Common use of Acquisition Proposals Clause in Contracts

Acquisition Proposals. SCB agrees that neither it nor any of its Subsidiaries nor any of the officers and directors of it or its Subsidiaries shall, and that it shall 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, encourage or facilitate (including by way of furnishing information) any inquiries or the making of any proposal or offer with respect to a merger, reorganization, share exchange, consolidation, amalgamation, business combination, recapitalization, liquidation, dissolution, joint venture, partnership, alliance or similar transaction involving it, or any purchase or sale of the consolidated assets (including without limitation stock of Subsidiaries) of SCB and its Subsidiaries, taken as a whole, having an aggregate value equal to 25% or more of the market capitalization of SCB, or any purchase or sale of, or tender or exchange offer for, 25% or more of the equity securities of SCB (being hereinafter referred to as an "Acquisition Proposal"). SCB further agrees that neither it nor any of its Subsidiaries nor any of the officers and directors of it or its Subsidiaries shall, and that it shall 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, have any discussion with or provide any information or data to any Person relating to an Acquisition Proposal, or 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. Notwithstanding anything in this Agreement to the contrary, SCB and SCB's board of directors shall be permitted to the extent applicable, comply with Rule 14d-9 and Rule 14e-2 promulgated under the Exchange Act with regard to an Acquisition Proposal, with applicable case law, and with applicable fiduciary responsibilities. SCB shall notify CIBER promptly of any and all inquiries, proposals or offers received by, any such information requested from, or any discussions or negotiations sought to be initiated with, any of its representatives with regard to an Acquisition Proposal, indicating the name of the parties involved and the material terms and conditions of any inquiries, proposals or offers. Nothing in this Agreement shall prohibit the SCB Board from engaging in the activities described above with respect to any person who has submitted on an unsolicited basis to SCB (i) an Acquisition Proposal believed by the SCB Board in good faith to be bona fide or (ii) an expression of interest believed by the SCB Board in good faith to be bona fide indicating such person's desire to pursue the possibility of making an Acquisition Proposal on terms believed by the SCB Board to be financially superior to the Merger (a "Superior Proposal") and, in either such case:

Acquisition Proposals. SCB agrees that neither it nor any of its Subsidiaries nor any of Except as contemplated hereby, the officers Company shall not (and directors of it or its Subsidiaries shall, and that it shall use its reasonable best efforts to cause its officers, directors and its Subsidiaries' employees, agents employees and representatives (including any investment banker, attorney attorney, accountant, or accountant other agent retained by it or any of its Subsidiaries) not to) initiate, solicit or encourage, directly or indirectly, initiateor knowingly take any action to facilitate, solicit, encourage or facilitate (including by way of furnishing information) any inquiries or the making of of, or engage in any negotiations or discussions concerning, any proposal or offer with respect to a acquire all or any significant part of the business and properties or capital stock of the Company, whether by merger, reorganizationpurchase of assets, share exchange, consolidation, amalgamation, business combination, recapitalization, liquidation, dissolution, joint venture, partnership, alliance tender offer or similar transaction involving it, or any purchase or sale of the consolidated assets otherwise (including without limitation stock of Subsidiaries) of SCB and its Subsidiaries, taken as a whole, having an aggregate value equal to 25% or more of the market capitalization of SCB, or any purchase or sale of, or tender or exchange offer for, 25% or more of the equity securities of SCB (being hereinafter referred to as an "Acquisition Proposal"), or provide any non-public information concerning the Company to any third party in connection with an Acquisition Proposal. SCB further agrees that neither it nor The Company shall immediately cease and cause to be terminated any of its Subsidiaries nor existing activities, discussions or negotiations with any parties conducted heretofore with respect to any of the officers foregoing. In the event the Company receives an Acquisition Proposal, it shall, subject to any confidentiality obligations imposed upon the Company in connection with such Acquisition Proposal, promptly (and directors of it in any event within 24 hours) inform Parent as to the receipt thereof. Notwithstanding the foregoing, nothing shall prohibit the Company from (a) furnishing information to, participating in discussions and negotiations directly or through its representatives or entering into an agreement relating to an Acquisition Proposal with, any third party (including parties with whom the Company or its Subsidiaries shallrepresentatives have had discussions on any basis on or prior to the date hereof) who makes an unsolicited proposal or offer to the Company or makes an unsolicited request for non-public information about the Company (pursuant to appropriate confidentiality agreements), which proposal, offer or request did not result from a breach of the first sentence of this Section 5.7, if the Company Board determines in good faith, after receiving advice from its financial advisors and independent legal counsel at a meeting of the Company Board, that such action is required for the Company Board to comply with its fiduciary duties under applicable law, (b) taking and disclosing to its stockholders any position, and that it shall use its reasonable best efforts to cause its making related filings with the SEC, as required by Rules l4e-2 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, have any discussion 14d-9 under the Exchange Act with or provide any information or data respect to any Person tender offer or (c) taking any action and making any disclosure which the Company Board determines, after receiving advice from its financial advisors and independent legal counsel at a meeting of the Company Board, is required to be taken or made under applicable law (including, without limitation, laws relating to the fiduciary duties of directors), provided that at least 48 hours prior to the entry into or announcement of an intention to enter into a definitive agreement with respect to an Acquisition Proposal, or engage in any negotiations concerning an Acquisition Proposal, or knowingly facilitate any effort or attempt the Company shall have provided written notice to make or implement Parent advising Parent of its intention to enter into a definitive agreement with respect to an Acquisition Proposal or accept an Acquisition Proposal. Notwithstanding anything in this Agreement to the contrary, SCB and SCB's board of directors shall be permitted to the extent applicable, comply with Rule 14d-9 and Rule 14e-2 promulgated under the Exchange Act with regard to an Acquisition Proposal, with applicable case law, and with applicable fiduciary responsibilities. SCB shall notify CIBER promptly of any and all inquiries, proposals or offers received by, any such information requested from, or any discussions or negotiations sought to be initiated with, any of its representatives with regard to an Acquisition Proposal, indicating the name of the parties involved and specifying the material terms and conditions of any inquiries, proposals or offers. Nothing in this Agreement shall prohibit the SCB Board from engaging in the activities described above with respect to any person who has submitted on an unsolicited basis to SCB (i) an such Acquisition Proposal believed by the SCB Board in good faith to be bona fide or (ii) an expression of interest believed by the SCB Board in good faith to be bona fide indicating such person's desire to pursue the possibility of making an Acquisition Proposal on terms believed by the SCB Board to be financially superior to the Merger (a "Superior Proposal") and, in either such case:.

Acquisition Proposals. SCB agrees that neither it nor any of its From the date hereof until the termination hereof, Parent, the Parent Subsidiaries, the Company and the Company Subsidiaries nor any of the officers and directors of it or its Subsidiaries shallwill not, and that it shall use its reasonable best efforts to will cause its and its Subsidiaries' employeestheir respective officers, directors, employees or other agents and representatives (including any including, without limitation, investment bankerbankers, attorney attorneys or accountant retained by it or any of its Subsidiariesaccountants) not to, directly or indirectly, (i) take any action to solicit, initiate, solicitencourage, encourage enter into any agreement or otherwise facilitate (including by way of furnishing information) any inquiries offer or the making of any proposal or offer with respect to a merger, reorganization, share exchange, consolidation, amalgamation, business combination, recapitalization, liquidation, dissolution, joint venture, partnership, alliance or similar transaction involving itfor, or any purchase indication of interest in, a merger or sale other business combination involving Parent or Company or the acquisition of any equity interest in, or a substantial portion of the consolidated assets of Parent or Company, other than the transactions contemplated by the Transaction Documents (including without limitation stock of Subsidiaries) of SCB and its Subsidiaries, taken as a whole, having an aggregate value equal to 25% or more of the market capitalization of SCB, or any purchase or sale of, or tender or exchange offer for, 25% or more of the equity securities of SCB (being hereinafter referred to as an "Acquisition Proposal"). SCB further agrees that neither it nor , (ii) give any of its Subsidiaries nor any approval of the officers and directors type referred to in Section 4.20 or 5.20 with respect to any Acquisition Proposal, (iii) waive any provision of it any standstill or its Subsidiaries shallsimilar agreements entered into by Parent, and that it shall use its reasonable best efforts the Parent Subsidiaries, Company or the Company Subsidiaries, or (iv) engage in or continue discussions or negotiations with, or disclose any nonpublic information relating to cause its and its Parent, the Parent Subsidiaries' employees, agents and representatives (including any investment bankerCompany or the Company Subsidiaries, attorney respectively, or accountant retained by it afford access to their respective properties, books or any of its Subsidiaries) not records to, directly any person that may be considering making, or indirectlyhas made, have any discussion with or provide any information or data to any Person relating to an Acquisition Proposal, or engage in any negotiations concerning an Acquisition Proposal, or knowingly otherwise facilitate any effort or attempt to make or implement an Acquisition Proposal or accept an Acquisition Proposal. Notwithstanding anything the foregoing, nothing contained in this Section 7.2 shall prohibit Parent or Company and their respective Boards of Directors from (i) taking and disclosing a position with respect to a tender offer by a third party pursuant to Rules 14d-9 and 14e-2(a) promulgated by the SEC under the Exchange Act, or (ii) furnishing information to, or entering into negotiations with, any person or entity that makes an unsolicited bona fide proposal to acquire Parent or Company pursuant to a merger, consolidation, share exchange, purchase of a substantial portion of the assets, business combination or other similar transaction, if, and only to the extent that, (A) such Board of Directors determines in good faith upon advice of counsel that such action is required for the Board of Directors to comply with its fiduciary duties to stockholders imposed by Law, (B) prior to furnishing such information to, or entering into discussions or negotiations with, such person or entity, Parent or Company provides written notice to the other party to this Agreement to the contrary, SCB and SCB's board of directors shall be permitted to the extent applicable, comply with Rule 14d-9 and Rule 14e-2 promulgated under the Exchange Act with regard to an Acquisition Proposal, with applicable case law, and with applicable fiduciary responsibilities. SCB shall notify CIBER promptly of any and all inquiries, proposals or offers received by, any such effect that it is furnishing information requested fromto, or any entering into discussions or negotiations sought to be initiated with, any of its representatives with regard to an Acquisition Proposalsuch person or entity, indicating and Parent or Company keeps the name other informed of the parties involved status and the material principal financial terms and conditions of any inquiries, proposals such negotiations or offers. Nothing in this Agreement shall prohibit the SCB Board from engaging in the activities described above with respect to any person who has submitted on an unsolicited basis to SCB (i) an Acquisition Proposal believed by the SCB Board in good faith to be bona fide or (ii) an expression of interest believed by the SCB Board in good faith to be bona fide indicating such person's desire to pursue the possibility of making an Acquisition Proposal on terms believed by the SCB Board to be financially superior to the Merger (a "Superior Proposal") and, in either such case:discussions.

Acquisition Proposals. SCB The Stockholder agrees that neither it nor will promptly (and in any of its Subsidiaries nor any event, within 48 hours) notify, or cause another stockholder of the officers Company or a Person acting on behalf of all of the Stockholder to notify, Parent and directors of it Acquisition Sub immediately following the Stockholder’s learning that any inquiries, proposals or its Subsidiaries shalloffers with respect to an Acquisition Proposal are received by, and that it shall use its reasonable best efforts any information is requested from, or any such discussions or negotiation are sought to cause its and its Subsidiaries' employeesbe initiated or continued with, agents and representatives (including any investment banker, attorney or accountant retained by it or any of its Subsidiaries) not toRepresentatives indicating, directly or indirectlyin connection with such notice, initiate, solicit, encourage or facilitate (including by way of furnishing information) any inquiries or the making of any proposal or offer with respect to a merger, reorganization, share exchange, consolidation, amalgamation, business combination, recapitalization, liquidation, dissolution, joint venture, partnership, alliance or similar transaction involving it, or any purchase or sale of the consolidated assets (including without limitation stock of Subsidiaries) of SCB and its Subsidiaries, taken as a whole, having an aggregate value equal to 25% or more of the market capitalization of SCB, or any purchase or sale of, or tender or exchange offer for, 25% or more of the equity securities of SCB (being hereinafter referred to as an "Acquisition Proposal"). SCB further agrees that neither it nor any of its Subsidiaries nor any of the officers and directors of it or its Subsidiaries shall, and that it shall 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, have any discussion with or provide any information or data to any Person relating to an Acquisition Proposal, or 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. Notwithstanding anything in this Agreement to the contrary, SCB and SCB's board of directors shall be permitted to the extent applicable, comply with Rule 14d-9 and Rule 14e-2 promulgated under the Exchange Act with regard to an Acquisition Proposal, with applicable case law, and with applicable fiduciary responsibilities. SCB shall notify CIBER promptly of any and all inquiries, proposals or offers received by, any such information requested from, or any discussions or negotiations sought to be initiated with, any of its representatives with regard to an Acquisition Proposal, indicating the name of the parties involved such Person and the material terms and conditions of any inquiriesproposals or offers (including copies of any written requests, proposals or offers, including proposed agreements), and thereafter shall keep Parent and Acquisition Sub informed, on a current basis, of the status and terms of such proposals or offers (including any amendments thereto and, in no event later than 48 hours after receipt, copies of any additional or revised written requests, proposals or offers, including proposed agreements) and the status of any such discussions or negotiations. Nothing The Stockholder agrees that it will not enter into any agreement with any Person subsequent to the date hereof that prohibits it from providing any information to Parent or Acquisition Sub in accordance with this Agreement Section 4(a). Without limiting the generality of the foregoing or Section 4(b), the Stockholder shall prohibit the SCB Board from engaging notify Parent and Acquisition Sub in the activities described above with respect advance of beginning to provide information to any person who has submitted on an unsolicited basis Person relating to SCB (i) an Acquisition Proposal believed or beginning discussions or negotiations with any person regarding an Acquisition Proposal. Any violations of the restrictions set forth above by any Representative of the Stockholder shall be deemed to be a breach of this Section 4(a) by the SCB Board in good faith to be bona fide or (ii) an expression of interest believed by the SCB Board in good faith to be bona fide indicating such person's desire to pursue the possibility of making an Acquisition Proposal on terms believed by the SCB Board to be financially superior to the Merger (a "Superior Proposal") and, in either such case:Stockholder.

Acquisition Proposals. SCB agrees that neither it nor any (a) Notwithstanding anything to the contrary set forth in this Agreement, from the date of this Agreement and continuing until 11:59 p.m. New York City time on the date which is forty-five (45) Business Days after the date of this Agreement (the “Go-Shop Period End Date”), CAC and its Subsidiaries nor any and their respective Representatives shall have the right (acting under the direction of the officers CAC Special Committee) to directly or indirectly (A) initiate, solicit and directors of it encourage any offer, proposal or its Subsidiaries shallinquiry relating to, and that it shall 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 third party indication of its Subsidiariesinterest in, any acquisition or purchase of 100% of the issued and outstanding CAC Common Stock (a “CAC Acquisition Proposal”) not tofrom one or more Persons, directly or indirectly, initiate, solicit, encourage or facilitate (including by way of furnishing informationcontacting third parties or public disclosure and by way of providing access to non-public information regarding, and affording access to the business, properties, assets, books, records and personnel of, CAC and its Subsidiaries, to any Person (each, a “Solicited Person”) pursuant to an executed confidentiality agreement on terms no less favorable to CAC than the Confidentiality Agreement, which shall include, among other things, customary employee non-solicitation and non-hire provisions (a copy of which confidentiality agreement shall be promptly (in all events within one (1) Business Day) provided for informational purposes only to CEC); provided, that CAC shall promptly (and in any event within one (1) Business Day) provide to CEC all material and information delivered or made available to any Solicited Person to the extent such material and information was not previously furnished or made available to CEC; and (B) enter into, participate in and maintain discussions or negotiations regarding, and take any other action to facilitate any inquiries or the making of any proposal that constitutes or offer with respect would be reasonably likely to a merger, reorganization, share exchange, consolidation, amalgamation, business combination, recapitalization, liquidation, dissolution, joint venture, partnership, alliance or similar transaction involving it, or any purchase or sale of the consolidated assets (including without limitation stock of Subsidiaries) of SCB and its Subsidiaries, taken as a whole, having an aggregate value equal to 25% or more of the market capitalization of SCB, or any purchase or sale of, or tender or exchange offer for, 25% or more of the equity securities of SCB (being hereinafter referred to as an "Acquisition Proposal"). SCB further agrees that neither it nor any of its Subsidiaries nor any of the officers and directors of it or its Subsidiaries shall, and that it shall 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 lead to, directly or indirectly, have any discussion with or provide any information or data to any Person relating to an Acquisition Proposal, or 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 a CAC Acquisition Proposal. Notwithstanding anything in this Agreement to Within one (1) Business Day following the contraryGo-Shop Period End Date, SCB and SCB's board of directors shall be permitted to the extent applicable, comply with Rule 14d-9 and Rule 14e-2 promulgated under the Exchange Act with regard to an Acquisition Proposal, with applicable case law, and with applicable fiduciary responsibilities. SCB CAC shall notify CIBER promptly CEC in writing of any and all inquiries, proposals or offers received by, any such information requested from, or any discussions or negotiations sought to be initiated with, any of its representatives with regard to an Acquisition Proposal, indicating the name of the parties involved and the material terms and conditions of any inquiries, proposals or offers. Nothing in this Agreement shall prohibit the SCB Board from engaging in the activities described above with respect to any person who has submitted on an unsolicited basis to SCB (i) an CAC Acquisition Proposal believed by (including any amendments or modifications thereof) received from any Excluded Party (as defined below) and the SCB Board in good faith to be bona fide or (ii) an expression of interest believed by the SCB Board in good faith to be bona fide indicating such person's desire to pursue the possibility of making an Acquisition Proposal on terms believed by the SCB Board to be financially superior to the Merger (a "Superior Proposal") and, in either such case:identity thereof.

Acquisition Proposals. SCB agrees that neither it nor any of its Subsidiaries nor any of Between the officers date hereof and directors of it or its Subsidiaries shallthe Closing, and that it Seller shall 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 tonot, directly or indirectly, initiate, (a) take any action to solicit, initiate submission of or knowingly encourage any Acquisition Proposal or facilitate (including b) participate in any substantive discussions or negotiations regarding an Acquisition Proposal with anyone, except in the case of each of the foregoing for Acquisition Proposals by way or on behalf of furnishing information) any inquiries Buyer or the making its affiliates. During such period, Seller shall promptly notify Buyer upon receipt of any proposal indication of interest or any offer with respect to a mergeran Acquisition Proposal. For purposes hereof, reorganization, share exchange, consolidation, amalgamation, business combination, recapitalization, liquidation, dissolution, joint venture, partnership, alliance or similar transaction involving it, or any purchase or sale of the consolidated assets (including without limitation stock of Subsidiaries) of SCB and its Subsidiaries, taken as a whole, having an aggregate value equal to 25% or more of the market capitalization of SCB, or any purchase or sale of, or tender or exchange offer for, 25% or more of the equity securities of SCB (being hereinafter referred to as an "Acquisition Proposal"). SCB further agrees that neither it nor " shall include any proposal for any acquisition or purchase by anyone of its Subsidiaries nor any all or a portion of the officers and directors of it Purchased Assets or its Subsidiaries shall, and that it shall 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 equity interest in Seller or any of its Subsidiaries) not tosubsidiaries, directly of any merger or indirectlybusiness combination with, have or any discussion with acquisition of, Seller or provide any information or data of its subsidiaries. If, after the entry of the Approval Order, Seller enters into a written agreement to accept any Person relating to an Acquisition Proposal, Seller shall, in addition to returning Buyer's Deposit (together with any interest), promptly reimburse Buyer for all of Buyer's expenses incurred in connection with preparing its Bid, its investigation of Seller and its negotiation and preparation of this Agreement, including the fees and expenses of Buyer's attorneys, accountants and advisors, such reimbursement being in addition to any other remedy to which Buyer may be entitled at law or engage in any negotiations concerning an Acquisition Proposal, equity or knowingly facilitate any effort or attempt to make or implement an Acquisition Proposal or accept an Acquisition Proposalunder the terms of this Agreement. Notwithstanding anything in this Agreement herein to the contrary, SCB until the Bankruptcy Court enters the Approval Order Seller may (and SCB's board of directors shall be permitted to the extent applicable, comply with Rule 14d-9 and Rule 14e-2 promulgated under the Exchange Act with regard to an Acquisition Proposal, with applicable case law, and with applicable fiduciary responsibilities. SCB shall notify CIBER promptly of any and all inquiries, proposals or offers received by, any such information requested from, or any discussions or negotiations sought to be initiated with, may authorize and/or permit any of its officers, directors, employees, attorneys, agents or representatives with regard to an Acquisition Proposal, indicating the name of the parties involved and the material terms and conditions of any inquiries, proposals or offers. Nothing in this Agreement shall prohibit the SCB Board from engaging in the activities described above to) furnish information with respect to Seller to any person who has submitted on or persons making an unsolicited basis to SCB (i) an Acquisition Proposal believed by the SCB Board proposal or inquiry and shall notify Buyer in good faith to be bona fide writing of any such proposal or (ii) an expression of interest believed by the SCB Board in good faith to be bona fide indicating such person's desire to pursue the possibility of making an Acquisition Proposal on terms believed by the SCB Board to be financially superior to the Merger (a "Superior Proposal") and, in either such case:inquiry.

Acquisition Proposals. SCB agrees that neither it nor any of its Subsidiaries nor any of the officers and directors of it or its Subsidiaries Leslie's California shall, and that it shall --------------------- use its reasonable best efforts to cause each of its and its Subsidiaries' employeesofficers, agents and representatives (including directors or affiliates to, notify Poolmart promptly of any investment bankerdirect or indirect contact by any corporation, attorney partnership, person or accountant retained by it other entity or group concerning any tender or exchange offer, proposal for a merger or consolidation or other business combination involving Leslie's California or any of its Subsidiariessubsidiaries or divisions, or any proposal or offer (in each case, whether or not in writing and whether or not communicated to the shareholders of Leslie's California generally) to acquire in any manner, directly or indirectly, a substantial equity interest in, or a substantial portion of the assets of, Leslie's California or any of its subsidiaries or divisions, other than pursuant to the transactions contemplated by this Agreement (an "Acquisition Proposal") and -------------------- shall promptly provide Poolmart with a summary of all material terms and conditions of such Acquisition Proposal. In addition, Leslie's California shall give Poolmart not less than three business days' written notice prior to providing any confidential information to any person (other than Poolmart, prospective sources of the Financing and their respective representatives) concerning the business and properties of Leslie's California or affording any other person access to the properties, books or records of Leslie's California in connection with any Acquisition Proposal. Leslie's California shall not, nor shall it permit any of its officers, directors, affiliates, representatives or agents to, directly or indirectly, initiate, (i) take any action to solicit, initiate or, subject to the rights of Leslie's California to provide confidential information as provided in the immediately preceding sentence, knowingly encourage any Acquisition Proposal, or facilitate (including by way of furnishing informationii) participate in any inquiries or the making of any proposal or offer negotiations with respect to a merger, reorganization, share exchange, consolidation, amalgamation, business combination, recapitalization, liquidation, dissolution, joint venture, partnership, alliance or similar transaction involving it, or any purchase or sale of the consolidated assets (including without limitation stock of Subsidiaries) of SCB and its Subsidiaries, taken as a whole, having an aggregate value equal to 25% or more of the market capitalization of SCB, or any purchase or sale of, or tender or exchange offer for, 25% or more of the equity securities of SCB (being hereinafter referred to as an "Acquisition Proposal"). SCB further agrees that neither it nor any of its Subsidiaries nor any of the officers and directors of it or its Subsidiaries shall, and that it shall 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, have any discussion with or provide any information or data to any Person relating to an Acquisition Proposal, except that Leslie's California or 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. Notwithstanding anything in this Agreement to the contrary, SCB and SCB's board of directors shall be permitted to the extent applicable, comply with Rule 14d-9 and Rule 14e-2 promulgated under the Exchange Act with regard to an Acquisition Proposal, with applicable case law, and with applicable fiduciary responsibilities. SCB shall notify CIBER promptly of any and all inquiries, proposals or offers received by, any such information requested from, or any discussions or persons may participate in such negotiations sought to be initiated with, any of its representatives with regard to an Acquisition Proposal, indicating the name of the parties involved and the material terms and conditions of any inquiries, proposals or offers. Nothing in this Agreement shall prohibit the SCB Board from engaging in the activities described above with respect to any person who has submitted on an unsolicited basis to SCB (i) an Acquisition Proposal believed by from a third party to the SCB Board in good faith to be bona fide extent that the board of directors of Leslie's California or the Special Committee concludes (iiA) an expression of interest believed by the SCB Board in good faith to be bona fide indicating that such person's desire to pursue the possibility of making an Acquisition Proposal on terms believed by the SCB Board to be financially is superior to the Merger Transaction and (a "Superior Proposal"B) andbased upon the advice of counsel, in either that such case:negotiations are necessary to discharge its fiduciary duty under applicable law.

Acquisition Proposals. SCB agrees that neither it nor any (a) Notwithstanding anything contained herein to the contrary, during the period beginning on the date of this Agreement and continuing until 12:01 a.m. (prevailing Central time) on the No-Shop Period Start Date, the Company and its Subsidiaries nor any of and their respective Representatives (collectively, the officers and directors of it or its Subsidiaries shall“Company Representatives”), and that it shall 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 have the right to, directly or indirectly, : (i) initiate, solicit, encourage or facilitate (including by way of furnishing information) any inquiries or the making of any proposal or offer with respect to a merger, reorganization, share exchange, consolidation, amalgamation, business combination, recapitalization, liquidation, dissolution, joint venture, partnership, alliance or similar transaction involving itencourage, or any purchase or sale of the consolidated assets (including without limitation stock of Subsidiaries) of SCB and its Subsidiaries, taken as a whole, having an aggregate value equal to 25% or more of the market capitalization of SCB, or any purchase or sale of, or tender or exchange offer for, 25% or more of the equity securities of SCB (being hereinafter referred to as an "Acquisition Proposal"). SCB further agrees that neither it nor any of its Subsidiaries nor any of the officers and directors of it or its Subsidiaries shall, and that it shall 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 toseek, directly or indirectly, have any discussion inquiries relating to or the making or implementation of any Acquisition Proposal; (ii) continue or otherwise engage or participate in any negotiations or discussions with any third party, with respect to, Acquisition Proposals, including providing or provide any otherwise making available information or data to any Person, provided that, prior to doing so, such third party has entered into an Acceptable Confidentiality Agreement with the Company; provided further, that all such information (to the extent such information has not been previously provided or otherwise made available to Cal Dive) is provided or otherwise made available to Cal Dive substantially concurrently with the time it is provided or otherwise made available to such Person subject to the right of the Company to withhold such portions of information relating to an pricing or other matters that are highly sensitive if the exchange of such information, as reasonably determined by the Company’s outside legal counsel, would be reasonably likely to result in antitrust difficulties for the Company or in connection with the Merger; and (iii) release any third party from, or waive any provision of, any confidentiality or standstill agreement to which it is a party to the extent necessary to permit the Company to conduct the activity set forth in clauses (i) and (ii) above; provided that the Company will promptly (in any event within one calendar day) notify Cal Dive of its receipt of any Acquisition Proposal including the general terms of any such Acquisition Proposal, or engage in and will keep Cal Dive apprised of the status of any negotiations concerning an Acquisition Proposal, or knowingly facilitate any effort or attempt to make or implement an Acquisition Proposal or accept an such Acquisition Proposal. Notwithstanding anything in this Agreement to Within two Business Days following the contrarybeginning of the No-Shop Period Start Date, SCB and SCB's board of directors shall be permitted to the extent applicable, comply with Rule 14d-9 and Rule 14e-2 promulgated under the Exchange Act with regard to an Acquisition Proposal, with applicable case law, and with applicable fiduciary responsibilities. SCB Company shall notify CIBER promptly of any and all inquiries, proposals or offers received by, any such information requested from, or any discussions or negotiations sought to be initiated with, any of its representatives with regard to an Acquisition Proposal, indicating the name Cal Dive of the parties involved number of Excluded Parties and the material terms and conditions of any inquirieseach Excluded Parties’ Acquisition Proposal; provided, proposals or offers. Nothing however, that notwithstanding anything to the contrary contained in this Agreement Section 5.4, the Company shall prohibit not be required to provide the SCB Board from engaging in the activities described above with respect to identity of any person Excluded Party or other Person who has submitted on an unsolicited basis to SCB (i) an Acquisition Proposal believed by unless and until the SCB Board Company terminates this Agreement in good faith to be bona fide or (ii) an expression of interest believed by the SCB Board in good faith to be bona fide indicating such person's desire to pursue the possibility of making an Acquisition Proposal on terms believed by the SCB Board to be financially superior to the Merger (a "Superior Proposal") and, in either such case:accordance with Section 7.1(h).

Acquisition Proposals. SCB agrees that neither it nor any (a) Notwithstanding anything to the contrary contained in this Agreement, during the period beginning on the date of this Agreement and continuing until 12:01 a.m. (New York time) on the 30th day after the date of this Agreement (the “No Shop Period Start Date”), the Company and its Subsidiaries nor any of and Representatives shall have the officers and directors of it or its Subsidiaries shall, and that it shall use its reasonable best efforts right to cause its and its Subsidiaries' employees, agents and representatives (including any investment banker, attorney or accountant retained by it or any of its Subsidiariesi) not to, directly or indirectly, initiate, solicit, solicit and encourage or facilitate (including by way of furnishing information) any inquiries inquiry or the making of any proposal or offer with respect to a merger, reorganization, share exchange, consolidation, amalgamation, business combination, recapitalization, liquidation, dissolution, joint venture, partnership, alliance or similar transaction involving it, or any purchase or sale of the consolidated assets (including without limitation stock of Subsidiaries) of SCB and its Subsidiaries, taken as a whole, having an aggregate value equal to 25% or more of the market capitalization of SCB, or any purchase or sale of, or tender or exchange offer for, 25% or more of the equity securities of SCB (being hereinafter referred to as an "Acquisition Proposal"). SCB further agrees that neither it nor any of its Subsidiaries nor any of the officers and directors of it or its Subsidiaries shall, and that it shall 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, have any discussion with or provide any information or data to any Person relating to constitutes an Acquisition Proposal, including by providing access to non-public information to any Person pursuant to a confidentiality agreement containing terms that are no less favorable in the aggregate to the Company than those contained in the Confidentiality Agreement (it being understood that, notwithstanding the terms of the Confidentiality Agreement, such confidentiality agreement need not prohibit the making or amendment of Acquisition Proposals) or, to the extent applicable, pursuant to a confidentiality agreement entered into prior to the date of this Agreement (any such confidentiality agreement, an “Acceptable Confidentiality Agreement”); provided that the Company shall promptly make available to Parent and Merger Sub any non-public information concerning the Company or its Subsidiaries that is provided to any Person given such access that was not previously made available to Parent or Merger Sub and (ii) engage in, enter into, continue or otherwise participate in any discussions or negotiations concerning an with any Persons or groups of Persons with respect to any Acquisition ProposalProposals and cooperate with or assist or participate in or facilitate any such inquiries, proposals, discussions or knowingly facilitate negotiations or any effort or attempt to make or implement an any Acquisition Proposal or accept an Acquisition ProposalProposals. Notwithstanding anything in this Agreement to The parties hereto agree that, notwithstanding the contrary, SCB and SCB's board of directors shall be permitted to the extent applicable, comply with Rule 14d-9 and Rule 14e-2 promulgated under the Exchange Act with regard to an Acquisition Proposal, with applicable case law, and with applicable fiduciary responsibilities. SCB shall notify CIBER promptly of any and all inquiries, proposals or offers received by, any such information requested from, or any discussions or negotiations sought to be initiated with, any of its representatives with regard to an Acquisition Proposal, indicating the name occurrence of the parties involved and No Shop Period Start Date, the material terms and conditions of any inquiries, proposals or offers. Nothing in this Agreement shall prohibit the SCB Board from engaging Company may continue to engage in the activities described in clause (ii) above with respect to any person who has submitted on an unsolicited basis each Excluded Party until 15 days after the No Shop Period Start Date (the “Cut-off Date”). No later than two Business Days after the No Shop Period Start Date, the Company shall provide Parent in writing a complete list of all Excluded Parties (including the identity of each Excluded Party) and shall provide to SCB Parent (i) an unredacted copy of any Acquisition Proposal believed by made in writing provided to the SCB Board in good faith Company or any of its Subsidiaries (including any financing commitments relating thereto, which shall include any fee letters (it being understood that any such fee letter may be redacted to be bona fide or omit the numerical amounts provided therein)) and (ii) an expression a written summary of interest believed by the SCB Board in good faith to be bona fide indicating such person's desire to pursue the possibility material terms of making an any Acquisition Proposal on terms believed by not made in writing (including any financing commitments and any fee letters relating thereto (it being understood that any such fee letter may be redacted to omit the SCB Board to be financially superior to the Merger (a "Superior Proposal") and, in either such case:numerical amounts provided therein)).

Acquisition Proposals. SCB agrees that neither it nor any (a) Notwithstanding anything to the contrary contained in this Agreement, during the period beginning on the date of this Agreement and continuing until 11:59 p.m. (New York time) on September 14, 2015 (the “Go-Shop Period End Date”, such period, the “Solicitation Period”), PRE and its Subsidiaries nor any of and their respective Representatives shall have the officers and directors of it or its Subsidiaries shall, and that it shall use its reasonable best efforts right to cause its and its Subsidiaries' employees, agents and representatives (including any investment banker, attorney or accountant retained by it or any of its Subsidiariesi) not to, directly or indirectly, initiate, solicit, solicit or encourage or facilitate (including by way of furnishing information) any inquiries inquiry or the making of any proposal or offer that constitutes an Acquisition Proposal (except that the reference to 15% in such term will be deemed changed to 50% for purposes of this ‎Section 6.08(a)), including by providing information (including non-public information and data) regarding, and affording access to the business, properties, assets, books, records and personnel of, PRE and its Subsidiaries to any Person pursuant to an Acceptable Confidentiality Agreement (it being understood that such Acceptable Confidentiality Agreement (A) must contain “standstill” or similar provisions or otherwise prohibit the making or amendment of any Acquisition Proposal not solicited by the PRE Board to the maximum extent permissible under applicable Law and (B) shall not include an obligation of PRE to reimburse such Person’s expenses); provided, that PRE shall make available to Parent (at substantially the same time) any non-public information concerning PRE or its Subsidiaries that is provided to any Person given such access that was not previously made available to the Parent, and (ii) engage in, enter into, continue or otherwise participate in any discussions or negotiations with any Persons or group of Persons with respect to a merger, reorganization, share exchange, consolidation, amalgamation, business combination, recapitalization, liquidation, dissolution, joint venture, partnership, alliance or similar transaction involving it, or any purchase or sale of the consolidated assets (including without limitation stock of Subsidiaries) of SCB Acquisition Proposals and its Subsidiaries, taken as a whole, having an aggregate value equal to 25% or more of the market capitalization of SCB, or any purchase or sale of, or tender or exchange offer for, 25% or more of the equity securities of SCB (being hereinafter referred to as an "Acquisition Proposal"). SCB further agrees that neither it nor any of its Subsidiaries nor any of the officers and directors of it or its Subsidiaries shall, and that it shall 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, have any discussion cooperate with or provide assist or participate in or facilitate any information such inquiries, proposals, discussions or data to any Person relating to an Acquisition Proposal, negotiations or engage in any negotiations concerning an Acquisition Proposal, or knowingly facilitate any effort or attempt to make any Acquisition Proposal. PRE shall promptly (and in any event within 24 hours) notify Parent in writing of the identity of each Person or implement group of Persons from whom PRE receives an Acquisition Proposal or accept an Acquisition Proposal. Notwithstanding anything in this Agreement to during the contrarySolicitation Period, SCB and SCB's board of directors shall be permitted to the extent applicable, comply with Rule 14d-9 and Rule 14e-2 promulgated under the Exchange Act with regard to an Acquisition Proposal, with applicable case law, and with applicable fiduciary responsibilities. SCB shall notify CIBER promptly of any and all inquiries, proposals or offers received by, any such information requested from, or any discussions or negotiations sought to be initiated with, any of its representatives with regard to an Acquisition Proposal, indicating the name of the parties involved and the material terms and conditions of any inquiries, proposals or offers. Nothing in this Agreement shall prohibit the SCB Board from engaging in the activities described above with respect to any person who has submitted on an unsolicited basis to SCB (i) an such Acquisition Proposal believed by (including the SCB Board in good faith to be bona fide or (ii) an expression financing sources, if applicable), and a copy of interest believed by the SCB Board in good faith to be bona fide indicating such person's desire to pursue the possibility of making an Acquisition Proposal on terms believed by the SCB Board (including any agreements relating to be financially superior to the Merger (a "Superior Proposal") andsuch financing, in either such case:if applicable).

Acquisition Proposals. SCB agrees that neither After the date hereof through April 14, 1999, ICF shall not (nor will it nor permit any of its Subsidiaries nor any of the officers and directors of it or its Subsidiaries shallofficers, and that it shall use its reasonable best efforts to cause its and its Subsidiaries' employeesdirectors, agents and representatives (including any investment banker, attorney or accountant retained by it or any of its Subsidiaries) not Affiliates to), directly or indirectly, initiate, (a) solicit, encourage encourage, initiate or facilitate (including by way of furnishing information) any inquiries or the making of any proposal or offer with respect to a merger, reorganization, share exchange, consolidation, amalgamation, business combination, recapitalization, liquidation, dissolution, joint venture, partnership, alliance or similar transaction involving it, or any purchase or sale of the consolidated assets (including without limitation stock of Subsidiaries) of SCB and its Subsidiaries, taken as a whole, having an aggregate value equal to 25% or more of the market capitalization of SCB, or any purchase or sale of, or tender or exchange offer for, 25% or more of the equity securities of SCB (being hereinafter referred to as an "Acquisition Proposal"). SCB further agrees that neither it nor any of its Subsidiaries nor any of the officers and directors of it or its Subsidiaries shall, and that it shall 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, have any discussion with or provide any information or data to any Person relating to an Acquisition Proposal, or engage participate 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. Notwithstanding anything in this Agreement to the contrary, SCB and SCB's board of directors shall be permitted to the extent applicable, comply with Rule 14d-9 and Rule 14e-2 promulgated under the Exchange Act with regard to an Acquisition Proposal, with applicable case law, and with applicable fiduciary responsibilities. SCB shall notify CIBER promptly of any and all inquiries, proposals or offers received by, any such information requested from, or any discussions or negotiations sought to be initiated with, any of its representatives with regard to an Acquisition Proposal, indicating the name of the parties involved and the material terms and conditions of any inquiries, proposals or offers. Nothing in this Agreement shall prohibit the SCB Board from engaging in the activities described above with respect to any person who has submitted offer or proposal to acquire all or substantially all of the business and properties of the Business, or (b) except as contemplated by this Agreement, disclose any information not customarily disclosed to any Person concerning the business and properties of the Business, afford to any Person access to the properties, books or records of the Business or otherwise assist or encourage any Person in connection with any of the activities referred to in clause (a) above; unless in the case of either clause (a) or (b) above, ICF shall have received a firm written offer relating to such transaction, not conditioned upon financing, from a reputable buyer, which offer, based on an unsolicited basis to SCB (i) an Acquisition Proposal believed by consultations with ICF's financial advisers, the SCB Board of Directors of ICF concludes in good faith to be bona fide or (ii) an expression of interest believed by the SCB Board in good faith to be bona fide indicating such person's desire to pursue the possibility of making an Acquisition Proposal is on terms believed by the SCB Board to be financially superior to the Merger terms offered by the transaction contemplated by this Agreement and is reasonably capable of being completed (taking into account all material legal, financial, regulatory and other aspects of the offer and the Person making the offer) (a "Superior Proposal"), and the Board of Directors of ICF determines in good faith, after taking into consideration the advice of its outside legal counsel, that it is likely to be required to consider such offer in order for its members to comply with their fiduciary duties under applicable law. After April 14, 1999, upon written notice to Buyer, ICF may engage in the activities referred to in clauses (a) andand (b) above. After the date hereof, ICF agrees to notify Buyer promptly in either writing if (i) any inquiries or offers relating to an acquisition proposal with respect to the Business are received by ICF or any of its agents or Affiliates after the date hereof or (ii) any negotiations or discussions in connection with a possible acquisition of the Business are sought to be initiated or continued, indicating in connection with such case:notice the principal terms and conditions of any proposals or offers. Thereafter ICF shall keep Buyer informed in writing on a reasonably current basis of the status and revised terms of any such proposals or offers and the status of any such negotiations or discussions.

Acquisition Proposals. SCB agrees that neither it nor any (a) Notwithstanding anything to the contrary contained in this Agreement, during the period beginning on the date of this Agreement and continuing until 11:59 p.m. (New York City time) on November 10, 2020 (the “No-Shop Period Start Date”), the Company and its Subsidiaries nor any of the officers and directors of it or its Subsidiaries shalltheir respective directors, and that it shall use its reasonable best efforts to cause its and its Subsidiaries' officers, employees, agents investment bankers, attorneys, accountants and other advisors or representatives (including any investment bankercollectively, attorney or accountant retained by it or any of its Subsidiaries“Representatives”) not to, directly or indirectly, shall have the right to (i) initiate, solicit, facilitate and encourage or facilitate (including by way of furnishing information) any inquiries inquiry or the making of any proposal or offer with respect to a mergerthat constitutes, reorganization, share exchange, consolidation, amalgamation, business combination, recapitalization, liquidation, dissolution, joint venture, partnership, alliance or similar transaction involving itcould constitute, or any purchase or sale of the consolidated assets (including without limitation stock of Subsidiaries) of SCB and its Subsidiaries, taken as a whole, having an aggregate value equal could reasonably be expected to 25% or more of the market capitalization of SCB, or any purchase or sale of, or tender or exchange offer for, 25% or more of the equity securities of SCB (being hereinafter referred to as an "Acquisition Proposal"). SCB further agrees that neither it nor any of its Subsidiaries nor any of the officers and directors of it or its Subsidiaries shall, and that it shall 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, have any discussion with or provide any information or data to any Person relating lead to an Acquisition Proposal, including by providing information (including non-public information and data) regarding, and affording access to the business, properties, assets, books, records and personnel of, the Company and its Subsidiaries to any Person (and its Representatives, including potential financing sources) subject to the entry into, and in accordance with, an Acceptable Confidentiality Agreement; provided that the Company shall make available to Parent and Merger Sub any non-public information or engage data concerning the Company or its Subsidiaries that is provided to any Person given such access that was not previously made available to Parent or Merger Sub promptly (and in any event within forty-eight (48) hours) after the time it is furnished to such Person, and (ii) engage in, enter into or otherwise participate in any discussions or negotiations concerning with any Persons (and their respective Representatives, including potential financing sources) with respect to any Acquisition Proposals (or inquiries, proposals or offers or other efforts that constitute, could constitute, or could reasonably be expected to lead to an Acquisition Proposal, including any Person that has informed the Company or knowingly its Representatives of an intention to make or has publicly announced an intention to make an Acquisition Proposal) and cooperate with or assist or participate in or facilitate or encourage any such inquiries, proposals, offers, discussions or negotiations or any effort or attempt to make any Acquisition Proposals, including granting a waiver, amendment or implement an release under any confidentiality or pre-existing standstill or similar provision with respect to the Company or its Subsidiaries; provided, that the Company and its Subsidiaries will not pay, agree to pay or cause to be paid or reimburse, agree to reimburse or cause to be reimbursed, the expenses of any such Person in connection with any Acquisition Proposal Proposals or accept any inquiries, discussions or requests with respect to or the making of any proposal or offer that constitutes or would reasonably be expected to lead to an Acquisition Proposal. Notwithstanding anything No later than forty-eight (48) hours after the No-Shop Period Start Date, the Company shall notify Parent in writing of the number of parties that submitted an Acquisition Proposal after the date of this Agreement and prior to the contraryNo-Shop Period Start Date, SCB and SCB's board which notice shall include a summary of directors shall be permitted to the extent applicable, comply with Rule 14d-9 and Rule 14e-2 promulgated under the Exchange Act with regard to an Acquisition Proposal, with applicable case law, and with applicable fiduciary responsibilities. SCB shall notify CIBER promptly all material terms of any and all inquiriespending Acquisition Proposals (but not, proposals or offers received byfor the avoidance of doubt, any such information requested from, or any discussions or negotiations sought to be initiated with, any of its representatives with regard to an Acquisition Proposal, indicating the name identity of the parties involved and the material terms and conditions of that submitted such Acquisition Proposals) that were made in writing by any inquiries, proposals Excluded Party or offers. Nothing in this Agreement shall prohibit the SCB Board from engaging in the activities described above with respect to any person who has submitted on an unsolicited basis to SCB (i) an other Acquisition Proposal believed by which the SCB Board of Directors (or a duly authorized committee thereof) determined in good faith to be bona fide faith, after consultation with its financial advisor and outside legal counsel, warranted the Board of Directors’ (or (iisuch duly authorize committee’s) an expression of interest believed by the SCB Board in good faith to be bona fide indicating such person's desire to pursue the possibility of making an Acquisition Proposal on terms believed by the SCB Board to be financially superior to the Merger (a "Superior Proposal") and, in either such case:further discussion.

Acquisition Proposals. SCB Ahmanson agrees that neither it nor any of its Subsidiaries nor any of the officers and directors of it or its Subsidiaries shall, and that it shall use not, and shall cause its reasonable best efforts to cause Subsidiaries and its and its Subsidiaries' employeesofficers, agents directors, agents, advisors and representatives (including any investment banker, attorney or accountant retained by it or any of its Subsidiaries) affiliates not to, directly solicit or indirectly, initiate, solicit, encourage or facilitate (including by way of furnishing information) any inquiries or the making of any proposal or offer proposals with respect to a merger, reorganization, share exchange, consolidation, amalgamation, business combination, recapitalization, liquidation, dissolution, joint venture, partnership, alliance or similar transaction involving itto, or engage in any purchase negotiations concerning, or sale provide any confidential information to, or have any discussions with, any person relating to, any Acquisition Proposal or waive any provision of or amend the terms of the consolidated assets (including without limitation stock Ahmanson Rights Agreement in respect of Subsidiaries) of SCB and its Subsidiaries, taken as a whole, having an aggregate value equal to 25% or more of the market capitalization of SCB, or any purchase or sale of, or tender or exchange offer for, 25% or more of the equity securities of SCB (being hereinafter referred to as an "Acquisition Proposal"). SCB further agrees that neither it nor ; provided, however, that, at any of time prior to the time its Subsidiaries nor any of the officers and directors of it or its Subsidiaries shallstockholders shall have voted to approve this Agreement, Ahmanson may, and that it shall use may authorize and permit its reasonable best efforts to cause its and its Subsidiaries' officers, directors, employees, representatives or agents and representatives (including any investment banker, attorney or accountant retained by it or any of its Subsidiaries) not to, directly provide third parties with nonpublic information, otherwise facilitate any effort or indirectlyattempt by any third party to make or implement an Acquisition Proposal, have recommend or endorse any discussion Acquisition Proposal with or provide by any third party, and participate in discussions and negotiations with any third party relating to any Acquisition Proposal, if the Ahmanson Board determines in good faith upon the written advice of outside counsel that such action is legally necessary for it to act in a manner consistent with its fiduciary duties under applicable law; and prior to providing any information or data to any Person relating to an Acquisition Proposalperson or entering into discussions or negotiations with any Person, or 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. Notwithstanding anything in this Agreement to the contrary, SCB and SCB's board Ahmanson Board notifies Washington Mutual immediately of directors shall be permitted to the extent applicable, comply with Rule 14d-9 and Rule 14e-2 promulgated under the Exchange Act with regard to an Acquisition Proposal, with applicable case law, and with applicable fiduciary responsibilities. SCB shall notify CIBER promptly of any and all such inquiries, proposals or offers received by, any such information requested from, or any such discussions or negotiations sought to be initiated withor continued with Ahmanson or any Subsidiary thereof. Ahmanson shall not furnish any nonpublic information to any other party pursuant to this Section 6.06 except pursuant to the terms of a confidentiality agreement containing terms substantially identical to the terms contained in the Confidentiality Letter. Ahmanson shall immediately cease and cause to be terminated any activities, discussions or negotiations conducted prior to the date of this Agreement with any parties other than Washington Mutual with respect to any of the foregoing and shall use its representatives with regard reasonable best efforts to enforce any confidentiality or similar agreement relating to an Acquisition Proposal, indicating . Ahmanson shall promptly (within 24 hours) advise Washington Mutual following the name receipt by Ahmanson of any Acquisition Proposal and the substance thereof (including the identity of the parties involved person making such Acquisition Proposal), and the material terms and conditions advise Washington Mutual of any inquiries, proposals or offers. Nothing in this Agreement shall prohibit the SCB Board from engaging in the activities described above developments with respect to any person who has submitted on an unsolicited basis to SCB (i) an such Acquisition Proposal believed by promptly upon the SCB Board in good faith to be bona fide or (ii) an expression of interest believed by the SCB Board in good faith to be bona fide indicating such person's desire to pursue the possibility of making an Acquisition Proposal on terms believed by the SCB Board to be financially superior to the Merger (a "Superior Proposal") and, in either such case:occurrence thereof.

Acquisition Proposals. SCB agrees that neither it nor (a) Notwithstanding any other provision of its Subsidiaries nor any this Agreement to the contrary, during the period beginning on the date of this Agreement and continuing until the officers and directors of it or its Subsidiaries shallNo-Solicitation Period Start Date, and that it shall use its reasonable best efforts to cause its Hydrocarbon and its Subsidiaries' employees, agents and representatives (including any investment banker, attorney or accountant retained by it or any of its Subsidiaries) not Representatives shall have the right to, directly or indirectly, (i) initiate, solicit, facilitate and encourage Acquisition Proposals, (ii) enter into discussions relating to Acquisition Proposals, (iii) continue or facilitate otherwise participate in any discussions or negotiations regarding any Acquisition Proposal, (iv) furnish to any Person any information or data with respect to Hydrocarbon, including by way of furnishing information) providing access to non-public information pursuant to (but only pursuant to an executed confidentiality agreement no less restrictive than the Confidentiality Agreement); provided that Hydrocarbon shall promptly provide or make available to Energy Partners any inquiries or the making of any proposal or offer with respect to a merger, reorganization, share exchange, consolidation, amalgamation, business combination, recapitalization, liquidation, dissolution, joint venture, partnership, alliance or similar transaction involving it, non-public information concerning Hydrocarbon or any purchase Subsidiary that is provided or sale of the consolidated assets (including without limitation stock of Subsidiaries) of SCB and its Subsidiaries, taken as a whole, having an aggregate value equal to 25% or more of the market capitalization of SCB, or any purchase or sale of, or tender or exchange offer for, 25% or more of the equity securities of SCB (being hereinafter referred to as an "Acquisition Proposal"). SCB further agrees that neither it nor any of its Subsidiaries nor any of the officers and directors of it or its Subsidiaries shall, and that it shall 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, have any discussion with or provide any information or data made available to any Person relating which was not previously provided or made available to an Acquisition ProposalEnergy Partners; and (v) otherwise cooperate with or take any other action to facilitate any proposal that constitutes, or engage in any negotiations concerning an Acquisition Proposalcould reasonably be expected to lead to, or knowingly facilitate any effort or attempt to make or implement an Acquisition Proposal or accept an Acquisition Proposal. Notwithstanding anything in this Agreement to Within 24 hours following the contraryNo-Solicitation Period Start Date, SCB and SCB's board of directors shall be permitted to the extent applicable, comply with Rule 14d-9 and Rule 14e-2 promulgated under the Exchange Act with regard to an Acquisition Proposal, with applicable case law, and with applicable fiduciary responsibilities. SCB Hydrocarbon shall notify CIBER promptly Energy Partners of any (i) the number of Excluded Parties, (ii) the identity of each Excluded Party and all inquiries, proposals or offers received by, any such information requested from, or any discussions or negotiations sought to be initiated with, any of its representatives with regard to an Acquisition Proposal, indicating the name of the parties involved and (iii) the material terms and conditions of each Excluded Party's Acquisition Proposal and furnish copies of any inquiries, proposals documents and related correspondence provided in connection therewith (including any amendments or offers. Nothing in this Agreement shall prohibit the SCB Board from engaging in the activities described above with respect modifications to any person who has submitted on of the foregoing) received from any Excluded Party. Hydrocarbon shall immediately cease any discussions with any Person (other than Energy Partners) that are ongoing as of the No-Solicitation Period Start Date and that constitute an unsolicited basis to SCB (iAcquisition Proposal, except as may be expressly provided for in Sections 6.6(b) and 6.6(c), and except in respect of any Excluded Party. Any Person that submits an Acquisition Proposal believed by that the SCB Deal Committee and the Hydrocarbon Board determines in good faith constitutes, or could reasonably be expected to lead to, a Superior Proposal, no later than 24 hours following the No Solicitation Period Start Date shall be referred to herein as an "Excluded Party." Notwithstanding anything contained in Section 6.6(a) to the contrary, any Excluded Party shall cease to be bona fide or (ii) an expression of interest believed by Excluded Party for all purposes under this Agreement at such time as the SCB Board Deal Committee determines in good faith that the Acquisition Proposal made by such party ceases to be bona fide indicating such person's desire reasonably likely to pursue the possibility of making an Acquisition Proposal on terms believed by the SCB Board lead to be financially superior to the Merger (a "Superior Proposal") and, in either such case:.

Acquisition Proposals. SCB agrees that neither it nor any of (a) The Company will not, will cause its Subsidiaries nor any of the officers and directors of it or its Subsidiaries shallSubsidiaries, and that it shall use its reasonable best efforts to cause its each of their respective directors and its Subsidiaries' employeesofficers, agents and representatives (including any investment banker, attorney or accountant retained by it or any of its Subsidiaries) not to, directly or indirectly, and will instruct its Representatives not to: (i) initiate, solicit, or knowingly encourage or knowingly facilitate (including by way of furnishing information) any inquiries the submission or the making announcement of any inquiry, proposal or offer that constitutes or would reasonably be expected to lead to any Acquisition Proposal, (ii) engage in, enter into or participate in any discussions or negotiations with any Person with respect to a mergerany Acquisition Proposal or (iii) provide any non-public information, reorganizationor afford access to the business, share exchangeproperties, consolidationassets, amalgamationbooks or records of the Company and its Subsidiaries to, business combinationany Person (other than Parent, recapitalization, liquidation, dissolution, joint venture, partnership, alliance or similar transaction involving itMerger Sub, or any purchase designees of Parent or sale of the consolidated assets Merger Sub) in connection with any Acquisition Proposal. The Company will, and will cause its Subsidiaries to, and will instruct its Representatives to, (including without limitation stock of Subsidiariesx) of SCB and its Subsidiariesimmediately cease any solicitation, taken as a wholediscussions, having an aggregate value equal to 25% or more of the market capitalization of SCBnegotiations with any Person (other than Parent, Merger Sub, or any purchase designees of Parent or sale ofMerger Sub) with respect to any Acquisition Proposal, (y) to the extent the Company has the right to do so, within two (2) Business Days following the date of this Agreement, request in writing the prompt return or tender destruction of all confidential information provided by or exchange offer for, 25% or more on behalf of the equity securities of SCB (being hereinafter referred to as an "Acquisition Proposal"). SCB further agrees that neither it nor any of its Subsidiaries nor any of the officers and directors of it Company or its Subsidiaries shallto any such Person, and that it shall 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 Subsidiariesz) not to, directly or indirectly, have any discussion with or provide any information or data terminate access to any Person physical or electronic data rooms relating to an Acquisition Proposal, or 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 a possible Acquisition Proposal. Notwithstanding anything the foregoing, the Company and its Representatives, solely in this Agreement to the contrary, SCB and SCB's board of directors shall be permitted to the extent applicable, comply with Rule 14d-9 and Rule 14e-2 promulgated under the Exchange Act with regard response to an Acquisition Proposalinquiry or proposal that did not result from a material breach of this Section 5.3(a), with applicable case law, may (A) seek to clarify and with applicable fiduciary responsibilities. SCB shall notify CIBER promptly of any and all inquiries, proposals or offers received by, any such information requested from, or any discussions or negotiations sought to be initiated with, any of its representatives with regard to an Acquisition Proposal, indicating understand the name of the parties involved and the material terms and conditions of any inquiries, proposals inquiry or offers. Nothing in this Agreement shall prohibit the SCB Board from engaging in the activities described above with respect proposal made by any Person solely to any person who has submitted on an unsolicited basis to SCB (i) determine whether such inquiry or proposal constitutes an Acquisition Proposal believed by and (B) inform a Person that has made or, to the SCB Board in good faith to be bona fide or (ii) an expression Knowledge of interest believed by the SCB Board in good faith to be bona fide indicating such person's desire to pursue Company, is considering making, following the possibility of making date hereof, an Acquisition Proposal on terms believed by of the SCB Board to be financially superior to the Merger (a "Superior Proposal") and, in either such case:provisions of this Section 5.3.

Acquisition Proposals. SCB MortgageIT agrees that neither it nor any of its Subsidiaries nor any of the officers and directors of it or its Subsidiaries shallshall not, and that it shall direct 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, encourage or otherwise facilitate (including by way of furnishing information) any inquiries or the making of any proposal or offer with respect to a merger, reorganization, share exchange, consolidation, amalgamation, business combination, recapitalization, liquidation, dissolution, joint venture, partnership, alliance an Acquisition Proposal. MortgageIT shall immediately cease any discussions or similar transaction involving it, or any purchase or sale negotiations existing as of the consolidated assets (including without limitation stock of Subsidiaries) of SCB and its Subsidiaries, taken as a whole, having an aggregate value equal date hereof with any third party relating to 25% or more of the market capitalization of SCB, or any purchase or sale of, or tender or exchange offer for, 25% or more of the equity securities of SCB (being hereinafter referred to as an "proposed Acquisition Proposal"), and shall request that all confidential information furnished on behalf of MortgageIT to any such Persons be returned. SCB MortgageIT further agrees that neither it nor any of its Subsidiaries nor any of the officers and directors of it or its Subsidiaries shallshall not, and that it shall direct 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, have engage in any discussion with negotiations concerning, or provide any confidential information or data to to, or have any discussions with, any Person relating to an Acquisition Proposal, or engage in any negotiations concerning an Acquisition Proposal, or knowingly otherwise facilitate any effort or attempt to make or implement an Acquisition Proposal or accept an Acquisition Proposal. Notwithstanding anything ; provided, however, that nothing contained in this Agreement shall prevent MortgageIT or the MortgageIT Board from (A) complying with its disclosure obligations under federal or state law; (B) prior to the contraryMortgageIT Meeting, SCB providing information in response to a request therefor by a Person who has made an unsolicited bona fide written Acquisition Proposal if the MortgageIT Board receives from the Person so requesting such information an executed confidentiality agreement on terms no less favorable to MortgageIT than the Confidentiality Agreement; (C) prior to the MortgageIT Meeting, engaging in any negotiations or discussions with any Person who has made an unsolicited bona fide written Acquisition Proposal or (D) prior to the MortgageIT Meeting, recommending such an Acquisition Proposal to the stockholders of MortgageIT, if and SCB's board of directors shall be permitted only to the extent applicablethat, in each such case referred to in clause (B), (C) or (D) above, (i) MortgageIT is not in violation of the terms of this Section 6.06, (ii) the MortgageIT 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 Rule 14d-9 their respective fiduciary duties under applicable law and Rule 14e-2 promulgated under (iii) the Exchange Act MortgageIT Board determines in good faith (after consultation with regard its financial advisor), taking into account all legal, financial and regulatory aspects of the proposal and the Person making the proposal, that such Acquisition Proposal, (x) if accepted, is reasonably likely to be consummated on the terms proposed and is not subject to any financing contingencies, and (y) would, if consummated, result in a transaction more favorable to MortgageIT’s stockholders from a financial point of view than the Merger. An Acquisition Proposal (except that references in the definition of “Acquisition Proposal” to “10%” shall be replaced with “50%”) which is received and considered by the MortgageIT Board in compliance with this Section 6.06 and which meets the requirements set forth in clauses (i), (ii) and (iii) of the preceding sentence is herein referred to as a “Superior Proposal.” From and after the execution of this Agreement, MortgageIT shall as promptly as reasonably practicable notify Acquiror of any request for information or any inquiries, proposals or offers relating to an Acquisition Proposal, indicating, in connection with applicable case lawsuch notice, and with applicable fiduciary responsibilities. SCB shall notify CIBER promptly of any and all inquiries, proposals or offers received by, any such information requested from, or any discussions or negotiations sought to be initiated with, any of its representatives with regard to an Acquisition Proposal, indicating the name of the parties involved such Person making such request, inquiry, proposal or offer and the material terms and conditions of any inquiries, proposals or offers. Nothing in this Agreement MortgageIT shall prohibit keep Acquiror informed on a reasonably current basis of the SCB Board from engaging in the activities described above status of any Acquisition Proposal, including with respect to the status and terms of any person who such proposal or offer and whether any such proposal or offer has submitted on an unsolicited basis to SCB (i) an Acquisition Proposal believed by the SCB Board in good faith to be bona fide been withdrawn or (ii) an expression of interest believed by the SCB Board in good faith to be bona fide indicating such person's desire to pursue the possibility of making an Acquisition Proposal on terms believed by the SCB Board to be financially superior to the Merger (a "Superior Proposal") and, in either such case:rejected.

Acquisition Proposals. SCB agrees that neither it nor (a) Notwithstanding any other provision of its Subsidiaries nor any this Agreement to the contrary, during the period beginning on the date of this Agreement and continuing until 11:59 p.m. New York City time on August 31, 2007 (the officers and directors of it or its Subsidiaries shall“No-Shop Period Start Date”), and that it shall use its reasonable best efforts to cause its the Company and its Subsidiaries' employees, agents subsidiaries and representatives (including any investment banker, attorney or accountant retained by it or any of its Subsidiaries) not their respective Representatives shall have the right to, directly or indirectly, : (i) initiate, solicitsolicit and encourage, encourage whether publicly or facilitate (otherwise, the submission of any inquiries, proposals or offers or any other efforts or attempts that constitute or may reasonably be expected to lead to, any Acquisition Proposal, including by way of furnishing informationproviding access to non-public information pursuant to (but only pursuant to) an executed confidentiality agreement on terms no less favorable in the aggregate to the Company than 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 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 Confidentiality Agreement); provided that the Company shall promptly provide to Parent and Merger Sub any inquiries material non-public information concerning the Company or the making of its subsidiaries that is provided to any proposal person given such access which was not previously provided or offer made available to Parent and Merger Sub; and (ii) enter into and maintain or continue discussions or negotiations with respect to a mergerAcquisition Proposals or otherwise facilitate any inquiries, reorganizationproposals, share exchangediscussions or negotiations with respect to Acquisition Proposals. Within 24 hours following the No-Shop Period Start Date, consolidationthe Company shall notify Parent of (x) the number of Acquisition Proposals theretofore received by the Company and not expressly withdrawn, amalgamation, business combination, recapitalization, liquidation, dissolution, joint venture, partnership, alliance or similar transaction involving it, or any purchase or sale (y) the material terms and conditions of the consolidated assets (including without limitation stock of Subsidiaries) of SCB and its Subsidiaries, taken as a whole, having an aggregate value equal to 25% or more of the market capitalization of SCB, or any purchase or sale of, or tender or exchange offer for, 25% or more of the equity securities of SCB (being hereinafter referred to as an "each such Acquisition Proposal"). SCB further agrees that neither it nor any of its Subsidiaries nor any of the officers and directors of it or its Subsidiaries shall, and that it shall use its reasonable best efforts to cause its the identity of each person making any such Acquisition Proposal (each, an “Interested Person”), and its Subsidiaries' employees, agents any documents and representatives related written correspondence provided in connection therewith (including any investment bankeramendments and modifications to the foregoing) and (z) the identity of each Interested Person that has, attorney or accountant retained by it or prior to the No-Shop Period Start Date, submitted an Acquisition Proposal which, in the reasonable judgment of the Board of Directors of the Company, satisfies the requirements of Section 6.5(d)(iv) (any of its Subsidiaries) not tosuch Interested Person, directly or indirectlyan “Excluded Person”), have any discussion together with or provide any information or data appropriate cross references to any Person relating to an the Acquisition Proposal, documents and related correspondence provided by or 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 Proposalon behalf of each Excluded Person. Notwithstanding anything contained in this Agreement to the contrary, SCB and SCB's board of directors any Excluded Person shall cease to be permitted to an Excluded Person for all purposes under this Agreement at such time as the extent applicableAcquisition Proposal made by such party is withdrawn, comply with Rule 14d-9 and Rule 14e-2 promulgated under the Exchange Act with regard to an Acquisition Proposal, with applicable case law, and with applicable fiduciary responsibilities. SCB shall notify CIBER promptly of any and all inquiries, proposals terminated or offers received by, any such information requested fromexpires, or any discussions or negotiations sought to be initiated withfails, any of its representatives with regard to an Acquisition Proposal, indicating in the name reasonable judgment of the parties involved and Board of Directors of the material terms and conditions Company, to satisfy the requirements of any inquiries, proposals or offers. Nothing in this Agreement shall prohibit the SCB Board from engaging in the activities described above with respect to any person who has submitted on an unsolicited basis to SCB (i) an Acquisition Proposal believed by the SCB Board in good faith to be bona fide or (ii) an expression of interest believed by the SCB Board in good faith to be bona fide indicating such person's desire to pursue the possibility of making an Acquisition Proposal on terms believed by the SCB Board to be financially superior to the Merger (a "Superior Proposal") and, in either such case:Sections 6.5(d)(iv).

Acquisition Proposals. SCB agrees (a) Notwithstanding anything to the contrary contained in this Agreement, during the period beginning on the date of this Agreement and continuing until 11:59 p.m. (Los Angeles time) on the day that neither it nor any is thirty (30) days following the date of this Agreement (the “Solicitation Period End Date”), the Company and its Subsidiaries nor any subsidiaries and their respective Representatives shall have the right (acting under the direction of the officers and board of directors of it or its Subsidiaries shall, and that it shall 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 the Company or any of its Subsidiariescommittee thereof) not to, directly or indirectly, (i) solicit, initiate, solicitfacilitate and encourage any Competing Proposals, encourage or facilitate (including by way of providing access to non-public information; provided that, prior to so furnishing such information, the Company receives from the Third Party an executed Acceptable Confidentiality Agreement; and provided, further, that (A) any inquiries such material provided to any Third Party given such access that has not been provided to Parent or Acquisition Sub shall be provided to Parent and Acquisition Sub as promptly as reasonably practicable after it is provided to such Third Party (which requirement may be satisfied by posting such information to the making Electronic Data Room and giving Parent and Acquisition Sub notice confirming that such disclosure is being made pursuant to the Company’s obligations under this Section 6.6(a)) and (B) the Company and its subsidiaries and their respective Representatives shall withhold such portions of documents or information, or provide pursuant to customary “clean-room” or other appropriate procedures, to the extent relating to any proposal pricing or offer other matters that are highly sensitive or competitive in nature if the exchange of such information (or portions thereof) could reasonably be likely to be harmful to the operation of the Company in any material respect; and (ii) engage in, continue or otherwise participate in any discussions or negotiations with respect to a merger, reorganization, share exchange, consolidation, amalgamation, business combination, recapitalization, liquidation, dissolution, joint venture, partnership, alliance any Competing Proposal or similar transaction involving it, or any purchase or sale of the consolidated assets (including without limitation stock of Subsidiaries) of SCB and its Subsidiaries, taken as a whole, having an aggregate value equal to 25% or more of the market capitalization of SCB, or any purchase or sale of, or tender or exchange offer for, 25% or more of the equity securities of SCB (being hereinafter referred to as an "Acquisition Proposal"). SCB further agrees that neither it nor any of its Subsidiaries nor any of the officers and directors of it or its Subsidiaries shall, and that it shall 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, have any discussion otherwise cooperate with or provide assist or participate in or facilitate any information such discussions or data to any Person relating to an Acquisition Proposal, negotiations or 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 any Competing Proposal. Notwithstanding anything in this Agreement to the contrary, SCB and SCB's board of directors shall be permitted to the extent applicable, comply with Rule 14d-9 and Rule 14e-2 promulgated under the Exchange Act with regard to an Acquisition Proposal, with applicable case law, and with applicable fiduciary responsibilities. SCB shall notify CIBER promptly of any and all inquiries, proposals or offers received by, any such information requested from, or any discussions or negotiations sought to be initiated with, any of its representatives with regard to an Acquisition Proposal, indicating the name of the parties involved and the material terms and conditions of any inquiries, proposals or offers. Nothing in this Agreement shall prohibit the SCB Board from engaging in the activities described above with respect to any person who has submitted on an unsolicited basis to SCB (i) an Acquisition Proposal believed by the SCB Board in good faith to be bona fide or (ii) an expression of interest believed by the SCB Board in good faith to be bona fide indicating such person's desire to pursue the possibility of making an Acquisition Proposal on terms believed by the SCB Board to be financially superior to the Merger (a "Superior Proposal") and, in either such case:.

Acquisition Proposals. SCB agrees that neither it nor any (a) From the date of this Agreement until the termination hereof, Seagull and its Subsidiaries nor any of the officers and directors of it or its Subsidiaries shallwill not, and that it shall use its reasonable best efforts to will cause its and its Subsidiaries' employeestheir respective officers, directors, employees or other agents and representatives (including any investment banker, attorney or accountant retained by it or any of its Subsidiaries) not to, directly or indirectly, initiate, (i) take any action to solicit, initiate or encourage any Seagull Acquisition Proposal (as hereinafter defined) or facilitate (including by way ii) engage in negotiations with, or disclose any nonpublic information relating to Seagull or its Subsidiaries, respectively, or afford access to their respective properties, books or records to any person that may be considering making, or has made, a Seagull Acquisition Proposal. Nothing contained in this Section 7.2(a) shall prohibit Seagull and its Board of furnishing informationDirectors from (i) any inquiries or the making of any proposal or offer taking and disclosing a position with respect to a tender offer by a third party pursuant to Rules 14d-9 and 14e-2(a) promulgated by the SEC under the Exchange Act, or (ii) furnishing information, including without limitation nonpublic information to, or entering into negotiations with, any person or entity that has indicated its willingness to make an unsolicited bona fide proposal to acquire Seagull pursuant to a merger, reorganizationconsolidation, share exchange, consolidation, amalgamationpurchase of a substantial portion of the assets, business combinationcombination or other similar transaction, recapitalizationif, liquidationand only to the extent that, dissolution(A) such unsolicited bona fide proposal relating to a Seagull Acquisition Proposal is made by a third party that the Board of Directors of Seagull determines in good faith that the third party has the good faith intent to proceed with negotiations to consider, joint ventureand financial capability to consummate, partnershipsuch Seagull Acquisition Proposal, alliance or similar transaction involving it(B) the Board of Directors of Seagull, after duly considering the written advice of outside legal counsel to Seagull, determines in good faith that such action is required for the Board of Directors of Seagull to comply with its fiduciary duties to stockholders imposed by applicable law, (C) contemporaneously with furnishing such information to, or any purchase entering into discussions or sale negotiations with, such person or entity Seagull provides written notice to OEI to the effect that it is furnishing information to, or entering into discussions or negotiations with, such person or entity and (D) Seagull uses all reasonable efforts to keep OEI informed in all material respects of the consolidated assets status and terms of any such negotiations or discussions (including without limitation stock of Subsidiaries) of SCB and its Subsidiaries, taken as a whole, having an aggregate value equal to 25% or more the identity of the market capitalization person or entity with whom such negotiations or discussions are being held) and provides OEI copies of SCBsuch written proposals and any amendments or revisions thereto or correspondence related thereto; provided, or any purchase or sale ofthat OEI agrees to execute a confidentiality agreement, or tender or exchange offer forin form reasonably acceptable to it, 25% or more of the equity securities of SCB (being hereinafter referred to as an "Acquisition Proposal"). SCB further agrees that neither it nor any of its Subsidiaries nor any of the officers and directors of it or its Subsidiaries shall, and that it shall 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, have any discussion with or provide any information or data to any Person relating to an Acquisition Proposal, or 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. Notwithstanding anything in this Agreement to the contrary, SCB and SCB's board of directors shall be permitted to the extent applicable, comply with Rule 14d-9 and Rule 14e-2 promulgated under the Exchange Act with regard to an Acquisition Proposal, with applicable case law, and with applicable fiduciary responsibilities. SCB shall notify CIBER promptly of any and all inquiries, proposals or offers received by, any such information requested from, or any discussions or negotiations sought to be initiated with, any of its representatives with regard to an Acquisition Proposal, indicating the name of the parties involved and the material terms and conditions of any inquiries, proposals or offers. Nothing in this Agreement shall prohibit the SCB Board from engaging in the activities described above with respect to any person who has submitted on an unsolicited basis such information delivered to SCB OEI pursuant to this clause (i) an Acquisition Proposal believed by the SCB Board in good faith D), which confidentiality agreement shall be subject to be bona fide OEI's disclosure obligations arising under applicable law or (ii) an expression of interest believed by the SCB Board in good faith to be bona fide indicating such person's desire to pursue the possibility of making an Acquisition Proposal on terms believed by the SCB Board to be financially superior to the Merger (a securities exchange regulations. The term "Superior Proposal") and, in either such case:

Acquisition Proposals. SCB agrees that neither it nor any of The Company, its Subsidiaries nor any of the officers subsidiaries and directors of it or its Subsidiaries shalltheir affiliates will not, and that it shall the Company, its subsidiaries and their affiliates will use its their reasonable best efforts to cause its and its Subsidiaries' ensure that their respective officers, directors, employees, investment bankers, attorneys, accountants and other representatives and agents and representatives (including any investment banker, attorney or accountant retained by it or any of its Subsidiaries) not todo not, directly or indirectly, initiate, solicit, encourage or facilitate (including by way of furnishing information) participate in negotiations or discussions relating to, or provide any inquiries or the making of information to any proposal or offer with respect to a mergernatural person, reorganization, share exchange, consolidation, amalgamation, business combination, recapitalization, liquidation, dissolution, joint venturecorporation, partnership, alliance limited liability company or similar transaction involving itentity (each, a "PERSON") concerning, or take any action to facilitate the making of, any offer or proposal which constitutes or is reasonably likely to lead to any Acquisition Proposal (as defined below) relating to the Company, its subsidiaries or any affiliate, or any purchase inquiry with respect thereto, or sale agree to approve or recommend any Acquisition Proposal; provided, however, that if at any time prior to the Effective Time, in the opinion of the consolidated assets (including without limitation stock of Subsidiaries) of SCB and its Subsidiaries, taken as a whole, having an aggregate value equal to 25% or more Special Committee of the market capitalization Board of SCBDirectors after consultation with its counsel, or any purchase or sale of, or tender or exchange offer for, 25% or more of the equity securities of SCB (being hereinafter referred failure to as an "Acquisition Proposal"). SCB further agrees that neither it nor any of its Subsidiaries nor take any of the officers and directors foregoing actions described in this Section 6.1 would be inconsistent with the fiduciary duties of it or its Subsidiaries shallsuch Special Committee to the Public Stockholders under applicable law, and such Special Committee may take any such action; provided, further, that it shall use its reasonable best efforts to cause its and its Subsidiaries' employees, agents and representatives (including if taking any investment banker, attorney or accountant retained by it or any of its Subsidiaries) not tosuch action involves, directly or indirectly, have any discussion with providing access and/or furnishing information concerning the Company's business, properties or provide any information or data assets to any Person relating corporation, partnership, person or other entity or group, the access and/or information shall be provided only pursuant to an appropriate confidentiality agreement. The Company (acting through the Special Committee) shall promptly notify Parent of any such offers, proposals or Acquisition Proposals (including without limitation the terms and conditions thereof and the identity of the Person making it), and will keep Parent apprised of all developments with respect to any such Acquisition Proposal, or engage in including without limitation any negotiations concerning an Acquisition Proposal, or knowingly facilitate any effort or attempt to make or implement an Acquisition Proposal or accept an Acquisition Proposalmodifications thereof. Notwithstanding anything Nothing contained in this Agreement Section 6.1 shall prohibit the Company or the Special Committee from (i) taking and disclosing to the contrary, SCB and SCBCompany's board of directors shall be permitted stockholders a position with respect to the extent applicable, comply with Rule a tender offer by a third party pursuant to Rules 14d-9 and Rule 14e-2 promulgated under the Exchange Act with regard to an Acquisition ProposalAct, with applicable case law, and with applicable fiduciary responsibilities. SCB shall notify CIBER promptly of any and all inquiries, proposals or offers received by, any such information requested from, or any discussions or negotiations sought to be initiated with, any of its representatives with regard to an Acquisition Proposal, indicating the name of the parties involved and the material terms and conditions of any inquiries, proposals or offers. Nothing in this Agreement shall prohibit the SCB Board from engaging in the activities described above with respect to any person who has submitted on an unsolicited basis to SCB (i) an Acquisition Proposal believed by the SCB Board in good faith to be bona fide or (ii) an expression of interest believed by the SCB Board in good faith to be bona fide indicating making such person's desire to pursue the possibility of making an Acquisition Proposal on terms believed by the SCB Board to be financially superior disclosure to the Merger (a "Superior Proposal") andCompany's stockholders which, in either such case:the opinion of the Special Committee, after consultation with its counsel, may be required under applicable law.

Acquisition Proposals. SCB agrees that neither it nor any of its Subsidiaries nor any of the officers and directors of it or its Subsidiaries shall, and that it shall use its reasonable best efforts to cause its (a) The Company and its Subsidiaries' employees, agents and representatives (including any including, without limitation, its investment bankerbankers and attorneys) may, attorney or accountant retained by it or any of its Subsidiariesuntil January 10, 2003, (i) not to, directly or indirectly, initiate, solicit, encourage or facilitate (including by way of furnishing information) any inquiries or the making of any Acquisition Proposal or furnish information with respect to the Company to any person for purposes of soliciting an Acquisition Proposal from such person pursuant to a 18 confidentiality agreement entered into between such person and the Company in form and substance reasonably satisfactory to the Company, and (ii) participate in discussions or negotiations regarding, and supply information relating to, an Acquisition Proposal (as hereinafter defined) that may, in the Evaluation Committee's sole discretion, lead to a Superior Acquisition Proposal. After January 10, 2003 and until the date of the mailing by the Company to the stockholders of the definitive Proxy Statement relating to the Merger, the Company and its employees, agents and representatives (including, without limitation, its investment bankers and attorneys) may no longer initiate discussions and may only engage in the other conduct described in clauses (i) and (ii) above with those persons who were contacted on or prior to January 10, 2003 and who indicate, in the Evaluation Committee's sole discretion, substantial interest in making an Acquisition Proposal that the Evaluation Committee reasonably believes could constitute a Superior Acquisition Proposal. From and after the date of mailing of the definitive Proxy Statement, the Company and its employees, agents and representatives (including, without limitation, its investment bankers and attorneys) shall not be permitted to take any action or engage in any activities described in clause (i) above and shall, and shall direct or cause its and its employees, agents and representatives (including, without limitation, its investment bankers and attorneys) to, immediately cease and cause to be terminated any discussions or negotiations with any parties that may be ongoing with respect to any Acquisition Proposal, except for discussions and negotiations regarding, and supplying information relating to, an Acquisition Proposal by any person who indicates, in the Evaluation Committee's sole discretion, substantial interest in making a Superior Acquisition Proposal. Notwithstanding the foregoing, in response to an indication of interest that is not solicited in violation of this Section 6.10, the Company and its employees, agents and representatives (including, without limitation, its investment bankers and attorneys) may, at any and all times prior to the Effective Time, participate in discussions or negotiations regarding, and supply information relating to, an Acquisition Proposal (as hereinafter defined) that may, in the Evaluation Committee's sole discretion, lead to a Superior Acquisition Proposal. For purposes of this Agreement, an "Acquisition Proposal" means any inquiry, proposal or offer with respect from any person relating to a any direct or indirect acquisition (by purchase, merger, reorganization, share exchange, consolidation, amalgamation, business combination, recapitalization, distribution, liquidation, dissolution, joint venture, partnership, alliance dissolution or similar transaction involving it, or any purchase or sale of the consolidated assets (including without limitation stock of Subsidiariesotherwise) of SCB and its Subsidiaries, taken as (x) a whole, having an aggregate value equal to 25business that constitutes 15% or more of the market capitalization net revenues, net income or the assets of SCBthe Company or any Subsidiary, or any purchase or sale of, or tender or exchange offer for, 25(y) 15% or more of the any class of equity securities of SCB the Company or any Subsidiary, (being hereinafter referred b) relating to as an any tender offer or exchange offer that if consummated would result in any person beneficially owning 15% or more of any class of equity securities of the Company or any Subsidiary, in each case, other than the transactions contemplated by this Agreement. For purposes of this Agreement, a "Superior Acquisition Proposal"). SCB further agrees that neither it nor " means any Acquisition Proposal which (i) the Company's Board of its Subsidiaries nor any Directors, acting upon the recommendation of the officers Evaluation Committee, determines in good faith is reasonably likely to be consummated, taking into account the person making the proposal and directors all legal, financial, regulatory and other aspects of it or its Subsidiaries shall, and that it shall 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, have any discussion with or provide any information or data to any Person relating to an the Acquisition Proposal, and (ii) the Company's Board of Directors or 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. Notwithstanding anything in this Agreement to the contrary, SCB and SCB's board of directors shall be permitted to the extent applicable, comply with Rule 14d-9 and Rule 14e-2 promulgated under the Exchange Act with regard to an Acquisition Proposal, with applicable case law, and with applicable fiduciary responsibilities. SCB shall notify CIBER promptly of any and all inquiries, proposals or offers received by, any such information requested from, or any discussions or negotiations sought to be initiated with, any of Evaluation Committee acting on its representatives with regard to an Acquisition Proposal, indicating the name of the parties involved and the material terms and conditions of any inquiries, proposals or offers. Nothing in this Agreement shall prohibit the SCB Board from engaging in the activities described above with respect to any person who has submitted on an unsolicited basis to SCB (i) an Acquisition Proposal believed by the SCB Board behalf believes in good faith to be bona fide or (iiafter consultation with and based upon the advice of its Financial Advisor) an expression of interest believed by the SCB Board in good faith to be bona fide indicating such person's desire to pursue the possibility of making an Acquisition Proposal on terms believed by the SCB Board to be financially superior would, if consummated, provide greater value to the Merger Company's stockholders than the transaction contemplated by this Agreement (a "Superior Proposal"taking into account any payment pursuant to 6.06(b) and, in either such case:that may result).

Acquisition Proposals. SCB agrees that (a) The Company shall immediately cease and cause to be terminated any discussions or negotiations pending as of the date hereof regarding any Acquisition Proposal and shall instruct the Person who made such Acquisition Proposal to return to the Company or to destroy any confidential information provided by the Company to such Person in connection with such Acquisition Proposal. The Company shall promptly (and, in any event, within twenty-four (24) hours) notify Parent if any Acquisition Proposal is received by the Company (which notification shall include the name of the Person making such Acquisition Proposal and the material terms and conditions thereof) and shall thereafter keep Parent reasonably informed on a current basis of any material change to the terms of such Acquisition Proposal. Subject to the following sentence, neither it the Company nor its Subsidiary nor any of its Subsidiaries nor any of the their respective officers and or directors of it or its Subsidiaries shall, and that it the Company shall instruct and use its reasonable best efforts to cause its and its Subsidiaries' Subsidiary's employees, agents investment bankers, attorneys, accountants and other advisors or representatives (including any such officers, directors, employees, investment bankerbankers, attorney attorneys, accountants and other advisors or accountant retained by it or any of its Subsidiariesrepresentatives, collectively, “Representatives”) not to, directly or indirectly, (i) initiate, solicit, solicit or knowingly encourage or facilitate (including by way of furnishing information) any inquiries or the making of any proposal or offer with respect to a merger, reorganization, share exchange, consolidation, amalgamation, business combination, recapitalization, liquidation, dissolution, joint venture, partnership, alliance or similar transaction involving it, or any purchase or sale of the consolidated assets (including without limitation stock of Subsidiaries) of SCB and its Subsidiaries, taken as a whole, having an aggregate value equal to 25% or more of the market capitalization of SCB, or any purchase or sale of, or tender or exchange offer for, 25% or more of the equity securities of SCB (being hereinafter referred to as an "Acquisition Proposal"). SCB further agrees that neither it nor any of its Subsidiaries nor any of the officers and directors of it or its Subsidiaries shall, and that it shall 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, have any discussion with or provide any information or data to any Person relating to constitutes an Acquisition Proposal, or (ii) engage in any discussions or negotiations concerning regarding, or provide any non-public information to any Person in connection with, any Acquisition Proposal, except to notify such Person of the existence of this Section 5.2. Notwithstanding anything to the contrary set forth in this Agreement, prior to the Acceptance Time the Company may (A) provide non-public information in response to a request therefor by a Person who has made an unsolicited written Acquisition Proposal; and/or (B) engage in any discussions or negotiations with any Person who has made such an Acquisition Proposal, if prior to taking any action described in clause (A) or knowingly facilitate (B), (x) the Company receives from such Person an executed confidentiality agreement containing nondisclosure provisions that are substantially similar to those contained in the Confidentiality Agreement, dated September 29, 2011, between Parent and the Company (the “Confidentiality Agreement”) (it being understood that such confidentiality agreement need not contain any effort “standstill” provisions or attempt to make otherwise prohibit the making or implement an amendment of any Acquisition Proposal), (y) the Company Board determines in good faith after consultation with its outside legal counsel and its financial advisor that such Acquisition Proposal either constitutes a Superior Proposal or accept an Acquisition could reasonably be expected to result in a Superior Proposal. Notwithstanding anything , and (z) the Company Board determines in this Agreement good faith after consultation with its outside legal counsel that the failure to take such action would be inconsistent with the Company Board’s fiduciary obligations to the contrary, SCB and SCB's board of directors shall be permitted to the extent applicable, comply with Rule 14d-9 and Rule 14e-2 promulgated Company’s stockholders under the Exchange Act with regard to an Acquisition Proposal, with applicable case law, and with applicable fiduciary responsibilitiesLaw. SCB shall notify CIBER promptly of any and all inquiries, proposals or offers received by, any such information requested from, or any discussions or negotiations sought to be initiated with, any of its representatives with regard to an Acquisition Proposal, indicating the name of the parties involved and the material terms and conditions of any inquiries, proposals or offers. Nothing in this Agreement shall prohibit the SCB Board from engaging in the activities described above with With respect to any person who has submitted non-public information regarding the Company provided to any other Person that was not previously provided to Parent, the Company shall provide such non-public information to Parent substantially simultaneously with the provision of such information to such other Person. The Company shall keep Parent reasonably informed on an unsolicited a current basis to SCB (i) an of the status and terms of any Acquisition Proposal believed (including any material changes to the key terms thereof) and the general status of any discussions and negotiations with respect thereto. In addition, during the period from the date of this Agreement through the Acceptance Time, the Company shall not terminate, amend, modify or waive any provision of any confidentiality, “standstill” or similar agreement entered into by the SCB Company or its Subsidiary prior to the date of this Agreement, unless the Company Board determines in good faith after consultation with its outside legal counsel that the failure to take such action would be bona fide or (ii) an expression of interest believed by inconsistent with the SCB Board in good faith to be bona fide indicating such person's desire to pursue the possibility of making an Acquisition Proposal on terms believed by the SCB Board to be financially superior Company Board’s fiduciary obligations to the Merger (a "Superior Proposal") and, in either such case:Company’s stockholders under applicable Law.

Acquisition Proposals. SCB agrees that neither it (a) HCI shall not, nor shall HCI authorize or permit any of its Subsidiaries nor any of the officers and directors of it officer, director or its Subsidiaries shallemployee of, and that it shall use its reasonable best efforts to cause its and its Subsidiaries' employees, agents and representatives (including any or investment banker, attorney or accountant retained by it other advisor or representative or agent of, HCI or any of its Subsidiaries) not HCI Subsidiary to, directly or indirectly, initiate, (i) solicit, initiate or 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 intended to facilitate (including by way of furnishing information) any inquiries or the making of any proposal or offer with respect to a merger, reorganization, share exchange, consolidation, amalgamation, business combination, recapitalization, liquidation, dissolution, joint venture, partnership, alliance or similar transaction involving itthat constitutes, or may reasonably be expected to lead to, any purchase or sale Acquisition Proposal; provided, however, that nothing contained in this Section 7.2(a) shall prohibit HCI's Board of the consolidated assets Directors (including without limitation stock of Subsidiaries) of SCB and its Subsidiaries, taken as a whole, having an aggregate value equal to 25% or more of the market capitalization of SCBauthorized representatives) from furnishing information to, or entering into discussions or negotiations with, any purchase person or sale of, or tender or exchange offer for, 25% or more of the equity securities of SCB (being hereinafter referred to as entity that makes an "unsolicited Acquisition Proposal"). SCB further agrees that neither it nor any of its Subsidiaries nor any of the officers and directors of it or its Subsidiaries shallProposal if, and only to the extent that (A) HCI's Board of Directors, after consultation with and based on the written opinion of outside legal counsel, determines in good faith that in order for such HCI's Board of Directors to comply with its fiduciary duties to stockholders under Applicable Law it shall use its reasonable best efforts should take such action, (B) prior to cause its and its Subsidiaries' employeestaking such action, agents and representatives (including any investment banker, attorney HCI receives from such person or accountant retained by it or any of its Subsidiaries) not to, directly or indirectly, have any discussion with or provide any information or data to any Person entity an executed agreement in reasonably customary form relating to an Acquisition Proposalthe confidentiality of information to be provided to such person or entity, or engage in any negotiations concerning an Acquisition Proposal, or knowingly facilitate any effort or attempt to make or implement an and (C) the Acquisition Proposal or accept contains an Acquisition Proposaloffer of consideration that is superior to the consideration represented by the Exchange Ratio. Notwithstanding anything in this Agreement to the contrary, SCB HCI shall (i) promptly advise Rent-Way orally and SCB's board in writing of directors shall be permitted (A) the receipt by it (or any of the other entities or other persons referred to above) after the extent applicable, comply with Rule 14d-9 and Rule 14e-2 promulgated under the Exchange Act with regard to an date hereof of any Acquisition Proposal, with applicable case law, and with applicable fiduciary responsibilities. SCB shall notify CIBER promptly of any and all inquiries, proposals or offers received by, any such information requested from, or any discussions or negotiations sought inquiry which could reasonably be expected to be initiated with, lead to any of its representatives with regard to an Acquisition Proposal, indicating the name of the parties involved and (B) the material terms and conditions of any inquiries, proposals or offers. Nothing in this Agreement shall prohibit the SCB Board from engaging in the activities described above with respect to any person who has submitted on an unsolicited basis to SCB (i) an such Acquisition Proposal believed by or inquiry and (C) the SCB Board in good faith to be bona fide identity of the person making any such Acquisition Proposal or inquiry, (ii) an expression keep Rent-Way reasonably informed of interest believed the status and details of any such Acquisition Proposal or inquiry, and (iii) negotiate with Rent-Way to make such adjustments in the terms and conditions of this Agreement as would enable HCI to proceed with the transactions contemplated herein. Without limiting the foregoing, it is understood that any violation of the restrictions set forth in the first sentence of this Section 7.2 by any officer, director or employee of HCI or the SCB Board in good faith HCI Subsidiaries or any investment banker, attorney or other advisor, representative or agent of HCI or the HCI Subsidiaries, whether or not such person is purporting to act on behalf of HCI or otherwise, shall be deemed to be bona fide indicating such person's desire to pursue the possibility a breach of making an Acquisition Proposal on terms believed by the SCB Board to be financially superior to the Merger (a "Superior Proposal") and, in either such case:this Section 7.2

Acquisition Proposals. SCB agrees that neither it nor any of its Subsidiaries nor any of the officers and directors of it or its Subsidiaries (a) Neither Party shall, and that it nor shall use its reasonable best efforts to cause its and its Subsidiaries' employeesthey authorize or permit any officer, agents and representatives (including any director or employee of, or investment banker, attorney or accountant retained by it other advisor or representative or agent of, such Party or any subsidiary of its Subsidiaries) not such Party to, directly or indirectly, initiate, (i) solicit, initiate or 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 (including by way of furnishing information) any inquiries or the making of any proposal or offer with respect to a merger, reorganization, share exchange, consolidation, amalgamation, business combination, recapitalization, liquidation, dissolution, joint venture, partnership, alliance or similar transaction involving itthat constitutes, or may reasonably be expected to lead to, any purchase or sale Acquisition Proposal; provided, however, that nothing -------- ------- contained in this Section 7.2(a) shall prohibit either Party's Board of the consolidated assets Directors (including without limitation stock of Subsidiaries) of SCB and its Subsidiaries, taken as a whole, having an aggregate value equal to 25% or more of the market capitalization of SCBauthorized representatives) from furnishing information to, or entering into discussions or negotiations with, any purchase person or sale of, or tender or exchange offer for, 25% or more of the equity securities of SCB (being hereinafter referred to as entity that makes an "unsolicited Acquisition Proposal"). SCB further agrees that neither it nor any of its Subsidiaries nor any of the officers and directors of it or its Subsidiaries shallProposal if, and only to the extent that (A) such Party's Board of Directors, after consultation with and based on the written opinion of outside legal counsel, determines in good faith that in order for such Party's Board of Directors to comply with its fiduciary duties to stockholders under Applicable Law it shall use its reasonable best efforts should take such action, (B) prior to cause its and its Subsidiaries' employeestaking such action, agents and representatives (including any investment banker, attorney such Party receives from such person or accountant retained by it or any of its Subsidiaries) not to, directly or indirectly, have any discussion with or provide any information or data to any Person entity an executed agreement in reasonably customary form relating to an Acquisition Proposalthe confidentiality of information to be provided to such person or entity, or engage in any negotiations concerning an Acquisition Proposal, or knowingly facilitate any effort or attempt to make or implement an and (C) the Acquisition Proposal or accept contains an Acquisition Proposaloffer of consideration that is superior to the consideration represented by the Exchange Ratio. Notwithstanding anything in this Agreement to the contrary, SCB each Party shall (i) promptly advise the other Party orally and SCB's board in writing of directors shall be permitted (A) the receipt by it (or any of the other entities or other persons referred to above) after the extent applicable, comply with Rule 14d-9 and Rule 14e-2 promulgated under the Exchange Act with regard to an date hereof of any Acquisition Proposal, with applicable case law, and with applicable fiduciary responsibilities. SCB shall notify CIBER promptly of any and all inquiries, proposals or offers received by, any such information requested from, or any discussions or negotiations sought inquiry which could reasonably be expected to be initiated with, lead to any of its representatives with regard to an Acquisition Proposal, indicating the name of the parties involved and (B) the material terms and conditions of any inquiries, proposals or offers. Nothing in this Agreement shall prohibit the SCB Board from engaging in the activities described above with respect to any person who has submitted on an unsolicited basis to SCB (i) an such Acquisition Proposal believed by or inquiry and (C) the SCB Board in good faith to be bona fide identity of the person making any such Acquisition Proposal or inquiry, (ii) an expression keep the other Party reasonably informed of interest believed the status and details of any such Acquisition Proposal or inquiry, and (iii) negotiate with the other Party to make such adjustments in the terms and conditions of this Agreement as would enable such Party to proceed with the transactions contemplated herein; provided, however, that nothing -------- ------- in this Section 7.2(a) shall require that such Party negotiate exclusively with the other Party. Without limiting the foregoing, it is understood that any violation of the restrictions set forth in the first sentence of this Section 7.2 by the SCB Board in good faith any officer, director or employee of either Party or its subsidiaries or any investment banker, attorney or other advisor, representative or agent of such Party or its subsidiaries, whether or not such person is purporting to act on behalf of such Party or otherwise, shall be deemed to be bona fide indicating a breach of this Section 7.2 by such person's desire to pursue the possibility Party. For purposes of making an Acquisition Proposal on terms believed by the SCB Board to be financially superior to the Merger (a this Agreement, "Superior Proposal") and, in either such case:

Acquisition Proposals. SCB agrees that neither it nor From and after the date hereof and continuing until the earlier of a) the Closing pursuant to Section 9.01, or b) the termination of this Agreement pursuant to Section 11.01, Commerce will not, directly or indirectly, through any of its Subsidiaries nor Officers, Directors, agents or advisors, (i) solicit or initiate or knowingly encourage, including by means of furnishing information, any proposals, offers or inquiries from any person relating to any acquisition or purchase of the officers and outstanding shares of any class of voting securities of, or 20% or more of the assets or deposits of, Commerce or Commerce Bank, or any merger, tender or exchange offer, consolidation or business combination involving, Commerce or Commerce Bank (an "Acquisition Proposal") or (ii) unless the Board of directors of it Commerce determines in good faith that such action is required for that Board to fulfill the Board's fiduciary duties and obligations to the Commerce shareholders under Delaware law as advised by counsel to Commerce and Commerce gives prior notice to Second of such action (in which event Commerce may furnish information), engage in negotiations with or its Subsidiaries disclose any nonpublic information relating to Commerce or Commerce Bank or afford access to the Commerce Real Properties, or the books or records of Commerce or Commerce Bank to any person that may be considering or has made an Acquisition Proposal. Commerce shall promptly (within 24 hours) notify Second, orally and in writing, if any such proposal, offer, inquiry or contact is made and shall, in any such notice, indicate the identity and that it terms and conditions of any proposal or offer, or any such inquiry or contact. Commerce shall immediately cease and cause to be terminated any activities, discussions or negotiations conducted prior to the date of this Agreement with any parties other than Second with respect to any Acquisition Proposal and shall use its reasonable best efforts to cause its and its Subsidiaries' employees, agents and representatives (including enforce any investment banker, attorney or accountant retained by it or any of its Subsidiaries) not to, directly or indirectly, initiate, solicit, encourage or facilitate (including by way of furnishing information) any inquiries or the making of any proposal or offer with respect to a merger, reorganization, share exchange, consolidation, amalgamation, business combination, recapitalization, liquidation, dissolution, joint venture, partnership, alliance confidentiality or similar transaction involving it, or any purchase or sale of the consolidated assets (including without limitation stock of Subsidiaries) of SCB and its Subsidiaries, taken as a whole, having an aggregate value equal to 25% or more of the market capitalization of SCB, or any purchase or sale of, or tender or exchange offer for, 25% or more of the equity securities of SCB (being hereinafter referred to as an "Acquisition Proposal"). SCB further agrees that neither it nor any of its Subsidiaries nor any of the officers and directors of it or its Subsidiaries shall, and that it shall 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, have any discussion with or provide any information or data to any Person agreement relating to an Acquisition Proposal, or 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. Notwithstanding anything in this Agreement to the contrary, SCB and SCB's board of directors shall be permitted to the extent applicable, comply with Rule 14d-9 and Rule 14e-2 promulgated under the Exchange Act with regard to an Acquisition Proposal, with applicable case law, and with applicable fiduciary responsibilities. SCB shall notify CIBER promptly of any and all inquiries, proposals or offers received by, any such information requested from, or any discussions or negotiations sought to be initiated with, any of its representatives with regard to an Acquisition Proposal, indicating the name of the parties involved and the material terms and conditions of any inquiries, proposals or offers. Nothing in this Agreement shall prohibit the SCB Board from engaging in the activities described above with respect to any person who has submitted on an unsolicited basis to SCB (i) an Acquisition Proposal believed by the SCB Board in good faith to be bona fide or (ii) an expression of interest believed by the SCB Board in good faith to be bona fide indicating such person's desire to pursue the possibility of making an Acquisition Proposal on terms believed by the SCB Board to be financially superior to the Merger (a "Superior Proposal") and, in either such case:.

Acquisition Proposals. SCB agrees that neither it nor any of its Subsidiaries nor any of the officers and directors of it or its Subsidiaries shall(a) The Company will not, and that it shall use direct its reasonable best efforts to cause its and its Subsidiaries' directors, officers, employees, agents and representatives (including any advisor, investment banker, attorney or accountant retained by it or any of its Subsidiariesit) ("Representatives") not to, directly or indirectly, initiate, solicit, encourage or facilitate (including by way of furnishing informationnon-public information or assistance) or take any other action intended to facilitate any inquiries or the making of any proposal or offer with respect to a merger, reorganization, share exchange, consolidation, amalgamation, business combination, recapitalization, liquidation, dissolution, joint venture, partnership, alliance or similar transaction involving itan Acquisition Proposal (as defined below), or engage in any purchase or sale of the consolidated assets (including without limitation stock of Subsidiaries) of SCB and its Subsidiariesnegotiations concerning, taken as a whole, having an aggregate value equal to 25% or more of the market capitalization of SCB, or any purchase or sale of, or tender or exchange offer for, 25% or more of the equity securities of SCB (being hereinafter referred to as an "Acquisition Proposal"). SCB further agrees that neither it nor any of its Subsidiaries nor any of the officers and directors of it or its Subsidiaries shall, and that it shall 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, have any discussion with or provide any confidential information or data to to, or have any discussions with, any Person relating to an Acquisition Proposal, whether made before or engage in any negotiations concerning an Acquisition Proposalafter the date of this Agreement, or knowingly otherwise facilitate any effort or attempt to make or implement an Acquisition Proposal Proposal; PROVIDED, HOWEVER, that the Company may, and may authorize and permit its employees, agents and Representatives to, furnish or accept an Acquisition Proposal. Notwithstanding anything cause to be furnished confidential information and may participate in such negotiations and discussions or take any other action otherwise prohibited by this Agreement Section 4.3(a) with any Person (unless such other action is subject to the contraryrestrictions of Section 4.3(b), SCB and SCB's board of directors in which case such other action shall only be permitted in accordance with such restrictions) that, after the date hereof, makes an unsolicited written Acquisition Proposal if and only to the extent applicable, that (A) the Company Board determines in good faith (after having consulted with outside legal counsel and the Special Committee) that such action is necessary in order for its directors to comply with Rule 14d-9 their fiduciary duties under Applicable Law; (B) prior to taking such action, the Company (x) provides notice to Parent to the effect that it intends to take such action and (y) receives from such Person an executed confidentiality agreement containing terms reasonably acceptable to the Special Committee and (C) such action is taken prior to receipt of the Company Requisite Vote. 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 shall not terminate, amend, modify or waive any provision of any confidentiality or standstill agreement related to an Acquisition Proposal to which it is a party. Notwithstanding the foregoing, nothing contained herein shall prevent the Company from complying with Rule 14e-2 promulgated under the Exchange Act with regard to an Acquisition Proposal, with applicable case law, and with applicable fiduciary responsibilities. SCB shall notify CIBER promptly of any and all inquiries, proposals or offers received by, any such information requested from, or any discussions or negotiations sought to be initiated with, any of its representatives with regard to an Acquisition Proposal, indicating the name of the parties involved and the material terms and conditions of any inquiries, proposals or offers. Nothing in this Agreement shall prohibit the SCB Board from engaging in the activities described above with respect to any person who has submitted on an unsolicited basis to SCB (i) an Acquisition Proposal believed by the SCB Board in good faith to be bona fide or (ii) an expression of interest believed by the SCB Board in good faith to be bona fide indicating such person's desire to pursue the possibility of making an Acquisition Proposal on terms believed by the SCB Board to be financially superior to the Merger (a "Superior Proposal") and, in either such case:.

Acquisition Proposals. SCB agrees that neither it nor any (a) During the period (the “Go-Shop Period”) commencing on the date of this Agreement and continuing until 11:59 p.m. (New York Time) on December 10, 2015 (the day on which the Go-Shop Period ends, the “No-Shop Period Start Date”), the Company and its Subsidiaries nor any of the and their respective directors, officers and directors of it or its Subsidiaries shall, and that it shall use its reasonable best efforts to cause its and its Subsidiaries' other employees, agents and representatives (including controlled affiliates, or any investment banker, attorney attorney, accountant or accountant other agent or representative retained by it or any of its Subsidiariesthem (collectively, “Representatives”) not to, directly or indirectly, shall have the right to (i) initiate, solicit, solicit and encourage or facilitate (including by way of furnishing information) any inquiries inquiry or the making of any proposal or offer with respect to a merger, reorganization, share exchange, consolidation, amalgamation, business combination, recapitalization, liquidation, dissolution, joint venture, partnership, alliance or similar transaction involving it, or any purchase or sale of the consolidated assets (including without limitation stock of Subsidiaries) of SCB and its Subsidiaries, taken as a whole, having an aggregate value equal to 25% or more of the market capitalization of SCB, or any purchase or sale of, or tender or exchange offer for, 25% or more of the equity securities of SCB (being hereinafter referred to as an "Acquisition Proposal"). SCB further agrees that neither it nor any of its Subsidiaries nor any of the officers and directors of it or its Subsidiaries shall, and that it shall 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, have any discussion with or provide any information or data to any Person relating to constitutes an Acquisition Proposal, including by providing information (including non-public information and data) regarding, and affording access to the business, properties, assets, books, records and personnel of, the Company and its Subsidiaries to any Person pursuant to (x) a confidentiality agreement entered into by such Person containing confidentiality terms that are no more favorable in the aggregate to such Person than those contained in the Confidentiality Agreement, except with regard to standstill provisions (unless the Company offers to amend the Confidentiality Agreement to reflect such more favorable terms), or engage (y) to the extent applicable, the confidentiality agreement entered into with such Person prior to the date of this Agreement (any such confidentiality agreement, an “Acceptable Confidentiality Agreement”); provided that the Company shall promptly (and in any event within 24 hours) make available to Parent any non-public information concerning the Company or its Subsidiaries that is provided to any Person given such access that was not previously made available to the Parent, and (ii) engage in, enter into or otherwise participate in any discussions or negotiations concerning an with any Persons or group of Persons with respect to any Acquisition ProposalProposals and cooperate with or assist or participate in or facilitate any such inquiries, proposals, discussions or knowingly facilitate negotiations or any effort or attempt to make any Acquisition Proposals. No later than one (1) Business Day after the No-Shop Period Start Date, the Company shall notify Parent in writing of the identity of each Person or implement an group of Persons from whom the Company received a written Acquisition Proposal or accept an Acquisition Proposal. Notwithstanding anything in after the execution of this Agreement and prior to the contrary, SCB No-Shop Period Start Date and SCB's board provide to Parent (x) a copy of directors shall be permitted any Acquisition Proposal made in writing and any other written material terms or proposals provided (including financing commitments) to the extent applicable, comply with Rule 14d-9 and Rule 14e-2 promulgated under the Exchange Act with regard to an Acquisition Proposal, with applicable case law, and with applicable fiduciary responsibilities. SCB shall notify CIBER promptly of any and all inquiries, proposals Company or offers received by, any such information requested from, or any discussions or negotiations sought to be initiated with, any of its representatives with regard to an Acquisition ProposalSubsidiaries, indicating (y) the name identity of the parties involved Person or Persons making such Acquisition Proposal and (z) a written summary of the material terms and conditions of any inquiries, proposals or offers. Nothing in this Agreement shall prohibit the SCB Board from engaging in the activities described above with respect to any person who has submitted on an unsolicited basis to SCB (i) an Acquisition Proposal believed by the SCB Board not made in good faith to be bona fide writing (including any terms proposed orally or (ii) an expression of interest believed by the SCB Board in good faith to be bona fide indicating such person's desire to pursue the possibility of making an Acquisition Proposal on terms believed by the SCB Board to be financially superior to the Merger (a "Superior Proposal") and, in either such case:supplementally).

Acquisition Proposals. SCB agrees (a) Notwithstanding anything to the contrary contained in this Agreement, (i) during the period beginning on the date that neither it nor any of is ninety (90) days after the date the Company Shareholder Approval is obtained and ending at the Effective Time (the “Solicitation Period”), the Company and its Subsidiaries nor any of the officers and directors of it or its Subsidiaries shalltheir respective directors, and that it shall use its reasonable best efforts to cause its and its Subsidiaries' officers, employees, agents Affiliates, investment bankers, attorneys, accountants and other advisors or representatives (including any investment bankercollectively, attorney or accountant retained by it or any of its Subsidiaries“Representatives”) not shall have the right to, directly or indirectly, (A) solicit, initiate, solicitfacilitate and encourage any Acquisition Proposals, encourage or facilitate (including by way of furnishing informationproviding access to non-public information pursuant to one or more Acceptable Confidentiality Agreements; provided, however, that any material non-public information concerning the Company or its Subsidiaries provided to any Third Party given such access shall be provided to Parent, Parent Assignee or Merger Subsidiary as promptly as reasonably practicable after it is provided to such Third Party (which requirement may be satisfied by posting such information to the Electronic Data Room); and (B) enter into, continue or otherwise participate in any inquiries discussions or the making of any proposal or offer negotiations with respect to a merger, reorganization, share exchange, consolidation, amalgamation, business combination, recapitalization, liquidation, dissolution, joint venture, partnership, alliance any Acquisition Proposal or similar transaction involving it, otherwise cooperate with or assist or participate in or facilitate any such discussions or negotiations or any purchase effort or sale of attempt to make any Acquisition Proposal and (ii) during the consolidated assets period beginning on the date hereof and ending on the date that Parent has provided to the Company Acceptable Financing Evidence (including without limitation stock of Subsidiariesthe “Qualified Bidder Solicitation Period”) of SCB (provided, that if an Acceptable Commitment Letter Default shall have occurred, then the Qualified Bidder Solicitation Period shall immediately recommence and shall end at such time as the Acceptable Commitment Letter Default shall have been cured by Parent or alternative Acceptable Financing Evidence has been provided by Parent to the Company), the Company and its Subsidiaries, taken as a whole, having an aggregate value equal to 25% or more of Representatives shall have the market capitalization of SCB, or any purchase or sale of, or tender or exchange offer for, 25% or more of the equity securities of SCB (being hereinafter referred to as an "Acquisition Proposal"). SCB further agrees that neither it nor any of its Subsidiaries nor any of the officers and directors of it or its Subsidiaries shall, and that it shall 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 right to, directly or indirectly, have (A) solicit, initiate, facilitate and encourage any discussion Acquisition Proposals from the Qualified Former Bidders, including by way of providing access to non-public information pursuant to one or more Acceptable Confidentiality Agreements with such Qualified Former Bidders or pursuant to one or more confidentiality agreements with such Qualified Former Bidders existing as of the date hereof; provided, however, that any material non-public information concerning the Company or its Subsidiaries provided to any Qualified Former Bidder shall be provided to Parent, Parent Assignee or Merger Subsidiary as promptly as reasonably practicable after it is provided to such Qualified Former Bidder (which requirement may be satisfied by posting such information to the Electronic Data Room); and (B) enter into, continue or otherwise participate in any discussions or negotiations with respect to any Acquisition Proposal from a Qualified Former Bidder or otherwise cooperate with or provide assist or participate in or facilitate any information such discussions or data to any Person relating to an Acquisition Proposal, negotiations or engage in any negotiations concerning an Acquisition Proposal, or knowingly facilitate any effort or attempt to make or implement an any Acquisition Proposal from a Qualified Former Bidder, whether or accept an not such Acquisition Proposal. Notwithstanding anything in this Agreement Proposal are submitted or provided to the contrary, SCB and SCB's board of directors shall be permitted to Company or its Representatives before or after the extent applicable, comply with Rule 14d-9 and Rule 14e-2 promulgated under the Exchange Act with regard to an Acquisition Proposal, with applicable case law, and with applicable fiduciary responsibilities. SCB shall notify CIBER promptly of any and all inquiries, proposals or offers received by, any such information requested from, or any discussions or negotiations sought to be initiated with, any of its representatives with regard to an Acquisition Proposal, indicating the name of the parties involved and the material terms and conditions of any inquiries, proposals or offers. Nothing in this Agreement shall prohibit the SCB Board from engaging in the activities described above with respect to any person who has submitted on an unsolicited basis to SCB (i) an Acquisition Proposal believed by the SCB Board in good faith to be bona fide or (ii) an expression of interest believed by the SCB Board in good faith to be bona fide indicating such person's desire to pursue the possibility of making an Acquisition Proposal on terms believed by the SCB Board to be financially superior to the Merger (a "Superior Proposal") and, in either such case:date hereof.

Acquisition Proposals. SCB agrees that neither it nor any of its Subsidiaries nor any (a) During the period (the “Go-Shop Period”) commencing on the Agreement Date and continuing until 11:59 p.m. (New York Time) on August 5, 2018 (the day following the conclusion of the Go-Shop Period, the “No-Shop Period Start Date”), the Company and the Company Subsidiaries and their respective directors, officers and directors of it or its Subsidiaries shall, and that it shall use its reasonable best efforts to cause its and its Subsidiaries' other employees, agents and representatives (including controlled affiliates, or any investment banker, attorney financial advisor, attorney, accountant or accountant other agent or representative retained by it or any of its Subsidiariesthem (collectively, “Representatives”) not to, directly or indirectlyshall have the right to (i) solicit, initiate, solicitcause or induce the making, encourage submission or announcement of, or knowingly encourage, facilitate (including by way of furnishing information) or assist any inquiries inquiry or the making of any proposal or offer with respect to a mergerthat constitutes, reorganization, share exchange, consolidation, amalgamation, business combination, recapitalization, liquidation, dissolution, joint venture, partnership, alliance or similar transaction involving itcould constitute, or any purchase or sale of the consolidated assets (including without limitation stock of Subsidiaries) of SCB and its Subsidiaries, taken as a whole, having an aggregate value equal could reasonably be expected to 25% or more of the market capitalization of SCB, or any purchase or sale of, or tender or exchange offer for, 25% or more of the equity securities of SCB (being hereinafter referred to as an "Acquisition Proposal"). SCB further agrees that neither it nor any of its Subsidiaries nor any of the officers and directors of it or its Subsidiaries shall, and that it shall 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 lead to, directly or indirectly, have any discussion with or provide any information or data to any Person relating to an Acquisition Proposal, including by furnishing information with respect to the Company and the Company Subsidiaries and/or by providing access to the business, properties, assets, books, records or other non-public information, or to any personnel, of the Company or any of the Company Subsidiaries to any Third Person, its Representatives, Affiliates and prospective debt and equity financing sources pursuant to a confidentiality agreement entered into by such Third Person, which confidentiality agreement, if entered into following the Agreement Date, shall contain confidentiality terms that are no more favorable in the aggregate to such Third Person than those contained in the Confidentiality Agreement, including with respect to the terms of the “standstill provision” in the Confidentiality Agreement, except that the Company may grant a limited waiver under any “standstill provision” or similar obligation of any Third Person with respect to the Company or any of the Company Subsidiaries to allow such Third Person to submit 45 an Acquisition Proposal in compliance with this Section 4.5 (any such confidentiality agreement, an “Acceptable Confidentiality Agreement”); provided that the Company shall, to the extent not previously provided to Merger Sub or Parent, provide or make available to Merger Sub or Parent (including by posting materials to the Dataroom) any material non-public information concerning the Company or any Company Subsidiary provided or made available to any Person prior to or substantially concurrently to providing such information to such Person, and (ii) continue, enter into, maintain, participate or engage in any discussions or negotiations concerning with any Persons or group of Persons with respect to any Acquisition Proposals or any proposal or offer that constitutes, could constitute, or could reasonably be expected to lead to, an Acquisition ProposalProposal and cooperate with or assist or participate in or facilitate any such inquiries, proposals, discussions or knowingly facilitate negotiations or any effort or attempt to make any Acquisition Proposals or implement an other proposals that could lead to Acquisition Proposal Proposals, or accept an Acquisition Proposalotherwise cooperate with or assist or participate in, or facilitate any such discussions or negotiations. Notwithstanding anything in Commencing on the date that is ten (10) Business Days after the Agreement Date and continuing every ten (10) Business Days until the Effective Time or, if earlier, the termination of this Agreement pursuant to Section 6.1, the contrary, SCB and SCB's board of directors Company shall be permitted provide a written report to Parent (to the extent applicable, comply with Rule 14d-9 and Rule 14e-2 promulgated under not prohibited by any applicable confidentiality agreement in place prior to the Exchange Act with regard to an Agreement Date) setting forth the identity of each Person or group of Persons from whom the Company received a written Acquisition Proposal, with applicable case law, and with applicable fiduciary responsibilities. SCB shall notify CIBER promptly Proposal after the execution of any and all inquiries, proposals or offers received by, any such information requested from, or any discussions or negotiations sought to be initiated with, any of its representatives with regard to an Acquisition Proposal, indicating the name of the parties involved and the material terms and conditions of any inquiries, proposals or offers. Nothing in this Agreement shall prohibit the SCB Board from engaging in the activities described above with respect to any person who has submitted on an unsolicited basis to SCB (i) an Acquisition Proposal believed by the SCB Board in good faith to be bona fide or (ii) an expression of interest believed by the SCB Board in good faith to be bona fide indicating such person's desire to pursue the possibility of making an Acquisition Proposal on terms believed by the SCB Board to be financially superior and prior to the Merger (a "Superior Proposal") and, in either such caseNo-Shop Period Start Date and provide to Parent:

Acquisition Proposals. SCB agrees that neither it nor any (a) Notwithstanding anything to the contrary contained in this Agreement, during the period beginning on the date of this Agreement and continuing until 12:01 a.m. (New York City time) on the twenty-sixth (26th) day after the date of this Agreement (the “No-Shop Period Start Date”), the Company and its Subsidiaries nor any of and their respective Representatives shall have the officers and directors of it or its Subsidiaries shall, and that it shall use its reasonable best efforts right to cause its and its Subsidiaries' employees, agents and representatives (including any investment banker, attorney or accountant retained by it or any of its Subsidiariesi) not to, directly or indirectly, initiate, solicit, solicit and encourage or facilitate (including by way of furnishing information) any inquiries inquiry or the making of any proposal or offer with respect to a merger, reorganization, share exchange, consolidation, amalgamation, business combination, recapitalization, liquidation, dissolution, joint venture, partnership, alliance or similar transaction involving it, or any purchase or sale of the consolidated assets (including without limitation stock of Subsidiaries) of SCB and its Subsidiaries, taken as a whole, having an aggregate value equal to 25% or more of the market capitalization of SCB, or any purchase or sale of, or tender or exchange offer for, 25% or more of the equity securities of SCB (being hereinafter referred to as an "Acquisition Proposal"). SCB further agrees that neither it nor any of its Subsidiaries nor any of the officers and directors of it or its Subsidiaries shall, and that it shall 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, have any discussion with or provide any information or data to any Person relating to constitutes an Acquisition Proposal, including by providing information (including non-public information and data) regarding, and affording access to the business, properties, assets, books, records and personnel of, the Company and its Subsidiaries to any Person if the Company receives from such Person (or engage has received from such Person) an executed Acceptable Confidentiality Agreement; provided that the Company shall promptly (and in any event within forty-eight (48) hours) make available to Parent and Merger Sub any material non-public information concerning the Company or its Subsidiaries that is provided to any Person given such access that was not previously made available to Parent or Merger Sub, and (ii) engage in, enter into, continue or otherwise participate in any discussions or negotiations concerning an Acquisition Proposal, with any Persons or knowingly groups of Persons to facilitate any effort or attempt to make or implement an Acquisition Proposal or accept proposal that constitutes an Acquisition Proposal. Notwithstanding anything in From the date of this Agreement through the No-Shop Period Start Date, the Company shall promptly (and in any event within forty-eight (48) hours) provide written notice to Parent and Merger Sub of the execution of the first Acceptable Confidentiality Agreement with any Person during such period (which notice shall not be required to identify the Person entering into such Acceptable Confidentiality Agreement). No later than forty-eight (48) hours after the No-Shop Period Start Date, the Company shall provide a written notice to Parent and Merger Sub (i) setting forth the number Persons that have executed an Acceptable Confidentiality Agreement (which notice shall not be required to identify the Persons that have entered into such Acceptable Confidentiality Agreements) and (ii) stating whether the Company Board has determined that any Person submitting an Acquisition Proposal prior to the contraryNo-Shop Period Start Date is an Excluded Party. With respect to each such Excluded Party, SCB the Company’s notice to Parent shall include the identity of the Excluded Party and SCB's board copies of directors shall all material documents comprising such Acquisition Proposal (which may be permitted redacted to the extent applicable, comply with Rule 14d-9 and Rule 14e-2 promulgated under necessary to protect confidential information of the Exchange Act with regard to an Excluded Party making such Acquisition Proposal, with applicable case law, and with applicable fiduciary responsibilities. SCB shall notify CIBER promptly of any and all inquiries, proposals or offers received by, any such information requested from, or any discussions or negotiations sought to be initiated with, any of its representatives with regard to an Acquisition Proposal, indicating the name of the parties involved and the material terms and conditions of any inquiries, proposals or offers. Nothing in this Agreement shall prohibit the SCB Board from engaging in the activities described above with respect to any person who has submitted on an unsolicited basis to SCB (i) an Acquisition Proposal believed by the SCB Board in good faith to be bona fide or (ii) an expression of interest believed by the SCB Board in good faith to be bona fide indicating such person's desire to pursue the possibility of making an Acquisition Proposal on terms believed by the SCB Board to be financially superior to the Merger (a "Superior Proposal") and, in either such case:).

Acquisition Proposals. SCB agrees that neither it nor any Subject to the provisions of its Subsidiaries nor any of the officers Sections 8.11(b) and directors of it or its Subsidiaries shall(c) below, and that it shall use its reasonable best efforts notwithstanding anything to the contrary contained in Section 8.1 of this Agreement, from the date of this Agreement until the termination of this Agreement (if terminated), (i) neither General Partner nor Seller will, and each of General Partner and Seller will cause its and its Subsidiaries' employeesofficers, agents and managers, agents, representatives (including any investment banker, attorney or accountant retained by it or any of other Person acting at its Subsidiaries) direction not to, directly or indirectly, initiatepursue (including knowingly furnishing confidential information to further an Acquisition Proposal (except as required pursuant to Applicable Law or the WHLP Partnership Agreement)), solicit, encourage negotiate or facilitate accept any offers for the sale (including by way or a refinancing with equity participation) of furnishing information) the Hotel or any inquiries portion thereof, the lease of all or substantially all of the Hotel, or the making of any proposal or offer with respect to a merger, reorganization, share exchange, consolidation, amalgamation, business combination, recapitalization, liquidation, dissolution, joint venture, partnership, alliance or similar transaction involving it, or any purchase or sale of the consolidated assets (including without limitation stock of Subsidiaries) of SCB and its Subsidiaries, taken as a whole, having an aggregate value equal to 25more than 33% or more of the market capitalization of SCB, or outstanding equity interests in WHLP (any purchase or sale of, or tender or exchange such offer for, 25% or more of the equity securities of SCB (being hereinafter referred to as an "“Acquisition Proposal"). SCB further agrees that neither it nor any of its Subsidiaries nor any of the officers and directors of it ”) or its Subsidiaries shall, and that it shall use its reasonable best efforts to cause its and its Subsidiaries' employees, agents and representatives (including any investment banker, attorney accept or accountant retained by it or any of its Subsidiaries) not to, directly or indirectly, have any discussion with or provide any information or data to any Person relating to an Acquisition Proposal, or engage in any negotiations concerning an Acquisition Proposal, or knowingly facilitate any effort or attempt to make or implement recommend an Acquisition Proposal or accept an enter into any letter of intent or any agreement relating to any Acquisition Proposal. Notwithstanding anything in this Agreement ; (ii) Seller shall immediately cease and cause to the contrary, SCB and SCB's board of directors shall be permitted to the extent applicable, comply with Rule 14d-9 and Rule 14e-2 promulgated under the Exchange Act with regard to an Acquisition Proposal, with applicable case law, and with applicable fiduciary responsibilities. SCB shall notify CIBER promptly of terminated any and all inquiries, proposals or offers received by, any such information requested from, or any existing activities discussions or negotiations sought with any parties conducted heretofore with respect to be initiated with, any of its representatives with regard to an Acquisition Proposal, indicating ; and (iii) Seller shall promptly notify the name Purchaser if Seller receives any Acquisition Proposal after the date of the parties involved and the material terms and conditions of any inquiries, proposals or offersthis Agreement. Nothing in this Agreement shall prohibit the SCB Board Seller from engaging removing, disposing of, or selling any Hotel furniture, fixtures, equipment or personal property in the activities described above with respect to any person who has submitted on an unsolicited basis to SCB Ordinary Course of Business or the continuing renovation (i) an Acquisition Proposal believed by including the SCB Board in good faith to be bona fide or (ii) an expression of interest believed by the SCB Board in good faith to be bona fide indicating such person's desire to pursue the possibility of making an Acquisition Proposal on terms believed by the SCB Board to be financially superior to the Merger (a "Superior Proposal") 2004 Capital Work and, in either such case:if applicable, 2005 Capital Work) of the Hotel.

Acquisition Proposals. SCB agrees that neither it nor any (a) During the period (the “Go-Shop Period”) commencing on the date of this Agreement and continuing until 11:59 p.m. (New York Time) on the 35th calendar day after the date of this Agreement, unless extended by the Go-Shop Extension (the day on which the Go-Shop Period (including the Go-Shop Extension, if any) ends, the “No-Shop Period Start Date”), the Company and its Subsidiaries nor any of the officers and directors of it or its Subsidiaries shalltheir respective directors, and that it shall use its reasonable best efforts to cause its and its Subsidiaries' officers, employees, agents investment bankers, attorneys, accountants and other advisors or representatives (including any investment bankercollectively, attorney or accountant retained by it or any of its Subsidiaries“Representatives”) not to, directly or indirectly, shall have the right to (i) initiate, solicit, solicit and encourage or facilitate (including by way of furnishing information) any inquiries inquiry or the making of any proposal or offer with respect to a merger, reorganization, share exchange, consolidation, amalgamation, business combination, recapitalization, liquidation, dissolution, joint venture, partnership, alliance or similar transaction involving it, or any purchase or sale of the consolidated assets (including without limitation stock of Subsidiaries) of SCB and its Subsidiaries, taken as a whole, having an aggregate value equal to 25% or more of the market capitalization of SCB, or any purchase or sale of, or tender or exchange offer for, 25% or more of the equity securities of SCB (being hereinafter referred to as an "Acquisition Proposal"). SCB further agrees that neither it nor any of its Subsidiaries nor any of the officers and directors of it or its Subsidiaries shall, and that it shall 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, have any discussion with or provide any information or data to any Person relating to constitutes an Acquisition Proposal, including by providing information (including non-public information and data) regarding, and affording access to the business, properties, assets, books, records and personnel of, the Company and its Subsidiaries to any Person pursuant to (x) a confidentiality agreement entered into by such Person containing confidentiality terms that are no more favorable in the aggregate to such Person than those contained in the Confidentiality Agreement (unless the Company offers to amend the Confidentiality Agreement to reflect such more favorable terms), or engage (y) to the extent applicable, the confidentiality agreement entered into with such Person prior to the date of this Agreement (any such confidentiality agreement, an “Acceptable Confidentiality Agreement”); provided that the Company shall promptly (and in any event within 24 hours) make available to Parent any non-public information concerning the Company or its Subsidiaries that is provided to any Person given such access that was not previously made available to the Parent, and (ii) engage in, enter into, continue or otherwise participate in any discussions or negotiations concerning an with any Persons or group of Persons with respect to any Acquisition ProposalProposals and cooperate with or assist or participate in or facilitate any such inquiries, proposals, discussions or knowingly facilitate negotiations or any effort or attempt to make any Acquisition Proposals. No later than one (1) Business Day after the No-Shop Period Start Date, the Company shall notify Parent in writing of the identity of each Person or implement group of Persons from whom the Company received a written Acquisition Proposal after the execution of this Agreement and prior to the No-Shop Period Start Date and provide to Parent (x) a copy of any Acquisition Proposal made in writing and any other written material terms or proposals provided (including financing commitments) to the Company or any of its Subsidiaries, (y) the identity of the Person or Persons making such Acquisition Proposal and (z) a written summary of the material terms of any Acquisition Proposal not made in writing (including any terms proposed orally or supplementally). If the Company receives an Acquisition Proposal or accept an Acquisition Proposal. Notwithstanding anything during the Go-Shop Period, the Company may extend the Go-Shop Period for a period of time not to exceed fifteen (15) calendar days in this Agreement order to the contrary, SCB continue discussions and SCB's board of directors shall be permitted to the extent applicable, comply with Rule 14d-9 and Rule 14e-2 promulgated under the Exchange Act with regard to an Acquisition Proposal, with applicable case lawnegotiations with, and with applicable fiduciary responsibilities. SCB shall notify CIBER promptly of any and all inquiries, proposals or offers received permit due diligence by, any such information requested from, or any discussions or negotiations sought to be initiated with, any of its representatives with regard to an Acquisition Proposal, indicating the name of Excluded Parties (the parties involved and the material terms and conditions of any inquiries, proposals or offers. Nothing in this Agreement shall prohibit the SCB Board from engaging in the activities described above with respect to any person who has submitted on an unsolicited basis to SCB (i) an Acquisition Proposal believed by the SCB Board in good faith to be bona fide or (ii) an expression of interest believed by the SCB Board in good faith to be bona fide indicating such person's desire to pursue the possibility of making an Acquisition Proposal on terms believed by the SCB Board to be financially superior to the Merger (a "Superior Proposal") and, in either such case:“Go-Shop Extension”).

Acquisition Proposals. SCB agrees that neither it nor any (a) Notwithstanding anything to the contrary contained in this Agreement, during the period beginning on the date of this Agreement and continuing until 12:01 a.m. (New York time) on September 4, 2014 (the “No-Shop Period Start Date”), the Company and its Subsidiaries nor any of the officers and directors of it or its Subsidiaries shalltheir respective directors, and that it shall use its reasonable best efforts to cause its and its Subsidiaries' officers, Affiliates, employees, investment bankers, attorneys, accountants and other advisors, agents and or representatives (including any investment bankercollectively, attorney or accountant retained by it or any of its Subsidiaries“Representatives”) not to, directly or indirectly, shall have the right to (i) initiate, solicit, solicit and encourage or facilitate (including by way of furnishing information) any inquiries inquiry or the making of any proposal or offer with respect to a merger, reorganization, share exchange, consolidation, amalgamation, business combination, recapitalization, liquidation, dissolution, joint venture, partnership, alliance or similar transaction involving it, or any purchase or sale of the consolidated assets (including without limitation stock of Subsidiaries) of SCB and its Subsidiaries, taken as a whole, having an aggregate value equal to 25% or more of the market capitalization of SCB, or any purchase or sale of, or tender or exchange offer for, 25% or more of the equity securities of SCB (being hereinafter referred to as an "Acquisition Proposal"). SCB further agrees that neither it nor any of its Subsidiaries nor any of the officers and directors of it or its Subsidiaries shall, and that it shall 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, have any discussion with or provide any information or data to any Person relating to constitutes an Acquisition Proposal, (ii) provide access to non-public information to any Person pursuant to a confidentiality agreement entered into by such Person containing terms that are no less favorable in the aggregate to the Company or engage more favorable to such Person than those contained in the Confidentiality Agreement (any such confidentiality agreement, an “Acceptable Confidentiality Agreement”); provided that the Company shall promptly make available (and in any event within 48 hours) to Parent and Merger Sub any non-public information concerning the Company or its Subsidiaries or access that is provided to any Person given such access that was not previously made available to Parent or Merger Sub and (iii) subject to the preceding clause (ii), engage in, enter into, continue or otherwise participate in any discussions or negotiations concerning an with any Person with respect to any Acquisition ProposalProposal and cooperate with or assist or participate in or facilitate any such inquiries, proposals, discussions or knowingly facilitate negotiations or any effort or attempt to make any Acquisition Proposal; provided, that neither the Company nor its Subsidiaries shall take any actions that would have the effect of limiting in any way Parent’s rights under Sections 5.3(e) and 5.3(f). No later than two (2) Business Days after the No-Shop Period Start Date, the Company shall notify Parent in writing of the identity of each Person or implement group of Persons from whom the Company received an Acquisition Proposal or accept an Acquisition Proposal. Notwithstanding anything in after the execution of this Agreement and prior to the contraryNo-Shop Period Start Date, SCB and SCB's board provide to Parent (x) a copy of directors shall be permitted any Acquisition Proposal made in writing and any other written terms or proposals provided (including financing commitments) to the extent applicable, comply with Rule 14d-9 and Rule 14e-2 promulgated under the Exchange Act with regard to an Acquisition Proposal, with applicable case law, and with applicable fiduciary responsibilities. SCB shall notify CIBER promptly of any and all inquiries, proposals Company or offers received by, any such information requested from, or any discussions or negotiations sought to be initiated with, any of its representatives with regard to an Acquisition Proposal, indicating the name Subsidiaries and (y) a written summary of the parties involved and the material terms and conditions of any inquiries, proposals or offers. Nothing in this Agreement shall prohibit the SCB Board from engaging in the activities described above with respect to any person who has submitted on an unsolicited basis to SCB (i) an Acquisition Proposal believed by the SCB Board not made in good faith to be bona fide writing (including any terms proposed orally or (ii) an expression of interest believed by the SCB Board in good faith to be bona fide indicating such person's desire to pursue the possibility of making an Acquisition Proposal on terms believed by the SCB Board to be financially superior to the Merger (a "Superior Proposal") and, in either such case:supplementally).

Acquisition Proposals. SCB (a) Seller agrees that neither it nor any of its Subsidiaries nor any of that, except as expressly contemplated by this Agreement or with respect to a Seller Sale Proposal, Seller shall not and shall cause the officers Emcore Companies and directors of it or its Subsidiaries shall, and that it shall use its reasonable best efforts to cause its and its Subsidiaries' employeestheir respective officers, directors, investment bankers, attorneys, accountants, financial advisors, agents and other representatives (including any investment bankercollectively, attorney or accountant retained by it or any of its Subsidiaries“Representatives”) not to, to (i) directly or indirectly, indirectly initiate, solicit, knowingly encourage or facilitate (including by way of furnishing information) any inquiries or the making or submission of any proposal or offer with respect to a merger, reorganization, share exchange, consolidation, amalgamation, business combination, recapitalization, liquidation, dissolution, joint venture, partnership, alliance or similar transaction involving itthat constitutes, or any purchase could reasonably be expected to lead to, an Acquisition Proposal, (ii) participate or sale of the consolidated assets (including without limitation stock of Subsidiaries) of SCB and its Subsidiaries, taken as a whole, having an aggregate value equal to 25% engage in discussions or more of the market capitalization of SCBnegotiations with, or disclose any purchase or sale of, or tender or exchange offer for, 25% or more of the equity securities of SCB (being hereinafter referred to as an "Acquisition Proposal"). SCB further agrees that neither it nor any of its Subsidiaries nor any of the officers and directors of it or its Subsidiaries shall, and that it shall 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, have any discussion with or provide any non-public information or data relating to Seller or any Emcore Company or afford access to the properties, books or records of Seller or any Emcore Company to any Person relating that has made an Acquisition Proposal or to any Person in contemplation of an Acquisition Proposal, or engage in any negotiations concerning an Acquisition Proposal, or knowingly facilitate any effort or attempt to make or implement (iii) accept an Acquisition Proposal or accept enter into any agreement (A) constituting or related to, or that is intended to or could reasonably be expected to lead to, any Acquisition Proposal (other than a confidentiality agreement permitted pursuant to this Section 4.7(a)) or (B) requiring, intended to cause, or which could reasonably be expected to cause Seller to abandon, terminate or fail to consummate the sale of the Shares pursuant to this Agreement (each an “Acquisition ProposalAgreement”). Notwithstanding anything to the contrary in this Agreement Agreement, Seller and the Board of Directors of Seller (the “Board”) may take any actions described in clause (ii) of this Section 4.7(a) with respect to a third party if (x) Seller receives a written Acquisition Proposal from such third party (and such Acquisition Proposal was not during such time period initiated, solicited, knowingly encouraged or facilitated by Seller or any of its Representatives) and (y) such proposal constitutes, or the contraryBoard determines in good faith (after consultation with its financial advisors and outside legal counsel) that such proposal could reasonably be expected to lead to, SCB a Superior Proposal, provided that Seller shall not deliver any information to such third party without entering into a customary confidentiality agreement. Nothing contained in this Section 4.7 shall prohibit Seller or the Board from taking and SCB's board of directors shall be permitted disclosing to the extent applicable, comply Seller’s stockholders a proposition with Rule respect to an Acquisition Proposal pursuant to Rules 14d-9 and Rule 14e-2 14e-2(a) promulgated under the Exchange Act with regard to an Acquisition Proposal, with applicable case law, and with applicable fiduciary responsibilities. SCB shall notify CIBER promptly of or from making any and all inquiries, proposals or offers received by, any such information requested from, or any discussions or negotiations sought to be initiated with, any of its representatives with regard to an Acquisition Proposal, indicating the name of the parties involved and the material terms and conditions of any inquiries, proposals or offers. Nothing in this Agreement shall prohibit the SCB Board from engaging in the activities described above with respect to any person who has submitted on an unsolicited basis to SCB (i) an Acquisition Proposal believed by the SCB Board in good faith to be bona fide or (ii) an expression of interest believed by the SCB Board in good faith to be bona fide indicating such person's desire to pursue the possibility of making an Acquisition Proposal on terms believed by the SCB Board to be financially superior to the Merger (a "Superior Proposal") andsimilar disclosure, in either such case:case to the extent required by applicable Legal Requirement.

Acquisition Proposals. SCB agrees that neither it nor any (a) During the period (the “Go-Shop Period”) commencing on the date of its this Agreement and continuing until 11:59 p.m. (New York Time) on July 7, 2016 (the day on which the Go-Shop Period ends, the “No-Shop Period Start Date”), the Company and the Company Subsidiaries nor any of the and their respective directors, officers and directors of it or its Subsidiaries shall, and that it shall use its reasonable best efforts to cause its and its Subsidiaries' other employees, agents and representatives (including controlled affiliates, or any investment banker, attorney attorney, accountant or accountant other agent or representative retained by it or any of its Subsidiariesthem (collectively, “Representatives”) not to, directly or indirectly, shall have the right to (i) initiate, solicit, solicit and encourage or facilitate (including by way of furnishing information) any inquiries inquiry or the making of any proposal or offer with respect to a merger, reorganization, share exchange, consolidation, amalgamation, business combination, recapitalization, liquidation, dissolution, joint venture, partnership, alliance or similar transaction involving it, or any purchase or sale of the consolidated assets (including without limitation stock of Subsidiaries) of SCB and its Subsidiaries, taken as a whole, having an aggregate value equal to 25% or more of the market capitalization of SCB, or any purchase or sale of, or tender or exchange offer for, 25% or more of the equity securities of SCB (being hereinafter referred to as an "Acquisition Proposal"). SCB further agrees that neither it nor any of its Subsidiaries nor any of the officers and directors of it or its Subsidiaries shall, and that it shall 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, have any discussion with or provide any information or data to any Person relating to constitutes an Acquisition Proposal, including by furnishing information with respect to the Company and the Company Subsidiaries to any Person pursuant to a confidentiality agreement entered into by such Person containing confidentiality terms that are no more favorable in the aggregate to such Person than those contained in the Confidentiality Agreement, including with respect to the terms of the “standstill provision” in the Confidentiality Agreement (any such confidentiality agreement, an “Acceptable Confidentiality Agreement”); provided that the Company shall, to the extent not previously provided to Merger Sub or engage Parent, provide or make available to Merger Sub or Parent any material non-public information concerning the Company or any Company Subsidiary provided or made available to any Person prior to or substantially concurrently to providing such information to such Person, and (ii) participate in any discussions or negotiations concerning an with any Persons or group of Persons with respect to any Acquisition ProposalProposals and cooperate with or assist or participate in or facilitate any such inquiries, proposals, discussions or knowingly facilitate negotiations or any effort or attempt to make any Acquisition Proposals. From and after the date hereof, the Company shall provide a written report to Parent every five (5) Business Days setting forth the identity of each Person or implement an group of Persons from whom the Company received a written Acquisition Proposal or accept an Acquisition Proposal. Notwithstanding anything in after the execution of this Agreement and prior to the contrary, SCB No-Shop Period Start Date and SCB's board of directors shall be permitted provide to the extent applicable, comply with Rule 14d-9 and Rule 14e-2 promulgated under the Exchange Act with regard to an Acquisition Proposal, with applicable case law, and with applicable fiduciary responsibilities. SCB shall notify CIBER promptly of any and all inquiries, proposals or offers received by, any such information requested from, or any discussions or negotiations sought to be initiated with, any of its representatives with regard to an Acquisition Proposal, indicating the name of the parties involved and the material terms and conditions of any inquiries, proposals or offers. Nothing in this Agreement shall prohibit the SCB Board from engaging in the activities described above with respect to any person who has submitted on an unsolicited basis to SCB (i) an Acquisition Proposal believed by the SCB Board in good faith to be bona fide or (ii) an expression of interest believed by the SCB Board in good faith to be bona fide indicating such person's desire to pursue the possibility of making an Acquisition Proposal on terms believed by the SCB Board to be financially superior to the Merger (a "Superior Proposal") and, in either such caseParent:

Acquisition Proposals. SCB agrees that neither it nor (a) Notwithstanding any other provision of its Subsidiaries nor any of the officers and directors of it or its Subsidiaries shall, and that it shall 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, encourage or facilitate (including by way of furnishing information) any inquiries or the making of any proposal or offer with respect to a merger, reorganization, share exchange, consolidation, amalgamation, business combination, recapitalization, liquidation, dissolution, joint venture, partnership, alliance or similar transaction involving it, or any purchase or sale of the consolidated assets (including without limitation stock of Subsidiaries) of SCB and its Subsidiaries, taken as a whole, having an aggregate value equal to 25% or more of the market capitalization of SCB, or any purchase or sale of, or tender or exchange offer for, 25% or more of the equity securities of SCB (being hereinafter referred to as an "Acquisition Proposal"). SCB further agrees that neither it nor any of its Subsidiaries nor any of the officers and directors of it or its Subsidiaries shall, and that it shall 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, have any discussion with or provide any information or data to any Person relating to an Acquisition Proposal, or 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. Notwithstanding anything in this Agreement to the contrary, SCB during the period beginning on the date of this Agreement and SCB's board of directors continuing until 11:59 p.m. (New York City time) on July 5, 2015, the Company, its Subsidiaries and their Representatives shall be permitted to have the extent applicableright to, comply with Rule 14d-9 and Rule 14e-2 promulgated under directly or indirectly: (i) solicit, initiate, facilitate or encourage, whether publicly or otherwise, the Exchange Act with regard to an Acquisition Proposal, with applicable case law, and with applicable fiduciary responsibilities. SCB shall notify CIBER promptly submission of any and all Company Takeover Proposal (or inquiries, proposals or offers received byor other efforts or attempts that may reasonably be expected to lead to a Company Takeover Proposal), including by way of providing access to non-public information pursuant to one or more Acceptable Confidentiality Agreements; provided, that the Company shall substantially concurrently with providing written non-public information or non-written material non-public information to such person, provide to Parent and Carve-out Buyer any such non-public information requested fromconcerning the Company or its Subsidiaries that is provided to any Person given such access which was not previously provided to Parent and Carve-out Buyer or their respective Representatives; and (ii) enter into, or any engage in, and maintain discussions or negotiations sought with respect to Company Takeover Proposals (or inquiries, proposals or offers or other efforts that would reasonably be initiated withexpected to lead to a Company Takeover Proposal) or otherwise cooperate with or assist or participate in, or facilitate any such inquiries, proposals, offers, efforts, discussions or negotiations, including through the limited waiver by the Company of any pre-existing standstill or similar provision with any Person solely to the extent necessary to permit such Person to make or amend a Company Takeover Proposal (such limited waiver to include an express acknowledgment by the parties thereto that under no circumstances will such restricted person(s) be permitted to acquire, directly or indirectly, any of its representatives with regard to an Acquisition Proposal, indicating the name securities of the parties involved Company prior to the valid termination of this Agreement). The Company shall, and shall cause its Subsidiaries and their respective Representatives to, orally and in writing, keep Parent and Carve-out Buyer informed on a reasonably current basis (and in any event within forty-eight hours) of the material status and terms and conditions of any inquiriesCompany Takeover Proposal, proposals including the price and form of consideration and all material terms and conditions (other than the identity of the party thereto) of such Company Takeover Proposal and any material developments, discussions or offers. Nothing negotiations in this Agreement shall prohibit the SCB Board from engaging in the activities described above with respect to connection therewith, or any person who has submitted on an unsolicited basis to SCB (i) an Acquisition Proposal believed by the SCB Board in good faith to be bona fide or (ii) an expression of interest believed by the SCB Board in good faith to be bona fide indicating such person's desire to pursue the possibility of making an Acquisition Proposal on terms believed by the SCB Board to be financially superior material modifications to the Merger (a "Superior financial or other terms and conditions of any such Company Takeover Proposal") and, in either such case:.

Acquisition Proposals. SCB agrees that neither The Company shall not, nor shall it nor permit any of its Subsidiaries subsidiaries to, nor shall it authorize or permit any officer, director or employee of the officers and directors of it or its Subsidiaries shall, and that it shall use its reasonable best efforts to cause its and its Subsidiaries' employees, 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, initiate or encourage the submission of any Acquisition Proposal (as hereinafter defined) or facilitate (including by way of furnishing informationii) participate in any discussions or negotiations regarding, or furnish to any person any information with respect to, or agree to or endorse, or take any other action to facilitate, any Acquisition Proposal or any inquiries or the making of any proposal that constitutes, or may reasonably be expected to lead to, any Acquisition Proposal; provided, however, that nothing contained in this Section 7.2 shall prohibit the Board of Directors of the Company from furnishing information to, or entering into discussions or negotiations with, any person or entity that makes an unsolicited bona fide Acquisition Proposal if, and only to the extent that (A) the Board of Directors of the Company, after consultation with and based upon the advice of independent legal counsel, determines in good faith that such action is necessary for the Board of Directors of the Company to comply with its fiduciary duties to the Company's stockholders under applicable law and (B) prior to taking such action, the Company (x) provides reasonable notice to American General Corporation to the effect that it is taking such action and (y) receives from such person or entity an executed confidentiality/standstill agreement in reasonably customary form. The Company shall notify American General Corporation of any Acquisition Proposal (including, without limitation, the material terms and conditions thereof and the identity of the person making it) as promptly as practicable after its receipt thereof, and shall provide American General Corporation with a copy of any written Acquisition Proposal or amendments or supplements thereto, and shall thereafter inform American General Corporation 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 American General Corporation a copy of any information delivered to such person which has not previously been reviewed by American General Corporation. The term "Acquisition Proposal" as used herein means any tender or exchange offer involving the capital stock of the Company or any of the Company Subsidiaries, any proposal for a merger, consolidation or other business combination involving the Company or any of the Company Subsidiaries, any proposal or offer to acquire in any manner a substantial equity interest in, or a substantial portion of the business or assets of, the Company or any of the Company Subsidiaries, any proposal or offer with respect to a mergerany recapitalization or restructuring of the Company or any of the Company Subsidiaries, reorganizationor any proposal or offer with respect to any other transaction similar to any of the foregoing with respect to the Company or any of the Company Subsidiaries, share exchangeother than the Merger contemplated by this Agreement. Immediately after the execution and delivery of this Agreement, consolidationthe Company will, amalgamationand will cause its Subsidiaries and affiliates, business combinationand their respective officers, recapitalizationdirectors, liquidationemployees, dissolutioninvestment bankers, joint ventureattorneys, partnershipaccountants and other agents to, alliance cease and terminate any existing activities, discussions or similar transaction involving negotiations with any parties conducted heretofore with respect to any possible Acquisition Proposal and shall notify each party that it, or any purchase or sale of the consolidated assets (including without limitation stock of Subsidiaries) of SCB and its Subsidiariesofficer, taken as a wholedirector, having an aggregate value equal to 25% or more of the market capitalization of SCBinvestment advisor, or any purchase or sale of, or tender or exchange offer for, 25% or more of the equity securities of SCB (being hereinafter referred to as an "Acquisition Proposal"). SCB further agrees that neither it nor any of its Subsidiaries nor any of the officers and directors of it or its Subsidiaries shall, and that it shall use its reasonable best efforts to cause its and its Subsidiaries' employees, agents and representatives (including any investment bankerfinancial advisor, attorney or accountant other representative retained by it or it, has had discussions with during the 30 days prior to the date of this Agreement that the Board of Directors of the Company no longer seeks the making of any of its Subsidiaries) not to, directly or indirectly, have any discussion with or provide any information or data to any Person relating to an Acquisition Proposal, or 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. Notwithstanding anything in this Agreement to the contrary, SCB and SCB's board of directors shall be permitted to the extent applicable, comply with Rule 14d-9 and Rule 14e-2 promulgated under the Exchange Act with regard to an Acquisition Proposal, with applicable case law, and with applicable fiduciary responsibilities. SCB shall notify CIBER promptly of any and all inquiries, proposals or offers received by, any such information requested from, or any discussions or negotiations sought to be initiated with, any of its representatives with regard to an Acquisition Proposal, indicating the name of the parties involved and the material terms and conditions of any inquiries, proposals or offers. Nothing in this Agreement shall prohibit the SCB Board from engaging in the activities described above with respect to any person who has submitted on an unsolicited basis to SCB (i) an Acquisition Proposal believed by the SCB Board in good faith to be bona fide or (ii) an expression of interest believed by the SCB Board in good faith to be bona fide indicating such person's desire to pursue the possibility of making an Acquisition Proposal on terms believed by the SCB Board to be financially superior to the Merger (a "Superior Proposal") and, in either such case:.

Acquisition Proposals. SCB agrees that neither it nor any (a) Notwithstanding anything to the contrary contained in this Agreement, during the period beginning on the date of this Agreement and continuing until 11:59 p.m. (New York time) on the November 8, 2018 (the “No-Shop Period Start Date”), the Company, its Subsidiaries nor any of the officers and directors of it or its Subsidiaries shall, and that it shall use its reasonable best efforts to cause its and its Subsidiaries' their respective directors, officers, employees, agents other Affiliates, investment bankers, attorneys, accountants and other advisors or representatives (including any investment bankercollectively, attorney or accountant retained by it or any of its Subsidiaries“Representatives”) not to, directly or indirectly, shall have the right to (i) initiate, solicit, solicit and encourage or facilitate (including by way of furnishing information) any inquiries with respect to or the making of any proposal or offer with respect that constitutes or would reasonably be expected to a merger, reorganization, share exchange, consolidation, amalgamation, business combination, recapitalization, liquidation, dissolution, joint venture, partnership, alliance or similar transaction involving it, or any purchase or sale of the consolidated assets (including without limitation stock of Subsidiaries) of SCB and its Subsidiaries, taken as a whole, having an aggregate value equal to 25% or more of the market capitalization of SCB, or any purchase or sale of, or tender or exchange offer for, 25% or more of the equity securities of SCB (being hereinafter referred to as an "Acquisition Proposal"). SCB further agrees that neither it nor any of its Subsidiaries nor any of the officers and directors of it or its Subsidiaries shall, and that it shall 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, have any discussion with or provide any information or data to any Person relating lead to an Acquisition Proposal, or (ii) engage in and otherwise participate in any discussions or negotiations concerning regarding an Acquisition Proposal or that would reasonably be expected to lead to an Acquisition Proposal, (iii) cooperate with, assist, participate in or knowingly facilitate any such inquiries, proposals, offers, discussions or negotiations or any effort or attempt to make any Acquisition Proposal, including by granting a waiver, amendment or implement release under any pre-existing confidentiality, “standstill” or similar provision and (iv) provide non-public information to any Person relating to the Company or any of its Subsidiaries with respect to an Acquisition Proposal or accept an Acquisition Proposal. Notwithstanding anything in this Agreement to the contrary, SCB and SCB's board of directors shall be permitted to the extent applicable, comply with Rule 14d-9 and Rule 14e-2 promulgated under the Exchange Act with regard pursuant to an Acquisition ProposalAcceptable Confidentiality Agreement; provided, with applicable case law, that the Company shall promptly (and with applicable fiduciary responsibilities. SCB shall notify CIBER promptly of in any event within forty-eight (48) hours) make available to Parent and all inquiries, proposals Merger Sub any material nonpublic information concerning the Company or offers received by, its Subsidiaries that is provided to any such information requested from, Person or any discussions group of Persons which was not previously made available to Parent or negotiations sought to be initiated with, any of its representatives with regard to an Acquisition Proposal, indicating the name of the parties involved and the material terms and conditions of any inquiries, proposals or offers. Nothing in this Agreement shall prohibit the SCB Board from engaging in the activities described above with respect to any person who has submitted on an unsolicited basis to SCB (i) an Acquisition Proposal believed by the SCB Board in good faith to be bona fide or (ii) an expression of interest believed by the SCB Board in good faith to be bona fide indicating such person's desire to pursue the possibility of making an Acquisition Proposal on terms believed by the SCB Board to be financially superior to the Merger (a "Superior Proposal") and, in either such case:Sub.

Acquisition Proposals. SCB agrees that neither it nor any (a) Go-Shop Period. Notwithstanding anything to the contrary contained in this Agreement, during the period commencing on the date of its this Agreement and continuing until 11:59 p.m. (Dallas time) on the 30th day following the date hereof (the “Go-Shop Period End Time”), the Company, the Company Subsidiaries nor any of and their respective Representatives shall have the officers and directors of it or its Subsidiaries shall, and that it shall use its reasonable best efforts right to cause its and its Subsidiaries' employees, agents and representatives (including any investment banker, attorney or accountant retained by it or any of its Subsidiariesi) not to, directly or indirectlysolicit, initiate, solicitfacilitate or encourage the making of any Acquisition Proposal, encourage or facilitate (including by way of furnishing information) any inquiries or the making of any proposal or offer information with respect to a merger, reorganization, share exchange, consolidation, amalgamation, business combination, recapitalization, liquidation, dissolution, joint venture, partnership, alliance or similar transaction involving it, or the Company and the Company Subsidiaries to any purchase or sale of the consolidated assets (including without limitation stock of Subsidiaries) of SCB Person and its SubsidiariesRepresentatives pursuant to a legally binding executed confidentiality agreement on terms that, taken as a whole, having are at least as restrictive to the other party as those contained in the Confidentiality Agreement (it being understood that such confidentiality agreement (A) shall contain a standstill provision at least as restrictive as the standstill provision contained in the Confidentiality Agreement (provided, that, for the avoidance of doubt, such agreement may permit the submission of an aggregate value equal Acquisition Proposal to 25% the Company Board on a confidential basis) and (B) shall not include any exclusivity provision or more of other term that would restrict, in any manner, the market capitalization of SCB, Company’s ability to consummate the Mergers or the other transactions contemplated by this Agreement or to comply with its obligations under this Agreement) (any purchase or sale of, or tender or exchange offer for, 25% or more of the equity securities of SCB confidentiality agreement described in this clause (i) being hereinafter referred to as an "Acquisition Proposal"“Acceptable Confidentiality Agreement”). SCB further agrees ; provided, that neither it nor any a copy of its Subsidiaries nor any of the officers and directors of it all such non-public information not previously provided to Parent (or its Subsidiaries shallRepresentatives) is provided to Parent as promptly as practicable (and, in any event, within 24 hours) after such information has been furnished to such Person (or its Representatives) and that it shall use its reasonable best efforts (ii) participate in discussions or negotiations with respect to cause its and its Subsidiaries' employees, agents and representatives (including any investment banker, attorney Acquisition Proposal or accountant retained by it or any of its Subsidiaries) not to, directly or indirectly, have any discussion otherwise cooperate in connection with or provide assist or participate in or facilitate any information such discussions or data to any Person relating to an Acquisition Proposal, negotiations or 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 any Acquisition Proposal. Notwithstanding anything in this Agreement to the contrary, SCB and SCB's board of directors shall be permitted to the extent applicable, comply with Rule 14d-9 and Rule 14e-2 promulgated under the Exchange Act with regard to an Acquisition Proposal, with applicable case law, and with applicable fiduciary responsibilities. SCB shall notify CIBER promptly of any and all inquiries, proposals or offers received by, any such information requested from, or any discussions or negotiations sought to be initiated with, any of its representatives with regard to an Acquisition Proposal, indicating the name occurrence of the parties involved Go-Shop Period End Time, the Company and the material terms and conditions of any inquiries, proposals or offers. Nothing in this Agreement shall prohibit the SCB Board from engaging its Representatives may continue to engage in the activities described above in this Section 5.4 with respect to any person who has submitted on an unsolicited basis to SCB (i) an Acquisition Proposal believed by Excluded Party, for the SCB Board in good faith avoidance of doubt, so long as such Excluded Party continues to be bona fide an Excluded Party, including with respect to any amended or (ii) an expression of interest believed revised proposal submitted by such Excluded Party, following the SCB Board in good faith to be bona fide indicating such person's desire to pursue the possibility of making an Acquisition Proposal on terms believed by the SCB Board to be financially superior to the Merger (a "Superior Proposal") and, in either such case:Go-Shop Period End Time.

Acquisition Proposals. SCB agrees that neither it nor any (a) During the period beginning on the date of its Subsidiaries nor any of this Agreement and continuing until 5:00 p.m., New York City time, on June 29, 2014 (such period, the officers “Solicitation and directors of it or its Subsidiaries shallEarly Signing Period” and such date, and that it shall use its reasonable best efforts to cause its the “No Shop Period Start Date”), Protective and its Subsidiaries' employees, agents and representatives Representatives will have the right to (including any investment banker, attorney or accountant retained by it or any of its Subsidiariesi) not to, directly or indirectly, initiate, solicit, facilitate or encourage or facilitate (including by way of furnishing information) any inquiries inquiry or the making or announcement of any proposal that constitutes or offer with respect would reasonably be expected to a mergerlead to an Acquisition Proposal and (ii) participate or engage in or continue any discussions or negotiations regarding, reorganization, share exchange, consolidation, amalgamation, business combination, recapitalization, liquidation, dissolution, joint venture, partnership, alliance or similar transaction involving it, or furnish to any purchase or sale of the consolidated assets (including without limitation stock of Subsidiaries) of SCB and its Subsidiaries, taken as a whole, having an aggregate value equal to 25% or more of the market capitalization of SCB, or any purchase or sale of, or tender or exchange offer for, 25% or more of the equity securities of SCB (being hereinafter referred to as an "Acquisition Proposal"). SCB further agrees that neither it nor any of its Subsidiaries nor any of the officers and directors of it or its Subsidiaries shall, and that it shall 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, have any discussion with or provide Person any information or data with respect to, or otherwise cooperate with or take any other action to facilitate any proposal that constitutes or would reasonably be expected to lead to any Acquisition Proposal. Any non-public information relating to Protective and the Protective Subsidiaries furnished to any such Person will be furnished pursuant to and in accordance with a written confidentiality agreement containing confidentiality terms that are no more favorable in the aggregate than those contained in the Confidentiality Agreement (as amended by the terms of this Agreement) (any such confidentiality agreement, an “Acceptable Confidentiality Agreement”). No Acceptable Confidentiality Agreement may contain any provision that would prevent Protective from complying with its obligation to provide any disclosure to Dai-ichi required pursuant to this Section 6.05(a), Section 6.05(d) or Section 6.05(h). All information provided or made available by Protective or any Protective Subsidiary to any Person relating entering into an Acceptable Confidentiality Agreement that has not been previously provided or made available to Dai-ichi must be provided or made available by Protective concurrently with, or, if impractical, within 48 hours following, the time it is provided or made available to such Person. From the tenth day following the date of this Agreement through the No Shop Period Start Date, Protective will provide a written report to Dai-ichi every five Business Days setting forth (i) the total number of Persons contacted to date pursuant to this Section 6.05(a), (ii) the number of Persons that have affirmatively declined to receive information or enter into discussions regarding an Acquisition Proposal, (iii) the number of Persons that have affirmatively expressed interest in receiving information or engage in any negotiations concerning an Acquisition Proposal, or knowingly facilitate any effort or attempt to make or implement entering into discussions regarding an Acquisition Proposal and (iv) the number of Persons that have executed an Acceptable Confidentiality Agreement. The foregoing reports will not be required to include the identity of any of the foregoing Persons. In addition, as of 11:59 p.m., New York City time, on June 28, 2014, Protective will provide Dai-ichi with a written list identifying each Person that, on or accept prior to such date, has executed an Acceptable Confidentiality Agreement and has not subsequently affirmatively declined to receive information or enter into discussions regarding an Acquisition Proposal. Notwithstanding anything Protective will be required to provide information in this Agreement to the contrary, SCB and SCB's board of directors shall be permitted to the extent applicable, comply accordance with Rule 14d-9 and Rule 14e-2 promulgated under the Exchange Act with regard to an Acquisition Proposal, with applicable case law, and with applicable fiduciary responsibilities. SCB shall notify CIBER promptly of any and all inquiries, proposals or offers received by, any such information requested from, or any discussions or negotiations sought to be initiated with, any of its representatives with regard to an Acquisition Proposal, indicating the name of the parties involved and the material terms and conditions of any inquiries, proposals or offers. Nothing in this Agreement shall prohibit the SCB Board from engaging in the activities described above Section 6.05(h) with respect to any person who has submitted on an unsolicited basis to SCB (i) an Acquisition Proposal believed received by Protective after the SCB Board in good faith to be bona fide date of this Agreement whether prior to, on or (ii) an expression of interest believed by following the SCB Board in good faith to be bona fide indicating such person's desire to pursue the possibility of making an Acquisition Proposal on terms believed by the SCB Board to be financially superior to the Merger (a "Superior Proposal") and, in either such case:No Shop Period Start Date.

Acquisition Proposals. SCB agrees that neither it nor any of its Subsidiaries nor any of the officers and directors of it or its Subsidiaries shall, and that it shall 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 Subsidiariesa) not to, directly or indirectly, initiate, solicit, encourage or facilitate (including by way of furnishing information) any inquiries or the making of any proposal or offer with respect to a merger, reorganization, share exchange, consolidation, amalgamation, business combination, recapitalization, liquidation, dissolution, joint venture, partnership, alliance or similar transaction involving it, or any purchase or sale of the consolidated assets (including without limitation stock of Subsidiaries) of SCB and its Subsidiaries, taken as a whole, having an aggregate value equal to 25% or more of the market capitalization of SCB, or any purchase or sale of, or tender or exchange offer for, 25% or more of the equity securities of SCB (being hereinafter referred to as an "Acquisition Proposal"). SCB further agrees that neither it nor any of its Subsidiaries nor any of the officers and directors of it or its Subsidiaries shall, and that it shall 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, have any discussion with or provide any information or data to any Person relating to an Acquisition Proposal, or 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. Notwithstanding anything contained in this Agreement to the contrary, SCB during the period beginning on the date of this Agreement and SCB's board continuing until 12:01 a.m. (Eastern time) on the No-Shop Period Start Date, the Company and its Subsidiaries and any of directors their respective officers, trustees, directors, employees, investment bankers, financial advisors, accountants, attorneys, brokers, finders or other agents, advisors or representatives (each, a "Representative") shall be permitted have the right to, directly or indirectly: (i) initiate, solicit, encourage or seek, directly or indirectly, any inquiries relating to the making or implementation of any Acquisition Proposal; (ii) continue or otherwise engage or participate in any negotiations or discussions with any Person with respect to any Acquisition Proposal; and (iii) release any Person from, or waive any provision of, any confidentiality or standstill agreement to which such Person is a party to the extent applicablenecessary to permit the Company to conduct the activities set forth in clauses (i) and (ii) above. In furtherance of the activities contemplated by the preceding sentence, comply the Company may (A) furnish non-public information with Rule 14d-9 respect to the Company and Rule 14e-2 promulgated under the Exchange Act with regard Subsidiaries to an Acquisition Proposal, with applicable case lawany Person (provided that the Company (1) concurrently furnishes such information to Parent, and with (2) furnishes such information pursuant to a confidentiality agreement which contains terms and conditions satisfactory to Parent), and (B) discloses to its stockholders any information required to be disclosed under applicable fiduciary responsibilitiesLaw. SCB Notwithstanding the foregoing, the Company shall not be required to provide to Parent any information which the Company deems in good faith to be not appropriate for disclosure to Parent due to competitive concerns, or if the exchange of such information, as reasonably determined by the Company's outside legal counsel, would be reasonably likely to result in the Company or the Merger violating applicable anti-trust Laws. Within one (1) Business Day following the beginning of the No-Shop Period Start Date, the Company shall notify CIBER promptly of any and all inquiries, proposals or offers received by, any such information requested from, or any discussions or negotiations sought to be initiated with, any of its representatives with regard to an Acquisition Proposal, indicating the name Parent of the parties involved number and identities of Excluded Parties and the material terms and conditions of any inquiries, proposals or offers. Nothing in this Agreement shall prohibit the SCB Board from engaging in the activities described above with respect to any person who has submitted on an unsolicited basis to SCB (i) an each Excluded Party's Acquisition Proposal believed by the SCB Board in good faith to be bona fide or (ii) an expression of interest believed by the SCB Board in good faith to be bona fide indicating such person's desire to pursue the possibility of making an Acquisition Proposal on terms believed by the SCB Board to be financially superior to the Merger (a "Superior Proposal") and, in either such case:.

Acquisition Proposals. SCB agrees that (a) The Company shall immediately cease and cause to be terminated any discussions or negotiations pending as of the date hereof regarding any Acquisition Proposal and shall instruct the Person who made such Acquisition Proposal to return to the Company or to destroy any confidential information provided by the Company to such Person in connection with such Acquisition Proposal. The Company shall promptly (and, in any event, within twenty-four (24) hours) notify Parent if any Acquisition Proposal is received by the Company (which notification shall include the name of the Person making such Acquisition Proposal and the material terms and conditions thereof) and shall thereafter keep Parent reasonably informed on a current basis of any material change to the terms of such Acquisition Proposal. Subject to the following sentence, neither it the Company nor its Subsidiary nor any of its Subsidiaries nor any of the their respective officers and or directors of it or its Subsidiaries shall, and that it the Company shall instruct and use its reasonable best efforts to cause its and its Subsidiaries' Subsidiary’s employees, agents investment bankers, attorneys, accountants and other advisors or representatives (including any such officers, directors, employees, investment bankerbankers, attorney attorneys, accountants and other advisors or accountant retained by it or any of its Subsidiariesrepresentatives, collectively, “Representatives”) not to, directly or indirectly, (i) initiate, solicit, solicit or knowingly encourage or facilitate (including by way of furnishing information) any inquiries or the making of any proposal or offer with respect to a merger, reorganization, share exchange, consolidation, amalgamation, business combination, recapitalization, liquidation, dissolution, joint venture, partnership, alliance or similar transaction involving it, or any purchase or sale of the consolidated assets (including without limitation stock of Subsidiaries) of SCB and its Subsidiaries, taken as a whole, having an aggregate value equal to 25% or more of the market capitalization of SCB, or any purchase or sale of, or tender or exchange offer for, 25% or more of the equity securities of SCB (being hereinafter referred to as an "Acquisition Proposal"). SCB further agrees that neither it nor any of its Subsidiaries nor any of the officers and directors of it or its Subsidiaries shall, and that it shall 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, have any discussion with or provide any information or data to any Person relating to constitutes an Acquisition Proposal, or (ii) engage in any discussions or negotiations concerning regarding, or provide any non-public information to any Person in connection with, any Acquisition Proposal, except to notify such Person of the existence of this Section 5.2. Notwithstanding anything to the contrary set forth in this Agreement, prior to the Acceptance Time the Company may (A) provide non-public information in response to a request therefor by a Person who has made an unsolicited written Acquisition Proposal; and/or (B) engage in any discussions or negotiations with any Person who has made such an Acquisition Proposal, if prior to taking any action described in clause (A) or knowingly facilitate (B), (x) the Company receives from such Person an executed confidentiality agreement containing nondisclosure provisions that are substantially similar to those contained in the Confidentiality Agreement, dated September 29, 2011, between Parent and the Company (the “Confidentiality Agreement”) (it being understood that such confidentiality agreement need not contain any effort “standstill” provisions or attempt to make otherwise prohibit the making or implement an amendment of any Acquisition Proposal), (y) the Company Board determines in good faith after consultation with its outside legal counsel and its financial advisor that such Acquisition Proposal either constitutes a Superior Proposal or accept an Acquisition could reasonably be expected to result in a Superior Proposal. Notwithstanding anything , and (z) the Company Board determines in this Agreement good faith after consultation with its outside legal counsel that the failure to take such action would be inconsistent with the Company Board’s fiduciary obligations to the contrary, SCB and SCB's board of directors shall be permitted to the extent applicable, comply with Rule 14d-9 and Rule 14e-2 promulgated Company’s stockholders under the Exchange Act with regard to an Acquisition Proposal, with applicable case law, and with applicable fiduciary responsibilitiesLaw. SCB shall notify CIBER promptly of any and all inquiries, proposals or offers received by, any such information requested from, or any discussions or negotiations sought to be initiated with, any of its representatives with regard to an Acquisition Proposal, indicating the name of the parties involved and the material terms and conditions of any inquiries, proposals or offers. Nothing in this Agreement shall prohibit the SCB Board from engaging in the activities described above with With respect to any person who has submitted non-public information regarding the Company provided to any other Person that was not previously provided to Parent, the Company shall provide such non-public information to Parent substantially simultaneously with the provision of such information to such other Person. The Company shall keep Parent reasonably informed on an unsolicited a current basis to SCB (i) an of the status and terms of any Acquisition Proposal believed (including any material changes to the key terms thereof) and the general status of any discussions and negotiations with respect thereto. In addition, during the period from the date of this Agreement through the Acceptance Time, the Company shall not terminate, amend, modify or waive any provision of any confidentiality, “standstill” or similar agreement entered into by the SCB Company or its Subsidiary prior to the date of this Agreement, unless the Company Board determines in good faith after consultation with its outside legal counsel that the failure to take such action would be bona fide or (ii) an expression of interest believed by inconsistent with the SCB Board in good faith to be bona fide indicating such person's desire to pursue the possibility of making an Acquisition Proposal on terms believed by the SCB Board to be financially superior Company Board’s fiduciary obligations to the Merger (a "Superior Proposal") and, in either such case:Company’s stockholders under applicable Law.

Acquisition Proposals. SCB agrees that neither it nor any (a) During the period beginning on the date of this Agreement and continuing until 11:59 p.m. (New York time) on May 9, 2019 (such date and time, the “No-Shop Period Start Date”), the Company, its Subsidiaries nor any of the officers and directors of it or its Subsidiaries shall, and that it shall use its reasonable best efforts to cause its and its Subsidiaries' employees, agents and representatives their respective Representatives shall have the right to (including any investment banker, attorney or accountant retained by it or any of its Subsidiariesi) not to, directly or indirectly, initiate, solicit, solicit and encourage or facilitate (including by way of furnishing information) any inquiries or with respect to the making of any proposal or offer with respect to a merger, reorganization, share exchange, consolidation, amalgamation, business combination, recapitalization, liquidation, dissolution, joint venture, partnership, alliance or similar transaction involving itthat constitutes, or any purchase or sale of the consolidated assets (including without limitation stock of Subsidiaries) of SCB and its Subsidiarieswould reasonably be expected to lead to, taken as a whole, having an aggregate value equal to 25% or more of the market capitalization of SCB, or any purchase or sale of, or tender or exchange offer for, 25% or more of the equity securities of SCB (being hereinafter referred to as an "Acquisition Proposal"). SCB further agrees , (ii) engage in and otherwise participate in any discussions or negotiations regarding an Acquisition Proposal or that neither it nor any of its Subsidiaries nor any of the officers and directors of it or its Subsidiaries shall, and that it shall use its reasonable best efforts would reasonably be expected 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, have any discussion with or provide any information or data to any Person relating lead to an Acquisition Proposal, (iii) cooperate with, assist, participate in or engage in facilitate any such inquiries, proposals, offers, discussions or negotiations concerning an Acquisition Proposal, or knowingly facilitate any effort or attempt to make any Acquisition Proposal, including by granting a waiver, amendment or implement release under any pre-existing confidentiality, “standstill” or similar provision, and (iv) provide non-public information to any Person relating to the Company or any of its Subsidiaries with respect to an Acquisition Proposal pursuant to an Acceptable Confidentiality Agreement; provided, that the Company shall promptly (and in any event within twenty-four (24) hours) make available to Parent Holdco, Parent and Merger Sub any material non-public information concerning the Company or accept an its Subsidiaries that is provided to any such Person or group of Persons which was not previously made available to Parent Holdco, Parent or Merger Sub. The Company shall promptly notify Parent Holdco and Parent in writing of the identity of each Person or group of Persons (a “Go-Shop Party”) from whom the Company received a written Acquisition Proposal after the execution of this Agreement and prior to the No-Shop Period Start Date (a “Go-Shop Acquisition Proposal. Notwithstanding anything ”), which the Company Board has determined in this Agreement good faith (after consultation with its financial advisor of nationally recognized reputation and outside legal counsel) that such Go-Shop Acquisition Proposal constitutes, or could reasonably be expected to the contrarylead to, SCB and SCB's board of directors shall be permitted to the extent applicable, comply with Rule 14d-9 and Rule 14e-2 promulgated under the Exchange Act with regard to an Acquisition a Superior Proposal, with applicable case law, and with applicable fiduciary responsibilities. SCB shall notify CIBER promptly of any and all inquiries, proposals or offers received by, any such information requested from, or any discussions or negotiations sought to be initiated with, any of its representatives with regard to an Acquisition Proposal, indicating the name of the parties involved and the material terms and conditions of any inquiries, proposals or offers. Nothing in this Agreement shall prohibit the SCB Board from engaging in the activities described above with respect to any person who has submitted on an unsolicited basis to SCB (i) an such Go-Shop Acquisition Proposal believed by the SCB Board in good faith to be bona fide or (ii) an expression of interest believed by the SCB Board in good faith to be bona fide indicating such person's desire to pursue the possibility of making an Acquisition Proposal on terms believed by the SCB Board to be financially superior to the Merger (a "Superior Proposal") and, in either such case:.

Acquisition Proposals. SCB agrees that neither it nor any (a) Notwithstanding anything to the contrary contained in this Agreement, during the period beginning on the date of its Subsidiaries nor any this Agreement and continuing until 12:01 a.m. New York City time on the thirtieth (30th) calendar day after the date of this Agreement (the officers and directors of it or its Subsidiaries shall“No-Shop Period Start Date”), and that it shall use its reasonable best efforts to cause its the Seller and its Subsidiaries' employees, agents and representatives Representatives shall have the right to (including any investment banker, attorney or accountant retained by it or any of its Subsidiariesi) not to, directly or indirectly, initiate, solicit, solicit and encourage or facilitate (including by way of furnishing information) any inquiries inquiry or the making of any proposal or offer that constitutes a Seller Acquisition Proposal, including by providing information (including non-public information and data) regarding, and affording access to the business, properties, assets, books, records and personnel of, the Seller and its Subsidiaries to any Person pursuant to (x) a confidentiality agreement entered into by such Person containing reasonable and customary confidentiality terms protecting the Confidential Information of the Ameri Companies or (y) to the extent applicable, the confidentiality agreement entered into with such Person prior to the date of this Agreement (any such confidentiality agreement, an “Acceptable Confidentiality Agreement”); provided that the Seller shall promptly (and in any event within forty-eight (48) hours) make available to Buyer any non-public information concerning the Seller or its Subsidiaries that is provided to any Person given such access that was not previously made available to Buyer, and (ii) engage in, enter into, continue or otherwise participate in any discussions or negotiations with any Persons or group of Persons with respect to a merger, reorganization, share exchange, consolidation, amalgamation, business combination, recapitalization, liquidation, dissolution, joint venture, partnership, alliance or similar transaction involving it, or any purchase or sale of the consolidated assets (including without limitation stock of Subsidiaries) of SCB Seller Acquisition Proposals and its Subsidiaries, taken as a whole, having an aggregate value equal to 25% or more of the market capitalization of SCB, or any purchase or sale of, or tender or exchange offer for, 25% or more of the equity securities of SCB (being hereinafter referred to as an "Acquisition Proposal"). SCB further agrees that neither it nor any of its Subsidiaries nor any of the officers and directors of it or its Subsidiaries shall, and that it shall 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, have any discussion cooperate with or provide assist or participate in or facilitate any information such inquiries, proposals, discussions or data to any Person relating to an Acquisition Proposal, negotiations or engage in any negotiations concerning an Acquisition Proposal, or knowingly facilitate any effort or attempt to make any Seller Acquisition Proposals. No later than two (2) Business Days after the No-Shop Period Start Date, the Seller shall notify Buyer in writing of the identity of each Person or implement an group of Persons from whom the Seller received a written Seller Acquisition Proposal or accept an Acquisition Proposal. Notwithstanding anything in after the execution of this Agreement and prior to the contrary, SCB No-Shop Period Start Date and SCB's board of directors shall be permitted provide to the extent applicable, comply with Rule 14d-9 and Rule 14e-2 promulgated under the Exchange Act with regard to an Acquisition Proposal, with applicable case law, and with applicable fiduciary responsibilities. SCB shall notify CIBER promptly Buyer (x) a copy of any Seller Acquisition Proposal made in writing and all inquiries, proposals or offers received by, any such information requested from, or any discussions or negotiations sought to be initiated with, any (y) a written summary of its representatives with regard to an Acquisition Proposal, indicating the name of the parties involved and the material terms and conditions of any inquiries, proposals or offers. Nothing in this Agreement shall prohibit the SCB Board from engaging in the activities described above with respect to any person who has submitted on an unsolicited basis to SCB (i) an Seller Acquisition Proposal believed by the SCB Board not made in good faith to be bona fide writing (including any terms proposed orally or (ii) an expression of interest believed by the SCB Board in good faith to be bona fide indicating such person's desire to pursue the possibility of making an Acquisition Proposal on terms believed by the SCB Board to be financially superior to the Merger (a "Superior Proposal") and, in either such case:supplementally).

Acquisition Proposals. SCB agrees that neither it nor any of its Subsidiaries nor any From and after the execution of the officers Merger Agreement until the earlier to occur of the termination of the Merger Agreement and directors of it the Effective Time, Silicon Image and its subsidiaries are required to immediately cease any and all existing activities, discussions or negotiations with any persons conducted with respect to any proposal that constitutes or may reasonably be expected to lead to, any Acquisition Proposal, as defined below. Silicon Image and its Subsidiaries shallsubsidiaries shall not, and that it shall use its reasonable best efforts to cause its and its Subsidiaries' each of their respective directors, officers or other employees, agents controlled affiliates, and representatives (including will direct or any investment banker, attorney or accountant other advisors or representatives retained by it any of them to not to (and shall not authorize any of them to), directly or indirectly: • solicit, initiate, knowingly encourage, knowingly assist, knowingly facilitate or knowingly induce the making, submission or announcement of, any proposal or transaction that constitutes or could reasonably be expected to lead to an Acquisition Proposal or Acquisition Transaction, as defined below; • participate or engage in discussions or negotiations with any person (other than Parent or Purchaser) regarding any proposal or transaction that constitutes or could reasonably be expected to lead to an Acquisition Proposal or Acquisition Transaction; Table of Contents • furnish any non-public information relating to Silicon Image or any of its Subsidiaries) not subsidiaries, or afford access to the business, properties, assets, books or records of Silicon Image or any of its subsidiaries to, directly or indirectlytake any other action intended to knowingly encourage, initiateor assist or facilitate, solicitany person (other than Parent or Purchaser) that, encourage or facilitate (including by way to Silicon Image’s knowledge, is seeking to make or, in the 12 months prior to the date of furnishing information) any inquiries or the making of Merger Agreement has made, any proposal or offer transaction that constitutes or could reasonably be expected to lead to an Acquisition Proposal or Acquisition Transaction; • enter into any letter of intent, memorandum of understanding, definitive agreement or similar document or contract or commitment contemplating or otherwise relating to any Acquisition Proposal or Acquisition Transaction (other than a nondisclosure agreement meeting certain requirements specified in the Merger Agreement); • approve, endorse or recommend any Acquisition Proposal; • except to the extent specifically permitted under the Merger Agreement to allow a party to make a confidential Acquisition Proposal, terminate, amend, waive or fail to enforce any rights under any standstill or other similar agreement between Silicon Image or any of its subsidiaries and any person (other than Parent); or • waive the applicability of all or any portion of Section 203 of the DGCL, the Delaware anti-takeover statute, in respect of any Person (other than Parent and its affiliates) in relation to any Acquisition Proposal or Acquisition Transaction. However, prior to the Acceptance Time, the Silicon Image Board may: • engage or participate in discussions or negotiations with respect any person that has made and not withdrawn a bona fide, written Acquisition Proposal that the Silicon Image Board concludes in good faith (after consultation with its financial advisor of nationally recognized standing and its outside legal counsel) constitutes or is reasonably likely to lead to a merger, reorganization, share exchange, consolidation, amalgamation, business combination, recapitalization, liquidation, dissolution, joint venture, partnership, alliance or similar transaction involving it, or any purchase or sale of the consolidated assets Superior Proposal (including without limitation stock of Subsidiaries) of SCB as defined below); and • furnish to such person non-public information relating to Silicon Image and its Subsidiariessubsidiaries pursuant to a nondisclosure agreement the terms of which are no less favorable to Silicon Image than those contained in the Confidentiality Agreement (as defined in Section 11—“The Merger Agreement; Other Agreements—Confidentiality Agreement”) which shall not include any provisions that would prevent or restrict Silicon Image or its representatives from providing any information to Parent to which Parent is entitled under the Merger Agreement (and Silicon Image shall be permitted to negotiate and enter into such a nondisclosure agreement) unless Silicon Image shall, taken as prior to December 21, 2014, already be a wholeparty to such an agreement with such third party and shall not include any provision calling for any exclusive right to negotiate with such third party; provided, having an aggregate value equal however, in order to 25% or more of take any action described in the market capitalization of SCBtwo bullets above, or any purchase or sale of, or tender or exchange offer for, 25% or more of the equity securities of SCB (being hereinafter referred to as an "Acquisition Proposal"). SCB further agrees that i) neither it Silicon Image nor any of its Subsidiaries nor subsidiaries can have breached or violated in any material respect its obligations described in this Section 11—“The Merger Agreement; Other Agreements—Merger Agreement—Acquisition Proposals,” (ii) the Silicon Image Board must have determined in good faith (after consultation with outside legal counsel) that the failure to take such action would be inconsistent with its fiduciary duties to Silicon Image’s stockholders under Delaware law, (iii) Silicon Image must give Parent prior written notice of the officers and directors of it or its Subsidiaries shall, and that it shall 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, have any discussion with or provide any information or data to any Person relating to an Acquisition Proposal, or engage and of Silicon Image’s intention to take such actions and (iv) contemporaneously with furnishing any non-public information to such person, Silicon Image shall also furnish such non-public information to Parent to the extent not been previously furnished to Parent. Silicon Image shall promptly advise Parent in writing of any negotiations concerning an bona fide Acquisition Proposal, or knowingly facilitate any effort or attempt request for information that would reasonably be expected to make or implement lead to an Acquisition Proposal or accept an Acquisition Proposal. Notwithstanding anything in this Agreement to the contrary, SCB and SCB's board of directors shall be permitted to the extent applicable, comply with Rule 14d-9 and Rule 14e-2 promulgated under the Exchange Act with regard to an Acquisition Proposal, with applicable case law, and with applicable fiduciary responsibilities. SCB shall notify CIBER promptly of any and all inquiries, proposals or offers received by, any such information requested from, Transaction or any discussions inquiry that would reasonably be expected to lead to any Acquisition Proposal or negotiations sought to be initiated withAcquisition Transaction, any of its representatives with regard to an Acquisition Proposal, indicating the name of the parties involved and including the material terms and conditions thereof and the identity of the person or group making any such Acquisition Proposal, request or inquiry; provided that Silicon Image may redact, and not disclose, the identity of Table of Contents the Person or group making any such Acquisition Proposal if disclosure of such identity would violate the terms of an existing confidentiality agreement. Silicon Image is obligated to keep Parent promptly and reasonably informed of the status, including all material amendments or proposed amendments, of any inquiriesAcquisition Proposal, proposals request or offersinquiry. Nothing Silicon Image must also notify Parent at least 24 hours before any meeting of the Silicon Image Board at which the Silicon Image Board is reasonably expected to consider an Acquisition Proposal or Acquisition Transaction, an inquiry relating to a potential Acquisition Proposal or Acquisition Transaction, or a request to provide non-public information to any Person in relation to an Acquisition Proposal or Acquisition Transaction. Neither the Silicon Image Board nor any committee thereof shall (i) fail to make, withhold, withdraw, amend, qualify or modify the Silicon Image Board Recommendation, (ii) approve, endorse or recommend an Acquisition Proposal or Acquisition Transaction, (iii) following the date of the Acquisition Proposal or any material modification thereto is first made public or sent or given to the Silicon Image stockholders, fail to issue a press release reaffirming the Silicon Image Board Recommendation within three business days following Parent’s written request to do so, (iv) take any action to exempt or make any person (other than Parent or Purchaser) not subject to the provisions of Section 203 of the DGCL or any other potentially applicable anti-takeover or similar statute or regulation, (v) within three business days following Parent’s written request to do so, fail to publicly recommend against any Acquisition Proposal that is a tender offer or exchange offer for Shares within 10 business days after commencement of such offer (and at all times thereafter during which any such tender offer or exchange offer is pending) and reaffirm the Silicon Image Board Recommendation within such 10 business day-period (and at all times thereafter during which any such tender offer or exchange offer is pending), (vi) fail to include the Silicon Image Board Recommendation in the Schedule 14D-9, or (vii) resolve, agree or publicly propose to take any of the foregoing actions (any action described in the preceding clauses (i), (ii), (iii), (iv), (v) or (vi) being referred to in this Agreement Offer to Purchase as a “Silicon Image Board Recommendation Change”); provided, however, that a “stop, look and listen” communication by the Silicon Image Board pursuant to and in compliance with Rule 14d-9(f) of the Exchange Act shall prohibit the SCB not be deemed to be a Silicon Image Board from engaging in the activities described above Recommendation Change. The Silicon Image Board may effect a Silicon Image Board Recommendation Change with respect to any person who has submitted on an unsolicited basis to SCB (i) an Acquisition Proposal believed by at any time prior to the SCB Acceptance Time, if the Silicon Image Board has received a bona fide, written Acquisition Proposal that constitutes a Superior Proposal that has not been withdrawn and: • neither Silicon Image nor any of its subsidiaries has breached or violated its obligations described in this Section 11—“The Merger Agreement; Other Agreements—Merger Agreement—Acquisition Proposals,” with respect to such Acquisition Proposal or any person making such Acquisition Proposal, • the Silicon Image Board has determined in good faith to be bona fide (after consultation with outside legal counsel and after considering any counter-offer or (ii) an expression proposal made by Parent), that, in light of interest believed the foregoing Superior Proposal, the failure by the SCB Silicon Image Board to effect a Silicon Image Board Recommendation Change would reasonably be expected to constitute a breach of its fiduciary duties to Silicon Image stockholders under Delaware law; • prior to effecting such Silicon Image Board Recommendation Change, the Silicon Image Board has given Parent at least three business days prior written notice thereof, which notice attaches such Superior Proposal, identities the person making such Superior Proposal, describes the terms and conditions of such Superior Proposal in reasonable detail, and provides Parent with the opportunity to meet with the Silicon Image Board and its outside legal counsel to discuss a modification of the terms and conditions of the Merger Agreement; and • Parent has not made, within two business days after its receipt of Silicon Image’s written notice of its intention to effect a Silicon Image Board Recommendation Change, a counter-offer or proposal that the Silicon Image Board has determined in good faith (after consultation with a financial advisor of nationally recognized standing and its outside legal counsel) is at least as favorable to be bona fide indicating Silicon Image’s stockholders as such person's desire Superior Proposal. Table of Contents Parent and Silicon Image have agreed that every subsequent material revision or material modification to pursue any such Superior Proposal shall require a new written notice thereof by Silicon Image to Parent and a new two business day “matching” period following the possibility of making initial three business day “matching” period. In addition, following or concurrent with a Silicon Image Board Recommendation Change, authorize Silicon Image to terminate the Merger Agreement and enter into a definitive agreement providing for an Acquisition Transaction with respect to a Superior Proposal on terms believed by (if concurrently with entering into such agreement, Silicon Image terminates the SCB Board to be financially superior Merger Agreement pursuant to the Merger Agreement). Silicon Image is obligated to keep confidential any such counter-offers or proposals made by Parent to revise the terms of the Merger Agreement, except to the extent required to be disclosed in any SEC reports or pursuant to applicable law or stock exchange listing requirement. To the extent that any “matching” period would expire after the Expiration Time, the Expiration time shall be automatically extended such that it will occur on the first business day after the expiration of such “matching” period. In addition, the Silicon Image Board may effect a Silicon Image Board Recommendation Change at any time prior to the Acceptance Time in response to an Intervening Event (a "Superior Proposal"as defined below) andif: • an Intervening Event has occurred; • neither Silicon Image nor any of its subsidiaries has breached or violated the provisions of this Section 11—“The Merger Agreement; Other Agreements—Merger Agreement—Acquisition Proposals”; • the Silicon Image Board has determined in good faith (after consultation with outside legal counsel) that, in either light of such caseIntervening Event, the failure by the Silicon Image Board to effect a Silicon Image Board Recommendation Change would reasonably be expected to constitute a breach of its fiduciary duties to Silicon Image’s stockholders under Delaware law; • prior to effecting such Silicon Image Board Recommendation Change, the Silicon Image Board has given Parent at least three business days prior written notice thereof specifying the material facts underlying the Silicon Image Board’s determination that an Intervening Event has occurred and the rationale and basis for such Silicon Image Board Recommendation Change and giving Parent the opportunity to meet with Silicon Image’s outside legal counsel with the purpose and intent of enabling Parent and Silicon Image to discuss in good faith a modification of the terms and conditions of the Merger Agreement so as to obviate the need to effect a Silicon Image Board Recommendation Change on the basis of such Intervening Event; and • following the expiration of such three business day period, the Silicon Image Board has determined in good faith (after consultation with outside legal counsel) and after giving consideration to any offer or proposal from Parent, that, in light of such Intervening Event, the failure by the Silicon Image Board to effect a Silicon Image Board Recommendation Change would reasonably be expected to constitute a breach of its fiduciary duties to Silicon Image’s stockholders under Delaware law. For purposes of this Offer to Purchase:

Acquisition Proposals. SCB agrees that neither it nor any of its Subsidiaries nor any of the officers and directors of it or its Subsidiaries shallSo long as this Agreement remains in effect, except as otherwise expressly permitted by this Agreement, DCB shall not, and that it shall use its reasonable best efforts to not authorize, permit or cause its any DCB Subsidiary and its Subsidiaries' employees, agents and representatives (including any investment banker, attorney or accountant retained by it or any of its Subsidiaries) not their respective Representatives to, directly or indirectly, : (A) initiate, solicit, induce or encourage or facilitate (including by way of furnishing information) ), or take any inquiries or action to facilitate the making of any proposal or offer with respect to a merger, reorganization, share exchange, consolidation, amalgamation, business combination, recapitalization, liquidation, dissolution, joint venture, partnership, alliance or similar transaction involving it, or any purchase or sale of the consolidated assets (including without limitation stock of Subsidiaries) of SCB and its Subsidiaries, taken as a whole, having an aggregate value equal to 25% or more of the market capitalization of SCB, or any purchase or sale of, any inquiry, offer or tender proposal that constitutes, relates or exchange offer for, 25% or more of the equity securities of SCB (being hereinafter referred could reasonably be expected to as lead to an "Acquisition Proposal"). SCB further agrees that neither it nor any of its Subsidiaries nor any of the officers and directors of it or its Subsidiaries shall, and that it shall 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 SubsidiariesB) not to, directly or indirectly, have any discussion with or provide any information or data respond to any Person inquiry relating to an Acquisition Proposal, ; (C) recommend or engage in any negotiations concerning endorse an Acquisition Proposal, ; (D) participate in any discussions or knowingly facilitate negotiations regarding any effort or attempt to make or implement an Acquisition Proposal or accept furnish, or otherwise afford access, to any Person (other than OLB) any information or data with respect to DCB or any DCB Subsidiary or otherwise relating to an Acquisition Proposal; (E) release any Person from, waive any provisions of, or fail to enforce any confidentiality agreement or standstill agreement to which DCB or any DCB Subsidiary is a party; or (F) enter into any agreement, agreement in principle, letter of intent or similar instrument, including any exclusivity agreement, with respect to any Acquisition Proposal or approve or resolve to approve any Acquisition Proposal or any agreement, agreement in principle, letter of intent or similar instrument relating to an Acquisition Proposal. Notwithstanding anything in Any violation of the foregoing restrictions by DCB or any of its Representatives, whether or not such Representative is so authorized and whether or not such Representative is purporting to act on behalf of DCB or otherwise, shall be deemed to be a breach of this Agreement by DCB. DCB and each DCB Subsidiary shall, and shall cause each of its Representatives to, immediately cease and cause to be terminated any and all existing discussions, negotiations, and communications with any Person with respect to any existing or potential Acquisition Proposal. Notwithstanding the foregoing, prior to the contraryapproval of the Agreement and the Merger by DCB’s stockholders at the DCB Common Stockholders’ Meeting, SCB DCB may respond to an inquiry, furnish nonpublic information regarding itself and SCB's the DCB Subsidiaries to, or enter into discussions with, any Person in response to an unsolicited Acquisition Proposal that is submitted to DCB by such Person (and not withdrawn) if: (A) DCB’s board of directors shall be permitted determines in good faith, after consultation with and having considered the advice of its outside legal counsel and the advice of RP Financial, LC., that such Acquisition Proposal constitutes or is reasonably likely to lead to a Superior Proposal (as defined below); (B) DCB has not violated any of the extent applicablerestrictions set forth in this Section 5.7(a)(ii); (C) DCB’s board of directors determines in good faith, after consultation with and based upon the advice of its outside legal counsel and the advice of RP Financial, LC., that such action is required in order for the board of directors to comply with Rule 14d-9 its fiduciary obligations under applicable Law; and Rule 14e-2 promulgated under (D) at least two Business Days prior to furnishing any nonpublic information to, or entering into discussions with, such Person, DCB provides OLB with written notice of the Exchange Act identity of such Person and of DCB’s intention to furnish nonpublic information to, or enter into discussions with, such Person and DCB receives from such Person an executed confidentiality agreement on terms no more favorable to such Person than the Confidentiality Agreement, which confidentiality agreement shall not provide such Person with regard any exclusive right to an Acquisition Proposalnegotiate with DCB. DCB shall promptly provide to OLB any non-public information regarding DCB or any DCB Subsidiary provided to any other Person that was not previously provided to OLB, with applicable case law, such additional information to be provided no later than the date of provision of such information to such other Person. DCB shall promptly (and with applicable fiduciary responsibilities. SCB shall in any event within 24 hours) notify CIBER promptly of OLB in writing if any and all inquiries, proposals or offers are received by, any such information is requested from, or any negotiations or discussions or negotiations are sought to be initiated or continued with, DCB, any DCB Subsidiary or any of its representatives their Representatives, in each case in connection with regard to an any Acquisition Proposal, indicating and such notice shall indicate the name of the parties involved Person initiating such discussions or negotiations or making such proposal, offer or information request and the material terms and conditions of any inquiries, proposals or offers. Nothing in this Agreement shall prohibit the SCB Board from engaging offers (and, in the activities described above case of written materials relating to such proposal, offer, information request, negotiations or discussion, providing copies of such materials (including e-mails or other electronic communications)). DCB agrees that it shall keep OLB informed, on a current basis, of the status and terms of any such proposal, offer, information request, negotiations or discussions (including any amendments or modifications to such proposal, offer or request). DCB further agrees that it will provide OLB with the opportunity to present its own proposal to the DCB board of directors in response to any such proposal or offer and negotiate with OLB in good faith with respect to any person who has submitted on an unsolicited basis to SCB (i) an Acquisition Proposal believed by the SCB Board in good faith to be bona fide or (ii) an expression of interest believed by the SCB Board in good faith to be bona fide indicating such person's desire to pursue the possibility of making an Acquisition Proposal on terms believed by the SCB Board to be financially superior to the Merger (a "Superior Proposal") and, in either such case:proposal.

Acquisition Proposals. SCB agrees that neither it nor any (a) Notwithstanding anything to the contrary contained in this Agreement, during the period beginning on the date of this Agreement and continuing until 11:59 p.m. (New York City time) on the 30th calendar day after the date of this Agreement (the “Solicitation Period End Date”), the Company and its Subsidiaries nor any and their respective directors, officers, employees, investment bankers, attorneys, accountants and other advisors or representatives (collectively, “Representatives”) shall have the right (under the direction of the officers and directors of it or its Subsidiaries shall, and that it shall use its reasonable best efforts to cause its and its Subsidiaries' employees, agents and representatives Company Board) to: (including any investment banker, attorney or accountant retained by it or any of its Subsidiariesi) not to, directly or indirectly, initiate, solicit, facilitate and encourage or facilitate (any Acquisition Proposal, including by way of furnishing providing access to non-public information to any Person pursuant to (but only pursuant to) an Acceptable Confidentiality Agreement executed by the Person receiving such non-public information that is and will remain in effect at least until the Outside Date (provided that (A) the Company shall promptly make available to Parent and Merger Subsidiary any material non-public information that the Company provides to any person given such access that was not previously provided to or made available to Parent or Merger Subsidiary, and shall give Parent and Merger Subsidiary notice confirming that such disclosure is being made pursuant to the Company’s obligations under this Section 7.03(a) and (B) the Company and its Subsidiaries and their respective Representatives shall withhold such portions of documents or information, or provide pursuant to customary “clean-room” or other appropriate procedures, to the extent relating to any pricing or other matters that are highly sensitive or competitive in nature if the exchange of such information (or portions thereof), in the Company’s reasonable judgment, would reasonably be likely to be harmful to the operation of the Company or its Subsidiaries in any material respect); and (ii) engage or enter into, continue or otherwise participate in any inquiries discussions or the making negotiations with any Persons or groups of any proposal or offer Persons with respect to a merger, reorganization, share exchange, consolidation, amalgamation, business combination, recapitalization, liquidation, dissolution, joint venture, partnership, alliance any Acquisition Proposals or similar transaction involving itotherwise cooperate with, or any purchase assist or sale of the consolidated assets (including without limitation stock of Subsidiaries) of SCB and its Subsidiaries, taken as a whole, having an aggregate value equal to 25% or more of the market capitalization of SCBparticipate in, or facilitate, any purchase such inquiries, proposals, discussions or sale of, negotiations or tender or exchange offer for, 25% or more of the equity securities of SCB (being hereinafter referred to as an "Acquisition Proposal"). SCB further agrees that neither it nor any of its Subsidiaries nor any of the officers and directors of it or its Subsidiaries shall, and that it shall 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, have any discussion with or provide any information or data to any Person relating to an Acquisition Proposal, or engage in any negotiations concerning an Acquisition Proposal, or knowingly facilitate any effort or attempt to make or implement an any Acquisition Proposal or accept an Acquisition ProposalProposals. Notwithstanding anything in this Agreement to the contrary, SCB and SCB's board of directors shall be permitted to the extent applicable, comply with Rule 14d-9 and Rule 14e-2 promulgated under the Exchange Act with regard to an Acquisition Proposal, with applicable case law, and with applicable fiduciary responsibilities. SCB shall notify CIBER promptly of any and all inquiries, proposals or offers received by, any such information requested from, or any discussions or negotiations sought to be initiated with, any of its representatives with regard to an Acquisition Proposal, indicating the name of the parties involved and the material terms and conditions of any inquiries, proposals or offers. Nothing in this Agreement shall prohibit the SCB Board from engaging in the activities described above with respect to any person who has submitted on an unsolicited basis to SCB (i) an Acquisition Proposal believed by the SCB Board in good faith to be bona fide or (ii) an expression of interest believed by the SCB Board in good faith to be bona fide indicating such person's desire to pursue the possibility of making an Acquisition Proposal on terms believed by the SCB Board to be financially superior to the Merger (a "Superior Proposal") and, in either such case:50

Acquisition Proposals. SCB agrees that neither it nor any (a) Notwithstanding anything to the contrary contained in this Agreement, during the period beginning on the date of its Subsidiaries nor any of this Agreement and continuing until 11:59 p.m. (California time) on December 2, 2020 (the officers “No-Shop Period Start Date”), the Company and directors of it or its Subsidiaries shall, the other Acquired Companies and that it their respective Representatives shall use its reasonable best efforts have the right to cause its and its Subsidiaries' employees, agents and representatives (including any investment banker, attorney or accountant retained by it or any of its Subsidiariesi) not to, directly or indirectly, initiate, solicit, facilitate and encourage or facilitate (including by way of furnishing information) any inquiries inquiry or the making of any proposal or offer with respect to a merger, reorganization, share exchange, consolidation, amalgamation, business combination, recapitalization, liquidation, dissolution, joint venture, partnership, alliance or similar transaction involving itthat constitutes, or any purchase could reasonably be expected to constitute or sale of the consolidated assets (including without limitation stock of Subsidiaries) of SCB and its Subsidiaries, taken as a whole, having an aggregate value equal to 25% or more of the market capitalization of SCB, or any purchase or sale of, or tender or exchange offer for, 25% or more of the equity securities of SCB (being hereinafter referred to as an "Acquisition Proposal"). SCB further agrees that neither it nor any of its Subsidiaries nor any of the officers and directors of it or its Subsidiaries shall, and that it shall 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, have any discussion with or provide any information or data to any Person relating lead to an Acquisition Proposal, including by providing information (including non-public information and data) regarding, and affording access to the business, properties, assets, books, records and personnel of, the Company and its Subsidiaries to any Person (and its Representatives, including potential financing sources) subject to the entry into, and in accordance with, an Acceptable Confidentiality Agreement; provided that the Company shall make available to Parent and Merger Sub any non-public information or engage data concerning the Company or its Subsidiaries that is provided to any Person given such access that was not previously made available to Parent or Merger Sub promptly (and in any event within forty-eight (48) hours) after the time it is furnished to such Person, and (ii) engage in, enter into or otherwise participate in any discussions or negotiations concerning with any Persons (and their respective Representatives, including potential financing sources) with respect to any Acquisition Proposals (or inquiries, proposals or offers or other efforts that constitute or could reasonably be expected to constitute or lead to an Acquisition Proposal, including any Person that has informed the Company or knowingly its Representatives of an intention to make or has publicly announced an intention to make an Acquisition Proposal) and cooperate with or assist or participate in or facilitate or encourage any such inquiries, proposals, offers, discussions or negotiations or any effort or attempt to make any Acquisition Proposals, including granting a waiver, amendment or implement an release under any confidentiality or pre-existing standstill or similar provision with respect to the Company or its Subsidiaries; provided, that the Company and its Subsidiaries will not pay, agree to pay or cause to be paid or reimburse, agree to reimburse or cause to be reimbursed, the expenses of any such Person in connection with any Acquisition Proposal Proposals or accept any inquiries, discussions or requests with respect to or the making of any proposal or offer that constitutes or would reasonably be expected to lead to an Acquisition Proposal. Notwithstanding anything in this Agreement to No later than forty-eight (48) hours after the contraryNo-Shop Period Start Date, SCB and SCB's board of directors shall be permitted to the extent applicable, comply with Rule 14d-9 and Rule 14e-2 promulgated under the Exchange Act with regard to an Acquisition Proposal, with applicable case law, and with applicable fiduciary responsibilities. SCB Company shall notify CIBER promptly of any and all inquiries, proposals or offers received by, any such information requested from, or any discussions or negotiations sought to be initiated with, any of its representatives with regard to an Acquisition Proposal, indicating the name Parent in writing of the number of parties involved and the material terms and conditions of any inquiries, proposals or offers. Nothing in this Agreement shall prohibit the SCB Board from engaging in the activities described above with respect to any person who has that submitted on an unsolicited basis to SCB (i) an Acquisition Proposal believed prior to the No-Shop Period Start Date, which notice shall include a summary of all material terms of any pending Acquisition Proposals that were made in writing by any Excluded Party or any other Acquisition Proposal which the SCB Board or any Independent Committee determined in good faith to be bona fide faith, after consultation with its Financial Advisor and outside legal counsel, warranted the Board’s or (ii) an expression of interest believed by the SCB Board in good faith to be bona fide indicating such person's desire to pursue the possibility of making an Acquisition Proposal on terms believed by the SCB Board to be financially superior to the Merger (a "Superior Proposal") and, in either such case:any Independent Committee’s further discussion.

Acquisition Proposals. SCB agrees that neither it nor Anything herein to the contrary notwithstanding, at or prior to a hearing in the Bankruptcy Court on the motion to approve the Sale Order, the Sellers may furnish information concerning the Business to any of its Subsidiaries nor any of qualified Person in order to permit such Person to determine whether to make a higher and better offer for the officers Transferred Assets at such hearing or at such time prior to the hearing as the Bankruptcy Court may direct and directors of it or its Subsidiaries shall, the Sellers and that it shall 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, their Representatives may solicit, encourage and negotiate with any Persons to make offers for the Transferred Assets at or facilitate prior to such hearing, as the case may be; provided that, all potential bidders agree to be subject to substantially the same restrictions and limitations on the use of such information as those imposed on the Purchaser. Any other prospective purchaser or Person who receives proprietary information regarding the Sellers shall also agree to execute a separate non-disclosure agreement in form and substance similar to the Non-Disclosure Agreement entered into by and between the Purchaser and Parent on March 11, 2004 (including by way of furnishing information) any inquiries or the making of any proposal or offer with respect to a merger, reorganization, share exchange, consolidation, amalgamation, business combination, recapitalization, liquidation, dissolution, joint venture, partnership, alliance or similar transaction involving it, or any purchase or sale of the consolidated assets (including without limitation stock of Subsidiaries) of SCB and its Subsidiaries, taken as a whole, having an aggregate value equal to 25% or more of the market capitalization of SCB, or any purchase or sale of, or tender or exchange offer for, 25% or more of the equity securities of SCB (being hereinafter referred to as an "Acquisition ProposalNon-Disclosure Agreement"). SCB further agrees that neither it nor As promptly as practicable and in any of its Subsidiaries nor any event no later than two (2) Business Days prior to an auction of the officers and directors of it or its Subsidiaries shallTransferred Assets, and that it the Sellers shall 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, have any discussion with or provide any information or data to any Person relating to an Acquisition Proposal, or 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. Notwithstanding anything in this Agreement to inform the contrary, SCB and SCB's board of directors shall be permitted to the extent applicable, comply with Rule 14d-9 and Rule 14e-2 promulgated under the Exchange Act with regard to an Acquisition Proposal, with applicable case law, and with applicable fiduciary responsibilities. SCB shall notify CIBER promptly of any and all inquiries, proposals or offers received by, any such information requested from, or any discussions or negotiations sought to be initiated with, any of its representatives with regard to an Acquisition Proposal, indicating the name Purchaser of the parties involved and the material terms and conditions of any inquiriescompeting offer made for any portion of the Business or the Transferred Assets. Notwithstanding anything to the contrary set forth herein or in any other written or oral understanding or agreement between the parties hereto, proposals or offers. Nothing in this Agreement the parties acknowledge and agree that any obligations of confidentiality contained herein and therein shall prohibit not apply to the SCB Board from engaging in tax treatment and tax structure of the activities described above with respect transactions contemplated hereby upon the earlier to any person who has submitted on an unsolicited basis to SCB occur of (i) an Acquisition Proposal believed by the SCB Board in good faith date of the public announcement of discussions relating to be bona fide or the transactions, (ii) an expression the date of interest believed by the SCB Board in good faith public announcement of the transactions, or (iii) the date of the execution of this Agreement, all within the meaning of Treasury Regulations Section 1.6011-4; provided, however, that the foregoing is not intended to be bona fide indicating such personaffect each party's desire privilege to pursue the possibility of making an Acquisition Proposal on terms believed by the SCB Board to be financially superior to the Merger (a "Superior Proposal") andmaintain, in either such case:its sole discretion, the confidentiality of communications with its attorneys or with a federally authorized tax practitioner under Section 7525 of the Internal Revenue Code.

Acquisition Proposals. SCB agrees that neither it nor any (a) During the period beginning on the date of its Subsidiaries nor any of this Agreement and continuing until 5:00 p.m., New York City time, on June 29, 2014 (such period, the officers "Solicitation and directors of it or its Subsidiaries shallEarly Signing Period" and such date, and that it shall use its reasonable best efforts to cause its the "No Shop Period Start Date"), Protective and its Subsidiaries' employees, agents and representatives Representatives will have the right to (including any investment banker, attorney or accountant retained by it or any of its Subsidiariesi) not to, directly or indirectly, initiate, solicit, facilitate or encourage or facilitate (including by way of furnishing information) any inquiries inquiry or the making or announcement of any proposal that constitutes or offer with respect would reasonably be expected to a mergerlead to an Acquisition Proposal and (ii) participate or engage in or continue any discussions or negotiations regarding, reorganization, share exchange, consolidation, amalgamation, business combination, recapitalization, liquidation, dissolution, joint venture, partnership, alliance or similar transaction involving it, or furnish to any purchase or sale of the consolidated assets (including without limitation stock of Subsidiaries) of SCB and its Subsidiaries, taken as a whole, having an aggregate value equal to 25% or more of the market capitalization of SCB, or any purchase or sale of, or tender or exchange offer for, 25% or more of the equity securities of SCB (being hereinafter referred to as an "Acquisition Proposal"). SCB further agrees that neither it nor any of its Subsidiaries nor any of the officers and directors of it or its Subsidiaries shall, and that it shall 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, have any discussion with or provide Person any information or data with respect to, or otherwise cooperate with or take any other action to facilitate any proposal that constitutes or would reasonably be expected to lead to any Acquisition Proposal. Any non-public information relating to Protective and the Protective Subsidiaries furnished to any such Person will be furnished pursuant to and in accordance with a written confidentiality agreement containing confidentiality terms that are no more favorable in the aggregate than those contained in the Confidentiality Agreement (as amended by the terms of this Agreement) (any such confidentiality agreement, an "Acceptable Confidentiality Agreement"). No Acceptable Confidentiality Agreement may contain any provision that would prevent Protective from complying with its obligation to provide any disclosure to Dai-ichi required pursuant to this Section 6.05(a), Section 6.05(d) or Section 6.05(h). All information provided or made available by Protective or any Protective Subsidiary to any Person relating entering into an Acceptable Confidentiality Agreement that has not been previously provided or made available to Dai-ichi must be provided or made available by Protective concurrently with, or, if impractical, within 48 hours following, the time it is provided or made available to such Person. From the tenth day following the date of this Agreement through the No Shop Period Start Date, Protective will provide a written report to Dai-ichi every five Business Days setting forth (i) the total number of Persons contacted to date pursuant to this Section 6.05(a), (ii) the number of Persons that have affirmatively declined to receive information or enter into discussions regarding an Acquisition Proposal, (iii) the number of Persons that have affirmatively expressed interest in receiving information or engage in any negotiations concerning an Acquisition Proposal, or knowingly facilitate any effort or attempt to make or implement entering into discussions regarding an Acquisition Proposal and (iv) the number of Persons that have executed an Acceptable Confidentiality Agreement. The foregoing reports will not be required to include the identity of any of the foregoing Persons. In addition, as of 11:59 p.m., New York City time, on June 28, 2014, Protective will provide Dai-ichi with a written list identifying each Person that, on or accept prior to such date, has executed an Acceptable Confidentiality Agreement and has not subsequently affirmatively declined to receive information or enter into discussions regarding an Acquisition Proposal. Notwithstanding anything Protective will be required to provide information in this Agreement to the contrary, SCB and SCB's board of directors shall be permitted to the extent applicable, comply accordance with Rule 14d-9 and Rule 14e-2 promulgated under the Exchange Act with regard to an Acquisition Proposal, with applicable case law, and with applicable fiduciary responsibilities. SCB shall notify CIBER promptly of any and all inquiries, proposals or offers received by, any such information requested from, or any discussions or negotiations sought to be initiated with, any of its representatives with regard to an Acquisition Proposal, indicating the name of the parties involved and the material terms and conditions of any inquiries, proposals or offers. Nothing in this Agreement shall prohibit the SCB Board from engaging in the activities described above Section 6.05(h) with respect to any person who has submitted on an unsolicited basis to SCB (i) an Acquisition Proposal believed received by Protective after the SCB Board in good faith to be bona fide date of this Agreement whether prior to, on or (ii) an expression of interest believed by following the SCB Board in good faith to be bona fide indicating such person's desire to pursue the possibility of making an Acquisition Proposal on terms believed by the SCB Board to be financially superior to the Merger (a "Superior Proposal") and, in either such case:No Shop Period Start Date.

Acquisition Proposals. SCB agrees that neither (a) PCB shall not, nor shall it nor permit any of its Subsidiaries to, nor any of the officers and directors of it or its Subsidiaries shall, and that it shall 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 Subsidiaries authorize or permit any of their respective officers, directors, employees, representatives or agents to, directly or indirectly, initiate, (i) solicit, initiate or knowingly encourage or facilitate (including by way of furnishing non-public information) any inquiries regarding, or the making of any proposal which constitutes, any Acquisition Proposal, (ii) enter into any letter of intent or agreement related to any Acquisition Proposal other than a confidentiality agreement (each, an “Acquisition Agreement”), or (iii) participate in any discussions or negotiations regarding, or take any other action knowingly to facilitate any inquiries or the making of any proposal that constitutes, or offer that would reasonably be expected to lead to, any Acquisition Proposal; provided, however, that if, at any time prior to the PCB Stockholders’ Meeting, and without any breach of the terms of this Section 7.5(a), (A) PCB receives an unsolicited bona fide written Acquisition Proposal from any Person that in the good faith judgment of the PCB Board is, or is reasonably likely to lead to the delivery of, a Superior Proposal, and (B) the PCB Board determines in good faith, after consultation with outside legal counsel, that failure to participate in discussions with such Person concerning such Acquisition Proposal would likely result in a violation of its fiduciary duties under applicable Law, then PCB may (x) furnish information (including non-public information) with respect to PCB to any such Person pursuant to a mergerconfidentiality agreement containing confidentiality provisions no more favorable to such Person than those in the Confidentiality Agreement between NCC and PCB dated October 23, reorganization2017 (provided that PCB must contemporaneously furnish to NCC all such information furnished to such Person), share exchange, consolidation, amalgamation, business combination, recapitalization, liquidation, dissolution, joint venture, partnership, alliance or similar transaction involving it, or any purchase or sale of the consolidated assets and (including without limitation stock of Subsidiariesy) of SCB and its Subsidiaries, taken as a whole, having an aggregate value equal to 25% or more of the market capitalization of SCB, or any purchase or sale of, or tender or exchange offer for, 25% or more of the equity securities of SCB (being hereinafter referred to as an "participate in negotiations with such Person regarding such Acquisition Proposal"). SCB further agrees that neither it nor any of its Subsidiaries nor any of the officers and directors of it or its Subsidiaries shall, and that it shall 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, have any discussion with or provide any information or data to any Person relating to an Acquisition Proposal, or 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. Notwithstanding anything in this Agreement to the contrary, SCB and SCB's board of directors shall be permitted to the extent applicable, comply with Rule 14d-9 and Rule 14e-2 promulgated under the Exchange Act with regard to an Acquisition Proposal, with applicable case law, and with applicable fiduciary responsibilities. SCB shall notify CIBER promptly of any and all inquiries, proposals or offers received by, any such information requested from, or any discussions or negotiations sought to be initiated with, any of its representatives with regard to an Acquisition Proposal, indicating the name of the parties involved and the material terms and conditions of any inquiries, proposals or offers. Nothing in this Agreement shall prohibit the SCB Board from engaging in the activities described above with respect to any person who has submitted on an unsolicited basis to SCB (i) an Acquisition Proposal believed by the SCB Board in good faith to be bona fide or (ii) an expression of interest believed by the SCB Board in good faith to be bona fide indicating such person's desire to pursue the possibility of making an Acquisition Proposal on terms believed by the SCB Board to be financially superior to the Merger (a "Superior Proposal") and, in either such case:.

Acquisition Proposals. SCB agrees that neither it nor any of its Subsidiaries nor any (a) During the period (the “Go-Shop Period”) commencing on the Agreement Date and continuing until 11:59 p.m. (New York Time) on August 5, 2018 (the day following the conclusion of the Go-Shop Period, the “No-Shop Period Start Date”), the Company and the Company Subsidiaries and their respective directors, officers and directors of it or its Subsidiaries shall, and that it shall use its reasonable best efforts to cause its and its Subsidiaries' other employees, agents and representatives (including controlled affiliates, or any investment banker, attorney financial advisor, attorney, accountant or accountant other agent or representative retained by it or any of its Subsidiariesthem (collectively, “Representatives”) not to, directly or indirectlyshall have the right to (i) solicit, initiate, solicitcause or induce the making, encourage submission or announcement of, or knowingly encourage, facilitate (including by way of furnishing information) or assist any inquiries inquiry or the making of any proposal or offer with respect to a mergerthat constitutes, reorganization, share exchange, consolidation, amalgamation, business combination, recapitalization, liquidation, dissolution, joint venture, partnership, alliance or similar transaction involving itcould constitute, or any purchase or sale of the consolidated assets (including without limitation stock of Subsidiaries) of SCB and its Subsidiaries, taken as a whole, having an aggregate value equal could reasonably be expected to 25% or more of the market capitalization of SCB, or any purchase or sale of, or tender or exchange offer for, 25% or more of the equity securities of SCB (being hereinafter referred to as an "Acquisition Proposal"). SCB further agrees that neither it nor any of its Subsidiaries nor any of the officers and directors of it or its Subsidiaries shall, and that it shall 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 lead to, directly or indirectly, have any discussion with or provide any information or data to any Person relating to an Acquisition Proposal, including by furnishing information with respect to the Company and the Company Subsidiaries and/or by providing access to the business, properties, assets, books, records or other non-public information, or to any personnel, of the Company or any of the Company Subsidiaries to any Third Person, its Representatives, Affiliates and prospective debt and equity financing sources pursuant to a confidentiality agreement entered into by such Third Person, which confidentiality agreement, if entered into following the Agreement Date, shall contain confidentiality terms that are no more favorable in the aggregate to such Third Person than those contained in the Confidentiality Agreement, including with respect to the terms of the “standstill provision” in the Confidentiality Agreement, except that the Company may grant a limited waiver under any “standstill provision” or similar obligation of any Third Person with respect to the Company or any of the Company Subsidiaries to allow such Third Person to submit an Acquisition Proposal in compliance with this Section 4.5 (any such confidentiality agreement, an “Acceptable Confidentiality Agreement”); provided that the Company shall, to the extent not previously provided to Merger Sub or Parent, provide or make available to Merger Sub or Parent (including by posting materials to the Dataroom) any material non-public information concerning the Company or any Company Subsidiary provided or made available to any Person prior to or substantially concurrently to providing such information to such Person, and (ii) continue, enter into, maintain, participate or engage in any discussions or negotiations concerning with any Persons or group of Persons with respect to any Acquisition Proposals or any proposal or offer that constitutes, could constitute, or could reasonably be expected to lead to, an Acquisition ProposalProposal and cooperate with or assist or participate in or facilitate any such inquiries, proposals, discussions or knowingly facilitate negotiations or any effort or attempt to make any Acquisition Proposals or implement an other proposals that could lead to Acquisition Proposal Proposals, or accept an Acquisition Proposalotherwise cooperate with or assist or participate in, or facilitate any such discussions or negotiations. Notwithstanding anything in Commencing on the date that is ten (10) Business Days after the Agreement Date and continuing every ten (10) Business Days until the Effective Time or, if earlier, the termination of this Agreement pursuant to Section 6.1, the contrary, SCB and SCB's board of directors Company shall be permitted provide a written report to Parent (to the extent applicable, comply with Rule 14d-9 and Rule 14e-2 promulgated under not prohibited by any applicable confidentiality agreement in place prior to the Exchange Act with regard to an Agreement Date) setting forth the identity of each Person or group of Persons from whom the Company received a written Acquisition Proposal, with applicable case law, and with applicable fiduciary responsibilities. SCB shall notify CIBER promptly Proposal after the execution of any and all inquiries, proposals or offers received by, any such information requested from, or any discussions or negotiations sought to be initiated with, any of its representatives with regard to an Acquisition Proposal, indicating the name of the parties involved and the material terms and conditions of any inquiries, proposals or offers. Nothing in this Agreement shall prohibit the SCB Board from engaging in the activities described above with respect to any person who has submitted on an unsolicited basis to SCB (i) an Acquisition Proposal believed by the SCB Board in good faith to be bona fide or (ii) an expression of interest believed by the SCB Board in good faith to be bona fide indicating such person's desire to pursue the possibility of making an Acquisition Proposal on terms believed by the SCB Board to be financially superior and prior to the Merger (a "Superior Proposal") and, in either such caseNo-Shop Period Start Date and provide to Parent: