Common use of Acquisition Proposals Clause in Contracts

Acquisition Proposals. Except as otherwise provided in this Section 5.10, Seller agrees that neither it nor any of its Subsidiaries nor any of their respective directors, officers or employees shall, and that it shall direct its Subsidiaries and its and its Subsidiaries’ agents and representatives and use its best efforts to cause its and its Subsidiaries’ agents and representatives (including any investment banker, attorney or accountant retained by it or any of its Subsidiaries) not to, directly or indirectly, initiate, solicit or encourage any inquiries or the making of any proposal or offer with respect to a merger, reorganization (including an Alternate Plan), share exchange, consolidation or similar transaction involving (directly or indirectly), or any purchase (directly or though a proposed investment in Equity Securities, debt securities or claims of creditors) of 10% or more of the Transferred Assets Related to the Business or of the outstanding Equity Securities of Seller or any of its Affiliates directly or indirectly owning Assets Related to the Business (any such proposal or offer being hereinafter referred to as an “Acquisition Proposal” and any such transaction, an “Acquisition”); provided, however, that the foregoing shall not restrict Seller from renewing the “exit financing” of the Debtors on substantially the same terms as in effect as of March 31, 2005. Seller further agrees that neither it nor any of its Subsidiaries nor any of their respective directors, officers or employees shall, and that it shall direct its Subsidiaries and its and its Subsidiaries’ agents and representatives and use its best efforts to cause its and its Subsidiaries’ agents and representatives (including any investment banker, attorney or accountant retained by it or any of its Subsidiaries) not to, directly or indirectly, engage in any negotiations concerning, or provide any confidential information or data to or have any discussions with any Person relating to, an Acquisition Proposal, or otherwise facilitate any effort or attempt to make or implement an Acquisition Proposal. Seller agrees that it will take the necessary steps to promptly inform the Persons referred to in the first sentence of this Section 5.10 of the obligations undertaken in this Section 5.10 and to cause them to cease immediately any current activities that are inconsistent with this Section 5.10. Notwithstanding the foregoing, nothing contained in this Agreement shall prevent Seller or its board of directors (the “Board”) from:

Acquisition Proposals. Except as otherwise provided (a) From the date hereof until the Closing Date or, if earlier, the date on which this Agreement is terminated in this accordance with Section 5.1015.3, Seller agrees and Parent agree that neither it nor any of its Subsidiaries nor any of they shall not, and shall cause their respective officers, directors, officers or employees shallemployees, and that it shall direct its Subsidiaries and its and its Subsidiaries’ agents and representatives and use its best efforts to cause its and its Subsidiaries’ agents agents, Affiliates and representatives (including any investment bankerbankers, attorney attorneys or accountant retained by it or any of its Subsidiariesaccountants) not to, directly or indirectly, (i) initiate, solicit solicit, encourage or encourage any inquiries or knowingly facilitate (including by way of providing information) the making submission of any proposal inquiries, proposals or offer with respect to a merger, reorganization offers (including an Alternate Plan), share exchange, consolidation whether firm or similar transaction involving (directly or indirectly), hypothetical) or any purchase (directly other efforts or though a proposed investment in Equity Securitiesattempts that constitute or may reasonably be expected to lead to, debt securities or claims of creditors) of 10% or more of the Transferred Assets Related to the Business or of the outstanding Equity Securities of Seller or any of its Affiliates directly or indirectly owning Assets Related to the Business (any such proposal or offer being hereinafter referred to as an “Acquisition Proposal” and , (ii) have any such transaction, an “Acquisition”); provided, however, that the foregoing shall not restrict Seller from renewing the “exit financing” of the Debtors on substantially the same terms as in effect as of March 31, 2005. Seller further agrees that neither it nor any of its Subsidiaries nor any of their respective directors, officers or employees shall, and that it shall direct its Subsidiaries and its and its Subsidiaries’ agents and representatives and use its best efforts to cause its and its Subsidiaries’ agents and representatives (including any investment banker, attorney or accountant retained by it or any of its Subsidiaries) not to, directly or indirectly, engage in any negotiations concerning, discussions with or provide any confidential information or data to or have any discussions with any Person person relating to, to an Acquisition Proposal, or otherwise facilitate engage in any effort or attempt to make or implement negotiations concerning an Acquisition Proposal (other than discussions or requests for and receipt of information to ascertain the terms of any such Acquisition Proposal. Seller agrees that it will take ), (iii) approve any Acquisition Proposal, (iv) approve, or propose to approve, or execute or enter into, any letter of intent, agreement in principle, memorandum of understanding, merger agreement, asset or share purchase or share exchange agreement, option agreement or other agreement related to any Acquisition Proposal, or (v) enter into any agreement or agreement in principle requiring, directly or indirectly, the necessary steps Company to promptly inform abandon, terminate or fail to consummate the Persons referred to in the first sentence of this Section 5.10 of the transactions contemplated hereby or breach its obligations undertaken in this Section 5.10 and to cause them to cease immediately any current activities that are inconsistent with this Section 5.10hereunder. Notwithstanding the foregoing, nothing contained if Seller and Parent are not otherwise in violation of this Agreement shall prevent Section 9.4 and Seller or its Parent receives an unsolicited bona fide written Acquisition Proposal after the date hereof, the board of directors of Seller or Parent, as the case may be, may provide information to, and may engage in such negotiations or discussions with, a person with respect to an Acquisition Proposal, directly or through representatives, if the board of directors concludes in good faith, after consultation with its financial advisors and receiving the advice of outside counsel, that failure to take such action would result in a violation of its fiduciary duties under applicable Law; provided, however, that prior to providing (or causing to be provided) any confidential information or data permitted to be provided pursuant to this sentence or engaging in any negotiations or discussions, Seller or Parent, as the “Board”case may be, shall have entered into a confidentiality agreement with such third party; and, provided, further, that Seller or Parent, as the case may be, shall contemporaneously provide Purchaser with any non-public information concerning Seller, Parent or the Business provided to such third party that was not previously provided to Purchaser. Seller or Parent, as the case may be, shall promptly (within 24 hours) from:advise Purchaser following the receipt by it of any Acquisition Proposal and the substance thereof (including the identity of the person making such Acquisition Proposal and a copy of such Acquisition Proposal), and advise Purchaser of any developments with respect to such Acquisition Proposal immediately upon the occurrence thereof.

Acquisition Proposals. Except as otherwise provided in this Section 5.10, Seller Each of FEI and PIE agrees that neither it nor any of its Subsidiaries Affiliates nor any of their respective directors, the officers and directors of it or employees its Affiliates shall, and that it shall direct its Subsidiaries and its and its Subsidiaries’ agents and representatives and use its best efforts to cause its and its Subsidiaries’ Affiliates' employees, agents and representatives (including any investment banker, attorney or accountant retained by it or any of its Subsidiaries) with knowledge of the transactions contemplated hereby not to, directly or indirectly, initiate, solicit solicit, encourage or encourage otherwise facilitate any inquiries or the making of any proposal or offer with respect to a merger, reorganization (including an Alternate Plan)reorganization, share exchange, consolidation or similar transaction involving (directly or indirectly)involving, or any purchase (directly of all or though a proposed investment in Equity Securities, debt securities or claims of creditors) of 10% or more any significant portion of the Transferred Assets Related to the Business assets or of the outstanding Equity Securities of Seller any equity securities of, it or any of its Affiliates directly or indirectly owning Assets Related to Subsidiaries that are the Business subject of this Transaction (any such proposal or offer being hereinafter referred to as an “"Acquisition Proposal” "). FEI and any such transaction, an “Acquisition”); provided, however, that the foregoing shall not restrict Seller from renewing the “exit financing” of the Debtors on substantially the same terms as in effect as of March 31, 2005. Seller PIE each further agrees that neither it nor any of its Subsidiaries Affiliates nor any of their respective directors, the officers and directors of it or employees its Affiliates shall, and that it shall direct its Subsidiaries and its and its Subsidiaries’ agents and representatives and use its best efforts to cause its and its Subsidiaries’ Affiliates' employees, agents and representatives (including any investment banker, attorney or accountant retained by it or any of its SubsidiariesAffiliates) not to, directly or indirectly, engage in any negotiations concerning, or provide any confidential information or data to to, or have any discussions with with, any Person relating to, to an Acquisition Proposal, or otherwise facilitate any effort or attempt to make or implement an Acquisition Proposal; provided, however, that nothing contained in this Agreement shall prevent either FEI or PIE or their respective boards of directors from, as applicable, (A) complying with Rule 14e-2 promulgated under the Exchange Act with regard to an Acquisition Proposal; (B) providing information in response to a request therefor by a Person who has made an unsolicited bona fide written Acquisition Proposal if the board of directors receives from the Person so requesting such information an executed confidentiality agreement on terms no less protective of the confidential information of FEI or the PEO Business than those contained in the Confidentiality Agreement (attached as Annex 5.2); (C) engaging in any negotiations or discussions with any Person who has made an unsolicited bona fide written Acquisition Proposal; or (D) in the case of FEI, recommending such an Acquisition Proposal to the shareholders of FEI or in the case of PIE, entering into an agreement with respect to such an Acquisition Proposal if and only to the extent that, in each such case referred to in clause (B), (C) or (D) above, (i) the board of directors of FEI or PIE, as the case may be, determines in good faith after consultation with outside legal counsel that such action is necessary in order for its directors to comply with their respective fiduciary duties under applicable law and (ii) in each case referred to in clause (C) or (D) above, the board of directors of FEI or PIE, as the case may be, believes in good faith (after consultation with its financial advisor) that such Acquisition Proposal is reasonably likely to be consummated, taking into account all legal, financial and regulatory aspects of the proposal and the Person making the proposal and would, if consummated, result in a transaction more favorable to FEI's shareholders or to PIE and, as applicable, its Affiliates from a financial point of view than the Transaction contemplated by this Agreement (any such more favorable Acquisition Proposal being referred to in this Agreement as a "Superior Proposal"). Seller FEI and PIE each agrees that it will immediately cease and cause to be terminated any existing activities, discussions or negotiations with any parties conducted heretofore with respect to any of the foregoing. FEI and PIE each agrees that it will take the necessary steps to promptly inform the Persons individuals or entities referred to in the first sentence of this Section 5.10 5.2 of the obligations undertaken in this Section 5.10 5.2. FEI and PIE each agrees that it will notify the other immediately if any such inquiries, proposals or offers are received by, any such information is requested from, or any such negotiations or discussions are sought to cause them to cease immediately be initiated or continued with, any of its representatives indicating, in connection with such notice, the name of such Person and the material terms and conditions of any proposals or offers and thereafter shall keep PIE or FEI, as the case may be, informed, on a current activities basis, on the status and terms of any such proposals or offers and the status of any such negotiations or discussions. FEI and PIE each also agrees that it will promptly request each Person that has heretofore executed a confidentiality agreement in connection with such Person's consideration of acquiring it or any of its Subsidiaries that are inconsistent with the subject of this Section 5.10. Notwithstanding Transaction to return all confidential information heretofore furnished to such Person by or on behalf of FEI or PIE, as the foregoingcase may be, nothing contained in or any Subsidiaries of either of them that are the subject of this Agreement shall prevent Seller or its board of directors (the “Board”) from:Transaction.

Acquisition Proposals. Except (a) The Company agrees that, except in the case of any Person identified on Section 6.7 of the Company Disclosure Schedule (a “Disclosed Qualified Bidder”) or as otherwise provided permitted in this Section 5.106.7, Seller agrees that neither (i) it nor any of and its officers and directors will not, (ii) the Company Subsidiaries nor any of their respective directors, and the Company Subsidiaries’ officers or employees shalland directors will not, and that it shall direct its Subsidiaries and (iii) its and its the Company Subsidiaries’ agents and representatives and use its best efforts to cause its and its Subsidiaries’ agents and investment bankers, financial advisors, attorneys, accountants, employees, consultants or other agents, advisors or representatives (including any investment bankercollectively, attorney or accountant retained by it or any of its Subsidiaries“Representatives”) not towill not, (A) directly or indirectly, initiate, solicit solicit, cause, encourage or encourage otherwise knowingly facilitate any inquiries or the making making, submission or reaffirmation of any proposal or offer with respect to a tender offer or exchange offer, proxy solicitation, merger, reorganization (including an Alternate Plan)reorganization, share exchange, consolidation recapitalization, liquidation, dissolution, consolidation, business combination or other similar transaction involving (directly the Company and/or the Company Subsidiaries or indirectly)any proposal or offer to acquire in any manner an equity or voting interest in the Company, or any purchase (directly or though a proposed investment in Equity Securitiesthe assets, debt securities or claims other ownership interests of creditors) of 10% or more of in the Transferred Assets Related to the Business or of the outstanding Equity Securities of Seller Company or any of its Affiliates directly or indirectly owning Assets Related to Company Subsidiary, in each case other than the Business transactions contemplated by this Agreement (any such proposal or offer being hereinafter referred to as an “Acquisition Proposal” and any such transaction, an “Acquisition”); provided, however, that the foregoing shall not restrict Seller from renewing the “exit financing” of the Debtors on substantially the same terms as in effect as of March 31, 2005. Seller further agrees that neither it nor any of its Subsidiaries nor any of their respective directors, officers or employees shall, and that it shall direct its Subsidiaries and its and its Subsidiaries’ agents and representatives and use its best efforts to cause its and its Subsidiaries’ agents and representatives (including any investment banker, attorney or accountant retained by it or any of its SubsidiariesB) not to, directly or indirectly, engage in any negotiations or discussions concerning, or provide access to its properties, books and records or any confidential information or data to or have any discussions with to, any Person relating to, an Acquisition Proposalor that may reasonably be expected to lead to, or otherwise facilitate any effort or attempt to make or implement an Acquisition Proposal. Seller agrees that it The Company will promptly take the steps necessary steps to promptly inform the Persons referred to set forth in clauses (i), (ii) and (iii) of the first foregoing sentence of this Section 5.10 of the obligations undertaken in this Section 5.10 6.7, and to cause them to cease immediately the Company agrees that it will be responsible for any current activities that are inconsistent with breach of this Section 5.10. Notwithstanding the foregoing, nothing contained in this Agreement shall prevent Seller or its board of directors (the “Board”) from:6.7

Acquisition Proposals. Except as otherwise provided in this Section 5.10, Seller (a) The Company agrees that neither it nor any of its Subsidiaries nor any of their respective directors, the officers and directors of the Company or employees its Subsidiaries shall, and that it the Company shall direct its Subsidiaries and its and its Subsidiaries’ agents and representatives and use its reasonable best efforts to cause its and its Subsidiaries’ ' employees, agents and representatives (including any investment banker, attorney or accountant retained by it or any of its Subsidiaries) not to, directly or indirectly, initiate, initiate or solicit or encourage any inquiries or the making of any proposal or offer with respect to a merger, reorganization (including an Alternate Plan)reorganization, share exchange, consolidation consolidation, business combination, recapitalization, liquidation, dissolution or similar transaction involving (directly or indirectly), it or any purchase (directly of its Subsidiaries whose assets, individually or though a proposed investment in Equity Securitiesthe aggregate, debt securities or claims of creditors) of 10constitute 20% or more of the Transferred Assets Related to the Business or consolidated assets of the outstanding Equity Securities of Seller Company, or any purchase or sale of 20% or more of the consolidated assets (including without limitation stock of Subsidiaries) of the Company and its Affiliates directly Subsidiaries, taken as a whole, or indirectly owning Assets Related to any purchase or sale of, or tender or exchange offer for, 20% or more of the Business equity securities of the Company (any such proposal or offer (other than a proposal or offer made by Parent, Merger Sub or any of their affiliates) being hereinafter referred to as an “"Acquisition Proposal” and any such transaction, an “Acquisition”"); provided, however, that the foregoing shall not restrict Seller from renewing the “exit financing” of the Debtors on substantially the same terms as in effect as of March 31, 2005. Seller The Company further agrees that neither it nor any of its Subsidiaries nor any of their respective directors, the officers and directors of it or employees its Subsidiaries shall, and that it shall direct its Subsidiaries and its and its Subsidiaries’ agents and representatives and use its reasonable best efforts to cause its and its Subsidiaries’ ' employees, agents and representatives (including any investment banker, attorney or accountant retained by it or any of its Subsidiaries) not to, directly or indirectly, engage in (i) have any negotiations concerning, discussion with or provide any confidential information or data to or have any discussions with any Person relating to, to an Acquisition Proposal, (ii) engage in any negotiations concerning an Acquisition Proposal or otherwise facilitate (iii) grant any effort waiver or attempt release under any standstill or similar agreement with respect to make any class of equity securities of the Company or implement any of its Subsidiaries, provided, however, that the Company may waive any provision in such standstill or similar agreement which has the effect of prohibiting direct communication relating to a proposal between such third party and the Company's Board of Directors or executive officers, and provided, further, that such waiver or release was made without prior solicitation or negotiation by the Company or its directors, officers, employees, agents or representatives. Notwithstanding anything in this Agreement to the contrary, the Company or its Board of Directors shall be permitted to (1) at any time prior to the time at which the Company's Shareholder Approval shall have been obtained, engage in discussions or negotiations with a third party who seeks, without prior solicitation by or negotiation with the Company or its directors, officers, employees, agents or representatives, to initiate such discussions or negotiations and may furnish such third party information concerning the Company and its business, properties, and assets if, and only to the extent that (A) the Board of Directors has determined, in their reasonable judgment, that such discussions may reasonably lead to a Superior Proposal, and (B) prior to furnishing such information to, or entering into discussions with, such third party, the Company receives from such third party an executed confidentiality agreement containing terms customary in transactions of such nature and the Company promptly notifies Parent of its intention to provide information to a third party; and (2) comply with Rule 14d-9 and Rule 14e-2 promulgated under the Exchange Act with regard to an Acquisition Proposal. Seller agrees that it will take Except as set forth below, neither the necessary steps to promptly inform Board of Directors of the Persons referred to Company nor any committee thereof may (i) effect a Change in the first sentence Company Recommendation, (ii) approve or recommend or propose publicly to approve or recommend an Acquisition Proposal or (iii) cause the Company or any of this Section 5.10 its Subsidiaries to enter into any letter of the obligations undertaken intent, agreement in this Section 5.10 and principle, acquisition agreement or other similar agreement related to cause them to cease immediately any current activities that are inconsistent with this Section 5.10Acquisition Proposal. Notwithstanding the foregoing, nothing contained prior to the time at which the Company Shareholders Approval has been obtained, in this Agreement response to an Acquisition Proposal from a third party, if the Board of Directors of the Company determines, in its reasonable judgment, after consultation with its financial advisor, that such Acquisition Proposal is a Superior Proposal, the Board of Directors of the Company or any committee thereof may, subject to payment of the Company Termination Fee set forth in Section 7.2(b) if and when applicable: (i) enter into a definitive agreement with respect to such Acquisition Proposal or (ii) effect a Change of the Company Recommendation and approve or recommend such Acquisition Proposal, but in each case referred to in the foregoing clauses (i) and (ii), only if the Company notifies Parent, in writing and at least 72 hours prior to taking any such action, promptly of its intention to take such action, specifying the material terms of such Acquisition Proposal and identifying the Person making such Acquisition Proposal, and Parent does not make, within 72 hours of receipt of such written notification, an offer that the Board of Directors of the Company determines, in good faith after consultation with its financial advisors, is at least as favorable to the stockholders of the Company as such Acquisition Proposal, it being understood that the Company shall prevent Seller or its board not enter into any binding agreement with respect to such Acquisition Proposal prior to the expiration of directors (the “Board”) from:such 72-hour period.

Acquisition Proposals. Except as otherwise provided in this Section 5.10, Seller The Company agrees that neither it nor any of its Subsidiaries nor any of their respective directors, officers or employees shall, and that it shall direct its Subsidiaries and its and its Subsidiaries’ agents and representatives and use its best efforts to cause its and its Subsidiaries’ , officers, directors, employees, agents and representatives (including any investment banker, attorney or accountant retained by it or any of its Subsidiariesit) not toshall not, directly or indirectly, initiate, solicit solicit, encourage or encourage otherwise facilitate any inquiries or the making of any proposal or offer with respect to a merger, reorganization (including an Alternate Plan)reorganization, share exchange, consolidation consolidation, business combination, recapitalization, liquidation, dissolution or similar transaction involving (directly or indirectly)involving, or any purchase (directly or though a proposed investment in Equity Securities, debt securities or claims of creditors) of 10% or more any substantial portion of the Transferred Assets Related to the Business or of the outstanding Equity Securities of Seller assets of, or any equity securities of, or any transaction that would involve the transfer or potential transfer of its Affiliates directly or indirectly owning Assets Related to control of, the Business Company (any such proposal or offer being hereinafter referred to as an “"Acquisition Proposal” ") and has terminated any such transactiondiscussions or negotiations with, and the provision of information or data to, any Person (other than Parent) respecting an “Acquisition”); provided, however, that the foregoing shall not restrict Seller from renewing the “exit financing” of the Debtors on substantially the same terms as in effect as of March 31, 2005Acquisition Proposal. Seller The Company further agrees that neither it nor any of its Subsidiaries nor any of their respective directors, officers or employees shall, and that it shall direct its Subsidiaries and its and its Subsidiaries’ agents and representatives and use its best efforts to cause its and its Subsidiaries’ , officers, directors, employees, agents and representatives (including any investment banker, attorney or accountant retained by it or any of its Subsidiariesit) not toshall not, directly or indirectly, engage in any negotiations concerning, or provide any confidential information or data to or have any discussions with any Person relating to, to or in contemplation of an Acquisition Proposal or engage in any negotiations or discussions relating to or in contemplation of an Acquisition Proposal; provided, or otherwise facilitate any effort or attempt to make or implement an Acquisition Proposal. Seller agrees however, that it will take the necessary steps to promptly inform the Persons referred to in the first sentence of this Section 5.10 of the obligations undertaken in this Section 5.10 and to cause them to cease immediately any current activities that are inconsistent with this Section 5.10. Notwithstanding the foregoing, nothing contained in this Agreement shall prevent Seller the Company or its board Board of Directors from (a) complying with Rule 14e-2 promulgated under the Exchange Act with regard to any Acquisition Proposal; and (b) if any only to the extent that the Board of Directors of the Company concludes in good faith (after having consulted with and considered the advice of outside legal counsel) that such Acquisition Proposal would, if consummated, result in a transaction more favorable to the Company shareholders from a financial point of view than the transaction contemplated by this Agreement (any such more favorable Acquisition Proposal being referred to in this Agreement as a "Superior Proposal"), until the Required Company Vote has been obtained, the Company may furnish or cause to be furnished confidential information or data and may participate in such negotiations and discussions but only if (i) the Company is not then in breach of its obligations under this Section, (ii) (and only to the extent that) the Board of Directors of the Company concludes in good faith (after having consulted with and considered the advice of outside legal counsel) that such action is necessary in order for its directors to comply with their respective fiduciary duties under applicable law and (iii) confidentiality arrangements on terms no less beneficial to the “Board”) Company as those entered into by Parent are entered into with respect thereto. The Company will notify Parent immediately if any inquiries, proposals or offers respecting an Acquisition Proposal are received by, any such information or data is requested from:, or any such discussions or negotiations are sought to be initiated or continued with, it or any such Persons indicating, in connection with such notice, the name of such Person and the material terms and conditions of any proposals or offers, and shall keep Parent apprised with respect to the status and terms thereof. The Company also will promptly request each Person that has heretofore executed a confidentiality agreement in connection with its consideration of an Acquisition Proposal to return all confidential information heretofore furnished to such Person by or on behalf of it or any of its Subsidiaries and will not waive any "standstill" provision of any such, or any other, agreement. The Company shall provide Parent at least two business days advance notice of its intention to present to its Board of Directors or accept any Superior Proposal and shall provide Parent with a summary of the terms and conditions thereof. Notwithstanding the foregoing, none of the actions set forth on Schedule 5.4 shall constitute an Acquisition Proposal.

Acquisition Proposals. Except (a) The Company agrees that, except as otherwise provided in this Section 5.10expressly permitted hereby, Seller agrees that during the Pre-Closing Period, neither it nor any of its Subsidiaries nor any of their respective directors, the officers and directors of it or employees its Subsidiaries shall, and that it shall direct its Subsidiaries and its and its Subsidiaries’ agents and representatives and use its reasonable best efforts to instruct and cause its and its Subsidiaries’ agents employees, agents, investment bankers, attorneys, accountants and other representatives (including any such employees, agents, investment bankerbankers, attorney or accountant retained by it or any of its Subsidiariesattorneys, accountants and other representatives, collectively, “Representatives”) not to, directly or indirectly, (i) initiate, solicit or knowingly encourage any inquiries or the making of any proposal or offer with respect to a merger, reorganization (including an Alternate Plan), share exchange, consolidation or similar transaction involving (directly or indirectly)that constitutes, or any purchase (directly or though a proposed investment in Equity Securities, debt securities or claims of creditors) of 10% or more of the Transferred Assets Related could reasonably be expected to the Business or of the outstanding Equity Securities of Seller or any of its Affiliates directly or indirectly owning Assets Related to the Business (any such proposal or offer being hereinafter referred to as an “Acquisition Proposal” and any such transaction, an “Acquisition”); provided, however, that the foregoing shall not restrict Seller from renewing the “exit financing” of the Debtors on substantially the same terms as in effect as of March 31, 2005. Seller further agrees that neither it nor any of its Subsidiaries nor any of their respective directors, officers or employees shall, and that it shall direct its Subsidiaries and its and its Subsidiaries’ agents and representatives and use its best efforts to cause its and its Subsidiaries’ agents and representatives (including any investment banker, attorney or accountant retained by it or any of its Subsidiaries) not lead to, directly any Acquisition Proposal (as defined below) or indirectly(ii) engage in, engage in continue or otherwise participate in, any discussions or negotiations concerning, or provide any confidential information or data to or have any discussions with any Person relating tofor the purpose of encouraging or facilitating, an Acquisition Proposal, or otherwise facilitate knowingly any effort or attempt to make or implement an Acquisition Proposal. Seller agrees For purposes of this Agreement, the term “Acquisition Proposal” shall mean (i) any proposal or offer for a merger, consolidation, dissolution, tender offer, recapitalization, reorganization, share exchange, business combination or similar transaction involving the Company or (ii) any proposal or offer to acquire in any manner, directly or indirectly, over 15% of the equity securities or consolidated total assets (including, without limitation, equity securities of its Subsidiaries) of the Company, in each case other than the transactions contemplated by this Agreement. Notwithstanding anything to the contrary set forth in this Agreement, prior to the adoption of this Agreement at the Company Meeting (the “Specified Time”), the Company may (A) provide information in response to a request therefor by a Person who has made an unsolicited bona fide written Acquisition Proposal (as defined above, but substituting 50% for 15%, except in the case of an asset sale, in which case “all or substantially all” shall be substituted for 15%) that it will take did not result from a breach of this Section 7.2(a) and subject to compliance with Section 7.2(b) if the necessary steps Company Board receives from the Person so requesting such information an executed confidentiality agreement on terms not less restrictive of the other party than those contained in the Confidentiality Agreement (and promptly discloses (and if applicable, provides copies of) any such information to promptly inform Parent to the Persons extent not previously provided to Parent) or (B) engage in or participate in any negotiations or discussions with any Person who has made such an Acquisition Proposal, if and only to the extent that, (x) in each such case referred to in clause (A) or (B), the first sentence of this Section 5.10 Company Board determines in good faith after consultation with outside legal counsel that failure to take such action would be inconsistent with the fiduciary obligations of the obligations undertaken Company Board under applicable Law, and (y) with respect to clause (B) above, the Company Board determines in good faith (after consultation with its outside counsel and financial advisor) that such Acquisition Proposal (1) if accepted, is reasonably likely to be consummated, taking into account all legal, financial, regulatory and other aspects of the proposal and the Person making the proposal, and if consummated, would result in a transaction more favorable to the holders of Company Common Stock from a financial point of view than the transaction contemplated by this Section 5.10 and Agreement (any such more favorable Acquisition Proposal being referred to cause them to cease immediately any current activities that are inconsistent with this Section 5.10. Notwithstanding the foregoing, nothing contained in this Agreement shall prevent Seller or its board of directors (the as a “BoardSuperior Proposal”) from:or (2) is reasonably likely to lead to a Superior Proposal.

Acquisition Proposals. Except as otherwise provided in this Section 5.10, Seller (a) The Company agrees that neither it nor any of its Subsidiaries nor any of their respective directors, officers or employees shall, and that it shall direct not, it shall cause each its Subsidiaries and its their respective officers and its Subsidiaries’ agents directors not to, and representatives and it shall use its reasonable best efforts to cause its and its Subsidiaries’ respective employees, agents and representatives (including any investment banker, attorney attorney, consultant or accountant retained by it or any of its Subsidiaries(collectively, “Representatives”)) not to, directly or indirectly, initiate, solicit or knowingly encourage or facilitate any inquiries or the making of any proposal or offer with respect to to: (i) a merger, reorganization (including an Alternate Plan)reorganization, share exchange, consolidation or similar transaction involving (directly or indirectly), or any purchase (directly or though a proposed investment in Equity Securities, debt securities or claims of creditors) of 10% or more of the Transferred Assets Related to the Business or of the outstanding Equity Securities of Seller Company or any of its Affiliates directly Subsidiaries; (ii) any purchase of more than 15% of the voting power of the then outstanding equity securities of the Company or indirectly owning Assets Related any of its Subsidiaries, or of the right to obtain more than 15% of the Business voting power of the then outstanding equity securities of the Company, or of more than 15% of the assets of the Company and its Subsidiaries (taken as a whole, based on consolidated book value of the assets as recorded on the Company’s most recent balance sheet); (iii) the adoption by the Company of a plan of liquidation or recapitalization; or (iv) any combination of the foregoing (any such proposal or offer being hereinafter referred to as an “Acquisition Proposal” and any such transaction, an “Acquisition”); provided, however, that the foregoing shall not restrict Seller from renewing the “exit financing” of the Debtors on substantially the same terms as in effect as of March 31, 2005. Seller The Company further agrees that neither it nor any shall not, it shall cause each of its Subsidiaries nor any of and their respective directors, officers or employees shalland directors not to, and that it shall direct its Subsidiaries and its and its Subsidiaries’ agents and representatives and use its reasonable best efforts to cause its and its Subsidiaries’ agents and representatives (including any investment banker, attorney or accountant retained by it or any of its Subsidiaries) Representatives not to, directly or indirectly, engage in any negotiations concerning, or provide any confidential information or data to to, or have any discussions with with, any Person relating to, to an Acquisition Proposal, or otherwise knowingly encourage or facilitate any effort or attempt to make or implement an Acquisition Proposal. Seller agrees ; provided, however, that it will take the necessary steps to promptly inform the Persons referred to in the first sentence of this Section 5.10 of the obligations undertaken in this Section 5.10 and to cause them to cease immediately any current activities that are inconsistent with this Section 5.10. Notwithstanding the foregoing, nothing contained in this Agreement shall prevent Seller the Company or the Special Committee or the Company Board from (x) complying with its board disclosure obligations under Sections 14d-9 and 14e-2 of directors the Exchange Act with regard to an Acquisition Proposal; provided that if such disclosure has the effect of withdrawing, modifying or qualifying the Recommendation in a manner adverse to Parent or the approval or recommendation of this Agreement by the Special Committee or the Company Board, Parent shall have the right to terminate this Agreement to the extent set forth in Section 9.4 of this Agreement; and (y) at any time prior to, but not after, the condition set forth in Section 8.1(a) has been satisfied, (A) providing information in response to a request therefor by a Person who has made an unsolicited bona fide written Acquisition Proposal that is or would reasonably be expected to lead to a Superior Proposal (as defined below) (a “Section 7.2(a)(y)(A) Acquisition Proposal”) if (x) the Company receives from the Person so requesting such information an executed confidentiality agreement on customary terms no less favorable to the Company than the confidentiality agreement dated December 13, 2006 between Parent and the Company (the “BoardConfidentiality Agreement”) from:and (y) the Company furnishes to Parent, concurrently with furnishing it to such Person, the same information to the extent it has not been previously furnished to Parent, or (B) engaging in any negotiations or discussions with any Person who has made an unsolicited bona fide written Section 7.2(a)(y)(A) Acquisition Proposal if the Company receives from such Person an executed confidentiality

Acquisition Proposals. Except as otherwise provided in this Section 5.10, Seller (a) Each of TCFC and SHBI agrees that neither it nor shall, and shall direct and use its reasonable best efforts to cause its Affiliates, directors, officers, employees, agents and representatives (including, without limitation, any investment banker, financial advisor, attorney, accountant or other representative retained by it) (all of the foregoing, collectively, “Representatives”) to, immediately cease any discussions or negotiations with any other parties that may be ongoing with respect to the possibility or consideration of any Acquisition Proposal, and will use its reasonable best efforts to enforce any confidentiality or similar agreement relating to any Acquisition Proposal, including by requesting the other party to promptly return or destroy any confidential information previously furnished by or on behalf of such party or any of its Subsidiaries thereunder and by specifically enforcing the terms thereof in a court of competent jurisdiction. From the date of this Agreement through the Effective Time, neither TCFC nor SHBI shall, nor shall they authorize or permit any of their respective Subsidiaries, or their and their Subsidiaries’ respective directors, officers or employees shall, and that it shall direct its Subsidiaries and its and its Subsidiaries’ agents and representatives and use its best efforts to cause its and its Subsidiaries’ agents and representatives (including or any investment banker, attorney or accountant Representative retained by it or any of its Subsidiaries) not them to, directly or indirectlyindirectly through another Person, initiate(i) solicit, solicit initiate or knowingly encourage (including by way of furnishing information or assistance), or take any other action designed to facilitate or that is likely to result in, any inquiries or the making of any proposal or offer with respect to a merger, reorganization (including an Alternate Plan), share exchange, consolidation or similar transaction involving (directly or indirectly)that constitutes, or is reasonably likely to lead to, any purchase (directly or though a proposed investment in Equity Securities, debt securities or claims of creditors) of 10% or more of the Transferred Assets Related to the Business or of the outstanding Equity Securities of Seller or any of its Affiliates directly or indirectly owning Assets Related to the Business (any such proposal or offer being hereinafter referred to as an “Acquisition Proposal” and any such transaction, an “Acquisition”); provided, however, that the foregoing shall not restrict Seller from renewing the “exit financing” of the Debtors on substantially the same terms as in effect as of March 31, 2005. Seller further agrees that neither it nor any of its Subsidiaries nor any of their respective directors, officers or employees shall, and that it shall direct its Subsidiaries and its and its Subsidiaries’ agents and representatives and use its best efforts to cause its and its Subsidiaries’ agents and representatives (including any investment banker, attorney or accountant retained by it or any of its Subsidiariesii) not to, directly or indirectly, engage in any negotiations concerning, or provide any confidential information or data to or have any discussions with any Person relating to, an to any Acquisition Proposal, (iii) participate in any discussions or otherwise facilitate negotiations regarding any effort Acquisition Proposal, (iv) waive, terminate, modify or attempt fail to enforce any provision of any contractual “standstill” or similar obligations of any Person other than the other party to this Agreement or its Affiliates, (v) approve or recommend, propose to approve or recommend, or execute or enter into, any letter of intent, agreement in principle, merger agreement, asset purchase agreement or share exchange agreement, option agreement or other similar agreement related to any Acquisition Proposal or propose to do any of the foregoing, or (vi) make or implement an authorize any statement, recommendation or solicitation in support of any Acquisition Proposal; provided, however, that at any time prior to the date of the TCFC Meeting in the case of TCFC or the SHBI Meeting in the case of SHBI, if the TCFC Board in the case of TCFC or the SHBI Board in the case of SHBI determines in good faith, after consulting with its outside legal counsel and, with respect to financial matters, its outside financial advisor, that the failure to do so would be more likely than not to be inconsistent with the TCFC Board’s (in the case of TCFC) or the SHBI Board's (in the case of SHBI) fiduciary duties under applicable law, such party may, in response to a bona fide, written Acquisition Proposal not solicited in violation of this Section 6.07(a) that the TCFC Board in the case of TCFC or the SHBI Board in the case of SHBI determines in good faith constitutes a Superior Proposal (1) furnish information with respect to itself to any Person making such a Superior Proposal pursuant to a confidentiality agreement on terms that are in all material respects no less restrictive to such Person than the terms contained in the Confidentiality Agreement are to the other party to this Agreement, and (2) participate in discussions or negotiations regarding such a Superior Proposal. Seller Each party agrees that it will take shall concurrently provide to the necessary steps other party any information (whether such information is confidential, nonpublic or otherwise) concerning it that may be provided to promptly inform any other Person in connection with any Superior Proposal which has not previously been provided to the Persons referred to in the first sentence other party. For purposes of this Section 5.10 of Agreement, the obligations undertaken in this Section 5.10 and to cause them to cease immediately any current activities that are inconsistent with this Section 5.10. Notwithstanding the foregoing, nothing contained in this Agreement shall prevent Seller or its board of directors (the term “Board”) from:

Acquisition Proposals. Except as otherwise provided in this Section 5.10, Seller Each party hereto agrees that neither it nor any of its Subsidiaries subsidiaries nor any of their its respective directors, officers and directors or employees the officers and directors of its subsidiaries shall, and that it shall each direct its Subsidiaries and its and its Subsidiaries’ agents and representatives and use its best efforts to cause its and its Subsidiaries’ employees, agents and representatives (including including, without limitation, any investment banker, attorney or accountant retained by it or any of its Subsidiariessubsidiaries) not to, initiate, solicit or encourage, directly or indirectly, initiate, solicit or encourage any inquiries or the making or implementation of any proposal or offer with respect to a merger, reorganization (including an Alternate Plan), share exchangeacquisition, consolidation or similar transaction involving (directly or indirectly)involving, or any purchase (directly of all or though a proposed investment in Equity Securities, debt securities or claims of creditors) of 10% or more any significant portion of the Transferred Assets Related to the Business assets or of the outstanding Equity Securities of Seller any equity securities of, it or any of its Affiliates directly or indirectly owning Assets Related to the Business subsidiaries (any such proposal or offer being hereinafter referred to as an “"Acquisition Proposal” and any such transaction, an “Acquisition”); provided, however, that the foregoing shall not restrict Seller from renewing the “exit financing” of the Debtors on substantially the same terms as in effect as of March 31, 2005. Seller further agrees that neither it nor any of its Subsidiaries nor any of their respective directors, officers ") or employees shall, and that it shall direct its Subsidiaries and its and its Subsidiaries’ agents and representatives and use its best efforts to cause its and its Subsidiaries’ agents and representatives (including any investment banker, attorney or accountant retained by it or any of its Subsidiaries) not to, directly or indirectly, engage in any negotiations concerning, or provide any confidential information or data to to, or have any discussions with with, any Person person relating to, to an Acquisition Proposal; provided, however, that the Grace Board may furnish or cause to be furnished information (pursuant to confidentiality arrangements) and may participate in such discussions and negotiations directly or through its representatives if (i) the failure to provide such information or participate in such negotiations and discussions could, in the opinion of its outside counsel, reasonably be deemed to cause the members of the Grace Board to breach their fiduciary duties under applicable law or (ii) another corporation, partnership, person or other entity or group makes a written offer or written proposal which, based upon the identity of the person or entity making such offer or proposal and the terms thereof, and the availability of adequate financing therefor, the Grace Board believes, in the good faith exercise of its business judgment and based upon advice of its outside legal and financial advisors, could reasonably be expected to be consummated and represents a transaction more favorable to its shareholders than the Reorganization (a "Higher Offer"); provided further, however, that the foregoing restriction shall not apply to an Acquisition Proposal exclusively involving all or part of the stock or assets of Grace-Conn. Grace shall notify the other parties hereto as soon as practicable if any such inquiries or proposals are received by, any such information is requested from, or otherwise facilitate any effort such negotiations or attempt discussions are sought to make be initiated or implement an Acquisition Proposal. Seller agrees that it will take the necessary steps to promptly inform the Persons referred to in the first sentence of this Section 5.10 of the obligations undertaken in this Section 5.10 and to cause them to cease immediately any current activities that are inconsistent continued with this Section 5.10. Notwithstanding the foregoing, nothing contained in this Agreement shall prevent Seller or its board of directors (the “Board”) from:it.

Acquisition Proposals. Except as otherwise provided in this Section 5.10, Seller The Company agrees that neither it nor any of its Subsidiaries nor any of their respective directors, the officers and directors of it or employees its Subsidiaries shall, and that it shall direct its Subsidiaries and its and its Subsidiaries’ agents and representatives and use its best efforts to cause its and its Subsidiaries’ ' employees, agents and representatives (including any investment banker, attorney or accountant retained by it or any of its Subsidiaries) not to, directly or indirectly, initiate, solicit solicit, encourage or encourage otherwise facilitate any inquiries or the making of any proposal or offer with respect to a merger, reorganization (including an Alternate Plan)reorganization, share exchange, consolidation or similar transaction involving (directly or indirectly)involving, or any purchase (directly of all or though a proposed investment in Equity Securities, debt securities or claims of creditors) of 10% or more any significant portion of the Transferred Assets Related to the Business assets or of the outstanding Equity Securities of Seller equity securities of, it or any of its Affiliates directly or indirectly owning Assets Related to the Business Subsidiaries (any such proposal or offer being hereinafter referred to as an “"Acquisition Proposal” and any such transaction, an “Acquisition”"); provided, however, that the foregoing shall not restrict Seller from renewing the “exit financing” of the Debtors on substantially the same terms as in effect as of March 31, 2005. Seller The Company further agrees that neither it nor any of its Subsidiaries nor any of their respective directors, the officers and directors of it or employees its Subsidiaries shall, and that it shall direct its Subsidiaries and its and its Subsidiaries’ agents and representatives and use its best efforts to cause its and its Subsidiaries’ ' employees, agents and representatives (including any investment banker, attorney or accountant retained by it or any of its Subsidiaries) not to, directly or indirectly, engage in any negotiations concerning, or provide any confidential information or data to to, or have any discussions with with, any Person relating to, to an Acquisition Proposal, or otherwise facilitate any effort or attempt to make or implement an Acquisition Proposal; provided, however, that nothing contained in this Agreement shall prevent the Company or its Board of Directors from (A) complying with Rules 14d-9 and 14e-2 promulgated under the Exchange Act with regard to an Acquisition Proposal; (B) providing information in response to a request therefor by a Person who has made an unsolicited bona fide written Acquisition Proposal if the Board of Directors takes reasonable steps to protect the confidentiality of such information; (C) engaging in any negotiations or discussions with any Person who has made an unsolicited bona fide written Acquisition Proposal; or (D) recommending such an Acquisition Proposal to the shareholders of the Company, if (i) in each such case referred to in clause (B), (C) or (D) above, the Company reasonably determines in good faith based upon the advice of outside legal counsel to the Company that such action is necessary in order for the Board of Directors of the Company to comply with its fiduciary duties under applicable law, and (ii) in each case referred to in clause (C) or (D) above, the Board of Directors of the Company determines in good faith (after consultation with its financial advisor) that such Acquisition Proposal would, if consummated, result in a transaction more favorable to the Company's shareholders from a financial point of view than the transaction contemplated by this Agreement (any such more favorable Acquisition Proposal being referred to in this Agreement as a "Superior Proposal"). Seller The Company agrees that it will immediately cease and cause to be terminated any existing activities, discussions or negotiations with any parties conducted heretofore with respect to any of the foregoing. The Company agrees that it will take the necessary steps to promptly inform the Persons individuals or entities referred to in the first sentence of this Section 5.10 hereof of the obligations undertaken in this Section 5.10 7.2. The Company agrees that it will notify Parent immediately if any such inquiries, proposals or offers are received by, any such information is requested from, or any such discussions or negotiations are sought to be initiated or continued with, any of its representatives indicating, in connection with such notice, the name of such Person and the material terms and conditions of any proposals or offers. The Company also agrees that it will promptly request each Person that has heretofore executed a confidentiality agreement in connection with its consideration of acquiring it or any of its Subsidiaries to cause them return all confidential information heretofore furnished to cease immediately such Person by or on behalf of it or any current activities that are inconsistent with this Section 5.10. Notwithstanding the foregoing, nothing contained in this Agreement shall prevent Seller or of its board of directors (the “Board”) from:Subsidiaries.

Acquisition Proposals. (a) Except as otherwise provided in expressly permitted by this Section 5.107.4, Seller agrees that neither it nor none of the Company or any of its Subsidiaries nor any of their respective shall (whether directly or indirectly through Affiliates, directors, officers officers, employees, representatives, advisors or employees shall, and that it shall direct its Subsidiaries and its and its Subsidiaries’ agents and representatives and use its best efforts to cause its and its Subsidiaries’ agents and representatives (including any investment banker, attorney or accountant retained by it or any of its Subsidiaries) not to, directly or indirectly, initiate, solicit or encourage any inquiries or the making of any proposal or offer with respect to a merger, reorganization (including an Alternate Planother intermediaries), share exchange, consolidation or similar transaction involving nor shall (directly or indirectly), ) the Company authorize or any purchase (directly or though a proposed investment in Equity Securities, debt securities or claims of creditors) of 10% or more of the Transferred Assets Related to the Business or of the outstanding Equity Securities of Seller or permit any of its Affiliates directly or indirectly owning Assets Related to the Business (any such proposal or offer being hereinafter referred to as an “Acquisition Proposal” and any such transactiontheir controlled Affiliates, an “Acquisition”); providedofficers, however, that the foregoing shall not restrict Seller from renewing the “exit financing” of the Debtors on substantially the same terms as in effect as of March 31, 2005. Seller further agrees that neither it nor any of its Subsidiaries nor any of their respective directors, officers representatives, advisors or employees shallother intermediaries or Subsidiaries to: (i) solicit, and that it shall direct its Subsidiaries and its and its Subsidiaries’ agents and representatives and use its best efforts to cause its and its Subsidiaries’ agents and representatives (including any investment bankerinitiate or knowingly encourage the submission of inquiries, attorney proposals or accountant retained by it or any of its Subsidiaries) not to, directly or indirectly, engage in any negotiations concerning, or provide any confidential information or data to or have any discussions with offers from any Person (other than Parent) relating to, an to any Company Acquisition Proposal, or otherwise facilitate agree to or endorse any effort or attempt to make or implement an Company Acquisition Proposal; (ii) enter into any agreement to (x) consummate any Company Acquisition Proposal, (y) approve or endorse any Company Acquisition Proposal or (z) in connection with any Company Acquisition Proposal, require the Company to abandon, terminate or fail to consummate the Combination; (iii) enter into or participate in any discussions or negotiations in connection with any Company Acquisition Proposal or inquiry with respect to any Company Acquisition Proposal, or furnish to any Person any non-public information with respect to its business, properties or assets in connection with any Company Acquisition Proposal; or (iv) agree or resolve to take, or take, any of the actions prohibited by clause (i), (ii) or (iii) of this sentence. Seller agrees that it will take The Company shall immediately cease, and cause its representatives, advisors and other intermediaries to immediately cease, any and all existing activities, discussions or negotiations with any parties conducted heretofore with respect to any of the necessary steps to foregoing. The Company shall promptly inform its representatives and advisors of the Persons referred to in the first sentence Company’s obligations under this Section 7.4. Any violation of this Section 5.10 7.4 by any representative or advisor of the obligations undertaken in Company or its Subsidiaries shall be deemed to be a breach of this Section 5.10 and to cause them to cease immediately any current activities that are inconsistent with 7.4 by the Company. For purposes of this Section 5.10. Notwithstanding 7.4, the foregoingterm “Person” means any person, nothing contained corporation, entity or “group,” as defined in this Agreement shall prevent Seller Section 13(d) of the Exchange Act, other than, with respect to the Company, Parent or its board any Subsidiaries of directors (Parent and, with respect to Parent, the “Board”) from:Company.

Acquisition Proposals. Except as otherwise provided in this Section 5.10In the case of the Company, Seller agrees that neither it nor any of its Subsidiaries nor any of their respective directors, officers or employees shall, and that it shall direct its not, --------------------- and it shall cause the Company Subsidiaries and its and its Subsidiaries’ agents and representatives and use its best efforts to cause its and its Subsidiaries’ agents and representatives (including any investment banker, attorney or accountant retained by it or any of its Subsidiaries) not to, directly or indirectly, initiate, solicit or encourage any inquiries or proposals with respect to, or furnish any nonpublic information relating to or participate in any negotiations or discussions concerning, any acquisition or purchase of all or a substantial portion of the assets of, or a substantial equity interest in, the Company or any of the Company Subsidiaries or any merger or other business combination with the Company or any of the Company Subsidiaries (an "Acquisition Proposal") other than as contemplated by this Plan; it shall instruct its and the Company Subsidiaries' officers, directors, agents, advisors and affiliates to refrain from taking any action that would violate or conflict with any of the foregoing; and it shall notify First Union immediately if any such inquiries or proposals are received by, or any such negotiations or discussions are sought to be initiated with, the Company or any of the Company Subsidiaries. However, if the Company is not otherwise in breach or violation of this Section 5.07, until the stockholder ------------ approval contemplated by Section 6.01(A) shall have been obtained, the Company --------------- Board of Directors may, directly or indirectly through representatives: (a) provide information to and request information from a person (a "Bidder") that submits, after the date hereof, a bona fide Acquisition Proposal that the Company Board of Directors in good faith determines is reasonably likely to constitute a Superior Proposal (as hereinafter defined), and engage in discussions with the Bidder for the sole purpose of ascertaining whether such Acquisition Proposal is in fact a Superior Proposal; and (b) engage in negotiations or discussions concerning such Acquisition Proposal, if the Company Board of Directors determines in good faith, after consultation with and based on the advice of outside counsel and a nationally recognized financial advisor that such Acquisition Proposal constitutes a Superior Proposal. For purposes of this Plan, a "Superior Proposal" means an Acquisition Proposal made by a third party which, in the good faith judgment of the Company Board of Directors, taking into account, to the extent deemed appropriate by the Company Board of Directors, the various legal, financial and regulatory aspects of the proposal and the person making such proposal, (x) if accepted, is reasonably likely to be consummated, and (y) if consummated, is reasonably likely to result in a more favorable transaction than the transaction contemplated hereunder considering, among other things, and to the extent deemed appropriate in good faith by the Company Board of Directors, the long-term prospects and interests of the Company and its stockholders and other relevant constituencies. The Company shall immediately notify First Union of the receipt of any proposal Acquisition Proposal and shall promptly notify First Union of any significant actions taken or offer other developments related thereto. The Company also agrees immediately to cease and to cause to be terminated any activities, discussions or negotiations conducted on or prior to the date of this Plan with any parties other than First Union, with respect to a merger, reorganization (including an Alternate Plan), share exchange, consolidation or similar transaction involving (directly or indirectly), or any purchase (directly or though a proposed investment in Equity Securities, debt securities or claims of creditors) of 10% or more of the Transferred Assets Related to the Business or of the outstanding Equity Securities of Seller or any of its Affiliates directly or indirectly owning Assets Related to the Business (any such proposal or offer being hereinafter referred to as an “Acquisition Proposal” and any such transaction, an “Acquisition”); provided, however, that the foregoing shall not restrict Seller from renewing the “exit financing” of the Debtors on substantially the same terms as in effect as of March 31, 2005. Seller further agrees that neither it nor any of its Subsidiaries nor any of their respective directors, officers or employees shall, and that it shall direct its Subsidiaries and its and its Subsidiaries’ agents and representatives and use its best efforts to cause its and its Subsidiaries’ agents and representatives (including any investment banker, attorney or accountant retained by it or any of its Subsidiaries) not to, directly or indirectly, engage in any negotiations concerning, or provide any confidential information or data to or have any discussions with any Person relating to, an Acquisition Proposal, or otherwise facilitate any effort or attempt to make or implement an Acquisition Proposal. Seller agrees that it will take the necessary steps to promptly inform the Persons referred to in the first sentence of this Section 5.10 of the obligations undertaken in this Section 5.10 and to cause them to cease immediately any current activities that are inconsistent with this Section 5.10. Notwithstanding the foregoing, nothing contained in this Agreement shall prevent Seller or its board of directors (the “Board”) from:.

Acquisition Proposals. Except as otherwise provided in this Section 5.10, Seller (a) Hxxxxx United agrees that neither it nor any of its Subsidiaries nor any of their respective directors, the officers and directors of it or employees its Subsidiaries shall, and that it shall direct its Subsidiaries and its and its Subsidiaries’ agents and representatives and use its reasonable best efforts to cause its and its Subsidiaries’ employees, agents and representatives (including any investment banker, attorney or accountant retained by it or any of its Subsidiaries) not to, directly or indirectly, (i) initiate, solicit or knowingly encourage or knowingly facilitate any inquiries or the making of any proposal or offer with respect to a merger, reorganization (including an Alternate Plan), share exchange, consolidation or similar transaction involving (directly or indirectly)to, or any purchase (directly or though a proposed investment in Equity Securitiestransaction that could reasonably be expected to lead to, debt securities or claims of creditors) of 10% or more of the Transferred Assets Related to the Business or of the outstanding Equity Securities of Seller or any of its Affiliates directly or indirectly owning Assets Related to the Business (any such proposal or offer being hereinafter referred to as an “Acquisition Proposal” and , (ii) have any such transaction, an “Acquisition”); provided, however, that the foregoing shall not restrict Seller from renewing the “exit financing” of the Debtors on substantially the same terms as in effect as of March 31, 2005. Seller further agrees that neither it nor any of its Subsidiaries nor any of their respective directors, officers or employees shall, and that it shall direct its Subsidiaries and its and its Subsidiaries’ agents and representatives and use its best efforts to cause its and its Subsidiaries’ agents and representatives (including any investment banker, attorney or accountant retained by it or any of its Subsidiaries) not to, directly or indirectly, engage in any negotiations concerning, discussions with or provide any confidential information or data to or have any discussions with any Person person relating to, to an Acquisition Proposal, or otherwise engage in any negotiations concerning an Acquisition Proposal, or knowingly facilitate any effort or attempt to make or implement an Acquisition Proposal, (iii) approve or recommend, or propose to approve or recommend, any Acquisition Proposal or (iv) approve or recommend, or propose to approve or recommend, or execute or enter into, any letter of intent, agreement in principle, merger agreement, asset purchase or share exchange agreement, option agreement or other similar agreement related to any Acquisition Proposal or propose or agree to do any of the foregoing. Seller agrees that it will take Notwithstanding the necessary steps to promptly inform the Persons referred to in the first sentence foregoing provisions of this Section 5.10 7.4(a), in the event that, prior to obtaining the Required Hxxxxx United Vote and the Additional Votes, Hxxxxx United receives an unsolicited bona fide Acquisition Proposal and the Hxxxxx United Board concludes in good faith that such Acquisition Proposal constitutes or could reasonably be expected to lead to a Superior Proposal, Hxxxxx United may, and may permit its Subsidiaries and its and their Representatives to, furnish or cause to be furnished confidential information or data to the third party making such Acquisition Proposal and participate in negotiations or discussions with such third party regarding such Acquisition Proposal to the extent that the Hxxxxx United Board concludes in good faith (after consultation with its outside counsel) that failure to take such actions would result in a violation of its fiduciary duties under applicable law, provided that prior to providing (or causing to be provided) any confidential information or data permitted to be provided pursuant to this sentence, Hxxxxx United shall have entered into a confidentiality agreement with such third party on terms no less favorable to Hxxxxx United than the obligations undertaken in Confidentiality Agreement, and provided further that Hxxxxx United also shall provide to TD Banknorth a copy of any such confidential information or data that it is providing to any third party pursuant to this Section 5.10 and 7.4 to cause them the extent not previously provided or made available to cease immediately any current activities that are inconsistent with this Section 5.10. Notwithstanding the foregoing, nothing contained in this Agreement shall prevent Seller or its board of directors (the “Board”) from:TD Banknorth.

Acquisition Proposals. Except as otherwise provided in this Section 5.10, Seller The Company agrees that neither it nor any of its Subsidiaries nor any of their respective directors, the officers and directors of it or employees its Subsidiaries shall, and that it shall direct its Subsidiaries and its and its Subsidiaries’ agents and representatives and use its reasonable best efforts to cause its and its Subsidiaries’ ' employees, agents and representatives (including any investment banker, attorney or accountant retained by it or any of its Subsidiaries) not to, directly or indirectly, initiate, solicit solicit, encourage or encourage knowingly facilitate (including by way of furnishing information) any inquiries or the making of any proposal or offer with respect to a merger, reorganization (including an Alternate Plan)reorganization, share exchange, consolidation consolidation, business combination, recapitalization, liquidation, dissolution or similar transaction involving (directly or indirectly)it, or any purchase or sale of the consolidated assets (directly or though a proposed investment in Equity Securities, debt securities or claims including without limitation stock of creditorsSubsidiaries) of 10the Company and its Subsidiaries, taken as a whole, having an aggregate value equal to 15% or more of the Transferred Assets Related to the Business or market capitalization of the outstanding Equity Securities of Seller Company, or any purchase or sale of, or tender or exchange offer for, 15% or more of its Affiliates directly or indirectly owning Assets Related to the Business equity securities of the Company (any such proposal or offer (other than a proposal or offer made by the other party or an affiliate thereof) being hereinafter referred to as an “"Acquisition Proposal” and any such transaction, an “Acquisition”"); provided, however, that the foregoing shall not restrict Seller from renewing the “exit financing” of the Debtors on substantially the same terms as in effect as of March 31, 2005. Seller The Company further agrees that neither it nor any of its Subsidiaries nor any of their respective directors, the officers and directors of it or employees its Subsidiaries shall, and that it shall direct its Subsidiaries and its and its Subsidiaries’ agents and representatives and use its reasonable best efforts to cause its and its Subsidiaries’ ' employees, agents and representatives (including any investment banker, attorney or accountant retained by it or any of its Subsidiaries) not to, directly or indirectly, engage in have any negotiations concerning, discussion with or provide any confidential information or data to or have any discussions with any Person relating to, to an Acquisition Proposal, or otherwise engage in any negotiations concerning an Acquisition Proposal, or knowingly facilitate any effort or attempt to make or implement an Acquisition Proposal or (subject to Section 7.1(h)) accept an Acquisition Proposal. Seller Notwithstanding anything in this Agreement to the contrary, the Company and the Company's Board of Directors shall be permitted to (A) to the extent applicable, comply with Rule 14d-9 and Rule 14e-2 promulgated under the Exchange Act with regard to an Acquisition Proposal, (B) effect a Change in the Company Recommendation, or (C) engage in any discussions or negotiations with, or provide any information to, any Person in response to an unsolicited bona fide written Acquisition Proposal by any such Person, if and only to the extent that, with respect to the actions contemplated by clauses (B) or (C), (i) the Company's Stockholders Meeting shall not have occurred, (ii) (x) in the case of clause (B) above, (I) such change is permitted by clause (y) of the second proviso of the first sentence of Section 5.1(b) or (II) the Company has received an unsolicited bona fide written Acquisition Proposal from a third party and the Company's Board of Directors concludes in good faith that such Acquisition Proposal constitutes a Superior Proposal (as defined in Section 8.11) and (y) in the case of clause (C) above, the Company's Board of Directors concludes in good faith that there is a reasonable likelihood that such Acquisition Proposal could result in a Superior Proposal, (iii) in the case of clause (C) above, prior to providing any information or data to any Person in connection with an Acquisition Proposal by any such Person, the Company's Board of Directors receives from such Person an executed confidentiality agreement containing terms at least as stringent as those contained in Section 5.2 and (iv) in the case of clause (C) above, prior to providing any information or data to any Person or entering into discussions or negotiations with any Person, the Company notifies Parent promptly of such inquiries, proposals or offers received by, any such information requested from, or any such discussions or negotiations sought to be initiated or continued with, any of its representatives indicating, in connection with such notice, the name of such Person and the material terms and conditions of any inquiries, proposals or offers. The Company agrees that it will take promptly keep Parent informed of the necessary steps status and terms of any such proposals or offers and the status and terms of any such discussions or negotiations. The Company agrees that it will, and will cause its officers, directors and representatives to, immediately cease and cause to be terminated any activities, discussions or negotiations existing as of the date of this Agreement with any parties conducted heretofore with respect to any Acquisition Proposal. The Company agrees that it will use reasonable best efforts to promptly inform the Persons referred to in the first sentence of this Section 5.10 its directors, officers, key employees, agents and representatives of the obligations undertaken in this Section 5.10 and to cause them to cease immediately any current activities that are inconsistent with 5.4. Nothing in this Section 5.10. Notwithstanding 5.4 shall (x) permit Parent or the foregoing, nothing contained in Company to terminate this Agreement shall prevent Seller (except as specifically provided in Article VII hereof) or its board (y) affect any other obligation of directors (Parent or the “Board”) from:Company under this Agreement.

Acquisition Proposals. Except as otherwise provided in this Section 5.10, Seller 5.8.(a) Percon agrees that neither it nor any of its Subsidiaries nor any of their respective directors, officers or employees subsidiaries shall, and that it shall direct its Subsidiaries and its and its Subsidiaries’ agents and representatives and use its best efforts to cause its and its Subsidiaries’ subsidiaries, employees, agents and representatives (including any investment banker, attorney or accountant retained by it or any of its Subsidiariessubsidiaries) (Percon, its subsidiaries and their officers, directors, employees, agents and representatives being the "Percon Representatives") not to, directly or indirectly, initiate, solicit solicit, encourage or encourage otherwise facilitate any inquiries or the making of any proposal or offer with respect to a merger, reorganization (including an Alternate Plan)reorganization, share exchange, consolidation or similar transaction involving (directly or indirectly)involving, or any purchase (directly of, or though a proposed investment in Equity Securitiestender offer for, debt securities or claims of creditors) of 10% or more any of the Transferred Assets Related to the Business or assets of the outstanding Equity Securities of Seller it or any of its Affiliates directly subsidiaries or indirectly owning Assets Related its voting securities if, as a result of such transaction, (i) the shareholders of Percon would not hold more than ninety-five percent (95%) of the voting securities of the surviving corporation or its ultimate parent, (ii) the directors of Percon immediately prior to completion of such transaction would not constitute at least two-thirds of the Business board of directors of the surviving corporation or its ultimate parent immediately following the completion of such transaction, or (iii) another person would acquire material assets of Percon and/or its subsidiaries (any such proposal or offer being hereinafter referred to as an “a "Percon Acquisition Proposal” and any such transaction, an “Acquisition”"); provided, however, that the foregoing shall not restrict Seller from renewing the “exit financing” of the Debtors on substantially the same terms as in effect as of March 31, 2005. Seller further agrees that neither it Neither Percon nor any of its Subsidiaries nor any of their respective directors, officers or employees subsidiaries shall, and that it Percon shall direct its Subsidiaries and its and its Subsidiaries’ agents and representatives and use its best efforts to cause its and its Subsidiaries’ agents and representatives (including any investment banker, attorney or accountant retained by it or any of its Subsidiaries) the Percon Representatives not to, directly or indirectly, engage in have any negotiations concerning, discussion with or provide any confidential information or data to any person relating to a Percon Acquisition Proposal or have engage in any discussions with any Person relating to, an negotiations concerning a Percon Acquisition Proposal, or otherwise facilitate any effort or attempt to make or implement an a Percon Acquisition Proposal. Seller agrees ; provided, however, that it will take the necessary steps to promptly inform the Persons referred to in the first sentence of this Section 5.10 of the obligations undertaken in this Section 5.10 and to cause them to cease immediately any current activities that are inconsistent with this Section 5.10. Notwithstanding the foregoing, nothing contained in this Agreement shall prevent Seller either Percon or the Percon Representatives from (A) complying with Rule 14e-2 promulgated under the Exchange Act with regard to a Percon Acquisition Proposal; (B) engaging in any discussions or negotiations with or providing any information to any person in response to an unsolicited bona fide written Percon Acquisition Proposal by any such person; or (C) recommending such an unsolicited bona fide written Percon Acquisition Proposal to the shareholders if in such case referred to in clause (B) or (C), (1) the Board of Directors of Percon at a meeting determines in good faith (upon the advice of its board financial advisor) that such Percon Acquisition Proposal is reasonably likely to be completed taking into account all legal, financial, regulatory and other aspects of directors the proposal and the person making the proposal, and would, if consummated, result in a transaction more favorable to Percon's shareholders from a financial point of view than the transaction contemplated by this Agreement (any such more favorable Percon Acquisition Proposal being referred to in this Agreement as a "Superior Percon Proposal"), (2) the “Board”Board of Directors of Percon at a meeting determines in good faith upon the advice of outside legal counsel that such action is necessary for the Board of Directors to comply with its fiduciary duty under applicable law and (3) from:Percon (I) promptly advises PSC that it has received a Superior Percon Proposal, (II) promptly discloses to PSC the material terms of the Superior Percon Proposal, and (III) promptly (and in any event before providing information) causes the offering party to enter into a confidentiality and standstill agreement substantially in the form of the Confidentiality Agreement (as defined in Section 5.9) (provided that such confidentiality agreement shall not contain terms that prevent Percon from complying with its obligations under this Section 5.8), and (IV) promptly (and in any event upon the request of PSC) advises PSC of any material developments with respect to the Superior Percon Proposal.

Acquisition Proposals. Except as otherwise provided in this Section 5.10, Seller The Company agrees that neither it nor any of its Subsidiaries nor any of their respective directors, the officers and directors of it or employees its Subsidiaries shall, and that it shall direct its Subsidiaries and its and its Subsidiaries’ agents and representatives and use its best efforts to cause its and its Subsidiaries’ ' employees, agents and representatives (including any investment banker, attorney or accountant retained by it or any of its Subsidiaries) not to, directly or indirectly, initiate, solicit solicit, encourage or encourage otherwise facilitate any inquiries or the making of any proposal or offer with respect to a merger, reorganization (including an Alternate Plan), share exchangereorganization, consolidation or similar transaction involving (directly or indirectly)involving, or any purchase (directly of all or though a proposed investment in Equity Securities, debt securities or claims of creditors) of 10% or more any significant portion of the Transferred Assets Related to the Business or of the outstanding Equity Securities of Seller assets or any equity securities of its Affiliates directly or indirectly owning Assets Related to the Business (any such proposal or offer being hereinafter referred to as an “"Acquisition Proposal” "), it or any of its Subsidiaries (it being understood and agreed that any such transaction, an “Acquisition”); provided, however, that action permitted under the foregoing exception in the next sentence shall not restrict Seller from renewing the “exit financing” of the Debtors on substantially the same terms as in effect as of March 31be deemed a prohibited initiation, 2005solicitation, encouragement or facilitation hereunder). Seller The Company further agrees that neither it nor any of its Subsidiaries nor any of their respective directors, the officers and directors of it or employees its Subsidiaries shall, and that it shall direct its Subsidiaries and its and its Subsidiaries’ agents and representatives and use its best efforts to cause its and its Subsidiaries’ ' employees, agents and representatives (including any investment banker, attorney or accountant retained by it or any of its Subsidiaries) not to, directly or indirectly, except to the extent legally required for the discharge by the Board of its fiduciary duties as advised by outside counsel, engage in any negotiations concerning, or provide any confidential information or data to to, or have any discussions with with, any Person relating to, to an Acquisition ProposalProposal with respect to it or any of its Subsidiaries, or otherwise facilitate any effort or attempt to make or implement an Acquisition ProposalProposal with respect to it or any of its Subsidiaries or any of their businesses. Seller The Company agrees that it will take immediately cease and cause to be terminated any existing activities, discussions or negotiations with any parties conducted heretofore with respect to any of the necessary steps foregoing it being understood however that resumption of any such activities, discussions or negotiations shall not violate this provision to the extent legally required for the discharge by the Board of its fiduciary duties, as advised by outside counsel. The Company agrees that it will use its reasonable best efforts to promptly inform the Persons individuals or entities referred to in the first sentence of this Section 5.10 7.2 of the obligations undertaken in this Section 5.10 and 7.2. The Company agrees that it will notify Praxair immediately if (i) any such inquiries, proposals or offers are received by, any such information is requested from, or any such negotiations or discussions are sought to cause them to cease immediately any current activities that are inconsistent be initiated or continued with this Section 5.10. Notwithstanding the foregoing, nothing contained in this Agreement shall prevent Seller it or its board Subsidiaries or (ii) the Company determines that it is legally required for the discharge by the Board of directors (its fiduciary duties as advised by outside counsel to deliver such information or to enter into such negotiations or discussions. The Company also agrees that it will promptly request each Person that has heretofore executed any confidentiality agreement in connection with the “Board”) from:consideration of an Acquisition Proposal with respect to the Company or any of its Subsidiaries or any of their businesses to return all confidential information heretofore furnished to such Person by or on behalf of it or any of its Subsidiaries.

Acquisition Proposals. Except as otherwise provided in this Section 5.10, Seller The Company agrees that neither it nor any of its Subsidiaries subsidiaries nor any of their respective directors, its executive officers or employees directors shall, and that it shall direct its Subsidiaries and its and its Subsidiaries’ agents and representatives and use its best efforts to cause its non-executive officers and its Subsidiaries’ subsidiaries' employees, agents and representatives (including any investment banker, attorney or accountant retained by it or any of its Subsidiariessubsidiaries) not to, directly or indirectly, (a) initiate, solicit solicit, knowingly encourage or encourage otherwise facilitate any inquiries or the making of any proposal or offer with respect to a merger, reorganization (including an Alternate Plan)reorganization, share exchange, consolidation or similar transaction involving (directly or indirectly)involving, or any purchase (directly of all or though a proposed investment in Equity Securities, debt securities any significant portion of the assets or claims of creditors) of 105% or more of the Transferred Assets Related to equity securities of, the Business or of the outstanding Equity Securities of Seller Company or any of its Affiliates directly subsidiaries (any such transaction or indirectly owning Assets Related purchase being hereinafter referred to as an "Acquisition Transaction") that, in any such case, could reasonably be expected to lead to a breach of this Agreement or otherwise interfere with the Business completion of the Offer or Merger contemplated by this Agreement (any such proposal or offer being hereinafter referred to as an “"Acquisition Proposal” and ") or (b) have any such transaction, an “Acquisition”); provided, however, that the foregoing shall not restrict Seller from renewing the “exit financing” of the Debtors on substantially the same terms as in effect as of March 31, 2005. Seller further agrees that neither it nor any of its Subsidiaries nor any of their respective directors, officers or employees shall, and that it shall direct its Subsidiaries and its and its Subsidiaries’ agents and representatives and use its best efforts to cause its and its Subsidiaries’ agents and representatives (including any investment banker, attorney or accountant retained by it or any of its Subsidiaries) not to, directly or indirectly, engage in any negotiations concerning, discussion with or provide any confidential information or data to any person relating to an Acquisition Proposal or have engage in any discussions with any Person relating to, negotiations concerning an Acquisition Proposal, or otherwise facilitate any effort or attempt to make or implement an Acquisition Proposal. Seller agrees ; provided, however, that it will take the necessary steps to promptly inform the Persons referred to in the first sentence of this Section 5.10 of the obligations undertaken in this Section 5.10 and to cause them to cease immediately any current activities that are inconsistent with this Section 5.10. Notwithstanding the foregoing, nothing contained in this Agreement shall prevent Seller the Company or the Board of Directors from (A) complying with Rule 14e-2 promulgated under the Exchange Act with regard to an Acquisition Proposal; (B) engaging in any discussions or negotiations with or providing any information to, any person in response to an unsolicited bona fide written Acquisition Proposal by any such person (including a new and unsolicited Acquisition Proposal received by the Company after execution of this Agreement from a person or entity whose initial contact with the Company may have been solicited by the Company prior to the execution of this Agreement); or (C) recommending such an unsolicited bona fide written Acquisition Proposal to the stockholders of the Company, if and only to the extent that, in such case referred to in clause (B) or (C), (i) the Board of Directors concludes in good faith (after consultation with its board of directors (the “Board”financial advisors) from:that such Acquisition 14

Acquisition Proposals. Except as otherwise provided in this Section 5.10, Seller agrees The Target and each Major Shareholder agree that neither it the Target nor any of its Subsidiaries nor any of their the respective officers, directors, officers agents, employees or employees shall, and that it shall direct representatives of the Target or any of its Subsidiaries and its and its Subsidiaries’ agents and representatives and use its best efforts to cause its and its Subsidiaries’ agents and representatives (including including, without limitation, any investment banker, attorney or accountant retained by it the Target or any of its Subsidiaries) nor any of the Major Shareholders (whether or not toacting on behalf of the Target) shall initiate, solicit or encourage, directly or indirectly, initiate, solicit or encourage any inquiries or the making of any proposal or offer to the Target or any Subsidiary or any of the shareholders of the Target with respect to a merger, reorganization (including an Alternate Plan), share exchange, consolidation or similar transaction involving (directly or indirectly)involving, or any purchase (directly of all or though a proposed investment in Equity Securities, debt securities or claims of creditors) of 10% or more any significant portion of the Transferred Assets Related to assets or any equity securities of, the Business or of the outstanding Equity Securities of Seller Target or any of its Affiliates directly or indirectly owning Assets Related to the Business Subsidiaries (any such proposal or offer being hereinafter referred to as an “"Acquisition Proposal” and any such transaction") or, an “Acquisition”); provided, however, that except to the foregoing shall not restrict Seller from renewing extent legally required for the “exit financing” discharge by the board of directors of the Debtors on substantially the same terms as in effect as of March 31, 2005. Seller further agrees that neither it nor any Target of its Subsidiaries nor any of their respective directors, officers or employees shall, and that it shall direct its Subsidiaries and its and its Subsidiaries’ agents and representatives and use its best efforts to cause its and its Subsidiaries’ agents and representatives (including any investment banker, attorney or accountant retained fiduciary duties as advised in writing by it or any of its Subsidiaries) not to, directly or indirectlycounsel, engage in any negotiations concerning, or provide any confidential information or data to to, or have any discussions with with, any Person relating to, to an Acquisition Proposal, or otherwise facilitate any effort or attempt to make or implement an Acquisition Proposal. Seller agrees that it will The Target shall immediately cease and cause to be terminated any existing activities, discussions or negotiations with any parties conducted heretofore with respect to any of the foregoing. The Target shall take the necessary steps to promptly inform the Persons individuals or entities referred to in the first sentence of this Section 5.10 hereof of the obligations undertaken in this Section 5.10 and 5(h). The Target will notify the Acquiror immediately if any inquiries or proposals relating to cause them an actual or potential Acquisition Proposal are received by, any such information is requested from, or any such negotiations or discussions are sought to cease immediately be initiated or continued with the Target or any current activities that are inconsistent of its Subsidiaries. The Target also will promptly request each person which has heretofore executed a confidentiality agreement in connection with this Section 5.10. Notwithstanding its consideration of acquiring the foregoing, nothing contained in this Agreement shall prevent Seller Target and/or any of its Subsidiaries to return all Confidential Information heretofore furnished to such person by or its board on behalf of directors (the “Board”) from:Target.

Acquisition Proposals. Except From the date of this Agreement until the Initial Closing Date or, if earlier, the termination of this Agreement, LBHI and Seller agree that, except as otherwise provided expressly permitted hereunder (including in this connection with a sale pursuant to Section 5.1012.3) or as requested by the Buyer Parties, none of the Xxxxxx Entities, Seller agrees that neither it nor any of its Subsidiaries nor any of and their respective directorsRepresentative or Affiliates will, officers or employees shall, and that it shall direct its Subsidiaries and its and its Subsidiaries’ agents and representatives and use its best efforts to cause its and its Subsidiaries’ agents and representatives (including any investment banker, attorney or accountant retained by it or any of its Subsidiariesa) not to, directly or indirectlysolicit, initiate, solicit seek, entertain, encourage, facilitate, support or encourage induce the making, submission or announcement by any inquiries or the making Person of any inquiry, expression of interest, proposal or offer with respect to a merger, reorganization (including an Alternate Plan), share exchange, consolidation or similar transaction involving (directly or indirectly)that constitutes, or could reasonably be expected to lead to the acquisition by any purchase Person (directly or though a proposed investment in Equity Securities, debt securities or claims of creditorsother than the Buyer Parties and their respective Affiliates and Representatives) of 10% or more any of the Transferred Assets Related or Transferred Subsidiary Assets or any Equity Interests in Seller or the Archstone Entities, (b) enter into, participate in, maintain or continue any communications (except solely to provide written notice as to the Business existence of these exclusivity provisions) or negotiations regarding, or deliver or make available to any Person any information with respect to, or take any other action regarding, any inquiry, expression of the outstanding Equity Securities of Seller or any of its Affiliates directly or indirectly owning Assets Related to the Business (any such interest, proposal or offer being hereinafter referred that constitutes, or could reasonably be expected to as an “Acquisition Proposal” lead to, the acquisition by any Person (other than the Buyer Parties and their respective Affiliates and Representatives) of any such transaction, an “Acquisition”); provided, however, that the foregoing shall not restrict Seller from renewing the “exit financing” of the Debtors on substantially Transferred Assets or Transferred Subsidiary Assets or any Equity Interests in Seller or the same terms as in effect as of March 31Archstone Entities, 2005. Seller further agrees that neither it nor (c) agree to, accept, approve, endorse or recommend any of its Subsidiaries nor transaction related to the acquisition by any of Person (other than the Buyer Parties and their respective directorsAffiliates and Representatives) of the Transferred Assets or Transferred Subsidiary Assets or any Equity Interests in Seller or the Archstone Entities, officers or employees shall(d) enter into any letter of intent or any other contract contemplating or otherwise relating to the acquisition by any Person (other than the Buyer Parties and their respective Affiliates and Representatives) of the Transferred Assets or Transferred Subsidiary Assets or any Equity Interests in Seller or the Archstone Entities. As of the date of this Agreement, and that it shall direct its Subsidiaries and its and its Subsidiaries’ agents and representatives and use its best efforts to cause its and its Subsidiaries’ agents and representatives except as expressly permitted hereunder (including in connection with a sale pursuant to Section 12.3) or as requested by the Buyer Parties, LBHI and Seller agree to (i) immediately cease and cause to be terminated any investment banker, attorney existing discussions or accountant retained by it or any of its Subsidiaries) not to, directly or indirectly, engage in any negotiations concerning, or provide any confidential information or data to or have any discussions with any Person relating to, an Acquisition Proposal, or otherwise facilitate (other than the Buyer Parties and their respective Affiliates and Representatives) conducted prior to the date hereof with respect to the acquisition by any effort or attempt to make or implement an Acquisition Proposal. Seller agrees that it will take Person (other than the necessary steps to promptly inform the Persons referred to in the first sentence of this Section 5.10 Buyer Parties and their respective Affiliates and Representatives) of the obligations undertaken Transferred Assets or Transferred Subsidiary Assets or any Equity Interests in this Section 5.10 and to cause them to cease immediately any current activities that are inconsistent with this Section 5.10. Notwithstanding the foregoing, nothing contained in this Agreement shall prevent Seller or its board the Archstone Entities, and (ii) terminate any negotiations or discussions under any confidentiality, non-disclosure, document and information access and/or other agreements (other than any such agreement with the Buyer Parties and/or their respective Affiliates and Representatives) with respect to the sale of directors (the “Board”) from:Transferred Assets or Transferred Subsidiary Assets or any Equity Interests in Seller or the Archstone Entities.

Acquisition Proposals. Except as otherwise provided in this Section 5.10The Company will not, Seller agrees that neither it nor and will not permit or cause any of its Subsidiaries nor or any of their respective directors, its or its Subsidiaries officers or employees shalldirectors to, and that it shall direct its Subsidiaries and its and its Subsidiaries’ agents and representatives and use its best efforts to cause its and its Subsidiaries’ agents and representatives ' Representatives (including any investment banker, attorney or accountant retained by it or any of its Subsidiariesas defined in Section 6.6(a)(i)) not to, directly or indirectly, initiate, solicit solicit, encourage or encourage otherwise facilitate any inquiries or the making of any proposal or offer with respect to a merger, reorganization (including an Alternate Plan)reorganization, share exchange, consolidation consolidation, business combination, recapitalilzation or similar transaction involving (directly or indirectly)involving, or any purchase (directly or though a proposed investment in Equity Securities, debt securities or claims of creditors) of 1015% or more of the Transferred Assets Related to assets or any equity securities of, the Business or of the outstanding Equity Securities of Seller Company or any of its Affiliates directly or indirectly owning Assets Related to the Business Subsidiaries (any such proposal or offer being hereinafter referred to as an “"Acquisition Proposal” "). The Company will not, and any such transaction, an “Acquisition”); provided, however, that the foregoing shall will not restrict Seller from renewing the “exit financing” of the Debtors on substantially the same terms as in effect as of March 31, 2005. Seller further agrees that neither it nor permit or cause any of its Subsidiaries nor or any of their respective directors, its or its Subsidiaries officers or employees shalldirectors to, and that it shall direct its Subsidiaries and its and its Subsidiaries’ agents and representatives and use its best efforts to cause its and its Subsidiaries’ agents and representatives ' Representatives (including any investment banker, attorney or accountant retained by it or any of its Subsidiaries) not to, directly or indirectly, engage in any negotiations concerning, or provide any confidential information or data to to, or have any discussions with with, any Person relating to, to an Acquisition Proposal, whether made before or after the date of this Agreement, or otherwise facilitate any effort or attempt to make or implement an Acquisition Proposal (including, without limitation, by means of an amendment to the Rights Agreement); provided, however, that nothing contained in this Agreement shall prevent the Company or its board of directors from: (i) complying with Rule 14e-2 promulgated under the Exchange Act with regard to an Acquisition Proposal or (ii) at any time prior to the approval of the Merger by the Company Requisite Vote (A) providing information in response to a request therefor by a Person who has made an unsolicited bona fide written Acquisition Proposal if the board of directors receives from the Person so requesting such information an executed confidentiality agreement on terms substantially equivalent to those contained in the Confidentiality Agreement (as defined in Section 9.7); (B) engaging in any negotiations or discussions with any Person who has made an unsolicited bona fide written Acquisition Proposal or (C) recommending such an Acquisition Proposal to the stockholders of the Company, if and only to the extent that, in the case of clauses (A), (B) and (C) above, (i) the board of directors of the Company determines in good faith, after consultation with and receipt of advice of outside legal counsel, that such action is required in order for its directors to comply with their respective fiduciary duties under applicable law and (ii) the board of directors of the Company determines in good faith (after consultation with its financial advisor) that such Acquisition Proposal, if accepted, is reasonably likely to be consummated, taking into account all legal, financial and regulatory aspects of the proposal and the Person making the proposal, and would, if consummated, result in a more favorable transaction than the transaction contemplated by this Agreement (any such Acquisition Proposal being referred to in this Agreement as a "Superior Proposal"). Seller The Company will immediately cease and cause to be terminated any existing activities, discussions or negotiations with any parties conducted heretofore with respect to any of the foregoing. The Company agrees that it will take the necessary steps to promptly inform the Persons individuals or entities referred to in the first sentence of this Section 5.10 hereof of the obligations undertaken in this Section 5.10 6.2 and in the Confidentiality Agreement. The Company will notify Parent promptly, but in any event not later than one day following receipt, if any such inquiries, proposals or offers are received by, any such information is requested from, or any such discussions or negotiations are sought to cause them be initiated or continued with, any of its Representatives indicating, in connection with such notice, the name of such Person and the material terms and conditions of any proposals or offers and thereafter shall keep Parent informed, on a current basis, of the status and terms of any such proposals or offers and the status of any such negotiations or discussions. The Company also will promptly request each Person that has heretofore executed a confidentiality agreement in connection with its consideration of an Acquisition Proposal to cease immediately return or dispose of all confidential information heretofore furnished to such Person by or on behalf of it or any current activities that are inconsistent of its Subsidiaries in accordance with this Section 5.10. Notwithstanding the foregoing, nothing contained in this Agreement shall prevent Seller or its board of directors (the “Board”) from:such agreement.

Acquisition Proposals. Except as otherwise provided in this Section 5.10, Seller (a) Stratex agrees that neither it nor any of its Subsidiaries nor any of their respective officers, directors, officers or employees shallemployees, and that it shall direct its Subsidiaries and its and its Subsidiaries’ agents and representatives and use its best efforts to cause its and its Subsidiaries’ agents and representatives (any such Persons, including any investment banker, attorney or accountant retained by it or any of its Subsidiariesaccountant, a “Representative”) not toshall, directly or indirectly, initiate, solicit solicit, encourage or encourage facilitate any inquiries or the making or implementation of any proposal or offer with respect to (i) a merger, reorganization (including an Alternate Plan)consolidation, share exchange, consolidation reorganization or similar other business combination transaction involving Stratex, (directly ii) any acquisition of any equity or indirectly), other ownership interests in Stratex or any purchase (directly or though a proposed investment of its Subsidiaries representing, in Equity Securitiesthe aggregate, debt securities or claims of creditors) of 1015% or more of the Transferred Assets Related to the Business total voting power or economic interest of all of the outstanding Equity Securities equity or other ownership interest in Stratex or an economic interest of Seller equivalent value in any Subsidiary of Stratex or (iii) any acquisition of assets of Stratex or any of its Affiliates directly Subsidiaries representing 15% or indirectly owning Assets Related to more of the Business total assets of Stratex and its Subsidiaries, taken as a whole (any such inquiry, proposal or offer being hereinafter referred to as an “Acquisition Proposal” and any such transaction, an “Acquisition”); provided, however, that the foregoing shall not restrict Seller from renewing the “exit financing” of the Debtors on substantially the same terms as in effect as of March 31, 2005. Seller Stratex further agrees that neither it nor any of its Subsidiaries nor any of their respective directors, officers or employees Representatives shall, and that it shall direct its Subsidiaries and its and its Subsidiaries’ agents and representatives and use its best efforts to cause its and its Subsidiaries’ agents and representatives (including any investment banker, attorney or accountant retained by it or any of its Subsidiaries) not to, directly or indirectly, engage in any negotiations concerning, or provide any confidential or non public information or data to to, or have engage or participate in any discussions with or negotiations with, any Person relating to, to an Acquisition Proposal, or otherwise encourage or facilitate any effort or attempt by any Person, in each case, other than Hxxxxx, Newco or Merger Sub, to make or implement an Acquisition Proposal. Seller agrees ; provided, however, that it will take the necessary steps to promptly inform the Persons referred to in the first sentence of this Section 5.10 of the obligations undertaken in this Section 5.10 and to cause them to cease immediately any current activities that are inconsistent with this Section 5.10. Notwithstanding the foregoing, nothing contained in this Agreement shall prevent Seller Stratex or the Stratex Board from (i) complying with its board disclosure obligations under Sections 14d-9 and 14e-2 of directors the Exchange Act and the rules thereunder with regard to an Acquisition Proposal or making any disclosures to holders of Stratex Common Stock that the Stratex Board determines in good faith (after consultation with outside counsel) that the Stratex Board is required to make in order to comply with its fiduciary duties to the holders of Stratex Common Stock under the DGCL (but if any disclosure made to effect such compliance has the substantive effect of withdrawing, or modifying or qualifying in any manner adverse to Hxxxxx, the Board Recommendation or Board Approval or recommending or approving another Acquisition Proposal (each, a “BoardChange In Recommendation”), Hxxxxx shall have the right to terminate this Agreement pursuant to Section 11.1(c)) or (ii) at any time prior to, but not after, the Stratex Requisite Vote is obtained: (A) providing confidential or non public information in response to a request therefor by a Person who has made an unsolicited bona fide written Acquisition Proposal (assuming, for this purpose only, that all references to “15% or more” in the definition of such term were changed to “a majority”) from:which did not result from a breach of this Section 9.1 (a “Qualifying Acquisition Proposal”); (B) engaging or participating in any discussions or negotiations with any Person who has made a Qualifying Acquisition Proposal; or (C) approving or recommending to the holders of shares of Stratex Common Stock a Qualifying Acquisition Proposal (or agreeing to take any such action), if and only to the extent that, (1) in the case of any action described in clause (A), (B) or (C) above, after consulting with outside legal counsel the Stratex Board determines in good faith that failing to take such action would constitute a breach by the directors of Stratex of their fiduciary duties under applicable Law; (2) prior to taking any action described in clause (A) or (B) above, Stratex and the other Person referred to in such clauses execute and deliver a written confidentiality agreement on terms substantially similar to those contained in the Confidentiality Agreement; (3) in the case of any action described in clause (B) or (C) above, the Stratex Board determines in good faith and after consulting with its financial advisors and outside counsel that the Qualifying Acquisition Proposal referred to in such clauses is (x) more favorable from a financial point of view to Stratex’s stockholders than the Transactions after taking into account any Revised Terms offered by Hxxxxx before such action is taken and all other relevant factors (including but not limited to the probability that such Qualifying Acquisition Proposal will be consummated and the time required to effect such consummation) and (y) reasonably likely to be consummated taking into account all legal, financial, regulatory (including, without limitation, any antitrust or competition approvals or non objections) and other relevant factors (any such Qualifying Acquisition Proposal, a “Superior Proposal”) or, in the case of clause (A) or clause (B) only, is reasonably likely to lead to a Superior Proposal; (4) before taking any of the actions described in clause (B) or (C) above, Stratex shall have provided written notice to Hxxxxx of Stratex’s or the Stratex Board’s intention to take such action, at least five (5) Business Days (in the case of the first Qualifying Acquisition Proposal made by such Person) or one (1) Business Day (in the case of any subsequent Qualifying Acquisition Proposal made by such Person) shall have elapsed since the date on which Hxxxxx received such notice and Stratex shall have complied with the provisions of Section 9.1(c). Any determination required or permitted to be made by the Stratex Board after the date of this Agreement under this Agreement shall be sufficient if approved by a majority of the total number of members thereof at a meeting duly called and held and at which a quorum was present and acting throughout.

Acquisition Proposals. Except as otherwise provided in this Section 5.10, Seller The Company agrees that neither it nor any of its Subsidiaries nor any of their respective directors, the officers and directors of it or employees its Subsidiaries shall, and that it shall direct its Subsidiaries and its and its Subsidiaries’ agents and representatives and use its best efforts to cause its and its Subsidiaries’ employees, agents and representatives Representatives (including any investment banker, attorney or accountant retained by it or any of its Subsidiaries) not to, directly or indirectly, initiate, solicit or encourage any inquiries or the making of any proposal or offer with respect to a merger, reorganization (including an Alternate Plan)reorganization, share exchange, consolidation or similar transaction involving (directly or indirectly)involving, or any purchase (directly of all or though a proposed investment in Equity Securities, debt securities or claims of creditors) of 1015% or more of the Transferred Assets Related to the Business assets of it and its Subsidiaries, taken as a whole, or 15% or more of the outstanding Equity Securities equity securities of Seller it or any of its Affiliates directly or indirectly owning Assets Related to the Business Subsidiaries (any such proposal or offer being hereinafter referred to as an “Acquisition Proposal” and any such transaction, an “Acquisition”); provided, however, that the foregoing shall not restrict Seller from renewing the “exit financing” of the Debtors on substantially the same terms as in effect as of March 31, 2005. Seller The Company further agrees that neither it nor any of its Subsidiaries nor any of their respective directors, the officers and directors of it or employees its Subsidiaries shall, and that it shall direct its Subsidiaries and its and its Subsidiaries’ agents and representatives and use its best efforts to cause its and its Subsidiaries’ employees, agents and representatives (including any investment banker, attorney or accountant retained by it or any of its Subsidiaries) not to, directly or indirectly, engage in any negotiations concerning, or provide any confidential information or data to to, or have any discussions with with, any Person relating to, to an Acquisition Proposal, or otherwise facilitate any effort or attempt to make or implement an Acquisition Proposal; provided, however, that nothing contained in this Agreement shall prevent the Company or its Board of Directors from (i) complying with its disclosure obligations under U.S. federal or state law with regard to an Acquisition Proposal; and (ii) at any time prior, but not after, this Agreement is submitted for a vote at the Stockholders Meeting (as defined in Section 6.4), (A) providing information in response to a request therefor by a Person who has made an unsolicited bona fide written Acquisition Proposal if the Board of Directors receives from the Person so requesting such information an executed confidentiality agreement on terms not less favorable to the Company than those contained in the Confidentiality Agreement (as defined in Section 9.7); (B) engaging in any negotiations or discussions with any Person who has made an unsolicited bona fide written Acquisition Proposal; or (C) recommending such an Acquisition Proposal to the stockholders of the Company, if and only to the extent that, (x) in each such case referred to in clause (A), (B) or (C) above, the Board of Directors of the Company determines in good faith, after consultation with outside legal counsel, that such action is necessary in order for its directors to comply with their respective fiduciary duties under applicable Law and (y) in each case referred to in clause (B) or (C) above, the Board of Directors of the Company determines in good faith (after consultation with its financial advisor) that such Acquisition Proposal, if accepted, is reasonably likely to be consummated, taking into account all legal, financial and regulatory aspects of the proposal and the Person making the proposal, and if consummated, would result in a transaction more favorable to the Company’s stockholders from a financial point of view than the transaction contemplated by this Agreement (any such more favorable Acquisition Proposal being referred to in this Agreement as a “Superior Proposal”). Seller The Company agrees that it will immediately cease and cause to be terminated any existing activities, discussions or negotiations with any parties conducted heretofore with respect to any Acquisition Proposal. The Company agrees that it will take the necessary steps to promptly inform inform, by no later than the Persons referred to in two business days following the first sentence date of this Section 5.10 the Agreement, each of its, and its Subsidiaries’, officers, directors, investment bankers and attorneys, of the obligations undertaken in this Section 5.10 6.2 and in the Confidentiality Agreement. The Company agrees that it will notify Parent within two business days if any such inquiries, proposals or offers are received by, any such information is requested from, or any such discussions or negotiations are sought to cause them be initiated or continued with, any of its Representatives (including any investment banker, attorney or accountant retained by it or any of its Subsidiaries) indicating, in connection with such notice, the name of such Person and the material terms and conditions of any proposals or offers and thereafter shall keep Parent informed, on a current basis, on the status and terms of any such proposals or offers and the status of any such discussions or negotiations. The Company also agrees that it will promptly request each Person that has executed a confidentiality agreement since January 1, 2002, in connection with its consideration of acquiring it or any of its Subsidiaries to cease immediately return all confidential information heretofore furnished to such Person by or on behalf of it or any current activities that are inconsistent with this Section 5.10. Notwithstanding the foregoing, nothing contained in this Agreement shall prevent Seller or of its board of directors (the “Board”) from:Subsidiaries.

Acquisition Proposals. Except as otherwise provided During the period from the date hereof to the Tranche 2 Closing or the earlier termination of this Agreement, Omega Parent and Omega UK shall not, and shall use commercially reasonable efforts to cause their respective Subsidiaries and their respective officers, directors, agents, advisors and representatives (collectively, “Representatives”) to not, directly or indirectly, solicit, encourage or (except, in this Section 5.10the case of the Company, Seller agrees that neither it nor to the extent required by applicable Laws) knowingly facilitate inquiries or proposals, or enter into any agreement with respect to, or initiate or participate in any negotiations or discussions with any person concerning, (a) any acquisition or purchase of any Company Capital Stock that, if consummated, would result in any person (or the stockholders of such person) beneficially owning securities representing 20% or more of the equity or total economic or voting power of the Company, any of its Subsidiaries nor or the surviving parent entity in such transaction or (b) any acquisition or purchase of all or a material portion of the assets or capital stock of the Company or any of their respective directors, officers or employees shall, and that it shall direct its Subsidiaries and its and its Subsidiaries’ agents and representatives and use its best efforts to cause its and its Subsidiaries’ agents and representatives (including or any investment banker, attorney merger or accountant retained by it business combination with the Company or any of its Subsidiaries) not to, directly in each case other than in respect of the transactions contemplated hereby (each, an “Acquisition Proposal”), or indirectly, initiate, solicit furnish any information to any person contacting them or encourage any inquiries or the making of any proposal or offer an inquiry with respect to a mergerpotential Acquisition Proposal. Omega Parent will, reorganization (including an Alternate Plan)and will cause its Representatives to, share exchangeimmediately cease and terminate any activities, consolidation discussions or similar transaction involving (directly negotiations conducted before the date hereof with any person other than Buyer with respect to any Acquisition Proposal. In addition, Omega Parent shall use commercially reasonable efforts to enforce or indirectly), or cause to be enforced any purchase (directly or though a proposed investment in Equity Securities, debt securities or claims of creditors) of 10% or more of the Transferred Assets Related to the Business or of the outstanding Equity Securities of Seller and all confidentiality agreements obtained by Omega Parent or any of its Affiliates directly or indirectly owning Assets Related Subsidiaries prior to the Business (date hereof in connection with any such proposal or offer being hereinafter referred to as an “Acquisition Proposal” and any such transaction, an “Acquisition”); provided, however, that potential strategic transaction involving the foregoing shall not restrict Seller from renewing the “exit financing” of the Debtors on substantially the same terms as in effect as of March 31, 2005. Seller further agrees that neither it nor any of its Subsidiaries nor any of their respective directors, officers or employees shall, and that it shall direct its Subsidiaries and its and its Subsidiaries’ agents and representatives and use its best efforts to cause its and its Subsidiaries’ agents and representatives (including any investment banker, attorney or accountant retained by it Company or any of its assets. In furtherance and not limitation of the foregoing, in its capacity as a holder of shares of Company Capital Stock, Omega UK agrees (and Omega Parent agrees to cause Omega UK) to vote against any Acquisition Proposal and any proposal that, if adopted, would or would reasonably be expected to prevent, frustrate, impede or delay consummation of the Tranche 1 Acquisition and the Tranche 2 Acquisition (as applicable). Unless this Agreement has been terminated in accordance with its terms, each of Omega Parent and Omega UK shall not, and shall use commercially reasonable efforts to cause their respective Subsidiaries and their and their respective Subsidiaries) ’ Representatives not to, directly or indirectlyon its behalf, engage enter into any letter of intent, memorandum of understanding, agreement in any negotiations concerningprinciple, acquisition agreement, merger agreement, or provide other agreement relating to any confidential information or data to or have any discussions with any Person relating to, an Acquisition Proposal, or otherwise facilitate any effort or attempt to make or implement an Acquisition Proposal. Seller agrees that it will take For the necessary steps to promptly inform the Persons referred to in the first sentence avoidance of this Section 5.10 of the obligations undertaken doubt, nothing in this Section 5.10 and to cause them to cease immediately 6.5 shall in any current activities that are inconsistent with this Section 5.10. Notwithstanding the foregoingway prohibit or restrict Omega UK from selling, nothing contained in this Agreement shall prevent Seller transferring or its board otherwise disposing of directors (the “Board”) from:any shares of Company Capital Stock owned by Omega UK.

Acquisition Proposals. Except as otherwise provided in (a) From the date hereof until the Closing Date or, if earlier, the termination of this Section 5.10Agreement, Seller the Company agrees that neither (i) it nor any of and its Subsidiaries nor any of their respective directorsofficers and directors shall not, officers or employees shall, and that it shall direct (ii) its Subsidiaries and their officers and directors shall not, and (iii) its Representatives and its Subsidiaries’ agents and representatives and use its best efforts to cause its and its Subsidiaries’ agents and representatives (including controlled Affiliates shall not, take any investment banker, attorney or accountant retained by it or any of its Subsidiaries) not action to, directly or indirectlyindirectly (x) solicit, initiateinitiate or knowingly facilitate or encourage, solicit or encourage respond to, any inquiries with respect to, or the making making, submission or reaffirmation of any proposal or offer with respect to a merger, reorganization (including an Alternate Plan), share exchange, consolidation or similar transaction involving (directly or indirectly)Acquisition Proposal, or any purchase (directly or though a proposed investment in Equity Securities, debt securities or claims of creditorsy) of 10% or more of the Transferred Assets Related to the Business or of the outstanding Equity Securities of Seller or any of its Affiliates directly or indirectly owning Assets Related to the Business (any such proposal or offer being hereinafter referred to as an “Acquisition Proposal” and any such transaction, an “Acquisition”); provided, however, that the foregoing shall not restrict Seller from renewing the “exit financing” of the Debtors on substantially the same terms as in effect as of March 31, 2005. Seller further agrees that neither it nor any of its Subsidiaries nor any of their respective directors, officers or employees shall, and that it shall direct its Subsidiaries and its and its Subsidiaries’ agents and representatives and use its best efforts to cause its and its Subsidiaries’ agents and representatives (including any investment banker, attorney or accountant retained by it or any of its Subsidiaries) not to, directly or indirectly, engage in any discussions, negotiations concerning, or provide any confidential information or data other communications relating to or have any discussions with any Person relating to, an Acquisition Proposal, or otherwise facilitate (z) furnish to any effort Person (other than the Buyer, its officers, directors, employees or attempt Representatives), or provide any Person (other than the Buyer, its officers, directors, employees or Representatives) access to, its properties, Books and Records or any non-public information or data with respect to make the Company or implement an Acquisition Proposal. Seller agrees that it will take its Subsidiaries, this Agreement or any agreement entered into by the necessary steps to promptly inform Buyer or the Persons referred to Company in connection therewith or the first sentence of this Section 5.10 of the obligations undertaken in this Section 5.10 and to cause them to cease immediately any current activities that are inconsistent with this Section 5.10transactions contemplated hereby or thereby. Notwithstanding the foregoing, nothing prior to the approval of the Acquisition and the transactions contemplated by this Agreement by the Company’s stockholders in accordance with this Agreement, the Company may (A) provide access to its properties and Books and Records in response to a request therefor by a Person who has made an unsolicited bona fide written Acquisition Proposal if the Company’s Board of Directors receives from the party so requesting such information an executed confidentiality agreement on terms substantially similar to those contained in the Confidentiality Agreement (except for such changes specifically necessary in order for the Company to be able to comply with its obligations under this Agreement Agreement) or (B) engage in any negotiations or discussions with any Person who has made an unsolicited bona fide written Acquisition Proposal, if and only to the extent that prior to taking any of the actions set forth in clauses (A) or (B) with respect to an Acquisition Proposal, (x) the Company’s Board of Directors shall prevent Seller have determined in good faith, after consultation with its outside legal counsel and financial advisors, that the failure to take such action would violate the fiduciary duties of the Company’s Board of Directors under applicable Law and that such Acquisition Proposal constitutes or its board is reasonably likely to result in a Superior Proposal from the party that made the applicable Acquisition Proposal and (y) the Company shall have informed the Buyer promptly following (and in no event later than 24 hours after) the taking by it of directors (the “Board”) from:any such action.

Acquisition Proposals. Except as otherwise provided in this Section 5.10(a) Each of the Company and Parent shall not, Seller agrees that neither it nor any of and shall not permit its Subsidiaries nor any of their respective directors, officers or employees shallto, and that it shall direct its Subsidiaries and its and its Subsidiaries’ agents directors, officers, investment bankers, financial advisors, attorneys, accountants and other representatives and use its best efforts to cause its and its Subsidiaries’ agents and representatives (including any investment banker, attorney or accountant retained by it or any of its Subsidiaries) not to, (A) directly or indirectly, initiate, initiate or solicit or knowingly encourage or facilitate any inquiries or the making or submission of any proposal or offer with respect to a tender offer or exchange offer, merger, reorganization (including an Alternate Plan)reorganization, share exchange, consolidation or similar transaction other business combination involving (directly it or indirectly)any proposal or offer to acquire in any manner 20% or more of its Equity Interests, or any purchase (directly or though a proposed investment in Equity Securitiesthe assets, debt securities or claims other ownership interests of creditors) of 10or in it or any Subsidiary representing 20% or more of the Transferred Assets Related to consolidated assets, revenues or earnings of the Business Company and the Company Subsidiaries or of the outstanding Equity Securities of Seller or any of its Affiliates directly or indirectly owning Assets Related to Parent and the Business Parent Subsidiaries, as the case may be, other than the transactions contemplated by the Transaction Agreements and the Standalone Drug Sale Agreement (any such proposal or offer being hereinafter referred to as an “Acquisition Proposal” and any such transaction, an “Acquisition”); provided, however, that the foregoing shall not restrict Seller from renewing the “exit financing” of the Debtors on substantially the same terms as in effect as of March 31, 2005. Seller further agrees that neither it nor any of its Subsidiaries nor any of their respective directors, officers ) or employees shall, and that it shall direct its Subsidiaries and its and its Subsidiaries’ agents and representatives and use its best efforts to cause its and its Subsidiaries’ agents and representatives (including any investment banker, attorney or accountant retained by it or any of its SubsidiariesB) not to, directly or indirectly, engage in any negotiations or discussions concerning, or provide any confidential information or data to or have any discussions with to, any Person relating toto an Acquisition Proposal or execute or enter into any agreement, understanding, letter of intent or arrangement with respect to any Acquisition Proposal (other than a confidentiality agreement described below). Subject to Section 6.5(b), neither the Company nor Parent, nor the Company Board of Directors nor the Parent Board of Directors (each, a “Board of Directors”) nor any committee thereof shall recommend to its stockholders any Acquisition Proposal or approve any agreement with respect to an Acquisition Proposal, or otherwise facilitate any effort or attempt to make or implement an Acquisition Proposal. Seller agrees that it will take the necessary steps to promptly inform the Persons referred to in the first sentence of this Section 5.10 of the obligations undertaken in this Section 5.10 and to cause them to cease immediately any current activities that are inconsistent with this Section 5.10. Notwithstanding the foregoing, nothing contained in this Agreement shall prevent Seller either of the Company or Parent or its board Board of directors Directors from (i) taking and disclosing to its stockholders a position contemplated by Rule 14d-9 and Rule 14e-2(a) promulgated under the Exchange Act or from making any other legally required disclosure to stockholders with regard to an Acquisition Proposal (provided that neither the Company nor the Parent nor the Board of Directors thereof may recommend any Acquisition Proposal unless permitted by Section 6.5(b) below and may not fail to include or make, or withdraw, modify or change in a manner adverse to the other party all or any portion of, the Company Board Recommendation or Parent Board Recommendation, as the case may be, unless permitted by Section 6.2 (in which case Parent or the Company shall have the right to terminate this Agreement as set forth in Section 8.1(e)(ii) or Section 8.1(d)(ii), as applicable), and provided further that, notwithstanding anything herein to the contrary, any “Board”stop-look-and-listen” communication to its stockholders pursuant to Rule 14d-9(f) from:promulgated under the Exchange Act shall not be considered a failure to make, or a withdrawal, modification or change in any manner adverse to the other party of, all or a portion of the Company Board Recommendation or the Parent Board Recommendation, as applicable) or (ii) (A) prior to obtaining the requisite vote of its stockholders at the Company Stockholders Meeting, in the case of a Company Proposal, providing access to its properties, books and records and providing information or data in response to a request therefor by a Person who has made a bona fide, unsolicited Acquisition Proposal that does not involve an intentional, material breach of this Section 6.5(a), if (1) the Board of Directors receives from the Person so requesting such information an executed confidentiality agreement on terms substantially similar to those contained in the Confidentiality Agreements (except for such changes specifically necessary in order for such party to be able to comply with its obligations under this Agreement and it being understood that either party may enter into a confidentiality agreement without a standstill provision or with a standstill provision less favorable to it if it waives or similarly modifies the standstill provision in the relevant Confidentiality Agreement in favor of the other party), and (2) in the case of a Parent Proposal, such Parent Proposal is, or is reasonably likely to result in, a Qualifying Parent Proposal, or (B) prior to obtaining the requisite vote of its stockholders at the Company Stockholders Meeting, in the case of a Company Proposal, engaging in any negotiations or discussions with any Person who has made a bona fide unsolicited Acquisition Proposal that does not involve an intentional, material breach of this Section 6.5(a) and, in addition, in the case of a Parent Proposal, such Parent Proposal is a Qualifying Parent Proposal, if and only to the extent, in the case of a Company Proposal, that prior to taking any of the

Acquisition Proposals. Except as otherwise provided in this Section 5.10, Seller The Company agrees that neither it nor any of its Subsidiaries nor any of their respective directors, officers or employees shall, and that it shall direct its Subsidiaries and its and its Subsidiaries’ agents and representatives and use its reasonable best efforts to cause its and its Subsidiaries’ each such Subsidiary's directors, officers, employees, agents and representatives (including any investment banker, attorney or accountant retained by it or any of its Subsidiaries) not to, directly or indirectly, initiate, solicit solicit, encourage or encourage otherwise facilitate any inquiries or the making of any proposal or offer with respect to a merger, reorganization (including an Alternate Plan)reorganization, share exchange, consolidation or similar transaction involving (directly or indirectly)involving, or any purchase (directly of all or though a proposed investment in Equity Securities, debt securities substantially all of the assets of the Company or claims of creditors) of more than 10% or more of the Transferred Assets Related to the Business or of the outstanding Equity Securities equity securities of Seller the Company or any of its Affiliates directly or indirectly owning Assets Related to the Business Subsidiaries (any such proposal or offer being hereinafter referred to as an “"Acquisition Proposal” and any such transaction, an “Acquisition”"); provided, however, that the foregoing shall not restrict Seller from renewing the “exit financing” of the Debtors on substantially the same terms as in effect as of March 31, 2005. Seller The Company further agrees that neither it the Company nor any of its Subsidiaries nor any of their respective directors, officers or employees shall, and that it shall direct its Subsidiaries and its and its Subsidiaries’ agents and representatives and use its reasonable best efforts to cause its and its Subsidiaries’ each such Subsidiary's directors, officers, employees, agents and representatives (including any investment banker, attorney or accountant retained by it or any of its Subsidiaries) not to, directly or indirectly, engage in any negotiations concerning, or provide any confidential information or data to to, or have any discussions with with, any Person relating to, to an Acquisition Proposal, or otherwise facilitate any effort or attempt to make or implement an Acquisition Proposal. Seller agrees ; provided, however, that it will take the necessary steps to promptly inform the Persons referred to in the first sentence of this Section 5.10 of the obligations undertaken in this Section 5.10 and to cause them to cease immediately any current activities that are inconsistent with this Section 5.10. Notwithstanding the foregoing, nothing contained in this Agreement shall prevent Seller the Company or the Company Board from (A) complying with its board disclosure obligations under federal or state law; (B) providing information in response to a request therefor by a Person who has made an unsolicited bona fide written Acquisition Proposal if the Company Board receives from the Person so requesting such information an executed confidentiality agreement; (C) engaging in any negotiations or discussions with any Person who has made an unsolicited bona fide written Acquisition Proposal or (D) recommending such an Acquisition Proposal to the shareholders of the Company, if and only to the extent that, in each such case referred to in clause (B), (C) or (D) above, (i) the Company Board determines in good faith (after consultation with outside legal counsel) that such action would be required in order for its directors to comply with their respective fiduciary duties under applicable law and (ii) the “Board”Company Board determines in good faith (after consultation with its financial advisor) that such Acquisition Proposal, if accepted, is reasonably likely to be consummated, taking into account all legal, financial and regulatory aspects of the proposal and the Person making the proposal and would, if consummated, result in a transaction more favorable to the Company's shareholders from a financial point of view than the Merger. An Acquisition Proposal which is received and considered by the Company in compliance with this Section 6.08 and which meets the requirements set forth in clause (D) of the preceding sentence is herein referred to as a "Superior Proposal." The Company agrees that it will immediately cease and cause to be terminated any existing activities, discussions or negotiations with any parties conducted heretofore with respect to any Acquisition Proposals. The Company agrees that it will notify Parent if any such inquiries, proposals or offers are received by, any such information is requested from:, or any such discussions or negotiations are sought to be initiated or continued with, the Company or any of its representatives as soon as the Company becomes aware of the same.

Acquisition Proposals. Except as otherwise provided in Between the date of this Section 5.10Agreement and the Closing Date, Seller agrees that neither it CTC, nor any officer, employee, representative or agent of its Subsidiaries nor any of their respective directors, officers or employees the Acquired Companies shall, and that it shall direct its Subsidiaries and its and its Subsidiaries’ agents and representatives and use its best efforts to cause its and its Subsidiaries’ agents and representatives (including any investment banker, attorney or accountant retained by it or any of its Subsidiaries) not to, directly or indirectly, solicit, initiate, solicit encourage or encourage respond to any inquiries or the making proposals from, or participate in any discussions or negotiations with, or provide any non-public information to, any Person or group (other than NCO and its officers, employees, representatives and agents) concerning any bulk sale of any proposal or offer of the Assets of the Acquired Companies (other than with respect to a merger, reorganization (including an Alternate Planthe conversion and/or exercise of currently outstanding warrants and/or stock options), share exchangeany sale of shares of capital stock or other securities of any of the Acquired Companies (other than with respect to the conversion and/or exercise of currently outstanding warrants and/or stock options), or any merger, consolidation or similar transaction involving (directly or indirectly), or any purchase (directly or though a proposed investment in Equity Securities, debt securities or claims of creditors) of 10% or more of the Transferred Assets Related to the Business or Acquired Companies (any of the outstanding Equity Securities of Seller foregoing is referred to herein as an "Acquisition Proposal"). CTC shall immediately advise NCO of, and communicate to NCO the terms of, any such inquiry or proposal received by any of its Affiliates directly or indirectly owning Assets Related to the Business (any such proposal or offer being hereinafter referred to as an “Acquisition Proposal” and any such transaction, an “Acquisition”); provided, however, that the foregoing shall not restrict Seller from renewing the “exit financing” of the Debtors on substantially the same terms as in effect as of March 31, 2005. Seller further agrees that neither it nor any of its Subsidiaries nor any of their respective directors, officers or employees shall, and that it shall direct its Subsidiaries and its and its Subsidiaries’ agents and representatives and use its best efforts to cause its and its Subsidiaries’ agents and representatives (including any investment banker, attorney or accountant retained by it or any of its Subsidiaries) not to, directly or indirectly, engage in any negotiations concerning, or provide any confidential information or data to or have any discussions with any Person relating to, an Acquisition Proposal, or otherwise facilitate any effort or attempt to make or implement an Acquisition Proposal. Seller agrees that it will take the necessary steps to promptly inform the Persons referred to in the first sentence of this Section 5.10 of the obligations undertaken in this Section 5.10 and to cause them to cease immediately any current activities that are inconsistent with this Section 5.10Acquired Companies. Notwithstanding the foregoing, nothing contained in this Agreement shall prevent Seller CTC or its board Board of directors Directors from (a) seeking exit financing in connection with a "stand-alone" plan of reorganization so long as CTC or its Board of Directors does not proceed with such plan until this Agreement has been terminated in accordance with Section 11.1 hereof (b) complying with Rule 14e-2 promulgated under the “Board”Exchange Act with regard to an Acquisition Proposal, (c) from:engaging in any discussions or negotiations with or providing any information to any Person in response to an unsolicited bona fide written Acquisition Proposal by any such Person, or (d) recommending such an unsolicited bona fide written Acquisition Proposal under Bankruptcy Law if, and only to the extent that, with respect to the actions referred to in clauses (c) or (d): (i) its Board of Directors concludes in good faith (after consultation with its outside legal counsel and its financial advisor) that taking such Acquisition Proposal is reasonably capable of being completed, taking into account all legal, financial, regulatory and other aspects of the Acquisition Proposal and the Person making the Acquisition Proposal, and would if consummated result in a transaction more favorable to its shareholders from a financial point of view than the Transactions (any such Acquisition Proposal being referred to herein as a "Superior Proposal"); (ii) its Board of Directors determines in good faith after consultation with outside legal counsel that such action is necessary for the Board of Directors to comply with its fiduciary duty to its shareholders under applicable Law; and (iii) prior to providing any information or date to any Person in connection with a Superior Proposal by such Person, its Board of Directors shall have received from such Person an executed confidentiality agreement on terms substantially similar to those contained in the Confidentiality Agreement.

Acquisition Proposals. Except as otherwise provided in (a) From and after the date hereof until the termination of this Section 5.10Agreement, Seller Pamrapo agrees that neither it nor any of its Subsidiaries nor any of their respective directors, officers shall not directly or employees shallindirectly, and that it shall direct its Subsidiaries and its and its Subsidiaries’ agents and representatives and use its best efforts to cause its and its Subsidiaries’ directors, officers, employees, agents and representatives (including any investment banker, attorney or accountant retained by it or any of its Subsidiaries) not to, directly or indirectly, initiate, solicit solicit, encourage or encourage otherwise facilitate any inquiries or the making of any proposal or offer with respect to a merger, reorganization (including an Alternate Plan)reorganization, share exchange, consolidation or similar transaction involving (directly or indirectly)Pamrapo, or any purchase (directly of all or though a proposed investment substantial portion of all of the assets of Pamrapo other than the purchase of sales of loans securities in Equity Securities, debt securities or claims the ordinary course of creditors) of 10% business consistent with past practice or more of the Transferred Assets Related to the Business or than 25% of the outstanding Equity Securities equity securities of Seller or any of its Affiliates directly or indirectly owning Assets Related to the Business Pamrapo (any such proposal or offer being hereinafter referred to as an “Pamrapo Acquisition Proposal” and any such transaction, an “Acquisition”); provided, however, that the foregoing shall not restrict Seller from renewing the “exit financing” of the Debtors on substantially the same terms as in effect as of March 31, 2005. Seller Pamrapo further agrees that neither it nor any of its Subsidiaries nor any of their respective directors, officers or employees shallshall not, and that it shall direct its Subsidiaries and its and its Subsidiaries’ agents and representatives and use its best efforts to cause its and its Subsidiaries’ directors, officers, employees, agents and representatives (including any investment banker, attorney or accountant retained by it or any of its Subsidiaries) not to, directly or indirectly, engage in any negotiations concerning, or provide any confidential information or data to to, or have any discussions with with, any Person person relating to, an to a Pamrapo Acquisition Proposal, or otherwise facilitate any effort or attempt to make or implement an a Pamrapo Acquisition Proposal. Seller agrees ; provided, however, that it will take the necessary steps to promptly inform the Persons referred to in the first sentence of this Section 5.10 of the obligations undertaken in this Section 5.10 and to cause them to cease immediately any current activities that are inconsistent with this Section 5.10. Notwithstanding the foregoing, nothing contained in this Agreement shall prevent Seller Pamrapo or its the Pamrapo board of directors from (A) complying with its disclosure obligations under federal or state law; (B) providing information in response to a request therefore by a person who has made an unsolicited bona fide written Pamrapo Acquisition Proposal if the Pamrapo board of directors receives from the person so requesting such information an executed confidentiality agreement; (C) engaging in any negotiations or discussions with any person who has made an unsolicited bona fide written Pamrapo Acquisition Proposal or (D) voting to recommend such a Pamrapo Acquisition Proposal to the stockholders of Pamrapo, if and only to the extent that, in each such case referred to in clause (B), (C) or (D) above, (i) the Pamrapo board of directors determines in good faith (after consultation with its outside legal counsel) that such action would be required in order for its directors to comply with their respective fiduciary duties under applicable law and (ii) the Pamrapo board of directors determines in good faith (after consultation with its outside legal counsel and receipt of a written opinion of its financial advisor) that such a Pamrapo Acquisition Proposal, if accepted, is reasonably likely to be consummated, taking into account all legal, financial and regulatory aspects of the proposal and the person making the proposal and would, if consummated, result in a transaction more favorable to Pamrapo’s stockholders from a financial point of view than the Merger. A Pamrapo Acquisition Proposal which is received and considered by the Pamrapo board of directors in compliance with this Section 6.6(a) hereof and which meets the requirements set forth in subclauses (i) and (ii) of the preceding sentence is herein referred to as a “Board”Superior Proposal.” Pamrapo agrees that it will immediately cease and cause to be terminated any existing activities, discussions or negotiations with any parties conducted heretofore with respect to any Pamrapo Acquisition Proposals. Pamrapo agrees that it will promptly notify (which notification shall not be more than 24 hours after the earlier of knowledge or receipt of such inquiry, proposal, offer or request) BCB if any such inquiries, proposals or offers are received by, any such information is requested from:, or any such discussions or negotiations are sought to be initiated or continued with, Pamrapo or any of its representatives.

Acquisition Proposals. Except as otherwise provided in this Section 5.10LFC shall not directly or indirectly, Seller agrees that neither and it nor shall use all commercially reasonable efforts to cause its officers, directors, employees, representatives, agents or affiliates, including any investment bankers, attorneys or accountants retained by LFC or any of its Subsidiaries nor or affiliates, not to, (i) solicit, initiate, encourage or otherwise facilitate (including by way of furnishing information) any inquiries or proposals that constitute, or could reasonably be expected to lead to, a proposal or offer for a merger, recapitalization, consolidation, business combination, sale of their respective directors, officers or employees shall, and that it shall direct its Subsidiaries and its a substantial portion of the assets of LFC and its Subsidiaries’ agents and representatives and use its best efforts to cause its and its Subsidiaries’ agents and representatives , taken as a whole, sale of 15% or more of the shares of capital stock (including any investment bankerby way of a tender offer, attorney share exchange or accountant retained by it exchange offer) or similar or comparable transactions involving LFC or any of its Subsidiaries) not to, directly or indirectly, initiate, solicit or encourage any inquiries or other than the making of any proposal or offer with respect to a merger, reorganization (including an Alternate Plan), share exchange, consolidation or similar transaction involving (directly or indirectly), or any purchase (directly or though a proposed investment in Equity Securities, debt securities or claims of creditors) of 10% or more of the Transferred Assets Related to the Business or of the outstanding Equity Securities of Seller or any of its Affiliates directly or indirectly owning Assets Related to the Business transactions contemplated by this Agreement (any such proposal or offer (other than a proposal or offer made by IBC or an affiliate thereof) being hereinafter herein referred to as an “Acquisition Proposal” and any such transaction, an “Acquisition”); provided, howeveror (ii) engage in negotiations or discussions concerning, or provide any non-public information to any Person relating to, any Acquisition Proposal. Notwithstanding any other provision of this Agreement, the Board of Directors of LFC may, at any time prior to approval of this Agreement by the stockholders of LFC, furnish information pursuant to a confidentiality agreement to, or engage in discussions or negotiations with, any Person in response to an unsolicited bona fide written Acquisition Proposal of such Person if, (a) LFC has not violated any of the restrictions set forth in this Section 6.4, (b) the Board of Directors of LFC or any committee thereof concludes in good faith after consultation with its outside legal counsel, that such action is reasonably necessary in order for the foregoing Board of Directors of LFC to comply with its fiduciary obligation to the stockholders of LFC under applicable law and (c) only to the extent that, the Board of Directors of LFC determines in good faith by a majority vote, after consultation with its financial advisors, that such Acquisition Proposal constitutes a Superior Proposal. From and after the execution of this Agreement, LFC shall not restrict Seller from renewing the “exit financing” immediately advise IBC in writing of the Debtors on substantially the same terms as in effect as of March 31, 2005. Seller further agrees that neither it nor any of its Subsidiaries nor any of their respective directors, officers or employees shall, and that it shall direct its Subsidiaries and its and its Subsidiaries’ agents and representatives and use its best efforts to cause its and its Subsidiaries’ agents and representatives (including any investment banker, attorney or accountant retained by it or any of its Subsidiaries) not toreceipt, directly or indirectly, engage of any inquiries, discussions, negotiations or proposals relating to an Acquisition Proposal (including the specific terms thereof and the identity of the other party or parties involved) and furnish to IBC within 24 hours of such receipt an accurate description of all material terms (including any changes or adjustments to such terms as a result of negotiations or otherwise) of any such written proposal in addition to any information provided to any third party relating thereto. Upon execution of this Agreement, LFC and the LFC Subsidiaries shall immediately cease any and all existing activities, discussions or negotiations concerning, or provide any confidential information or data to or have any discussions with any Person relating toparties conducted heretofore with respect to any Acquisition Proposal. Notwithstanding any other provision of this Agreement, in response to an unsolicited Acquisition Proposal, LFC’s Board of Directors shall be permitted, at any time prior to the approval of this Agreement by the stockholders of LFC, (i) to withdraw, modify or otherwise facilitate change, or propose to withdraw, modify or change, the approval or recommendation by the Board of Directors of this Agreement, the Merger or the other transactions contemplated by this Agreement or (ii) to approve or recommend, or propose to approve or recommend, any effort or attempt to make or implement an Acquisition Proposal. Seller agrees that it will take the necessary steps to promptly inform the Persons , but only if, in each case referred to in clauses (i) and (ii), the first sentence Board of this Section 5.10 Directors of LFC concludes in good faith that (a) such Acquisition Proposal would, if consummated, constitute a Superior Proposal and such proposal has not been withdrawn and (b) in light of such Superior Proposal, the failure to withdraw, withhold, amend, modify or change such recommendation would constitute a breach of the obligations undertaken fiduciary duties of the Board of Directors of LFC to the stockholders of LFC under applicable law. LFC shall immediately advise IBC in writing, if the Board of Directors shall make any determination as to any Acquisition Proposal as contemplated by the preceding sentence. Nothing contained in this Section 5.10 6.4 shall prohibit LFC or its Board of Directors (i) from taking and disclosing to cause them its stockholders a position contemplated by Rule 14d-9 and Rule 14e-2(a) promulgated under the 1934 Act or from making any legally required disclosure to cease immediately any current activities that are inconsistent the stockholders of LFC with this Section 5.10. Notwithstanding regard to an Acquisition Proposal or (ii) prior to the foregoing, nothing contained in approval of this Agreement shall prevent Seller or its board by the stockholders of directors (the “Board”) from:LFC, from taking any action as contemplated by Section 8.1(f).

Acquisition Proposals. Except (a) The Company agrees that, as otherwise provided in this Section 5.10of the date hereof, Seller it, its Affiliates, and the respective directors, officers, employees, agents and representatives of the foregoing, shall immediately cease and cause to be terminated any existing activities, discussions or negotiations with any Person (other than Parent and its representatives) conducted heretofore with respect to any Acquisition Transaction. Prior to the Effective Time, the Company agrees that neither it it, any of its Affiliates, nor any of its Subsidiaries nor any of their the respective directors, officers officers, employees, agents or employees shallrepresentatives of the foregoing, and that it shall direct its Subsidiaries and its and its Subsidiaries’ agents and representatives and use its best efforts to cause its and its Subsidiaries’ agents and representatives (including any investment banker, attorney or accountant retained by it or any of its Subsidiaries) not towill, directly or indirectly, (i) solicit or initiate, solicit or knowingly facilitate or encourage (including by way of furnishing or disclosing non-public information) any inquiries Acquisition Transaction or the making of (ii) negotiate, explore or otherwise engage in discussions with any proposal or offer Person (other than Parent and its representatives) with respect to a merger, reorganization (including an Alternate Plan), share exchange, consolidation or similar transaction involving (directly or indirectly)any Acquisition Transaction, or which may lead to a proposal for an Acquisition Transaction, or enter into any purchase (directly agreement, arrangement or though a proposed investment in Equity Securitiesunderstanding with respect to any such Acquisition Transaction or which would require it to abandon, debt securities terminate or claims of creditors) of 10% or more of fail to consummate the Transferred Assets Related to the Business or of the outstanding Equity Securities of Seller Merger or any of other transaction contemplated by this Agreement, or which may cause the Board to withdraw, modify or amend its Affiliates directly recommendation that the Stockholders accept the Offer, tender their Company Common Stock to Merger Sub or indirectly owning Assets Related to approve and adopt the Business (any such proposal or offer being hereinafter referred to as an “Acquisition Proposal” Agreement and any such transaction, an “Acquisition”)the Merger; provided, however, that the foregoing shall not restrict Seller Company may, in response to a bona fide unsolicited proposal from renewing a third party regarding an Acquisition Transaction, (x) furnish information to and engage in discussions and negotiations with such third party (subject to such third party entering into a confidentiality agreement with the “exit financing” Company containing terms substantially similar to the Confidentiality Agreement (as defined herein)), but only if the Board of Directors of the Debtors on substantially Company reasonably determines in good faith, after consultation with its outside independent counsel and a nationally recognized investment bank, that such unsolicited proposal could reasonably lead to a Superior Proposal and that failing to take such action could violate the same terms as in effect as of March 31, 2005. Seller further agrees that neither it nor Board's fiduciary duties under applicable Law and (y) take and disclose to the Stockholders any of its Subsidiaries nor any of their respective directors, officers or employees shallproposal, and that it shall direct its Subsidiaries make related filings with the SEC, as required by Rule 14e-3 and its and its Subsidiaries’ agents and representatives and use its best efforts to cause its and its Subsidiaries’ agents and representatives (including 14d-9 under the Exchange Act. Any violation of this Section 3.4 by any director, officer, Affiliate, investment banker, financial advisor, attorney or accountant retained by it other advisor or any representative of its Subsidiaries) the Company, whether or not to, directly or indirectly, engage in any negotiations concerningsuch Person is purporting to act on behalf of the Company, or provide any confidential information or data otherwise, shall be deemed to or have any discussions with any Person relating to, an Acquisition Proposal, or otherwise facilitate any effort or attempt to make or implement an Acquisition Proposal. Seller agrees that it will take the necessary steps to promptly inform the Persons referred to in the first sentence be a breach of this Section 5.10 of 3.4 by the obligations undertaken in this Section 5.10 and to cause them to cease immediately any current activities that are inconsistent with this Section 5.10Company. Notwithstanding the foregoingAs used herein, nothing contained in this Agreement shall prevent Seller or its board of directors (the “Board”) from:"

Acquisition Proposals. Except In his, her or its capacity as otherwise provided a shareholder of Xenith, and not in this Section 5.10his or her capacity as a director, Seller officer or employee of Xenith, as applicable, Shareholder agrees that neither it nor any of Shareholder will not, and will cause its Subsidiaries nor any of their respective officers and directors, officers or employees shall, and that it shall direct its Subsidiaries and its and its Subsidiaries’ agents and representatives will instruct and use its reasonable best efforts to cause its representatives and its Subsidiaries’ agents and representatives partners (including any investment banker, attorney or accountant retained by it or any of its Subsidiariesif an entity) not to, directly or indirectly, (i) initiate, solicit solicit, knowingly encourage or encourage any knowingly facilitate inquiries or the making of any proposal or offer proposals with respect to an Acquisition Proposal, (ii) engage or participate in any negotiations with any person concerning any Acquisition Proposal, (iii) provide any confidential or nonpublic information or data to, have or participate in any discussions with or otherwise cooperate in any way with, any person in connection with any Acquisition Proposal or (iv) enter into any term sheet, letter of intent, memorandum of understanding, agreement in principle, acquisition agreement, merger agreement or other agreement (other than a merger, reorganization (including an Alternate Plan), share exchange, consolidation or similar transaction involving (directly or indirectly), or any purchase (directly or though a proposed investment confidentiality agreement referred to and entered into in Equity Securities, debt securities or claims of creditorsaccordance with Section 5.5(b) of 10% or more of the Transferred Assets Related Merger Agreement) relating to any Acquisition Proposal, in each case, except to the Business or of the outstanding Equity Securities of Seller or any of its Affiliates directly or indirectly owning Assets Related extent that Xenith is permitted to take such action pursuant to the Business (any such proposal or offer being hereinafter referred to as an “Acquisition Proposal” Merger Agreement. Shareholder will and any such transactionwill cause its officers, an “Acquisition”); provided, however, that the foregoing shall not restrict Seller from renewing the “exit financing” of the Debtors on substantially the same terms as in effect as of March 31, 2005. Seller further agrees that neither it nor any of its Subsidiaries nor any of their respective directors, officers or employees shall, and that it shall direct its Subsidiaries and its and its Subsidiaries’ agents and representatives and will use its Shareholder's reasonable best efforts to cause its representatives and its Subsidiaries’ agents partners (if an entity) to, immediately cease and representatives cause to be terminated any activities, discussions or negotiations conducted before the date of this Agreement with any person other than Union with respect to any Acquisition Proposal of Xenith. Shareholder will promptly (including within twenty-four (24) hours) advise Union following Shareholder's receipt of any investment banker, attorney or accountant retained by it Acquisition Proposal or any of its Subsidiaries) not to, directly or indirectly, engage in any negotiations concerning, or provide any confidential information or data inquiry which could reasonably be expected to or have any discussions with any Person relating to, lead to an Acquisition Proposal, and the substance thereof (including the material terms and conditions of the Acquisition Proposal), and will keep Union apprised of any related material developments, discussions and negotiations on a reasonably current basis, including any amendments to or otherwise facilitate any effort revisions of the terms of such inquiry or attempt Acquisition Proposal, in each case to make or implement the extent Xenith has not previously notified Union. All references herein to an Acquisition Proposal. Seller agrees that it will take the necessary steps Proposal shall refer to promptly inform the Persons referred an Acquisition Proposal with respect to in the first sentence of this Section 5.10 of the obligations undertaken in this Section 5.10 and to cause them to cease immediately any current activities that are inconsistent with this Section 5.10. Notwithstanding the foregoing, nothing contained in this Agreement shall prevent Seller or its board of directors (the “Board”) from:Xenith.

Acquisition Proposals. Except as otherwise provided in this Section 5.10, Seller (a) Interchange agrees that neither it nor any of its Subsidiaries nor any of their respective directors, the officers and directors of it or employees its Subsidiaries shall, and that it shall direct its Subsidiaries and its and its Subsidiaries’ agents and representatives and use its reasonable best efforts to cause its and its Subsidiaries’ employees, agents and representatives (including any investment banker, attorney or accountant retained by it or any of its Subsidiaries) not to, directly or indirectly, (i) initiate, solicit or knowingly encourage or knowingly facilitate any inquiries or the making of any proposal or offer with respect to a merger, reorganization (including an Alternate Plan), share exchange, consolidation or similar transaction involving (directly or indirectly)to, or any purchase (directly or though a proposed investment in Equity Securitiestransaction that could reasonably be expected to lead to, debt securities or claims of creditors) of 10% or more of the Transferred Assets Related to the Business or of the outstanding Equity Securities of Seller or any of its Affiliates directly or indirectly owning Assets Related to the Business (any such proposal or offer being hereinafter referred to as an “Acquisition Proposal” and , (ii) have any such transaction, an “Acquisition”); provided, however, that the foregoing shall not restrict Seller from renewing the “exit financing” of the Debtors on substantially the same terms as in effect as of March 31, 2005. Seller further agrees that neither it nor any of its Subsidiaries nor any of their respective directors, officers or employees shall, and that it shall direct its Subsidiaries and its and its Subsidiaries’ agents and representatives and use its best efforts to cause its and its Subsidiaries’ agents and representatives (including any investment banker, attorney or accountant retained by it or any of its Subsidiaries) not to, directly or indirectly, engage in any negotiations concerning, discussions with or provide any confidential information or data to or have any discussions with any Person person relating to, to an Acquisition Proposal, or otherwise engage in any negotiations concerning an Acquisition Proposal, or knowingly facilitate any effort or attempt to make or implement an Acquisition Proposal, (iii) approve or recommend, or propose to approve or recommend, any Acquisition Proposal or (iv) approve or recommend, or propose to approve or recommend, or execute or enter into, any letter of intent, agreement in principle, merger agreement, asset purchase or share exchange agreement, option agreement or other similar agreement related to any Acquisition Proposal or propose or agree to do any of the foregoing. Seller agrees that it will take Notwithstanding the necessary steps to promptly inform the Persons referred to in the first sentence foregoing provisions of this Section 5.10 7.4(a), in the event that, prior to obtaining the Required Interchange Vote, Interchange receives an unsolicited bona fide Acquisition Proposal and the Interchange Board concludes in good faith that such Acquisition Proposal constitutes or could reasonably be expected to lead to a Superior Proposal, Interchange may, and may permit its Subsidiaries and its and their Representatives to, furnish or cause to be furnished confidential information or data to the third party making such Acquisition Proposal and participate in negotiations or discussions with such third party regarding such Acquisition Proposal to the extent that the Interchange Board concludes in good faith (after consultation with its outside counsel) that failure to take such actions would result in a violation of its fiduciary duties under applicable law, provided that prior to providing (or causing to be provided) any confidential information or data permitted to be provided pursuant to this sentence, Interchange shall have entered into a confidentiality agreement with such third party on terms no less favorable to Interchange than the obligations undertaken in terms of Section 7.2(b) hereof, and provided further that Interchange also shall provide to TD Banknorth a copy of any such confidential information or data that it is providing to any third party pursuant to this Section 5.10 and 7.4 to cause them the extent not previously provided or made available to cease immediately any current activities that are inconsistent with this Section 5.10. Notwithstanding the foregoing, nothing contained in this Agreement shall prevent Seller or its board of directors (the “Board”) from:TD Banknorth.

Acquisition Proposals. Except as otherwise provided in this Section 5.10, Seller RedFed agrees that neither it nor any of its Subsidiaries nor any of their respective directors, officers or employees directors shall, and that it RedFed shall direct its Subsidiaries and its and its Subsidiaries’ agents and representatives and use its best efforts to cause its and its Subsidiaries’ employees, agents and representatives (including including, without limitation, any investment banker, attorney or accountant retained by it or any of its Subsidiariessubsidiaries) not to, directly or indirectly, initiate, solicit solicit, or encourage any inquiries or the making of any proposal or offer (including, without limitation, any proposal or offer to stockholders of RedFed) with respect to a merger, reorganization (including an Alternate Plan), share exchange, consolidation or similar transaction involving (directly or indirectly)involving, or any purchase (directly of all or though a proposed investment in Equity Securities, debt securities or claims of creditors) of 10% or more any significant portion of the Transferred Assets Related to the Business or of the outstanding Equity Securities of Seller consolidated assets, deposits or any of its Affiliates directly or indirectly owning Assets Related to the Business equity securities of, RedFed (any such proposal or offer being hereinafter referred to as an “"Acquisition Proposal” and any such transaction") or, except to the extent legally required for compliance by the directors of RedFed with their fiduciary duties, in the written opinion of outside legal counsel, with respect to an “Acquisition”); provided, however, that the foregoing shall not restrict Seller unsolicited offer from renewing the “exit financing” of the Debtors on substantially the same terms as in effect as of March 31, 2005. Seller further agrees that neither it nor any of its Subsidiaries nor any of their respective directors, officers or employees shall, and that it shall direct its Subsidiaries and its and its Subsidiaries’ agents and representatives and use its best efforts to cause its and its Subsidiaries’ agents and representatives (including any investment banker, attorney or accountant retained by it or any of its Subsidiaries) not to, directly or indirectlya third party, engage in any negotiations concerning, concerning or provide any confidential information or data to to, or have any discussions with with, any Person person relating to, to an Acquisition Proposal, or otherwise facilitate any effort or attempt to make or implement an Acquisition Proposal. Seller agrees that it RedFed shall immediately cease and cause to be terminated any existing activities, discussions or negotiations with any parties (other than Golden State) conducted heretofore with respect to any of the foregoing. RedFed will take the necessary steps to inform promptly inform the Persons appropriate individuals or entities referred to in the first sentence of this Section 5.10 hereof of the obligations undertaken in this Section 5.10 5.1. RedFed agrees that it will notify Golden State immediately if any such inquiries, proposals or offers are received by, any such information is requested from, or any such negotiations or discussions are sought to be initiated or continued with RedFed. RedFed also agrees that it shall promptly request each person (other than Golden State) that has heretofore executed a confidentiality or standstill agreement in connection with its consideration of acquiring RedFed to return all confidential information heretofore furnished to such person by or on behalf of RedFed and to cause them to cease immediately enforce any current activities that are inconsistent with this such confidentiality or standstill agreements. Section 5.10. Notwithstanding the foregoing, nothing contained in this Agreement shall prevent Seller or its board of directors (the “Board”) from:5.2

Acquisition Proposals. Except as otherwise provided in this Section 5.10The Company will not, Seller agrees that neither it nor and will not permit or cause any of its Subsidiaries nor or any of their respective directors, the officers and directors of it or employees shallits Subsidiaries to, and that it shall direct its Subsidiaries and its and its Subsidiaries’ agents and representatives and use its best efforts to cause its and its Subsidiaries’ ' employees, agents and representatives (including any investment banker, attorney or accountant retained by it or any of its Subsidiaries) not to, directly or indirectly, initiate, solicit solicit, encourage or encourage otherwise facilitate any inquiries or the making of any proposal or offer with respect to a merger, reorganization (including an Alternate Plan)reorganization, share exchange, consolidation or similar transaction involving (directly or indirectly)involving, or any purchase (directly or though a proposed investment in Equity Securities, debt securities or claims of creditors) of 1015% or more of the Transferred Assets Related to assets or any equity securities of, the Business or of the outstanding Equity Securities of Seller Company or any of its Affiliates directly or indirectly owning Assets Related to the Business Subsidiaries (any such proposal or offer being hereinafter referred to as an “"Acquisition Proposal” "). The Company will not, and any such transaction, an “Acquisition”); provided, however, that the foregoing shall will not restrict Seller from renewing the “exit financing” of the Debtors on substantially the same terms as in effect as of March 31, 2005. Seller further agrees that neither it nor permit or cause any of its Subsidiaries nor or any of their respective directors, the officers and directors of it or employees shall, its Subsidiaries to and that it shall direct its Subsidiaries and its and its Subsidiaries’ agents and representatives and use its best efforts to cause its and its Subsidiaries’ ' employees, agents and representatives (including any investment banker, attorney or accountant retained by it or any of its Subsidiaries) not to, directly or indirectly, engage in any negotiations concerning, or provide any confidential information or data to to, or have any discussions with with, any Person relating to, to an Acquisition Proposal, whether made before or after the date of this Agreement, or otherwise facilitate any effort or attempt to make or implement an Acquisition Proposal (including, without limitation, by means of an amendment to the New Rights Agreement); provided, however, that nothing contained in this Agreement shall prevent the Company or its Board of Directors from (i) complying with Rule 14e-2 promulgated under the Exchange Act with regard to an Acquisition Proposal or (ii) at any time prior to the earlier of (x) payment for Common Shares pursuant to the Tender Offer or (y) the approval of the Merger by the Company Requisite Vote (A) providing information in response to a request therefor by a Person who has made an unsolicited bona fide written Acquisition Proposal if the Board of Directors receives from the Person so requesting such information an executed confidentiality agreement on terms substantially equivalent to those contained in the Confidentiality Agreement (as defined in Section 9.7); (B) engaging in any negotiations or discussions with any Person who has made an unsolicited bona fide written Acquisition Proposal; or (C) recommending such an Acquisition Proposal to the stockholders of the Company, if and only to the extent that, (i) in each such case referred to in clause (A), (B) or (C) above, the Board of Directors of the Company determines in good faith after consultation with outside legal counsel that such action is necessary in order for its directors to comply with their respective fiduciary duties under applicable law and (ii) in each case referred to in clause (B) or (C) above, the Board of Directors of the Company determines in good faith (after consultation with its financial advisor) that such Acquisition Proposal, if accepted, is reasonably likely to be consummated, taking into account all legal, financial and regulatory aspects of the proposal and the Person making the proposal and would, if consummated, result in a more favorable transaction than the transaction contemplated by this Agreement, taking into account the long-term prospects and interests of the Company and its stockholders (any such more favorable Acquisition Proposal being referred to in this Agreement as a "Superior Proposal"). Seller The Company will immediately cease and cause to be terminated any existing activities, discussions or negotiations with any parties conducted heretofore with respect to any of the foregoing. The Company agrees that it will take the necessary steps to promptly inform the Persons individuals or entities referred to in the first sentence of this Section 5.10 hereof of the obligations undertaken in this Section 5.10 6.2 and in the Confidentiality Agreement (as defined in Section 9.7). The Company will notify Parent immediately if any such inquiries, proposals or offers are received by, any such information is requested from, or any such discussions or negotiations are sought to cause them be initiated or continued with, any of its representatives indicating, in connection with such notice, the name of such Person and the material terms and conditions of any proposals or offers and thereafter shall keep Parent informed, on a current basis, on the status and terms of any such proposals or offers and the status of any such negotiations or discussions. The Company also will promptly request each Person that has heretofore executed a confidentiality agreement in connection with its consideration of an Acquisition Proposal to cease immediately return all confidential information heretofore furnished to such Person by or on behalf of it or any current activities that are inconsistent with this Section 5.10. Notwithstanding the foregoing, nothing contained in this Agreement shall prevent Seller or of its board of directors (the “Board”) from:Subsidiaries.

Acquisition Proposals. Except as otherwise provided in Without limitation on any of such party's other obligations under this Section 5.10Agreement (including under Article IV hereof), Seller each of Parent and the Company agrees that neither it nor any of its Subsidiaries nor any of their respective directors, the officers and directors of it or employees its Subsidiaries shall, and that it shall direct its Subsidiaries and its and its Subsidiaries’ agents and representatives and use its reasonable best efforts to cause its and its Subsidiaries’ ' employees, agents and representatives (including any investment banker, attorney or accountant retained by it or any of its Subsidiaries) not to, directly or indirectly, initiate, solicit solicit, encourage or encourage knowingly facilitate (including by way of furnishing information) any inquiries or the making of any proposal or offer with respect to a merger, reorganization (including an Alternate Plan)reorganization, share exchange, consolidation consolidation, business combination, recapitalization, liquidation, dissolution or similar transaction involving (directly or indirectly)it, or any purchase or sale of the assets (directly or though a proposed investment in Equity Securities, debt securities or claims including stock of creditorsSubsidiaries) of such party and its Subsidiaries, taken as a whole, having an aggregate value equal to $5,000,000 or more, or any purchase or sale of, or tender or exchange offer for, 10% or more of the Transferred Assets Related to the Business or equity securities of the outstanding Equity Securities of Seller or any of its Affiliates directly or indirectly owning Assets Related to the Business such party (any such proposal or offer (other than a proposal or offer made by the other party or an affiliate thereof) being hereinafter referred to as an “"Acquisition Proposal” "). Each of Parent and any such transaction, an “Acquisition”); provided, however, that the foregoing shall not restrict Seller from renewing the “exit financing” of the Debtors on substantially the same terms as in effect as of March 31, 2005. Seller Company further agrees that neither it nor any of its Subsidiaries nor any of their respective directors, the officers and directors of it or employees its Subsidiaries shall, and that it shall direct its Subsidiaries and its and its Subsidiaries’ agents and representatives and use its reasonable best efforts to cause its and its Subsidiaries’ ' employees, agents and representatives (including any investment banker, attorney or accountant retained by it or any of its Subsidiaries) not to, directly or indirectly, engage in have any negotiations concerning, discussion with or provide any confidential information or data to or have any discussions with any Person relating to, to an Acquisition Proposal, or otherwise engage in any negotiations concerning an Acquisition Proposal, or knowingly facilitate any effort or attempt to make or implement an Acquisition Proposal or accept an Acquisition Proposal. Seller Notwithstanding anything in this Agreement to the contrary, Parent and its Board of Directors shall be permitted to comply with Rule 14d-9 and Rule 14e-2 promulgated under the Exchange Act with regard to an Acquisition Proposal. Parent or the Company, as the case may be, shall promptly notify the other party of any such inquiries, proposals or offers received by, any such information requested from, or any such discussions or negotiations sought to be initiated or continued with, any of it or its Subsidiaries or with any of its or its Subsidiaries' officers, directors, employees, agents or other representatives indicating, in connection with such notice, the name of such Person and the material terms and conditions of any inquiries, proposals or offers. Each of Parent and the Company agrees that it will take promptly keep the necessary steps other party informed of the status and terms of any such proposals or offers. Each of Parent and the Company agrees that it will, and will cause its officers, directors, employees, agents and other representatives to, immediately cease and cause to be terminated any activities, discussions or negotiations existing as of the date of this Agreement with any parties conducted heretofore with respect to any Acquisition Proposal. Each of Parent and the Company agrees that it will use reasonable best efforts to promptly inform the Persons referred to in the first sentence of this Section 5.10 its officers, directors, employees, agents and other representatives of the obligations undertaken in this Section 5.10 and to cause them to cease immediately any current activities that are inconsistent with this Section 5.10. Notwithstanding the foregoing, nothing contained in this Agreement shall prevent Seller or its board of directors (the “Board”) from:5.5.

Acquisition Proposals. Except as otherwise provided in this Section 5.10, Seller (a) The Company agrees that neither it nor any of its Subsidiaries nor any of their respective directors, the officers and directors of it or employees its Subsidiaries shall, and that it shall direct its Subsidiaries and its and its Subsidiaries’ agents and representatives and use its best efforts to cause its and its Subsidiaries’ ' employees, agents and representatives (including any investment banker, attorney or accountant retained by it or any of its Subsidiaries) not to, directly or indirectly, initiate, solicit or encourage any inquiries or the making of any proposal or offer with respect to a merger, reorganization (including an Alternate Plan)reorganization, share exchange, consolidation or similar transaction involving (directly or indirectly)involving, or any purchase (directly of all or though a proposed investment in Equity Securities, debt securities or claims of creditors) of 10% or more of the Transferred Assets Related to the Business assets or of the outstanding Equity Securities of Seller any equity securities of, it or any of its Affiliates directly or indirectly owning Assets Related to the Business Subsidiaries (any such proposal or offer being hereinafter referred to as an “"Acquisition Proposal” and any such transaction, an “Acquisition”"); provided, however, that the foregoing shall not restrict Seller from renewing the “exit financing” of the Debtors on substantially the same terms as in effect as of March 31, 2005. Seller The Company further agrees that neither it nor any of its Subsidiaries nor any of their respective directors, the officers and directors of it or employees its Subsidiaries shall, and that it shall direct its Subsidiaries and its and its Subsidiaries’ agents and representatives and use its best efforts to cause its and its Subsidiaries’ ' employees, agents and representatives (including any investment banker, attorney or accountant retained by it or any of its Subsidiaries) not to, directly or indirectly, engage in any negotiations concerning, or provide any confidential information or data to to, or have any discussions with with, any Person relating to, to an Acquisition Proposal, or otherwise facilitate any effort or attempt to make or implement an Acquisition Proposal; provided, however, that nothing contained in this Agreement shall prevent the Company or its board of directors from (A) complying with Rules 14d-9 and 14e-2 promulgated under the Exchange Act with regard to an Acquisition Proposal; (B) providing information in response to a request therefor by a Person who has made an unsolicited bona fide written Acquisition Proposal if the board of directors receives from the Person so requesting such information an executed confidentiality agreement on terms substantially similar to those contained in the Confidentiality Agreement (as defined in Section 9.7), except that such confidentiality agreement may provide that such Person shall not be prohibited from submitting an Acquisition Proposal to the board of directors of the Company; (C) engaging in any negotiations or discussions with any Person who has made an unsolicited bona fide written Acquisition Proposal; or (D) recommending such an Acquisition Proposal to the stockholders of the Company, if and only to the extent that, (i) in each such case referred to in clause (B), (C) or (D) above, the board of directors of the Company determines in good faith after consultation with outside legal counsel that such action is necessary in order for its directors to comply with their respective fiduciary duties under applicable law and (ii) in each case referred to in clause (C) or (D) above, the board of directors of the Company determines in good faith (after consultation with its financial advisor) that such Acquisition Proposal, if accepted, is reasonably likely to be consummated, taking into account all legal, financial and regulatory aspects of the proposal and the Person making the proposal and would, if consummated, result in a transaction more favorable to the Company's stockholders from a financial point of view than the transaction contemplated by this Agreement (any such more favorable Acquisition Proposal being referred to in this Agreement as a "Superior Proposal"). Seller The Company agrees that it will immediately cease and cause to be terminated any existing activities, discussions or negotiations with any parties conducted heretofore with respect to any Acquisition Proposal. The Company agrees that it will take the necessary steps to promptly inform the Persons individuals or entities referred to in the first sentence of this Section 5.10 hereof of the obligations undertaken in this Section 5.10 6.2. The Company agrees that it will notify Parent immediately if any such inquiries, proposals or offers are received by, any such information is requested from, or any such discussions or negotiations are sought to be initiated or continued with, any of its representatives indicating, in connection with such notice, the name of such Person and the material terms and conditions of any proposals or offers and thereafter shall keep Parent informed, on a current basis, on the status and terms of any such proposals or offers and the status of any such discussions or negotiations. The Company also agrees that it will promptly request each Person that has heretofore executed a confidentiality agreement in connection with its consideration of acquiring it or any of its Subsidiaries to cause them return all confidential information heretofore furnished to cease immediately such Person by or on behalf of it or any current activities that are inconsistent with this Section 5.10. Notwithstanding the foregoing, nothing contained in this Agreement shall prevent Seller or of its board of directors (the “Board”) from:Subsidiaries.

Acquisition Proposals. Except as otherwise provided in this Section 5.10, Seller JSB agrees that neither it nor any of its Subsidiaries Subsidiaries, nor any of their the respective directorsofficers and directors of JSB or any of its Subsidiaries, officers or employees shall, and that it JSB shall direct not authorize or permit any of its Subsidiaries and its and its Subsidiaries’ employees, agents and representatives and use its best efforts to cause its and its Subsidiaries’ agents and or representatives (including including, without limitation, any investment banker, attorney or accountant retained by it or any of its Subsidiaries) not to, (a) initiate, solicit or encourage, directly or indirectly, initiate, solicit or encourage any inquiries or the making of any proposal or offer (including, without limitation, any proposal or offer to JSB's stockholders) with respect to a merger, reorganization (including an Alternate Plan), share exchange, consolidation or similar transaction involving (directly or indirectly)involving, or any purchase (directly of all or though a proposed investment in Equity Securities, debt securities or claims of creditors) of 10% or more any significant portion of the Transferred Assets Related to the Business assets or of the outstanding Equity Securities of Seller any equity securities of, JSB or any of its Affiliates directly or indirectly owning Assets Related to the Business material Subsidiaries (any such proposal or offer being hereinafter referred to as an “"Acquisition Proposal” and any such transaction, an “Acquisition”); provided, however, that the foregoing shall not restrict Seller from renewing the “exit financing” of the Debtors on substantially the same terms as in effect as of March 31, 2005. Seller further agrees that neither it nor any of its Subsidiaries nor any of their respective directors, officers ") or employees shall, and that it shall direct its Subsidiaries and its and its Subsidiaries’ agents and representatives and use its best efforts to cause its and its Subsidiaries’ agents and representatives (including any investment banker, attorney or accountant retained by it or any of its Subsidiariesb) not to, directly or indirectly, engage in any negotiations concerning, or provide any confidential information or data to to, or have any discussions with with, any Person person relating to, to an Acquisition Proposal, or otherwise facilitate any effort or attempt to make or implement an Acquisition Proposal; provided, however, that nothing contained in this Agreement shall prevent JSB or its Board of Directors from (i) complying with Rule 14e-2 promulgated under the Exchange Act with regard to an Acquisition Proposal or (ii) (A) providing information in response to a request therefor by a person who has made an unsolicited bona fide written Acquisition Proposal (an "Unsolicited Acquisition Proposal") if the Board of Directors receives from the person so requesting such information an executed confidentiality agreement on terms substantially equivalent to those contained in the confidentiality agreement between NFB and JSB, dated as of July 13, 1999; or (B) engaging in any negotiations or discussions with any person who has made an Unsolicited Acquisition Proposal, if and only to the extent that, in each such case referred to in clause (A) or (B) above, (x) the Board of Directors of JSB, after consultation with and based upon the written opinion of outside legal counsel, in good xxxxx xxxxx such action to be legally necessary for the proper discharge of its fiduciary duties under applicable law and (y) the Board of Directors of JSB, after consultation with its financial advisor, determines in good faith that such Unsolicited Acquisition Proposal, if accepted, is reasonably likely to be consummated, taking into account all legal, financial and regulatory aspects of the proposal and the person making the proposal and would, if consummated, result in a more favorable transaction than the transaction contemplated by this Agreement, taking into account the prospects and interests of JSB and its stockholders. Seller agrees that it JSB will notify NFB immediately orally (within one day) and in writing (within three days) if any such Unsolicited Acquisition Proposals are received by, any such information is requested from, or any such negotiations or discussions are sought to be initiated or continued with JSB after the date hereof, the identity of the person making such inquiry, proposal or offer and the substance thereof and will keep NFB informed of any developments with respect thereto immediately upon the occurrence thereof. Subject to the foregoing, JSB will immediately cease and cause to be terminated any existing activities, discussions or negotiations with any parties conducted heretofore with respect to any of the foregoing. JSB will take the necessary steps to promptly inform the Persons appropriate individuals or entities referred to in the first sentence of this Section 5.10 hereof of the obligations undertaken in this Section 5.10 and 4.1. JSB will promptly request each person (other than NFB) that has executed a confidentiality agreement prior to cause them the date hereof in connection with its consideration of a business combination with JSB or any of its Subsidiaries to cease immediately return or destroy all confidential information previously furnished to such person by or on behalf of JSB or any current activities that are inconsistent with this Section 5.10of its Subsidiaries. Notwithstanding the foregoing, nothing contained in this Agreement JSB shall prevent Seller or its board of directors (the “Board”) from:take all steps necessary to enforce all such confidentiality agreements.

Acquisition Proposals. Except (a) The Company agrees that, except as otherwise provided in expressly contemplated by this Section 5.10Agreement, Seller agrees that neither it nor any and each of its Subsidiaries nor any of their respective directors, officers or employees shallwill not, and that it shall direct its Subsidiaries and its and its Subsidiaries’ agents and representatives and use its commercially reasonable best efforts to cause its and its Subsidiaries’ ' officers, directors, employees, investment bankers, attorneys, accountants, financial advisors, agents and or other representatives (including any investment bankercollectively, attorney or accountant retained by it or any of its Subsidiaries"Representatives") not to, directly or indirectly, initiate, solicit solicit, knowingly encourage or encourage otherwise knowingly facilitate any inquiries or the making of any proposal or offer with respect to a merger, reorganization (including an Alternate Plan)reorganization, share exchange, consolidation or similar transaction involving (directly or indirectly)the Company, or any purchase (directly pursuant to a new issuance, tender offer, takeover bid or though a proposed investment in Equity Securitiesotherwise) of, debt securities or claims of creditors) of 10offer to purchase, 20% or more of the Transferred Assets Related to the Business or voting securities of the outstanding Equity Securities of Seller Company, or any business that constitutes 20% or more of its Affiliates directly the Company's consolidated net revenues, net income or indirectly owning Assets Related to shareholders' equity (as reflected on the Business financial statements included in the Company Form 10-K) (any such proposal or offer being hereinafter referred to as an “"Acquisition Proposal” and any such transaction, an “Acquisition”"); provided, however, that the foregoing shall not restrict Seller from renewing the “exit financing” of the Debtors on substantially the same terms as in effect as of March 31, 2005. Seller The Company further agrees that neither it nor any of its Subsidiaries nor any of their respective directors, officers or employees shall, and that it shall direct its Subsidiaries and its and its Subsidiaries’ agents and representatives and use its commercially reasonable best efforts to cause its and its Subsidiaries’ agents and representatives (including any investment banker, attorney or accountant retained by it or any of its Subsidiaries) Subsidiaries Representatives not to, directly or indirectly, engage in have any negotiations concerning, discussions with or provide any confidential information or data to or have any discussions with any Person relating to, to an Acquisition Proposal, or engage in any negotiations concerning an Acquisition Proposal, otherwise knowingly facilitate any effort or attempt to make or implement an Acquisition Proposal or enter into any agreement with respect to any Acquisition Proposal. Seller agrees ; provided, however, that it will take the necessary steps to promptly inform the Persons referred to in the first sentence of this Section 5.10 of the obligations undertaken in this Section 5.10 and to cause them to cease immediately any current activities that are inconsistent with this Section 5.10. Notwithstanding the foregoing, nothing contained in this Agreement shall prevent Seller the Company or its board of directors from (i) making any disclosure to its shareholders if, in the “Board”good faith judgment of its board of directors, failure so to disclose would be inconsistent with its obligations under applicable Law or the listing rules of the NYSE; provided, however, that it shall use commercially reasonable best efforts to notify Parent of such obligation and the substance of the planned disclosure as promptly as practicable (and in any event prior to making any such disclosure); (ii) from:prior to the Company Shareholder Meeting discussing or negotiating with or furnishing information to any Person who has made a bona fide unsolicited written Acquisition Proposal which did not, directly or indirectly, result from or follow a breach by the Company of this Section 6.3(a); provided, that no information shall be furnished to any Person unless such Person shall have entered into a confidentiality agreement with the Company, containing terms and conditions of substantially the same effect as those of the Confidentiality Agreement; or (iii) recommending (but only at a time that is after the fifth Business Day following Parent's receipt of written notice advising Parent that the Company's board of directors is prepared to recommend a Superior Proposal) such an Acquisition Proposal to its shareholders, if and only to the extent that, in the case of actions referred to in clause (ii) or clause (iii), such Acquisition Proposal is or, in the case of clause (ii) would reasonably be expected to result in, a Superior Proposal and the board of directors of the Company determines in good faith, after consultation with outside legal counsel, that failure to do so (and, in the case of clause (ii), failure to continue to do so) would be inconsistent with their fiduciary duties under applicable Law. For purposes of this Agreement, a "

Acquisition Proposals. Except as otherwise provided in this Section 5.10, Seller (a) The Company agrees that neither it shall not nor shall it knowingly permit any of its Subsidiaries nor or any of their respective directors, the officers and directors of it or employees shallits Subsidiaries to, and that it shall direct its Subsidiaries and its and its Subsidiaries’ agents and representatives and use its reasonable best efforts to cause its and its Subsidiaries’ ' employees, agents and representatives (including any investment banker, attorney or accountant retained by it or any of its Subsidiaries) (the Company, its Subsidiaries and their officers, directors, employees, agents and representatives being referred to as the "Company Representatives") not to, directly or indirectly, initiate, solicit solicit, or knowingly encourage or otherwise intentionally facilitate any inquiries or the making of any proposal or offer with respect to a merger, reorganization (including an Alternate Plan)reorganization, share exchange, consolidation consolidation, business combination, recapitalization, liquidation, dissolution or similar transaction involving (directly or indirectly)the Company, or any purchase or sale of the consolidated assets (directly or though a proposed investment in Equity Securities, debt securities or claims including without limitation stock of creditorsSubsidiaries) of 10the Company or any of its Subsidiaries, taken as a whole, having an aggregate value equal to 15% or more of the Transferred Assets Related to the Business or of the outstanding Equity Securities of Seller Company's market capitalization, or any purchase or sale of, or tender or exchange offer for, 15% or more of its Affiliates directly or indirectly owning Assets Related to the Business equity securities (any such proposal or offer being hereinafter referred to as an “"Acquisition Proposal” and any such transaction, an “Acquisition”"); provided, however, that the foregoing shall not restrict Seller from renewing the “exit financing” of the Debtors on substantially the same terms as in effect as of March 31, 2005. Seller The Company further agrees that neither it shall not nor shall it knowingly permit any of its Subsidiaries nor or any of their respective directors, the officers and directors of it or employees shallits Subsidiaries to, and that it shall direct its Subsidiaries and its and its Subsidiaries’ agents and representatives and use its reasonable best efforts to cause its and its Subsidiaries’ agents and representatives (including any investment banker, attorney or accountant retained by it or any of its Subsidiaries) the Company Representatives not to, directly or indirectly, engage have any discussion in any negotiations concerning, furtherance of or provide any confidential information or data to or have any discussions with any Person relating to, to an Acquisition Proposal or engage in any negotiations concerning an Acquisition Proposal, or otherwise intentionally facilitate any effort or attempt to make or implement an Acquisition Proposal. Seller agrees ; provided, however, that it will take the necessary steps to promptly inform the Persons referred to in the first sentence of this Section 5.10 of the obligations undertaken in this Section 5.10 and to cause them to cease immediately any current activities that are inconsistent with this Section 5.10. Notwithstanding the foregoing, nothing contained in this Agreement shall prevent Seller either the Company or its board Board of directors Directors from: (A) complying with Rules 14d-9 and 14e-2 promulgated under the “Board”Exchange Act with regard to an Acquisition Proposal; (B) from:if the Board of Directors of the Company determines in good faith after consultation with outside counsel, that in order for the Board of Directors of the Company to comply with its fiduciary duties to stockholders under applicable law it should take such action, engaging in any discussions or negotiations with or providing any information or data to any Person (including its Representatives) in response to an unsolicited written Acquisition Proposal by any such Person; provided, that prior to providing any information or data to any Person in connection with an Acquisition Proposal by any such Person, the Board of Directors of the Company shall receive from such Person an executed confidentiality agreement on terms substantially similar to those contained in the confidentiality agreement previously entered into between Parent and the Company in connection with their consideration of the Merger; provided further, that such confidentiality agreement shall contain terms that allow the Company to comply with its obligations under this Section 6.2 or (C) recommending such an unsolicited written Acquisition Proposal to the stockholders of the Company if, and only to the extent that, with respect to the actions referred to in clause (C), (i) the Board of Directors of the Company concludes in good faith (after consultation with its outside legal counsel and its financial advisor) that such Acquisition Proposal is reasonably capable of being completed, and would, if consummated, result in a transaction more favorable to the Company's stockholders than the Merger (a "Superior Proposal"), and (ii) the Board of Directors of the Company determines in good faith after consultation with outside legal counsel that the failure to take such action would be reasonably likely to be inconsistent with its fiduciary duty to the Company's stockholders under applicable Law.

Acquisition Proposals. Except as otherwise provided in this Section 5.10, Seller Camco agrees that neither it nor any of its Subsidiaries nor any of their respective directors, officers or employees shallshall not, and that it shall direct its Subsidiaries and its and its Subsidiaries’ agents and representatives and use its reasonable best efforts to cause its and its Subsidiaries’ directors, officers, employees, agents and representatives (including any investment banker, attorney or accountant retained by it or any of its Subsidiaries) not to, directly or indirectly, initiate, solicit solicit, encourage or encourage otherwise facilitate any inquiries or the making of any proposal or offer with respect to a merger, reorganization (including an Alternate Plan)reorganization, share exchange, consolidation or similar transaction involving (directly or indirectly)Camco, or any purchase (directly of all or though a proposed investment in Equity Securities, debt securities or claims substantially all of creditors) the assets of 10% Camco or more of the Transferred Assets Related to the Business or than 25% of the outstanding Equity Securities equity securities of Seller or any of its Affiliates directly or indirectly owning Assets Related to the Business Camco (any such proposal or offer being hereinafter referred to as an “Acquisition Proposal” and any such transaction, an “Acquisition”); provided, however, that the foregoing shall not restrict Seller from renewing the “exit financing” of the Debtors on substantially the same terms as in effect as of March 31, 2005. Seller Camco further agrees that neither it nor any of its Subsidiaries nor any of their respective directors, officers or employees shallshall not, and that it shall direct its Subsidiaries and its and its Subsidiaries’ agents and representatives and use its reasonable best efforts to cause its and its Subsidiaries’ directors, officers, employees, agents and representatives (including any investment banker, attorney or accountant retained by it or any of its Subsidiaries) not to, directly or indirectly, engage in any negotiations concerning, or provide any confidential information or data to to, or have any discussions with with, any Person person relating to, to an Acquisition Proposal, or otherwise facilitate any effort or attempt to make or implement an Acquisition Proposal. Seller agrees ; provided, however, that it will take the necessary steps to promptly inform the Persons referred to in the first sentence of this Section 5.10 of the obligations undertaken in this Section 5.10 and to cause them to cease immediately any current activities that are inconsistent with this Section 5.10. Notwithstanding the foregoing, nothing contained in this Agreement shall prevent Seller Camco or its the Camco board of directors from (A) complying with its disclosure obligations under federal or state law; (B) providing information in response to a request therefore by a person who has made an unsolicited bona fide written Acquisition Proposal if the Camco board of directors receives from the person so requesting such information an executed confidentiality agreement; (C) engaging in any negotiations or discussions with any person who has made an unsolicited bona fide written Acquisition Proposal or (D) voting to recommend such an Acquisition Proposal to the stockholders of Camco, if and only to the extent that, in each such case referred to in clause (B), (C) or (D) above, (i) the Camco board of directors determines in good faith (after consultation with its outside legal counsel) that such action would be required in order for its directors to comply with their respective fiduciary duties under applicable law and (ii) the Camco board of directors determines in good faith (after consultation with its outside legal counsel and receipt of a written opinion of its financial advisor) that such Acquisition Proposal, if accepted, is reasonably likely to be consummated, taking into account all legal, financial and regulatory aspects of the proposal and the person making the proposal and would, if consummated, result in a transaction more favorable to Camco’s stockholders from a financial point of view than the Merger. An Acquisition Proposal which is received and considered by the Camco board of directors in compliance with this Section 6.7 hereof and which meets the requirements set forth in clause (D) of the preceding sentence is herein referred to as a “Board”Superior Proposal.” Camco agrees that it will immediately cease and cause to be terminated any existing activities, discussions or negotiations with any parties conducted heretofore with respect to any Acquisition Proposals. Camco agrees that it will promptly notify (which notification shall not more than 24 hours after the earlier of knowledge or receipt of such inquiry, proposal, offer or request) First Place if any such inquiries, proposals or offers are received by, any such information is requested from:, or any such discussions or negotiations are sought to be initiated or continued with, Camco or any of its representatives.

Acquisition Proposals. Except (a) The Company agrees that, except as otherwise provided expressly permitted in this Section 5.105.3, Seller agrees that neither it nor any of its Subsidiaries nor any of their respective directors, officers or employees shall, and that it the Company shall, and shall direct cause its Subsidiaries and its and its Subsidiaries’ to, instruct their respective officers, directors, employees, investment bankers, attorneys, accountants, financial advisors, affiliates, agents and representatives and use its best efforts to cause its and its Subsidiaries’ agents and other representatives (including any investment banker, attorney or accountant retained by it or any of its Subsidiariesthe “Representatives”) not to, directly or indirectly, (v) initiate, solicit solicit, knowingly encourage or encourage knowingly facilitate (including by way of furnishing non-public information), or take any other action designed to lead to, any inquiries or the making or submission of any proposal that constitutes, or offer would reasonably be expected to lead to, an Acquisition Proposal, (w) participate or engage in discussions or negotiations with, or disclose any non-public information or data relating to the Company or any of its Subsidiaries or afford access to the properties, books or records of the Company or any of its Subsidiaries to any Person that has made an Acquisition Proposal or any inquiry or proposal that would reasonably be expected to lead to an Acquisition Proposal, (x) accept an Acquisition Proposal or enter into any agreement (other than an Acceptable Confidentiality Agreement in circumstances contemplated in this Section 5.3), including any letter of intent or agreement in principle, providing for or relating to an Acquisition Proposal or enter into any agreement, including any letter of intent or agreement in principle, that would require, or would have the effect of causing, the Company to abandon, terminate or fail to consummate the Merger or the other transactions contemplated by this Agreement, (y) amend or grant any waiver, release or modification under, or fail to enforce, any standstill or similar agreement with respect to any class of equity securities of the Company or any of its Subsidiaries, or (z) resolve to do any of the foregoing. Without limiting the foregoing, it is agreed that any action taken by any of the Company’s Subsidiaries or by any Representatives of the Company or any of its Subsidiaries that, if taken by the Company, would constitute a breach of this Section 5.3 shall constitute a breach of this Section 5.3 by the Company, regardless of (x) whether such Representative is authorized to take such action, (y) whether such Representative is purporting to act on behalf of the Company or any of its Subsidiaries or otherwise, and (z) any contrary instruction given to such Representative by the Company or any of its other Representatives pursuant to this Section 5.3 or otherwise. Notwithstanding anything to the contrary in this Agreement, the Company and the Company Board may take any actions described in clause (w) of this Section 5.3 with respect to a mergerthird party if at any time prior to obtaining the Company Required Vote (A) the Company receives a written Acquisition Proposal from such third party that the Company Board believes in good faith is bona fide, reorganization (including B) the Company Board determines in good faith, after consultation with its financial advisors and outside legal counsel, that such proposal constitutes, or is reasonably likely to result in, a Superior Proposal, and (C) the Company Board determines in good faith, after consultation with its outside counsel, that the failure to participate in such negotiations or discussions or to furnish such information or data to such third party would reasonably be expected to be inconsistent with the Company Board’s fiduciary duties under applicable Law, provided that (1) such Acquisition Proposal was received after the date of this Agreement, such Acquisition Proposal was not the result of a material violation of this Section 5.3 and such Acquisition Proposal has not been withdrawn, (2) the Company provides to the Buyer the notice required by Section 5.3(e) with respect to such Acquisition Proposal, (3) prior to or substantially concurrently with providing or making available to such other Person any non-public information about the Company and its Subsidiaries that was not previously provided or made available to the Buyer, the Company will provide such non-public information to the Buyer, and (4) the Company shall not deliver any information to such third party without entering into a confidentiality agreement (an Alternate Plan“Acceptable Confidentiality Agreement”) on terms, as they relate to confidentiality, no less favorable to the Company than the Confidentiality Agreement (provided that such Acceptable Confidentiality Agreement need not contain any “standstill” or similar provision that would prohibit such third party from making any Acquisition Proposal), share exchange, consolidation or similar transaction involving (directly or indirectly), or any purchase (directly or though a proposed investment in Equity Securities, debt securities or claims copy of creditors) of 10% or more of the Transferred Assets Related which shall be promptly provided to the Business Buyer. Nothing contained in this Section 5.3 shall prohibit the Company or of the outstanding Equity Securities of Seller or any of its Affiliates directly or indirectly owning Assets Related Company Board from taking and disclosing to the Business (Company’s stockholders a position with respect to an Acquisition Proposal pursuant to Rule 14d-9 and 14e-2(a) promulgated under the Exchange Act or from making any such proposal or offer being hereinafter referred similar disclosure, in either case to as an “Acquisition Proposal” and any such transaction, an “Acquisition”)the extent required by applicable Law; provided, however, that any such disclosure that addresses or relates to the foregoing approval, recommendation or declaration of advisability by the Company Board with respect to this Agreement or an Acquisition Proposal shall be deemed to be an Adverse Recommendation Change unless the Company Board in connection with such communication publicly states that its recommendation with respect to this Agreement has not restrict Seller from renewing changed or refers to the “exit financing” prior recommendation of the Debtors on substantially the same terms as in effect as of March 31, 2005. Seller further agrees that neither it nor any of its Subsidiaries nor any of their respective directors, officers or employees shall, and that it shall direct its Subsidiaries and its and its Subsidiaries’ agents and representatives and use its best efforts to cause its and its Subsidiaries’ agents and representatives (including any investment banker, attorney or accountant retained by it or any of its Subsidiaries) not to, directly or indirectly, engage in any negotiations concerning, or provide any confidential information or data to or have any discussions with any Person relating to, an Acquisition Proposal, or otherwise facilitate any effort or attempt to make or implement an Acquisition Proposal. Seller agrees that it will take the necessary steps to promptly inform the Persons referred to in the first sentence of this Section 5.10 of the obligations undertaken in this Section 5.10 and to cause them to cease immediately any current activities that are inconsistent with this Section 5.10. Notwithstanding the foregoing, nothing contained in this Agreement shall prevent Seller or its board of directors (the “Company Board”) from:.

Acquisition Proposals. (a) Except as otherwise provided expressly permitted by Section 6.1(b), from the date of this Agreement until the Effective Date or, if earlier, the valid termination of this Agreement in this accordance with Section 5.108.1, Seller agrees that neither it nor any the Company shall not, and shall cause each of its Subsidiaries nor any of their respective directors, officers or employees shall, and that it shall direct its Subsidiaries subsidiaries and its and its Subsidiariessubsidiaries’ agents respective officers, directors and representatives employees not to, and shall use its reasonable best efforts to cause its and its Subsidiaries’ agents and representatives (including any investment banker, attorney or accountant retained by it or any of its Subsidiaries) their other respective Representatives not to, directly or indirectly, (i) initiate, solicit or knowingly encourage or facilitate any inquiries inquiries, proposals or offers with respect to, or the making of any proposal or offer with respect to a merger, reorganization (including an Alternate Plan), share exchange, consolidation or similar transaction involving (directly or indirectly)of, or that could reasonably be expected to lead to, any purchase (directly or though a proposed investment in Equity Securities, debt securities or claims of creditors) of 10% or more of the Transferred Assets Related to the Business or of the outstanding Equity Securities of Seller or any of its Affiliates directly or indirectly owning Assets Related to the Business (any such proposal or offer being hereinafter referred to as an “Acquisition Proposal” and any such transaction, an “Acquisition”); providedor the consummation thereof, however(ii) enter into, that the foregoing shall not restrict Seller from renewing the “exit financing” of the Debtors on substantially the same terms as in effect as of March 31continue or otherwise participate or engage in, 2005. Seller further agrees that neither it nor any of its Subsidiaries nor any of their respective directorsfacilitate or encourage, officers or employees shall, and that it shall direct its Subsidiaries and its and its Subsidiaries’ agents and representatives and use its best efforts to cause its and its Subsidiaries’ agents and representatives (including any investment banker, attorney or accountant retained by it or any of its Subsidiaries) not to, directly or indirectly, engage in any negotiations or discussions concerning, or provide any confidential information or data that could reasonably be expected to or have any discussions with any Person relating lead to, an Acquisition Proposal, or otherwise facilitate provide access to its properties, books and records or any effort information or attempt data to make or implement any Person relating to an Acquisition Proposal, (iii) approve, endorse or recommend, or propose publicly to approve, endorse or recommend, any Acquisition Proposal, (iv) waive, terminate, modify or fail to enforce any provision of any “standstill” or similar obligation of any Person (other than BidCo) with respect to the Company or any of its subsidiaries, (v) take any action to make the provisions of any Takeover Law, or any restrictive provision of any applicable anti-takeover provision in the Certificate of Incorporation or Articles of Association, inapplicable to any transactions contemplated by any Acquisition Proposal, (vi) execute or enter into any merger agreement, acquisition agreement or other similar definitive agreement with respect to any Acquisition Proposal or (vii) authorize any of, or commit or agree to do any of, the foregoing. Seller The Company shall, and shall cause each of its subsidiaries and its and its subsidiaries’ respective officers, directors and employees to, and shall use its reasonable best efforts to cause its and their other respective Representatives to, immediately cease, (x) any solicitations, discussions, communications or negotiations with any Person (other than the Parties) in connection with an Acquisition Proposal, in each case that exist as of the date hereof and (y) all access of any Person (other than the Parties and their respective Representatives) to any electronic data room maintained by the Company with respect to the transactions contemplated by this Agreement. The Company also agrees that it will take promptly (and in any event within two (2) Business Days) deliver a written notice to each such Person to the necessary steps effect that the Company is ending all such solicitations, discussions, communications and negotiations with such Person, effective immediately, which written notice shall also request each Person (other than the Parties) that has prior to the date hereof executed a confidentiality agreement in connection with its consideration of acquiring the Company to promptly inform return or destroy all non-public information furnished to such Person by or on behalf of it or any of its subsidiaries prior to the Persons referred to in the first sentence of this Section 5.10 of the obligations undertaken in this Section 5.10 and to cause them to cease immediately any current activities that are inconsistent with this Section 5.10. Notwithstanding the foregoing, nothing contained in this Agreement shall prevent Seller or its board of directors (the “Board”) from:date hereof.

Acquisition Proposals. Except as otherwise provided in this Section 5.10, Seller (a) The Company agrees that neither it nor any Subsidiary of its Subsidiaries the Company nor any of their respective directors, officers or employees directors shall, and that it shall direct its Subsidiaries and its and its Subsidiaries’ agents and representatives and use its best efforts to cause its and its such Subsidiaries’ ' employees, agents and representatives (including any investment banker, attorney or accountant retained by it them or any of its the Company's Subsidiaries) not to, directly or indirectly, (i) initiate, solicit solicit, encourage or encourage otherwise facilitate any inquiries or the making of any proposal or offer with respect to a merger, reorganization (including an Alternate Plan)reorganization, share exchange, consolidation consolidation, purchase, or similar transaction involving (directly or indirectly), or any purchase (directly or though a proposed investment in Equity Securities, debt securities or claims of creditorsA) of 10more than 15% or more of the Transferred Assets Related to the Business or consolidated assets of the outstanding Equity Securities of Seller or any of its Affiliates directly or indirectly owning Assets Related Company primarily related to the Business (a "Consumer Products Acquisition Proposal"); (B) more than 15% of the consolidated assets of the Company other than assets primarily related to the Business (such assets, the "Healthcare Business" and such a proposal, a "Healthcare Acquisition Proposal"); or (C) more than 15% of the outstanding equity securities of the Company or more than 15% of each of the consolidated assets related to the Business and the consolidated assets related to the Healthcare Business (a "Company Acquisition Proposal", any such proposal Consumer Products Acquisition Proposal, Healthcare Acquisition Proposal or offer Company Acquisition Proposal being hereinafter referred to as an “"Acquisition Proposal” and any such transaction, an “Acquisition”"); provided, however, that the foregoing shall not restrict Seller from renewing the “exit financing” of the Debtors on substantially the same terms as in effect as of March 31, 2005. Seller further agrees that neither it nor any of its Subsidiaries nor any of their respective directors, officers or employees shall, and that it shall direct its Subsidiaries and its and its Subsidiaries’ agents and representatives and use its best efforts to cause its and its Subsidiaries’ agents and representatives (including any investment banker, attorney or accountant retained by it or any of its Subsidiariesii) not to, directly or indirectly, engage in any negotiations concerning, or provide any confidential information or data to to, or have any substantive discussions with with, any Person relating to, to an Acquisition Proposal, or otherwise facilitate any effort or attempt to make or implement an Acquisition Proposal (including by entering into any letter of intent or similar document or any contract, agreement or commitment with any Person making such an Acquisition Proposal. Seller agrees that it will take ) or (iii) approve, endorse or recommend any Acquisition Proposal; provided, however, that, prior to the necessary steps to promptly inform the Persons referred to in the first sentence due adoption of this Section 5.10 Agreement by holders of Company Shares constituting the obligations undertaken in this Section 5.10 and to cause them to cease immediately any current activities that are inconsistent with this Section 5.10. Notwithstanding the foregoingCompany Requisite Vote, nothing contained in this Agreement shall prevent Seller the Company, its directors, officers, agents or other representatives from (A) complying with its board disclosure obligations under federal or state law; (B) providing information in response to a request therefor by a Person who has made an unsolicited bona fide written Acquisition Proposal if the Board of Directors receives from the Person so requesting such information an executed confidentiality agreement on terms substantially similar to those contained in the Confidentiality Agreement (as defined in Section 9.7), it being understood that such confidentiality agreement will not prohibit the making of an Acquisition Proposal; (C) engaging in any negotiations or discussions with any Person who has made an unsolicited bona fide written Acquisition Proposal or entering into an agreement with such Person solely with respect to the payment by such Person of amounts payable to Parent pursuant to Section 8.5(b) hereof or to Assets Buyer pursuant to Section 11.5(b) of the Asset Purchase Agreement; or (D) approving, endorsing or recommending such an Acquisition Proposal to the stockholders of the Company (which, in the case of a Healthcare Acquisition Proposal or Company Acquisition Proposal, shall be deemed to be a withdrawal or modification of the recommendation of this Agreement by the Board of Directors of the Company) or, following the termination of the Asset Purchase Agreement pursuant to Section 11.3(a) thereof, entering into an agreement with a Person who has made an unsolicited bona fide written Consumer Products Acquisition Proposal with respect to such Consumer Products Acquisition Proposal, if and only to the extent that, (i) in each such case referred to in clause (B), (C) or (D) above, the Board of Directors of the Company determines in good faith (after consultation with outside legal counsel) that failure to take such action would, in light of such Acquisition Proposal and the terms of this Agreement, be inconsistent with the fiduciary duties of the directors under applicable Law and (ii) (x) in the “Board”case of clauses (B) and (C) above, the Board of Directors of the Company determines in good faith (after consultation with its financial advisor) that taking the actions permitted pursuant to such clauses with respect to such Acquisition Proposal could reasonably be expected to result in a Superior Proposal, assuming such Acquisition Proposal is consummated and (y) in the case referred to in clause (D) above, the Board of Directors of the Company determines in good faith (after consultation with its financial advisor) that such Acquisition Proposal is a Superior Proposal. A Consumer Products Acquisition Proposal is a "Superior Proposal" if (i) the transaction (or series of transactions) pursuant to such Acquisition Proposal involves the direct or indirect (by stock acquisition or otherwise) acquisition by a third party of all or substantially all of the consolidated assets of the Company primarily related to the Business and (ii) the consummation of such transaction (or series of transactions) pursuant to such Acquisition Proposal, together with the consummation of the Mergers pursuant hereto, will be more favorable to the Company's stockholders from a financial point of view than the Assets Purchase, taken together with such Mergers and, for purposes of the determination to be made in clause (D) above, in the good faith judgment of the Board of Directors of the Company, it is reasonably likely to be financed by such third party. A Healthcare Acquisition Proposal is a "Superior Proposal" if (i) the transaction (or series of transactions) pursuant to such Acquisition Proposal involves the direct or indirect (by merger, stock acquisition or otherwise) acquisition by a third party of the Healthcare Business and (ii) the consummation of such transaction (or series of transactions) pursuant to such Acquisition Proposal, together with the consummation of the Assets Purchase and the other transactions contemplated by the Asset Purchase Agreement, will be more favorable to the Company's stockholders from a financial point of view than the Mergers, taken together with the Assets Purchase and such other transactions and, for purposes of the determination to be made in clause (D) above, in the good faith judgment of the Board of Directors of the Company, it is reasonably likely to be financed by such third party. A Company Acquisition Proposal is a "Superior Proposal" if (i) the transaction (or series of transactions) pursuant to such Acquisition Proposal involves a third party unaffiliated with CPI acquiring, directly or indirectly, not less than a majority of the outstanding Company Shares (by merger, stock acquisition or otherwise) or acquiring, directly or indirectly, all or substantially all of the consolidated assets of the Company, (ii) such transaction (or series of transactions) is reasonably likely to be consummated and (iii) the consummation of such transaction (or series of transactions) pursuant to such Acquisition Proposal will be more favorable to the Company's stockholders from a financial point of view than the combined effect of the Assets Purchase and the Mergers. The Company agrees that it will immediately cease and cause to be terminated any existing activities, discussions or negotiations with any parties conducted heretofore with respect to any Acquisition Proposals. The Company agrees that it will notify Parent immediately if any such inquiries, proposals or offers are received by, any such information is requested from:, or any such discussions or negotiations are sought to be initiated or continued with, any of its representatives.

Acquisition Proposals. Except as otherwise provided in (a) Subject to the remainder of this Section 5.107.5, Seller agrees that neither it nor none of the Company or any of its Subsidiaries nor any of their respective shall (whether directly or indirectly through Affiliates, directors, officers officers, employees, Representatives or employees shall, and that it shall direct its Subsidiaries and its and its Subsidiaries’ agents and representatives and use its best efforts to cause its and its Subsidiaries’ agents and representatives (including any investment banker, attorney or accountant retained by it or any of its Subsidiaries) not to, directly or indirectly, initiate, solicit or encourage any inquiries or the making of any proposal or offer with respect to a merger, reorganization (including an Alternate Planother intermediaries), share exchange, consolidation or similar transaction involving nor shall (directly or indirectly), or any purchase (directly or though a proposed investment in Equity Securities, debt securities or claims of creditors) of 10% or more of the Transferred Assets Related to the Business or of the outstanding Equity Securities of Seller or Company authorize any of its Affiliates directly or indirectly owning Assets Related to the Business (any such proposal or offer being hereinafter referred to as an “Acquisition Proposal” and any such transaction, an “Acquisition”); provided, however, that the foregoing shall not restrict Seller from renewing the “exit financing” of the Debtors on substantially the same terms as in effect as of March 31, 2005. Seller further agrees that neither it nor any of its Subsidiaries nor any of their respective directors, officers or employees shall, and that it shall direct its Subsidiaries and its and its Subsidiaries’ agents officers, directors, Representatives or other intermediaries or Subsidiaries to: (i) solicit, initiate or knowingly facilitate (it being understood and representatives and use its best efforts agreed that ministerial acts that are not otherwise prohibited by this Section 7.5 (such as answering unsolicited phone calls) shall not be deemed to cause its and its Subsidiaries’ agents and representatives (including any investment banker“facilitate” for purposes of this Section 7.5) the submission of inquiries, attorney proposals or accountant retained by it or any of its Subsidiaries) not to, directly or indirectly, engage in any negotiations concerning, or provide any confidential information or data to or have any discussions with offers from any Person (other than Parent) relating to, an to any Acquisition Proposal, or otherwise facilitate agree to or recommend any effort Acquisition Proposal; (ii) enter into any agreement (x) to consummate any Acquisition Proposal, (y) to approve any Acquisition Proposal or attempt (z) requiring it to make abandon, terminate or implement fail to consummate the Merger; (iii) enter into or participate in any discussions or negotiations in connection with any Acquisition Proposal or inquiry with respect to any Acquisition Proposal, or furnish any non-public information with respect to its business, properties or assets in connection with any Acquisition Proposal; (iv) waive, terminate, modify or release any Person (other than Parent, Merger Sub and their respective Affiliates) from any provision of or grant any permission, waiver or request under any “standstill” or similar agreement or obligation, unless the Company’s Board of Directors has determined 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, or (v) agree to resolve to take, or take, any of the actions prohibited by clause (i), (ii), (iii) or (iv) of this sentence. The Company shall immediately cease, and cause its Representatives and other intermediaries to immediately cease, any and all existing activities, discussions or negotiations with any parties conducted heretofore with respect to an Acquisition ProposalProposal and shall immediately terminate online data room access to all such parties and their Representatives. Seller agrees that it will take the necessary steps to promptly inform the Persons referred to in the first sentence For purposes of this Section 5.10 7.5, the term “Person” means any person, corporation, entity or “group,” as defined in Section 13(d) of the obligations undertaken in this Section 5.10 and Exchange Act, other than, with respect to cause them to cease immediately the Company, Parent or any current activities that are inconsistent with this Section 5.10Subsidiary of Parent. Notwithstanding the foregoing, nothing contained in the Company may, following the receipt of an Acquisition Proposal, contact the Person that has made such Acquisition Proposal to (i) clarify and understand the terms and conditions thereof solely to facilitate the Board of Directors of the Company’s determination of whether such Acquisition Proposal constitutes or would reasonably be expected to lead to, a Superior Proposal, and (ii) inform such Person of the existence of the provisions of this Agreement shall prevent Seller or its board of directors (the “Board”) from:Section 7.5.

Acquisition Proposals. Except as otherwise provided in this Section 5.10, Seller The Company agrees that neither it nor any of its Subsidiaries nor any of their respective directors, the officers and directors of it or employees its Subsidiaries shall, and that it shall direct its Subsidiaries and its and its Subsidiaries’ agents and representatives and use its best efforts to cause its and its Subsidiaries’ ' employees, agents and representatives (including any investment banker, attorney or accountant retained by it or any of its Subsidiaries) not to, directly or indirectly, initiate, solicit solicit, encourage or encourage otherwise facilitate any inquiries or the making of any proposal or offer with respect to a merger, reorganization (including an Alternate Plan)reorganization, share exchange, consolidation or similar transaction involving (directly or indirectly)involving, or any purchase (directly of all or though a proposed investment in Equity Securities, debt securities or claims of creditors) of 1025% or more of the Transferred Assets Related to the Business assets or 25% or more of the outstanding Equity Securities of Seller any equity securities of, it or any of its Affiliates directly or indirectly owning Assets Related to the Business Subsidiaries (any such proposal or offer being hereinafter referred to as an “"Acquisition Proposal” and any such transaction, an “Acquisition”"); provided, however, that the foregoing shall not restrict Seller from renewing the “exit financing” of the Debtors on substantially the same terms as in effect as of March 31, 2005. Seller The Company further agrees that neither it nor any of its Subsidiaries nor any of their respective directors, the officers and directors of it or employees its Subsidiaries shall, and that it shall direct its Subsidiaries and its and its Subsidiaries’ agents and representatives and use its best efforts to cause its and its Subsidiaries’ ' employees, agents and representatives (including any investment banker, attorney or accountant retained by it or any of its Subsidiaries) not to, directly or indirectly, engage in any negotiations concerning, or provide any confidential information or data to to, or have any discussions with with, any Person relating to, an Acquisition Proposal, or otherwise facilitate any effort or attempt to make or implement an Acquisition Proposal. Seller The Company agrees that it will immediately cease and cause to be terminated any existing activities, discussions or negotiations with any parties conducted heretofore with respect to any Acquisition Proposals. The Company agrees that it will take the necessary steps to promptly inform the Persons individuals or entities referred to in the first sentence of this Section 5.10 hereof who may be involved in any such discussion of the obligations undertaken in this Section 5.10 and in the Confidentiality Agreement (as defined in Section 9.7). The Company agrees that it will notify Purchaser immediately if any such inquiries, proposals or offers are received by, any such information is requested from, or any such discussions or negotiations are sought to cause them be initiated or continued with, any of its representatives indicating, in connection with such notice, the name of such Person and the material terms and conditions of any proposals or offers and thereafter shall keep Purchaser informed, on a current basis, as to cease immediately the status and terms of any current activities such proposals or offers. The Company also agrees that are inconsistent it will promptly request each Person that has heretofore executed a confidentiality agreement in connection with this Section 5.10. Notwithstanding the foregoing, nothing contained in this Agreement shall prevent Seller its consideration of acquiring it or any of its board Subsidiaries to return or destroy all confidential information heretofore furnished to such Person by or on behalf of directors (the “Board”) from:it or any of its Subsidiaries.

Acquisition Proposals. Except as otherwise provided in this Section 5.10, Seller The Company agrees that neither it nor any of its Subsidiaries nor any of their respective directors, the officers and directors of it or employees its Subsidiaries shall, and that it shall direct its Subsidiaries and its and its Subsidiaries’ agents and representatives and use its reasonable best efforts to cause its and its Subsidiaries’ ' employees, agents and representatives (including any investment banker, attorney or accountant retained by it or any of its Subsidiaries) not to, directly or indirectly, initiate, solicit solicit, encourage or encourage otherwise knowingly facilitate any inquiries or the making by any third party of any proposal or offer with respect to a purchase, merger, reorganization (including an Alternate Plan)reorganization, share exchange, consolidation or similar transaction involving any material portion of the consolidated assets of the Company or fifteen (directly or indirectly), or any purchase (directly or though a proposed investment in Equity Securities, debt securities or claims of creditors15%) of 10% or more of the Transferred Assets Related to the Business or any equity securities of the outstanding Equity Securities of Seller or any of its Affiliates directly or indirectly owning Assets Related to the Business Company (any such proposal or offer being hereinafter referred to as an “"Acquisition Proposal” and any such transaction, an “Acquisition”"); provided, however, that the foregoing shall not restrict Seller from renewing the “exit financing” of the Debtors on substantially the same terms as in effect as of March 31, 2005. Seller The Company further agrees that neither it nor any of its Subsidiaries nor any of their respective directors, the officers and directors of it or employees its Subsidiaries shall, and that it shall direct its Subsidiaries and its and its Subsidiaries’ agents and representatives and use its reasonable best efforts to cause its and its Subsidiaries’ ' employees, agents and representatives (including any investment banker, attorney or accountant retained by it or any of its Subsidiaries) not to, directly or indirectly, engage in any negotiations concerning, or provide any confidential information or data to to, or have any discussions with with, any Person relating to, to an Acquisition Proposal, or otherwise knowingly facilitate any effort or attempt to make or implement an Acquisition Proposal; provided, however, that nothing contained in this Agreement shall prevent the Company or its Board of Directors from (A) complying with Rule 14e-2 promulgated under the Exchange Act with regard to an Acquisition Proposal; (B) at any time prior, but not after, the Stockholders Meeting (as defined in Section 6.4) is convened, providing information in response to a request therefor by a Person who has made an unsolicited bona fide written Acquisition Proposal if the Board of Directors receives from the Person so requesting such information an executed confidentiality agreement on terms substantially similar to those contained in the Confidentiality Agreement (as defined in Section 9.7); (C) engaging in any negotiations or discussions with any Person who has made an unsolicited bona fide written Acquisition Proposal; or (D) recommending such an Acquisition Proposal to the stockholders of the Company, if and only to the extent that, (i) in each such case referred to in clause (B), (C) or (D) above, the Board of Directors of the Company determines in good faith after consultation with outside legal counsel that failure to do so would be inconsistent with their respective fiduciary duties under applicable law and (ii) in the case referred to in clause (C) or (D) above, the Board of Directors of the Company determines in good faith (after consultation with its financial advisor) that such Acquisition Proposal, if accepted, is reasonably likely to be consummated, taking into account all legal, financial and regulatory aspects of the proposal and the Person making the proposal and could, in the case of (C), and would, in the case of (D), if consummated, result in a transaction more favorable to the Company's stockholders from a financial point of view than the transaction contemplated by this Agreement (any such more favorable Acquisition Proposal being referred to in this Agreement as a "Superior Proposal"). Seller The Company agrees that it will immediately cease and cause to be terminated any existing activities, discussions or negotiations with any parties conducted heretofore with respect to any Acquisition Proposal. The Company agrees that it will take the necessary steps to promptly inform the Persons individuals or entities referred to in the first sentence of this Section 5.10 hereof of the obligations undertaken in this Section 5.10 6.2 and in the Confidentiality Agreement (as defined in Section 9.7). The Company agrees that it will notify Parent promptly if any such inquiries, proposals or offers are received by, any such information is requested from, or any such discussions or negotiations are sought to cause them be initiated or continued with, any of its representatives indicating, in connection with such notice, the name of such Person and the material terms and conditions of any proposals or offers and thereafter shall keep Parent informed, on a current basis, on the status and terms of any such proposals or offers and the status of any such discussions or negotiations. The Company also agrees that it will promptly request each Person that has heretofore executed a confidentiality agreement in connection with its consideration of acquiring it or any of its Subsidiaries to cease immediately return or destroy all confidential information heretofore furnished to such Person by or on behalf of it or any current activities that are inconsistent with this Section 5.10. Notwithstanding the foregoing, nothing contained in this Agreement shall prevent Seller or of its board of directors (the “Board”) from:Subsidiaries.

Acquisition Proposals. Except as otherwise provided in this Section 5.10(a) From the date hereof until the termination hereof, Seller agrees that neither it nor any of its Subsidiaries nor any of their respective directors, officers or employees shallthe Company shall not and 9shall cause the subsidiaries not to, and that it shall direct its Subsidiaries and its and its Subsidiaries’ agents and representatives and use its best efforts to cause its the officers, directors, employees and its Subsidiaries’ other agents and representatives advisors (including including, without limitation, any investment bankerbank, attorney or accountant retained by it or any the Company) of the Company and its Subsidiaries) subsidiaries not to, directly or indirectly, initiate(i) take any action to solicit, solicit initiate or knowingly encourage or otherwise knowingly facilitate any inquiries Acquisition Proposal or the making of any proposal inquiries, proposals or offer offers from any Person (other than Parent or Merger Sub) relating to any Acquisition Proposal, (ii) grant any waiver or release under any standstill or similar agreement with respect to a mergerany class of equity securities of the Company or any subsidiary or (iii) furnish any information to or participate in any discussions or negotiations with any Person that has made or, reorganization to the knowledge of the Company, intends to make an Acquisition Proposal except to the extent the foregoing could not reasonably be expected to be relevant to an Acquisition Proposal; PROVIDED, HOWEVER, that nothing contained in this Section 5.3(a) shall prohibit the Board from taking any action described in clause (including iii) above with respect to any Person that has made an Alternate Planunsolicited (as such term relates to the period from and after the date hereof) bona fide written Superior Proposal if, and only to the extent that, (A) the acceptance for payment of any Shares pursuant to the Offer shall not have occurred, (B) the Board, after consultation with outside legal counsel, determines in good faith that such action would, in the absence of the foregoing proscriptions, be required by its fiduciary duties under the DGCL or its duties or obligations under other applicable law, and (C) prior to taking such action, the Company receives from such Person an executed confidentiality agreement in reasonably customary form and in any event containing terms at least as stringent as those contained in the Confidentiality Agreement. Within twenty-four (24) hours after determining to take any action described in clause (iii) of the preceding sentence, the Company shall notify Parent of any such Superior Proposal (including, without limitation, the material terms and conditions thereof and the identity of the Person making it), share exchange, consolidation or similar transaction involving (directly or indirectly), or and shall thereafter inform Parent on a prompt basis of any purchase (directly or though a proposed investment in Equity Securities, debt securities or claims of creditors) of 10% or more of the Transferred Assets Related material changes to the Business or terms and conditions of such Superior Proposal and, upon the outstanding Equity Securities reasonable request of Seller or Parent, any of its Affiliates directly or indirectly owning Assets Related material change to the Business (status of any discussion with such proposal or offer being hereinafter referred to as an “Acquisition Proposal” and any such transaction, an “Acquisition”); provided, however, that the foregoing shall not restrict Seller from renewing the “exit financing” of the Debtors on substantially the same terms as in effect as of March 31, 2005third party. Seller further agrees that neither it nor any of its Subsidiaries nor any of their respective directors, officers or employees The Company shall, and that it shall direct cause its Subsidiaries subsidiaries and the officers, directors, employees and other agents and advisors of the Company and its and its Subsidiaries’ agents and representatives and use its best efforts to cause its and its Subsidiaries’ agents and representatives (including any investment banker, attorney or accountant retained by it or any of its Subsidiaries) not subsidiaries to, directly or indirectlyimmediately cease and cause to be terminated all discussions and negotiations, engage in any negotiations concerningif any, or provide any confidential information or data that have taken place prior to or have any discussions the date hereof with any Person relating to, an Acquisition Proposal, or otherwise facilitate parties with respect to any effort or attempt to make or implement an Acquisition Proposal. Seller agrees that it will take the necessary steps to promptly inform the Persons referred to in the first sentence of this Section 5.10 of the obligations undertaken in this Section 5.10 and to cause them to cease immediately any current activities that are inconsistent with this Section 5.10. Notwithstanding the foregoing, nothing Nothing contained in this Agreement shall prevent Seller the Board of Directors of the Company from complying with Rules 14d-9 or 14e-2 under the Exchange Act with respect to any Acquisition Proposal, including taking and disclosing to the Company's stockholders its board position with respect to a tender or exchange offer by a third party pursuant to Rules 14d-9 and 14e-2 under the Exchange Act or from referring a third party to this Section 5.3(a) or making a copy of directors (this Section 5.3(a) available to any third party; PROVIDED, HOWEVER, that in connection therewith the “Board”) from:Company and the Board of Directors shall be subject to the provisions of Section 5.3(b).

Acquisition Proposals. Except as otherwise provided in (a) After the date hereof and prior to the Effective Time or earlier termination of this Section 5.10Agreement, Seller each of CIMA and aaiPharma agrees that neither it nor any of its Subsidiaries nor any of their respective directorsthe officers, officers directors or employees of it or its Subsidiaries shall, and that it shall direct its Subsidiaries and its and its Subsidiaries’ agents and representatives and use its reasonable best efforts to cause its and its Subsidiaries’ agents and representatives (including any investment banker, attorney or accountant retained by it or any of its Subsidiaries) ' other Representatives not to, directly or indirectly, (i) initiate, solicit solicit, encourage, knowingly facilitate or encourage induce any inquiry with respect to, or the making, submission or announcement of, any Acquisition Proposal, (ii) participate in any discussions or negotiations regarding, or furnish to any Person any nonpublic information with respect to, or take any other action to facilitate any inquiries or the making of any proposal that constitutes or offer with respect may reasonably be expected to a mergerlead to, reorganization any Acquisition Proposal (including an Alternate Planexcept to notify such Person as to the existence of these provisions or to the extent specifically permitted pursuant to this Section 6.03), share exchange(iii) accept, consolidation approve, endorse or similar transaction involving recommend any Acquisition Proposal (directly or indirectlyexcept to the extent specifically permitted pursuant to this Section 6.03), or (iv) enter into any purchase (directly letter of intent or though a proposed investment in Equity Securities, debt securities or claims of creditors) of 10% or more of the Transferred Assets Related to the Business or of the outstanding Equity Securities of Seller similar document or any agreement, commitment or understanding contemplating or otherwise relating to any Acquisition Proposal or a transaction contemplated thereby (except for confidentiality agreements specifically permitted pursuant to Section 6.03(c)(3)). Each of its Affiliates directly or indirectly owning Assets Related aaiPharma, CIMA and their officers, directors and employees will immediately cease and cause to the Business (any such proposal or offer being hereinafter referred to as an “Acquisition Proposal” and any such transaction, an “Acquisition”); provided, however, that the foregoing shall not restrict Seller from renewing the “exit financing” of the Debtors on substantially the same terms as in effect as of March 31, 2005. Seller further agrees that neither it nor any of its Subsidiaries nor any of their respective directors, officers or employees shallbe terminated, and that it shall direct its Subsidiaries and its and its Subsidiaries’ agents and representatives and use its reasonable best efforts to cause its and its Subsidiaries’ agents ' other Representatives to immediately cease and representatives (including terminate, any investment bankeractivities, attorney discussions or accountant retained by it or any negotiations conducted before the date of its Subsidiaries) not to, directly or indirectly, engage in any negotiations concerning, or provide any confidential information or data to or have any discussions this Agreement with any Person relating toPersons other than CIMA or aaiPharma, an as the case may be, with respect to any Acquisition Proposal, and will use its reasonable best efforts to enforce any confidentiality or otherwise facilitate similar agreement relating to any effort or attempt to make or implement an such Acquisition Proposal. Seller agrees that it will take the necessary steps to promptly inform the Persons referred to in the first sentence of this Section 5.10 of the obligations undertaken in this Section 5.10 and to cause them to cease immediately any current activities that are inconsistent with this Section 5.10. Notwithstanding the foregoing, nothing contained in this Agreement shall prevent Seller or its board of directors (the “Board”) from:.

Acquisition Proposals. Except as otherwise provided in this Section 5.10, Seller (a)The Company agrees that neither (i) it nor any of and its Subsidiaries nor any of their respective directorsofficers, officers or directors and employees shallshall not, (ii) its subsidiaries and that its subsidiaries’ officers, directors and employees shall not and (iii) it shall direct its Subsidiaries and its and its Subsidiaries’ agents and representatives and use its best efforts to cause ensure that its and its Subsidiariessubsidiaries’ agents accountants, consultants, financial advisors, attorneys, employees and other agents, advisors and representatives (including any investment banker“Representatives”) shall not, attorney or accountant retained by it or any of its Subsidiaries(A) not to, directly or indirectly, initiate, solicit or knowingly encourage or facilitate any inquiries or the making of any proposal or offer with respect to a tender offer or exchange offer, proposal for a merger, reorganization (including an Alternate Plan), share exchange, consolidation or similar transaction other business combination involving (directly the Company and its subsidiaries or indirectly)any proposal or offer to acquire in any manner an equity interest representing a 20% or greater economic or voting interest in the Company, or any purchase (directly or though a proposed investment in Equity Securitiesthe assets, debt securities or claims other ownership interests of creditors) or in the Company or any of 10its subsidiaries representing 20% or more of the Transferred Assets Related to the Business or consolidated assets of the outstanding Equity Securities of Seller or any of Company and its Affiliates directly or indirectly owning Assets Related to subsidiaries, other than the Business transactions contemplated by this Agreement (any such proposal or offer being hereinafter referred to as an “Acquisition Proposal” and any such transaction, an “Acquisition”); provided, however, that the foregoing shall not restrict Seller from renewing the “exit financing” of the Debtors on substantially the same terms as in effect as of March 31, 2005. Seller further agrees that neither it nor any of its Subsidiaries nor any of their respective directors, officers or employees shall, and that it shall direct its Subsidiaries and its and its Subsidiaries’ agents and representatives and use its best efforts to cause its and its Subsidiaries’ agents and representatives (including any investment banker, attorney or accountant retained by it or any of its SubsidiariesB) not to, directly or indirectly, engage in any negotiations or discussions concerning, or provide access to its properties, books and records or any confidential information or data to or have any discussions with any Person person relating to, an Acquisition Proposal, or otherwise facilitate (C) take any effort or attempt action to make or implement render the Company Rights inapplicable to an Acquisition Proposal. Seller agrees Proposal or the transactions contemplated thereby, exempt or exclude any person from the applicability of the Company Rights in connection with any Acquisition Proposal or transactions contemplated thereby (provided that it will take nothing herein shall prevent the necessary steps to promptly inform Company’s Board of Directors from taking the Persons referred to action set forth in the first sentence parenthetical in clause (ii) of this Section 5.10 3(a) of the obligations undertaken Rights Plan) or, other than as contemplated by this Agreement in this connection with the Merger, allow the Company Rights to expire prior to their expiration date, or take any action to exempt any person from the restrictions on “business combinations” contained in Section 5.10 and 203 of the DGCL or otherwise cause such restrictions not to cause them apply or (D) waive, terminate, modify or fail to cease immediately enforce any current activities provision of any contractual “standstill” or similar obligation of any person other than Parent or its affiliates unless the Board of Directors of the Company shall have determined in good faith, after consultation with its outside legal counsel, that are inconsistent such waiver, termination, modification or failure to enforce is required in order for the Board of Directors to comply with this Section 5.10its fiduciary duties under applicable Law. Notwithstanding the foregoing, nothing contained in this Agreement shall prevent Seller the Company or its board Board of directors Directors from (i) taking and disclosing to its stockholders a position contemplated by Rule 14d-9 and Rule 14e-2(a) promulgated under the “Board”Exchange Act (or any similar communication to stockholders in connection with the making or amendment of a tender offer or exchange offer) from:or from making any legally required disclosure to stockholders with regard to an Acquisition Proposal (provided that neither the Company nor its Board of Directors may recommend any Acquisition Proposal unless permitted by Section 6.5(b) and the Company may not fail to make or withdraw, modify or change in a manner adverse to Parent, all or any portion of its recommendation of this Agreement or the Merger unless permitted by Section 6.1(a)), (ii) prior to the adoption of this Agreement by the Company’s stockholders in accordance with this Agreement, providing access to its properties, books and records and providing information or data (provided that such access, information or data also is given to Parent to the extent not previously given to Parent) in response to a request therefor by a person who has made an unsolicited bona fide written Acquisition Proposal not in violation of the immediately preceding sentence if the Board of Directors receives from the person so requesting such information an executed confidentiality agreement on terms substantially similar to those

Acquisition Proposals. Except as otherwise provided in Without limitation on any of such party's other obligations under this Section 5.10Agreement (including under Article IV hereof), Seller each of SPSS and ShowCase agrees that neither it nor any of its Subsidiaries nor any of their respective directors, the officers and directors of it or employees its Subsidiaries shall, and that it shall direct its Subsidiaries and its and its Subsidiaries’ agents and representatives and use its reasonable best efforts to cause its and its Subsidiaries’ ' employees, agents and representatives (including any investment banker, attorney or accountant retained by it or any of its Subsidiaries) not to, directly or indirectly, initiate, solicit solicit, encourage or encourage knowingly facilitate (including by way of furnishing information) any inquiries or the making of any proposal or offer with respect to a merger, reorganization (including an Alternate Plan)reorganization, share exchange, consolidation consolidation, business combination, recapitalization, liquidation, dissolution or similar transaction involving (directly or indirectly)it, or any purchase or sale of the consolidated assets (directly or though a proposed investment in Equity Securities, debt securities or claims including without limitation stock of creditorsSubsidiaries) of 10% or more of the Transferred Assets Related to the Business or of the outstanding Equity Securities of Seller or any of such party and its Affiliates directly or indirectly owning Assets Related to the Business Subsidiaries, taken as a whole, (any such proposal or offer (other than a proposal or offer made by the other party or an affiliate thereof) being hereinafter referred to as an “"Acquisition Proposal” "). Each of SPSS and any such transaction, an “Acquisition”); provided, however, that the foregoing shall not restrict Seller from renewing the “exit financing” of the Debtors on substantially the same terms as in effect as of March 31, 2005. Seller ShowCase further agrees that neither it nor any of its Subsidiaries nor any of their respective directors, the officers and directors of it or employees its Subsidiaries shall, and that it shall direct its Subsidiaries and its and its Subsidiaries’ agents and representatives and use its reasonable best efforts to cause its and its Subsidiaries’ ' employees, agents and representatives (including any investment banker, attorney or accountant retained by it or any of its Subsidiaries) not to, directly or indirectly, engage in have any negotiations concerning, discussion with or provide any confidential information or data to or have any discussions with any Person relating to, to an Acquisition Proposal, or otherwise engage in any negotiations concerning an Acquisition Proposal, or knowingly facilitate any effort or attempt to make or implement an Acquisition Proposal or accept an Acquisition Proposal. Seller Notwithstanding anything in this Agreement to the contrary, each of SPSS and ShowCase or its respective Board of Directors shall be permitted to (A) to the extent applicable, comply with Rule 14d-9 and Rule 14e-2 promulgated under the Exchange Act with regard to an Acquisition Proposal, (B) effect a Change in the SPSS or ShowCase Recommendation, as the case may be, or (C) engage in any discussions or negotiations with, or provide any information to, any Person in response to an unsolicited bona fide written Acquisition Proposal by any such Person, if and only to the extent that, in any such case as is referred to in clause (B) or (C), (i) its Shareholders Meeting shall not have occurred, (ii) (x) in the case of clause (B) above such change is permitted by clause (y) of the second proviso of the first sentence of Section 5.1 (b) or Section 5.1 (c), as the case may be, or it has received an unsolicited bona fide written Acquisition Proposal from a third party and its Board of Directors concludes in good faith that such Acquisition Proposal constitutes a Superior Proposal (as defined in Section 8.11) and (y) in the case of clause (C) above, its Board of Directors concludes in good faith that there is a reasonable likelihood that such Acquisition Proposal could result in a Superior Proposal, (iii) prior to providing any information or data to any Person in connection with an Acquisition Proposal by any such Person, its Board of Directors receives from such Person an executed confidentiality agreement containing terms at least as stringent as those contained in Section 5.3 and (iv) prior to providing any information or data to any Person or entering into discussions or negotiations with any Person, such party notifies the other party promptly of such inquiries, proposals or offers received by, any such information requested from, or any such discussions or negotiations sought to be initiated or continued with, any of its representatives indicating, in connection with such notice, the name of such Person and the material terms and conditions of any inquiries, proposals or offers. Each of SPSS and ShowCase agrees that it will take promptly keep the necessary steps other party informed of the status and terms of any such proposals or offers and the status and terms of any such discussions or negotiations. Each of SPSS and ShowCase agrees that it will, and will cause its officers, directors and representatives to, immediately cease and cause to be terminated any activities, discussions or negotiations existing as of the date of this Agreement with any parties conducted heretofore with respect to any Acquisition Proposal. Each of SPSS and ShowCase agrees that it will use reasonable best efforts to promptly inform the Persons referred to in the first sentence of this Section 5.10 its directors, officers, key employees, agents and representatives of the obligations undertaken in this Section 5.10 and to cause them to cease immediately any current activities that are inconsistent with 5.5. Nothing in this Section 5.10. Notwithstanding the foregoing, nothing contained in 5.5 shall (x) permit SPSS or ShowCase to terminate this Agreement shall prevent Seller (except as specifically provided in Article VII hereof) or its board (y) affect any other obligation of directors (the “Board”) from:SPSS or ShowCase under this Agreement.

Acquisition Proposals. Except From the date hereof until the termination hereof and except as otherwise provided in expressly permitted by the following provisions of this Section 5.106.8, Seller agrees that neither the Company will not, nor will it nor permit any of its Subsidiaries to, nor will it authorize or permit any officer, director or employee of their respective directors, officers or employees shall, and that it shall direct its Subsidiaries and its and its Subsidiaries’ agents and representatives and use its best efforts to cause its and its Subsidiaries’ agents and representatives (including any investment banker, attorney attorney, accountant or accountant retained by it other advisor or representative of, the Company or any of its Subsidiaries) not Subsidiaries to, directly or indirectly, initiate(i) solicit, solicit initiate or knowingly encourage the submission of any Acquisition Proposal (as hereinafter defined) or (ii) participate in any discussions or negotiations regarding, or furnish to any person any information with respect to, or take any other action to facilitate, any Acquisition Proposal or any inquiries or the making of any proposal or offer with respect to a merger, reorganization (including an Alternate Plan), share exchange, consolidation or similar transaction involving (directly or indirectly)that constitutes, or may reasonably be expected to lead to, any purchase (directly or though a proposed investment in Equity Securities, debt securities or claims of creditors) of 10% or more of the Transferred Assets Related to the Business or of the outstanding Equity Securities of Seller or any of its Affiliates directly or indirectly owning Assets Related to the Business (any such proposal or offer being hereinafter referred to as an “Acquisition Proposal” and any such transaction, an “Acquisition”); provided, however, that nothing contained in this Section 6.8 shall prohibit the foregoing Company from furnishing information to, or entering into discussions or negotiations with, any person that makes an unsolicited bona fide written Acquisition Proposal after the date hereof if, and only to the extent that (A) the Company Shareholder Meeting shall not restrict Seller have occurred, (B) the Company Board, after consultation with and receipt of advice of independent legal counsel, determines in good faith that such action is necessary for the Company Board to comply with its fiduciary duties to the Company's shareholders under applicable Law, (C) the Company Board determines, after consultation with and receipt of advice of its financial advisor and after taking into account the strategic benefits to be derived from renewing the “exit financing” Share Exchange and the long-term prospects of Parent and its Subsidiaries, that such Acquisition Proposal is reasonably likely, if consummated, to result in a transaction more favorable to the Company's shareholders from a financial point of view than the Share Exchange, and (D) prior to taking such action, the Company (x) provides reasonable notice to Parent to the effect that it is taking such action and (y) receives from such person an executed confidentiality/standstill agreement in reasonably customary form and in any event containing terms at least as stringent as those contained in the Confidentiality Agreement between Parent and the Company. Prior to providing any information to or entering into discussions or negotiations with any person in connection with an Acquisition Proposal by such person, the Company shall notify Parent of any Acquisition Proposal (including, without limitation, the material terms and conditions thereof and the identity of the Debtors on substantially the same terms person making it) as promptly as practicable (but in effect as of March 31, 2005. Seller further agrees that neither it nor any of no case later than 24 hours) after its Subsidiaries nor any of their respective directors, officers or employees shallreceipt thereof, and that it shall direct 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 the status of any discussions or negotiations with such a third party, and any material changes to the terms and conditions of such Acquisition Proposal, and shall promptly give Parent a copy of any information delivered to such person which has not previously been reviewed by Parent. Immediately after the execution and delivery of this Agreement, the Company will, and will cause its Subsidiaries and its affiliates, and its Subsidiaries’ their respective officers, directors, employees, investment bankers, attorneys, accountants and other agents and representatives and use its best efforts to cause its and its Subsidiaries’ agents and representatives (including any investment banker, attorney or accountant retained by it or any of its Subsidiaries) not to, directly cease and terminate any existing activities, discussions or indirectly, engage in any negotiations concerning, or provide any confidential information or data to or have any discussions with any Person relating to, an Acquisition Proposal, or otherwise facilitate parties conducted heretofore with respect to any effort or attempt to make or implement an possible Acquisition Proposal. Seller The Company agrees that it will take the necessary steps to promptly inform the Persons individuals or entities referred to in the first sentence of this Section 5.10 hereof of the obligations undertaken in this Section 5.10 and to cause them to cease immediately any current activities that are inconsistent with this Section 5.10. Notwithstanding the foregoing, nothing contained in this Agreement shall prevent Seller or its board of directors (the “Board”) from:6.8.

Acquisition Proposals. Except as otherwise provided in this Section 5.10, Seller (a) CCI agrees that neither it nor any of its Subsidiaries nor any of their respective directorsSubsidiaries, officers or employees and directors shall, and that it shall direct its Subsidiaries and its and its Subsidiaries’ agents and representatives and use its best efforts to cause its and its Subsidiaries’ employees, agents and representatives (including any investment banker, attorney or accountant retained by it or any of its Subsidiariesit) not to, directly or indirectly, initiate, solicit solicit, encourage or encourage otherwise facilitate any inquiries or the making of any proposal or offer with respect to a merger, reorganization (including an Alternate Plan)reorganization, share exchange, consolidation consolidation, business combination, recapitalization, liquidation, dissolution or similar transaction involving (directly or indirectly)involving, or any purchase (directly of all or though a proposed investment in Equity Securities, debt securities or claims of creditors) of 10% or more any significant portion of the Transferred Assets Related to the Business or of the outstanding Equity Securities of Seller assets or any of its Affiliates directly or indirectly owning Assets Related to the Business equity securities of, CCI (any such proposal or offer being hereinafter referred to as an “"Acquisition Proposal” and any such transaction, an “Acquisition”"); provided, however, that the foregoing shall not restrict Seller from renewing the “exit financing” of the Debtors on substantially the same terms as in effect as of March 31, 2005. Seller CCI further agrees that neither it nor any of its Subsidiaries nor any of their respective directorsSubsidiaries, officers or employees and directors shall, and that it shall direct its Subsidiaries and its and its Subsidiaries’ agents and representatives and use its best efforts to cause its and its Subsidiaries’ employees, agents and representatives (including any investment banker, attorney or accountant retained by it or any of its Subsidiariesit) not to, directly or indirectly, engage in any negotiations concerning, or provide any confidential information or data to or have any discussions with any Person relating to, to or in contemplation of an Acquisition Proposal or engage in any discussions or negotiations relating to or in contemplation of an Acquisition Proposal; provided, or otherwise facilitate any effort or attempt to make or implement an Acquisition Proposal. Seller agrees however, that it will take the necessary steps to promptly inform the Persons referred to in the first sentence of this Section 5.10 of the obligations undertaken in this Section 5.10 and to cause them to cease immediately any current activities that are inconsistent with this Section 5.10. Notwithstanding the foregoing, nothing contained in this Agreement shall prevent Seller CCI or its board Board of directors Directors from (A) complying with Rule 14e-2 and Rule 14d-9 promulgated under the “Board”Exchange Act with regard to an Acquisition Proposal; (B) engaging in any discussions or negotiations with, or providing any information to, any Person in response to a bona fide written Acquisition Proposal by any such Person; or (C) recommending such bona fide written Acquisition Proposal to the shareholders of CCI, if and only to the extent that, in any such case as is referred to in clause (B) or (C), (i) the Board of Directors of CCI concludes in good faith (after consultation with its financial advisors) that such Acquisition Proposal is reasonably capable of being completed, taking into account all legal, financial, regulatory and other aspects of the proposal and the Person making the proposal, and is on terms that would, if consummated, result in a transaction more favorable to CCI shareholders from a financial point of view than the transaction contemplated by this Agreement (any such more favorable Acquisition Proposal being referred to in this Agreement as a "Superior Proposal") and (ii) the Board of Directors of CCI determines in good faith after consultation with outside legal counsel that such action is necessary for it not to breach its fiduciary obligations to shareholders under applicable law. CCI will notify Parent immediately if any inquiries, proposals or offers respecting an Acquisition Proposal are received by, any such information or data is requested from:, or any such discussions or negotiations are sought to be initiated or continued with, it or any such Persons indicating, in connection with such notice, the name of such Person and the material terms and conditions of any proposals or offers, and shall keep Parent apprised with respect to the status and terms thereof. CCI agrees that it will immediately cease and cause to be terminated any existing activities, discussions or negotiations with, and the provision of information and data to, any parties conducted heretofore with respect to any Acquisition Proposal. CCI will also promptly request each Person that has heretofore executed a confidentiality agreement in connection with its consideration of an Acquisition Proposal to return all confidential information heretofore furnished to such Person by or on behalf of it or any of its Subsidiaries. CCI will provide Parent at least two business days' advance notice of its intention to present to its Board of Directors or accept any Superior Proposal and shall provide Parent with a summary of the terms and conditions thereof.

Acquisition Proposals. Except as otherwise provided in (a) After the date hereof and prior to the Effective Time or earlier termination of this Section 5.10Agreement, Seller CIMA agrees that neither it nor any of its Subsidiaries nor any of their respective directorsthe officers, officers directors or employees of it or its Subsidiaries shall, and that it shall direct its Subsidiaries and its and its Subsidiaries’ agents and representatives and use its reasonable best efforts to cause its and its Subsidiaries’ agents and representatives (including any investment banker, attorney or accountant retained by it or any of its Subsidiaries) ' other Representatives not to, directly or indirectly, (i) initiate, solicit solicit, encourage, knowingly facilitate or encourage induce any inquiry with respect to, or the making, submission or announcement of, any Acquisition Proposal, (ii) participate in any discussions or negotiations regarding, or furnish to any Person any nonpublic information with respect to, or take any other action to facilitate any inquiries or the making of any proposal that constitutes or offer with respect may reasonably be expected to a mergerlead to, reorganization any Acquisition Proposal (including an Alternate Planexcept to notify such Person as to the existence of these provisions or to the extent specifically permitted pursuant to this Section 6.03), share exchange(iii) accept, consolidation approve, endorse or similar transaction involving recommend any Acquisition Proposal (directly or indirectlyexcept to the extent specifically permitted pursuant to this Section 6.03), or (iv) enter into any purchase (directly letter of intent or though a proposed investment in Equity Securities, debt securities or claims of creditors) of 10% or more of the Transferred Assets Related to the Business or of the outstanding Equity Securities of Seller similar document or any of agreement, commitment or understanding contemplating or otherwise relating to any Acquisition Proposal or a transaction contemplated thereby (except for confidentiality agreements specifically permitted pursuant to Section 6.03(c)(3)). CIMA and its Affiliates directly or indirectly owning Assets Related officers, directors and employees will immediately cease and cause to the Business (any such proposal or offer being hereinafter referred to as an “Acquisition Proposal” and any such transaction, an “Acquisition”); provided, however, that the foregoing shall not restrict Seller from renewing the “exit financing” of the Debtors on substantially the same terms as in effect as of March 31, 2005. Seller further agrees that neither it nor any of its Subsidiaries nor any of their respective directors, officers or employees shallbe terminated, and that it shall direct its Subsidiaries and its and its Subsidiaries’ agents and representatives and use its reasonable best efforts to cause its and its Subsidiaries’ agents ' other Representatives to immediately cease and representatives (including terminate, any investment bankeractivities, attorney discussions or accountant retained by it or any negotiations conducted before the date of its Subsidiaries) not to, directly or indirectly, engage in any negotiations concerning, or provide any confidential information or data to or have any discussions this Agreement with any Person relating to, an Persons other than Cephalon with respect to any Acquisition Proposal, and will use its reasonable best efforts to enforce any confidentiality or otherwise facilitate similar agreement relating to any effort or attempt to make or implement an such Acquisition Proposal. Seller agrees that it will take the necessary steps to promptly inform the Persons referred to in the first sentence of this Section 5.10 of the obligations undertaken in this Section 5.10 and to cause them to cease immediately any current activities that are inconsistent with this Section 5.10. Notwithstanding the foregoing, nothing contained in this Agreement shall prevent Seller or its board of directors (the “Board”) from:.

Acquisition Proposals. Except as otherwise provided in this Section 5.10, Seller (a) The Company agrees that neither it nor any of its Subsidiaries nor any of their respective directors, the officers and directors of it or employees shall, its Subsidiaries shall and that it shall direct its Subsidiaries and its and its Subsidiaries’ agents and representatives and use its best efforts to cause its and its Subsidiaries’ agents and representatives ' Representatives (including any investment banker, attorney or accountant retained by it or any of its Subsidiariesas defined below) not to, directly or indirectly, initiate, solicit solicit, encourage or encourage otherwise facilitate any inquiries or the making of any proposal or offer with respect to a merger, reorganization (including an Alternate Plan)reorganization, share exchange, consolidation or similar transaction involving (directly or indirectly)it, or any purchase (directly of, or though a proposed investment in Equity Securitiestender offer for, debt securities or claims of creditors) of 1015% or more of the Transferred Assets Related to the Business or equity securities of the outstanding Equity Securities of Seller it or any of its Affiliates directly Subsidiaries or indirectly owning Assets Related to 15% or more of its and its Subsidiaries' assets (based on the Business fair market value thereof) taken as a whole (any such proposal or offer being hereinafter referred to as an “"Acquisition Proposal” and any such transaction, an “Acquisition”"); provided, however, that the foregoing shall not restrict Seller from renewing the “exit financing” of the Debtors on substantially the same terms as in effect as of March 31, 2005. Seller The Company further agrees that neither it nor any of its Subsidiaries nor any of their respective directors, the officers and directors of it or employees its Subsidiaries shall, and that it shall direct its Subsidiaries and its and its Subsidiaries’ agents and representatives and use its best efforts to cause its and its Subsidiaries’ agents and representatives (including any investment banker, attorney or accountant retained by it or any of its Subsidiaries) Representatives not to, directly or indirectly, engage in have any negotiations concerning, discussions with or provide any confidential information or data to or have any discussions with any Person relating to, to an Acquisition Proposal or engage in any negotiations concerning an Acquisition Proposal, or otherwise facilitate any effort or attempt to make or implement an Acquisition Proposal. Seller agrees ; provided, however, that it will take the necessary steps to promptly inform the Persons referred to in the first sentence of this Section 5.10 of the obligations undertaken in this Section 5.10 and to cause them to cease immediately any current activities that are inconsistent with this Section 5.10. Notwithstanding the foregoing, nothing contained in this Agreement shall prevent Seller the Company or its board of directors from (A) complying with Rule 14e-2 promulgated under the “Board”Exchange Act with regard to an Acquisition Proposal; (B) from:making any disclosure to the Company's shareholders if, in the good faith judgment of the board of directors of the Company, failure so to disclose would be inconsistent with its obligations under applicable law; (C) engaging in any discussions or negotiations with or providing any information to, any Person in response to a bona fide written Acquisition Proposal by any such Person received after the date hereof that was not solicited by the Company after the date hereof; or (D) recommending such an Acquisition Proposal to the shareholders of the Company if and only to the extent that, in such case referred to in clause (C) or (D), the board of directors of the Company concludes in good faith (after consultation with its financial advisor) that such Acquisition Proposal is reasonably capable of being completed, taking into account all legal, financial, regulatory and other aspects of the proposal and the Person making the proposal, and would, if consummated, result in a transaction more favorable to the Company's shareholders from a financial point of view than the transaction contemplated by this Agreement (any such more favorable Acquisition Proposal being referred to in this Agreement as a "Superior Proposal"). The Company agrees that it will immediately cease and cause to be terminated any existing activities, discussions or negotiations with any parties conducted heretofore with respect to any Acquisition Proposal. The Company also agrees that it will promptly request each Person that has heretofore executed a confidentiality agreement in connection with its consideration of any Acquisition Proposal to return all confidential information heretofore furnished to such Person by or on behalf of it or any of its Subsidiaries.

Acquisition Proposals. Except as otherwise provided (a) Without limiting any of such party’s other obligations under this Agreement, each of FMCTI and Technip agrees that, subject to Section 5.2(b), from and after the date of the MOU until the earlier of the FMCTI Effective Time and the termination of this Agreement in this Section 5.10accordance with its terms, Seller agrees that (x) neither it nor any of its Subsidiaries nor any of their respective directorsthe officers, officers directors or employees shallof it or its Subsidiaries (including any member of the FMCTI Board or the Technip Board, as applicable) shall and that (y) it shall direct its Subsidiaries and its and its Subsidiaries’ agents and representatives and use its best commercially reasonable efforts to cause its and its Subsidiaries’ agents and representatives (including any investment banker, attorney or accountant retained by it or any of its Subsidiaries) Representatives not to, directly or indirectly, (i) initiate, solicit or knowingly facilitate or encourage (including by way of furnishing information) any inquiries inquiries, discussions or the making making, submission or announcement of any proposal proposal, request or offer with respect to a merger, reorganization (including an Alternate Plan), share exchange, consolidation or similar transaction involving (directly or indirectly)that constitutes, or any purchase (directly could reasonably be expected to lead to or though a proposed investment in Equity Securitiesresult in, debt securities or claims of creditors) of 10% or more of the Transferred Assets Related to the Business or of the outstanding Equity Securities of Seller or any of its Affiliates directly or indirectly owning Assets Related to the Business (any such proposal or offer being hereinafter referred to as an “Acquisition Proposal” and any such transaction, an “Acquisition”); provided, however, that the foregoing shall not restrict Seller from renewing the “exit financing” of the Debtors on substantially the same terms as in effect as of March 31, 2005. Seller further agrees that neither it nor any of its Subsidiaries nor any of their respective directors, officers or employees shall, and that it shall direct its Subsidiaries and its and its Subsidiaries’ agents and representatives and use its best efforts to cause its and its Subsidiaries’ agents and representatives (including any investment banker, attorney or accountant retained by it or any of its Subsidiariesii) not to, directly or indirectly, engage in any negotiations concerning, or provide any confidential information or data to or have any discussions discussion with any Person relating toto an Acquisition Proposal, engage in, continue or otherwise participate in any negotiations concerning an Acquisition Proposal, or otherwise knowingly facilitate any effort or attempt to make or implement an Acquisition Proposal. Seller agrees ; (iii) provide any non-public or confidential information or data or afford access to its books or records or directors, officers, employees or advisors, to any Person in relation to an Acquisition Proposal; (iv) terminate, amend, release, modify, or fail to enforce any provision of, or grant any permission, waiver or request under, any standstill, confidentiality or similar agreement entered into by the it or any of its Subsidiaries (other than to the extent the FMCTI Board or Technip Board, as applicable, determines in good faith after consultation with its financial and outside legal advisors that it will failure to take the necessary steps to promptly inform the Persons referred to in the first sentence of any such actions under this Section 5.10 5.2(a)(iv) would be inconsistent with the directors’ fiduciary duties under applicable Law); (v) approve or recommend, or propose publicly to approve or recommend, any Acquisition Proposal; (vi) approve or recommend, propose publicly to approve or recommend, or execute or enter into, any letter of intent, agreement in principle, merger agreement, acquisition agreement, business combination agreement, option agreement or other similar agreement with respect to an Acquisition Proposal (any of the obligations undertaken preceding in this Section 5.10 and (vi), an “Alternative Acquisition Agreement”); (vii) take any action with the intent to cause them make the provisions of any Takeover Law inapplicable to cease immediately any current activities that are inconsistent with this Section 5.10. Notwithstanding transactions contemplated by any Acquisition Proposal or (viii) propose publicly or agree to do any of the foregoing, nothing contained in this Agreement shall prevent Seller or its board of directors (the “Board”) from:foregoing related to any Acquisition Proposal.

Acquisition Proposals. Except as otherwise provided in this Section 5.10, Seller LISB agrees that neither it nor any of its Subsidiaries nor any of their the respective directors, officers and directors of LISB or employees its Subsidiaries shall, and that it LISB shall direct its Subsidiaries and its and its Subsidiaries’ agents and representatives and use its best efforts to cause its and its Subsidiaries’ employees, agents and representatives (including including, without limitation, any investment banker, attorney or accountant retained by it or any of its Subsidiaries) not to, (a) initiate, solicit or encourage, directly or indirectly, initiate, solicit or encourage any inquiries or the making of any proposal or offer (including, without limitation, any proposal or offer to stockholders of LISB) with respect to a merger, reorganization (including an Alternate Plan), share exchange, consolidation or similar transaction involving (directly or indirectly)involving, or any purchase (directly of all or though a proposed investment in Equity Securities, debt securities or claims of creditors) of more than 10% or more of the Transferred Assets Related to the Business assets or any equity securities of the outstanding Equity Securities of Seller LISB or any of its Affiliates directly or indirectly owning Assets Related to the Business material Subsidiaries (any such proposal or offer being hereinafter referred to as an “"Acquisition Proposal” and any such transaction") or, an “Acquisition”); provided, however, that the foregoing shall not restrict Seller from renewing the “exit financing” of the Debtors on substantially the same terms as in effect as of March 31, 2005. Seller further agrees that neither it nor any of its Subsidiaries nor any of their respective directors, officers or employees shall, and that it shall direct its Subsidiaries and its and its Subsidiaries’ agents and representatives and use its best efforts to cause its and its Subsidiaries’ agents and representatives (including any investment banker, attorney or accountant retained by it or any of its Subsidiariesb) not to, directly or indirectly, engage in any negotiations concerning, or provide any confidential information or data to to, or have any discussions with with, any Person person relating to, to an Acquisition Proposal, or otherwise facilitate any effort or attempt to make or implement an Acquisition Proposal; PROVIDED, however, that nothing contained in this Agreement shall prevent LISB or its Board of Directors from (i) complying with Rule 14e-2 promulgated under the Exchange Act with regard to an Acquisition Proposal or (ii) (A) providing information in response to a request therefor by a person who has made an unsolicited BONA FIDE written Acquisition Proposal if the Board of Directors receives from the person so requesting such information an executed confidentiality agreement on terms substantially equivalent to those contained in the confidentiality agreement between AFC and LISB, dated as of January 16, 1998; or (B) engaging in any negotiations or discussions with any person who has made an unsolicited BONA FIDE written Acquisition Proposal, if and only to the extent that, in each such case referred to in clause (A) or (B) above, (i) the Board of Directors of LISB, after consultation with outside legal counsel, in good fxxxx xxxxx such action to be legally necessary for the proper discharge of its fiduciary duties under applicable law and (ii) the Board of Directors of LISB determines in good faith (after consultation with its financial advisor) that such Acquisition Proposal, if accepted, is reasonably likely to be consummated, taking into account all legal, financial and regulatory aspects of the proposal and the person making the proposal and would, if consummated, result in a more favorable transaction than the transaction contemplated by this Agreement, taking into account the long-term prospects and interests of LISB and its stockholders. Seller agrees LISB will notify AFC immediately orally (within one day) and in writing (within 3 days) if any such inquiries, proposals or offers are received by, any such information is requested from, or any such negotiations or discussions are sought to be initiated or continued with LISB after the date hereof, and the identity of the person making such inquiry, proposal or offer and the substance thereof and will keep AFC informed of any developments with respect thereto immediately upon occurrence thereof. If the Board of Directors of LISB shall determine in accordance with the second preceding sentence to provide confidential information or data to any other person, LISB shall do so only under the terms of a confidentiality agreement no less stringent than that it previously entered into between the parties hereto and LISB shall enforce such agreement. Subject to the foregoing, LISB will immediately cease and cause to be terminated any existing activities, discussions or negotiations with any parties conducted heretofore with respect to any of the foregoing. LISB will take the necessary steps to promptly inform the Persons appropriate individuals or entities referred to in the first sentence of this Section 5.10 hereof of the obligations undertaken in this Section 5.10 and 4.01. LISB will promptly request each person (other than AFC) that has executed a confidentiality agreement prior to cause them the date hereof in connection with its consideration of a business combination with LISB or any Subsidiary of LISB to cease immediately return or destroy all confidential information previously furnished to such person by or on behalf of LISB or any current activities that are inconsistent with this Section 5.10. Notwithstanding the foregoing, nothing contained in this Agreement shall prevent Seller or of its board of directors (the “Board”) from:Subsidiaries.

Acquisition Proposals. Except as otherwise provided in this Section 5.10, Seller (a) The Company agrees that neither it nor any of its Subsidiaries nor any of their respective directors, officers or employees shall, and that it shall direct its Subsidiaries and its and its Subsidiaries’ agents and representatives and use its best efforts to cause its and its Subsidiaries’ ' employees, agents and representatives (including any investment banker, attorney or accountant retained by it or any of its Subsidiaries) (the Company, its Subsidiaries and their officers, directors, employees, agents and representatives being the "Company Representatives") not to, directly or indirectly, initiate, solicit solicit, encourage or encourage otherwise facilitate any inquiries or the making of any proposal or offer with respect to a merger, reorganization (including an Alternate Plan)reorganization, share exchange, consolidation or similar transaction involving (directly or indirectly)involving, or any purchase (directly of, or though a proposed investment in Equity Securitiestender offer for, debt securities or claims of creditors) of 10% or more any of the Transferred Assets Related to the Business or assets of the outstanding Equity Securities of Seller it or any of its Affiliates directly Subsidiaries or indirectly owning Assets Related to its voting securities if, as a result of such transaction, (i) the Business stockholders of the Company would not hold more than 50% of the voting securities of the surviving corporation or its ultimate parent, (ii) the directors of the Company would not constitute a majority of the board of directors of the surviving corporation or its ultimate parent, or (iii) another Person would acquire more than 50% of the assets of the Company and its Subsidiaries (any such proposal or offer being hereinafter referred to as an “a "Company Acquisition Proposal” and any such transaction, an “Acquisition”"); provided, however, that the foregoing shall not restrict Seller from renewing the “exit financing” of the Debtors on substantially the same terms as in effect as of March 31, 2005. Seller The Company further agrees that neither it nor any of its Subsidiaries nor any of their respective directors, officers or employees shall, and that it shall direct its Subsidiaries and its and its Subsidiaries’ agents and representatives and use its best efforts to cause its and its Subsidiaries’ agents and representatives (including any investment banker, attorney or accountant retained by it or any of its Subsidiaries) the Company Representatives not to, directly or indirectly, engage in have any negotiations concerning, discussion with or provide any confidential information or data to or have any discussions with any Person relating to, an to a Company Acquisition Proposal or engage in any negotiations concerning a Company Acquisition Proposal, or otherwise facilitate any effort or attempt to make or implement an a Company Acquisition Proposal. Seller agrees ; provided, however, that it will take the necessary steps to promptly inform the Persons referred to in the first sentence of this Section 5.10 of the obligations undertaken in this Section 5.10 and to cause them to cease immediately any current activities that are inconsistent with this Section 5.10. Notwithstanding the foregoing, nothing contained in this Agreement shall prevent Seller either the Company or the Company Representatives from (A) complying with Rule 14e-2 promulgated under the Exchange Act with regard to a Company Acquisition Proposal; (B) engaging in any discussions or negotiations with or providing any information to, any Person in response to an unsolicited bona fide written Company Acquisition Proposal by any such Person; or (C) recommending such an unsolicited bona fide written Company Acquisition Proposal to the stockholders of the Company if and only to the extent that, in such case referred to in clause (B) or (C), (i) the Board of Directors of the Company concludes in good faith (after consultation with its board financial advisor) that such Company Acquisition Proposal is reasonably capable of directors being completed, taking into account all legal, financial, regulatory and other aspects of the proposal and the Person making the proposal, and would, if consummated, result in a transaction more favorable to the Company's stockholders from a financial point of view than the transaction contemplated by this Agreement (any such more favorable Company Acquisition Proposal being referred to in this Agreement as a "Superior Company Proposal"), (ii) the “Board”Board of Directors of the Company determines in good faith after consultation with outside legal counsel that such action is necessary for the Board of Directors to comply with its fiduciary duty under applicable law and (iii) from:prior to providing any information or data to any Person in connection with a Company Acquisition Proposal by any such Person, the Board of Directors of the Company shall receive from such Person a confidentiality agreement in customary form; provided, that such confidentiality agreement shall not contain terms that prevent the Company from complying with its obligations under this Section 6.2.

Acquisition Proposals. Except as otherwise provided in this Section 5.10, Seller (a) The Company agrees that neither (i) it nor any of its Subsidiaries nor any of their respective directors, officers or employees shall, will not (and that it shall direct its Subsidiaries and its and its Subsidiaries’ agents and representatives and use its best efforts to will cause its subsidiaries and its Subsidiaries’ agents and representatives (including any investment bankereach officer, attorney director or accountant retained by it employee of the Company or any of its Subsidiaries) subsidiaries not to, ) directly or indirectly: (A) solicit, initiate, solicit initiate or encourage the submission of any Acquisition Proposal (as defined in Section 10.11 herein), (B) participate in any discussions or negotiations regarding, or furnish to any person any non- public information with respect to the Company or any of its subsidiaries in connection with, or take any other action to facilitate, any Acquisition Proposal or any inquiries or the making of any proposal that constitutes, or offer may reasonably be expected to lead to, any Acquisition Proposal or (C) enter into any agreement with respect to a mergeran Acquisition Proposal and (ii) it will not authorize or permit any investment banker, reorganization (including an Alternate Plan), share exchange, consolidation attorney or similar transaction involving (directly or indirectly)accountant, or any purchase (directly other advisor or though a proposed investment in Equity Securitiesrepresentative of, debt securities or claims of creditors) of 10% or more of the Transferred Assets Related to the Business or of the outstanding Equity Securities of Seller Company or any of its Affiliates directly or indirectly owning Assets Related subsidiaries to take any of the Business (any such proposal or offer being hereinafter actions referred to as an “Acquisition Proposal” and any such transactionin clauses (i)(A), an “Acquisition”(B) or (C); provided, however, that the foregoing shall not restrict Seller from renewing the “exit financing” of the Debtors on substantially the same terms as in effect as of March 31, 2005. Seller further agrees that neither it nor any of its Subsidiaries nor any of their respective directors, officers or employees shall, and that it shall direct its Subsidiaries and its and its Subsidiaries’ agents and representatives and use its best efforts to cause its and its Subsidiaries’ agents and representatives (including any investment banker, attorney or accountant retained by it or any of its Subsidiaries) not to, directly or indirectly, engage in any negotiations concerning, or provide any confidential information or data to or have any discussions with any Person relating to, an Acquisition Proposal, or otherwise facilitate any effort or attempt to make or implement an Acquisition Proposal. Seller agrees that it will take the necessary steps to promptly inform the Persons referred to in the first sentence of this Section 5.10 of the obligations undertaken in this Section 5.10 and to cause them to cease immediately any current activities that are inconsistent with this Section 5.10. Notwithstanding the foregoing, nothing contained in this Agreement Section 7.3(a) shall prevent Seller prohibit the Company Board from furnishing information to, or entering into discussions or negotiations with, any person that makes an unsolicited bona fide written Acquisition Proposal if, and only to the extent that (1) the Company Board, after consultation with outside legal counsel, reasonably determines in good faith that such action may reasonably expected to be necessary for the Company Board to comply with its board fiduciary duties to the Company’s stockholders under applicable Law, (2) the Company Board reasonably determines in good faith that such Acquisition Proposal, if accepted, is reasonably likely to be consummated taking into account all legal, financial, regulatory and other aspects of directors the proposal and the person making the proposal, and believes in good faith, after consultation with an independent, nationally recognized financial advisor, that such Acquisition Proposal would, if consummated, be reasonably likely to result in a transaction more favorable to the Company’s stockholders from a financial point of view than the Offer and the Merger (any such materially more favorable Acquisition Proposal being referred to herein as a “Superior Proposal”), and (3) prior to taking such action, the “Board”Company (x) from:provides three Business Day prior written notice to Parent to the effect that it is proposing to take such action and (y) receives from such person an executed confidentiality agreement in reasonably customary form and in any event containing terms at least as stringent as those contained in the Confidentiality Agreement. The Company shall notify Parent of any Acquisition Proposal or request for nonpublic information by any person who is making, or who has indicated that it is considering making, an Acquisition Proposal (including, without limitation, all material terms and conditions thereof and the identity of the person making it) as promptly as practicable (but in no case later than 24 hours) after its receipt thereof, and shall thereafter promptly inform Parent of any changes to the terms and conditions of such Acquisition Proposal, and shall promptly give Parent a copy of any information regarding the Company delivered to such person which has not previously been made available to Parent. Immediately after the execution and delivery of this Agreement, the Company will, and will cause its subsidiaries and affiliates, and their respective officers, directors, employees, investment bankers, attorneys, accountants and other agents to, cease and terminate any existing activities, discussions or negotiations with any parties conducted heretofore with respect to any possible Acquisition Proposal.

Acquisition Proposals. Except as otherwise provided in this Section 5.10, Seller agrees that neither it nor any of its Subsidiaries nor any of their respective directors, officers or employees shall, and that it shall direct its Subsidiaries and its and its Subsidiaries’ agents and representatives and use its best efforts to cause its and its Subsidiaries’ agents and representatives (including any investment banker, attorney or accountant retained by it or any of its Subsidiaries) not to, directly or indirectly, initiate, solicit or encourage any inquiries or the making of any proposal or offer with respect to a merger, reorganization (including an Alternate Plan), share exchange, consolidation or similar transaction involving (directly or indirectly), or any purchase (directly or though a proposed investment in Equity Securities, debt securities or claims of creditors) of 10% or more of the Transferred Assets Related to the Business or of the outstanding Equity Securities of Seller or any of its Affiliates directly or indirectly owning Assets Related to the Business (any such proposal or offer being hereinafter referred to as an “Acquisition Proposal” and any such transaction, an “Acquisition”); provided, however, that the foregoing shall not restrict Seller from renewing the “exit financing” of the Debtors on substantially the same terms as in effect as of March 31, 2005. Seller further agrees that neither it nor any of its Subsidiaries nor any of their respective directors, officers or employees shall, and that it shall direct its Subsidiaries and its and its Subsidiaries’ agents and representatives and use its best efforts to cause its and its Subsidiaries’ agents and representatives (including any investment banker, attorney or accountant retained by it or any of its Subsidiaries) not to, directly or indirectly, engage in any negotiations concerning, or provide any confidential 116 information or data to or have any discussions with any Person relating to, an Acquisition Proposal, or otherwise facilitate any effort or attempt to make or implement an Acquisition Proposal. Seller agrees that it will take the necessary steps to promptly inform the Persons referred to in the first sentence of this Section 5.10 of the obligations undertaken in this Section 5.10 and to cause them to cease immediately any current activities that are inconsistent with this Section 5.10. Notwithstanding the foregoing, nothing contained in this Agreement shall prevent Seller or its board of directors (the “Board”) from:

Acquisition Proposals. Except as otherwise provided in this Section 5.10, Seller Each of WorldCom and MCI agrees that neither it nor any of its Subsidiaries nor any of their respective directors, the officers and directors of it or employees its Subsidiaries shall, and that it shall direct its Subsidiaries and its and its Subsidiaries’ agents and representatives and use its best efforts to cause its and its Subsidiaries’ ' employees, agents and representatives (including any investment banker, attorney or accountant retained by it or any of its Subsidiaries) not to, directly or indirectly, initiate, solicit solicit, encourage or encourage otherwise facilitate (including by way of furnishing information) any inquiries or the making of any proposal or offer with respect to a merger, reorganization (including an Alternate Plan)reorganization, share exchange, consolidation consolidation, business combination, recapitalization, liquidation, dissolution or similar transaction involving (directly or indirectly)involving, or any purchase (directly or though a proposed investment in Equity Securities, debt securities sale of all or claims any significant portion of creditors) of the assets or 10% or more of the Transferred Assets Related to the Business or of the outstanding Equity Securities of Seller equity securities of, it or any of its Affiliates directly Subsidiaries that, in any such case, could reasonably be expected to interfere with the completion of the Merger or indirectly owning Assets Related to the Business other transactions contemplated by this Agreement (any such proposal or offer being hereinafter referred to as an “"Acquisition Proposal” "). Each of WorldCom and any such transaction, an “Acquisition”); provided, however, that the foregoing shall not restrict Seller from renewing the “exit financing” of the Debtors on substantially the same terms as in effect as of March 31, 2005. Seller MCI further agrees that neither it nor any of its Subsidiaries nor any of their respective directors, the officers and directors of it or employees its Subsidiaries shall, and that it shall direct its Subsidiaries and its and its Subsidiaries’ agents and representatives and use its best efforts to cause its and its Subsidiaries’ ' employees, agents and representatives (including any investment banker, attorney or accountant retained by it or any of its Subsidiaries) not to, directly or indirectly, engage in have any negotiations concerning, discussion with or provide any confidential information or data to or have any discussions with any Person relating toto an Acquisition Proposal, or engage in any negotiations concerning an Acquisition Proposal, or otherwise facilitate any effort or attempt to make or implement an Acquisition Proposal or accept an Acquisition Proposal. Seller Notwithstanding the foregoing, MCI or its Board of Directors shall be permitted to (A) to the extent applicable, comply with Rule 14e-2(a) promulgated under the Exchange Act with regard to an Acquisition Proposal, (B) in response to an unsolicited bona fide written Acquisition Proposal by any Person, recommend such an unsolicited bona fide written Acquisition Proposal to the stockholders of MCI, or withdraw or modify in any adverse manner its approval or recommendation of this Agreement or (C) engage in any discussions or negotiations with, or provide any information to, any Person in response to an unsolicited bona fide written Acquisition Proposal by any such Person, if and only to the extent that, in any such case as is referred to in clause (B) or (C), (i) the MCI Stockholders Meeting shall not have occurred, (ii) the Board of Directors of MCI concludes in good faith that such Acquisition Proposal (x) in the case of clause (B) above would, if consummated, constitute a Superior Proposal or (y) in the case of clause (C) above could reasonably be expected to constitute a Superior Proposal, (iii) prior to providing any information or data to any Person in connection with an Acquisition Proposal by any such Person, the MCI Board of Directors receives from such Person an executed confidentiality agreement on terms substantially similar to those contained in the Confidentiality Agreement and (iv) prior to providing any information or data to any Person or entering into discussions or negotiations with any Person, the Board of Directors of MCI notifies WorldCom immediately of such inquiries, proposals or offers received by, any such information requested from, or any such discussions or negotiations sought to be initiated or continued with, any of its representatives indicating, in connection with such notice, the name of such Person and the material terms and conditions of any proposals or offers. MCI agrees that it will keep WorldCom informed, on a current basis, of the status and terms of any such proposals or offers and the status of any such discussions or negotiations. Each of WorldCom and MCI agrees that it will immediately cease and cause to be terminated any existing activities, discussions or negotiations with any parties conducted heretofore with respect to any Acquisition Proposal. Each of WorldCom and MCI agrees that it will take the necessary steps to promptly inform the Persons individuals or entities referred to in the first sentence of this Section 5.10 5.5 of the obligations undertaken in this Section 5.10 and to cause them to cease immediately any current activities that are inconsistent with 5.5. Nothing in this Section 5.10. Notwithstanding the foregoing, nothing contained in 5.5 shall (x) permit either WorldCom or MCI to terminate this Agreement shall prevent Seller (except as specifically provided in Article VII hereof) or its board (y) affect any other obligation of directors (the “Board”) from:MCI or WorldCom under this Agreement.

Acquisition Proposals. Except as otherwise provided in this Section 5.10, Seller (a) The Company agrees that neither it nor any of its Subsidiaries nor any of their respective directors, the officers and directors of it or employees its Subsidiaries shall, and that it shall direct its Subsidiaries and its and its Subsidiaries’ agents and representatives and use its best efforts to cause its and its Subsidiaries’ ' employees, agents and representatives (including any investment banker, attorney or accountant retained by it or any of its SubsidiariesSubsidiaries ("Representatives")) not to, directly or indirectly, initiate, solicit solicit, encourage or encourage otherwise facilitate any inquiries or the making of any proposal or offer with respect to a merger, reorganization (including an Alternate Plan)reorganization, share exchange, consolidation or similar transaction involving (directly or indirectly)involving, or any purchase (directly of all or, except for transactions in the ordinary course of business or though a proposed investment in Equity Securitiesexpressly contemplated by this Agreement that could not interfere with the transactions contemplated by this Agreement, debt securities or claims of creditors) of 10% or more including by Section 6.1(a)(iii), any of the Transferred Assets Related to the Business assets or of the outstanding Equity Securities of Seller any equity securities of, it or any of its Affiliates directly or indirectly owning Assets Related to the Business Subsidiaries (any such proposal or offer being hereinafter referred to as an “a "Company Acquisition Proposal” and any such transaction, an “Acquisition”"); provided, however, that the foregoing shall not restrict Seller from renewing the “exit financing” of the Debtors on substantially the same terms as in effect as of March 31, 2005. Seller The Company further agrees that neither it nor any of its Subsidiaries nor any of their respective directors, the officers and directors of it or employees its Subsidiaries shall, and that it shall direct its Subsidiaries and its and its Subsidiaries’ agents and representatives and use its best efforts to cause its and its Subsidiaries’ agents and representatives (including any investment banker, attorney or accountant retained by it or any of its Subsidiaries) ' Representatives not to, directly or indirectly, engage in any negotiations concerning, or provide any confidential information or data to to, or have any discussions with with, any Person relating to, an to a Company Acquisition Proposal, or otherwise facilitate any effort or attempt to make or implement a Company Acquisition Proposal; provided, however, that nothing contained in this Agreement (including the last preceding sentence and Section 6.1(b)) shall prevent the Company or its Board of Directors or Parent or its Board of Directors, as applicable, from (A) complying with Rule 14e-2 promulgated under the Exchange Act with regard to a Company Acquisition Proposal; (B) providing information in response to a request therefor by a Person who has made an unsolicited bona fide written Company Acquisition Proposal if the Company's Board of Directors receives from the Person so requesting such information an executed confidentiality agreement on terms, with respect to confidentiality, substantially similar to those contained in the Confidentiality Agreement (as defined in Section 9.7); (C) engaging in any negotiations or discussions with any Person who has made an unsolicited bona fide written Company Acquisition Proposal; or (D) recommending such Company Acquisition Proposal to the shareholders of the Company if and only to the extent that, in each such case referred to in clause (B), (C) or (D) above, prior to the time the Company Requisite Vote shall have been obtained, the Board of Directors of the Company determines in good faith after consultation with outside legal counsel and its financial advisor and based upon such other matters as it deems relevant that failure to take such action would likely result in a breach of their fiduciary duties under applicable law and that such Company Acquisition Proposal, if accepted, is reasonably likely to be consummated, taking into account all legal, financial and regulatory aspects of the proposal and the Person making the proposal and would, if consummated, be reasonably likely to result in a transaction more favorable to the Company's shareholders from a financial point of view than the transaction contemplated by this Agreement (any such more favorable Acquisition Proposal being referred to in this Agreement as a "Superior Proposal"). The Company agrees that it will immediately cease and cause to be terminated any existing activities, discussions or negotiations with any parties conducted heretofore with respect to any Company Acquisition Proposal. Seller The Company agrees that it will take the necessary steps to promptly inform the Persons individuals or entities referred to in the first sentence of this Section 5.10 hereof of the obligations undertaken in this Section 5.10 6.2 and in the Confidentiality Agreement. The Company agrees that it will use its best reasonable efforts to cause them notify Parent within one day of the receipt thereof if any such inquiries, proposals or offers are received by, any such information is requested from, or any such discussions or negotiations are sought to cease immediately be initiated or continued with, any of its Representatives indicating, in connection with such notice, the name of such Person and the material terms and conditions of any proposals or offers and thereafter shall keep Parent informed, on a current activities basis, on the status and terms of any such proposals or offers and the status of any such discussions or negotiations. The Company also agrees that are inconsistent it will promptly request each Person that has heretofore executed a confidentiality agreement in connection with this Section 5.10. Notwithstanding the foregoingits consideration of acquiring all or substantially all of it, nothing contained in this Agreement shall prevent Seller Michigan Consolidated Gas Company or MCN Investment Corporation to return all confidential information heretofore furnished to such Person by or on behalf of it or any of its board of directors (the “Board”) from:Subsidiaries.

Acquisition Proposals. Except as otherwise provided in this Section 5.10hereinafter provided, Seller agrees that neither it the Company nor any of its Subsidiaries nor any of their respective directors, officers or employees shall, and that it shall direct its Subsidiaries and its and its Subsidiaries’ agents and representatives and use its best efforts to cause its and its Subsidiaries’ agents and representatives (including any investment banker, attorney or accountant retained by it or any of its Subsidiaries) not to, directly or indirectly, initiatethrough any officer, solicit director, agent or otherwise, solicit, initiate or knowingly encourage any inquiries or the making submission of any proposal or offer with respect from any Person (as hereinafter defined) relating to any acquisition or purchase of all or (other than in the ordinary course of business) a merger, reorganization (including an Alternate Plan), share exchange, consolidation or similar transaction involving (directly or indirectly)substantial portion of the assets of, or any purchase (directly or though a proposed investment in Equity Securitiessubstantial equity interest in, debt securities or claims of creditors) of 10% or more of the Transferred Assets Related to the Business or of the outstanding Equity Securities of Seller Company or any of its Affiliates directly Subsidiaries or indirectly owning Assets Related to any recapitalization, business combination or similar transaction with the Business Company or any of its Subsidiaries (any such proposal or offer being hereinafter referred to as an “"Acquisition Proposal” and ") or participate in any such transactionnegotiations regarding, or furnish to any other Person any non-public information with respect to, or take any other action to knowingly facilitate the making of an “Acquisition”); provided, however, that Acquisition Proposal. Notwithstanding the foregoing shall not restrict Seller from renewing provisions of this Section 5.2, (a) the “exit financing” of Company may engage in discussions or negotiations with a third party who seeks to initiate such discussions or negotiations and may furnish such third party information concerning the Debtors on substantially the same terms as in effect as of March 31, 2005. Seller further agrees that neither it nor any of its Subsidiaries nor any of their respective directors, officers or employees shall, and that it shall direct its Subsidiaries and its Company and its Subsidiaries’ agents and representatives and use its best efforts , in each case only in response to cause its and its Subsidiaries’ agents and representatives (including any investment bankera request for such information or access which was not solicited, attorney initiated or accountant retained knowingly encouraged by it the Company or any of its Subsidiariesaffiliates, (b) not to, directly the Board or indirectly, engage in any negotiations concerning, or provide any confidential information or data the Special Committee may take and disclose to or have any discussions with any Person relating to, the Company's shareholders a position contemplated by Rule 14e-2 promulgated under the Exchange Act and (c) following receipt of an Acquisition ProposalProposal from a third party, the Board or otherwise facilitate any effort the Special Committee may withdraw or attempt modify its recommendation referred to make or implement an Acquisition Proposal. Seller agrees that it will take the necessary steps to promptly inform the Persons in Section 1.12, but in each case referred to in the first sentence foregoing clauses (a) through (c) only to the extent that the Board or the Special Committee shall conclude in good faith after consultation with legal counsel that the failure to take such action could reasonably be determined to be a breach of the Board's or the Special Committee's fiduciary obligations to the Company's shareholders under applicable law. In connection with any party's Acquisition Proposal, the Company will enter into an appropriate confidentiality agreement with such party. The Company will immediately cease all existing activities, discussions and negotiations with any parties conducted heretofore with respect to any Acquisition Proposal. From and after the execution of this Section 5.10 Agreement, the Company shall promptly notify Purchaser of the obligations undertaken receipt of any Acquisition Proposal, and, in any such notice to Purchaser, shall indicate in reasonable detail the material terms thereof and the identity of the other party or parties involved. Nothing in this Section 5.10 and 5.2 shall preclude the Company from making any disclosure to cause them to cease immediately any current activities its shareholders that are inconsistent with this Section 5.10is required under applicable law. Notwithstanding the foregoing, nothing contained As used in this Agreement Agreement, "Person" shall prevent Seller mean a natural person, entity, organization or its board of directors (the “Board”) from:association, including, but not limited to, a partnership, corporation, limited liability company, business trust, joint stock 40 47 company, trust, unincorporated association, joint venture, Governmental Entity, group acting in concert or any person acting in a representative capacity.

Acquisition Proposals. Except as otherwise provided in this Section 5.10, Seller The Company agrees that neither it nor any of its Subsidiaries nor any of their respective directorsofficers, officers or directors and employees shall, and that it shall direct its Subsidiaries and its and its Subsidiaries’ agents and representatives and use its reasonable best efforts to cause its and its Subsidiaries’ agents and representatives (including any investment bankerfinancial advisor, attorney or accountant retained by it or any of acting on its Subsidiariesbehalf) not to, directly or indirectly, initiate, solicit solicit, encourage or encourage otherwise facilitate any inquiries or the making of any proposal or offer with respect to a merger, reorganization (including an Alternate Plan), share exchange, consolidation or similar transaction involving (directly or indirectly), or any purchase (directly or though a proposed investment in Equity Securities, debt securities or claims of creditors) of 10% or more of the Transferred Assets Related to the Business or of the outstanding Equity Securities of Seller or any of its Affiliates directly or indirectly owning Assets Related to the Business (any such proposal or offer being hereinafter referred to as an “Acquisition Proposal” and any such transaction, an “Acquisition”); provided, however, that the foregoing shall not restrict Seller from renewing the “exit financing” of the Debtors on substantially the same terms as in effect as of March 31, 2005. Seller The Company further agrees that neither it nor any of its Subsidiaries nor any of their respective directorsofficers, officers or directors and employees shall, and that it shall direct its Subsidiaries and its and its Subsidiaries’ agents and representatives and use its reasonable best efforts to cause its and its Subsidiaries’ agents and representatives (including any investment bankerfinancial advisor, attorney or accountant retained by it or any of acting on its Subsidiariesbehalf) not to, directly or indirectly, engage in any negotiations concerning, or provide any confidential information or data to to, or have any discussions with with, any Person relating to, to an Acquisition Proposal, or otherwise facilitate any effort or attempt to make or implement an Acquisition Proposal; provided, however, that nothing contained in this Agreement shall prevent the Company or the Company Board from (A) complying with Rule 14d-9 and Rule 14d-2 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 action pursuant to such rules would otherwise have under this Agreement; (B) at any time prior, but not after, the Company Stockholder Approval is obtained, providing information in response to a request therefor by a Person who has made an unsolicited bona fide written Acquisition Proposal if the Company receives from the Person so requesting such information an executed confidentiality agreement on terms not less restrictive in the aggregate to the other party than those contained in the Confidentiality Agreement; or (C) engaging in any negotiations or discussions with any Person who has made an unsolicited bona fide written Acquisition Proposal if and only to the extent that, in each such case referred to in clause (B) or (C) above, the Company Board determines in good faith (after consultation with outside legal counsel) that the failure to take such action would reasonably be expected to violate the directors’ fiduciary duties under applicable Law. Seller The Company agrees that it will immediately cease and cause to be terminated any existing activities, discussions or negotiations with any parties conducted heretofore with respect to any Acquisition Proposals. The Company agrees that it will take the necessary steps to promptly inform the Persons individuals referred to in the first sentence of this Section 5.10 hereof of the obligations undertaken in this Section 5.10 5.08. The Company agrees that it will notify Parent promptly, but in no event later than the next succeeding Business Day, if any such inquiries, proposals or offers are received by, any such information is requested from, or any such discussions or negotiations are sought to be initiated or continued with, any of its representatives, indicating, in connection with such notice, the name of such Person and to cause them to cease immediately the material terms and conditions of any proposal or offer and thereafter shall keep Parent informed, on a current activities that are inconsistent with this Section 5.10. Notwithstanding basis, of the foregoing, nothing contained in this Agreement shall prevent Seller status and terms of any such proposals or its board offers and the status of directors (the “Board”) from:any such discussions or negotiations.

Acquisition Proposals. Except as otherwise provided in this Section 5.10(a) Teleglobe and Excel each shall not, Seller agrees that neither it nor directly or indirectly, through any officer, director, employee, stockholder, financial advisor, agent or other representative of its Subsidiaries nor any of their respective directors, officers or employees shall, and that it shall direct its Subsidiaries and its and its Subsidiaries’ agents and representatives and use its best efforts to cause its and its Subsidiaries’ agents and representatives such party (including any investment banker, attorney or accountant retained by it such party or by any of such party's Subsidiaries or stockholders) (i) solicit, initiate, encourage or knowingly facilitate (including by way of furnishing information) any inquiries or proposals that constitute, or could reasonably be expected to lead to, (x) a breach of this Agreement, either Voting Agreement or either Stock Option Agreement or otherwise interfere in any material respect with the completion of the Merger or (y) a proposal or offer for an Alternative Transaction (as defined below) involving such party or any of its Subsidiaries) not to, directly or indirectly, initiate, solicit or encourage Subsidiaries (any of the foregoing inquiries or the making of any proposal or offer with respect proposals being referred to a merger, reorganization (including in this Agreement as an Alternate Plan"Acquisition Proposal"), share exchange, consolidation or similar transaction involving (directly or indirectly), or any purchase (directly or though a proposed investment in Equity Securities, debt securities or claims of creditorsii) of 10% or more of the Transferred Assets Related to the Business or of the outstanding Equity Securities of Seller or any of its Affiliates directly or indirectly owning Assets Related to the Business (any such proposal or offer being hereinafter referred to as an “Acquisition Proposal” and any such transaction, an “Acquisition”); provided, however, that the foregoing shall not restrict Seller from renewing the “exit financing” of the Debtors on substantially the same terms as in effect as of March 31, 2005. Seller further agrees that neither it nor any of its Subsidiaries nor any of their respective directors, officers or employees shall, and that it shall direct its Subsidiaries and its and its Subsidiaries’ agents and representatives and use its best efforts to cause its and its Subsidiaries’ agents and representatives (including any investment banker, attorney or accountant retained by it or any of its Subsidiaries) not to, directly or indirectly, engage in any negotiations or discussions concerning, or provide any confidential non-public information or data to or have any discussions with any Person relating to, an Acquisition Proposal, or otherwise facilitate any effort or attempt to make or implement implement, any Acquisition Proposal, or (iii) agree to or recommend to its stockholders or shareholders, as applicable, any Acquisition Proposal; provided, however, that nothing contained in this Agreement shall prevent Teleglobe or Excel from complying with Rule 14e-2 under the Exchange Act or similar provisions of the Canadian Securities Laws with respect to an Acquisition Proposal. Seller Each of Teleglobe and Excel agrees that it will immediately cease and cause to be terminated any existing activities, discussions or negotiations with any parties conducted heretofore with respect to any Acquisition Proposal. Each of Excel and Teleglobe agrees not to release any third party from, or waive any provision of, any standstill agreement to which it is a party or any confidentiality agreement between it and another Person who has made or who may reasonably be considered likely to make an Acquisition Proposal. Each of Teleglobe and Excel agrees that it will take the necessary steps to inform promptly inform the Persons individuals or entities referred to in the first sentence of this Section 5.10 5.5 of the obligations undertaken in this Section 5.10 and to cause them to cease immediately any current activities that are inconsistent with this Section 5.10. Notwithstanding the foregoing, nothing contained in this Agreement shall prevent Seller or its board of directors (the “Board”) from:5.5.

Acquisition Proposals. Except as otherwise provided in this Section 5.10, Seller agrees that neither it Neither the Company nor any of its Subsidiaries nor any of their respective directors, officers or employees subsidiaries shall, and that it shall direct its Subsidiaries and its and its Subsidiaries’ agents and representatives and use its best efforts to cause its and its Subsidiaries’ agents and representatives (including any investment banker, attorney or accountant retained by it or any of its Subsidiaries) not to, directly or indirectly, initiatethrough any officer, solicit director, agent or otherwise, solicit, initiate or encourage any inquiries or the making submission of any proposal or offer with respect from any Person relating to a merger, reorganization any acquisition or purchase of all or (including an Alternate Plan), share exchange, consolidation or similar transaction involving (directly or indirectly)other than in the ordinary course of business) any portion of the assets of, or any purchase (directly or though a proposed investment in Equity Securitiesequity interest in, debt securities or claims of creditors) of 10% or more of the Transferred Assets Related to the Business or of the outstanding Equity Securities of Seller Company or any of its Affiliates directly subsidiaries or indirectly owning Assets Related any recapitalization, business combination or similar transaction with the Company or any of its subsidiaries (any communication with respect to the Business (any such proposal or offer foregoing being hereinafter referred to as an “"Acquisition Proposal” and ") or participate in any such transactionnegotiations regarding, an “Acquisition”)or furnish to any other Person any information with respect to, or otherwise cooperate in any way with, or assist or participate in, facilitate or encourage, any effort or attempt by any other Person to do or seek any of the foregoing; provided, however, that, at any time prior to the purchase of Shares by the Company pursuant to the Offer, the Company may furnish information to, and negotiate or otherwise engage in discussions with, any party who delivers a written Acquisition Proposal which was not solicited or encouraged after the date of this Agreement if the Board determines in good faith by a majority vote (i) after consultation with and receipt of advice from its outside legal counsel, that the foregoing shall not restrict Seller from renewing the “exit financing” failing to take such action is reasonably determined to constitute a breach of the Debtors on substantially fiduciary duties of the same terms as in effect as Board under applicable Law, (ii) after consultation with and receipt of March 31advice from a nationally recognized investment banking firm, 2005. Seller further agrees that neither it nor any such proposal is more favorable to the Company's Shareholders from a financial point of its Subsidiaries nor any of their respective directors, officers or employees shall, and that it shall direct its Subsidiaries and its and its Subsidiaries’ agents and representatives and use its best efforts to cause its and its Subsidiaries’ agents and representatives view than the Transactions (including any investment bankeradjustment to the terms and conditions proposed by 40 32 Purchasers in response to such Acquisition Proposal), attorney or accountant retained by it or (iii) that sufficient commitments have been obtained with respect to such Acquisition Proposal that the Board reasonably expects a transaction pursuant to such Acquisition Proposal could be consummated and (iv) that such Acquisition Proposal is not subject to any regulatory approvals that could reasonably be expected to prevent consummation. The Company will immediately cease all existing activities, discussions and negotiations with any parties conducted heretofore with respect to any Acquisition Proposal. From and after the execution of its Subsidiaries) not tothis Agreement, the Company shall immediately advise Purchasers in writing of the receipt, directly or indirectly, engage in of any negotiations concerninginquiries, discussions, negotiations, or provide any confidential information or data proposals relating to or have any discussions with any Person relating to, an Acquisition ProposalProposal (including the specific terms thereof and the identity of the other party or parties involved) and furnish to Purchasers within 48 hours of such receipt an accurate description of all material terms (including any changes or adjustments to such terms as a result of negotiations or otherwise) of any such written proposal in addition to any information provided to any third party relating thereto. In addition, or otherwise facilitate the Company shall immediately advise Purchasers, in writing, if the Board shall make any effort or attempt determination as to make or implement an any Acquisition Proposal. Seller agrees that it will take Proposal as contemplated by the necessary steps proviso to promptly inform the Persons referred to in the first sentence of this Section 5.10 of the obligations undertaken in this Section 5.10 and to cause them to cease immediately any current activities that are inconsistent with this Section 5.106.06. Notwithstanding the foregoing, nothing contained in this Agreement the Company shall prevent Seller or its board be permitted to take such actions as may be required to comply with Rule 14e-2 of directors (the “Board”) from:Exchange Act.

Acquisition Proposals. Except as otherwise provided (a) Subject to Section 6.3(b), Section 6.3(d) and Section 6.3(e), until the Acceptance Time or, if earlier, the termination of this Agreement in this Section 5.10accordance with ARTICLE VIII, Seller agrees that neither it nor any of the Company will not, will cause its Subsidiaries nor any of their respective directors, officers or employees shallnot to, and that it shall direct its Subsidiaries and its and its Subsidiaries’ agents and representatives and will use its reasonable best efforts to cause its and its Subsidiaries’ agents and representatives (including any investment banker, attorney or accountant retained by it or any of its Subsidiaries) Representatives not to, directly or indirectly, : (i) initiate, solicit solicit, knowingly encourage (including by way of furnishing non-public information), knowingly facilitate or encourage knowingly induce or take any other action designed to lead to, any inquiries or the making of any proposal that constitutes, or offer would reasonably be expected to lead to, the submission of any Acquisition Proposal or engage, enter into, continue or participate in any negotiations or discussions with respect thereto or furnish any non-public information concerning the Company and its Subsidiaries to any Person in connection with any Acquisition Proposal, (ii) except for a merger, reorganization (including an Alternate Planconfidentiality agreement contemplated pursuant to Section 6.3(b), enter into any merger agreement, letter of intent, agreement in principle, share exchangepurchase agreement, consolidation asset purchase agreement or share exchange agreement, option agreement or other similar transaction involving agreement relating to an Acquisition Proposal (directly or indirectlyan “Acquisition Agreement”), or (iii) withdraw, modify or qualify, or propose publicly to withdraw, modify or qualify, in a manner adverse to Parent or Purchaser, the Company Board Recommendation or publicly recommend the approval or adoption of, or publicly approve or adopt, or propose to publicly recommend, approve or adopt, any purchase Acquisition Proposal (directly any action described in this clause (iii) being referred to as a “Change of Board Recommendation”). The Company will cease and cause to be terminated any solicitation, discussion or though a proposed investment in Equity Securities, debt securities or claims of creditors) of 10% or more of the Transferred Assets Related negotiation with any Person conducted prior to the Business or date of this Agreement by the outstanding Equity Securities of Seller Company, its Subsidiaries or any of its Affiliates directly Representatives with respect to any Acquisition Proposal and will request the return or indirectly owning Assets Related destruction of all confidential information provided by or on behalf of the Company or its Subsidiaries to the Business (any such proposal or offer being hereinafter referred to as an “Acquisition Proposal” and any such transaction, an “Acquisition”); provided, however, that the foregoing shall not restrict Seller from renewing the “exit financing” of the Debtors on substantially the same terms as in effect as of March 31, 2005. Seller further agrees that neither it nor any of its Subsidiaries nor any of their respective directors, officers or employees shall, and that it shall direct its Subsidiaries and its and its Subsidiaries’ agents and representatives and use its best efforts to cause its and its Subsidiaries’ agents and representatives (including any investment banker, attorney or accountant retained by it or any of its Subsidiaries) not to, directly or indirectly, engage in any negotiations concerning, or provide any confidential information or data to or have any discussions with any Person relating to, an Acquisition Proposal, or otherwise facilitate any effort or attempt to make or implement an Acquisition Proposal. Seller agrees that it will take the necessary steps to promptly inform the Persons referred to in the first sentence of this Section 5.10 of the obligations undertaken in this Section 5.10 and to cause them to cease immediately any current activities that are inconsistent with this Section 5.10. Notwithstanding the foregoing, nothing contained in this Agreement shall prevent Seller or its board of directors (the “Board”) from:Person.

Acquisition Proposals. Except as otherwise provided Unless and until this Agreement shall have been terminated in this Section 5.10accordance with its terms, Seller agrees and covenants (a) that neither it nor any of its Subsidiaries nor any of their respective directors, officers or employees General Partners shall, and that it each of them shall direct its Subsidiaries and its and its Subsidiaries’ agents and representatives and use its best commercially reasonable and good faith efforts to cause its and its Subsidiaries’ respective officers, directors, employees, agents and representatives (including including, without limitation, any investment banker, attorney or accountant retained by it or any of its Subsidiariesthem) not to, directly or indirectly, initiate, solicit or encourage any inquiries or the making or implementation of any proposal or offer (including, without limitation, any proposal or offer to its partners) with respect to a merger, reorganization (including an Alternate Plan)acquisition, share exchangetender offer, exchange offer, consolidation or similar transaction involving (directly or indirectly)involving, or any purchase (directly of the Properties or though a proposed investment in Equity Securities, debt any equity securities or claims of creditors) of 10% or more of partnership interests of, Seller, other than the Transferred Assets Related to the Business or of the outstanding Equity Securities of Seller or any of its Affiliates directly or indirectly owning Assets Related to the Business transactions contemplated by this Agreement (any such proposal or offer being hereinafter referred to as an “"Acquisition Proposal” and any such transaction, an “Acquisition”); provided, however, that the foregoing shall not restrict Seller from renewing the “exit financing” of the Debtors on substantially the same terms as in effect as of March 31, 2005. Seller further agrees that neither it nor any of its Subsidiaries nor any of their respective directors, officers ") or employees shall, and that it shall direct its Subsidiaries and its and its Subsidiaries’ agents and representatives and use its best efforts to cause its and its Subsidiaries’ agents and representatives (including any investment banker, attorney or accountant retained by it or any of its Subsidiaries) not to, directly or indirectly, engage in any negotiations concerning, or provide any confidential information or data to, to or have any discussions with with, any Person person relating to, to an Acquisition Proposal, or otherwise facilitate any effort or attempt to make or implement an Acquisition Proposal. ; (b) that Seller agrees that it will immediately cease and cause to be terminated any existing activities, discussions or negotiations with any parties conducted heretofore with respect to any of the foregoing and will take the necessary steps to promptly inform the Persons individuals or entities referred to in the first sentence of this Section 5.10 above of the obligations undertaken in this Section 5.10 8.2; and (c) that Seller will notify Purchaser immediately if any such inquiries or proposals are received by, any such information is requested from, or any such negotiations or discussions are sought to cause them to cease immediately any current activities be initiated or continued with, it; provided, however, that are inconsistent with this Section 5.10. Notwithstanding the foregoing, nothing contained in this Agreement Section 8.2 shall prevent prohibit the General Partners of Seller, from (i) furnishing information to, or entering into discussions or negotiations with, any person or entity that makes an unsolicited bona fide Acquisition Proposal, if, and only to the extent that, (A) the General Partners, after consultation with and based upon the advice of Katten Muchin & Zavis, or anothex xxxxxxxxxx recognized law firm selected by Seller, determines in good faith that such action is required for the General Partners to comply with their fiduciary duties to their partners under applicable law, (B) prior to furnishing such information to, or entering into discussions or negotiations with, such person or entity, Seller provides written notice to Purchaser to the effect that it is furnishing information to, or its board entering into discussion or negotiations with, such person or entity, and (C) Seller keeps Purchaser informed of directors the status of any such discussions or negotiations; and (ii) to the extent applicable, complying with Rule 14e-2 and Rule 14a-9 and any other applicable provisions or rules promulgated under the Securities Exchange Act of 1934, as amended (the “Board”) from:"Exchange Act"), with regard to an Acquisition Proposal. Notwithstanding anything to the contrary set forth herein, nothing in this Section 8.2 shall permit Purchaser or Seller to terminate this Agreement except as specifically provided in Section 8.4 hereof.

Acquisition Proposals. Except as otherwise provided in this Section 5.10, Seller BFS agrees that neither it BFS nor any of --------------------- its Subsidiaries nor any of subsidiaries shall, and that BFS and its subsidiaries shall direct and use all reasonable efforts to cause their respective directors, officers or employees shallofficers, and that it shall direct its Subsidiaries and its and its Subsidiaries’ agents and representatives and use its best efforts to cause its and its Subsidiaries’ employees, agents and representatives (including including, without limitation, any investment banker, attorney or accountant retained by it or any of its Subsidiariessubsidiaries) not to, initiate, solicit or encourage, directly or indirectly, initiate, solicit or encourage any inquiries or the making or implementation of any proposal or offer with respect to a merger, reorganization (including an Alternate Plan), share exchangeacquisition, consolidation or similar transaction involving (directly or indirectly)involving, or any purchase (directly of all or though a proposed investment in Equity Securities, debt securities or claims of creditors) of 10% or more any substantial part of the Transferred Assets Related to the Business assets or of the outstanding Equity Securities of Seller any equity securities of, BFS or any of its Affiliates directly or indirectly owning Assets Related to the Business subsidiaries (any such proposal or offer being hereinafter referred to as an “"Acquisition Proposal” and any such transaction, an “Acquisition”); provided, however, that the foregoing shall not restrict Seller from renewing the “exit financing” of the Debtors on substantially the same terms as in effect as of March 31, 2005. Seller further agrees that neither it nor any of its Subsidiaries nor any of their respective directors, officers ") or employees shall, and that it shall direct its Subsidiaries and its and its Subsidiaries’ agents and representatives and use its best efforts to cause its and its Subsidiaries’ agents and representatives (including any investment banker, attorney or accountant retained by it or any of its Subsidiaries) not to, directly or indirectly, engage in any discussions or negotiations concerning-------------------- with, or provide any confidential information or data to or have any discussions with to, any Person relating to, to an Acquisition Proposal; provided, that, if BFS is not otherwise in violation of -------- this Section 5.2, the Board of Directors of BFS may furnish or cause to be furnished information and may participate in such discussions and negotiations directly or through its representatives if such Board of Directors, after having consulted with and considered the written advice of outside counsel, has determined that the failure to provide such information or participate in such negotiations and discussions would constitute a breach of their fiduciary duties under Delaware law. If any such inquiries or proposals are received by, any such information is requested from, or otherwise facilitate any effort such negotiations or attempt discussions are sought to make be initiated or implement an continued with, BFS or any of its subsidiaries, BFS will immediately notify Dime. BFS will immediately cease and cause to be terminated any existing activities, discussions or negotiations with any parties conducted heretofore with respect to any Acquisition Proposal. Seller agrees that it , will enforce any confidentiality agreements and will take the necessary steps to promptly inform the Persons appropriate individuals or entities referred to in the first sentence of this Section 5.10 5.2 of the obligations undertaken in this Section 5.10 and to cause them to cease immediately any current activities that are inconsistent with this Section 5.10. Notwithstanding the foregoing, nothing contained in this Agreement shall prevent Seller or its board of directors (the “Board”) from:5.2.

Acquisition Proposals. Except as otherwise provided in this Section 5.10, Seller ROI agrees that prior to the earlier of the Closing and the earlier of the termination of this Agreement pursuant to Article VIII, neither it nor any of its Subsidiaries nor any of their respective directors, the officers and directors of it or employees its Subsidiaries shall, and that it shall direct its Subsidiaries and its and its Subsidiaries’ agents and representatives and use its reasonable best efforts to cause its and its Subsidiaries’ ' employees, agents and representatives (including any investment banker, attorney or accountant retained by it or any of its Subsidiaries) not to, directly or indirectly, initiate, solicit or encourage any inquiries or the making of any proposal or offer with respect to a merger, reorganization (including an Alternate Plan)reorganization, share exchange, consolidation or similar transaction involving (directly or indirectly)involving, or any purchase (directly of all or though a proposed investment in Equity Securitiesany material assets or any equity securities of, debt securities or claims of creditors) of 10% or more of the Transferred Assets Related to the Business or of the outstanding Equity Securities of Seller it or any of its Affiliates directly or indirectly owning Assets Related to the Business Subsidiaries (any such proposal or offer being hereinafter referred to as an “"Acquisition Proposal” and any such transaction, an “Acquisition”"); provided, however, that the foregoing shall not restrict Seller from renewing the “exit financing” of the Debtors on substantially the same terms as in effect as of March 31, 2005. Seller ROI further agrees that neither it nor any of its Subsidiaries nor any of their respective directors, the officers and directors of it or employees its Subsidiaries shall, and that it shall direct its Subsidiaries and its and its Subsidiaries’ agents and representatives and use its best efforts to cause its and its Subsidiaries’ ' employees, agents and representatives (including any investment banker, attorney or accountant retained by it or any of its Subsidiaries) not to, directly or indirectly, engage in any discussions or negotiations concerning, or provide any confidential information or data to, any Person relating to an Acquisition Proposal; provided, however, that nothing contained in this Agreement shall prevent ROI or have its Board of Directors from (i) complying with its disclosure obligations under federal or state law with regard to an Acquisition Proposal; or (ii) at any time before, but not after, this Agreement is submitted for a vote at the Stockholders Meeting, (A) providing information in response to a request therefor by a Person who has made an unsolicited bona fide written Acquisition Proposal if ROI's Board of Directors receives from the Person so requesting such information an executed confidentiality agreement on terms substantially similar to those contained in the Confidentiality Agreement; (B) engaging in any negotiations or discussions with any Person relating towho has made an unsolicited bona fide written Acquisition Proposal; or (C) recommending such an Acquisition Proposal to the stockholders of ROI, an if and only to the extent that, (x) in each such case referred to in clause (A), (B) or (C) above, ROI's Board of Directors determines in good faith after consultation with outside legal counsel that such action is necessary in order for its directors to comply with their respective fiduciary duties under applicable law and (y) in each case referred to in clause (B) or (C) above, ROI's Board of Directors determines in good faith (after consultation with its outside financial advisors) that such Acquisition Proposal, if accepted, is reasonably likely to be consummated, taking into account all legal, financial and regulatory aspects of the proposal and the Person making the proposal, and if consummated, would result in a transaction more favorable to ROI's stockholders from a financial point of view than the transaction contemplated by this Agreement (any such more favorable Acquisition Proposal being referred to in this Agreement as a "Superior Proposal"). ROI agrees that it will immediately cease and cause to be terminated any existing activities, discussions or otherwise facilitate negotiations with any effort or attempt parties conducted heretofore with respect to make or implement an any Acquisition Proposal. Seller ROI agrees that it will take the necessary steps to promptly inform the Persons individuals or entities referred to in the first sentence of this Section 5.10 hereof of the obligations undertaken in this Section 5.10 5.8 and in the Confidentiality Agreement. ROI agrees that it will notify Buyer immediately if any such inquiries, proposals or offers are received by, any such information is requested from, or any such discussions or negotiations are sought to cause them to cease immediately be initiated or continued with, any of its representatives indicating, in connection with such notice, the name of such Person and the material terms and conditions of any proposals or offers and thereafter shall keep Buyer informed, on a current activities that are inconsistent with this Section 5.10. Notwithstanding basis, of the foregoing, nothing contained in this Agreement shall prevent Seller status and terms of any such proposals or its board offers and the status of directors (the “Board”) from:any such discussions or negotiations.

Acquisition Proposals. Except as otherwise provided (a) Boston Private shall not, shall cause its Subsidiaries and its and their officers and directors not to, and shall use its reasonable best efforts to cause its and their agents, advisors and representatives not to, directly or indirectly, (i) initiate, solicit, knowingly encourage or knowingly facilitate inquiries or proposals with respect to, (ii) engage or participate in this Section 5.10any negotiations with any person concerning, Seller agrees that neither it nor (iii) provide any confidential or nonpublic information or data to, or have or participate in any discussions with, any person relating to, any Acquisition Proposal or (iv) publicly propose any of its Subsidiaries nor the foregoing or propose any of their respective directorsthe foregoing to a third party; provided, officers or employees shallthat, prior to receipt of the Requisite Boston Private Vote, in the event Boston Private receives an unsolicited bona fide written Acquisition Proposal, it may, and that it shall direct may permit its Subsidiaries and its and its Subsidiaries’ agents officers, directors, agents, advisors and representatives to, furnish or cause to be furnished nonpublic information or data and participate in such negotiations or discussions to the extent that its Board of Directors concludes in good faith (after receiving the advice of its outside counsel, and with respect to financial matters, its financial advisors) that failure to take such actions would be more likely than not to result in a violation of its fiduciary duties under applicable law; provided, further, that, prior to or concurrently with providing any nonpublic information permitted to be provided pursuant to the foregoing proviso, Boston Private shall have provided such information to SVB Financial, and shall have entered into a confidentiality agreement with such third party on terms no less favorable to it than the Confidentiality Agreement, which confidentiality agreement shall not provide such person with any exclusive right to negotiate with Boston Private. Boston Private will, will cause its officers and directors to, and will use its reasonable best efforts to cause its and its Subsidiaries’ agents agents, advisors and representatives to, immediately cease and cause to be terminated any activities, discussions or negotiations conducted before the date of this Agreement with any person other than SVB Financial with respect to any Acquisition Proposal. Boston Private will promptly (and in any event within twenty-four (24) hours and before entering into any discussions or providing any information) advise SVB Financial following receipt of any Acquisition Proposal or any inquiry which could reasonably be expected to lead to an Acquisition Proposal, and the substance thereof (including the material terms and conditions of and the identity of the person making such inquiry or Acquisition Proposal), will provide SVB Financial with an unredacted copy of any investment bankersuch Acquisition Proposal and any draft agreements, attorney proposals or accountant retained by other materials received in connection with any such inquiry or Acquisition Proposal, and will promptly (and in any event within twenty-four (24) hours) advise SVB Financial of any related material developments, discussions and negotiations on a current basis, including any amendments to or revisions of the material terms of such inquiry or Acquisition Proposal. Boston Private shall use its reasonable best efforts to enforce any existing confidentiality or standstill agreements to which it or any of its Subsidiaries) not to, directly or indirectly, initiate, solicit or encourage any inquiries or Subsidiaries is a party in accordance with the making of any proposal or offer with respect to a merger, reorganization (including an Alternate Plan), share exchange, consolidation or similar transaction involving (directly or indirectly), or any purchase (directly or though a proposed investment in Equity Securities, debt securities or claims of creditors) of 10% or more of the Transferred Assets Related to the Business or of the outstanding Equity Securities of Seller or any of its Affiliates directly or indirectly owning Assets Related to the Business (any such proposal or offer being hereinafter referred to as an “Acquisition Proposal” and any such transaction, an “Acquisition”); provided, however, that the foregoing terms thereof. Boston Private shall not restrict Seller from renewing the “exit financing” of the Debtors on substantially the same terms as in effect as of March 31, 2005. Seller further agrees that neither it nor any of its Subsidiaries nor any of their respective directors, officers or employees shallnot, and that it shall direct cause its Subsidiaries and its and its Subsidiaries’ agents their officers, directors, agents, advisors and representatives and use not to on its best efforts to cause its and its Subsidiaries’ agents and representatives (including behalf, enter into any investment bankerletter of intent, attorney or accountant retained by it or any memorandum of its Subsidiaries) not tounderstanding, directly or indirectlyagreement in principle, engage in any negotiations concerningacquisition agreement, merger agreement, or provide other agreement (other than a confidentiality agreement referred to and entered into in accordance with this Section 6.9(a)) relating to any confidential information or data to or have any discussions with any Person relating to, an Acquisition Proposal, or otherwise facilitate any effort or attempt to make or implement an Acquisition Proposal. Seller agrees that it will take the necessary steps to promptly inform the Persons referred to in the first sentence of this Section 5.10 of the obligations undertaken As used in this Section 5.10 and to cause them to cease immediately any current activities that are inconsistent with this Section 5.10. Notwithstanding the foregoingAgreement, nothing contained in this Agreement shall prevent Seller or its board of directors (the “Board”) from:

Acquisition Proposals. Except as otherwise provided in this Section 5.10, Seller (a) The Company agrees that neither it nor any of its Subsidiaries nor any of their respective directors, the officers and directors of it or employees its Subsidiaries shall, and that it shall direct its Subsidiaries and its and its Subsidiaries’ agents and representatives and use its best efforts to cause its and its Subsidiaries’ agents and representatives (including any investment banker, attorney or accountant retained by it or any of its Subsidiaries) ' Representatives not to, directly or indirectly, initiate, solicit solicit, encourage or encourage otherwise facilitate any inquiries or the making of any proposal or offer with respect to a merger, reorganization (including an Alternate Plan)reorganization, share exchange, consolidation or similar transaction involving (directly or indirectly)it, or any purchase (directly of, or though a proposed investment in Equity Securitiestender offer for, debt securities or claims of creditors) of 1015% or more of the Transferred Assets Related to the Business or equity securities of the outstanding Equity Securities of Seller it or any of its Affiliates directly Subsidiaries listed on Schedule 1 or indirectly owning Assets Related to 15% or more of its and its Subsidiaries' assets (based on the Business fair market value thereof) taken as a whole (any such proposal or offer being hereinafter referred to as an “"Acquisition Proposal” and any such transaction, an “Acquisition”"); provided, however, that the foregoing shall not restrict Seller from renewing the “exit financing” of the Debtors on substantially the same terms as in effect as of March 31, 2005. Seller The Company further agrees that neither it nor any of its Subsidiaries nor any of their respective directors, the officers and directors of it or employees its Subsidiaries shall, and that it shall direct its Subsidiaries and its and its Subsidiaries’ agents and representatives and use its best efforts to cause its and its Subsidiaries’ agents and representatives (including any investment banker, attorney or accountant retained by it or any of its Subsidiaries) Representatives not to, directly or indirectly, engage in have any negotiations concerning, discussions with or provide any confidential information or data to or have any discussions with any Person relating to, to an Acquisition Proposal or engage in anynegotiations concerning an Acquisition Proposal, or otherwise facilitate any effort or attempt to make or implement an Acquisition Proposal. Seller agrees ; provided, however, that it will take the necessary steps to promptly inform the Persons referred to in the first sentence of this Section 5.10 of the obligations undertaken in this Section 5.10 and to cause them to cease immediately any current activities that are inconsistent with this Section 5.10. Notwithstanding the foregoing, nothing contained in this Agreement shall prevent Seller the Company or its board of directors from (A) complying with Rule 14e-2 promulgated under the “Board”Exchange Act with regard to an Acquisition Proposal; (B) from:making any disclosure to the Company's shareholders if, in the good faith judgment of the board of directors of the Company, failure so to disclose would be inconsistent with its obligations under applicable law; (C) engaging in any discussions or negotiations with or providing any information to, any Person in response to a bona fide written Acquisition Proposal by any such Person received after the date hereof that was not solicited by the Company after the date hereof; or (D) recommending such an Acquisition Proposal to the shareholders of the Company if and only to the extent that, in such case referred to in clause (C) or (D), the board of directors of the Company concludes in good faith (after consultation with its financial advisor) that such Acquisition Proposal is reasonably capable of being completed, taking into account all legal, financial, regulatory and other aspects of the proposal and the Person making the proposal, and would, if consummated, result in a transaction more favorable to the Company's shareholders from a financial point of view than the transaction contemplated by this Agreement (any such more favorable Acquisition Proposal being referred to in this Agreement as a "Superior Proposal"). The Company agrees that it will immediately cease and cause to be terminated any existing activities, discussions or negotiations with any parties conducted heretofore with respect to any Acquisition Proposal. The Company also agrees that it will promptly request each Person that has heretofore executed a confidentiality agreement in connection with its consideration of any Acquisition Proposal to return all confidential information heretofore furnished to such Person by or on behalf of it or any of its Subsidiaries.

Acquisition Proposals. Except as otherwise provided in this Section 5.105.8, Seller agrees that neither it nor any of its Subsidiaries nor any of their respective directors, officers or employees shall, and that it shall direct its Subsidiaries and its and its Subsidiaries’ agents and representatives and use its best efforts to cause its and its Subsidiaries’ agents and representatives (including any investment banker, attorney or accountant retained by it or any of its Subsidiaries) not to, directly or indirectly, initiate, solicit or encourage any inquiries or the making of any proposal or offer with respect to a merger, reorganization (including an Alternate Plan), share exchange, consolidation or similar transaction involving (directly or indirectly), or any purchase (directly or though a proposed investment in Equity Securities, debt securities or claims of creditors) of 10% or more of the Transferred Assets Related to the Business or of the outstanding Equity Securities of Seller or any of its Affiliates directly or indirectly owning Assets Related to the Business (any such proposal or offer being hereinafter referred to as an “Acquisition Proposal” and any such transaction, an “Acquisition”); provided, however, that the foregoing shall not restrict Seller from renewing the “exit financing” of the Debtors on substantially the same terms as in effect as of March 31, 2005. Seller further agrees that neither it nor any of its Subsidiaries nor any of their respective directors, officers or employees shall, and that it shall direct its Subsidiaries and its and its Subsidiaries’ agents and representatives and use its best efforts to cause its and its Subsidiaries’ agents and representatives (including any investment banker, attorney or accountant retained by it or any of its Subsidiaries) not to, directly or indirectly, engage in any negotiations concerning, or provide any confidential information or data to or have any discussions with any Person relating to, an Acquisition Proposal, or otherwise facilitate any effort or attempt to make or implement an Acquisition Proposal. Seller agrees that it will take the necessary steps to promptly inform the Persons referred to in the first sentence of this Section 5.10 5.8 of the obligations undertaken in this Section 5.10 5.8 and to cause them to cease immediately any current activities that are inconsistent with this Section 5.105.8. Notwithstanding the foregoing, nothing contained in this Agreement shall prevent Seller or its board of directors (the “Board”) from:

Acquisition Proposals. Except The Company agrees that neither the Company nor any of its subsidiaries nor any of the respective officers and directors of the Company or its subsidiaries shall, and that it shall direct and use its best efforts to cause its employees, agents and representatives (including, without limitation, any investment banker, attorney or accountant retained by the Company or any of its subsidiaries) not to, initiate, solicit or encourage, directly or indirectly, any inquiries or the making of any proposal or offer (including, without limitation, any proposal or offer to shareholders of the Company) with respect to a merger, consolidation, share exchange or similar transaction involving, or any purchase of all or 15% or more of the assets or the equity securities of, the Company or any of its subsidiaries (any such proposal or offer being hereinafter referred to as otherwise provided in an "Acquisition Proposal") (it being understood that the initial press release relating to this Section 5.10Agreement and the transactions contemplated hereby shall not be deemed an initiation, Seller solicitation or encouragement of an Acquisition Proposal.) The Company further agrees that neither it nor any of its Subsidiaries subsidiaries nor any of their respective directorsthe officers and directors of it or its subsidiaries, officers or employees shall, and that it shall direct its Subsidiaries and its and its Subsidiaries’ agents and representatives and use its best efforts to cause its and its Subsidiaries’ employees, agents and representatives (including including, without limitation, any investment banker, attorney or accountant retained by it or any of its Subsidiaries) not to, directly or indirectly, initiate, solicit or encourage any inquiries or the making of any proposal or offer with respect to a merger, reorganization (including an Alternate Plan), share exchange, consolidation or similar transaction involving (directly or indirectly), or any purchase (directly or though a proposed investment in Equity Securities, debt securities or claims of creditors) of 10% or more of the Transferred Assets Related to the Business or of the outstanding Equity Securities of Seller or any of its Affiliates directly or indirectly owning Assets Related to the Business (any such proposal or offer being hereinafter referred to as an “Acquisition Proposal” and any such transaction, an “Acquisition”); provided, however, that the foregoing shall not restrict Seller from renewing the “exit financing” of the Debtors on substantially the same terms as in effect as of March 31, 2005. Seller further agrees that neither it nor any of its Subsidiaries nor any of their respective directors, officers or employees shall, and that it shall direct its Subsidiaries and its and its Subsidiaries’ agents and representatives and use its best efforts to cause its and its Subsidiaries’ agents and representatives (including any investment banker, attorney or accountant retained by it or any of its Subsidiariessubsidiaries) not to, directly or indirectly, engage in any negotiations concerning, or provide any confidential information or data to to, or have any discussions with with, any Person person relating to, to an Acquisition Proposal, or otherwise facilitate any effort or attempt to make or implement an Acquisition Proposal; provided, however, that nothing contained in this Agreement shall prevent the Company or its Board of Directors from (A) complying with Rules 14d-9 and 14e-2 promulgated under the Exchange Act with regard to an Acquisition Proposal; (B) providing information in response to a request therefor by a Person who has made an unsolicited bona fide written Acquisition Proposal if the Board of Directors obtains from the Person so requesting such information an executed confidentiality agreement containing material terms no more favorable to a third-party than those contained in the Confidentiality Agreement (as defined in Section 3.4); (C) engaging in any negotiations or discussions with any Person who has made an unsolicited bona fide written Acquisition Proposal; or (D) recommending such an Acquisition Proposal to the shareholders of the Company, if and only to the extent that, in each such case referred to in clause (B), (C) or (D) above, the Board of Directors of the Company determines (i) in good faith, after consultation with outside counsel, that such action is necessary in order for its directors to comply with their respective fiduciary duties under applicable law, (ii) in good faith, that such Acquisition Proposal, if accepted, is reasonably likely to be consummated, taking into account appropriate legal, financial and regulatory aspects of the proposal and the Person making the proposal and (iii) in good faith, after consultation with an investment banking firm of national standing, that such Acquisition Proposal is reasonably likely, if consummated, to result in a transaction more favorable to the Company's shareholders from a financial point of view than the transaction contemplated by this Agreement (any such more favorable Acquisition Proposal being referred to in this Agreement as a "Superior Proposal"). Seller agrees that it The Company will immediately cease and cause to be terminated any existing activities, discussions or negotiations with any parties conducted heretofore with respect to any of the foregoing. The Company will take the necessary steps to promptly inform the Persons individuals or entities referred to in the first sentence of this Section 5.10 hereof of the obligations undertaken in this Section 5.10 3.2. The Company will notify Purchaser immediately if any such inquiries or proposals are received by, any such information is requested from, or any such negotiations or discussions are sought to be initiated or continued with the Company or any of its representatives. The Company will further identify the offeror and furnish to cause them Purchaser a copy of any such inquiry or proposal, if it is in writing, or shall inform Purchaser of the material terms of any such inquiry or proposal, if it is oral, and shall promptly advise Purchaser of any material development relating to cease immediately any current activities that are inconsistent such inquiry or proposal. The Company also will promptly request each person which has heretofore executed a confidentiality agreement in connection with this Section 5.10. Notwithstanding its consideration of acquiring the foregoing, nothing contained in this Agreement shall prevent Seller Company to return all confidential information heretofore furnished to such person by or its board on behalf of directors (the “Board”) from:Company.

Acquisition Proposals. Except as otherwise provided in this Section 5.10, Seller (a) KSL agrees that neither it nor any of its Subsidiaries nor any of their respective directors, its officers or employees and directors nor those of its Subsidiaries shall, and that it shall direct its Subsidiaries and its and its Subsidiaries’ agents and representatives and use its best efforts to cause its and its Subsidiaries’ ' employees, agents and representatives (including any investment banker, attorney or accountant retained by it or any of its Subsidiaries) not to, directly or indirectly, (i) initiate, solicit solicit, encourage or encourage knowingly take any inquiries action that facilitates any inquiries, or the making of any proposal or offer offer, with respect to, or a transaction to effect, a merger, reorganization (including an Alternate Plan)reorganization, share exchange, consolidation consolidation, business combination, recapitalization, liquidation, dissolution or similar transaction involving (directly KSL or indirectly)any of its Subsidiaries, or any purchase (directly purchase, sale or though a proposed investment in Equity Securities, debt securities or claims of creditors) other transfer of 10% or more of the Transferred Assets Related to consolidated assets of KSL (including stock of its Subsidiaries) of it or its Subsidiaries, or any purchase or sale of, or tender or exchange offer for, or other transfer of, its equity securities that, if consummated, would result in any Person (or the Business shareholders of such Person) beneficially owning securities representing 10% or more of the outstanding Equity Securities total voting power of Seller KSL or the voting power of any of its Affiliates directly or indirectly owning Assets Related to the Business Subsidiaries (any such proposal, offer or transaction, other than (a) a proposal or offer made by VLI or an Affiliate thereof, or (b) a proposal, offer or transaction solely involving the equity securities of KPP to the extent KPP and KPP GP comply with their obligation relating thereto under the KPP Merger Agreement, being hereinafter referred to as an “Acquisition Proposal” "ACQUISITION PROPOSAL"), (ii) except as the board of directors of KSL determines in good faith, after consultation with outside counsel and taking into account any change in the terms of the KSL Merger or other proposal made reasonably promptly by VLI after being notified pursuant to Section 6.4(b), that doing so is necessary for such directors to comply with their fiduciary duties under applicable law (and in such case only after entering into a confidentiality agreement with such Person on terms no less favorable to KSL than the Confidentiality Agreement and conditioned upon contemporaneously providing to VLI a copy of any such transaction, an “Acquisition”); provided, however, that the foregoing shall not restrict Seller from renewing the “exit financing” of the Debtors on substantially the same terms as in effect as of March 31, 2005. Seller further agrees that neither it nor any of its Subsidiaries nor any of their respective directors, officers information or employees shall, and data that it shall direct its Subsidiaries and its and its Subsidiaries’ agents and representatives and use its best efforts is providing to cause its and its Subsidiaries’ agents and representatives (including any investment bankersuch Person pursuant to this Section 6.4 to the extent not previously provided or made available to VLI), attorney or accountant retained by it or have any of its Subsidiaries) not to, directly or indirectly, engage in any negotiations concerning, discussion with or provide any confidential information or data to or have any discussions with any Person relating to, to an Acquisition Proposal, or otherwise facilitate engage in any effort or attempt to make or implement negotiations concerning an Acquisition Proposal. Seller agrees that it will take the necessary steps , (iii) approve or recommend, or propose publicly to promptly inform the Persons referred approve or recommend, any Acquisition Proposal or (iv) approve or recommend, or propose to approve or recommend, or execute or enter into, any letter of intent, agreement in the first sentence of this Section 5.10 principle, merger agreement, acquisition agreement, option agreement or other similar agreement or propose publicly or agree to do any of the obligations undertaken in this Section 5.10 and foregoing related to cause them to cease immediately any current activities that are inconsistent with this Section 5.10. Notwithstanding the foregoing, nothing contained in this Agreement shall prevent Seller or its board of directors (the “Board”) from:Acquisition Proposal.

Acquisition Proposals. Except as otherwise provided in (a) Without limiting GBC’s other obligations under this Agreement (including under Article VI hereof), subject to Section 5.107.5(c) below, Seller GBC agrees that from and after the date of this Agreement until the earlier of the Effective Time or the termination of this Agreement in accordance with Article IX, neither it nor any of its Subsidiaries nor any of their respective directors, officers or employees shall, and that it shall direct its Subsidiaries and its and its Subsidiaries’ agents and representatives and use its reasonable best efforts to cause its and its Subsidiaries’ officers, directors, employees, agents and representatives (including any investment banker, attorney or accountant retained by it or any of its Subsidiaries) not to, directly or indirectly, (i) initiate, solicit solicit, encourage or encourage knowingly facilitate (including by way of furnishing information) any inquiries or the making of any proposal or offer with respect to, or a transaction to effect, any GBC Acquisition Proposal (as defined below), (ii) have any discussions with or provide any confidential information or data to any Person relating to a mergerGBC Acquisition Proposal, reorganization or engage in any negotiations concerning a GBC Acquisition Proposal, or knowingly facilitate any effort or attempt to make or implement a GBC Acquisition Proposal, (including an Alternate Plan)iii) approve, share exchangerecommend, consolidation agree to or accept, or propose publicly to approve, recommend, agree to or accept, any GBC Acquisition Proposal, (iv) approve, recommend, agree to or accept, or propose to approve, recommend, agree to or accept, or execute or enter into, any letter of intent, agreement in principle, merger agreement, acquisition agreement, option agreement or other similar agreement related to any GBC Acquisition Proposal or (v) waive, amend, modify or grant any release under any standstill or similar transaction involving agreement or confidentiality agreement (directly or indirectly), or any purchase (directly or though a proposed investment in Equity Securities, debt securities or claims of creditorsother than the Confidentiality Agreement) of 10% or more of the Transferred Assets Related to the Business or of the outstanding Equity Securities of Seller which it or any of its Affiliates directly or indirectly owning Assets Related to Subsidiaries is a party. Without limiting the Business (foregoing, it is agreed that any such proposal or offer being hereinafter referred to as an “Acquisition Proposal” and any such transaction, an “Acquisition”); provided, however, that the foregoing shall not restrict Seller from renewing the “exit financing” violation of the Debtors on substantially restrictions set forth in the same terms as in effect as of March 31, 2005. Seller further agrees that neither it nor preceding sentence by any of its GBC’s Subsidiaries nor or any of their respective directors, officers GBC’s or employees shall, and that it shall direct its Subsidiaries and its and its Subsidiaries’ officers, directors, employees, agents and representatives and use its best efforts to cause its and its Subsidiaries’ agents and or representatives (including any investment banker, attorney or accountant retained by it GBC or any of its Subsidiaries) not to, directly or indirectly, engage in any negotiations concerning, or provide any confidential information or data to or have any discussions with any Person relating to, an Acquisition Proposal, or otherwise facilitate any effort or attempt to make or implement an Acquisition Proposal. Seller agrees that it will take the necessary steps to promptly inform the Persons referred to in the first sentence shall be a breach of this Section 5.10 of the obligations undertaken in this Section 5.10 and to cause them to cease immediately any current activities that are inconsistent with this Section 5.10. Notwithstanding the foregoing, nothing contained in this Agreement shall prevent Seller or its board of directors (the “Board”7.5(a) from:by GBC.

Acquisition Proposals. Except as otherwise provided in this Section 5.10, Seller Haven agrees that neither it nor any of its Subsidiaries Subsidiaries, nor any of their the respective directorsofficers and directors of Haven or any of its Subsidiaries, officers or employees shall, and that it Haven shall direct its Subsidiaries and its and its Subsidiaries’ agents and representatives and use its best efforts to cause its and its Subsidiaries’ employees, agents and representatives (including including, without limitation, any investment banker, attorney or accountant retained by it or any of its Subsidiaries) not to, initiate, solicit or encourage, directly or indirectly, initiate, solicit or encourage any inquiries or the making of any proposal or offer (including, without limitation, any proposal or offer to Haven's stockholders) with respect to a merger, reorganization (including an Alternate Plan), share exchange, consolidation or similar transaction involving (directly or indirectly)involving, or any purchase (directly of all or though a proposed investment in Equity Securities, debt securities or claims of creditors) of 10% or more any significant portion of the Transferred Assets Related to the Business assets or of the outstanding Equity Securities of Seller any equity securities of, Haven or any of its Affiliates directly or indirectly owning Assets Related to the Business material Subsidiaries (any such proposal or offer being hereinafter referred to as an “"Acquisition Proposal” and any such transaction, an “Acquisition”); provided, however, that the foregoing shall not restrict Seller from renewing the “exit financing” of the Debtors on substantially the same terms as in effect as of March 31, 2005. Seller further agrees that neither it nor any of its Subsidiaries nor any of their respective directors, officers ") or employees shall, and that it shall direct its Subsidiaries and its and its Subsidiaries’ agents and representatives and use its best efforts to cause its and its Subsidiaries’ agents and representatives (including any investment banker, attorney or accountant retained by it or any of its Subsidiariesb) not to, directly or indirectly, engage in any negotiations concerning, or provide any confidential information or data to to, or have any discussions with with, any Person person relating to, to an Acquisition Proposal, or otherwise facilitate any effort or attempt to make or implement an Acquisition Proposal. Seller agrees ; provided, however, that it will take the necessary steps to promptly inform the Persons referred to in the first sentence of this Section 5.10 of the obligations undertaken in this Section 5.10 and to cause them to cease immediately any current activities that are inconsistent with this Section 5.10. Notwithstanding the foregoing, nothing contained in this Agreement shall prevent Seller Haven or its board Board of directors Directors from (i) complying with Rule 14e-2 promulgated under the Exchange Act with regard to an Acquisition Proposal or (ii) (A) providing information in response to a request therefor by a person who has made an unsolicited bona fide written Acquisition Proposal (an "Unsolicited Acquisition Proposal") if the Board of Directors receives from the person so requesting such information executed confidentiality agreement on terms substantially equivalent to those contained in such confidentiality agreements between Queens and Haven, dated as of April 12, 2000 (the “Board”"Confidentiality Agreement"); or (B) from:engaging in any negotiations or discussions with any person who has made an Unsolicited Acquisition Proposal, if and only to the extent that, in each such case referred to in clause (A) or (B) above, (x) the Board of Directors of Haven, after consultation with outside legal counsel, in good xxxxx xxxxx such action to be legally necessary for the proper discharge of its fiduciary duties under applicable law and (y) the Board of Directors of Haven, after consultation with its financial advisor, determines in good faith that such Acquisition Proposal, if accepted, is reasonably likely to be consummated, taking into account all legal, financial and regulatory aspects of the proposal and the person making the proposal and would, if consummated, result in a more favorable transaction than the transaction contemplated by this Agreement, taking into account the long-term prospects and interests of Haven and its stockholders. Haven will notify Queens immediately orally (within one business day) and in writing (within three business days) if any such Acquisition Proposals are received by, any such information is requested from or any such negotiations or discussions are sought to be initiated or continued with Haven after the date hereof, the identity of the person making such inquiry, proposal or offer and the substance thereof and will keep Queens informed of any developments with respect thereto immediately upon the occurrence

Acquisition Proposals. Except as otherwise provided in this Section 5.10, Seller (a) The Company agrees that neither it the Company, its Subsidiaries, nor any of the respective officers and directors of the Company or its Subsidiaries nor any of their respective directorsSubsidiaries, officers or employees shall, shall and that it the Company shall direct its Subsidiaries and its and its Subsidiaries’ agents and representatives and use its best efforts to cause its and its Subsidiaries’ employees, agents and representatives (including including, without limitation, any investment banker, attorney or accountant retained by it the Company or any of its Subsidiaries) not to, directly take or indirectly, initiate, solicit or encourage any inquiries or the making of any proposal or offer with respect to a merger, reorganization (including an Alternate Plan), share exchange, consolidation or similar transaction involving (directly or indirectly), or any purchase (directly or though a proposed investment in Equity Securities, debt securities or claims of creditors) of 10% or more of the Transferred Assets Related to the Business or of the outstanding Equity Securities of Seller or any of its Affiliates directly or indirectly owning Assets Related to the Business (any such proposal or offer being hereinafter referred to as an “Acquisition Proposal” and any such transaction, an “Acquisition”); provided, however, that the foregoing shall not restrict Seller from renewing the “exit financing” of the Debtors on substantially the same terms as in effect as of March 31, 2005. Seller further agrees that neither it nor any of its Subsidiaries nor any of their respective directors, officers or employees shall, and that it shall direct its Subsidiaries and its and its Subsidiaries’ agents and representatives and use its best efforts to cause its and its Subsidiaries’ agents and representatives (including any investment banker, attorney or accountant retained by it or any of its Subsidiaries) not tocause, directly or indirectly, engage any of the following actions with any party other than Parent, Merger Sub or their respective designees: (a) directly or indirectly solicit, encourage, initiate, participate in or otherwise facilitate (including by way of furnishing information) any negotiations concerningnegotiations, inquiries or provide any confidential information or data to or have any discussions with respect to any Person relating tooffer, indication or proposal to acquire all or more than 15% of the Company's businesses, assets or capital shares whether by merger, consolidation, other business combination, purchase of assets, reorganization, tender or exchange offer or otherwise (each of the foregoing, an "Acquisition Proposal") or (b) disclose, in connection with an Acquisition Proposal, any information or otherwise facilitate provide access to its properties, books or records. The Company will immediately cease and cause to be terminated any effort existing activities, discussions or attempt negotiations with any parties conducted heretofore with respect to make or implement an Acquisition Proposalany of the foregoing. Seller agrees that it The Company will take the necessary steps to promptly inform the Persons individuals or entities referred to in the first sentence of this Section 5.10 5.4 hereof of the obligations undertaken in this Section 5.10 and 5.4. The Company also will promptly request any Person which may have heretofore executed a confidentiality agreement in connection with its consideration of acquiring the Company and/or any of its Subsidiaries to cause them return or destroy all confidential information heretofore furnished to cease immediately any current activities such person by or on behalf of the Company. If the Company receives an Acquisition Proposal, or the Company learns that are inconsistent with this Section 5.10. Notwithstanding someone intends to solicit tenders of Company Common Stock or otherwise proposes to acquire the foregoing, nothing contained in this Agreement shall prevent Seller Company or a significant portion of its equity securities or its board and its Subsidiaries' assets if the Company's shareholders do not approve the Merger, the Company will promptly notify Parent of directors (that fact and provide Parent promptly, from time to time, with all information and documents in the “Board”) from:possession of the Company and its legal or financial advisors regarding the Acquisition Proposal, solicitation of tenders or other proposed transaction.

Acquisition Proposals. Except (a) SimplyBank will, and will cause each of its Subsidiaries to, and its and their respective officers, directors, and representatives (including Xxxxx Xxxxxxx Companies) to, immediately cease and cause to be terminated any existing solicitations, discussions, or negotiations with any Person concerning an Acquisition Proposal (as otherwise provided defined in Section 5.06(e)). During the period from the date of this Section 5.10Agreement through the Effective Time, Seller agrees that neither it nor SimplyBank shall not terminate, amend, modify, or waive any material provision of any confidentiality or similar agreement to which SimplyBank or any of its Subsidiaries nor is a party (other than any involving FFC). (b) Except as permitted in this Section 5.06, SimplyBank shall not, and shall cause its Subsidiaries and any of their respective directors, officers or employees shall, and that it shall direct its Subsidiaries and its and its Subsidiaries’ agents and representatives and use its best efforts to cause its and its Subsidiaries’ agents and representatives (including any investment banker, attorney or accountant retained by it or any of its SubsidiariesXxxxx Xxxxxxx Companies) not to, directly or indirectly(i) solicit, initiate, solicit or knowingly encourage or facilitate, or take any other action designed to, or that could reasonably be expected to, facilitate (including by way of furnishing non-public information) any inquiries or the making of any proposal or offer with respect to a merger, reorganization (including an Alternate Plan), share exchange, consolidation or similar transaction involving (directly or indirectly)Acquisition Proposal, or (ii) engage or participate in discussions with any purchase (directly or though a proposed investment Person regarding an Acquisition Proposal, except in Equity Securities, debt securities or claims of creditors) of 10% or more each case as to notify such Person of the Transferred Assets Related to the Business or existence of the outstanding Equity Securities provisions of Seller or any of its Affiliates directly or indirectly owning Assets Related to the Business (any such proposal or offer being hereinafter referred to as an “Acquisition Proposal” and any such transaction, an “Acquisition”)this Section 5.06; provided, however, that, at any time prior to obtaining the approval of the Interim Merger by SimplyBank’s shareholders, if SimplyBank receives a bona fide Superior Proposal that the Board of Directors of SimplyBank (“SimplyBank Board”) determines in good faith (after receiving the advice of its outside counsel, and with respect to financial matters, its financial advisors) that failure to take the foregoing shall not restrict Seller from renewing actions would be reasonably likely to result in a violation of its fiduciary duties under applicable Law, SimplyBank may furnish, or cause to be furnished, non-public information with respect to SimplyBank and its Subsidiaries to the “exit financing” Person who made such Superior Proposal and may participate in discussions and negotiations regarding such proposal if prior to taking such action, SimplyBank has used its commercially reasonable efforts to enter into a confidentiality agreement with respect to such Superior Proposal on terms no less favorable to SimplyBank than the confidentiality agreement between SimplyBank and FFC and that contains a standstill agreement on customary terms. Without limiting the foregoing, it is agreed that any violation of the Debtors on substantially the same terms as in effect as of March 31, 2005. Seller further agrees that neither it nor any of its Subsidiaries nor any of their respective directors, officers or employees shall, and that it shall direct its Subsidiaries and its and its Subsidiaries’ agents and representatives and use its best efforts to cause its and its Subsidiaries’ agents and representatives (including any investment banker, attorney or accountant retained by it or any of its Subsidiaries) not to, directly or indirectly, engage in any negotiations concerning, or provide any confidential information or data to or have any discussions with any Person relating to, an Acquisition Proposal, or otherwise facilitate any effort or attempt to make or implement an Acquisition Proposal. Seller agrees that it will take the necessary steps to promptly inform the Persons referred to restrictions contained in the first sentence of this Section 5.10 5.06(b) by any representative (including Xxxxx Xxxxxxx Companies) of the obligations undertaken in SimplyBank or its Subsidiaries shall be a breach of this Section 5.10 and 5.06 by SimplyBank. (c) Neither the SimplyBank Board nor any committee thereof shall (or shall agree or resolve to) (i) fail to cause them make, withdraw, or modify in a manner adverse to cease immediately FFC or propose to withdraw or modify in a manner adverse to FFC (or take any current activities that are action inconsistent with this Section 5.10. Notwithstanding with) the foregoing, nothing contained in recommendation by such SimplyBank Board or any such committee of this Agreement shall prevent Seller or its board of directors (the “Board”) from:the

Acquisition Proposals. Except as otherwise provided in this Section 5.10Allied will not, Seller agrees that neither it nor and will not permit --------------------- or cause any of its Subsidiaries nor or any of their respective directors, the officers or employees shalldirectors of it or its Subsidiaries to, and that it shall direct its Subsidiaries and its and its Subsidiaries’ agents and representatives and use its best efforts to cause its and its Subsidiaries’ ' employees, agents and representatives (including any investment banker, attorney or accountant retained by it or any of its Subsidiaries) not to, directly or indirectly, initiate, solicit solicit, encourage or encourage otherwise facilitate any inquiries or the making of any proposal or offer with respect to a merger, reorganization (including an Alternate Plan)reorganization, share exchange, consolidation or similar transaction involving involving, or any purchase of 20 percent or more of the assets or any equity securities of, Allied or any Allied Subsidiaries (directly or indirectlyother than as set forth in Section 6.10 of the Allied Disclosure Letter), or any purchase (directly or though a proposed investment in Equity Securities, debt securities or claims of creditors) of 10% or more of the Transferred Assets Related to the Business or of the outstanding Equity Securities of Seller or any of its Affiliates directly or indirectly owning Assets Related to the Business other business combination (any such proposal or offer being hereinafter referred to as an “"Acquisition Proposal” "). Allied will not, and any such transaction, an “Acquisition”); provided, however, that the foregoing shall will not restrict Seller from renewing the “exit financing” of the Debtors on substantially the same terms as in effect as of March 31, 2005. Seller further agrees that neither it nor permit or cause any of its Subsidiaries nor or any of their respective directors, the officers and directors of it or employees shall, its Subsidiaries to and that it shall direct its Subsidiaries and its and its Subsidiaries’ agents and representatives and use its best efforts to cause its and its Subsidiaries’ ' employees, agents and representatives (including any investment banker, attorney or accountant retained by it or any of its Subsidiaries) not to, directly or indirectly, engage in any negotiations concerning, or provide any confidential information or data to to, or have any discussions with with, any Person relating to, to an Acquisition Proposal, whether made before or after the date of this Agreement, or otherwise facilitate any effort or attempt to make or implement an Acquisition Proposal; provided, however, that nothing contained in -------- ------- this Agreement shall prevent Allied or its Board of Directors from (i) complying with Rule 14e-2 promulgated under the Exchange Act with regard to an Acquisition Proposal or (ii) at any time prior to the payment for Common Shares pursuant to the Offer (A) providing information in response to a request therefor by a Person who has made an unsolicited bona fide written Acquisition Proposal if the Board of Directors receives from the Person so requesting such information an executed confidentiality agreement on customary terms; (B) engaging in any negotiations or discussions with any Person who has made an unsolicited bona fide written Acquisition Proposal; or (C) recommending such an Acquisition Proposal to the shareholders of Allied, if and only to the extent that, (i) in each such case referred to in clause (A), (B) or (C) above, the Board of Directors of Allied determines in good faith after consultation with outside legal counsel that such action is reasonably likely to be necessary in order for its directors to comply with their respective fiduciary duties under applicable law and (ii) in the case referred to in clause (C) above, the Board of Directors of Allied determines in good faith (after consultation with its financial advisor) that such Acquisition Proposal, if accepted, is reasonably likely to be consummated, taking into account all legal, financial and regulatory aspects of the proposal and the Person making the proposal and would, if consummated, result in a more favorable transaction than the transaction contemplated by this Agreement, taking into account the long-term prospects and interests of Allied and its shareholders. Seller Allied will immediately cease and cause to be terminated any existing activities, discussions or negotiations with any parties conducted heretofore with respect to any of the foregoing. Allied agrees that it will take the necessary steps to promptly inform the Persons individuals or entities referred to in the first sentence of this Section 5.10 hereof of the obligations undertaken in this Section 5.10 6.10. Allied will notify Nationwide immediately if any such inquiries, proposals or offers are received by, any such information is requested from, or any such discussions or negotiations are sought to be initiated or continued with, any of its representatives indicating, in connection with such notice, the name of such Person and to cause them to cease immediately the material terms and conditions of any proposals or offers and thereafter shall keep Nationwide informed, on a reasonably current activities that are inconsistent with this Section 5.10. Notwithstanding basis, on the foregoing, nothing contained in this Agreement shall prevent Seller status and terms of any such proposals or its board offers and the status of directors (the “Board”) from:any such negotiations or discussions.

Acquisition Proposals. Except as otherwise provided in this Section 5.10, Seller ProCentury agrees that neither it nor any of its Subsidiaries nor any of their respective directors, officers or employees shallshall not, and that it shall direct its Subsidiaries and its and its Subsidiaries’ agents and representatives and use its best efforts to cause its directors and its Subsidiaries’ agents and representatives (including any investment banker, attorney or accountant retained by it or any of its Subsidiaries) officers not to, directly or indirectly, initiate, solicit solicit, knowingly encourage or encourage otherwise knowingly facilitate any inquiries or the making of any proposal or offer with respect to a merger, reorganization (including an Alternate Plan)reorganization, share exchange, consolidation or similar transaction involving (directly or indirectly)ProCentury, or any purchase (directly of all or though a proposed investment in Equity Securities, debt securities or claims substantially all of creditors) the assets of 10% ProCentury or more of the Transferred Assets Related to the Business or than 20% of the outstanding Equity Securities equity securities of Seller or any of its Affiliates directly or indirectly owning Assets Related to the Business ProCentury (any such proposal or offer being hereinafter referred to as an “Acquisition Proposal” and any such transaction, an “Acquisition”); provided, however, that the foregoing shall not restrict Seller from renewing the “exit financing” of the Debtors on substantially the same terms as in effect as of March 31, 2005. Seller ProCentury further agrees that neither it nor any of its Subsidiaries nor any of their respective directors, officers or employees shallshall not, and that it shall direct its Subsidiaries and its and its Subsidiaries’ agents and representatives and use its best efforts to cause its directors and its Subsidiaries’ agents and representatives (including any investment banker, attorney or accountant retained by it or any of its Subsidiaries) officers not to, directly or indirectly, engage in any negotiations concerning, or provide any confidential information or data to to, or have any discussions with with, any Person relating to, to an Acquisition Proposal, or otherwise knowingly facilitate any effort or attempt to make or implement an Acquisition Proposal. Seller agrees ; provided, however, that it will take the necessary steps to promptly inform the Persons referred to in the first sentence of this Section 5.10 of the obligations undertaken in this Section 5.10 and to cause them to cease immediately any current activities that are inconsistent with this Section 5.10. Notwithstanding the foregoing, nothing contained in this Agreement shall prevent Seller ProCentury or its the board of directors of ProCentury from (A) complying with its disclosure obligations under federal or state Law; (B) providing information in response to a request therefor by a Person who has made an unsolicited bona fide written Acquisition Proposal if the board of directors of ProCentury receives from the Person so requesting such information an executed confidentiality agreement; (C) engaging in any negotiations or discussions with any Person who has made an unsolicited bona fide written Acquisition Proposal or (D) recommending such an Acquisition Proposal to the shareholders of ProCentury, if and only to the extent that, in each such case referred to in clause (B), (C) or (D) above, (i) the ProCentury board of directors determines in good faith (after consultation with its outside legal counsel) that failure to take such action would reasonably be expected to result in a violation of its fiduciary duties under applicable law and (ii) the ProCentury board of directors determines in good faith (after receipt of advice of its financial advisor) that such Acquisition Proposal, if accepted, is reasonably likely to be consummated, taking into account all legal, financial and regulatory aspects of the proposal and the Person making the proposal and could reasonably be expected, if consummated, to result in a transaction more favorable to ProCentury’s shareholders from a financial point of view than the Merger. An Acquisition Proposal which is received and considered by the ProCentury in compliance with this Section 7.7 and which meets the requirements set forth in clause (D) of the preceding sentence is herein referred to as a “Board”) Superior Proposal.” ProCentury agrees that it will immediately cease and cause to be terminated any existing activities, discussions or negotiations with any Persons conducted heretofore with respect to any Acquisition Proposals. ProCentury agrees that it will notify Meadowbrook and Merger Sub if any such inquiries, proposals or offers are received by, any such information is requested from:, or any such discussions or negotiations are sought to be initiated or continued with, ProCentury or any of its representatives.

Acquisition Proposals. Except as otherwise provided in this Section 5.10, Seller The Company agrees that neither it nor any of its Subsidiaries nor any of their respective directors, the officers and directors of it or employees its Subsidiaries shall, and that it shall direct its Subsidiaries and its and its Subsidiaries’ agents and representatives and use its reasonable best efforts to cause its and its Subsidiaries’ employees, agents and representatives (including any investment banker, attorney or accountant retained by it or any of its Subsidiaries) not to, directly or indirectly, initiate, solicit solicit, encourage or encourage otherwise knowingly facilitate any inquiries or the making by any third party of any proposal or offer with respect to a purchase, merger, reorganization (including an Alternate Plan)reorganization, share exchange, consolidation or similar transaction involving any material portion of the consolidated assets of the Company or fifteen (directly or indirectly), or any purchase (directly or though a proposed investment in Equity Securities, debt securities or claims of creditors15%) of 10% or more of the Transferred Assets Related to the Business or any equity securities of the outstanding Equity Securities of Seller or any of its Affiliates directly or indirectly owning Assets Related to the Business Company (any such proposal or offer being hereinafter referred to as an “Acquisition Proposal” and any such transaction, an “Acquisition”"); provided, however, that the foregoing shall not restrict Seller from renewing the “exit financing” of the Debtors on substantially the same terms as in effect as of March 31, 2005. Seller The Company further agrees that neither it nor any of its Subsidiaries nor any of their respective directors, the officers and directors of it or employees its Subsidiaries shall, and that it shall direct its Subsidiaries and its and its Subsidiaries’ agents and representatives and use its reasonable best efforts to cause its and its Subsidiaries’ employees, agents and representatives (including any investment banker, attorney or accountant retained by it or any of its Subsidiaries) not to, directly or indirectly, engage in any negotiations concerning, or provide any confidential information or data to to, or have any discussions with with, any Person relating to, to an Acquisition Proposal, or otherwise knowingly facilitate any effort or attempt to make or implement an Acquisition Proposal; provided, however, that nothing contained in this Agreement shall prevent the Company or its Board of Directors from (A) complying with Rule 14e-2 promulgated under the Exchange Act with regard to an Acquisition Proposal; (B) at any time prior, but not after, the Stockholders Meeting (as defined in Section 6.4) is convened, providing information in response to a request therefor by a Person who has made an unsolicited bona fide written Acquisition Proposal if the Board of Directors receives from the Person so requesting such information an executed confidentiality agreement on terms substantially similar to those contained in the Confidentiality Agreement (as defined in Section 9.7); (C) engaging in any negotiations or discussions with any Person who has made an unsolicited bona fide written Acquisition Proposal; or (D) recommending such an Acquisition Proposal to the stockholders of the Company, if and only to the extent that, (i) in each such case referred to in clause (B), (C) or (D) above, the Board of Directors of the Company determines in good faith after consultation with outside legal counsel that failure to do so would be inconsistent with their respective fiduciary duties under applicable law and (ii) in the case referred to in clause (C) or (D) above, the Board of Directors of the Company determines in good faith (after consultation with its financial advisor) that such Acquisition Proposal, if accepted, is reasonably likely to be consummated, taking into account all legal, financial and regulatory aspects of the proposal and the Person making the proposal and could, in the case of (C), and would, in the case of (D), if consummated, result in a transaction more favorable to the Company’s stockholders from a financial point of view than the transaction contemplated by this Agreement (any such more favorable Acquisition Proposal being referred to in this Agreement as a “Superior Proposal”). Seller The Company agrees that it will immediately cease and cause to be terminated any existing activities, discussions or negotiations with any parties conducted heretofore with respect to any Acquisition Proposal. The Company agrees that it will take the necessary steps to promptly inform the Persons individuals or entities referred to in the first sentence of this Section 5.10 hereof of the obligations undertaken in this Section 5.10 6.2 and in the Confidentiality Agreement (as defined in Section 9.7). The Company agrees that it will notify Parent promptly if any such inquiries, proposals or offers are received by, any such information is requested from, or any such discussions or negotiations are sought to cause them be initiated or continued with, any of its representatives indicating, in connection with such notice, the name of such Person and the material terms and conditions of any proposals or offers and thereafter shall keep Parent informed, on a current basis, on the status and terms of any such proposals or offers and the status of any such discussions or negotiations. The Company also agrees that it will promptly request each Person that has heretofore executed a confidentiality agreement in connection with its consideration of acquiring it or any of its Subsidiaries to cease immediately return or destroy all confidential information heretofore furnished to such Person by or on behalf of it or any current activities that are inconsistent with this Section 5.10. Notwithstanding the foregoing, nothing contained in this Agreement shall prevent Seller or of its board of directors (the “Board”) from:Subsidiaries.

Acquisition Proposals. Except as otherwise provided in From the date hereof until the earlier of the termination of this Section 5.10Agreement or the consummation of the Merger, Seller agrees that neither it nor any of its Subsidiaries nor any of Greixxx xxx the Greixxx Xxxsidiaries will not, and will cause their respective officers, directors, officers or employees shallemployees, and that it shall direct its Subsidiaries and its and its Subsidiaries’ agents and representatives and use its best efforts to cause its and its Subsidiaries’ agents and representatives (including any investment banker, attorney or accountant retained by it or any of its Subsidiaries) not to, directly or indirectly, initiateencourage, solicit solicit, accept, initiate or encourage conduct discussions or negotiations with, provide any inquiries information to, or enter into any agreement with, any corporation, partnership, limited liability company, person or other entity or group concerning the making acquisition of all or a substantial part of the assets, business or capital stock of Greixxx, xxether through purchase, merger, consolidation, exchange or any other business combination (each of the foregoing, an "Acquisition Proposal"). Notwithstanding anything to the contrary in the preceding sentence, nothing herein shall prevent Greixxx xxx its officers and directors, from responding to and considering unsolicited firm offers for any such transaction from persons other than URS if and to the extent that, in the written opinion of Greixxx'x xxxside counsel, failure to do so would be reasonably likely to constitute a violation of applicable law or a breach of the fiduciary duties of Greixxx'x xxxectors to Greixxx'x xxxckholders. Greixxx xxxll immediately provide written notice to URS of the terms and other details of any such unsolicited inquiry or proposal or offer with respect relating to a merger, reorganization (including an Alternate Plan), share exchange, consolidation or similar transaction involving (directly or indirectly), or any purchase (directly or though a proposed investment in Equity Securities, debt securities or claims of creditors) of 10% or more of Acquisition Proposal. In the Transferred Assets Related to the Business or of the outstanding Equity Securities of Seller or event that Greixxx xx any of its Affiliates directly officers or indirectly owning Assets Related directors enters into any such negotiations or discussions for any reason which thereby constitute a breach of this Section 6.2.3, Greixxx xxxll immediately reimburse URS for all expenses and costs incurred by URS in connection with the transactions contemplated by this Agreement. In the event that Greixxx xx any of its officers or directors shall enter into any letter of intent, understanding or other agreement with a party other than URS relating to the Business acquisition of all or a substantial part of the assets, business or capital stock of Greixxx, xxether through purchase, merger, consolidation, exchange or any other business combination, either in violation of the no-shop agreement set forth in this Section or within nine (9) months after termination of this Agreement for any reason, then immediately upon entering into such proposal letter of intent, understanding or offer being hereinafter referred other agreement, Greixxx xxxll pay to as an “Acquisition Proposal” and any such transaction, an “Acquisition”URS a termination fee in the amount of $5.0 million (the "Termination Fee"); provided, however, that the foregoing such Termination Fee shall not restrict Seller from renewing be payable if, prior to the “exit financing” entry by Greixxx xxxo such letter of intent, understanding or other agreement, URS has unilaterally declined to close the Debtors on substantially Merger. The parties acknowledge and agree that the same terms as in effect as of March 31, 2005. Seller further agrees that neither it nor any of its Subsidiaries nor any of their respective directors, officers or employees shall, expense reimbursement obligation and that it shall direct its Subsidiaries and its and its Subsidiaries’ agents and representatives and use its best efforts to cause its and its Subsidiaries’ agents and representatives (including any investment banker, attorney or accountant retained by it or any of its Subsidiaries) not to, directly or indirectly, engage in any negotiations concerning, or provide any confidential information or data to or have any discussions with any Person relating to, an Acquisition Proposal, or otherwise facilitate any effort or attempt to make or implement an Acquisition Proposal. Seller agrees that it will take the necessary steps to promptly inform the Persons referred to in the first sentence of this Section 5.10 of the obligations undertaken Termination Fee described in this Section 5.10 and shall not be the exclusive remedy to cause them to cease immediately URS in the event of a breach by Greixxx xx this Agreement, and, in any current activities that are inconsistent with this Section 5.10. Notwithstanding the foregoingsuch event, nothing contained in this Agreement shall prevent Seller or its board of directors (the “Board”) from:URS

Acquisition Proposals. Except as otherwise provided in this Section 5.10None of Greate Bay, Seller agrees that neither it or the Company shall, nor any of its Subsidiaries nor shall they authorize or permit any of their respective directors, officers Affiliates or employees shall, and that it shall direct its Subsidiaries and its and its Subsidiaries’ agents and representatives and use its best efforts to cause its and its Subsidiaries’ agents and representatives (including any investment banker, attorney or accountant retained by it or any of its Subsidiaries) not indirect subsidiaries to, nor shall any such Affiliate or subsidiary authorize or permit any officer, director, stockholder, agent or representative of thereof to directly or indirectlyindirectly solicit, initiate, solicit initiate or encourage seek from any inquiries or third person (a "THIRD PERSON") the making submission of any Acquisition Proposal. For purposes of this Agreement, "ACQUISITION PROPOSAL" means any proposal or offer with respect to a merger, reorganization (including an Alternate Plan)consolidation, share exchange, consolidation exchange or similar transaction involving (directly or indirectly)the Company, or any purchase (directly of all or though a proposed investment in Equity Securities, debt securities or claims of creditors) of 10% or more any significant portion of the Transferred Assets Related to the Business or assets of the outstanding Equity Securities of Seller Company, or any of its Affiliates directly equity or indirectly owning Assets Related to the Business (any such proposal other ownership interest in or offer being hereinafter referred to as an “Acquisition Proposal” and any such transaction, an “Acquisition”); provided, however, that the foregoing shall not restrict Seller from renewing the “exit financing” control of the Debtors on substantially Company, other than the same terms as in effect as of March 31, 2005. Seller further agrees that neither it nor any of its Subsidiaries nor any of their respective directors, officers or employees shall, and that it shall direct its Subsidiaries and its and its Subsidiaries’ agents and representatives and use its best efforts to cause its and its Subsidiaries’ agents and representatives (including any investment banker, attorney or accountant retained by it or any of its Subsidiaries) not to, directly or indirectly, engage in any negotiations concerning, or provide any confidential information or data to or have any discussions transactions contemplated hereby with any Person relating to, an Acquisition Proposal, or otherwise facilitate any effort or attempt to make or implement an Acquisition Proposal. Seller agrees that it will take the necessary steps to promptly inform the Persons referred to in the first sentence of this Section 5.10 of the obligations undertaken in this Section 5.10 and to cause them to cease immediately any current activities that are inconsistent with this Section 5.10Buyer. Notwithstanding the foregoing, nothing contained in this Agreement or elsewhere shall prevent Seller Greate Bay or its board Seller, or any of their respective direct or indirect subsidiaries, (consistent with the fiduciary duties of the Debtors to obtain the highest and best offer for the Shares), from (a) cooperating with or responding to unsolicited inquiries from, or negotiating with, any Third Person who expresses, or has expressed, prior to the date hereof, interest in an Acquisition Proposal, including granting to such Third Person access to the books, records and documents pertaining to the Debtors and the assets which are the subject of this Agreement; (b) responding to unsolicited inquiries submitted by Third Persons, subject, however, to the provisions of this Section 6.4; (c) providing notice of the transactions contemplated hereby to all creditors and parties in interest and any and all Third Persons who have heretofore expressed an interest in an Acquisition Proposal; (d) cooperating, negotiating or entering into an agreement with any Third Person that expresses or has expressed an interest in an Acquisition Proposal on terms more favorable to the Debtors, as determined by the boards of directors of the Debtors, than those contained in this Agreement or (e) complying in all respects with an order of the “Board”) from:Bankruptcy Court.

Acquisition Proposals. Except as otherwise provided in this Section 5.10, Seller (a) The Company agrees that neither (i) it nor any of and its Subsidiaries nor any of their respective directorsofficers and directors shall not, (ii) its subsidiaries and its subsidiaries' officers or employees shalland directors shall not, and that (iii) it shall direct its Subsidiaries and use reasonable best efforts to ensure that its and its Subsidiaries’ agents and representatives and use its best efforts to cause its and its Subsidiaries’ agents and subsidiaries' investment bankers, financial advisors, attorneys, accountants, employees, consultants or other agents, advisors or representatives (including any investment bankercollectively, attorney or accountant retained by it or any of its Subsidiaries"Representatives") not toshall not, (A) directly or indirectly, initiate, solicit or knowingly encourage or facilitate any inquiries or the making making, submission or reaffirmation of any proposal or offer with respect to a tender offer or exchange offer, merger, reorganization (including an Alternate Plan)reorganization, share exchange, consolidation or similar transaction other business combination involving (directly the Company and its subsidiaries or indirectly)any proposal or offer to acquire in any manner an equity interest representing a 20% or greater economic or voting interest in the Company, or any purchase (directly or though a proposed investment in Equity Securitiesthe assets, debt securities or claims ownership interests of creditors) or in the Company or any of 10its subsidiaries representing 20% or more of the Transferred Assets Related to the Business or consolidated assets of the outstanding Equity Securities of Seller or any of Company and its Affiliates directly or indirectly owning Assets Related to subsidiaries, in each case other than the Business transactions contemplated by this Agreement (any such proposal or offer being hereinafter referred to as an “"Acquisition Proposal” and any such transaction"), an “Acquisition”); provided, however, that the foregoing shall not restrict Seller from renewing the “exit financing” of the Debtors on substantially the same terms as in effect as of March 31, 2005. Seller further agrees that neither it nor any of its Subsidiaries nor any of their respective directors, officers or employees shall, and that it shall direct its Subsidiaries and its and its Subsidiaries’ agents and representatives and use its best efforts to cause its and its Subsidiaries’ agents and representatives (including any investment banker, attorney or accountant retained by it or any of its SubsidiariesB) not to, directly or indirectly, engage in any negotiations or discussions concerning, or provide access to its properties, books and records or any confidential information or data to or have any discussions with any Person relating to, an Acquisition Proposal, or otherwise facilitate any effort or attempt person relating to make or implement an Acquisition Proposal. Seller agrees that it will take Subject to Section 6.5(b), neither the necessary steps Company nor its Board of Directors or any committee thereof shall recommend to promptly inform the Persons referred its stockholders any Acquisition Proposal or approve or enter any agreement with respect to in the first sentence of this Section 5.10 of the obligations undertaken in this Section 5.10 and to cause them to cease immediately any current activities that are inconsistent with this Section 5.10an Acquisition Proposal. Notwithstanding the foregoing, nothing contained in this Agreement shall prevent Seller the Company or its board Board of directors Directors from (i) taking and disclosing to its stockholders a position contemplated by Rule 14d-9 and Rule 14e-2(a) promulgated under the “Board”Exchange Act (or any similar communication to stockholders in connection with the making or amendment of a tender offer or exchange offer) from:or from making any legally required disclosure to stockholders with regard to an Acquisition Proposal (provided that neither the Company nor its Board of Directors may recommend any Acquisition Proposal unless permitted by Section 6.5(b) below and the Company may not fail to make or withdraw, modify or change in a manner adverse to Parent all or any portion of the Company Board Recommendation unless permitted by Section 6.1(b), and provided further that, notwithstanding anything herein to the contrary, any "stop-look-and-listen" communication by the Company or its Board of Directors to the stockholders of the Company pursuant to Rule 14d-9(f) promulgated under the Exchange Act (or any similar communication to the stockholders of the Company in connection with the making or amendment of a tender offer or exchange offer containing the substance of a "stop-look-and-listen" communication pursuant to such Rule 14d-9(f)) shall not be considered a failure to make, or a withdrawal, modification or change in any manner adverse to Parent of, all or a portion of the Company Board of Recommendation) or (ii) prior to the adoption of this Agreement by the Company's stockholders in accordance with this Agreement, (A) providing access to its properties, books and records and providing information or data in response to a request therefor by a person who has made an unsolicited bona fide written Acquisition Proposal if the Board of Directors receives from the party so requesting such information an executed confidentiality agreement on terms substantially similar to those contained in the Company Confidentiality Agreement (except for such changes specifically necessary in order for the Company to be able to comply with its obligations under this Agreement and it being understood that the Company may enter into a confidentiality agreement without a standstill provision or with a standstill provision less favorable to the Company if it waives or similarly modifies the standstill provision in the Company Confidentiality Agreement), or (B) engaging in any negotiations or discussions with any person who has made an unsolicited bona fide written Acquisition Proposal, if and only to the extent that prior to taking any of the actions set forth in clauses (A) or (B) of clause (ii), (x) the Board of Directors of the Company shall have determined in good faith, after consultation with its outside legal counsel and financial advisors, that such action is necessary in order for the Board of Directors to comply with its fiduciary duties under applicable law and that such Acquisition Proposal will result in, or could reasonably be expected to constitute or result in, a Superior Proposal from the party that made the applicable Acquisition Proposal, and (y) the Company shall have informed Parent promptly following (and in no event later than 24 hours after) the taking by it of any such action. A "

Acquisition Proposals. Except as otherwise provided in this Section 5.10, Seller Haven agrees that neither it nor any of its Subsidiaries Subsidiaries, nor any of their the respective directorsofficers and directors of Haven or any of its Subsidiaries, officers or employees shall, and that it Haven shall direct its Subsidiaries and its and its Subsidiaries’ agents and representatives and use its best efforts to cause its and its Subsidiaries’ employees, agents and representatives (including including, without limitation, any investment banker, attorney or accountant retained by it or any of its Subsidiaries) not to, initiate, solicit or encourage, directly or indirectly, initiate, solicit or encourage any inquiries or the making of any proposal or offer (including, without limitation, any proposal or offer to Haven's stockholders) with respect to a merger, reorganization (including an Alternate Plan), share exchange, consolidation or similar transaction involving (directly or indirectly)involving, or any purchase (directly of all or though a proposed investment in Equity Securities, debt securities or claims of creditors) of 10% or more any significant portion of the Transferred Assets Related to the Business assets or of the outstanding Equity Securities of Seller any equity securities of, Haven or any of its Affiliates directly or indirectly owning Assets Related to the Business material Subsidiaries (any such proposal or offer being hereinafter referred to as an “"Acquisition Proposal” and any such transaction, an “Acquisition”); provided, however, that the foregoing shall not restrict Seller from renewing the “exit financing” of the Debtors on substantially the same terms as in effect as of March 31, 2005. Seller further agrees that neither it nor any of its Subsidiaries nor any of their respective directors, officers ") or employees shall, and that it shall direct its Subsidiaries and its and its Subsidiaries’ agents and representatives and use its best efforts to cause its and its Subsidiaries’ agents and representatives (including any investment banker, attorney or accountant retained by it or any of its Subsidiariesb) not to, directly or indirectly, engage in any negotiations concerning, or provide any confidential information or data to to, or have any discussions with with, any Person person relating to, to an Acquisition Proposal, or otherwise facilitate any effort or attempt to make or implement an Acquisition Proposal; provided, however, that nothing contained in this Agreement shall prevent Haven or its Board of Directors from (i) complying with Rule 14e-2 promulgated under the Exchange Act with regard to an Acquisition Proposal or (ii) (A) providing information in response to a request therefor by a person who has made an unsolicited bona fide written Acquisition Proposal (an "Unsolicited Acquisition Proposal") if the Board of Directors receives from the person so requesting such information executed confidentiality agreement on terms substantially equivalent to those contained in such confidentiality agreements between Queens and Haven, dated as of April 12, 2000 (the "Confidentiality Agreement"); or (B) engaging in any negotiations or discussions with any person who has made an Unsolicited Acquisition Proposal, if and only to the extent that, in each such case referred to in clause (A) or (B) above, (x) the Board of Directors of Haven, after consultation with outside legal counsel, in good faith deems such action to be legally necessary for the proper dixxxxxxx xx its fiduciary duties under applicable law and (y) the Board of Directors of Haven, after consultation with its financial advisor, determines in good faith that such Acquisition Proposal, if accepted, is reasonably likely to be consummated, taking into account all legal, financial and regulatory aspects of the proposal and the person making the proposal and would, if consummated, result in a more favorable transaction than the transaction contemplated by this Agreement, taking into account the long-term prospects and interests of Haven and its stockholders. Seller agrees that it Haven will notify Queens immediately orally (within one business day) and in writing (within three business days) if any such Acquisition Proposals are received by, any such information is requested from or any such negotiations or discussions are sought to be initiated or continued with Haven after the date hereof, the identity of the person making such inquiry, proposal or offer and the substance thereof and will keep Queens informed of any developments with respect thereto immediately upon the occurrence thereof. Subject to the foregoing, Haven will immediately cease and cause to be terminated any existing activities, discussions or negotiations with any parties conducted heretofore with respect to any of the foregoing. Haven will take the necessary steps to promptly inform the Persons appropriate individuals or entities referred to in the first sentence of this Section 5.10 hereof of the obligations undertaken in this Section 5.10 and 4.1. Haven will promptly request each person (other than Queens) that has executed a confidentiality agreement prior to cause them the date hereof in connection with its consideration of a business combination with Haven or any of its Subsidiaries to cease immediately return or destroy all confidential information previously furnished to such person by or on behalf of Haven or any current activities that are inconsistent with this Section 5.10. Notwithstanding the foregoing, nothing contained in this Agreement shall prevent Seller or of its board of directors (the “Board”) from:Subsidiaries.

Acquisition Proposals. Except as otherwise provided in this Section 5.10, Seller The Company agrees that neither it nor any of its Subsidiaries nor any of their respective directors, officers or employees shall, and that it shall direct its Subsidiaries and its and its Subsidiaries’ agents and representatives and use its reasonable best efforts to cause its and its Subsidiaries’ each such Subsidiary's directors, officers, employees, agents and representatives (including any investment banker, attorney or accountant retained by it or any of its Subsidiaries) not to, directly or indirectly, initiate, solicit solicit, encourage or encourage otherwise facilitate any inquiries or the making of any proposal or offer with respect to a merger, reorganization (including an Alternate Plan)reorganization, share exchange, consolidation or similar transaction involving (directly or indirectly)involving, or any purchase (directly of all or though a proposed investment in Equity Securities, debt securities substantially all of the assets of the Company or claims of creditors) of more than 10% or more of the Transferred Assets Related to the Business or of the outstanding Equity Securities of Seller equity securities of, the Company or any of its Affiliates directly or indirectly owning Assets Related to the Business Subsidiaries (any such proposal or offer being hereinafter referred to as an “"Acquisition Proposal” and any such transaction, an “Acquisition”); provided, however, ," provided that the foregoing term "Acquisition Proposal" shall not restrict Seller from renewing the “exit financing” include any proposal or offer to purchase shares of common stock of the Debtors on substantially the same terms as in effect Company Bank Subsidiary pursuant to a Shareholders Agreement, dated as of March 31April 16, 20051998, among the Company Bank, the Company Bank Subsidiary and Xxxxxxx X. Xxxxxx). Seller The Company further agrees that neither it the Company nor any of its Subsidiaries nor any of their respective directors, officers or employees shall, and that it shall direct its Subsidiaries and its and its Subsidiaries’ agents and representatives and use its reasonable best efforts to cause its and its Subsidiaries’ each such Subsidiary's directors, officers, employees, agents and representatives (including any investment banker, attorney or accountant retained by it or any of its Subsidiaries) not to, directly or indirectly, engage in any negotiations concerning, or provide any confidential information or data to to, or have any discussions with with, any Person relating to, to an Acquisition Proposal, or otherwise facilitate any effort or attempt to make or implement an Acquisition Proposal. Seller agrees ; provided, however, that it will take the necessary steps to promptly inform the Persons referred to in the first sentence of this Section 5.10 of the obligations undertaken in this Section 5.10 and to cause them to cease immediately any current activities that are inconsistent with this Section 5.10. Notwithstanding the foregoing, nothing contained in this Agreement shall prevent Seller the Company or the Company Board from (A) complying with its board disclosure obligations under federal or state law; (B) providing information in response to a request therefor by a Person who has made an unsolicited bona fide written Acquisition Proposal if the Company Board receives from the Person so requesting such information an executed confidentiality agreement; (C) engaging in any negotiations or discussions with any Person who has made an unsolicited bona fide written Acquisition Proposal or (D) recommending such an Acquisition Proposal to the shareholders of directors the Company, if and only to the extent that, in each such case referred to in clause (B), (C) or (D) above, the “Board”Company Board determines in good faith (after consultation with outside legal counsel) that failure to take such action would reasonably be expected to constitute a breach of such directors' fiduciary duties under applicable law and the Company Board determines in good faith (after consultation with its financial advisor) that such Acquisition Proposal, if accepted, is reasonably likely to be consummated, taking into account all legal, financial and regulatory aspects of the proposal and the Person making the proposal and would, if consummated, result in a transaction more favorable to the Company's shareholders from a financial point of view than the Merger. The Company agrees that it will immediately cease and cause to be terminated any existing activities, discussions or negotiations with any parties conducted heretofore with respect to any Acquisition Proposals. The Company agrees that it will notify Parent immediately if any such inquiries, proposals or offers are received by, any such information is requested from:, or any such discussions or negotiations are sought to be initiated or continued with, any of the representatives of the Company as soon as the Company becomes aware of the same.

Acquisition Proposals. Except as otherwise provided in this Section 5.10, Seller The Company agrees that neither it nor any of its Subsidiaries nor any of their respective officers, directors, officers or employees and Affiliates shall, and that it shall direct its Subsidiaries and its and its Subsidiaries’ agents and representatives and use its reasonable best efforts to cause its and its Subsidiaries’ agents and representatives (including any investment bankerfinancial advisor, attorney or accountant retained by it or any of acting on its Subsidiariesbehalf) not to, directly or indirectly, initiate, solicit solicit, encourage or encourage otherwise facilitate any inquiries or the making of any proposal or offer with respect to a merger, reorganization (including an Alternate Plan), share exchange, consolidation or similar transaction involving (directly or indirectly), or any purchase (directly or though a proposed investment in Equity Securities, debt securities or claims of creditors) of 10% or more of the Transferred Assets Related to the Business or of the outstanding Equity Securities of Seller or any of its Affiliates directly or indirectly owning Assets Related to the Business (any such proposal or offer being hereinafter referred to as an “Acquisition Proposal” and any such transaction, an “Acquisition”); provided, however, that the foregoing shall not restrict Seller from renewing the “exit financing” of the Debtors on substantially the same terms as in effect as of March 31, 2005. Seller The Company further agrees that neither it nor any of its Subsidiaries nor any of their respective officers, directors, officers or employees and Affiliates shall, and that it shall direct its Subsidiaries and its and its Subsidiaries’ agents and representatives and use its reasonable best efforts to cause its and its Subsidiaries’ agents and representatives (including any investment bankerfinancial advisor, attorney or accountant retained by it or any of acting on its Subsidiariesbehalf) not to, directly or indirectly, engage in any negotiations concerning, or provide any confidential information or data to to, or have any discussions with with, any Person relating to, to an Acquisition Proposal, or otherwise facilitate any effort or attempt to make or implement an Acquisition Proposal. Seller agrees ; provided, however, that it will take the necessary steps to promptly inform the Persons referred to in the first sentence of this Section 5.10 of the obligations undertaken in this Section 5.10 and to cause them to cease immediately any current activities that are inconsistent with this Section 5.10. Notwithstanding the foregoing, nothing contained in this Agreement shall prevent Seller the Company or its board of directors the Company Board from (A) complying with Rule 14d-9 and Rule 14d-2 under the “Board”Exchange Act with respect to an Acquisition Proposal; provided, that such rules will in no way eliminate or modify the effect that any action pursuant to such rules would otherwise have under this Agreement; (B) from:at any time prior, but not after, the Company Shareholder Approval is obtained, providing information in response to a request therefor by a Person who has made an unsolicited bona fide written Acquisition Proposal if the Company receives from the Person so requesting such information an executed confidentiality agreement on terms not less restrictive in the aggregate to the other party than those contained in the Confidentiality Agreement; or (C) engaging in any negotiations or discussions with any Person who has made an unsolicited bona fide written Acquisition Proposal if and only to the extent that, in each such case referred to in clause (B) or (C) above, the Company Board determines in good faith (after consultation with outside legal counsel) that the failure to take such action would reasonably be expected to violate the directors’ fiduciary duties under applicable Law. The Company agrees that it will immediately cease and cause to be

Acquisition Proposals. Except as otherwise provided in this Section 5.10hereinafter provided, Seller agrees that neither it the Company nor any of its Subsidiaries nor any of their respective directors, officers or employees shall, and that it shall direct its Subsidiaries and its and its Subsidiaries’ agents and representatives and use its best efforts to cause its and its Subsidiaries’ agents and representatives (including any investment banker, attorney or accountant retained by it or any of its Subsidiaries) not to, directly or indirectly, initiatethrough any officer, solicit director, agent or otherwise, solicit, initiate or knowingly encourage any inquiries or the making submission of any proposal or offer with respect from any Person (as hereinafter defined) relating to any acquisition or purchase of all or (other than in the ordinary course of business) a merger, reorganization (including an Alternate Plan), share exchange, consolidation or similar transaction involving (directly or indirectly)substantial portion of the assets of, or any purchase (directly or though a proposed investment in Equity Securitiessubstantial equity interest in, debt securities or claims of creditors) of 10% or more of the Transferred Assets Related to the Business or of the outstanding Equity Securities of Seller Company or any of its Affiliates directly Subsidiaries or indirectly owning Assets Related to any recapitalization, business combination or similar transaction with the Business Company or any of its Subsidiaries (any such proposal or offer being hereinafter referred to as an “"Acquisition Proposal” and ") or participate in any such transactionnegotiations regarding, or furnish to any other Person any non-public information with respect to, or take any other action to knowingly facilitate the making of an “Acquisition”); provided, however, that Acquisition Proposal. Notwithstanding the foregoing shall not restrict Seller from renewing provisions of this Section 5.2, (a) the “exit financing” of Company may engage in discussions or negotiations with a third party who seeks to initiate such discussions or negotiations and may furnish such third party information concerning the Debtors on substantially the same terms as in effect as of March 31, 2005. Seller further agrees that neither it nor any of its Subsidiaries nor any of their respective directors, officers or employees shall, and that it shall direct its Subsidiaries and its Company and its Subsidiaries’ agents and representatives and use its best efforts , in each case only in response to cause its and its Subsidiaries’ agents and representatives (including any investment bankera request for such information or access which was not solicited, attorney initiated or accountant retained knowingly encouraged by it the Company or any of its Subsidiariesaffiliates, (b) not to, directly the Board or indirectly, engage in any negotiations concerning, or provide any confidential information or data the Special Committee may take and disclose to or have any discussions with any Person relating to, the Company's shareholders a position contemplated by Rule l4e-2 promulgated under the Exchange Act and (c) following receipt of an Acquisition ProposalProposal from a third party, the Board or otherwise facilitate any effort the Special Committee may withdraw or attempt modify its recommendation referred to make or implement an Acquisition Proposal. Seller agrees that it will take the necessary steps to promptly inform the Persons in Section 1.10, but in each case referred to in the first sentence of this Section 5.10 of foregoing clauses (a) through (c) only to the obligations undertaken extent that the Board or the Special Committee shall conclude in this Section 5.10 and good faith after consultation with legal counsel that the failure to cause them to cease immediately any current activities that are inconsistent with this Section 5.10. Notwithstanding the foregoing, nothing contained in this Agreement shall prevent Seller or its board of directors (the “Board”) from:take such action could reasonably be

Acquisition Proposals. Except as otherwise provided in this Section 5.10(a) UroCor shall not, Seller agrees that neither nor shall it nor permit any of its Subsidiaries to, nor shall it authorize or permit any of their respective its directors, officers or employees shall, and that it shall direct its Subsidiaries and its and its Subsidiaries’ agents and representatives and use its best efforts to cause its and its Subsidiaries’ agents and representatives (including or any investment banker, attorney financial advisor, attorney, accountant or accountant other representative retained by it or any of its Subsidiaries) not Subsidiaries to, directly or indirectlyindirectly through another Person, initiate(i) solicit, solicit initiate or encourage (including by way of furnishing information), or take any other action to facilitate, any inquiries or the making of any proposal or offer other than the Merger that constitutes, or may reasonably be expected to lead to, any 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 a merger, reorganization (including an Alternate Plan), share exchange, consolidation or similar transaction involving (directly or indirectly)to, or accept or implement any purchase (directly or though a proposed investment in Equity Securities, debt securities or claims of creditors) of 10% or more of the Transferred Assets Related to the Business or of the outstanding Equity Securities of Seller or any of its Affiliates directly or indirectly owning Assets Related to the Business (any such proposal or offer being hereinafter referred to as an “Acquisition Proposal” and any such transaction, an “Acquisition”); provided, however, that if, prior to the foregoing time at which the Required UroCor Vote shall not restrict Seller from renewing the “exit financing” have been obtained, a majority of the Debtors on substantially members of the same terms as Board of Directors of UroCor determines in effect as good faith (after consultation with outside counsel) that failure to do so would result in a breach of March 31the fiduciary duties of such Board to UroCor's stockholders under applicable law, 2005. Seller further agrees that neither it nor any of its Subsidiaries nor any of their respective directorsUroCor may, officers or employees shall, and that it shall direct its Subsidiaries and its and its Subsidiaries’ agents and representatives and use its best efforts in response to cause its and its Subsidiaries’ agents and representatives (including any investment banker, attorney or accountant retained by it or any of its Subsidiaries) not to, directly or indirectly, engage in any negotiations concerning, or provide any confidential information or data to or have any discussions with any Person relating to, an Acquisition Proposal, or otherwise facilitate any effort or attempt to make or implement an Acquisition Proposal. Seller agrees that it will take the necessary steps to promptly inform the Persons referred to in the first sentence Proposal (as defined below) which did not result from a breach of this Section 5.10 5.5, and which the Board of the obligations undertaken Directors of UroCor determines is reasonably likely to result in this a Superior Proposal, and subject to providing prior written notice of its decision to take such action to Dianon and compliance with Section 5.10 5.5, furnish information with respect to UroCor and its Subsidiaries to cause them any Person making such Acquisition Proposal pursuant to cease immediately any current activities a customary confidentiality agreement (provided that if such confidentiality agreement contains provisions that are inconsistent with this Section 5.10. Notwithstanding less restrictive than the foregoingcomparable provision in, nothing or omits restrictive provisions, contained in this the Confidentiality Agreement, then the Confidentiality Agreement shall prevent Seller be deemed amended to contain only such less restrictive provisions or its board of directors (the “Board”to omit such restrictive provisions as applicable) from:and participate in discussions or negotiations regarding such Acquisition Proposal.