Section 5.3, neither the Company, WFB nor shall it permit any WFS shall, and each of its them will cause their respective Subsidiaries and their Subsidiaries’ officers, directors, employees, agents, and advisors (collectively, “Representatives”) not to, encourage, solicit, participate in, initiate or knowingly facilitate inquiries or proposals with respect to, or authorize or permit any director, officer or employee of the Company or any of its Subsidiaries or any investment banker, attorney, accountant or other advisor or representative of the Company or any of its Subsidiaries to, directly or indirectly, (i) solicit, initiate, negotiate or encourage, or take any other action knowingly to facilitate, any Takeover Proposal (as defined below) or (ii) enter into, continue or otherwise participate engage in any discussions or negotiations regardingwith, or furnish provide any information to, any Person (other than the Purchaser or its Subsidiaries, or any of their respective Representatives) with respect to any person any information with respect to, offer or otherwise cooperate in any way with, any Takeover proposal concerning an Alternative Transaction (an “Acquisition Proposal, in each case other than a Takeover Proposal made by Parent”); provided, however, that 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 request for information or access by any Person making a written Takeover Acquisition Proposal to the Company’s board of directors, made after the date hereof that such Board was not encouraged, solicited or initiated by the Company, WFB, WFS or any of Directors reasonably determines in good faith is reasonably likely to result in an Adverse Recommendation Change (as defined below) ortheir respective Representatives on or after the date hereof, after consultation with its independent financial advisorsdirectly or indirectly, constitutes a Superior Proposal (as defined below), and which Takeover Proposal was unsolicited and did not otherwise result from 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) access pursuant to a confidentiality agreement with such Person on terms not more no less favorable to such person the Company than the Confidentiality Agreement, provided that all and may participate in discussions and negotiate with such information is provided on Person concerning any such Acquisition Proposal, in each case if and only if (i) such Acquisition Proposal constitutes or may reasonably be expected to lead to a prior or substantially concurrent basis to ParentSuperior Proposal, and (yii) participate the Company’s board of directors and the Company Special Committee, after consultation with outside legal counsel, believes in good faith that such action is necessary for the Company’s board of directors to comply with their fiduciary duties to the shareholders of the Company. The Company shall immediately cease and cause to be terminated any activities, discussions or negotiations conducted before the date of this Agreement with any Persons other than the person making such Takeover Purchaser with respect to any Acquisition Proposal (and shall use its representatives) regarding such Takeover reasonable best efforts to enforce any confidentiality or similar agreement relating to an Acquisition Proposal, provided that the Company shall have delivered to Parent prior written notice advising Parent that it intends to participate in such discussions or negotiations. The Company will immediately cease all existing activitiesshall promptly (and in any event within one business day) notify the 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 current basis (but in no event, later than twenty-four (24) hours of any material developments, discussions or negotiations relating to such proposal). (b) If, in response to an Acquisition Proposal that did not result from a breach of Section 5.3(a) (an “Outside Proposal”), the Company’s board of directors and the Company Special Committee conclude in good faith (after consultation with a financial advisor and outside legal counsel) that such Outside Proposal is a Superior Proposal, the Company’s board of directors may (subject to this and the following two sentences) terminate this Agreement pursuant to Section 8.1(g) but only at a time that is prior to the Company Shareholder Meeting and after the fifth (5th) Business Day following delivery by the Company to the Purchaser of a written notice advising the Purchaser that the board of directors of the Company has authorized the Company to enter into a definitive written agreement regarding such Outside Proposal, attaching the most current version of such agreement to such notice, and the Purchaser does not make, within such period, a valid and legally binding offer that the board of directors of the Company and the Company Special Committee determine, in good faith after consultation with a financial advisor, is at least as favorable, from a financial point of view, to the shareholders of the Company as the Outside Proposal (any parties conducted heretofore such offer being referred to as an “Adjusted Purchaser Proposal”). If requested by the Purchaser in response to a notice advising the Purchaser that the board of directors of the Company have authorized the Company to enter into a definitive written agreement regarding an Outside Proposal, the Company, during such five (5) Business Day period, shall, and shall cause its Representatives to, negotiate in good faith with the Purchaser with respect to any Takeover Proposal and request the return of all confidential information regarding Adjusted Purchaser Proposal. (c) Nothing contained in this Agreement shall prohibit the Company and ELF provided or its board of directors from otherwise complying with Rule 14e-2 or Rule 14d-9 promulgated under the Exchange Act with respect to an Acquisition Proposal; provided, that such Rules will in no way eliminate or modify the effect that any such parties prior to the date hereof action pursuant to the terms of any confidentiality agreements or otherwisesuch Rules would otherwise have under this Agreement.

No Solicitation. (a) The Company shall, and shall cause the Company Subsidiaries and the respective officers, directors, employees, representatives and agents of the Company and the Company Subsidiaries to, immediately cease any discussions or negotiations with any parties that may be ongoing with respect to a Takeover Proposal (as hereinafter defined). The Company shall not, nor shall it permit any of its the Company Subsidiaries to, or nor shall it authorize or permit any directorof the respective officers, officer directors or employee employees of the Company or any of its and the Company Subsidiaries or any investment banker, financial advisor, attorney, accountant or other advisor representative retained by it or representative any of the Company or any of its Subsidiaries to, directly or indirectly, (i) solicit, initiate, negotiate initiate or encourageencourage (including by way of furnishing information other than publicly available information provided pursuant to routine stockholder requests consistent with past practice), or take any other action knowingly designed or reasonably likely to facilitate, any inquiries or the making of any proposal which constitutes, or may reasonably be expected to lead to, any Takeover Proposal (as defined below) 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 cooperate in any way with, regarding any Takeover Proposal, in each case other than a Takeover Proposal made by Parent; provided, however, that if, at any time prior to obtaining approval the Expiration Date and following the receipt of the Company's shareholders a Superior Proposal (as contemplated by Section 6.02 hereofhereinafter defined), the Board of Directors of the Company determines in good faith, based upon the advice of outside counsel, that such action is consistent with the Board of Directors' fiduciary duties to the Company's stockholders under applicable Law, the Company may, in response to a bona fide written Takeover Superior Proposal that such Board of Directors reasonably determines was made 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 circumstances not otherwise result from involving a breach of this Agreement, and subject to compliance with Section 6.044.8(c), (x) furnish information with respect to the Company and its the Company Subsidiaries to the any person making such Takeover Proposal (and its representatives) pursuant to a confidentiality agreement with having terms not more favorable to such person than substantially the same as the Confidentiality AgreementAgreement (as hereinafter defined), provided that all (i) such information is provided on a prior or substantially concurrent basis confidentiality agreement may not include any provision calling for an exclusive right to Parent, and (y) participate in discussions or negotiations negotiate with the person making such Takeover Proposal (and its representatives) regarding such Takeover Proposal, provided that the Company shall have delivered to Parent prior written notice advising Parent that it intends to participate in such discussions or negotiations. The Company will immediately cease all existing activities, discussions and negotiations with any parties conducted heretofore with respect to any Takeover Proposal and request the return of all confidential information regarding the Company and ELF provided to any such parties prior to the date hereof pursuant to the terms of any confidentiality agreements or otherwise.(ii)

No Solicitation. (a) The Except as permitted by this Section 5.03, from the date hereof until the Effective Time, or, if earlier, the termination of this Agreement in accordance with its terms, the Company shall not, nor shall it permit any of its Subsidiaries to, or authorize or permit any directorCompany Subsidiary to, officer or employee nor shall it authorize any Representatives of the Company or any of its Subsidiaries or any investment banker, attorney, accountant or other advisor or representative of the Company or any of its Subsidiaries Subsidiary to, directly or indirectly, (i) solicit, initiate, negotiate or encourage, knowingly encourage or take any other action to knowingly facilitate any inquiry, discussion, offer or request that constitutes, or could reasonably be expected to facilitatelead to, any a Company Takeover Proposal (as defined below) or Proposal, (ii) enter into any agreement, letter of intent, memorandum of understanding or other similar instrument with respect to any Company Takeover Proposal (other than an Acceptable Confidentiality Agreement entered into in accordance with this Section 5.03) or (iii) enter into, continue continue, conduct, engage or otherwise participate in any discussions or negotiations regarding, or furnish to any person Person any non-public information with respect to, or otherwise cooperate in any way withfor the purpose of encouraging or facilitating, any Company Takeover Proposal. The Company shall, in each case other than a shall cause the Company Subsidiaries, and shall direct its Representatives to, immediately cease and cause to be terminated all existing discussions and negotiations with any Person conducted theretofore with respect to any Company Takeover Proposal made by Parent; providedand request that any such Person promptly return and/or destroy all confidential information concerning the Company and the Company’s Subsidiaries to the extent permitted pursuant to a confidentiality agreement with any such Persons. Notwithstanding anything in this Agreement to the contrary, however, that at any time prior to obtaining approval of the Company's shareholders as contemplated by Section 6.02 hereofCompany Stockholder Approval, the Board of Directors of the Company and its Representatives may, in response to a bona fide written each (if any) Company Takeover Proposal made after the date hereof that does not result from a material breach of this Section 5.03, (y) contact the Person making such Company Takeover Proposal solely to clarify the terms and conditions thereof and (z) if the Company Board of Directors reasonably determines in good faith is reasonably likely to result in an Adverse Recommendation Change (as defined below) orfaith, after consultation with its independent financial advisorsadvisors and outside legal counsel, that such Company Takeover Proposal constitutes or is reasonably be expected to lead to a Superior Proposal (as defined below), and which Takeover Proposal was unsolicited and did not otherwise result from a breach of this Section 6.04Company Proposal, (x1) provide access to or furnish information with respect to the Company and its the Company Subsidiaries to the person Person making such Company Takeover Proposal (and its representatives) Representatives pursuant to a confidentiality agreement with terms not more favorable to such person than the an Acceptable Confidentiality Agreement; provided, provided that all the Company will prior to or concurrently with the time such information is provided on a prior or substantially concurrent basis to Parent, such Person provide Parent with all non-public information regarding the Company that has not previously been provided to Parent that is provided to any Person making such Company Takeover Proposal; and (y2) conduct, engage or participate in discussions or negotiations with the person such Person and its Representatives making such Takeover Proposal (and its representatives) regarding such Company Takeover Proposal, provided that the Company shall have delivered to Parent prior written notice advising Parent that it intends to participate in such discussions or negotiations. The Company will immediately cease all existing activities, discussions and negotiations with any parties conducted heretofore with respect to any Takeover Proposal and request the return of all confidential information regarding the Company and ELF provided to any such parties prior to the date hereof pursuant to the terms of any confidentiality agreements or otherwise.

No Solicitation. (a) The 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, nor shall it will they authorize or knowingly permit any of their Representatives to, and the Company and its Subsidiaries to, or authorize or permit any director, officer or employee of the Company or any of its will use their reasonable efforts to cause their respective Representatives and Subsidiaries or any investment banker, attorney, accountant or other advisor or representative of the Company or any of its Subsidiaries not to, directly or indirectly, (i) solicit, initiate, negotiate knowingly encourage or encourageknowingly induce the making, submission or take announcement of any other action knowingly to facilitateAcquisition Proposal, any Takeover Proposal (as defined below) or (ii) enter into, continue or otherwise participate in any discussions or negotiations regarding, or furnish to any person any non-public information with respect to, or take any other action for the purpose of facilitating 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, (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 cooperate relating to any Acquisition Transaction. Notwithstanding anything to the contrary contained in this Section 6.2 or in any way other provision of this Agreement, the Company may furnish information to, or participate in discussions or negotiations with, any Takeover Proposal, in each case other than third party that has made an unsolicited Acquisition Proposal (a Takeover Proposal made by Parent; provided, however, “Potential Acquiror”) that 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 board concludes is reasonably likely to result in an Adverse Recommendation Change a Superior Offer, if the board determines in good faith (as defined belowA) or, after consultation with its independent financial advisors, constitutes a Superior advisor that the Potential Acquiror submitting such Acquisition Proposal (as defined below), and which Takeover has the financial wherewithal to be reasonably capable of consummating such an Acquisition Proposal was unsolicited and did not otherwise result from 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 substantially concurrent basis to Parent, and (yB) participate in discussions or negotiations after consultation with the person making such Takeover Proposal (and its representatives) regarding such Takeover Proposallegal counsel, provided that the Company shall have delivered to Parent prior written notice advising Parent that it intends failure to participate in such discussions or negotiationsnegotiations or to furnish such information or approve such Acquisition Proposal would be inconsistent with its fiduciary duties 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 the confidentiality, standstill and no solicitation provisions of the Confidentiality Agreement. In the event that the Company 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 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 immediately cease notify Buyer as promptly as practicable in all existing activitiesmaterial respects of the status and details (including material amendments or proposed material amendments) of any such Acquisition Proposal. (b) The Company agrees not to release any Person (other than Buyer) from or waive any provision of any confidentiality, discussions and negotiations with any parties conducted heretofore with respect “standstill” or similar agreement to any Takeover Proposal and request the return of all confidential information regarding which the Company is a party and ELF provided will use its commercially reasonable efforts to any enforce each such parties agreement at the request of Buyer. The Company also will promptly request each Person (other than Buyer) that has executed, within 12 months prior to the date hereof pursuant of this Agreement, a confidentiality, standstill or similar agreement in connection with its consideration of a possible Acquisition Proposal to return all confidential information heretofore furnished to such Person by or on behalf of the terms of any confidentiality agreements or otherwiseCompany.

No Solicitation. (a) The Company shall not, nor shall it permit any of its Subsidiaries to, or authorize or permit any directorCompany Subsidiary to, officer nor shall it authorize or permit any officer, director or employee of the Company or any of its Subsidiaries of, or any investment banker, attorney, accountant attorney or other advisor or representative of (collectively, "Representatives") of, the Company or any of its Subsidiaries Company Subsidiary to, directly or indirectly, (i) solicit, initiate, negotiate initiate or encourageencourage the submission of any Company Takeover Proposal, or take any other action knowingly designed to facilitatefacilitate any inquiries or the making of any proposal that constitutes, or may reasonably be expected to lead to, any Company Takeover Proposal (as defined below) or Proposal, (ii) enter into any agreement with respect to any Company Takeover Proposal or (iii) enter into, continue or otherwise participate in or continue any discussions or negotiations regarding, or furnish to any person Person any information with respect to, or otherwise cooperate in any way with, any Company Takeover Proposal, in each case other than a Takeover Proposal made by Parent; provided, however, that at any time prior to obtaining approval of the Company's shareholders as contemplated by Section 6.02 hereof, the Board of Directors receipt of the Company Stockholder Approval, the Company and its Representatives may, to the extent required by the fiduciary obligations of the Company Board, as determined in good faith by it after consultation with outside counsel, in response to a bona fide written Company Takeover Proposal Proposal, that such is made by a Person the Company Board of Directors reasonably determines determines, in good faith faith, is reasonably likely to result in an Adverse Recommendation Change (as defined below) or, after consultation with its independent financial advisors, constitutes a transaction meeting the requirements of a "Superior Proposal (as defined below), Company Proposal" that was not solicited by the Company and which Takeover Proposal was unsolicited and that did not otherwise result from a breach or a deemed breach of this Section 6.045.02(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 Subsidiaries to the person making such Takeover Proposal (and its representatives) Representatives pursuant to a customary 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 substantially concurrent basis to Parent, and (y) participate in discussions or negotiations (including solicitation of a revised Company Takeover Proposal) with such Person and its Representatives regarding any Company Takeover Proposal. (b) Neither the person making Company Board nor any committee thereof shall (i) withdraw or propose publicly to withdraw the approval or recommendation by the Company Board or any such committee of this Agreement or the Merger, (ii) approve any letter of intent, agreement in principle, acquisition agreement or similar agreement relating to any Company Takeover Proposal or (and its representativesiii) regarding such approve or recommend, or propose publicly to approve or recommend, any Company Takeover Proposal. Notwithstanding the foregoing, provided if, prior to the receipt of the Company Stockholder Approval, the Company Board receives a Superior Company Proposal and as a result thereof the Company Board determines in good faith, after consultation with outside counsel, that it is necessary to do so in order to comply with its fiduciary obligations, the Company Board may withdraw or modify its approval or recommendation of the Merger and this Agreement and, in connection therewith, approve or recommend such Superior Company Proposal. (c) The Company promptly shall advise Purchaser orally and in writing if it shall receive any Company Takeover Proposal or any inquiry with respect to or that could reasonably be expected to lead to any Company Takeover Proposal. The Company shall keep Purchaser informed of the status of any such Company Takeover Proposal or inquiry. The Company shall not be required to comply with this Section 5.02(c) in any instance to the extent that the Company shall have delivered to Parent prior written notice advising Parent Board determines in good faith, after consultation with outside counsel, that it intends to participate such compliance would in such discussions instance breach or negotiations. The Company will immediately cease all existing activities, discussions and negotiations with any parties conducted heretofore with respect to any Takeover Proposal and request the return of all confidential information regarding violate their fiduciary duties. (d) Nothing contained in this Section 5.02 shall prohibit the Company from taking and ELF provided disclosing to its stockholders a position contemplated by Rule 14d-9 or Rule 14e-2(a) promulgated under the Exchange Act or from making any such parties prior disclosure to the date hereof pursuant Company's stockholders if, in the good faith judgment of the Company Board, after consultation with outside counsel, failure so to disclose would breach or violate its obligations under applicable Law; provided, however, that in no event shall the terms of Company, the Company Board or any confidentiality agreements committee thereof take, agree or otherwiseresolve to take any action prohibited by Section 5.02(b).

No Solicitation. (a) The Company shall, and shall direct and cause its officers, directors, employees, representatives and agents to, immediately cease any discussions or negotiations with any parties that may be ongoing with respect to a Company Takeover Proposal (as defined below) and immediately request that all confidential information furnished by or on behalf of the Company be returned. The Company shall not, nor shall it permit any of its Subsidiaries subsidiaries to, or nor shall it authorize or permit any director, officer or employee of the Company or any of its Subsidiaries officers, directors or employees or any investment banker, financial advisor, attorney, accountant or other advisor or representative of the Company retained by it or any of its Subsidiaries tosubsidiaries, directly or indirectly, to (i) solicit, initiate, negotiate initiate or encourageencourage (including by way of furnishing information), or take any other action knowingly designed or reasonably likely to facilitate, any inquiries or the making of any proposal which constitutes, or may reasonably be expected to lead to, any Company Takeover Proposal (as defined below) or (ii) enter into, continue or otherwise participate in any discussions discussion or negotiations regarding, or furnish to regarding any person any information with respect to, or otherwise cooperate in any way with, any Company Takeover Proposal, in each case other than a Takeover Proposal made by Parent; provided, however, that if, at any time prior to obtaining approval of the Company's shareholders as Company shareholder meeting with respect to the transactions contemplated by Section 6.02 hereofhereby, the Board of Directors of the Company determines in good faith, based on the advice of its outside legal counsel, that the failure to do so would result in a breach of its fiduciary duties to the Company's shareholders under applicable Law, 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 Company Superior Proposal (as defined below), and which Takeover Proposal was unsolicited and did not otherwise result from a breach of this subject to compliance with Section 6.044.8(c), (x) furnish information with respect to the Company and its Subsidiaries to the any person making such Takeover Proposal (and its representatives) pursuant to a customary confidentiality agreement (as determined by the Company after consultation with terms not more favorable to such person than the Confidentiality Agreement, provided that all such information is provided on a prior or substantially concurrent basis to Parent, outside legal counsel) and (y) participate in discussions or negotiations with the person making regarding such Company Takeover Proposal (and its representatives) regarding for purposes of determining in good faith if such Company Takeover Proposal is a Company Superior Proposal. "Company Takeover Proposal" means any inquiry, provided that proposal or offer from any person relating to (1) any direct or indirect acquisition or purchase of assets representing 20% or more of the Company shall have delivered to Parent prior written notice advising Parent that it intends to participate in such discussions or negotiations. The Company will immediately cease all existing activities, discussions and negotiations with any parties conducted heretofore with respect to any Takeover Proposal and request the return consolidated assets of all confidential information regarding the Company and ELF provided the Company Subsidiaries, (2) any issuance, sale, or other disposition of (including by way of merger, consolidation, business combination, share exchange, joint venture, or any similar transaction) securities (or options, rights or warrants to purchase, or securities convertible into or exchangeable for, such securities) representing 20% or more of the voting power of the Company, (3) any tender offer, exchange offer or other transaction in which, if consummated, any person shall acquire beneficial ownership (as such parties prior term is defined in Rule 13d-3 under the Securities Exchange Act), or the right to acquire beneficial ownership, or any "group" (as such term is defined under the Securities Exchange Act) shall have been formed which beneficially owns or has the right to acquire beneficial ownership, of, 20% or more of the outstanding voting capital stock of the Company, or, (4) any merger, consolidation, share exchange, business combination, recapitalization, liquidation, dissolution or similar transaction involving the Company or any Company Subsidiary, other than the transactions contemplated by this Agreement. Notwithstanding any provision to the date hereof pursuant to the terms of any confidentiality agreements or otherwise.contrary

No Solicitation. (a) The Subject to the remainder of this Section 6.6, from the Effective Date until the Closing Date, the Company agrees that it shall not, nor and that it shall it permit any of cause its Subsidiaries to, or authorize or permit and any director, officer or employee Representative of the Company or any of its Subsidiaries not to, (i) solicit, initiate, or engage in any investment bankerdiscussions or negotiations with, attorney, accountant or other advisor or representative of furnish any nonpublic information regarding the Company or any of its Subsidiaries to, directly or indirectlyotherwise cooperate with, any Person in connection with or in response to an Acquisition Transaction or an inquiry or indication of interest that would reasonably be expected to lead to an Acquisition Transaction, (ii) approve, endorse, or recommend any Acquisition Transaction or (iii) enter into any letter of intent or similar document or any agreement contemplating or otherwise relating to any Acquisition Transaction. (b) Notwithstanding anything to the contrary contained in Section 6.6(a), if at any time following the date of this Agreement and prior to obtaining stockholder approval of the applicable Contemplated Transactions, (i) solicit, initiate, negotiate or encourage, or take any other action knowingly to facilitate, any Takeover Proposal (as defined below) 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 cooperate in any way with, any Takeover Proposal, in each case other than a Takeover Proposal made by Parent; provided, however, that 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 or its Representatives has received an Acquisition 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 a breach of this Section 6.046.6 from a third party, and (ii) the Board of Directors determines in good faith (after consultation with its outside legal counsel and financial advisors) that such Acquisition Proposal constitutes, or would reasonably be expected to lead to, a Superior Proposal, then the Company may, subject to compliance with Section 6.6(e), (xA) furnish nonpublic information with respect to regarding the Company and its Subsidiaries to the person third party making such Takeover Acquisition 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 substantially concurrent basis to Parent, and (yB) participate in discussions or negotiations with the person third party making such Takeover Acquisition Proposal (and its representatives) regarding such Takeover Acquisition Proposal; provided, however, that the Company will as promptly as reasonably practicable (but in no event later than 48 hours) after it is provided to such third party provide to the Purchaser any nonpublic information concerning the Company or its Subsidiaries provided to such third party which was not previously provided to Purchaser; and provided, further, that neither Company nor the Board of Directors will take any of the actions described in (A) or (B) above unless and until (i) the Board of Directors determines in good faith, after consultation with its outside legal counsel and financial advisors, that the failure to take that action would be inconsistent with its fiduciary duties to the Company Stockholders under applicable law and (ii) the Company shall have delivered to Parent the Purchaser a prior written notice advising Parent the Purchaser that it intends to participate take such action at least one (1) Business Day prior to taking such action. (c) If: (A) after the date of this Agreement, an Acquisition Proposal to effect a transaction of the type referred to in the definition of the term Superior Proposal is made to the Company and is not withdrawn; (B) such discussions Acquisition Proposal was not obtained or negotiationsmade in breach of this Section 6.6; (C) at least five (5) Business Days prior to any meeting of the Board of Directors at which the Board of Directors will consider and determine whether such offer is a Superior Proposal, the Company provides the Purchaser with a written notice specifying the date and time of such meeting; (D) the Board of Directors determines at such meeting in good faith, after obtaining and taking into account the advice of an independent financial advisor and the advice of outside legal counsel, that such offer constitutes a Superior Proposal and that, in light of such Superior Proposal, a Company Change in Recommendation is required in order for the Board of Directors to comply with its fiduciary obligations to the Company’s Stockholders under applicable Laws, the Board may make a Company Change in Recommendation. (d) During the period from the Effective Date to the Closing Date, the Company shall notify the Purchaser promptly after receipt by the Company of any Acquisition Proposal, or of any request for nonpublic information relating to the Company or any of its Subsidiaries or for access to the business, properties, assets, books, or records of the Company or any of its Subsidiaries by any Person in connection with an Acquisition Proposal. The Company will immediately cease shall provide such notice orally and in writing and shall identify the Person making, and the terms and conditions of, any Acquisition Proposal, indication or request. The Company shall keep the Purchaser reasonably informed, on a prompt basis, of the status and details of any such Acquisition Proposal, indication or request and promptly provide the Purchaser with copies of all existing activities, discussions written correspondence or communications sent or provided to or by the Company and negotiations its Representatives in connection with any parties conducted heretofore Acquisition Proposal. (e) Notwithstanding anything to the contrary in the foregoing, the Board may take the actions described in Section 6.6(c) if (A) the Company promptly notifies the Purchaser, in writing, at least five Business Days (the “Superior Proposal Notice Period”) before taking such action of its intention to take such action with respect to any Takeover a Superior Proposal, (B) the Company specifies the identity of the party making the Superior Proposal and request the return material terms and conditions thereof in such notice and includes a copy of all confidential information regarding the Acquisition Proposal and attaches to such notice the most current version of any proposed agreement (which version shall be updated on a prompt basis) and any related documents including financing documents, to the extent provided by the relevant party in connection with the Superior Proposal, (C) the Company shall during the Superior Proposal Notice Period, negotiate with the Purchaser in good faith to make such adjustments in the terms and ELF provided conditions of this Agreement so that such Acquisition Proposal ceases to constitute a Superior Proposal, if the Purchaser, in its discretion, proposes to make such adjustments (it being agreed that in the event that, after commencement of the Superior Proposal Notice Period, there is any such parties prior to the date hereof pursuant material revision to the terms of a Superior Proposal, including, any confidentiality agreements revision in price or otherwisefinancing, the Superior Proposal Notice Period shall be extended, if applicable, to ensure that at least two Business Days remains in the Superior Proposal Notice Period subsequent to the time such party notifies the other party of any such material revision (it being understood that there may be only one extension)), and (D) the Board (or a committee thereof) determines in good faith, after consulting with its financial advisors and outside legal counsel, that such Acquisition Proposal continues to constitute a Superior Proposal (after taking into account any adjustments made by the Purchaser during the Superior Proposal Notice Period in the terms and conditions of this Agreement) and that the failure to take such action would reasonably be expected to be inconsistent with its fiduciary duties under applicable law. (f) On the Effective Date, the Company shall immediately cease and cause to be terminated any existing discussions with any Person that relate to any Acquisition Proposal and shall request that any such Person (or its agents and advisors) in possession of confidential information about the Company or its Subsidiaries that was previously furnished to such Person by or on behalf of the Company or any of its Subsidiaries to return or destroy all such information.

No Solicitation. (a) The Company shall notUntil this Agreement has been terminated in accordance with Section 8.1, nor shall it permit any none of the Company, its Subsidiaries toor any officer, or authorize or permit any director, officer employee, agent or employee representative (including any investment banker, financial advisor, attorney, accountant or other retained representative) of the Company or any of its Subsidiaries shall directly or indirectly (i) solicit, initiate or encourage or facilitate (including by way of furnishing information) or take any investment bankerother action designed to facilitate any inquiries or proposals regarding any merger, attorneyshare exchange, accountant consolidation, sale of assets, sale of shares of capital stock (including, without limitation, by way of a tender offer) or other advisor or representative of similar transactions involving the Company or any of its Subsidiaries tothat, directly if consummated, would constitute an Alternative Transaction (any of the foregoing inquiries or indirectlyproposals being referred to herein as an “Acquisition Proposal”), (i) solicit, initiate, negotiate or encourage, or take any other action knowingly to facilitate, any Takeover Proposal (as defined below) or (ii) enter into, continue or otherwise participate in any discussions or negotiations regarding, regarding an Alternative Transaction or furnish to (iii) enter into any person agreement regarding 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; provided, however, that at any time prior to obtaining approval of Alternative Transaction. Notwithstanding the Company's shareholders as contemplated by Section 6.02 hereofforegoing, the Board of Directors of the Company mayshall be permitted, prior to the Company Shareholder Meeting, and subject to compliance with the other terms of this Section 6.11 and to first entering into a confidentiality agreement with the person proposing such Acquisition Proposal on terms substantially similar to, and no less favorable to the Company than, those contained in response the Confidentiality Agreement, to (A) consider and participate in discussions and negotiations with respect to a bona fide written Takeover Acquisition Proposal received by the Company, and (B) withdraw, modify or qualify the Company Recommendation, in each case if and only to the extent that such the Board of Directors of the Company reasonably determines in good faith (after consultation with outside legal counsel) that failure to do so would cause it to violate its fiduciary duties (a “Change in Recommendation”) and (C) approve or recommend, or enter into (and, in connection therewith, effect a Change in Recommendation), a definitive agreement with respect to an unsolicited, bona fide and written Acquisition Proposal that is submitted to the Company after the date of this Agreement and prior to the approval of the transactions contemplated by this Agreement at its meeting of stockholders to be held pursuant to Section 6.3, if and so long as (1) none of the Company, any of its Affiliates or any of its or their officers, directors, agents or representatives has violated any of the provisions of this Section 6.11, (2) the Company provides Parent with written notice indicating that the Company, acting in good faith, believes that the Acquisition Proposal is reasonably likely to constitute a Superior Proposal and, therefore, plans to conduct a meeting of the Board of Directors of the Company for the purpose of considering whether the Acquisition Proposal constitutes a Superior Proposal, which notice shall be delivered to Parent at least three business days prior to the date of such meeting of the Board of Directors of the Company, (3) during the three business day period after the Company provides Parent with the written notice described in clause (2) above, the Company shall cause its financial and legal advisors to negotiate in good faith with Parent in an effort to make such adjustments to the terms and conditions of this Agreement such that the Acquisition Proposal would not constitute a Superior Proposal and, therefore, the Company would be required to proceed with the transactions contemplated hereby on such adjusted terms, (4) notwithstanding the negotiations and any adjustments pursuant to clause (3) above, the Board of Directors of the Company makes the determination necessary for the Acquisition Proposal to constitute a Superior Proposal, (5) notwithstanding the negotiations and any adjustments pursuant to clause (3) above, the Board of Directors of the Company concludes in good faith (after receiving the advice of its outside counsel and its financial advisors) that failure to take such actions would be reasonably likely to result in an Adverse Recommendation Change a violation of its fiduciary duties under applicable law and (as defined below6) ornot later than the earlier of the approval or recommendation of, after consultation or the execution and delivery of a definitive agreement with its independent financial advisorsrespect to, constitutes any such Superior Proposal, the Company (I) terminates this Agreement pursuant to Section 8.1(h), (II) makes the payments required to be made pursuant to Section 8.3 and (III) delivers to Parent a written certification duly executed by each other party to such Superior Proposal (as defined below), and which Takeover Proposal was unsolicited and did not otherwise result from 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 which each such person than the Confidentiality Agreement, provided that all such information is provided on a prior or substantially concurrent basis to Parent, and (y) participate in discussions or negotiations with the person making such Takeover Proposal (and its representatives) regarding such Takeover Proposal, provided that the Company shall have delivered to Parent prior written notice advising Parent other party certifies that it intends is aware of the amounts payable under Section 8.3 and that it waives any right that it may have to participate in such discussions or negotiations. The Company will immediately cease all existing activities, discussions and negotiations with any parties conducted heretofore with respect to any Takeover Proposal and request contest the return of all confidential information regarding the Company and ELF provided to any such parties prior to the date hereof pursuant to the terms of any confidentiality agreements or otherwiseamounts so payable.

No Solicitation. (a) The Company agrees that it shall notimmediately cease and cause to be terminated all existing discussions, nor negotiations and communications with any Persons with respect to any Acquisition Proposal. From and after the date of this Agreement and until the earlier of termination of this Agreement or the Effective Time, the Company shall it permit any of its Subsidiaries to, or not and shall not authorize or permit any directorits officers, officer or employee of the Company or any of its Subsidiaries or any directors, employees, investment bankerbankers, attorneyattorneys, accountant accountants or other advisor or representative of the Company or any of its Subsidiaries toagents (collectively, “Representatives”) to directly or indirectly, : (i) solicit, initiate, negotiate solicit or knowingly encourage, or take any other action knowingly to facilitatefacilitate the making of, any Takeover Proposal (as defined below) offer or proposal which constitutes or which would be reasonably likely to lead to any third-party Acquisition Proposal; or (ii) enter intointo any agreement with respect to any Acquisition Proposal; or (iii) in the event of an unsolicited Acquisition Proposal, continue engage in negotiations or otherwise participate discussions with, or provide any information or data to, any Person (other than Parent or any of its Affiliates or representatives) relating to an Acquisition Proposal. The Company shall promptly, and in any discussions event within two (2) Business Days, notify the Parent if any inquiries or negotiations regardingproposals are received by, any information is requested from, or furnish any negotiations or discussions are sought to any person any information be initiated or continued with respect to, the Company or otherwise cooperate in any way with, any Takeover Proposalits Representatives, in each case case, in connection with an Acquisition Proposal (an “Acquisition Proposal Interest”). Such notice shall identify the Person indicating such Acquisition Proposal Interest and the material terms and conditions of any such Acquisition Proposal. Notwithstanding the foregoing, nothing contained in this Section 6.2(a) shall prohibit the Company or its board of directors from taking (and disclosing to the Company’s stockholders) any position with respect to a tender or exchange offer by a third party in compliance with Rules 14d-9 or 14e-2 under the Exchange Act or making such other than a Takeover Proposal made by Parent; provideddisclosures to the Company’s stockholders if, however, that at any time prior to obtaining approval in the good faith judgment of the board of directors 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 advisorsoutside legal counsel, constitutes a Superior Proposal (as defined below), and which Takeover Proposal was unsolicited and did not otherwise result from a breach such disclosure is necessary for the board of this Section 6.04, (x) furnish information with respect to directors of the Company and to comply with 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 substantially concurrent basis to Parent, and (y) participate in discussions or negotiations with the person making such Takeover Proposal (and its representatives) regarding such Takeover Proposal, provided that the Company shall have delivered to Parent prior written notice advising Parent that it intends to participate in such discussions or negotiations. The Company will immediately cease all existing activities, discussions and negotiations with any parties conducted heretofore with respect to any Takeover Proposal and request the return of all confidential information regarding the Company and ELF provided to any such parties prior to the date hereof pursuant to the terms of any confidentiality agreements or otherwisefiduciary duties.

No Solicitation. (a) The Company 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, nor shall it permit any of its Subsidiaries to, or nor shall it authorize or permit any directorofficer, officer director or employee of the Company or any of its Subsidiaries of, or any investment banker, attorney, accountant attorney or other advisor or representative of the Company of, Xoom or any of its Subsidiaries to, directly or indirectly, (i) take any action to solicit, initiate, negotiate encourage or encourage, or take knowingly facilitate any other action knowingly to facilitate, any Takeover Material Transaction Proposal (as defined below) or the submission of a Material Transaction Proposal or (ii) enter into, continue into or otherwise participate in any discussions or negotiations regarding, or furnish to any person any information with respect to, or otherwise cooperate 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 any way with, any response to an unsolicited BONA FIDE Takeover Proposal, in each case other than a Takeover Proposal made by Parent; providedXoom may, however, to the extent that 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 Xoom determines in good faith based on the advice of outside legal counsel that such action is reasonably likely required to result in an Adverse Recommendation Change (as defined below) or, after consultation comply with its independent financial advisors, constitutes a Superior Proposal (as defined below), and which Takeover Proposal was unsolicited and did not otherwise result from a breach of this Section 6.04their fiduciary duties under applicable law, (xA) furnish information with respect to the Company Xoom and its Subsidiaries to the person making such Takeover Proposal (and its representatives) pursuant to a confidentiality agreement representatives and discuss such information with terms not more favorable to such person than the Confidentiality Agreement, provided that all such information is provided on a prior or substantially concurrent basis to Parent, and its representatives and (yB) participate in discussions or negotiations with the person making such Takeover Proposal (and its representatives) regarding such Takeover Proposal. Xoom will promptly notify NBC of receipt of any request for information or any Material Transaction Proposal, provided that the Company material terms and conditions of such request or Material Transaction Proposal and the identity of the person making any such request or Material Transaction Proposal, and will keep NBC fully informed on a current basis of the status and details of any such request or Material Transaction Proposal, PROVIDED that, prior to providing any information to any Person or participating in negotiations with any Person, Xoom shall have delivered to Parent prior written notice advising Parent that it intends to participate in such discussions or negotiationsreceived an executed confidentiality agreement. The Company Xoom will immediately cease all and cause to be terminated any existing activities, discussions and negotiations with any parties conducted heretofore with respect to any Takeover Material Transaction Proposal. (b) From and after May 9, 1999 until the earlier of the Effective Time or the termination of this Agreement in accordance with its terms, the Board of Directors of Xoom shall not (i) approve or recommend or propose publicly to approve or recommend any Material Transaction Proposal, (ii) cause or agree to cause Xoom or any of its Subsidiaries to enter into any agreement (including, without limitation, any letter of intent or agreement in principle) related to a Material Transaction Proposal and request the return of all confidential information regarding the Company and ELF provided to any such parties or (iii) prior to the date hereof Xoom Stockholder Approval, withdraw or modify, in a manner adverse to NBC, the approval or recommendation of the Board of Directors of Xoom for the adoption of the Xenon 2 Merger Agreement or vote in favor of Xoom, as sole stockholder of Xenon 2, adopting the NMC Merger Agreement at the Xenon 2 Stockholder Meeting. Notwithstanding the foregoing, if the Board of Directors of Xoom receives a Takeover Proposal without having violated SECTION 5.5(A) hereof, the Board of Directors of Xoom may, prior to obtaining the Xoom Stockholder Approval, to the extent it determines in good faith based on the advice of outside legal counsel that such action is required to comply with their fiduciary duties under applicable law, take any action specified in clauses (i), (ii) or (iii) above with respect to such Takeover Proposal, but in each case only (x) at a time that is at least five (5) business days after receipt by NBC of written notice from Xoom advising NBC that the Board of Directors of Xoom has resolved to take such action and (y) if Xoom simultaneously therewith terminates this Agreement pursuant to SECTION 9.1(G) hereof. Nothing contained in this Agreement shall prohibit Xoom or its board of directors from complying with Rules 14D-9 and 14e-2 under the Exchange Act with respect to any Takeover Proposal. (c) As used herein, "MATERIAL TRANSACTION PROPOSAL" means any inquiry, proposal or offer from any Person relating to (i) the direct or indirect acquisition or purchase of 20% or more of the assets (based on the fair market value thereof) of Xoom and its Subsidiaries, taken as a whole, or of 20% or more of any class of equity securities of Xoom or any of its Subsidiaries or any tender offer or exchange offer (including by Xoom or its Subsidiaries) that if consummated would result in any person beneficially owning 20% or more of any class of equity securities of Xoom or any of its Subsidiaries, or (ii) any merger, consolidation, business combination, sale of all or substantially all assets, recapitalization, liquidation, dissolution or similar transaction involving Xoom or any of its Subsidiaries other than the Transactions contemplated by this Agreement; PROVIDED, HOWEVER, that in no event shall any merger, consolidation, sale or similar transaction involving only Xoom and one or more of its wholly-owned subsidiaries or involving only any two or more of such wholly-owned subsidiaries be deemed to be a Material Transaction Proposal if such transaction is not entered into in violation of the terms of this Agreement.. As used herein, "TAKEOVER PROPOSAL" means any confidentiality agreements inquiry, proposal or otherwiseoffer from any Person relating to (A) any of the matters set forth in clause (i) of the definition of Material Transaction Proposal but replacing "20%" with "50%" each place "20%" is used in such definition, (B) a sale of all or substantially all of the assets of Xoom and its Subsidiaries or (C) a merger or consolidation of Xoom as a result of which the stockholders of Xoom immediately prior to such transaction would not beneficially own immediately after such transaction 50% or more of the resulting or surviving entity (or the parent thereof).

No Solicitation. (a) The Company shall not, nor shall it permit any of its Subsidiaries to, or authorize or permit any directorCompany Subsidiary to, officer nor shall it authorize or permit any officer, director or employee of the Company or any of its Subsidiaries of, or any investment banker, attorney, accountant attorney or other advisor or representative of (collectively, “Representatives”) of, the Company or any of its Subsidiaries Company Subsidiary to, directly or indirectly, (i) directly or indirectly solicit, initiate, negotiate initiate or encourageknowingly encourage the submission of any Company Takeover Proposal, or take any other action knowingly designed to facilitatefacilitate any inquiries or the making of any proposal that constitutes, or may reasonably be expected to lead to, any Company Takeover Proposal (as defined below) or Proposal, (ii) enter into any agreement with respect to any Company Takeover Proposal or (iii) directly or indirectly enter into, continue or otherwise participate in or continue any discussions or negotiations regarding, or furnish to any person any information with respect to, or otherwise cooperate in any way with, any Company Takeover Proposal, in each case other than a Takeover Proposal made by Parent; provided, however, that at any time that, prior to obtaining approval of the Company's shareholders as contemplated by Section 6.02 hereofCompany Stockholder Approval, the Board of Directors Company and its Representatives may, to the extent required by the fiduciary obligations of the Company mayBoard, as determined in good faith by the Company Board after consultation with outside counsel, in response to a bona fide written Company 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), was not solicited by the Company and which Takeover Proposal was unsolicited and that did not otherwise result from a breach or a deemed breach of this Section 6.045.02(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 and its Subsidiaries to the person making such Company Takeover Proposal (and its representatives) Representatives pursuant to a customary 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 substantially concurrent basis to Parent, and (y) participate in discussions or and negotiations with such person and its Representatives regarding such Company Takeover Proposal. Without limiting the foregoing, it is agreed that any violation of the restrictions set forth in the preceding sentence by any Representative or affiliate of the Company or any Company Subsidiary, whether or not such person is purporting to act on behalf of the Company or any Company Subsidiary or otherwise, shall be deemed to be a breach of this Section 5.02(a) by the Company. The Company shall, and shall cause its Representatives to, cease immediately all discussions and negotiations regarding any proposal that constitutes, or may reasonably be expected to lead to, a Company Takeover Proposal. (b) Neither the Company Board nor the Special Committee shall (i) withdraw or modify in a manner adverse to Parent or Sub, or propose to withdraw or modify, in a manner adverse to Parent or Sub, the approval or recommendation by the Company Board or the Special Committee of this Agreement or the Merger, (ii) approve any letter of intent, agreement in principle, acquisition agreement or similar agreement relating to any Company Takeover Proposal or (iii) approve or recommend, or propose to approve or recommend, any Company Takeover Proposal. Notwithstanding the foregoing, if the Company Board or the Special Committee determines in good faith, after consultation with outside counsel, that it is necessary to do so in order to comply with their fiduciary obligations, the Company Board or the Special Committee may withdraw or modify its approval or recommendation of the Merger and this Agreement. (c) The Special Committee promptly shall advise Parent orally and in writing of any Company Takeover Proposal made to the Special Committee or any inquiry with respect to or that could reasonably be expected to lead to any Company Takeover Proposal and the identity of the person making any such Company Takeover Proposal or inquiry. The Special Committee shall (i) keep Parent fully informed of the status, including any change to the details, of any such Company Takeover Proposal or inquiry and its representatives(ii) regarding such Takeover Proposal, provide Parent as soon as practicable after receipt or delivery thereof with copies of all correspondence and other written material sent or provided that to the Company shall have delivered to Parent prior written notice advising Parent that it intends to participate from any third party in such discussions or negotiations. The Company will immediately cease all existing activities, discussions and negotiations connection with any parties conducted heretofore with respect Company Takeover Proposal or sent or provided by the Company to any third party in connection with any Company Takeover Proposal and request the return of all confidential information regarding other than materials already provided by the Company and ELF provided to Parent. (d) Nothing contained in this Section 5.02 shall prohibit the Company from making any such parties prior required disclosure to the date hereof Company’s stockholders if, in the good faith judgment of the Company Board, after consultation with outside counsel, failure so to disclose would be inconsistent with its obligations under applicable Law; provided, however, that in no event shall the Company, the Company Board or any committee thereof take, agree or resolve to take any action prohibited by Section 5.02(b). Except as specifically permitted by, or as required in order to take any action specifically permitted by, this Agreement, including this Section 5.02(d), the proviso in Section 5.02(a) or the last sentence of Section 5.02(b) (but excluding the taking of any action pursuant to the terms resolutions of the Board of Directors of the Company appointing and specifying the duties of the Special Committee which is not otherwise specifically permitted by, or required in order to take any confidentiality agreements action specifically permitted by, this Agreement), the Special Committee may not take, agree or otherwiseresolve to take any action that would reasonably be expected to interfere with or delay (i) the receipt of the Company Stockholder Approval or (ii) the consummation of the Merger.

No Solicitation. (a) The Company shall, and shall direct and cause its officers, directors, employees, representatives and agents to, immediately cease any discussions or negotiations with any parties that may be ongoing with respect to a Company Takeover Proposal (as defined below) and immediately request that all confidential information furnished by or on behalf of the Company be returned. The Company shall not, nor shall it permit any of its Subsidiaries subsidiaries to, or nor shall it authorize or permit any director, officer or employee of the Company or any of its Subsidiaries officers, directors or employees or any investment banker, financial advisor, attorney, accountant or other advisor or representative of the Company retained by it or any of its Subsidiaries tosubsidiaries, directly or indirectly, to (i) solicit, initiate, negotiate initiate or encourageencourage (including by way of furnishing information), or take any other action knowingly designed or reasonably likely to facilitate, any inquiries or the making of any proposal which constitutes, or may reasonably be expected to lead to, any Company Takeover Proposal (as defined below) or (ii) enter into, continue or otherwise participate in any discussions discussion or negotiations regarding, or furnish to regarding any person any information with respect to, or otherwise cooperate in any way with, any Company Takeover Proposal, in each case other than a Takeover Proposal made by Parent; provided, however, that if, at any time prior to obtaining approval of the Company's shareholders as Company shareholder meeting with respect to the transactions contemplated by Section 6.02 hereofhereby, the Board of Directors of the Company determines in good faith, based on the advice of its outside legal counsel, that the failure to do so would result in a breach of its fiduciary duties to the Company's shareholders under applicable Law, 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 Company Superior Proposal (as defined below), and which Takeover Proposal was unsolicited and did not otherwise result from a breach of this subject to compliance with Section 6.044.8(c), (x) furnish information with respect to the Company and its Subsidiaries to the any person making such Takeover Proposal (and its representatives) pursuant to a customary confidentiality agreement (as determined by the Company after consultation with terms not more favorable to such person than the Confidentiality Agreement, provided that all such information is provided on a prior or substantially concurrent basis to Parent, outside legal counsel) and (y) participate in discussions or negotiations with the person making regarding such Company Takeover Proposal (and its representatives) regarding for purposes of determining in good faith if such Company Takeover Proposal is a Company Superior Proposal. "Company Takeover Proposal" means any inquiry, provided that proposal or offer from any person relating to (1) any direct or indirect acquisition or purchase of assets representing 20% or more of the Company shall have delivered to Parent prior written notice advising Parent that it intends to participate in such discussions or negotiations. The Company will immediately cease all existing activities, discussions and negotiations with any parties conducted heretofore with respect to any Takeover Proposal and request the return consolidated assets of all confidential information regarding the Company and ELF provided the Company Subsidiaries, (2) any issuance, sale, or other disposition of (including by way of merger, consolidation, business combination, share exchange, joint venture, or any similar transaction) securities (or options, rights or warrants to purchase, or securities convertible into or exchangeable for, such securities) representing 20% or more of the voting power of the Company, (3) any tender offer, exchange offer or other transaction in which, if consummated, any person shall acquire beneficial ownership (as such parties prior term is defined in Rule 13d-3 under the Securities Exchange Act), or the right to acquire beneficial ownership, or any "group" (as such term is defined under the Securities Exchange Act) shall have been formed which beneficially owns or has the right to acquire beneficial ownership, of, 20% or more of the outstanding voting capital stock of the Company, or, (4) any merger, consolidation, share exchange, business combination, recapitalization, liquidation, dissolution or similar transaction involving the Company or any Company Subsidiary, other than the transactions contemplated by this Agreement. Notwithstanding any provision to the date hereof pursuant contrary contained in this Section 4.8, the provision by the Company of copies of its SEC filings by its investor relations department to third parties in a manner consistent with its historical practices, shall not be deemed a violation of this Section 4.8. For purposes of this Agreement, a "Company Superior Proposal" means any bona fide proposal made by a third party to acquire, directly or indirectly, for consideration consisting of cash and/or securities, more than a majority of the combined voting power of the Company Shares then outstanding or all or substantially all the assets of the Company, on terms which the Board of Directors of the Company determines in its good faith judgment based on the advice of the Company's financial advisers and outside legal counsel to be more favorable to the terms Company's shareholders, from a financial point of any confidentiality agreements or otherwiseview, than the Merger (taking into account all factors relating to such proposed transaction deemed relevant by the Board of Directors of the Company, including, without limitation, the financing thereof and all other conditions thereto).

No Solicitation. (a) The Company shall notcease and terminate, nor and shall it permit use reasonable best efforts to cause its Representatives to cease and terminate, all solicitations, discussions, and negotiations with any Person with respect to any offer or proposal or potential offer or proposal relating to any proposed transaction or series of related transactions, other than the transactions contemplated hereby, involving a Company Acquisition Proposal as of the date of this Agreement. Except as provided in this Section 5.2, from the date of this Agreement until the earlier of termination of this Agreement or the Effective Time, the Company will not and will cause its Representatives not to directly or indirectly (A) initiate, solicit, knowingly encourage or facilitate the making of any offer or proposal which constitutes or is reasonably likely to lead to a Company Acquisition Proposal, (B) enter into any agreement with respect to a Company Acquisition Proposal or (C) engage in negotiations or discussions with, or provide any non-public information or data to, any Person (other than Parent or any of its Subsidiaries toAffiliates or Representatives) relating to any Company Acquisition Proposal, or authorize grant any waiver or permit release under any directorrestriction from making a Company Acquisition Proposal, officer in each case, other than discussions solely to notify such Person of the terms of this Section 5.2 or employee to clarify the terms and conditions of such proposal or offer. The Company agrees that any violations of the restrictions set forth in this Section 5.2 by any of its Representatives will be deemed to be a breach of this Agreement (including this Section 5.2) by the Company. (b) Notwithstanding anything to the contrary contained in this Agreement, at any time following the date of this Agreement and prior to the date on which the Company Requisite Vote is obtained, the Company and its Representatives may furnish non-public information concerning the Company’s business, properties or assets to any Person in accordance with a confidentiality agreement with terms no less favorable in the aggregate to the Company than those contained in the Confidentiality Agreement and may participate in discussions and negotiations with such Person concerning a Company Acquisition Proposal if, but only if, such Person has, in the absence of any material breach of Section 5.2(a), submitted a bona fide proposal to the Company relating to such Company Acquisition Proposal that the Company Board of Directors determines in good faith, after consultation with the Company’s outside counsel and financial advisor, is or is reasonably likely to lead to a Superior Proposal. From and after the date of this Agreement and prior to the Stockholders Meeting, the Company will promptly (and in any event within forty-eight (48) hours) notify Parent if the Company or any of its Subsidiaries Company Subsidiary or Representative receives (i) any investment bankerCompany Acquisition Proposal or indication by any Person that it is considering making a Company Acquisition Proposal, attorney, accountant or other advisor or representative of (ii) any request for non-public information relating to the Company or any Company Subsidiary other than requests for information in the ordinary course of its Subsidiaries business and unrelated to a Company Acquisition Proposal or (iii) any inquiry or request for discussions or negotiations with respect to any Company Acquisition Proposal. The Company will provide Parent promptly (and in any event within such forty-eight (48) hour period) with the identity of such Person and a correct and complete copy of such Company Acquisition Proposal, indication, inquiry or request (or, where such Company Acquisition Proposal is not in writing, a description of the material terms and conditions of such Company Acquisition Proposal, indication, inquiry or request), including any modifications thereto. The Company will keep Parent reasonably informed (orally and in writing) on a current basis (and in any event no later than forty-eight (48) hours after the occurrence of any material changes, developments, discussions or negotiations) of the status of any Company Acquisition Proposal, indication, inquiry or request (including the material terms and conditions thereof and of any modification thereto), and any material developments, discussions and negotiations, including furnishing copies of any written inquiries, correspondence, and draft documentation, and written summaries of any material oral inquiries or discussions. Without limiting the foregoing, the Company will promptly (and in any event within forty-eight (48) hours) notify Parent orally and in writing if it determines to begin providing information or to engage in discussions or negotiations concerning a Company Acquisition Proposal and will in no event begin providing such information or engaging in such discussions or negotiations prior to providing such notice. The Company will not, and will cause each Company Subsidiary not to, directly enter into any agreement with any Person subsequent to the date of this Agreement that would restrict the Company’s ability to provide such information to Parent and neither the Company nor any Company Subsidiary is currently party to any agreement that prohibits the Company from providing to Parent the information described in this Section 5.2(b). The Company (A) will not, and will cause each Company Subsidiary not to, terminate, waive, amend or indirectlymodify any provision of, or grant permission or request under, any standstill or confidentiality agreement to which it or any Company Subsidiary is or becomes a party, and (B) will, and will cause each Company Subsidiary to, use reasonable best efforts to enforce any such agreement unless the Company Board of Directors determines in good faith, after consultation with the Company’s outside counsel, that the failure to do so would be inconsistent with the fiduciary duties of the Company Board of Directors to the Company’s stockholders under applicable Law, in which event the Company may take the actions described in these clauses (A) and (B) solely to the extent necessary to permit a third party to make, on a confidential basis to the Company Board of Directors, a Company Acquisition Proposal, conditioned upon such third party agreeing that the Company shall not be prohibited from providing any information to Parent (including regarding any such Company Acquisition Proposal) in accordance with, and otherwise complying with, this Section 5.2. The Company will promptly provide to Parent any non-public information concerning the Company or any Company Subsidiary provided or made available in accordance with this Section 5.2(b) which was not previously provided or made available to Parent. For purposes of this Agreement, a “Superior Proposal” is a written Company Acquisition Proposal that did not result from or involve a material breach of this Section 5.2 and that proposes an acquisition of more than fifty percent (50%) of the equity securities or consolidated total assets of the Company and the Company Subsidiaries on terms which the Company Board of Directors determines in its good faith judgment to be more favorable to the holders of the Shares than the transactions contemplated hereby (after consultation with the Company’s outside counsel and financial advisor), taking into account all the terms and conditions of such proposal and this Agreement, which the Company Board of Directors has determined to be as or more reasonably likely to be completed on the terms proposed than the transactions contemplated by this Agreement, taking into account all financial, regulatory, legal and other aspects of such proposal and the terms of this Agreement. (c) Except as set forth herein, neither the Company Board of Directors nor any committee thereof will (i) solicit, initiate, negotiate or encourage, or take make any other action knowingly to facilitate, any Takeover Proposal (as defined below) Company Adverse Recommendation Change or (ii) enter intointo any letter of intent, continue or otherwise participate memorandum of understanding, agreement in any discussions or negotiations regardingprinciple, acquisition agreement, merger agreement, or furnish to similar agreement (an “Alternative Acquisition Agreement”) providing for the consummation of a transaction contemplated by any person any information with respect to, or otherwise cooperate in any way with, any Takeover Proposal, in each case Company Acquisition Proposal (other than a Takeover confidentiality agreement referenced in Section 5.2(b) entered into in the circumstances referenced in Section 5.2(b)). The Company, promptly following a determination by the Company Board of Directors that a Company Acquisition Proposal made is a Superior Proposal, will notify Parent of such determination. (d) Notwithstanding anything in Section 5.2(c) to the contrary, prior to the date on which the Company Requisite Vote is obtained, if (i) the Company receives a Company Acquisition Proposal from a third Person that is not in violation of such third Person’s contractual obligations to the Company, (ii) a material breach by the Company of Section 5.2, has not contributed to the making of such Company Acquisition Proposal and (iii) the Company Board of Directors concludes in good faith, after consultation with the Company’s outside counsel and financial advisor, that such Company Acquisition Proposal constitutes a Superior Proposal after giving effect to all of the adjustments of this Agreement that are offered in writing by Parent, the Company Board of Directors may, if it determines in good faith, after consultation with the Company’s outside counsel, that failure to take such action would be inconsistent with its fiduciary duties to the holders of the Shares in accordance with Law, (A) effect a Company Adverse Recommendation Change or (B) terminate this Agreement to enter into an Alternative Acquisition Agreement with respect to such Superior Proposal; provided, however, that at the Company will not terminate this Agreement in accordance with clause (B) above, and any time prior to obtaining approval purported termination in accordance with clause (B) above will be void and of no force or effect, unless in advance of or concurrently with such termination the Company (1) pays the Termination Fee in accordance with Section 8.2 and (2) immediately following such termination enters into a binding definitive Alternative Acquisition Agreement for such Superior Proposal; provided, further, that the Company Board of Directors may not effect a change of its recommendation in accordance with clause (A) above or terminate this Agreement in accordance with clause (B) above unless (I) no material breach of the Company's shareholders as contemplated by ’s obligations in Section 6.02 hereof5.2 has occurred, (II) the Company has provided prior written notice to Parent, at least three (3) Business Days in advance (the “Notice Period”), of its intention to take such action with respect to such Superior Proposal, which notice will specify the material terms and conditions of any such Superior Proposal (including the identity of the party making such Superior Proposal), and has contemporaneously provided a correct and complete copy of the proposed Alternative Acquisition Agreement with respect to such Superior Proposal, (III) prior to effecting such Company Adverse Recommendation Change or terminating this Agreement to enter into a definitive Alternative Acquisition Agreement with respect to such Superior Proposal, the Company has, and has caused its Representatives to, during the Notice Period, negotiate with Parent in good faith (to the extent Parent requests to negotiate) to make such adjustments in the terms and conditions of this Agreement so that such Company Acquisition Proposal ceases to constitute a Superior Proposal and (IV) following any negotiation described in clause (3) above, the Company Board of Directors of the Company may, in response to a bona fide written Takeover Proposal that such Board of Directors reasonably determines concludes in good faith is reasonably likely to result in an Adverse Recommendation Change (as defined below) orfaith, after consultation with its independent the Company’s outside counsel and financial advisorsadvisor, constitutes that such Company Acquisition Proposal continues to constitute a Superior Proposal. In the event of any material revisions to the Superior Proposal (as defined below)after the start of the Notice Period, the Company is required to deliver a new written notice to Parent and which Takeover Proposal was unsolicited and did not otherwise result from a breach to comply with the requirements of this Section 6.04, (x5.2(d) furnish information with respect to such new written notice, and the Notice Period will be deemed to have re-commenced on the date of such new notice, except that the references to three (3) Business Days shall be deemed two (2) Business Days. Any Company Adverse Recommendation Change will not change the approval of the Company and its Subsidiaries Board of Directors for purposes of causing any state takeover statute or other Law to be inapplicable to the person making such Takeover transactions contemplated hereby. (e) The Company Board of Directors may make a Company Adverse Recommendation Change in the absence of a Company Acquisition Proposal (and its representatives) pursuant to if 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 substantially concurrent basis to ParentCompany Intervening Event has occurred, and (y) participate the Company Board of Directors has concluded in discussions or negotiations good faith, after consultation with the person making such Takeover Proposal (and Company’s outside counsel, that failure to make a Company Adverse Recommendation Change on account of the Company Intervening Event would be inconsistent with its representatives) regarding such Takeover Proposalfiduciary duties, provided provided, however, that the Company shall have delivered Board of Directors will not make a Company Adverse Recommendation Change unless the Company has (i) provided to Parent at least three (3) Business Days’ prior written notice advising Parent that it the Company Board of Directors intends to participate take such action and specifying the Company Intervening Event in reasonable detail and (ii) during such three (3) Business Day period, if requested by Parent, engaged in good faith negotiations with Parent to amend this Agreement in such discussions a manner that obviates the need or negotiations. reason for the Company Adverse Recommendation Change. (f) The Company will immediately cease all existing activities, discussions and negotiations promptly (but in no event later than three (3) Business Days after the date of this Agreement) demand that each Person that has executed a confidentiality agreement in connection with any parties conducted heretofore with respect to any Takeover a potential Company Acquisition Proposal and request within the return of all confidential information regarding the Company and ELF provided to any such parties one-year period prior to the date hereof of this Agreement return (or destroy, to the extent permitted by the applicable confidentiality agreement) all confidential information furnished to such individual or entity by or on behalf of the Company or any Company Subsidiary. (g) Nothing in this Section 5.2 or elsewhere in this Agreement will prohibit the Company from (i) taking and disclosing to the stockholders of the Company a position contemplated by Rule 14e-2(a), Rule 14d-9 or Item 1012(a) of Regulation M-A promulgated under the Exchange Act, including any “stop, look and listen” communication pursuant to Rule 14d-9(f) promulgated under the terms Exchange Act, or (ii) making any disclosure to the stockholders of any confidentiality agreements or otherwisethe Company that is required by applicable Law; provided that this Section 5.2(g) will not be deemed to permit the Company Board of Directors to make a Company Adverse Recommendation Change except to the extent permitted by Sections 5.2(d) and 5.2(e).

No Solicitation. (a) The Notwithstanding anything to the contrary contained in this Agreement, during the period beginning on the date of this Agreement and continuing until 11:59 p.m. (Eastern time) on the 45th calendar day after the date of this Agreement (the “Go-Shop Period”), the Company and the Company Subsidiaries and their respective officers, directors, employees, investment bankers, attorneys, accountants, financial advisors, agents and other representatives (any of the foregoing, a “Representative”) shall have the right to: (i) initiate, solicit and encourage any inquiry or the making of any proposals or offers that constitute Acquisition Proposals, including by way of providing access to non-public information to any Person pursuant to an Acceptable Confidentiality Agreement; provided that the Company shall not, nor shall it permit promptly (and in any of its Subsidiaries to, event within 24 hours) disclose or authorize or permit any director, officer or employee of make available to Parent all information concerning the Company or any of its Subsidiaries or any investment banker, attorney, accountant or other advisor or representative of the Company or Subsidiaries that the Company provides to any of its Subsidiaries toPerson given such access that was not previously made available to Parent, directly or indirectly, (i) solicit, initiate, negotiate or encourage, or take any other action knowingly to facilitate, any Takeover Proposal (as defined below) or and (ii) engage or enter into, continue or otherwise participate in any discussions or negotiations regarding, with any Persons or furnish groups of Persons with respect to any person any information with respect to, Acquisition Proposals or otherwise cooperate in with or assist or participate in, or facilitate any way withsuch inquiries, proposals, discussions or negotiations or any Takeover Proposaleffort or attempt to make any Acquisition Proposals. (b) Except as expressly permitted by this Section 6.3 and except as may relate to any Person, in each case other than group of Persons or group that includes any Person or group of Persons from whom the Company has received during the Go-Shop Period a Takeover written Acquisition Proposal made by Parent; provided, however, that 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 or any committee thereof determines in good faith is (after considering the recommendation of the Special Committee and consulting with the Company’s financial advisors and outside legal counsel) constitutes or could reasonably likely be expected to result in an Adverse Recommendation Change (as defined below) or, after consultation with its independent financial advisors, constitutes a Superior Proposal (as defined belowany such Person or group of Persons, an “Excluded Party”), neither the Company nor any of the Company Subsidiaries may, and which Takeover the Company and the Company Subsidiaries shall direct and cause their respective Representatives, not to, at 12:00 a.m. (Eastern Time) on the 46th calendar day after the date of this Agreement (the “No-Shop Period Start Date”) and thereafter until the earlier of the Effective Time and the termination of this Agreement in accordance with Article VIII, (i) continue any discussions or negotiations with any Persons that may be ongoing with respect to an Acquisition Proposal was unsolicited and did not otherwise result from (ii) directly or indirectly initiate, solicit, knowingly encourage or knowingly facilitate (including by way of furnishing non-public information) any inquiry or the making or submission of any proposal that constitutes, or could reasonably be expected to lead to, an Acquisition Proposal for the Company, (iii) participate or engage in discussions or negotiations with, or disclose any non-public information or data relating to the Company or any of the Company Subsidiaries or afford access to the properties, books or records of the Company or any of the Company Subsidiaries to any person that has made an Acquisition Proposal for the Company or to any person in contemplation of an Acquisition Proposal for the Company, or (iv) accept an Acquisition Proposal for the Company or enter into any agreement, including any letter of intent, memorandum of understanding, agreement in principle, merger agreement, acquisition agreement, option agreement, joint venture agreement, partnership agreement or other similar agreement, arrangement or understanding constituting or related to, or that is intended to or could reasonably be expected to lead to, any Acquisition Proposal for the Company (other than an Acceptable Confidentiality Agreement permitted pursuant to this Section 6.3) (any agreement, arrangement or understanding referred to in this clause (iv) (other than an Acceptable Confidentiality Agreement), an “Acquisition Agreement”). Any violation of any of the foregoing restrictions by any Company Subsidiary or by any Representative shall constitute a breach of this Agreement by the Company. Notwithstanding anything to the contrary in this Agreement, the Company and the Company Board of Directors may take any action described in clause (iii) or (iv) of this Section 6.046.3(a) with respect to a third party if at any time after the execution of this Agreement and prior to obtaining the Company Stockholder Approval (w) the Company receives a written Acquisition Proposal for the Company from that third party (and an Acquisition Proposal for the Company from that third party was not during that time period initiated, solicited, knowingly encouraged or knowingly facilitated in violation of this Section 6.3 by the Company, by any Company Subsidiary or any Representative), and (x) furnish information with respect to the Company Board of Directors determines in good faith (after considering the recommendation of the Special Committee and its Subsidiaries consulting with the Company’s financial advisors and outside legal counsel) that such proposal constitutes or could reasonably be expected to result in a Superior Proposal, but the person making such Takeover Proposal (and its representatives) pursuant Company may not deliver any information to a confidentiality agreement with terms not more favorable to such person than the that third party without entering into an Acceptable Confidentiality Agreement, provided that all such information is provided on a prior or substantially concurrent basis to Parent, and (y) participate in discussions the Company has previously disclosed or negotiations with the person making such Takeover Proposal promptly (and its representativesin any event within 24 hours) regarding such Takeover Proposaldiscloses or makes available the same information, provided if any, to Parent as the Company makes available to that third party. Nothing contained in this Section 6.3 shall prohibit the Company or the Company Board of Directors from disclosing to Company Stockholders a position contemplated by Rules 14d-9 and 14e-2(a) or Item 1012(a) of Regulation M-A promulgated under the Exchange Act if the Company shall have delivered have, to the extent reasonably practicable, provided Parent with a reasonable opportunity in advance to review and comment on any such disclosure and, in the case of any such disclosure, the Company Board of Directors determines in good faith, after consulting with outside legal counsel, that either (A) failure to make such disclosure would be inconsistent with its fiduciary duties to the Company Stockholders or (B) such disclosure is required by applicable law or by the rules of any applicable national securities exchange; provided, however, that any disclosure of a position contemplated by Rule 14e-2(a) or Rule 14d-9 or Item 1012(a) of Regulation M-A promulgated under the Exchange Act other than a “stop, look and listen” or similar communication of the type contemplated by Rule 14d-9(f) under the Exchange Act, that is not coupled with an express rejection of any applicable Acquisition Proposal for the Company or an express reaffirmation of its recommendation to its stockholders in favor of the Merger shall be deemed to be a Company Recommendation Change. (c) Except as otherwise expressly provided for herein, (i) neither the Company Board of Directors nor any committee thereof may directly or indirectly (A) withdraw (or amend or modify in a manner adverse to Parent), or propose publicly to withdraw (or amend or modify in a manner adverse to Parent), the approval, recommendation or declaration of advisability by the Company Board of Directors or any such committee thereof of this Agreement, the Merger or the other transactions contemplated by this Agreement or (B) recommend, adopt or approve, or propose publicly to recommend, adopt or approve, any Acquisition Proposal for the Company (any action described in this Section 6.3(b)(i)-(ii) being referred to as a “Company Recommendation Change”) or (ii) neither the Company nor any of the Company Subsidiaries may execute or enter into an Acquisition Agreement. Notwithstanding the foregoing or Section 6.3(e), at any time prior to obtaining the Company Stockholder Approval, and subject to the Company’s compliance at all times with the provisions of this Section 6.3 and Section 6.6, the Company Board of Directors may (v) in response to a Superior Proposal, make a Company Recommendation Change and enter into an Acquisition Agreement but only so long as the Company terminates this Agreement pursuant to, and concurrently complies with all the provisions of, Sections 8.1(d)(ii) and 8.3 and (w) make a Company Recommendation Change in response to an Intervening Event if the Company Board of Directors concludes in good faith (after considering the recommendation of the Special Committee and consulting with the Company’s outside legal counsel) that the failure to take such action would breach its fiduciary duties under applicable law. The term “Intervening Event” means, with respect to the Company, a material event or circumstance that was not known or reasonably foreseeable to the board of directors of the Company on the date of this Agreement (or if known, the consequences of which are not known to or reasonably foreseeable by such board of directors as of the date hereof), which event or circumstance, or any material consequences thereof, becomes known to the board of directors of the Company prior to the time at which the Company receives the Company Stockholder Approval; provided, however, that in no event shall the receipt, existence or terms of an Acquisition Proposal for the Company, or any consequence thereto, constitute, by itself, an Intervening Event. However, the Company Board of Directors shall not be entitled to exercise its right to make a Company Recommendation Change unless the Company provides written notice to Parent prior written notice advising Parent that it (a “Company Notice”), at least four business days before taking such action, of its intention to do so and the Company otherwise complies with this Section 6.3(b). A Company Notice shall (i) if the Company Board of Directors intends to participate make a Company Recommendation Change in such discussions response to an Acquisition Proposal for the Company that constitutes a Superior Proposal, specify the material terms and conditions of that Superior Proposal and identify the person or negotiationsgroup making that Superior Proposal, or (ii) if the Company Board of Directors intends to make a Company Recommendation Change in response to an Intervening Event, include a description of the Intervening Event. The Company will immediately cease all existing activities, discussions Board of Directors shall not be entitled to exercise its right to make a Company Recommendation Change under clause (v) above and negotiations with any parties conducted heretofore with respect enter into an Acquisition Agreement in response to any Takeover a Superior Proposal and request the return of all confidential information regarding (x) until four business days after the Company provides a Company Notice to Parent and ELF provided to (y) if during that four business day period, Parent proposes any such parties prior to the date hereof pursuant alternative transaction (including any modifications to the terms of this Agreement), unless the Company Board of Directors determines in good faith (after considering the recommendation of the Special Committee and consulting with the financial advisors and outside legal counsel for the Company Board of Directors, and taking into account all financial, legal, and regulatory terms and conditions of that alternative transaction proposal) that such alternative transaction proposal is not at least as favorable to the Company Stockholders as the Superior Proposal (it being understood that any confidentiality agreements change in the financial or otherwiseother material terms of a Superior Proposal in response to any alternative transaction proposal (including any modifications to the terms of this Agreement) by Parent shall require a new Company Notice and a new four business day period under this Section 6.3(b)). If requested by Parent, the Company shall engage in good faith negotiations with Parent, during the four business day period after Parent’s receipt of a Company Notice specifying that the Company Board of Directors intends to make a Company Recommendation Change in response to an Intervening Event or a Superior Proposal, to amend this Agreement in such a manner such that the failure by the Company Board of Directors to make a Company Recommendation Change would no longer cause such board to be inconsistent with its fiduciary duties under applicable law.

No Solicitation. (a) The Until the earlier of the Effective Time or the termination of this Agreement, the Company shall not, agrees that neither it nor shall it permit any of its Subsidiaries tosubsidiaries, nor any of the officers, directors or authorize employees of it or permit its subsidiaries shall, and it shall direct and use its best efforts to cause its and its subsidiaries' representatives and agents (including, without limitation, any directorinvestment banker, officer attorney or employee of accountant retained by the Company or any of its Subsidiaries or any investment bankersubsidiaries), attorney, accountant or other advisor or representative of the Company or any of its Subsidiaries not to, directly or indirectly, (i) solicit, initiate, negotiate solicit or encourageknowingly encourage (including by way of furnishing non-public information or assistance), or take any other action knowingly to facilitate, any Takeover Proposal (as defined below) inquiries or (ii) enter into, continue or otherwise participate in the making of any discussions or negotiations regardingproposal that constitutes, or furnish may reasonably be expected to any person any information with respect lead to, or otherwise cooperate in any way with, any Takeover Proposal, in each case other than a Takeover Proposal made by Parent; provided, however, that 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 Acquisition Proposal (as defined below), and which Takeover or enter into or maintain or continue discussions or negotiate with any person or entity in furtherance of such inquiries or to obtain an Acquisition Proposal was or agree to or endorse any Acquisition Proposal; provided, however, that nothing in this Agreement shall prohibit the Company Board from (i) complying with Rule 14e-2 promulgated under the Exchange Act with regard to an Acquisition Proposal or (ii) furnishing information to, or entering into discussions or negotiations with, any person or entity that makes an unsolicited and did not otherwise result from a breach Acquisition Proposal after the date of this Section 6.04Agreement, if, in the case referred to in clause (ii) above, the Company Board, after consultation with and based upon the advice of independent legal counsel, determines in good faith that such action is likely to be required for the Company Board to comply with its fiduciary duties to stockholders under applicable law and, prior to taking such action, the Company receives from such person or entity an executed confidentiality agreement in reasonably customary form. For purposes of this Agreement, "Acquisition Proposal" means an inquiry, offer or proposal regarding any of the following (other than the transactions contemplated by this Agreement) involving the Company or any of its subsidiaries: (w) any merger, consolidation, share exchange, recapitalization, business combination or other similar transaction; (x) furnish information with respect to any sale, lease, exchange, mortgage, pledge, transfer or other disposition of all or substantially all the assets of the Company and its Subsidiaries to the person making such Takeover Proposal (and its representatives) pursuant to subsidiaries, taken as a confidentiality agreement with terms not more favorable to such person than the Confidentiality Agreementwhole, provided that all such information is provided on in a prior single transaction or substantially concurrent basis to Parent, and series of related transactions; (y) participate any tender offer or exchange offer for 20 percent or more of the outstanding shares of Company Common Stock or the filing of a registration statement under the Securities Act in discussions connection therewith; or negotiations with (z) any public announcement of a proposal, plan or intention to do any of the person making such Takeover Proposal (and its representatives) regarding such Takeover Proposal, provided that foregoing or any agreement to engage in any of the Company shall have delivered to Parent prior written notice advising Parent that it intends to participate in such discussions or negotiations. The Company will immediately cease all existing activities, discussions and negotiations with any parties conducted heretofore with respect to any Takeover Proposal and request the return of all confidential information regarding the Company and ELF provided to any such parties prior to the date hereof pursuant to the terms of any confidentiality agreements or otherwiseforegoing.

No Solicitation. (a) The Subject to the remainder of this Section 5.02, from the date of this Agreement until the earlier of the Effective Time and the termination of this Agreement pursuant to Article VII, the Company shall not, nor and shall it use its reasonable best efforts not to permit any of its Subsidiaries to, or authorize or permit any director, officer or employee Representative of the Company or any of its Subsidiaries or any investment banker, attorney, accountant or other advisor or representative of the Company or any of its Subsidiaries to, directly or indirectly, (i) solicit, initiate, negotiate initiate or knowingly encourage, directly or take indirectly, the submission of any other action knowingly to facilitate, any Takeover Acquisition Proposal (as defined below) or ), (ii) enter intointo any agreement with respect to any Acquisition Proposal, continue or otherwise (iii) participate in any discussions or negotiations regarding, or furnish to any person any non-public information with respect to, or otherwise cooperate in knowingly take any way withother action to, directly or indirectly, facilitate any inquiries or the making of any proposal that constitutes, or may reasonably be expected to lead to, any Takeover Acquisition Proposal. (b) Notwithstanding anything to the contrary in this Agreement, in each case other than a Takeover Proposal made by Parent; provided, however, that 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 an Acquisition Proposal that such was not the result of any actions prohibited in paragraph (a) above and that was received at any time prior to the receipt of the Company Stockholder Approval, and which the Company Board of Directors reasonably determines determines, in good faith is reasonably likely to result in an Adverse Recommendation Change (as defined below) orfaith, after consultation with its independent outside legal counsel and financial advisorsadvisor, constitutes may reasonably be expected to lead to a Superior Proposal (as defined below), ) and which Takeover Proposal was unsolicited and did not otherwise result from the following actions are required for the Company Board to act in a breach of this Section 6.04manner consistent with its fiduciary duties to the Company Stockholders under applicable Law, (x) furnish enter into a customary confidentiality agreement with the person making such Acquisition Proposal having terms and conditions not in the aggregate materially more favorable to such person than the terms of the Confidentiality Agreement are to Parent, (y) furnish, and authorize and permit its Representatives to furnish, information with respect to the Company and its Subsidiaries to the person making such Takeover Acquisition Proposal (and its representatives) Representatives pursuant to a such customary 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 substantially concurrent basis to Parent, and (yz) participate in discussions or negotiations with such person and its Representatives regarding any Acquisition Proposal; provided, however, that the Company shall promptly provide to Parent any non-public information concerning the Company or any Subsidiary that is provided to the person making such Takeover Acquisition Proposal (and or its representatives) regarding such Takeover ProposalRepresentatives which was not previously provided to Parent; provided further, provided however, that the Company shall have delivered also promptly (and in any event within 48 hours) notify Parent of the receipt of each Acquisition Proposal, set forth in reasonable detail the material terms and conditions of the Acquisition Proposal (including, without limitation, information relating to the financing) and, to the extent not prohibited by any confidentiality agreement or other similar agreement in existence as of the date of this Agreement, identify the party submitting the Acquisition Proposal, and thereafter shall keep Parent prior written notice advising Parent that it intends to participate in reasonably informed of the status and material terms and conditions of such discussions or negotiations. The Company will immediately cease all existing activities, discussions and negotiations with any parties conducted heretofore with respect to any Takeover Proposal and request the return of all confidential information regarding Acquisition Proposal. (c) Neither the Company and ELF provided Board nor any committee thereof shall (i) withdraw (or modify in a manner adverse to Parent), or publicly propose to withdraw (or modify in a manner adverse to Parent), the recommendation of this Agreement by the Company Board or any such parties committee, (ii) approve or recommend, or publicly propose to approve or recommend, the approval or adoption of any Acquisition Proposal, or resolve or agree to take any such action, or (iii) cause or permit the Company or any of its Subsidiaries to execute or enter into, any letter of intent, memorandum of understanding, agreement in principle, merger agreement, acquisition agreement, option agreement, joint venture agreement, partnership agreement or other similar agreement constituting or related to, or that is intended to or may reasonably be expected to lead to, any Acquisition Proposal, other than any confidentiality agreement referred to in Section 5.02(b). (d) Notwithstanding the foregoing, at any time prior to the date hereof time when the Company Stockholder Approval has been obtained: (i) upon having received an Acquisition Proposal that the Company Board concludes constitutes a Superior Proposal, the Company Board may withhold, withdraw or modify its recommendation of this Agreement and the Merger, approve or recommend the Superior Proposal or terminate this Agreement pursuant to Section 7.01(c) and shall promptly notify Parent in writing of any such determination. (ii) In circumstances other than as provided in Section 5.02(d)(i) above, the Company Board may, if it determines in good faith, after consulting with outside legal counsel, that the failure to take such action could result in a breach of the Company Board’s fiduciary obligations under applicable Law, withhold, withdraw or modify, or propose publicly to withhold, withdraw or modify, the recommendation by the Company Board or any committee thereof of this Agreement and the Merger, but only after (A) the Company has notified Parent in writing that the Company Board is prepared to make the determination set forth in this clause (ii), (B) for a period of five (5) Business Days following Parent’s receipt of the notice set forth in clause (A) of this sentence, the Company negotiates with Parent in good faith to make such adjustments to the terms and conditions of this Agreement as would enable the Company Board to proceed with its recommendation of this Agreement and the Merger and (C) at the end of such five (5) Business Day period the Company Board maintains its determination described in this clause (ii) (after taking in account such adjustments to the terms and conditions of this Agreement). (e) Nothing contained in this Section 5.02 shall prohibit the Company from taking and disclosing to the Company Stockholders a position contemplated by Rule 14d-9 or Rule 14e-2(a) promulgated under the Exchange Act or from making any confidentiality agreements or otherwiserequired disclosure to the Company Stockholders if, in the good faith judgment of the Company Board, after consultation with outside legal counsel, failure so to disclose would be inconsistent with its fiduciary obligations under applicable Law.

No Solicitation. (a) The As of the date hereof, 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 any confidential information that had been provided in any such discussions or negotiations. From and after the date hereof until the earlier to occur of the Acceptance Time or the date of termination of this Agreement in accordance with Article VIII, the Company shall not, nor shall it permit any of its Subsidiaries to, or nor shall it authorize or permit any directorof its officers, officer directors or employee of the Company employees or any of its Subsidiaries or any Affiliate, investment banker, financial advisor, attorney, accountant or other advisor or representative of the Company retained by it or any of its Subsidiaries to, directly or indirectly, (i) solicit, initiate, negotiate initiate or encourageknowingly encourage (including by way of furnishing information which has not been previously publicly disseminated), or take any other action knowingly designed to facilitate, any inquiry or the making of any proposal which constitutes, or may reasonably be expected to lead to, any Takeover Proposal, (ii) enter into any letter of intent, memorandum of understanding, merger agreement or other agreement, arrangement or understanding relating to any Takeover Proposal (as defined belowother than an Acceptable Confidentiality Agreement) or (iiiii) 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, regarding any Takeover Proposal, in each case other than a Takeover Proposal made by Parent; provided, however, that at any time if, prior to obtaining approval the Acceptance Time, following the receipt of a Superior Proposal or a Takeover Proposal that the Company Board determines in good faith is reasonably expected to lead to a Superior Proposal, and the Company Board determines in good faith, after consultation with outside legal counsel, that a failure to take action with respect to such Takeover Proposal would be inconsistent with its fiduciary duties (it being understood that, for all purposes of this Agreement, references to fiduciary duties of the Company's shareholders as contemplated by Section 6.02 hereofCompany Board shall include the duties of individual directors under the MGCL) to the Company and its stockholders under applicable Law, the Board of Directors of the Company may, in response to a bona fide written such Takeover Proposal that such Board of Directors reasonably determines in good faith is reasonably likely Proposal, and subject to result in an Adverse Recommendation Change (as defined below) or, after consultation compliance with its independent financial advisors, constitutes a Superior Proposal (as defined belowSection 6.3(c), and which Takeover Proposal was unsolicited and did not otherwise result from a breach of this Section 6.04, (xA) furnish information with respect to the Company and its Subsidiaries to the person party making such Takeover Proposal (and its representatives) pursuant to a confidentiality agreement with terms (an “Acceptable Confidentiality Agreement”) that contains provisions not more less favorable to such person the Company in all material respects than those contained in the Confidentiality Agreement, ; provided that all such information is provided on Acceptable Confidentiality Agreement need not include a prior comparable standstill provision if the Company (x) waives the standstill provisions of the Confidentiality Agreement in favor of Parent or substantially concurrent basis (y) similarly modifies the standstill provisions of the Confidentiality Agreement applicable to Parent, and (yB) participate engage in discussions or negotiations with the person making such Takeover Proposal (and its representatives) party regarding such Takeover Proposal. It is agreed that any violation of the restrictions set forth in the preceding sentence by any officers, provided directors or employees or any Affiliate, investment banker, financial advisor, attorney, accountant or other Representative of the Company or any of the Company Subsidiaries shall be deemed to be a breach of this Section 6.3(a) by the Company. (b) Except as expressly permitted in this Section 6.3(b), neither the Company Board nor any committee thereof shall (1) withhold, withdraw or modify or qualify, or propose publicly to withhold, withdraw or modify or qualify the Company Recommendation, (2) take any other action or make any other statement in connection with the transactions contemplated by this Agreement inconsistent with the Company Recommendation or (3) approve, determine to be advisable, or recommend, or propose publicly to approve, determine to be advisable, or recommend, any Takeover Proposal ((1), (2) and (3) being referred to as an “Adverse Recommendation Change”). (i) Notwithstanding the foregoing, prior to the Acceptance Time, the Company Board may (in each case, subject to compliance with this Section 6.3(b) and to compliance with Sections 6.3(a) and 6.3(c)) effect an Adverse Recommendation Change and, subject to compliance with Section 8.1(c)(i), terminate this Agreement in order to enter into a binding agreement for a Superior Proposal if: (i) a written Takeover Proposal is or has been made to the Company by a third party and such Takeover Proposal is not withdrawn; (ii) the Company Board concludes in good faith, after consultation with the Company’s outside financial advisors and outside legal counsel, that such Takeover Proposal constitutes a Superior Proposal; (iii) the Company Board concludes in good faith, after consultation with the Company’s outside legal counsel, that the failure to make an Adverse Recommendation Change or terminate this Agreement would be inconsistent with the exercise of its fiduciary duties to the Company shall have delivered to and its stockholders under applicable Laws; (iv) the Company Board provides Parent at least three (3) Business Days’ prior written notice advising Parent that it intends of its intention to participate in take such discussions or negotiations. The Company will immediately cease all existing activitiesaction, discussions and negotiations with any parties conducted heretofore which notice shall include the information with respect to such Superior Proposal that is specified in Section 6.3(c), as well as a copy of such Takeover Proposal; (v) during the three (3) Business Days following such written notice (or such shorter period as is specified below), the Company Board and its Representatives have negotiated in good faith with Parent (to the extent Parent wishes to negotiate) regarding any revisions to the terms of the transactions contemplated hereby proposed by Parent in response to such Superior Proposal; and (vi) at the end of the three (3) Business Day period described in the foregoing clause (v), the Company Board concludes in good faith, after consultation with the Company’s (x) outside legal counsel and financial advisors (and taking into account any adjustment or modification of the terms of this Agreement proposed in writing by Parent), that the Takeover Proposal continues to be a Superior Proposal and (y) outside legal counsel, that the failure to make such Adverse Recommendation Change or terminate this Agreement would be inconsistent with the exercise by the Company Board of its fiduciary duties to the Company and its stockholders under applicable Law. Any material amendment or modification to any Superior Proposal will be deemed to be a new Takeover Proposal for purposes of this Section 6.3; provided, however, that the notice period and the period during which the Company Board and its Representatives are required to negotiate in good faith with Parent regarding any revisions to the terms of this Agreement proposed by Parent in response to such new Takeover Proposal pursuant to clause (v) above shall expire on the later to occur of (x) 48 hours after the Company Board provides written notice of such new Takeover Proposal to Parent and (y) the end of the original three (3) Business Day period described in clause (v) above. Nothing in this Section 6.3(b) shall permit the Company, prior to termination of this Agreement, to enter into any letter of intent, memorandum of understanding, merger agreement or other agreement, arrangement or understanding relating to any Takeover Proposal and request the return of all confidential information regarding or Superior Proposal (other than an Acceptable Confidentiality Agreement). Unless this Agreement has been terminated in accordance with Section 7.1, the Company and ELF provided Board may not submit to the vote of its stockholders any such parties Takeover Proposal other than the transactions contemplated by this Agreement. (ii) Nothing in this Agreement shall prohibit or restrict the Company Board, in circumstances not involving or relating to a Takeover Proposal, from effecting an Adverse Recommendation Change in response to material events or changes arising after the date hereof that were not known or reasonably foreseeable to the Company as of or prior to the date hereof pursuant (an “Intervening Event”) if (and only if) (A) the Company Board concludes in good faith, after consultation with the Company’s outside legal counsel, that the failure to take such action would be inconsistent with the exercise of its fiduciary duties to the Company and its stockholders under applicable Laws; (B) the Company Board provides Parent at least three (3) Business Days’ prior written notice of its intention to take such action, which notice shall include a reasonably detailed description of the Intervening Event; (C) during the three (3) Business Days following such written notice (or such shorter period as is specified below), the Company Board and its Representatives have negotiated in good faith with Parent (to the extent Parent wishes to negotiate) regarding any revisions to the terms of the transactions contemplated hereby proposed by Parent in response to such Intervening Event; and (D) at the end of the three (3) Business Day period described in the foregoing clause (C), the Company Board concludes in good faith, after consultation with the Company’s outside legal counsel, that the failure to make such Adverse Recommendation Change would be inconsistent with the exercise by the Company Board of its fiduciary duties to the Company and its stockholders under applicable Law. Any material changes to an Intervening Event will be deemed to be a new Intervening Event for purposes of this Section 6.3; provided, however, that the notice period and the period during which the Company Board and its Representatives are required to negotiate in good faith with Parent regarding any confidentiality agreements revisions to the terms of this Agreement proposed by Parent in response to such new Intervening Event pursuant to clause (C) above shall expire on the later to occur of (x) 48 hours after the Company Board provides written notice of such new Intervening Event to Parent and (y) the end of the original three (3) Business Day period described in clause (C) above. (c) In addition to the obligations of the Company set forth in Sections 6.3(a) and 6.3(b), the Company shall promptly, and in any event no later than 24-hours after it receives any Takeover Proposal, advise Parent orally and in writing of any request for confidential information in connection with a Takeover Proposal or otherwiseof any Takeover Proposal, the material terms and conditions of such request or Takeover Proposal and the identity of the Person making such request or Takeover Proposal and shall keep Parent promptly advised of all changes to the material terms of any Takeover Proposal. The Company shall, promptly and in any event within 24 hours, provide to Parent any non-public information concerning the Company and the Company Subsidiaries that the Company provides (including through its Representatives) to any third Person in connection with any Takeover Proposal after the date hereof that was not previously provided to Parent. (d) Nothing contained in this Section 6.3 or Section 6.4 shall prohibit the Company Board from (i) taking and disclosing to their stockholders a position contemplated by Rule 14e-2(a) promulgated under the Exchange Act or making a statement contemplated by Item 1012(a) of Regulation M-A or Rule 14d-9 promulgated under the Exchange Act or (ii) making any disclosure to their stockholders if the Company Board determines in good faith, after consultation with the Company’s outside counsel, that the failure to make such disclosure would reasonably be likely to be inconsistent with applicable Law. (e) For purposes of this Agreement:

No Solicitation. (a) The Each of the Company and Parent immediately shall notcease and cause to be terminated all existing discussions or negotiations with any Persons conducted heretofore with respect to, or that could reasonably be expected to lead to, any Takeover Proposal. From the date hereof until the Effective Time or earlier termination of this Agreement, neither Parent nor the Company shall, nor shall it either permit any of its Subsidiaries to, or nor shall either authorize or permit any director, officer or employee of the Company its or any of its Subsidiaries or any investment bankerSubsidiaries' officers, attorneydirectors, accountant or other advisor or representative of the Company or any of its Subsidiaries employees, authorized representatives and authorized agents to, directly or indirectly, (i) solicit, initiate, negotiate initiate or encourage, or take any other action knowingly to facilitate, encourage the submission of any Takeover Proposal (as defined below) or Proposal, (ii) enter into, continue into any agreement with respect to a Takeover Proposal or otherwise (iii) participate in any discussions or negotiations regarding, or furnish to any person Person any information with respect to, or otherwise cooperate in take any way withother action to facilitate any inquiries or the making of, any proposal that constitutes, or that could reasonably be expected to lead to, any Takeover Proposal; PROVIDED, in each case other than a Takeover Proposal made by Parent; provided, howeverHOWEVER, that if, at any time prior to obtaining approval of the Company's shareholders as contemplated by Section 6.02 hereofEffective Time, the Board of Directors of the Company mayor Parent, as the case may be, determines in good faith, after consultation with outside counsel, that its fiduciary obligations to its respective stockholders under applicable Laws so require, the Company or Parent, as the case may be, in response to a bona fide written Takeover Proposal that such Board of Directors reasonably determines in good faith is reasonably likely which was not solicited subsequent 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 a breach of this Section 6.04the date hereof, (xA) may furnish to any Person information with respect to the Company and its Subsidiaries or Parent, as the case may be, pursuant to the person making a customary confidentiality agreement, (B) may participate in negotiations regarding 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 substantially concurrent basis to Parent, and (yC) participate subject to full compliance with this SECTION 7.3 and SECTION 8.2, may recommend a Superior Proposal to its stockholders. (b) Each of the Company and Parent shall immediately advise the other party orally and in discussions or negotiations with the person making such writing of any Takeover Proposal (and its representatives) regarding such Takeover Proposal, provided that the Company shall have delivered to Parent prior written notice advising Parent that it intends to participate in such discussions or negotiations. The Company will immediately cease all existing activities, discussions and negotiations with any parties conducted heretofore request for information with respect to any Takeover Proposal, the material terms and conditions of such request or Takeover Proposal and the identity of the Person making such request the return or Takeover Proposal. Each of all confidential information regarding the Company and ELF provided Parent will keep the other party fully and promptly informed of the status and details (including amendments or proposed amendments) of any such request or Takeover Proposal. (c) Except as set forth in this SECTION 7.3, neither the Board of Directors of the Company or Parent, as the case may be, nor any committee thereof shall (i) withdraw or modify, or propose publicly to withdraw or modify, in a manner adverse to the other party, the approval or recommendation by such Board of Directors or such committee of the Merger, this Agreement or the Share Issuance, (ii) approve or recommend, or propose publicly to approve or recommend, any Takeover Proposal or (iii) cause the Company or Parent, as the case may be, to enter into any letter of intent, agreement in principle, acquisition agreement or other similar agreement related to any such parties prior Takeover Proposal. Notwithstanding the foregoing, but subject to compliance with SECTION 8.2, in the event that the Board of Directors of the Company or Parent, as the case may be, has fully complied with this SECTION 7.3 and determines that a Superior Proposal exists, the Board of Directors of the Company or Parent, as the case may be, to the date hereof pursuant extent required by the fiduciary obligations thereof, as determined in the good faith judgment of such Board of Directors based on the advice of outside counsel, may withdraw or modify its approval or recommendation of the Merger, this Agreement or the Share Issuance; PROVIDED, HOWEVER, that nothing contained herein (including any such withdrawal or modification of such approval or recommendation) shall release or otherwise affect (A) the Company's obligation under SECTION 8.2(A) to call and hold the Company Stockholders' Meeting and submit the Merger and this Agreement to the terms stockholders of the Company for their approval or (B) Parent's obligation under SECTION 8.2(B) to call and hold the Parent Stockholders' Meeting and submit the Share Issuance to the stockholders of Parent for their approval. (d) Nothing contained in this SECTION 7.3 shall prohibit the Company or Parent from taking and disclosing to its respective stockholders a position contemplated by Rules 14d-9 or 14e-2 promulgated under the Exchange Act or from making any confidentiality agreements disclosure to its respective stockholders if, in the good faith judgment of its Board of Directors, after consultation with outside counsel, such disclosure is required by its fiduciary duties to its respective stockholders under applicable Law or otherwiseis otherwise required under applicable Law.

No Solicitation. (a) From and after the execution of this Agreement and for the remainder of the Pre-Closing Period, the Company shall, and shall cause the Company Subsidiaries and their respective Representatives, and shall instruct (and use its reasonable best efforts to cause) its Representatives to, immediately cease and cause to be terminated any solicitation, encouragement, discussions or negotiations that may be ongoing with any Person or its Representatives with respect to an Acquisition Proposal, and shall promptly request the prompt return or destruction of all confidential information previously furnished in connection therewith and immediately terminate all physical and electronic data room access previously granted to any such Person or its Representatives. The Company and the Company Subsidiaries shall notnot modify, nor shall it permit amend, terminate, waive, release or fail to enforce any provisions of its Subsidiaries to, any confidentiality agreement or authorize any standstill provisions of any confidentiality agreement (or permit any director, officer or employee of similar provisions in any agreement) to which the Company or any of its the Company Subsidiaries or any investment bankeris a party relating to an Acquisition Proposal; provided that, attorneynotwithstanding anything in this Agreement to the contrary, accountant or other advisor or representative prior to the Company’s receipt of the Company Stockholder Approvals, the Company and the Company Subsidiaries shall be permitted to modify, amend, terminate, waive, release or fail to enforce any provisions of any such confidentiality agreement or standstill provisions (or similar or related provisions or agreement), if the Board (acting upon the recommendation of the Special Committee) or the Special Committee shall have determined (after consultation with its outside legal counsel) that the failure to take such action is reasonably likely to be inconsistent with the applicable directors’ fiduciary duties under applicable Law. (b) Except as permitted by this Section 7.04, during the Pre-Closing Period, the Company agrees that neither it nor any Company Subsidiary or any of its Subsidiaries to, directly or indirectly, their respective Representatives will (i) solicit, initiate, negotiate knowingly encourage or encourage, knowingly facilitate any inquiries with respect to or take any other action knowingly which would reasonably be expected to facilitatelead to the submission of, any Takeover Proposal (as defined below) or Acquisition Proposal, (ii) enter intoengage in, continue or otherwise participate in any discussions or negotiations regarding, or furnish to any person Person any non-public information in connection with, any Acquisition Proposal, except to notify such Person of the existence of this Section 7.04(b), (iii) except for an Acceptable Confidentiality Agreement, enter into any letter of intent, memorandum of understanding, agreement in principle, acquisition agreement, merger agreement or similar agreement relating to any Acquisition Proposal or that would require the Company to abandon, terminate or fail to consummate the Merger (each, an “Acquisition Agreement”), (iv) approve, endorse or recommend any proposal that constitutes, or would reasonably be expected to lead to an Acquisition Proposal or (v) resolve or agree to do any of the foregoing; provided that, if, prior to the earlier to occur of the termination of this Agreement pursuant to Article IX and the Company’s receipt of the Company Stockholder Approvals, the Company receives an Acquisition Proposal that did not result from a material breach of this Section 7.04 and the Board (acting upon the recommendation of the Special Committee) or the Special Committee determines in good faith (after consultation with respect its outside legal counsel and financial advisors) that such Acquisition Proposal is, or could reasonably be expected to result in, a Superior Proposal and a failure to take the actions contemplated by the following clauses (A) or (B) would be reasonably likely to be inconsistent with the applicable directors’ fiduciary duties under applicable Law, the Company and the Company Subsidiaries and their respective Representatives may, prior to the Company’s receipt of the Company Stockholder Approvals, (A) engage in discussions or negotiations regarding such Acquisition Proposal (or contact such Person to clarify the terms and conditions thereof and otherwise facilitate such Acquisition Proposal or assist such Person and such Person’s Representatives and financing sources) and (B) furnish information to, or otherwise cooperate in afford access to the business, properties, assets, books, records or personnel, of the Company or any way with, any Takeover ProposalCompany Subsidiary, in each case other than a Takeover case, with the Person making or renewing such Acquisition Proposal made by Parentand its Representatives, so long as the Company and such Person have executed an Acceptable Confidentiality Agreement; provided, however, that at (x) any such information or access has previously been made available to the Merger Corporation or shall be made available to the Merger Corporation prior to, or substantially concurrently with, the time prior such information is made available to obtaining approval such Person and (y) any competitively sensitive information or data provided to any such Person who is, or whose Affiliates include, a direct competitor, supplier or customer of the Company or any Company Subsidiary will be provided in a separate “clean data room” and subject to customary “clean team” arrangements regarding access to such information or data, as reasonably determined by the Company and the Special Committee, each with advice from its outside legal counsel. (c) From and after the date of this Agreement until the termination of this Agreement pursuant to Article IX, the Company shall promptly (and, in any event, within 24 hours) after receipt of any Acquisition Proposal, notify the Merger Corporation of the material terms of such Acquisition Proposal received by the Company's shareholders as contemplated , any Company Subsidiary or any of their respective Affiliates, and the identity of the Person or “group” making such Acquisition Proposal and shall provide the Merger Corporation with unredacted copies of any written requests, proposals or offers, including proposed agreements, and the material terms and conditions of any proposals or offers (or where no such copies are available, a reasonably detailed written description thereof). From and after the date of this Agreement until the termination of this Agreement pursuant to Article IX, the Company shall, and shall cause the Company Subsidiaries and their respective Affiliates to, keep the Merger Corporation reasonably informed of the status and terms of, and material changes in, any such Acquisition Proposal. Prior to the Company’s receipt of the Company Stockholder Approvals, the Company shall promptly (and, in any event, within 24 hours), following a determination by the Board (acting upon the recommendation of the Special Committee) or the Special Committee that an Acquisition Proposal is a Superior Proposal to the extent the Board or the Special Committee is permitted to do so pursuant to this Section 6.02 hereof7.04, notify the Merger Corporation of such determination in writing (and, for the avoidance of doubt, following the Company’s receipt of the Company Stockholder Approvals, the Company, the Board and the Special Committee shall have no right to make such a determination). (d) Except as permitted by this Section 7.04, the Board and each committee of Directors the Board (including the Special Committee) shall not, and shall not publicly propose to: (i) (A) withdraw or adversely qualify (or modify or amend in a manner adverse to the Merger Corporation) the Board Recommendation or the Special Committee Recommendation; (B) authorize, approve, adopt or recommend, or declare the advisability of, any Acquisition Proposal; or (C) take any action or make any recommendation or public statement in connection with any Acquisition Proposal that is a tender offer or exchange offer other than an unequivocal recommendation against such offer or a temporary “stop, look and listen” communication by the Board or the Special Committee of the type contemplated by Rule 14d-9(f) under the Exchange Act in which the Board, the Special Committee or the Company indicates that the Board Recommendation or the Special Committee Recommendation, as applicable, has not changed (any of the foregoing actions, an “Adverse Recommendation Change”), or (ii) cause or permit the Company or any of the Company maySubsidiaries to enter into any Acquisition Agreement or otherwise resolve or agree to do so. (e) Notwithstanding anything in this Agreement to the contrary, until the earlier to occur of the termination of this Agreement pursuant to Article IX and the Company’s receipt of the Company Stockholder Approvals, if in response to an Acquisition Proposal made after the date of this Agreement that has not been withdrawn and that did not result from a bona fide written Takeover Proposal that such material breach of this Section 7.04, the Board (acting upon the recommendation of Directors reasonably the Special Committee) or the Special Committee determines in good faith is reasonably likely to result (in an Adverse Recommendation Change (as defined below) oreach case, after consultation with its independent outside legal counsel and financial advisors) that such Acquisition Proposal is a Superior Proposal, then (i) the Board (acting upon the recommendation of the Special Committee) or the Special Committee may make an Adverse Recommendation Change or (ii) only in the case of such a determination by the Board (acting upon the recommendation of the Special Committee) or the Special Committee, the Company may terminate this Agreement pursuant to Section 9.01(e)(i) in order to enter into an Acquisition Agreement with respect to such Superior Proposal; provided, however, that the Company shall not terminate this Agreement pursuant to Section 9.01(e)(i) unless the Company prior to, or concurrently with, such termination, pays, or causes to be paid, to the Merger Corporation the Company Termination Fee. (f) Prior to effecting an Adverse Recommendation Change to the extent permitted by Section 7.04(e) with respect to a Superior Proposal or terminating this Agreement pursuant to Section 9.01(e)(i) in order to enter into an Acquisition Agreement with respect to a Superior Proposal to the extent permitted by Section 7.04(e) and Section 9.01(e)(i), (i) the Company shall notify the Merger Corporation in writing that the Board or the Special Committee intends to effect an Adverse Recommendation Change or terminate this Agreement pursuant to Section 9.01(e)(i), as applicable, (ii) the Company shall provide the Merger Corporation a summary of the material terms and conditions of such Superior Proposal (including the consideration offered therein and the identity of the Person or “group” making the Superior Proposal) and an unredacted copy of the Acquisition Agreement, (iii) if requested to do so by the Merger Corporation, for a period of four Business Days following delivery of such notice, the Company shall discuss and negotiate in good faith, and shall make its Representatives available to discuss and negotiate, with the Merger Corporation and its Representatives, any proposed modifications to the terms and conditions of this Agreement in such a manner that would obviate the need to effect an Adverse Recommendation Change or terminate this Agreement pursuant to Section 9.01(e)(i), as applicable, and (iv) no earlier than the end of such four Business Day period, the Board (acting upon the recommendation of the Special Committee) or the Special Committee shall determine in good faith, after considering the terms of any proposed amendment or modification to this Agreement proposed by the Merger Corporation during such four Business Day period and in consultation with its outside legal counsel and financial advisors, that such Superior Proposal still constitutes a Superior Proposal (it being understood and agreed that any material changes to the financial or other material terms of a proposal that was previously the subject of a notice hereunder shall require a second notice to the Merger Corporation as defined below)provided above, and which Takeover Proposal was unsolicited and did not otherwise result from a breach of this Section 6.04, (x) furnish information but with respect to such second notice, references herein to a “four Business Day period” shall be deemed references to a “two Business Day period”; provided that such new notice shall in no event shorten the original four Business Day period). (g) Notwithstanding anything in this Agreement to the contrary, until the earlier to occur of the termination of this Agreement pursuant to Article IX and the Company’s receipt of the Company and its Subsidiaries Stockholder Approvals, but subject to the person making such Takeover Proposal Company’s and the Board’s and the Special Committee’s compliance with Section 7.04(h), the Board (and acting upon the recommendation of the Special Committee) or the Special Committee may make an Adverse Recommendation Change in response to an Intervening Event if the Board (upon the recommendation of the Special Committee) or the Special Committee determines in good faith (after consultation with its representativesoutside legal counsel) pursuant that the failure to a confidentiality agreement with terms not more favorable effect an Adverse Recommendation Change in response to such person than the Confidentiality Agreement, provided that all such information Intervening Event is provided on a prior or substantially concurrent basis reasonably likely to Parent, and (y) participate in discussions or negotiations be inconsistent with the person making such Takeover Proposal applicable directors’ fiduciary duties under applicable Law. (and its representativesh) regarding such Takeover ProposalPrior to effecting an Adverse Recommendation Change with respect to an Intervening Event, provided that (i) the Company shall have delivered to Parent prior written notice advising Parent notify the Merger Corporation in writing that it intends to participate effect an Adverse Recommendation Change, describing in reasonable detail the reasons for such Adverse Recommendation Change and the material facts and circumstances relating to such Intervening Event, (ii) if requested to do so by the Merger Corporation, for a period of four Business Days following delivery of such notice, the Company shall discuss and negotiate in good faith, and shall make its Representatives available to discuss and negotiate, with the Merger Corporation’s Representatives any proposed modifications to the terms and conditions of this Agreement in such discussions a manner that would obviate the need to effect such Adverse Recommendation Change and (iii) no earlier than the end of such four Business Day period, the Board (acting upon the recommendation of the Special Committee) or negotiations. The Company will immediately cease all existing activitiesthe Special Committee shall determine, discussions and negotiations with any parties conducted heretofore with respect to any Takeover Proposal and request the return of all confidential information regarding the Company and ELF provided to any such parties prior to the date hereof pursuant to after considering the terms of any confidentiality agreements proposed amendment or otherwisemodification to this Agreement agreed upon by the Merger Corporation during such four Business Day period and in consultation with its outside legal counsel, that the failure to effect an Adverse Recommendation Change would still be reasonably likely to be inconsistent with the applicable directors’ fiduciary duties under applicable Law. (i) Nothing contained in this Agreement shall prevent the Company or the Board (acting upon the recommendation of the Special Committee) or the Special Committee from (i) issuing a “stop, look and listen” communication pursuant to Rule 14d-9(f) under the Exchange Act or (ii) making a statement contemplated by Item 1012(a) of Regulation M-A under the Exchange Act or otherwise complying with Rule 14d-9 and Rule 14e-2 under the Exchange Act with respect to an Acquisition Proposal. For the avoidance of doubt, a factually accurate public statement that only describes the Company’s receipt of an Acquisition Proposal and the operation of this Agreement with respect thereto shall not be deemed an Adverse Recommendation Change. (j) For purposes of this Agreement:

No Solicitation. (a) The Company shall not, nor and shall it permit any of its Subsidiaries to, or ---------------- not authorize or permit any directorofficer, officer director or employee of the Company or any of its Subsidiaries of, or any investment banker, attorney, accountant attorney or other advisor or representative of (collectively, "Representatives") of, the Company or any of its Subsidiaries to, directly or indirectly, (i) directly or indirectly solicit, initiate, negotiate ---------------- initiate or encourage, or take any other action knowingly to facilitateencourage the submission of, any Company Takeover Proposal (as defined below) or in Section 5.02(e)), (ii) except in connection with a termination of this Agreement pursuant to Section 8.01(e), enter into, continue into any agreement with respect to any Company Takeover Proposal or otherwise (iii) directly or indirectly participate in any discussions or negotiations regarding, or furnish to any person any information with respect to, or otherwise cooperate in take any way withother 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, in each case other than a Takeover Proposal made by Parent; provided, -------- however, that at any time prior to obtaining approval the acceptance for payment of shares of Company Common ------- Stock pursuant to the Company's shareholders as contemplated Offer the Company may, to the extent required by Section 6.02 hereof, the Board of Directors fiduciary obligations of the Company mayBoard, as determined in good faith by it after consultation with outside counsel, in response to a bona fide fide, written Company Takeover Proposal made or received after the date of this Agreement that such was not solicited by the Company in breach or deemed breach of this Section 5.02(a) and that did not otherwise result from a breach or deemed breach of this Section 5.02(a) and that the Company 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 Company Proposal (as defined belowin Section 5.02(e)) within a reasonable period of time, and which Takeover Proposal was unsolicited and did not otherwise result from a breach of this subject to compliance with Section 6.045.02(c), (x) furnish information with respect to the Company and its Subsidiaries to the person making such Company Takeover Proposal (and its representatives) Representatives pursuant to a customary confidentiality agreement with terms not more favorable to such person less restrictive of the other party than the Confidentiality Agreement, provided that all such information is provided on a prior or substantially concurrent basis to Parent, Agreement (as defined in Section 6.02) and (y) participate in discussions or negotiations (including solicitation of a revised Company Takeover Proposal) with the such person making such Takeover Proposal (and its representatives) Representatives regarding such any Company Takeover Proposal. Without limiting the foregoing, provided it is agreed that any violation of the Company shall have delivered to Parent prior written notice advising Parent that it intends to participate restrictions set forth in such discussions or negotiations. The Company will immediately cease all existing activities, discussions and negotiations with any parties conducted heretofore with respect to any Takeover Proposal and request the return of all confidential information regarding the Company and ELF provided to any such parties prior to the date hereof pursuant to the terms of any confidentiality agreements or otherwise.preceding

No Solicitation. (a) 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, nor shall it permit any of its Subsidiaries todirectly or indirectly, or authorize directly or permit indirectly through any officer, director, officer or employee of the Company or any of its Subsidiaries or any employee, investment banker, attorney, accountant advisor, representative or other advisor agent (each a “Representative”), as applicable for any or representative all of the Company or any of its Subsidiaries to, directly or indirectly, them (i) solicit, initiateinitiate or knowingly encourage the submission of any inquiry, negotiate proposal or encourageoffer (whether in writing or otherwise) that constitutes, or take 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 other action knowingly of the foregoing inquiries or proposals being referred to facilitate, any Takeover Proposal (herein as defined below) or an “Acquisition Proposal”); (ii) enter into, continue engage in negotiations or otherwise participate in any discussions or negotiations regardingconcerning, or furnish provide any non-public information to any person any information with respect Person relating to, any Acquisition Proposal; or otherwise cooperate in (iii) agree to, approve or recommend any way with, any Takeover Acquisition Proposal, in each case other than a Takeover Proposal made by Parent; provided, however, that if, at any time prior to obtaining approval of after the Company's shareholders as contemplated by Section 6.02 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 mayCompany) by the Trustee to be, in response or to a bona fide written Takeover Proposal that such Board of Directors reasonably determines in good faith is be 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)Proposal, and which Takeover Proposal was unsolicited and did not otherwise result from a breach of this Section 6.04, the ESOP may (x) furnish non-public information with respect about the Company to the Company and its Subsidiaries to the person Person making such Takeover Acquisition Proposal (and its representativesRepresentatives) pursuant to a customary confidentiality agreement with terms not more favorable to materially less restrictive of such person Person than the Confidentiality Agreement, provided that all such information is provided on a prior or substantially concurrent basis to Parent, Agreement and (y) participate in discussions or negotiations with the person Person making such Takeover Acquisition Proposal (and its representativesRepresentatives) regarding such Takeover Acquisition Proposal, ; provided that the Company Trustee shall not take any such action unless the Trustee shall have delivered determined in good faith, after consultation with outside counsel, that the failure to Parent prior written notice advising Parent that it intends take such action would be deemed to participate in such discussions or negotiationsconstitute a breach of its fiduciary duties under applicable Law. The Company will immediately cease all existing activitiesand 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 review 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 negotiations with as promptly as reasonably practicable of any parties conducted heretofore with respect to any Takeover Proposal change in the price, structure or form of the consideration or material terms of and request conditions regarding the return Acquisition Proposal. Each of all confidential information regarding the Company and ELF provided 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 parties prior 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 date hereof pursuant contrary contained herein, (i) nothing in this Section 6.15 shall delay or otherwise affect 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 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 and at or after the time of the receipt of such Acquisition Proposal all of the conditions to the 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 receipt of such Acquisition Proposal or satisfaction of such conditions. In the event that the ESOP determines to accept such Acquisition Proposal, the ESOP shall, on the next succeeding Business Day following the expiration of such seven (7) Business Day period, invoke the procedures set forth in Section 11.1(e), including, without limitation, by providing Purchaser with five (5) Business Days to amend the terms of any confidentiality agreements or otherwiseits offer. In the event that the ESOP determines to reject such Acquisition Proposal, the ESOP shall, on the next succeeding Business Day following the expiration of such seven (7) Business Day period, provide notice to the Person(s) making the Acquisition Proposal of such rejection, and shall cease all negotiations and discussions regarding an Acquisition Proposal with such Person(s).

No Solicitation. (a) The Company shall not, nor shall it permit directly or indirectly, through any of its Subsidiaries toofficer, or authorize or permit any director, officer employee, representative or employee agent of the Company or any of its Subsidiaries or any investment banker, attorney, accountant or other advisor or representative of the Company or any of its Subsidiaries to, directly or indirectlysubsidiaries, (i) solicit, initiateinitiate or encourage the initiation of any inquiries or proposals regarding any merger, negotiate or encouragesale of substantial assets, or take any other action knowingly to facilitatesale of shares of capital stock (including without limitation by way of a tender offer, any Takeover Proposal (as defined belowbut not in connection with Permitted Acquisitions) or similar transactions involving the Company or any subsidiaries of the Company other than the Merger (any of the foregoing inquiries or proposals being referred to herein as an "Acquisition Proposal"), (ii) enter into, continue engage in negotiations or otherwise participate in any discussions or negotiations regardingconcerning, or furnish provide any nonpublic information to any person any information with respect relating to, any Acquisition Proposal or otherwise cooperate (iii) agree to approve or recommend any Acquisition Proposal. Nothing contained in any way with, any Takeover Proposal, in each case other than a Takeover Proposal made by Parent; provided, however, that at any time prior to obtaining approval of the Company's shareholders as contemplated by this Section 6.02 hereof, 5.2(a) shall prevent the Board of Directors of the Company mayfrom considering, in response negotiating, approving and recommending to the stockholders of the Company, or taking the actions permitted by Section 5.2(c) with respect to, a bona fide written Takeover Acquisition Proposal that such not solicited in violation of this Agreement, provided the Board of Directors reasonably of the Company determines in good faith (upon written advice of independent counsel) that it is reasonably likely required to result do so in an Adverse Recommendation Change order to discharge properly its fiduciary duties. (as defined belowb) orThe Company shall immediately notify Parent after receipt of any Acquisition Proposal, after consultation with its independent financial advisorsor any modification of or amendment to any Acquisition Proposal, constitutes a Superior Proposal (as defined below), and which Takeover Proposal was unsolicited and did not otherwise result from a breach of this Section 6.04, (x) furnish or any request for nonpublic information with respect relating to the Company or any of its subsidiaries in connection with an Acquisition Proposal or for access to the properties, books or records of the Company or any subsidiary by any person or entity that informs the Board of Directors of the Company or such subsidiary that it is considering making, or has made, an Acquisition Proposal. Such notice to Parent shall be made orally and its Subsidiaries in writing, and shall indicate whether the Company is providing or intends to provide the person making such Takeover the Acquisition Proposal with access to information concerning the Company as provided in Section 5.2(c). (c) If the Board of Directors of the Company receives a request for material nonpublic information by a person who makes a bona fide Acquisition Proposal, and its representativesthe Board of Directors determines in good faith and upon the written advice of independent counsel that it is required to cause the Company to act as provided in this Section 5.2(c) pursuant in order to discharge properly the directors' fiduciary duties, then, provided the person making the Acquisition Proposal has executed a confidentiality agreement with terms not more favorable similar to the one then in effect between the Company and Parent, the Company may provide such person than with access to information regarding the Confidentiality Agreement, provided that all such information is provided on a prior or substantially concurrent basis Company. (d) The Company shall immediately cease and cause to Parent, and (y) participate in be terminated any existing discussions or negotiations with the any person making such Takeover Proposal (other than Parent and its representativesAcquisition) regarding such Takeover Proposal, provided that the Company shall have delivered to Parent prior written notice advising Parent that it intends to participate in such discussions or negotiations. The Company will immediately cease all existing activities, discussions and negotiations with any parties conducted heretofore with respect to any Takeover Proposal of the foregoing. The Company agrees not to release any third party from the confidentiality provisions of any confidentiality agreement to which the Company is a party. (e) The Company shall ensure that the officers, directors and request the return employees of all confidential information regarding the Company and ELF provided to its subsidiaries and any such parties prior to investment banker or other advisor or representative retained by the date hereof pursuant to Company are aware of the terms of any confidentiality agreements or otherwiserestrictions described in this Section 5.2.

No Solicitation. (a) The Company agrees that, prior to the Effective Time, it shall not, nor and shall it permit any of its Subsidiaries to, or not authorize or permit any director, officer or employee of the Company Subsidiaries or any of its Subsidiaries or any the Company Subsidiaries' directors, officers, employees, investment bankerbankers, attorney, accountant attorneys or other advisor agents or representative of the Company or any of its Subsidiaries torepresentatives, directly or indirectly, (i) to solicit, initiateinitiate or encourage any inquiries or the making of any proposal or provide any information about the Company or the Company Subsidiaries with respect to any merger, negotiate consolidation or encourageother business combination involving the Company or the Company Subsidiaries or their respective assets or capital stock (a "Takeover Proposal") or negotiate, explore or take otherwise engage in discussions with any person (other action knowingly than Merger Sub or its directors, officers, employees, agents and representatives) with respect to facilitate, any Takeover Proposal (as defined below) or (ii) enter intointo any agreement, continue arrangement or otherwise participate in understanding requiring it to abandon, terminate or fail to consummate the Merger or 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 transactions contemplated by Parentthis Agreement; provided, however, that at any time prior to obtaining approval of the Company's shareholders as contemplated by Section 6.02 hereof, if the Board of Directors of the Company determines in good faith, after consultation with outside counsel, that it is necessary to do so in order to act in a manner consistent with its fiduciary duties to the Company's stockholders under applicable law, 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 any Superior Proposal (as defined below), which proposal was not solicited by it and which Takeover Proposal was unsolicited and did not otherwise result from a breach of this Section 6.045.7, and subject to providing prior written notice of its decision to take such action to Merger Sub and compliance with the other requirements of this Section 5.7, (xi) furnish information with respect to the Company and its the Company Subsidiaries to the any person making such Takeover a Superior Proposal (and its representatives) pursuant to a customary confidentiality agreement with terms not more no less favorable to such person the Company than the Confidentiality Agreement, provided that all such information is provided confidentiality agreement previously entered into by the Company and Merger Sub (as determined in good faith by the Company based on a prior or substantially concurrent basis to Parent, the advice of its outside counsel) and (yii) participate in discussions or negotiations with regarding such Superior Proposal. (b) Except as expressly permitted by this Agreement, neither the Board of Directors of the Company nor any committee thereof shall (i) withdraw or modify, or propose publicly to withdraw or modify, in a manner adverse to Merger Sub, the approval or recommendation by the Board of Directors of the Company or such committee of the Merger or this Agreement, (ii) approve or recommend, or propose publicly to approve or recommend, any Takeover Proposal, or (iii) cause the Company to enter into any Acquisition Agreement. (c) In addition to the obligations of the Company set forth in paragraphs (a) and (b) of this Section 5.7, the Company shall promptly advise Merger Sub orally and in writing of any request for information or any Takeover Proposal, the material terms and conditions of such request or Takeover Proposal (and any amendments or proposed amendments thereto) and the identity of the person making such Takeover Proposal (and its representatives) regarding such request or Takeover Proposal, provided that . (d) Nothing contained in this Section 5.7 shall prohibit the Company from taking and disclosing to its stockholders a position contemplated by Rule 14e-2(a) promulgated under the Exchange Act or from making any disclosure to the Company's stockholders if, in the good faith judgment of the Board of Directors of the Company, after consultation with outside counsel and based as to legal matters on the written advice of the Company's independent legal counsel, failure so to disclose would be inconsistent with its obligations under applicable law; provided, however, that, except as contemplated by clause (b) of this Section 5.7, neither the Company nor the Board of Directors of the Company nor any committee thereof shall have delivered withdraw or modify, or propose publicly to Parent prior written notice advising Parent that it intends to participate in such discussions withdraw or negotiations. The Company will immediately cease all existing activitiesmodify, discussions and negotiations with any parties conducted heretofore its position with respect to any this Agreement or the Merger or approve or recommend, or propose publicly to approve or recommend, a Takeover Proposal and request the return Proposal. (e) For purposes of all confidential information regarding the Company and ELF provided to any such parties prior to the date hereof pursuant to the terms of any confidentiality agreements or otherwise.this Agreement:

No Solicitation. (a) The Company shall not, nor shall it authorize or permit any of its Subsidiaries Company Subsidiary to, or authorize or permit any director, officer or employee of the Company or any of its Subsidiaries Company Subsidiary or any investment banker, financial advisor, attorney, accountant or other advisor advisor, agent or representative (collectively, Representatives) of the Company or any of its Subsidiaries Company Subsidiary to, directly or indirectly, (i) solicit, initiate, negotiate initiate or encourage, or take any other action knowingly to facilitate, facilitate the submission of any Takeover Proposal (as defined below) ), or (ii) enter into, continue or otherwise participate in any discussions or negotiations regarding, or furnish to any person any information with respect toto or take any other action to facilitate any inquiries or the making of any proposal that constitutes, or otherwise cooperate in any way withwould reasonably be expected to lead to, any Takeover ProposalProposal or (iii) make or authorize any statement, recommendation or solicitation in respect of any Takeover Proposal (except as provided in Section 2.2(b)). The Company shall, and shall cause each of the Company Subsidiaries and each Representative of the Company or any Company Subsidiary to, (A) immediately cease and cause to be terminated all discussions or negotiations with any person conducted heretofore with respect to any proposal that constitutes or would reasonably be expected to lead to a Takeover Proposal and (B) request the prompt return or destruction of all confidential information previously furnished to any third party, in each case case, to the extent applicable, in accordance with the terms of any confidentiality, non-disclosure or other than similar agreement to which the Company or Company Subsidiary is a Takeover Proposal made by Parent; providedparty. The Company shall, howeverand shall cause each Company Subsidiary and its and their Representatives to, that enforce (and not release any person from any obligation under) any confidentiality, standstill or similar agreement to which the Company or any Company Subsidiary is a party. Notwithstanding the foregoing, at any time prior to obtaining approval closing of the Company's shareholders as contemplated by Section 6.02 hereofOffers, the Board of Directors of if the Company may, in response to has received a bona fide written Takeover Proposal that such the Company Board of Directors reasonably determines in good faith (after consultation with outside counsel and an independent financial advisor of internationally recognized reputation) is or is reasonably likely to result in an Adverse Recommendation Change (as defined below) or, after consultation with its independent financial advisors, constitutes lead to a Superior Proposal (as defined below), ) and which Takeover Proposal that was unsolicited not solicited by the Company or its Representatives and that did not otherwise result from a breach or a deemed breach of this Section 6.042.2(a), and the Company Board determines in good faith (xby a majority vote of its members after consultation with outside counsel) that the failure to take the following actions would be inconsistent with its fiduciary duties under applicable Law, subject to providing prior written notice of its decision to take such action to Purchaser and compliance with Section 2.2(c), the Company may: (1) furnish information with respect to the Company and its Subsidiaries to the person making such Takeover Proposal (and its representatives) such person’s Representatives pursuant to a confidentiality agreement with terms not more favorable less restrictive (including as to such person standstill provisions) of the other party than the confidentiality agreement dated August 29, 2007 between the Company and Purchaser (the Confidentiality Agreement), provided that all such information not previously provided to Purchaser is provided or made available on a prior or substantially concurrent basis to Parent, Purchaser and (y2) participate in discussions or negotiations with the person making such Takeover Proposal (and its representatives) regarding such Takeover Proposal. Without limiting the foregoing, provided any violation of the restrictions set forth in the preceding sentence by any director, officer, employee or Representative of the Company or any Company Subsidiary, whether or not such person is purporting to act on behalf of the Company or any Company Subsidiary or otherwise, shall be deemed to be a breach of this Section 2.2(a) by the Company. (b) Neither the Company nor the Company Board shall (i) (A) in the event that the Company shall have delivered Board makes the Company Board Recommendation, withdraw or modify, or propose to Parent prior written notice advising Parent that it intends withdraw or modify the Company Board Recommendation or (B) approve or recommend, or propose to participate approve or recommend, any Takeover Proposal (either (A) or (B) being an Adverse Recommendation) or (ii) approve, cause or permit the Company or any Company Subsidiary to enter into any letter of intent, agreement in such discussions principle, acquisition agreement or negotiations. The Company will immediately cease all existing activitiessimilar agreement (each, discussions and negotiations with any parties conducted heretofore with respect an Acquisition Agreement) relating to any Takeover Proposal. Notwithstanding the foregoing, if the Company Board has made the Company Board Recommendation, at any time prior to closing of the Offers, if the Company has received a Takeover Proposal that the Company Board determines in good faith (by a majority vote of its members after consultation with outside counsel) to be a Superior Proposal, and the Company Board determines in good faith (by a majority vote of its members after consultation with outside counsel) that the failure to take the following actions would be inconsistent with its fiduciary duties under applicable Law, the Company Board may: (1) make an Adverse Recommendation and/or (2) terminate this Agreement pursuant to Section 4.1(f); provided, however, that unless such Superior Proposal is in the form of a formal offer filed and cleared in accordance with the General Regulations, such determination shall not be made until after the fifth business day following the receipt by Purchaser of written notice (a Notice of Superior Proposal) from the Company advising Purchaser that the Company Board is prepared to make an Adverse Recommendation in response to a Superior Proposal or to terminate this Agreement in order to accept a Superior Proposal (it being understood and agreed that such notice, by itself, shall not be deemed to be an Adverse Recommendation), specifying the terms and conditions of such Superior Proposal and request identifying the return person making such Superior Proposal (it being understood and agreed that any amendment to the price or any other material term of all confidential information regarding such Superior Proposal shall require a new Notice of Superior Proposal and a new five business day period). In determining whether to make an Adverse Recommendation in response to a Superior Proposal or to terminate this Agreement in order to accept a Superior Proposal, the Company and ELF provided to Board shall consider in good faith any such parties prior to the date hereof pursuant changes to the terms of this Agreement proposed by Purchaser following receipt of such written notice. (c) The Company shall promptly, but in any confidentiality agreements event within 24 hours, advise Purchaser orally and in writing of any Takeover Proposal or otherwiseany inquiry with respect to, or that would reasonably be expected to lead to or contemplates, any Takeover Proposal (including any change to any material terms of any such Takeover Proposal or inquiry) and the identity of the person making any such Takeover Proposal or inquiry. The Company shall (i) keep Purchaser reasonably informed of the status of any such Takeover Proposal or inquiry including conferring on a daily basis in response to Purchaser inquiries and (ii) promptly advise Purchaser of any amendments to any material terms of any such Takeover Proposal or inquiry. The Company shall not take any actions whether contractually or otherwise to limit its ability to comply with its obligations under this subclause (c). (d) Nothing contained in this Agreement shall prohibit the Company from (i) taking and disclosing to its shareholders a position contemplated by Rule 14e-2(a) or Rule 14d-9 promulgated under the Exchange Act, (ii) making any disclosure to the Company’s shareholders if, in the good faith judgment of the Company Board, after consultation with outside counsel, the failure to make any such disclosure would constitute a violation of applicable Law or be inconsistent with its fiduciary duties under applicable Law, or (iii) taking any action required by the General Regulations or the rules of the Nasdaq Stock Market LLC. Nothing in this Agreement shall, or shall be deemed to (i) require the Company to take any action it would not be permitted to take under such applicable law, in the event that a Takeover Proposal is made in the form of a public offer in compliance with the General Regulations or (ii) prevent the taking of any action required under the French Commercial Code, the General Regulations or Recommendation 2003-01 of the Commission des opérations de bourse, directing the Company to provide equal access to the information provided to Purchaser to a third party evidencing serious intent to make a bona fide, offer to acquire the Company or its capital stock. (e) For purposes of this Agreement:

No Solicitation. (a) The Company shall not, nor shall it authorize or permit any of its Subsidiaries toSubsidiaries, or authorize or permit any director, officer or employee of the Company or any of its Subsidiaries their respective officers, directors or employees or any investment banker, financial advisor, attorney, accountant or other advisor or representative of retained by the Company or any of its Subsidiaries toSubsidiaries, directly or indirectlyindirectly through another Person, (i) to solicit, initiate, negotiate initiate or encourageencourage (including by way of furnishing information), or take any other action knowingly designed or reasonably likely to facilitate, the making of a proposal which constitutes, or may reasonably be expected to lead to, any Takeover Proposal (as defined below) 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 cooperate in any way with, regarding any Takeover Proposal, in each case other than a Takeover Proposal made by Parent; provided, however, that if, at any time prior to obtaining approval of the Company's shareholders as contemplated by Section 6.02 hereofStockholder Approval, the Board of Directors of the Company determines in good faith, based on advice of outside counsel, that failure to do so would be reasonably likely to result in a breach of its fiduciary duties under applicable law, the Company may, in response to a bona fide written Takeover Superior 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 that did not otherwise result from a breach of this Section 6.044.2, and subject to providing prior written notice of its decision to take such action to Parent (the "Company Notice") and compliance with Section 4.2(c), (x) furnish information with respect to the Company and its Subsidiaries to the person Person making such Takeover the Superior Proposal (and its representatives) pursuant to a customary and reasonable confidentiality agreement with terms not more no less favorable to such person the Company than the Confidentiality Agreement, provided that all such information is provided on a prior or substantially concurrent basis to Parent, Agreement (as defined below) and (y) participate in discussions or negotiations with the person making regarding such Takeover Proposal (Superior Proposal. The Company and its representativesSubsidiaries, their respective officers, directors and employees and any investment banker, financial advisor, attorney, accountant and other advisor or representative retained by the Company or its Subsidiaries shall immediately cease any existing discussions regarding any Takeover Proposal. (b) regarding Neither the Company, nor the Board of Directors of the Company nor any committee thereof shall withdraw or modify, or propose publicly to withdraw or modify, in a manner adverse to Parent or Sub, the approval or recommendation by such Board of Directors or any such committee of this Agreement or the Merger. Neither the Company, nor the Board of Directors of the Company nor any committee thereof shall (i) cause the Company to enter into any letter of intent, agreement in principle, acquisition agreement or other similar agreement (each, an "Acquisition Agreement") related to any Takeover Proposal, provided that (ii) approve or recommend, or propose publicly to approve or recommend, any Takeover Proposal, (iii) (x) redeem the Rights, (y) waive or amend any provisions of the Rights Agreement or (z) take any action with respect to, or make any determination under, the Rights Agreement, or (iv) waive or fail to enforce the terms of any confidentiality or standstill agreement, in any such case to permit or facilitate a Takeover Proposal. Notwithstanding the foregoing, at any time before the Stockholder Approval, in response to a Superior Proposal which was unsolicited and which did not otherwise result from a breach of this Section 4.2, the Board of Directors of the Company shall have delivered may (subject to Parent prior this sentence and the definition of the term "Superior Proposal") terminate this Agreement and concurrently with such termination cause the Company to enter into a definitive Acquisition Agreement with respect to such Superior Proposal (the determination of whether a proposal is a Superior Proposal to be made after consideration of any modification proposed by Parent), but only (x) at a time that is after the fifth day following Parent's receipt of written notice advising Parent that it intends the Board of Directors of the Company is prepared to participate accept such Superior Proposal, specifying the material terms and conditions of such Superior Proposal (including a copy of any proposed agreement) and identifying the person making such Superior Proposal and (y) after Parent shall have received the Termination Fee and the Expenses. (c) In addition to the obligations of the Company set forth in Section 4.2(a) and Section 4.2(b) hereof, the Company promptly shall advise Parent orally and in writing of any request for information or of any Takeover Proposal, or any inquiry with respect to or which could lead to any Takeover Proposal, the material terms and conditions of such discussions request, Takeover Proposal or negotiationsinquiry, and the identity of the Person making any such request, Takeover Proposal or inquiry. The Company will immediately cease all existing activitieskeep Parent informed on a prompt basis of the status and details (including amendments or proposed amendments) of any such request, discussions and negotiations Takeover Proposal or inquiry. The Company will promptly provide Parent with a copy of any parties conducted heretofore written materials received from any third party with respect to or which could lead to any Takeover Proposal and request the return of all confidential any materials provided to such third party. The Company shall immediately provide Parent with any such information regarding or materials if so requested by Parent. (d) Nothing contained in this Section 4.2 shall prohibit the Company from (x) taking and ELF provided disclosing to its stockholders a position contemplated by Rule 14e-2(a) promulgated under the Exchange Act or (y) making any such parties prior disclosure to the date hereof pursuant Company's stockholders if, in the good faith judgment of the majority of the members of the Board of Directors of the Company, based on advice of outside counsel, failure to so disclose would be inconsistent with its duties under applicable law; provided, subject to Section 4.2(b) that neither the terms Company nor its Board of Directors nor any confidentiality agreements committee thereof shall withdraw or otherwisemodify, or propose publicly to withdraw or modify, its position with respect to this Agreement or the Merger or approve or recommend, or propose publicly to approve or recommend, a Takeover Proposal.

No Solicitation. (a) The Company shall not, nor shall it authorize or permit any of its the Company Subsidiaries to, or authorize or permit any directorof their respective directors, officer officers or employee of the Company or any of its Subsidiaries employees or any investment banker, financial advisor, attorney, accountant or other advisor advisor, agent or representative (collectively, “Representatives”) retained by it or any of the Company Subsidiaries or any of its Subsidiaries Representatives to, directly or indirectlyindirectly through another Person (and it shall instruct, and cause each of the Company Subsidiaries to instruct, each such Representative not to), (i) solicit, initiate, negotiate initiate or encourageknowingly encourage (including by way of furnishing non-public information regarding the Company or any Company Subsidiary), or take any other action knowingly designed to facilitate, any Takeover Proposal (as defined below) or (ii) engage, enter into, continue or otherwise participate in any discussions or negotiations regarding, or furnish to any person Person any information with respect to, or otherwise cooperate with any Person in any way withrelating to, or which would reasonably be likely to lead to, any Takeover Proposal. The Company shall, and shall cause the Company Subsidiaries and the Company Subsidiaries’ Representatives to, immediately cease and cause to be terminated all existing discussions or negotiations with any Person conducted heretofore with respect to any Takeover Proposal. Notwithstanding anything in each case other than a Takeover Proposal made by Parent; providedthis Agreement to the contrary, however, that at any time prior to obtaining approval the receipt of the Company's shareholders as contemplated by Section 6.02 hereof, the Board of Directors of the Company mayStockholder Approval, in response to a bona fide written Takeover Proposal that such the 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 outside counsel and a financial advisors, advisor of nationally recognized reputation) constitutes or could reasonably be expected to lead to a Superior Proposal (as defined below)by such party, and which Takeover Proposal was unsolicited made after the date hereof and did not otherwise result from a breach of this Section 6.046.03, the Company may, subject to compliance with this Section 6.03 with respect to such Takeover Proposal, (x) furnish information with respect to the Company and its the Company Subsidiaries to the person Person making such Takeover Proposal (and its representativesRepresentatives) pursuant to a customary confidentiality agreement with (which need not restrict such Person from making an unsolicited Takeover Proposal) not less restrictive of such Person in terms not more favorable to such person of confidentiality restrictions than the Confidentiality Agreement, provided that all such information is provided on a prior or substantially concurrent basis to Parent, and (y) participate in discussions or negotiations with the person Person making such Takeover Proposal (and its representativesRepresentatives) regarding such Takeover Proposal, provided that the Company shall have delivered to Parent prior written notice advising Parent that it intends to participate in such discussions or negotiations. The Company will immediately cease all existing activities, discussions and negotiations with any parties conducted heretofore with respect to any Takeover Proposal and request the return of all confidential information regarding the Company and ELF provided to any such parties prior to the date hereof pursuant to the terms of any confidentiality agreements or otherwise.

No Solicitation. From the date hereof until the Control Time: (a) The Company shall, and shall cause its subsidiaries and its and their respective officers, trustees, directors, employees, representatives and agents to, immediately cease any discussions or negotiations with any parties that may be ongoing with respect to a Takeover Proposal, and request the return or destruction of all confidential information regarding the Company and its subsidiaries provided to any such persons on or prior to the date of this Agreement pursuant to the terms of any confidentiality agreements or otherwise. The Company shall not, nor and shall it permit any of cause its Subsidiaries tosubsidiaries and its and their respective officers, or authorize or permit any directortrustees, officer or employee of the Company or any of its Subsidiaries or any investment bankerdirectors, attorneyemployees, accountant or other advisor or representative of the Company or any of its Subsidiaries representatives and agents not to, directly or indirectly, (i) solicit, initiate, negotiate initiate or encourageencourage (including by way of furnishing information), or take any other action knowingly designed or reasonably likely to facilitatefacilitate or encourage, any inquiries or the making of any proposal that constitutes, or is reasonably expected to lead to, any Takeover Proposal (as defined below) 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 cooperate in any (including by way with, of furnishing information) regarding any Takeover Proposal, in each case other than a Takeover Proposal made by Parent; provided, however, that if, at any time prior to obtaining approval the Control Date, a majority of the board of trustees of the Company determines in good faith, after consultation with outside counsel and the Company Financial Advisor or other financial advisor of nationally recognized reputation selected by the Company's shareholders as contemplated by Section 6.02 hereof, the Board of Directors of that such Takeover Proposal constitutes or is reasonably likely to result in a Superior Proposal the Company may, in response to a bona fide written such Takeover Proposal that such Board of Directors reasonably determines in good faith is reasonably likely was not solicited subsequent 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)the date hereof, and which Takeover Proposal was unsolicited and did not otherwise result from a breach of subject to compliance with this Section 6.046.2, (x) furnish information with respect to the Company and its Subsidiaries subsidiaries to the person making such Takeover Proposal (and its representatives) pursuant to a confidentiality and standstill agreement with terms not more favorable to such person no less restrictive on the other party than the Confidentiality Agreement, provided that all such information is provided on a prior or substantially concurrent basis to Parent, Agreement and (y) participate in discussions or negotiations regarding such Takeover Proposal. (b) Except as set forth in this Section 6.2, neither the board of trustees of the Company nor any committee thereof shall (i) withdraw or modify, or publicly propose to withdraw or modify, the approval or recommendation by such board of trustees or such committee of the Offer or the Merger of this Agreement, (ii) approve or recommend or take no position with respect to, or publicly propose to approve or recommend or take no position with respect to, any Takeover Proposal or (iii) cause the Company to enter into any agreement related to any Takeover Proposal (other than a confidentiality and standstill agreement with respect to a Takeover Proposal as contemplated by Section 6.2(a)). Notwithstanding the foregoing, if prior to the Control Date the board of trustees of the Company determines in good faith, after consultation with outside counsel and the Company Financial Advisor or other financial advisor of nationally recognized reputation selected by the Company, that such a Takeover Proposal constitutes a Superior Proposal, the board of trustees of the Company may, if such Superior Proposal was not solicited subsequent to the date hereof, (x) withdraw or modify its approval or recommendation of the Offer or the Merger or this Agreement or (y) subject to the provisions of Section 8.1(d) hereof, terminate this Agreement, but in each such case only at a time that is after the fifth business day following delivery of written notice to Parent advising Parent that the board of trustees of the Company has received a Superior Proposal, specifying the material terms and conditions of such Superior Proposal and identifying the person making such Superior Proposal, and only if the Company is in compliance with this Section 6.2. (c) For purposes of this Agreement, “Takeover Proposal” means any inquiry, proposal, offer or expression of interest by any third party relating to a merger, consolidation or other business combination involving the Company or any subsidiary of the Company, or any purchase of more than 20% of the consolidated assets of the Company (including the shares and assets of its subsidiaries) or the Shares or the issuance of any securities (or rights to acquire securities) of the Company or any subsidiary of the Company, or any similar transaction, or any agreement, arrangement or understanding requiring the Company to abandon, terminate or fail to consummate the Merger or any other transaction contemplated by this Agreement. Any material modification of a Takeover Proposal (and its representativesincluding any modification of the economic terms) regarding such shall constitute a new Takeover Proposal. For purposes of this Agreement, provided that a “Superior Proposal” means any bona fide Takeover Proposal for a transaction in which all of the shares or all or substantially all of the assets of the Company shall have delivered would be acquired by a third party, including by merger, consolidation or other business combination on terms that a majority of the board of trustees of the Company determines in good faith (after consultation with outside counsel and the Company Financial Advisor or other financial advisor of nationally recognized reputation selected by the Company) would be more favorable to the Company’s shareholders, from a financial point of view, than the Offer and the Merger (taking into account any changes to the Offer and the Merger proposed by Parent prior written notice advising Parent that it intends in response to participate in the receipt by the Company of such discussions or negotiations. The Company will immediately cease all existing activities, discussions Superior Proposal) and negotiations with any parties conducted heretofore with respect which is not subject to any Takeover Proposal and request material contingency, including any contingency related to financing, unless, the return board of all confidential information regarding trustees of the Company determines in good faith that such contingency is reasonably capable of being satisfied, and ELF provided to any such parties prior to the date hereof pursuant to the terms that is otherwise reasonably capable of any confidentiality agreements or otherwisebeing consummated in a timely fashion.

No Solicitation. (a) The Company shall not, nor shall it permit any of its Subsidiaries to, or authorize or permit any director, officer or employee of the Company or any of its Subsidiaries or any investment banker, attorney, accountant or other advisor or representative of the Company or any of its Subsidiaries their respective Representatives to, directly or indirectly, (i) solicit, initiate, negotiate initiate or knowingly encourage, or take any other action to knowingly to facilitate, the making of any proposal that constitutes or is reasonably likely to lead to a Takeover Proposal (as defined below) or (ii) enter into, continue or otherwise participate in any discussions or negotiations regarding, or furnish to any person Person any confidential information with respect to, or otherwise cooperate in any way withTakeover Proposal. The Company shall, and shall cause its Subsidiaries and direct its Representatives to, immediately cease and cause to be terminated all then existing discussions and negotiations with any Person conducted theretofore with respect to any Takeover Proposal, and shall request the prompt return or destruction of all confidential information previously furnished in each case other than a Takeover Proposal made by Parent; providedconnection therewith. Notwithstanding the foregoing or anything else in this Agreement to the contrary, however, that at any time prior to obtaining approval of the Company's shareholders as contemplated by Section 6.02 hereofCompany Required Vote, in response to an unsolicited bona fide written Takeover Proposal, if 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 faith, (as defined belowx) or, after consultation with its independent financial advisorsadvisors and outside counsel, constitutes that such Takeover Proposal constitutes, or could reasonably be expected to lead to, a Superior Proposal and (as defined belowy) after consultation with its outside counsel, that the failure to take such action would be inconsistent with its fiduciary duties under applicable law, the Company may (and may authorize and permit its Subsidiaries, directors, officers, employees and Representatives to), and which Takeover Proposal was unsolicited and did not otherwise result from a breach of this subject to compliance with Section 6.04, 4.2(c) (xA) furnish information with respect to the Company and its Subsidiaries to the person Person making such Takeover Proposal (and its representativesRepresentatives) pursuant to a customary confidentiality agreement with terms not more favorable containing confidentiality provisions substantially similar to such person than those set forth in the Confidentiality Agreement, provided that all such material, non-public information has previously been provided or made available to Parent or is provided on a to Parent prior to or substantially concurrent basis concurrently with the time it is provided to Parentsuch Person, and (yB) participate in discussions or and negotiations with the person Person making such Takeover Proposal (and its representativesRepresentatives) regarding such Takeover Proposal. (b) Neither the Board of Directors of the Company nor any committee thereof shall (i)(A) withdraw (or modify in a manner adverse to Parent), or publicly propose to withdraw (or modify in a manner adverse to Parent), the approval, recommendation or declaration of advisability by such Board of Directors of the Company or any such committee of this Agreement or the Merger or (B) recommend the approval or adoption of, or approve or adopt, or publicly propose to recommend, approve or adopt, any Takeover Proposal (any action described in this clause (i) being referred to as an "Adverse Recommendation Change") or (ii) approve or recommend, or publicly propose to approve or recommend, or cause or permit the Company or any of its Subsidiaries to execute or enter into, any letter of intent, memorandum of understanding, agreement in principle, merger agreement, acquisition agreement or other similar agreement related to any Takeover Proposal, other than any confidentiality agreement referred to in Section 4.2(a). Notwithstanding the foregoing or anything else in this Agreement to the contrary, at any time prior to obtaining the Company Required Vote, the Board of Directors of the Company or any committee thereof may in connection with any Takeover Proposal, make an Adverse Recommendation Change if, after consultation with its financial advisors and outside counsel, it determines in good faith that the failure to take such action would be inconsistent with its fiduciary duties under applicable law; provided, however, that the Board of Directors of the Company or any committee thereof may only make an Adverse Recommendation change pursuant to Section 4.2(b)(i)(B) or cause the Company to terminate this Agreement pursuant to Section 7.1(d) if the Board of Directors of the Company or any committee thereof first determines in good faith after consultation with its financial advisors and outside counsel that such Takeover Proposal constitutes a Superior Proposal; and further provided that the Board of Directors of the Company or any committee thereof shall have not make an Adverse Recommendation Change until after the third Business Day following Parent's receipt of written notice (a "Notice of Adverse Recommendation Change") from the Company advising Parent that the Board of Directors of the Company intends to take such action and specifying the reasons therefor, including the material terms and conditions of any Superior Proposal that is the basis of the proposed action by such Board of Directors of the Company or any committee thereof (it being understood and agreed that (I) any material amendment to the financial terms of such Superior Proposal shall require a new Notice of Adverse Recommendation Change and a new three (3) Business Day period, (II) in determining whether to make an Adverse Recommendation Change, the Board of Directors of the Company or any committee thereof shall take into account any changes to the financial terms of this Agreement proposed by Parent to the Company in response to a Notice of Adverse Recommendation Change or otherwise, and (III) no Notice of Adverse Recommendation Change shall be delivered to Parent without providing Parent with forty-eight (48) hours prior notice thereof, during which period Parent may deliver a written notice advising presentation to the Board of Directors of the Company containing the analysis of Parent and its financial advisors and outside counsel of such Takeover Proposal). No Adverse Recommendation Change shall change the approval of the Board of Directors of the Company for purposes of causing any share takeover statute to be inapplicable to the transactions contemplated by this Agreement. (c) In addition to the obligations of the Company set forth in Section 4.2(a) and Section 4.2(b), the Company shall (i) promptly advise Parent orally and in writing of the receipt of any bona fide Takeover Proposal or any request for information or other inquiry that it intends the Company reasonably believes could lead to participate any Takeover Proposal in each case after the date of this Agreement and (ii) provide the material terms and conditions of any such discussions Takeover Proposal or negotiationsother inquiry (unless such Takeover Proposal is in written form, in which case the Company shall give Parent a copy of all written materials comprising or relating thereto) and the identity of the Person making any such Takeover Proposal promptly (but in any event within 24 hours thereof). The Company will immediately cease all existing activities, discussions and negotiations with shall keep Parent reasonably informed of any parties conducted heretofore material developments with respect to any such Takeover Proposal, request for information or other inquiry (including any material changes thereto). (d) Nothing contained in this Section 4.2 or elsewhere in this Agreement shall prohibit the Company from (i) taking and disclosing to its stockholders a position contemplated by Rule 14d-9 or Rule 14e-2(a) or Item 1012(a) of Regulation M-A promulgated under the Exchange Act or (ii) making any disclosure to its stockholders if the Board of Directors of the Company or any committee thereof determines in good faith (after consultation with its outside counsel) that the failure to take such action would be inconsistent with its fiduciary duties under applicable law, it being understood, however, that this clause (ii) shall not be deemed to permit the Board of Directors of the Company to make an Adverse Recommendation Change or take any of the actions referred to in clause (ii) of Section 4.2(b) except, in each case, to the extent permitted by Section 4.2(b). (e) Notwithstanding anything in this Agreement to the contrary, the Company's Board of Directors or any committee thereof shall be permitted, at any time prior to obtaining the Company Required Vote, other than in connection with a Takeover Proposal, to make an Adverse Recommendation Change, but only if prior to taking any such action, the Board of Directors of the Company (or any committee thereof) determines in good faith (after consultation with outside legal counsel) that failure to take such action would be inconsistent with its fiduciary duties under applicable law and the Company has given three (3) Business Day advance notice to Parent that the Company intends to take such action. (f) Notwithstanding anything in this Agreement to the contrary, any factually accurate public statement by the Company that describes the Company's receipt of a Takeover Proposal and request the return operation of all confidential information regarding this Agreement with respect thereto, shall not be deemed to be a recommendation of such Takeover Proposal or the Company withdrawal, amendment or modification of the recommendation of the Company's Board of Directors in favor of the adoption of this Agreement and ELF provided the Merger; provided, however, that no such statement shall be issued without prior notice to any Parent and only when such parties prior statement is required to be issued under applicable law (in the date hereof good faith judgment of the Company’s Board of Directors in consultation with its legal counsel). (g) Any action pursuant to this Section 4.2(a), (b), (c), (d), (e), (f) shall not constitute a breach of the terms of any confidentiality Company's representations, warranties, covenants or agreements or otherwisecontained in this Agreement.

No Solicitation. (a) The Company shall not, nor shall it permit any of its Subsidiaries to, or authorize or permit any director, officer or employee of the Company or any of its Subsidiaries or any investment bankerofficer, attorneydirector, accountant employee, accountant, counsel, financial advisor, agent or other advisor or representative of the Company or any of its Subsidiaries (collectively, the "COMPANY REPRESENTATIVES") to, directly or indirectly, (i) directly or indirectly solicit, initiate, negotiate or encourage, or take any other action knowingly to facilitate, encourage any Takeover Proposal (as defined below) or Proposal, (ii) enter into, continue directly or otherwise indirectly participate in any discussions or negotiations regardingwith, or furnish any non-public information or data relating to any person any information with respect the Company or its Subsidiaries to, any Third Party in connection with any Takeover Proposal or otherwise cooperate in knowingly take any way withother action to facilitate any other inquiries or the making of any proposal that constitutes, or that reasonably may be expected to lead to, any Takeover Proposal, in each case other than a or (iii) except as permitted by Section 4.3(b) below, enter into any agreement with respect to any Takeover Proposal made by Parentor approve or resolve to approve any Takeover Proposal; provided, however, that at any time prior that, subject to obtaining approval compliance with Section 4.3(b), nothing contained in this Section 4.3(a) shall prohibit the Company or its Board of Directors from (A) taking and disclosing to the Company's shareholders as contemplated stockholders a position with respect to a tender or exchange offer by Section 6.02 hereofa Third Party pursuant to Rules 14d-9 and 14e-2 promulgated under the Exchange Act or (B) making such disclosure to the Company's stockholders as, in the Board of Directors good faith judgment 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) orBoard, after consultation with its independent financial advisorsreceiving advice from outside counsel, constitutes a Superior Proposal (as defined below)is required under applicable Laws and Regulations. Upon execution of this Agreement, the Company shall, and which Takeover Proposal was unsolicited and did not otherwise result from a breach of this Section 6.04, (x) furnish information with respect to it shall cause 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 AgreementRepresentatives to, provided that all such information is provided on a prior or substantially concurrent basis to Parent, and (y) participate in discussions or negotiations with the person making such Takeover Proposal (and its representatives) regarding such Takeover Proposal, provided that the Company shall have delivered to Parent prior written notice advising Parent that it intends to participate in such discussions or negotiations. The Company will immediately cease all any existing activities, discussions and or negotiations with any parties conducted heretofore with respect to any Takeover Proposal. Without limiting the foregoing, it is agreed that any violation of the restrictions set forth in the preceding two sentences by any Company Representative, whether or not such person is purporting to act on behalf of the Company or any Company Subsidiary or otherwise, shall be deemed to be a breach of this Section 4.3(a) by the Company. Notwithstanding the foregoing, prior to the Approval Date, the Company may, in response to an unsolicited Takeover Proposal received by the Company which did not result from a breach of Section 4.3 and request which the return of all confidential Company Board determines in good faith, after consultation with outside counsel and financial advisors, is or may reasonably lead to a Superior Proposal, furnish information regarding concerning its business, properties or assets to any Third Party making such Takeover Proposal, and may negotiate and participate in discussions and negotiations with such Third Party concerning a Takeover Proposal if such Third Party has submitted a Superior Proposal that is pending at the time the Company determines to take such action if, and only to the extent that and so long as, (A) the Company and ELF its Subsidiaries are otherwise in compliance with Section 4.3 (including, prior to furnishing such information to, or entering into discussions or negotiations with, such Third Party, by providing written notice to Parent to the effect that it is furnishing information to, or entering into discussions or negotiations with, such Third Party), (B) prior to furnishing such information to such Third Party, the Company receives from such Third Party an executed confidentiality agreement with terms substantially similar to and no less favorable to the Company than those contained in the Confidentiality Agreement, and (C) in accordance with the following sentences, the Company keeps Parent informed, on a current basis, of the status and details of any such discussions or negotiations as provided above. The Company will promptly (and in any event within two Business Days) notify Parent in writing, of the existence of any proposal, discussion, negotiation or inquiry received by the Company with respect to any Takeover Proposal, and the Company's response thereto, and the Company will promptly communicate to Parent the material terms and conditions of any proposal, discussion, negotiation or inquiry that it may receive and the identity of the Third Party making such proposal or inquiring or engaging in such discussions or negotiations. The Company will keep Parent reasonably informed of the status and details of any such Takeover Proposal and any amendments or revisions thereto. The Company shall promptly provide to Parent any non-public information concerning the Company or any Company Subsidiary that is provided to any the Third Party making such parties prior Takeover Proposal or its representatives which was not previously provided to Parent. As used in this Agreement, the date hereof pursuant to following terms have the terms of any confidentiality agreements or otherwise.meanings set forth below: