Common use of Acquisition Proposals Clause in Contracts

Acquisition Proposals. (a) From and after the date hereof until the Termination Date, the Stockholder hereby covenants and agrees that, except as expressly contemplated pursuant to this Agreement, the Stockholder shall not, and shall cause its managers, directors, officers, employees, consultants, agents, attorneys, representatives and advisors (collectively, “Representatives”) not to, directly or indirectly (i) solicit, initiate, propose or induce the making, submission or announcement of, or knowingly encourage, facilitate or assist, any offer, inquiry, indication of interest or proposal that constitutes, or is reasonably expected to lead to, an Acquisition Proposal; (ii) furnish to any Person or Group (other than Parent, Merger Sub or any of their respective Representatives in their capacity as such) any non-public information relating to the Company or any of its Subsidiaries or afford to any Person or Group (other than Parent, Merger Sub or any of their respective Representatives in their capacity as such) access to the business, properties, assets, books, records or other non-public information, or to any personnel, of the Company or any of its Subsidiaries, in any such case in connection with any Acquisition Proposal or with the intent to induce the making, submission or announcement of, or to knowingly encourage, facilitate or assist, an Acquisition Proposal or the making of any offer, inquiry, indication of interest or proposal that constitutes or is reasonably expected to lead to an Acquisition Proposal; (iii) participate or engage in discussions or negotiations with any Person or Group with respect to an Acquisition Proposal or with respect to any inquiries from third Persons relating to any offer, indication of interest or proposal relating to an Acquisition Proposal (other than informing such Persons of the provisions contained in this Section 4.1); (iv) approve, endorse or recommend any offer, inquiry, indication of interest or proposal that constitutes, or would reasonably expected to lead to, an Acquisition Proposal; (v) enter into any letter of intent, memorandum of understanding, merger agreement, acquisition agreement or other Contract (whether written, oral, binding or non-binding) relating to an Acquisition Proposal or Acquisition Transaction; or (vi) authorize or commit to do any of the foregoing. Notwithstanding anything to the contrary in this Section 4.1, the Stockholder may, participate or engage in discussions or negotiations with, and furnish information and data to, any Person or Group or their respective Representatives that have delivered to the Company a bona fide written Acquisition Proposal, if and only if, the Company Board (acting upon the recommendation of the Company Special Committee) or the Company Special Committee has made a Qualified Acquisition Proposal Determination with respect to such Acquisition Proposal in accordance with Section 5.4(b) of the Merger Agreement.

Acquisition Proposals. (a) From and after the date hereof until the Termination Datetermination of this Agreement in accordance with Section 5.1 hereof, the each Stockholder hereby covenants and agrees that, except as expressly contemplated pursuant to this Agreement, the Stockholder shall not, and shall cause its managers, directors, officers, employees, consultants, agents, attorneys, representatives and advisors (collectively, “Representatives”) not to, directly or indirectly (i) solicitshall terminate all soliciting activities, initiatediscussions, propose negotiations, agreements or induce arrangements by or on behalf of such Stockholder with any Person (other than the makingCompany, submission Parent, Merger Sub or announcement oftheir respective Representatives) regarding any proposal, expression of interest, request for information, or knowingly encourage, facilitate or assist, any offer, inquiry, indication of interest or proposal other communication that constitutes, or is would reasonably be expected to lead to, an Acquisition Proposal; , (ii) shall not, and shall cause its Representatives not to, directly or indirectly, (A) conduct or engage in, enter into, continue or otherwise participate in any discussions or negotiations with, or furnish to any information or data to, any Person that is seeking to make, has made or, to the knowledge of such Stockholder, is considering making an Acquisition Proposal or Group otherwise take such actions in connection with or for the purpose of encouraging or facilitating an Acquisition Proposal, (other than ParentB) solicit, Merger Sub initiate, knowingly facilitate or any knowingly encourage (including by way of their respective Representatives in their capacity as such) any furnishing non-public information relating to the Company or any of its Subsidiaries or afford responding to any Person or Group (other than Parent, Merger Sub or communication) any of their respective Representatives in their capacity as such) access to the business, properties, assets, books, records or other non-public informationinquiries regarding, or to any personnel, of the Company or any of its Subsidiaries, in any such case in connection with any Acquisition Proposal or with the intent to induce the making, announcement or submission or announcement of, or to knowingly encourage, facilitate or assist, an Acquisition Proposal or the making of any offer, inquiry, indication of interest proposal or proposal that constitutes or is reasonably expected to lead to an Acquisition Proposal; (iii) participate or engage in discussions or negotiations with any Person or Group with respect to an Acquisition Proposal or with respect to any inquiries from third Persons relating to any offer, indication of interest or proposal relating to an Acquisition Proposal (other than informing such Persons of the provisions contained in this Section 4.1); (iv) approve, endorse or recommend any offer, inquiry, indication of interest or proposal offer that constitutes, or would reasonably be expected to lead to, an Acquisition Proposal; , (vC) enter into any letter of intent, memorandum of understanding, merger agreement, acquisition agreement or other Contract (whether writtenbinding, oral, binding or non-binding, conditional or otherwise) relating with respect to an Acquisition Proposal, or approve, endorse or recommend any Acquisition Proposal or (D) knowingly cooperate with, assist, or participate in any effort by, any Person (or any Representative of a Person) that has made, is seeking to make, has informed the Company or such Stockholder of any intention to make, or has publicly announced an intention to make, any proposal that constitutes, or would reasonably be expected to lead to, any Acquisition Transaction; Proposal, (iii) shall immediately notify Parent or (vi) authorize its Representatives in writing of such Stockholder’s receipt of any Acquisition Proposal or commit to do any of the foregoing. Notwithstanding anything to the contrary in this Section 4.1, the Stockholder may, participate or engage in request for discussions or negotiations with, and furnish information and data to, with respect to any Person or Group or their respective Representatives that have delivered to the Company a bona fide written Acquisition Proposal, if and only ifprovide Parent with copies of all documents and other written communications received by such Stockholder setting forth the terms and conditions of such Acquisition Proposal, the Company Board and (acting upon the recommendation iv) shall keep Parent informed on a reasonably prompt and current basis (in any event within twenty-four (24) hours) of the Company Special Committee) or the Company Special Committee has made a Qualified Acquisition Proposal Determination with respect to status of any such Acquisition Proposal received by such Stockholder (including the content and status of all material discussions and communications in accordance with Section 5.4(b) of respect thereof and any change or proposed change to the Merger Agreementterms thereof).

Acquisition Proposals. (a) From and after the date hereof until the Termination Datetermination of this Agreement in accordance with Section 5.1 hereof, the each Stockholder hereby covenants and agrees that, except as expressly contemplated pursuant to this Agreement, the Stockholder shall not, and shall cause its managers, directors, officers, employees, consultants, agents, attorneys, representatives and advisors (collectively, “Representatives”) not to, directly or indirectly (i) solicitshall terminate all soliciting activities, initiatediscussions and negotiations by or on behalf of such Stockholder with any Person (other than the Company, propose Parent, Merger Sub or induce the makingtheir respective Representatives) regarding any proposal, submission or announcement ofexpression of interest, request for information, or knowingly encourage, facilitate or assist, any offer, inquiry, indication of interest or proposal other communication that constitutes, or is would reasonably be expected to lead to, an Acquisition Proposal; (ii) furnish shall not, and shall cause its Representatives not to, directly or indirectly, (A) propose, make, submit or announce an Acquisition Proposal, (B) solicit, initiate, or knowingly encourage or knowingly facilitate (including by means of furnishing any information or responding to any communication), any inquiries or the making, announcement or submission of any proposal or offer that constitutes, or would reasonably be expected to lead to, any Acquisition Proposal, (C) enter into any agreement (whether binding, non-binding, conditional or otherwise) with respect to an Acquisition Proposal, (D) knowingly cooperate with, assist, or participate in any effort by, any Person or Group (other than Parent, Merger Sub or any Representative of their respective Representatives in their capacity as sucha Person) any non-public information relating that has made, is seeking to make, has informed the Company or such Stockholder of any of its Subsidiaries or afford intention to any Person or Group (other than Parent, Merger Sub or any of their respective Representatives in their capacity as such) access to the business, properties, assets, books, records or other non-public informationmake, or has publicly announced an intention to make, any personnel, of the Company or any of its Subsidiaries, in any such case in connection with any Acquisition Proposal or with the intent to induce the making, submission or announcement ofproposal that constitutes, or to knowingly encourage, facilitate or assist, an Acquisition Proposal or the making of any offer, inquiry, indication of interest or proposal that constitutes or is would reasonably be expected to lead to to, any Acquisition Proposal, or (E) otherwise knowingly facilitate an Acquisition Proposal; (iii) participate shall promptly (and in any case within one (1) business day) notify Parent or engage its Representatives in writing of such Stockholder’s receipt of any Acquisition Proposal or any request for discussions or negotiations with any Person or Group with respect to an Acquisition Proposal or with respect to any inquiries from third Persons relating to any offerAcquisition Proposal, indication and provide Parent with copies of interest or proposal relating to an all documents and other written communications received by such Stockholder setting forth the terms and conditions of such Acquisition Proposal (other than informing such Persons of the provisions contained in this Section 4.1); Proposal, and (iv) approve, endorse or recommend any offer, inquiry, indication of interest or proposal that constitutes, or would shall keep Parent informed on a reasonably expected to lead to, an Acquisition Proposal; (v) enter into any letter of intent, memorandum of understanding, merger agreement, acquisition agreement or other Contract (whether written, oral, binding or non-binding) relating to an Acquisition Proposal or Acquisition Transaction; or (vi) authorize or commit to do any prompt and current basis of the foregoing. Notwithstanding anything to the contrary in this Section 4.1, the Stockholder may, participate or engage in discussions or negotiations with, and furnish information and data to, status of any Person or Group or their respective Representatives that have delivered to the Company a bona fide written Acquisition Proposal, if and only if, the Company Board (acting upon the recommendation of the Company Special Committee) or the Company Special Committee has made a Qualified Acquisition Proposal Determination with respect to such Acquisition Proposal received by such Stockholder (including the content and status of all material discussions and communications in accordance with Section 5.4(b) of respect thereof and any change or proposed change to the Merger Agreementterms thereof).

Acquisition Proposals. (a) From Subject to Sections 7.03(b), 7.03(c) and after 7.03(d), from the date hereof until the Termination Date, the Stockholder hereby covenants and agrees that, except as expressly contemplated pursuant to of this Agreement, the Stockholder shall not, and shall cause its managers, directors, officers, employees, consultants, agents, attorneys, representatives and advisors (collectively, “Representatives”) not to, directly or indirectly (i) solicit, initiate, propose or induce the making, submission or announcement of, or knowingly encourage, facilitate or assist, any offer, inquiry, indication of interest or proposal that constitutes, or is reasonably expected to lead to, an Acquisition Proposal; (ii) furnish Agreement to any Person or Group time prior to obtaining the Company Shareholder Approval (other than Parent“No Shop Period”), Merger Sub or any none of their respective Representatives in their capacity as such) any non-public information relating to the Company or any of its Subsidiaries shall, nor shall any of them authorize or afford to any Person permit, directly or Group (other than Parentindirectly, Merger Sub or any of their respective Representatives in their capacity as such) access to the businessofficers, propertiestrustees, assetsdirectors, booksemployees, records investment bankers, financial advisors, accountants, attorneys, brokers, finders or other non-agents, advisors or representatives (each, a “Representative”) to, directly or indirectly: (i) initiate, solicit, encourage or knowingly take any other action to facilitate (including by way of furnishing information (other than public informationinformation widely disseminated through Company SEC Documents, press releases or to other similar means) or assistance) any personnel, of the Company or any of its Subsidiaries, in any such case in connection with any Acquisition Proposal or with the intent to induce the making, submission or announcement of, or to knowingly encourage, facilitate or assist, an Acquisition Proposal inquiries or the making of any offerproposal or other action that constitutes, inquiryor may reasonably be expected to lead to, indication any Acquisition Proposal; (ii) initiate or participate in any discussions or negotiations, or furnish to any Person not a party to this Agreement any information in furtherance of interest or proposal any inquiries that constitutes or is could reasonably be expected to lead to an Acquisition Proposal; (iii) participate enter into any agreement, arrangement or engage in discussions or negotiations with any Person or Group with respect to an Acquisition Proposal or understanding with respect to any inquiries from third Persons relating Acquisition Proposal (including any letter of intent, agreement in principle, memorandum of understanding, expense reimbursement agreement, merger agreement, acquisition agreement, option agreement, joint venture agreement, partnership agreement or other agreement constituting or related to, or intended to, or that would reasonably be expected to lead to, any offer, indication of interest or proposal relating to an Acquisition Proposal (other than informing such Persons of a confidentiality agreement), or that is intended or that could reasonably be expected to result in the provisions contained in abandonment, termination or failure to consummate the Merger or any other transaction contemplated by this Section 4.1Agreement); or (iv) fail to make, withdraw or modify in a manner adverse to Parent or publicly propose to withdraw or modify in a manner adverse to Parent the Merger Recommendation (it being understood that, subject to and without limitation of ‎Section 7.03(e), taking a neutral position or no position with respect to any Acquisition Proposal shall be considered an adverse modification), or recommend, adopt or approve, endorse or recommend any offerpublicly propose to recommend, inquiryadopt or approve, indication of interest or proposal that constitutesa Acquisition Proposal, or would take any action or make any statement inconsistent with the Merger Recommendation (any of the foregoing in this clause ‎(iv), a “Company Adverse Recommendation Change”). As of the date of this Agreement, the Company shall, and shall cause its Subsidiaries and Representatives to, immediately cease and cause to be terminated immediately any discussions, negotiations or communications with any party or parties that are currently ongoing with respect to, or that could reasonably be expected to lead to, an Acquisition Proposal; (v) enter into any letter of intent, memorandum of understanding, merger agreement, acquisition agreement or other Contract (whether written, oral, binding or non-binding) relating to an Acquisition Proposal or Acquisition Transaction; or (vi) authorize or commit to do any of the foregoing. Notwithstanding anything to the contrary in this Section 4.1, the Stockholder may, participate or engage in discussions or negotiations with, and furnish information and data to, any Person or Group or their respective Representatives that have delivered to the Company a bona fide written Acquisition Proposal, if and only if, the Company Board (acting upon the recommendation of the Company Special Committee) or the Company Special Committee has made a Qualified Acquisition Proposal Determination with respect to such Acquisition Proposal in accordance with Section 5.4(b) of the Merger Agreement.

Acquisition Proposals. (a) From Each of DSW and after RVI agrees that neither it nor any of its Subsidiaries nor any of the date hereof until the Termination Date, the Stockholder hereby covenants and agrees that, except as expressly contemplated pursuant to this Agreement, the Stockholder shall notofficers or directors of it or its Subsidiaries shall, and that it shall use its reasonable best efforts to cause its managers, and its Subsidiaries’ directors, officers, employees, consultantsaffiliates, agentsagents and representatives (including any investment banker, attorneys, representatives and advisors (collectively, “Representatives”attorney or accountant retained by it or any of its Subsidiaries) not to, directly or indirectly indirectly, (i) initiate, solicit, initiate, propose encourage or induce knowingly facilitate the making, submission making of any proposal or announcement ofoffer with respect to, or knowingly encouragea transaction to effect, facilitate a merger, reorganization, share exchange, consolidation, business combination, recapitalization, liquidation, dissolution or assist, any offer, inquiry, indication of interest or proposal that constitutes, or is reasonably expected to lead to, an Acquisition Proposal; (ii) furnish to any Person or Group (other than Parent, Merger Sub or any of their respective Representatives in their capacity as such) any non-public information relating to the Company similar transaction involving it or any of its Subsidiaries or afford to any Person purchase or Group sale of 15% or more of the consolidated assets (other than Parentincluding equity interests of its Subsidiaries) of it and its Subsidiaries, Merger Sub taken as a whole, or any of their respective Representatives in their capacity as such) access to the business, properties, assets, books, records purchase or other non-public informationsale of, or to tender or exchange offer for, its voting securities that, if consummated, would result in any personnel, person (or the shareholders of the Company such person) beneficially owning securities representing 15% or more of its or any of its Subsidiaries’ total voting power (or of the surviving parent entity in such transaction) (any such proposal, offer or transaction (other than a proposal or offer made by the other party to this Agreement) being hereinafter referred to as an “Acquisition Proposal”), (ii) have any discussions with or provide any confidential information or data to any person relating to an Acquisition Proposal, engage in any such case in connection with any Acquisition Proposal or with the intent to induce the making, submission or announcement of, or to knowingly encourage, facilitate or assist, negotiations concerning an Acquisition Proposal or the making of knowingly facilitate any offer, inquiry, indication of interest effort or proposal that constitutes attempt to make or is reasonably expected to lead to an Acquisition Proposal; (iii) participate or engage in discussions or negotiations with any Person or Group with respect to implement an Acquisition Proposal or with respect to any inquiries from third Persons relating to any offer, indication of interest (iii) approve or proposal relating to an Acquisition Proposal (other than informing such Persons of the provisions contained in this Section 4.1); (iv) approve, endorse or recommend any offer, inquiry, indication of interest or proposal that constitutesrecommend, or would reasonably expected to lead toexecute or enter into, an Acquisition Proposal; (v) enter into any letter of intent, memorandum of understandingagreement in principle, merger agreement, acquisition asset purchase, stock purchase or share exchange agreement, option agreement or other Contract (whether written, oral, binding or non-binding) relating similar agreement related to an any Acquisition Proposal or Acquisition Transaction; agree or (vi) authorize or commit publicly propose to do any of the foregoing. Notwithstanding anything to the contrary in this Section 4.1, the Stockholder may, participate or engage in discussions or negotiations with, and furnish information and data to, any Person or Group or their respective Representatives that have delivered to the Company a bona fide written Acquisition Proposal, if and only if, the Company Board (acting upon the recommendation of the Company Special Committee) or the Company Special Committee has made a Qualified Acquisition Proposal Determination with respect to such Acquisition Proposal in accordance with Section 5.4(b) of the Merger Agreement.

Acquisition Proposals. (a) From and after the date hereof until the Termination Date, the Stockholder hereby covenants and The Company agrees that, except as expressly contemplated pursuant to by this Agreement, neither it nor any of its Subsidiaries shall, and the Stockholder shall notCompany shall, and shall cause its managersSubsidiaries to, cause their respective officers, directors, officers, employees, consultants, agentsinvestment bankers, attorneys, accountants, financial advisors, agents and other representatives and advisors not to (collectively, “Representatives”i) not to, directly or indirectly (i) initiate, solicit, initiate, propose knowingly encourage or induce facilitate (including by way of furnishing non-public information) any inquiries or the making, making or submission or announcement of, or knowingly encourage, facilitate or assist, of any offer, inquiry, indication of interest or proposal that constitutes, or is could reasonably be expected to lead to, an Acquisition Proposal; , (ii) furnish to any Person participate or Group (other than Parentengage in discussions or negotiations with, Merger Sub or any of their respective Representatives in their capacity as such) disclose any non-public information or data relating to the Company or any of its Subsidiaries or afford access to the properties, books or records of the Company or any of its Subsidiaries to any Person that has made an Acquisition Proposal or Group to any Person in contemplation of an Acquisition Proposal, or (iii) accept an Acquisition Proposal or enter into any agreement, including any letter of intent, memorandum of understanding, agreement in principle, merger agreement, acquisition agreement, option agreement, joint venture agreement, partnership agreement or other similar agreement, arrangement or understanding, (A) constituting or related to, or that is intended to or could reasonably be expected to lead to, any Acquisition Proposal (other than Parentan Acceptable Confidentiality Agreement permitted pursuant to this Section 5.3) or (B) requiring, intended to cause, or which could reasonably be expected to cause the Company to abandon, terminate or fail to consummate the Merger Sub or any other transaction contemplated by this Agreement (each an “Acquisition Agreement”). Any violation of their respective Representatives in their capacity as such) access to the business, properties, assets, books, records foregoing restrictions by any of the Company’s Subsidiaries or other non-public information, or to by any personnel, representatives of the Company or any of its Subsidiaries, in any whether or not such case in connection with any Acquisition Proposal representative is so authorized and whether or with the intent not such representative is purporting to induce the making, submission or announcement of, or to knowingly encourage, facilitate or assist, an Acquisition Proposal or the making of any offer, inquiry, indication of interest or proposal that constitutes or is reasonably expected to lead to an Acquisition Proposal; (iii) participate or engage in discussions or negotiations with any Person or Group with respect to an Acquisition Proposal or with respect to any inquiries from third Persons relating to any offer, indication of interest or proposal relating to an Acquisition Proposal (other than informing such Persons act on behalf of the provisions contained in this Section 4.1); (iv) approve, endorse Company or recommend any offer, inquiry, indication of interest or proposal that constitutes, or would reasonably expected to lead to, an Acquisition Proposal; (v) enter into any letter of intent, memorandum of understanding, merger agreement, acquisition agreement or other Contract (whether written, oral, binding or non-binding) relating to an Acquisition Proposal or Acquisition Transaction; or (vi) authorize or commit to do any of its Subsidiaries or otherwise, shall be deemed to be a breach of this Agreement by the foregoingCompany. Notwithstanding anything to the contrary in this Section 4.1, the Stockholder may, participate or engage in discussions or negotiations with, and furnish information and data to, any Person or Group or their respective Representatives that have delivered to the Company a bona fide written Acquisition Proposal, if and only ifAgreement, the Company and the Company Board may take any actions described in clause (acting upon ii) or (iii) of this Section 5.3(a) with respect to a third party if at any time prior to obtaining the recommendation Company Required Vote (w) the Company 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 the Company or any of its Subsidiaries or any of their respective officers, directors, investment bankers, attorneys, accountants, financial advisors, agents or other representatives), and (x) the Company Board determines in good faith (after consultation with its financial advisors and outside legal counsel) that such proposal constitutes or could reasonably be expected to lead to, a Superior Proposal, provided that the Company shall not deliver any information to such third party without entering into an Acceptable Confidentiality Agreement and (y) the Company has previously disclosed or concurrently discloses or makes available the same information, if any, to Parent as it makes available to such third party and provides to Parent a copy of the Acceptable Confidentiality Agreement that the Company Special Committee) entered into with such third party. Nothing contained in this Section 5.3 shall prohibit the Company or the Company Special Committee has made Board from taking and disclosing to the Company’s stockholders a Qualified Acquisition Proposal Determination position with respect to such an Acquisition Proposal pursuant to Rules 14d-9 and 14e-2(a) promulgated under the Exchange Act or from making any similar disclosure, in accordance with Section 5.4(b) of either case to the Merger Agreementextent required by applicable Law.

Acquisition Proposals. (a) From and after the date hereof Agreement Date until the Termination DateEffective Time, the Stockholder hereby covenants Company shall, and agrees thatshall cause its Subsidiaries and each of their respective directors, except as expressly contemplated pursuant to this Agreementofficers, employees, agents, attorneys, accountants, investment bankers and other representatives (collectively, the Stockholder "COMPANY REPRESENTATIVES"), to immediately cease all existing discussions, negotiations or other action with any other Person conducted heretofore with respect to any Acquisition Proposal. From the Agreement Date until the Effective Time, the Company shall not, and shall cause its managers, directors, officers, employees, consultants, agents, attorneys, representatives Subsidiaries and advisors (collectively, “Representatives”) each of the Company Representatives not to, directly or indirectly (i) solicit, initiate, propose or induce the making, submission or announcement of, facilitate or knowingly encourage, facilitate directly or assistindirectly, the making or submission of any Acquisition Proposal, (ii) enter into any letter of intent, agreement, arrangement or understanding with respect to any Acquisition Proposal, or agree to approve or endorse any Acquisition Proposal or enter into any agreement, arrangement or understanding that would require the Company to abandon, terminate or fail to consummate the Merger or any other transaction contemplated by this Agreement, (iii) initiate or participate in any way in any discussions or negotiations with, or furnish or disclose any information to, any offer, inquiry, indication Person (other than the Parent or the Merger Subsidiary) in furtherance of interest or any proposal that constitutes, or is could reasonably be expected to lead to, an any Acquisition Proposal; (ii) furnish to any Person or Group (other than Parent, Merger Sub or any of their respective Representatives in their capacity as such) any non-public information relating to the Company or any of its Subsidiaries or afford to any Person or Group (other than Parent, Merger Sub or any of their respective Representatives in their capacity as such) access to the business, properties, assets, books, records or other non-public information, or (iv) facilitate or further in any other manner any inquiries or the making or submission of any proposal that constitutes, or could reasonably be expected to lead to, any personnelAcquisition Proposal. Without limiting the foregoing, it is agreed that any violation of the foregoing restrictions by any Company Representative, whether or not such Person is purporting to act on behalf of the Company or any of its Subsidiaries, in any such case in connection with any Acquisition Proposal or with otherwise, will be deemed to be a breach of this SECTION 5.7(A) by the intent to induce the making, submission or announcement of, or to knowingly encourage, facilitate or assist, an Acquisition Proposal or the making of any offer, inquiry, indication of interest or proposal that constitutes or is reasonably expected to lead to an Acquisition Proposal; (iii) participate or engage in discussions or negotiations with any Person or Group with respect to an Acquisition Proposal or with respect to any inquiries from third Persons relating to any offer, indication of interest or proposal relating to an Acquisition Proposal (other than informing such Persons of the provisions contained in this Section 4.1); (iv) approve, endorse or recommend any offer, inquiry, indication of interest or proposal that constitutes, or would reasonably expected to lead to, an Acquisition Proposal; (v) enter into any letter of intent, memorandum of understanding, merger agreement, acquisition agreement or other Contract (whether written, oral, binding or non-binding) relating to an Acquisition Proposal or Acquisition Transaction; or (vi) authorize or commit to do any of the foregoing. Notwithstanding anything to the contrary in this Section 4.1, the Stockholder may, participate or engage in discussions or negotiations with, and furnish information and data to, any Person or Group or their respective Representatives that have delivered to the Company a bona fide written Acquisition Proposal, if and only if, the Company Board (acting upon the recommendation of the Company Special Committee) or the Company Special Committee has made a Qualified Acquisition Proposal Determination with respect to such Acquisition Proposal in accordance with Section 5.4(b) of the Merger AgreementCompany.

Acquisition Proposals. (a) From and after the date hereof until the Termination DateSubject to Section 6.3(b), the Stockholder hereby covenants and agrees that, except as expressly contemplated pursuant to this Agreement, the Stockholder Company shall not, and shall cause its managers, directors, officers, employees, consultants, agents, attorneys, representatives Subsidiaries and advisors (collectively, “Representatives”) Representatives not to, directly or indirectly indirectly, from the date hereof until the earlier of the termination of this Agreement or the Closing: (i) solicit, initiate, propose solicit or induce encourage (including by way of providing non-public information) the makingsubmission of any inquiries, submission proposals or announcement of, offers or knowingly encourage, facilitate any other efforts or assist, any offer, inquiry, indication of interest attempts that constitute or proposal that constitutes, or is may reasonably be expected to lead to, an any Acquisition Proposal; Proposal or engage in any discussions or negotiations with respect thereto or otherwise cooperate with or assist or participate in, or facilitate any such inquiries, proposals, discussions or negotiations, (ii) furnish approve or recommend, or publicly propose to approve or recommend, an Acquisition Proposal or, except for a confidentiality agreement contemplated pursuant to Section 6.3(b), enter into any Person merger agreement, letter of intent, agreement in principle, share purchase agreement, asset purchase agreement or Group share exchange agreement, option agreement or other similar agreement relating to an Acquisition Proposal or enter into any letter of intent, agreement or agreement in principle requiring the Company (other than Parentwhether or not subject to conditions) to abandon, Merger Sub terminate or fail to consummate the transactions contemplated hereby or breach its obligations hereunder, (iii) withdraw, modify or qualify, or propose publicly to withdraw, modify or qualify, in a manner adverse to Parent or Purchaser, the Company Board Recommendation (a “Change of Board Recommendation”), or (iv) agree or publicly resolve or propose to do any of the actions described in clause (i), (ii) or (iii) of this sentence. The Company shall immediately cease and cause to be terminated any solicitation, encouragement, discussion or negotiation with any Persons conducted heretofore by the Company, its Subsidiaries or any of their respective its Representatives in their capacity as suchwith respect to any Acquisition Proposal and shall promptly request (or, to the extent the Company is contractually permitted to do so, require) any non-public the return or destruction of all confidential information relating to provided by or on behalf of the Company or any of its Subsidiaries or afford to any such Person or Group (other than Parent, Merger Sub or any of their respective Representatives in their capacity as such) access to the business, properties, assets, books, records or other non-public information, or to any personnel, of the Company or any of its Subsidiaries, in any such case provided in connection with any Acquisition Proposal or with the intent to induce the making, submission or announcement of, or to knowingly encourage, facilitate or assist, an Acquisition Proposal or the making of any offer, inquiry, indication of interest or proposal that constitutes or is reasonably expected to lead to an Acquisition Proposal; (iii) participate or engage in discussions or negotiations with any Person or Group with respect to an Acquisition Proposal or with respect to any inquiries from third Persons relating to any offer, indication of interest or proposal relating to an Acquisition Proposal (other than informing such Persons of the provisions contained in this Section 4.1); (iv) approve, endorse or recommend any offer, inquiry, indication of interest or proposal that constitutes, or would reasonably expected to lead to, an Acquisition Proposal; (v) enter into any letter of intent, memorandum of understanding, merger agreement, acquisition agreement or other Contract (whether written, oral, binding or non-binding) relating to an Acquisition Proposal or Acquisition Transaction; or (vi) authorize or commit to do any of the foregoing. Notwithstanding anything to the contrary in this Section 4.1, the Stockholder may, participate or engage in discussions or negotiations with, and furnish information and data to, any Person or Group or their respective Representatives that have delivered to the Company a bona fide written Acquisition Proposal, if and only if, the Company Board (acting upon the recommendation of the Company Special Committee) or the Company Special Committee has made a Qualified Acquisition Proposal Determination with respect to such Acquisition Proposal in accordance with Section 5.4(b) of the Merger Agreement.

Acquisition Proposals. (a) From and after the date hereof of this Agreement until the Termination Dateearlier to occur of the Closing or the termination of this Agreement in accordance with its terms, the Stockholder hereby covenants and agrees that, except as expressly contemplated pursuant to this Agreement, the Stockholder Company shall not, and shall cause not authorize or permit any of its managers, directors, Subsidiaries or any of its Subsidiaries’ officers, employeesdirectors or employees or any investment banker, consultantsfinancial advisor, agentsattorney, attorneys, representatives and advisors (collectively, “Representatives”) not accountant or other representative retained by the Company or any of its Subsidiaries to, directly or indirectly indirectly, (i) solicit, initiate, propose induce or induce the making, submission or announcement ofencourage, or knowingly encourage, facilitate or assisttake any other action to facilitate, any offerinquiries, inquiry, indication offers discussions or the making of interest or any proposal that constitutes, constitutes or is could reasonably be expected to lead to, to an Acquisition Proposal; , (ii) furnish to any Person confidential or Group (other than Parent, Merger Sub or any of their respective Representatives in their capacity as such) any non-public information relating to or data regarding the Company or any of its Subsidiaries or afford access to any such information or data to any Person or Group (other than Parent, Merger Sub or any of their respective Representatives in their capacity as such) access to the business, properties, assets, books, records or other non-public information, or to any personnel, of the Company or any of its Subsidiaries, in any such case in connection with any Acquisition Proposal or with the intent in response to induce the making, submission or announcement of, or to knowingly encourage, facilitate or assist, an Acquisition Proposal or the making of any offer, inquiry, an inquiry or indication of interest or proposal that constitutes or is would reasonably be expected to lead to an Acquisition Proposal; , (iii) continue or otherwise participate or engage in any discussions or negotiations negotiations, or otherwise communicate in any way with any Person or Group with respect to an Acquisition Proposal or with respect to any inquiries from third Persons relating to any offer, indication of interest or proposal relating to an Acquisition Proposal person (other than informing such Persons of the provisions contained in this Section 4.1Purchaser); , regarding an Acquisition Proposal, (iv) approve, endorse or recommend any offer, inquiry, indication of interest or proposal that constitutes, or would reasonably expected to lead to, an Acquisition Proposal; , (v) release any person from, waive any provisions of, or fail to use its reasonable best efforts to enforce any confidentiality agreement or standstill agreement to which the Company is a party or (vi) enter into or consummate any agreement, agreement in principle, letter of intent, memorandum arrangement or understanding contemplating any Acquisition Proposal or requiring the Company to abandon, terminate or fail to consummate the transactions contemplated hereby. Without limiting the foregoing, it is understood that any violation of understandingthe restrictions set forth in the preceding sentence by any officer, merger agreementdirector or employee of the Company or any of the Subsidiaries or any investment banker, acquisition agreement financial advisor, attorney, accountant or other Contract (whether writtenrepresentative retained by the Company or any of its Subsidiaries shall be deemed to be a breach of this Section 5.1 by the Company. Notwithstanding the foregoing, oralprior to the adoption and approval of this Agreement by the Company’s stockholders at the Company Stockholder Meeting, binding or this Section 5.1(a) shall not prohibit the Company from furnishing non-binding) relating public information regarding the Company and its Subsidiaries to, or entering into discussions with, any person in response to an Acquisition Proposal that is submitted to the Company by such Person (and not withdrawn) if (1) the Acquisition Proposal constitutes or Acquisition Transaction; or is reasonably expected to result in a Superior Proposal, (vi2) authorize or commit to do the Company has not breached any of the foregoing. Notwithstanding anything to the contrary covenants set forth in this Section 4.15.1, (3) the Company’s Board of Directors determines in good faith, after consultation with outside legal counsel, that the failure to take such action would reasonably be expected to violate the directors’ fiduciary obligations to the Company’s stockholders under applicable law, and (4) prior to furnishing any non-public information to, or entering into discussions with, such Person, the Stockholder mayCompany gives Purchaser written notice of the identity of such Person and of the Company’s intention to furnish non-public information to, participate or engage in enter into discussions or negotiations with, such Person and furnish information and data to, any Person or Group or their respective Representatives that have delivered to the Company a bona fide written receives from such Person an executed confidentiality agreement on terms no more favorable to such Person than the confidentiality agreement between Purchaser and the Company is to Purchaser. (b) The Company will notify Purchaser orally within twenty-four hours and in writing (within three (3) calendar days) of receipt of any Acquisition Proposal, if and only ifany request for non-public information that could reasonably be expected to lead to an Acquisition Proposal, the Company Board (acting upon the recommendation of the Company Special Committee) or the Company Special Committee has made a Qualified Acquisition Proposal Determination any inquiry with respect to or that could reasonably be expected to lead to an Acquisition Proposal, including, in each case, the identity of the Person making such Acquisition Proposal Proposal, request or inquiry and the terms and conditions thereof, and shall provide to Purchaser any written materials received by the Company or any of its Subsidiaries in accordance connection therewith. The Company will keep Purchaser informed of any developments with Section 5.4(brespect to any such Acquisition Proposal, request or inquiry promptly orally (within one (1) of calendar day) and in writing (within three (3) calendar days) upon the Merger Agreementoccurrence thereof.

Acquisition Proposals. (ad) From Simplicity agrees that it shall, and after shall direct and use its reasonable best efforts to cause its Affiliates to, immediately cease any discussions or negotiations with any other parties that may be ongoing with respect to the date hereof until possibility or consideration of any Acquisition Proposal (as defined below), and will use its reasonable best efforts to enforce any confidentiality or similar agreement relating to any Acquisition Proposal, including by requesting the Termination Date, other party to promptly return or destroy any Confidential Information previously furnished by or on behalf of Simplicity thereunder and by specifically enforcing the Stockholder hereby covenants terms thereof in a court of competent jurisdiction. Immediately following the execution and agrees that, except as expressly contemplated pursuant to delivery of this Agreement, Simplicity shall block all access to the Stockholder electronic data room maintained in connection with this Agreement and the Transactions, to all Persons other than Simplicity and HomeStreet and their respective Representatives. From the date of this Agreement through the Effective Time or the valid termination of this Agreement, Simplicity shall not, and shall cause its managers, directors, officers, employees, consultants, agents, attorneys, representatives Affiliates and advisors (collectively, “Representatives”) Representatives not to, directly or indirectly through another Person, (i) solicit, initiate, propose initiate or induce the making, submission encourage (including by way of furnishing information or announcement ofassistance), or knowingly encourage, take any other action designed to facilitate or assistthat is likely to result in, any offer, inquiry, indication inquiries or the making of interest any proposal or proposal offer that constitutes, or is reasonably expected likely to lead to, an any Acquisition Proposal; , (ii) furnish provide any Confidential Information or data to any Person or Group (other than Parent, Merger Sub or any of their respective Representatives in their capacity as such) any non-public information relating to the Company or any of its Subsidiaries or afford to any Person or Group (other than Parent, Merger Sub or any of their respective Representatives in their capacity as such) access to the business, properties, assets, books, records or other non-public information, or to any personnel, of the Company or any of its Subsidiaries, in any such case in connection with any Acquisition Proposal or with the intent to induce the makingProposal, submission or announcement of, or to knowingly encourage, facilitate or assist, an Acquisition Proposal or the making of any offer, inquiry, indication of interest or proposal that constitutes or is reasonably expected to lead to an Acquisition Proposal; (iii) participate or engage in any discussions or negotiations with regarding any Person or Group with respect to an Acquisition Proposal or with respect to any inquiries from third Persons relating to any offerProposal, indication of interest or proposal relating to an Acquisition Proposal (other than informing such Persons of the provisions contained in this Section 4.1); (iv) approvewaive, endorse terminate, modify or recommend fail to enforce any offerprovision of any contractual “standstill” or similar obligations of any Person other than HomeStreet or its Affiliates, inquiry, indication of interest or proposal that constitutes, or would reasonably expected to lead to, an Acquisition Proposal; (v) approve or recommend, propose to approve or recommend, or execute or enter into into, any letter of intent, memorandum of understandingagreement in principle, merger agreement, acquisition asset purchase agreement or share exchange agreement, option agreement or other Contract (whether written, oral, binding or non-binding) relating similar agreement related to an any Acquisition Proposal or Acquisition Transaction; or (vi) authorize or commit propose to do any of the foregoing. Notwithstanding anything to the contrary , or (vi) make or authorize any statement, recommendation or solicitation (whether publicly or otherwise) in this Section 4.1, the Stockholder may, participate or engage in discussions or negotiations with, and furnish information and data to, support of any Person or Group or their respective Representatives that have delivered to the Company a bona fide written Acquisition Proposal, or otherwise that suggests or recommends a material modification to, or the abandonment or termination of, this Agreement or the Transactions (any such statement, a “Change in Recommendation”); provided, however, that prior to the Simplicity Meeting, and subject to the provisions of this Section 6.10, if the Simplicity Board determines in good faith, after consulting with its outside legal and only iffinancial advisors, that the failure to consider the Acquisition Proposal would breach, or would reasonably be expected to result in a breach of, the Company Board (acting upon the recommendation of the Company Special Committee) or the Company Special Committee has made Simplicity Board’s fiduciary duties under applicable law, Simplicity may, in response to a Qualified bona fide, written Acquisition Proposal Determination with respect to such Acquisition Proposal not solicited in accordance with violation of this Section 5.4(b6.10(a) of that the Merger Agreement.Simplicity Board determines in good faith constitutes a Superior AGREEMENT AND PLAN OF MERGER BETWEEN HOMESTREET, INC. AND SIMPLICITY BANCORP, INC. EXECUTION VERSION 65

Acquisition Proposals. (a) From and after the date hereof until the Termination Date, the Stockholder hereby covenants and agrees that, except as expressly contemplated pursuant to of this Agreement, SF shall, and shall cause its Subsidiaries and their respective directors, officers, employees and other representatives ("Representatives") to, (x) promptly cease and terminate (or cause to be terminated) any discussions or negotiations with any third party and its Affiliates and representatives that may be ongoing with respect to any Acquisition Proposal, (y) request any such third party to promptly return or destroy all confidential information furnished by or on behalf of SF and its Subsidiaries in accordance with the Stockholder applicable confidentiality agreements and (z) terminate access by any third party and its Affiliates and representatives to any data room (virtual, online or otherwise) maintained by or on behalf of SF and its Subsidiaries. Except as expressly permitted by (and subject to) this Section 7.8, from and after the date of this Agreement until the termination of this Agreement in accordance with the provisions hereof, SF shall not, and shall cause its managers, Subsidiaries and its and their respective directors, officers, employeeslegal counsel, consultants, agents, attorneys, representatives and advisors (collectively, “Representatives”) investment bankers not to, directly and shall not authorize or indirectly knowingly permit its other Representatives to, (iA) initiate, solicit, initiate, propose or induce the making, submission or announcement of, knowingly facilitate or knowingly encourageencourage the submission of any Acquisition Proposal, facilitate (B) engage in, continue or assist, otherwise participate in any offer, inquiry, indication of interest discussions or proposal negotiations with respect thereto or that constitutes, or is could reasonably be expected to lead to, an to the submission of any Acquisition Proposal; (ii) furnish to any Person or Group Proposal (other than Parentto state that the terms of this provision prohibit such discussions), Merger Sub or any of their respective Representatives in their capacity as such(C) provide any non-public information relating to the Company or any of its Subsidiaries or afford to any Person or Group (other than Parent, Merger Sub or any of their respective Representatives in their capacity as such) access to the business, properties, assets, books, records or other non-public information, or to any personnel, of the Company or any of its Subsidiaries, in any such case in connection with any Acquisition Proposal or with the intent to induce the making, submission any proposal or announcement of, or to knowingly encourage, facilitate or assist, an Acquisition Proposal or the making of any offer, inquiry, indication of interest or proposal offer that constitutes or is would reasonably be expected to lead to an Acquisition Proposal; , or (D) otherwise knowingly facilitate any effort or attempt to make an Acquisition Proposal. Except as expressly permitted by this Section 7.8, from and after the date of this Agreement until the termination of this Agreement in accordance with provisions contained herein, neither the Seller Board nor any committee thereof shall (i) approve or recommend, or publicly propose to approve or recommend, any Acquisition Proposal or any offer or proposal that would reasonably be expected to lead to an Acquisition Proposal, (ii) withdraw, change or qualify, in a manner adverse to Buyer, the Seller Board Recommendation, (iii) participate approve or engage in discussions cause SF to enter into any asset sale agreement, letter of intent or negotiations with other similar agreement relating to any Person Acquisition Proposal or Group with respect that would reasonably be expected to lead to an Acquisition Proposal Proposal, (iv) fail to include the Seller Board Recommendation in the Proxy Statement, (v) make any recommendation or public statement in connection with respect to any inquiries from third Persons relating to any offer, indication a tender offer or exchange offer for the equity securities of interest or proposal relating to an Acquisition Proposal SF other than a recommendation against such offer (other than informing such Persons the issuance by the SF or the Seller Board of the provisions contained in this a "stop, look and listen" statement pursuant to Section 4.17.8(f); (iv) approve, endorse or recommend any offer, inquiry, indication of interest or proposal that constitutes, or would reasonably expected to lead to, an Acquisition Proposal; (v) enter into any letter of intent, memorandum of understanding, merger agreement, acquisition agreement or other Contract (whether written, oral, binding or non-binding) relating to an Acquisition Proposal or Acquisition Transaction; or (vi) authorize resolve or commit agree to do any of the foregoing. Notwithstanding anything to foregoing (any action set forth in the contrary in this Section 4.1, the Stockholder may, participate or engage in discussions or negotiations with, and furnish information and data to, any Person or Group or their respective Representatives that have delivered to the Company a bona fide written Acquisition Proposal, if and only if, the Company Board foregoing clauses (acting upon the recommendation of the Company Special Committeei) or the Company Special Committee has made a Qualified Acquisition Proposal Determination with respect to such Acquisition Proposal in accordance with Section 5.4(b- (v) of the Merger Agreementthis sentence, a "Change of Board Recommendation").

Acquisition Proposals. (a) From Except as permitted in accordance with this Section 5.3, from and after the date hereof of this Agreement until the Termination Dateearlier of the Acceptance Time or the termination of this Agreement in accordance with Article VI, the Stockholder hereby covenants and agrees that, except as expressly contemplated pursuant to this Agreement, the Stockholder Company shall not, and shall cause its managersSubsidiaries not to, directors, officers, employees, consultants, agents, attorneys, representatives and advisors shall instruct (collectively, “Representatives”and use its reasonable best efforts to cause) its Representatives not to, directly or indirectly (i) initiate or solicit, initiate, propose or induce the making, submission or announcement of, or knowingly encourage, facilitate encourage or assistknowingly facilitate, any offerinquiries, inquiry, indication of interest proposals or proposal offers that constitutes, constitute or is would reasonably be expected to lead to, to or result in an Acquisition Proposal; , (ii) furnish to any Person or Group (other than Parent, Merger Sub Buyer or any designees or Representatives of their respective Representatives in their capacity as such) Parent or Buyer), or any Representative thereof, any non-public information relating to the Company or any of its Subsidiaries or afford to any Person or Group (other than Parent, Merger Sub or any of their respective Representatives in their capacity as such) access to the business, properties, assets, books, records or other non-public information, or to any personnel, of the Company or any of its Subsidiaries, in any such case in connection with any Acquisition Proposal with, or with the intent to induce facilitate, the making, submission or public announcement of, or to knowingly encourage, facilitate or assist, an Acquisition Proposal or the making of any offer, inquiry, indication of interest proposal or proposal offer that constitutes or is would reasonably be expected to lead to or result in an Acquisition Proposal; , (iii) participate or engage in any discussions or negotiations with any Person Person, or Group with respect to an Acquisition Proposal or any Representative thereof, with respect to any inquiries from third Persons relating inquiry, proposal or offer that constitutes, or would reasonably be expected to lead to or result in, an Acquisition Proposal (except to notify any offerPerson of the provisions of this Section 5.3), indication (iv) enter into any merger agreement, purchase agreement, letter of interest intent or proposal relating similar agreement with respect to an Acquisition Proposal (other than informing such Persons of the provisions contained in a confidentiality agreement entered into pursuant to this Section 4.15.3(b); ) (iveach, a “Company Acquisition Agreement”) or (v) approve, endorse authorize, agree or recommend any offer, inquiry, indication of interest or proposal that constitutes, or would reasonably expected to lead to, an Acquisition Proposal; (v) enter into any letter of intent, memorandum of understanding, merger agreement, acquisition agreement or other Contract (whether written, oral, binding or non-binding) relating to an Acquisition Proposal or Acquisition Transaction; or (vi) authorize or commit publicly announce the intention to do any of the foregoing. Notwithstanding anything to It is agreed that any violation of the contrary restrictions in this Section 4.1, 5.3 by any of the Stockholder may, participate Company’s Subsidiaries or engage in discussions or negotiations with, and furnish information and data to, any Person or Group of its or their respective Representatives that have delivered to the Company shall be a bona fide written Acquisition Proposal, if and only if, the Company Board (acting upon the recommendation breach of the Company Special Committee) or the Company Special Committee has made a Qualified Acquisition Proposal Determination with respect to such Acquisition Proposal in accordance with Section 5.4(b) of the Merger Agreement.5.3

Acquisition Proposals. (a) From and after the date hereof until the Termination Date, the Stockholder hereby covenants and agrees that, except as expressly contemplated pursuant to this Agreement, the Stockholder The Company shall not, and shall cause its managers, directors, officers, employees, consultants, agents, attorneys, representatives and advisors (collectively, “Representatives”) Subsidiaries not to, and shall instruct (and use it reasonable best efforts to cause) its Representatives not to: (i) directly or indirectly (i) solicit, initiate, propose or induce the making, submission or announcement ofsolicit, or knowingly encourage, encourage or knowingly facilitate or assist, any offer, inquiry, indication (including by way of interest or proposal that constitutes, or is reasonably expected to lead to, an Acquisition Proposal; (ii) furnish to any Person or Group (other than Parent, Merger Sub or any of their respective Representatives in their capacity as suchproviding information) any non-public information relating to the Company inquiries, proposals or any of its Subsidiaries or afford to any Person or Group (other than Parentoffers, Merger Sub or any of their respective Representatives in their capacity as such) access to the business, properties, assets, books, records or other non-public information, or to any personnel, of the Company or any of its Subsidiaries, in any such case in connection with any Acquisition Proposal or with the intent to induce the making, submission or announcement of, or to knowingly encourage, facilitate or assist, an Acquisition Proposal or the making of any offer, submission or announcement of any inquiry, indication of interest proposal or proposal offer that constitutes or is would reasonably be expected to lead to an Acquisition Proposal or any inquiry, proposal or offer that, in each case, constitutes or would reasonably be expected to lead to an Acquisition Proposal; , (iiiii) directly or indirectly engage in, enter into, or participate or engage in any discussions or negotiations with any Person (or Group with respect its Representatives) making an Acquisition Proposal or inquiry, proposal or offer that, in each case, constitutes or would reasonably be expected to lead to an Acquisition Proposal, or (iii) provide any information or afford access to the properties of the Company or its Subsidiaries to, or take any other action to knowingly assist or knowingly encourage or knowingly facilitate any effort by any Person (other than Parent, Buyer or any Representatives of Parent or Buyer) in a manner that would reasonably be expected to lead to an Acquisition Proposal or in connection with or in response to any inquiry, offer or proposal that constitutes or would reasonably be expected to lead to an Acquisition Proposal. The Company shall, and shall cause its Subsidiaries to, and shall instruct (and use it reasonable best efforts to cause) its Representatives to, (x) immediately cease any activities, solicitation, discussions or negotiations with any Person (or its Representatives) (other than Parent, Buyer or any Representatives of Parent or Buyer) with respect to any inquiries from third Persons relating inquiry, proposal or offer that constitutes or would reasonably be expected to any offer, indication of interest or proposal relating lead to an Acquisition Proposal Proposal, (other than informing such Persons y) to the extent the Company has the right to do so, shall, within one (1) Business Day of the date of this Agreement, request the return or destruction of all confidential information provided by or on behalf of the Company or its Subsidiaries to any such Person (or its Representatives) and (z) terminate, within one (1) Business Day of the date of this Agreement, access to any such Person (or its Representatives) any physical or electronic data rooms relating to a possible Acquisition Proposal. Subject to the other provisions contained in of this Section 4.1); (iv) approve5.3, endorse or recommend the Company and its Representatives may in any offer, inquiry, indication of interest or proposal event inform a Person that constitutes, or would reasonably expected to lead to, an Acquisition Proposal; (v) enter into any letter of intent, memorandum of understanding, merger agreement, acquisition agreement or other Contract (whether written, oral, binding or non-binding) relating to has made an Acquisition Proposal or Acquisition Transaction; or (vi) authorize or commit to do any about the provisions of the foregoing. Notwithstanding anything to the contrary in this Section 4.1, the Stockholder may, participate or engage in discussions or negotiations with, and furnish information and data to, any Person or Group or their respective Representatives that have delivered to the Company a bona fide written Acquisition Proposal, if and only if, the Company Board (acting upon the recommendation of the Company Special Committee) or the Company Special Committee has made a Qualified Acquisition Proposal Determination with respect to such Acquisition Proposal in accordance with Section 5.4(b) of the Merger Agreement5.3.

Acquisition Proposals. (a) From and after the date hereof until the Termination DateEffective Time or, if earlier, the Stockholder hereby covenants and agrees that, except as expressly contemplated pursuant to date on which this AgreementAgreement is terminated in accordance with Article IX, the Stockholder Company shall not, and shall cause its managersSubsidiaries and its and its Subsidiaries’ respective officers, directors, officers, employees, consultants, agents, attorneysaffiliates and representatives (including any investment bankers, representatives and advisors (collectively, “Representatives”attorneys or accountants retained by it or any of its Subsidiaries) not to, directly or indirectly indirectly, (i) initiate, solicit, initiate, propose or induce the making, submission or announcement of, encourage or knowingly encouragefacilitate (including by way of providing information) the submission of any inquiries, facilitate proposals or assist, offers (whether firm or hypothetical) or any offer, inquiry, indication of interest other efforts or proposal attempts that constitutes, constitute or is may reasonably be expected to lead to, an any Acquisition Proposal; , (ii) furnish have any discussions with or provide any confidential information or data to any Person or Group (other than Parent, Merger Sub or any of their respective Representatives in their capacity as such) any non-public information person relating to the Company or any of its Subsidiaries or afford to any Person or Group (other than Parent, Merger Sub or any of their respective Representatives in their capacity as such) access to the business, properties, assets, books, records or other non-public information, or to any personnel, of the Company or any of its Subsidiaries, in any such case in connection with any Acquisition Proposal or with the intent to induce the making, submission or announcement of, or to knowingly encourage, facilitate or assist, an Acquisition Proposal or the making of any offer, inquiry, indication of interest or proposal that constitutes or is reasonably expected to lead to an Acquisition Proposal; (iii) participate , or engage in discussions or any negotiations with any Person or Group with respect to an Acquisition Proposal or with respect to any inquiries from third Persons relating to any offer, indication of interest or proposal relating to concerning an Acquisition Proposal (other than informing discussions or requests for and receipt of information to ascertain the terms of any such Persons of the provisions contained in this Section 4.1Acquisition Proposal); , (iii) approve or recommend, or publicly propose to approve or recommend, any Acquisition Proposal, (iv) approve, endorse approve or recommend any offer, inquiry, indication of interest or proposal that constitutesrecommend, or would reasonably expected publicly propose to lead toapprove or recommend, an Acquisition Proposal; (v) or execute or enter into into, any letter of intent, agreement in principle, memorandum of understanding, merger agreement, acquisition asset or share purchase or share exchange agreement, option agreement or other Contract similar agreement related to any Acquisition Proposal, (whether writtenv) enter into any agreement or agreement in principle requiring, oraldirectly or indirectly, binding the Company to abandon, terminate or non-binding) relating fail to an Acquisition Proposal consummate the transactions contemplated hereby or Acquisition Transaction; breach its obligations hereunder, or (vi) authorize publicly propose or commit agree to do any of the foregoing. Notwithstanding anything to the contrary in foregoing provisions of this Section 4.17.4(a), in the Stockholder may, participate or engage in discussions or negotiations with, and furnish information and data to, any Person or Group or their respective Representatives event that have delivered to the Company a receives an unsolicited bona fide written Acquisition Proposal after the date of this Agreement and the Company’s board of directors concludes in good faith that such Acquisition Proposal constitutes or is reasonably likely to result in a Superior Proposal, if and only if, the Company Board may, and may permit its Subsidiaries and its and their officers, directors, employees, agents, affiliates and representatives to, prior to (acting upon but not after) the recommendation date of the Company Special CommitteeStockholders Meeting, take any action described in clause (ii) above to the extent that its board of directors concludes in good faith (after receiving the advice of its outside counsel) that failure to take such actions would result in a violation of its fiduciary duties under applicable Law; provided, however, that prior to providing (or causing to be provided) any confidential information or data permitted to be provided pursuant to this sentence, the Company Special Committee has made shall have entered into a Qualified Acquisition Proposal Determination written confidentiality agreement with respect such third party on terms no less favorable to the Company than the Confidentiality Agreement; and provided, further, that the Company shall contemporaneously provide Acquiror with any non-public information concerning the Company or its Subsidiaries provided to such Acquisition Proposal in accordance with Section 5.4(b) of the Merger Agreementperson which was not previously provided to Acquiror (or its representatives).

Acquisition Proposals. (a) From and after the date hereof until the Termination Date, the Stockholder hereby covenants and agrees that, except as expressly contemplated pursuant to this Agreement, the Stockholder The Company shall not, and shall cause its managers, subsidiaries and its and its subsidiaries’ directors, officersofficers and employees not to, employees, consultants, agents, and shall use its reasonable best efforts to cause its and its subsidiaries’ attorneys, investment bankers and other advisors or representatives (collectively with its subsidiaries and advisors (collectivelyits and its subsidiaries’ directors, officers and employees, “Representatives”) not to, directly or indirectly indirectly, (i) initiate, solicit, initiate, propose or induce the making, submission or announcement of, or knowingly encourage, knowingly induce or knowingly facilitate or assist, any offer, inquiry, indication of interest or proposal that constitutes, or is reasonably expected to lead to, an Acquisition Proposal; (ii) furnish to any Person or Group (other than Parent, Merger Sub or any of their respective Representatives in their capacity as such) any including by providing non-public information relating to the Company or any its subsidiaries) the making of its Subsidiaries or afford to any Person or Group (other than Parent, Merger Sub or any of their respective Representatives in their capacity as such) access to the business, properties, assets, books, records or other non-public information, or to any personnel, of the Company or any of its Subsidiaries, in any such case in connection with any Acquisition Proposal or with the intent to induce the making, submission or announcement of, or to knowingly encourage, facilitate or assist, an Acquisition Proposal or the making of any offer, inquiry, indication of interest offer or proposal that constitutes or is would reasonably be expected to lead to an Acquisition Proposal; , (iiiii) engage or otherwise participate in any negotiations or engage discussions (other than, in discussions response to a bona fide Acquisition Proposal or negotiations with other inquiry, offer or proposal after the date hereof that was not initiated, solicited, encouraged or facilitated, and did not otherwise result from a material violation of this Section 7.1, contacting such Person and its advisors for the purpose of clarifying the material terms of any such Acquisition Proposal or inquiry, offer or proposal and the likelihood and timing of consummation thereof) concerning, or provide access to its properties, books and records or any confidential or nonpublic information or data to, any Person in connection with, relating to or Group with respect to for the purpose of encouraging or facilitating an Acquisition Proposal or with respect to any inquiries from third Persons relating to any offerinquiry, indication of interest offer or proposal relating that would reasonably be expected to lead to an Acquisition Proposal Proposal, (other than informing such Persons of the provisions contained in this Section 4.1); (iviii) approve, endorse or recommend any offer, inquiry, indication of interest or proposal that constitutesrecommend, or would reasonably expected propose publicly to lead toapprove, an endorse or recommend, any Acquisition Proposal; , or (viv) execute or enter into any letter of intent, memorandum of understandingagreement in principle, merger agreement, acquisition agreement or other Contract (whether written, oral, binding similar written or non-binding) oral agreement relating to an any Acquisition Proposal (each, an “Alternative Acquisition Agreement”), and the Company shall not resolve or Acquisition Transaction; or (vi) authorize or commit agree to do any of the foregoing. Notwithstanding anything to Without limiting the contrary foregoing, it is agreed that any violation of any of the restrictions set forth in the preceding sentence by any Representatives of the Company or any of its subsidiaries shall be a breach of this Section 4.17.1(a) by the Company. The Company shall, the Stockholder mayshall cause its subsidiaries and its and its subsidiaries’ directors, participate or engage in officers and employees to, and shall use its reasonable best efforts to cause its and its subsidiaries’ other Representatives to, immediately cease and cause to be terminated any solicitations of, discussions or negotiations with, and furnish or provision of access to non-public information and data relating to the Company or its subsidiaries to, any Person or Group or (other than the Parties and their respective Representatives Representatives) in connection with any Acquisition Proposal. The Company also agrees that have delivered it will promptly request each Person (other than the Parties and their respective Representatives) that has prior to the date hereof executed a confidentiality agreement in connection with its consideration of an Acquisition Proposal to promptly return or destroy all confidential information furnished to such Person by or on behalf of it or any of its subsidiaries prior to the date hereof and shall terminate access to data rooms furnished in connection therewith. The Company a bona fide written shall promptly (and in any event within twenty-four (24) hours) notify Parent orally and in writing of the receipt of any inquiries, proposals or offers, any requests for non-public information, or any requests for discussions or negotiations with the Company or any of its Representatives, in each case with respect to an Acquisition Proposal or any offer, inquiry or proposal that would reasonably be expected to lead to an Acquisition Proposal, which notice shall include a summary of the material terms and conditions of, and the identity of the Person making, such Acquisition Proposal, inquiry, proposal or offer, and, if applicable, copies of any such written requests, proposals or offers, including proposed agreements, and only ifthereafter shall keep Parent reasonably informed, on a prompt basis (and in any event within twenty-four (24) hours), of any material developments regarding any Acquisition Proposals or any material change to the terms and status of any such Acquisition Proposal or the material aspects of any bid process established by the Company to review such proposals or offers. The Company agrees that neither it nor any of its subsidiaries shall terminate, waive or amend to similar effect any existing standstill or similar agreement to which it or one of its subsidiaries is a party, except to the extent that prior to, but not after, obtaining the Company Requisite Vote, after consultation with its outside legal counsel, the Company Board (acting upon determines that the recommendation of the Company Special Committee) or the Company Special Committee has made a Qualified Acquisition Proposal Determination failure to take such action would be reasonably likely to be inconsistent with respect to such Acquisition Proposal in accordance with Section 5.4(b) of the Merger Agreementits fiduciary duties under applicable Law.

Acquisition Proposals. (a) From and after the date hereof until the Termination Date, the Stockholder hereby covenants and agrees that, except as expressly contemplated pursuant to this Agreement, the Stockholder shall not, and shall cause its managers, directors, officers, employees, consultants, agents, attorneys, representatives and advisors (collectively, “Representatives”) not to, directly or indirectly (i) solicit, initiate, propose or induce the making, submission or announcement of, or knowingly encourage, facilitate or assist, any offer, inquiry, indication of interest or proposal that constitutes, or is reasonably expected to lead to, an Acquisition Proposal; (ii) furnish to any Person or Group (other than Parent, Merger Sub or any of their respective Representatives in their capacity as such) any non-public information relating to the Company or any of its Subsidiaries or afford to any Person or Group (other than Parent, Merger Sub or any of their respective Representatives in their capacity as such) access to the business, properties, assets, books, records or other non-public information, or to any personnel, of the Company or any of its Subsidiaries, in any such case in connection with any Acquisition Proposal or with the intent to induce the making, submission or announcement of, or to knowingly encourage, facilitate or assist, an Acquisition Proposal or the making of any offer, inquiry, indication of interest or proposal that constitutes or is reasonably expected to lead to an Acquisition Proposal; (iii) participate or engage in discussions or negotiations with any Person or Group with respect to an Acquisition Proposal or with respect to any inquiries from third Persons relating to any offer, indication of interest or proposal relating to an Acquisition Proposal (other than informing such Persons of the provisions contained in this Section 4.1); (iv) approve, endorse or recommend any offer, inquiry, indication of interest or proposal that constitutes, or would reasonably expected to lead to, an Acquisition Proposal; (v) enter into any letter of intent, memorandum of understanding, merger agreement, acquisition agreement or other Contract (whether written, oral, binding or non-binding) relating to an Acquisition Proposal or Acquisition Transaction; or (vi) authorize or commit to do any of the foregoing. Notwithstanding anything to the contrary in this Section 4.1, the Stockholder may, participate or engage in discussions or negotiations with, and furnish information and data to, any Person or Group or their respective Representatives that have delivered to the Company a bona fide written Acquisition Proposal, if and only if, the Company Board (acting upon the recommendation of the Company Special Committee) or the Company Special Committee has made a Qualified Acquisition Proposal Determination with respect to such Acquisition Proposal in accordance with Section 5.4(b) of the Merger Agreement.the

Acquisition Proposals. (a) From and after the date hereof until the Termination DateSubject to Section 6.3(b), the Stockholder hereby covenants and agrees that, except as expressly contemplated pursuant to this Agreement, the Stockholder Company shall not, and shall cause its managersSubsidiaries not to, and shall instruct, and use reasonable best efforts to cause, its officers, directors, officers, employees, consultants, agents, attorneysadvisors, Affiliates and other representatives and advisors (collectively, “Representatives”) not to, directly or indirectly indirectly, from the date hereof until the Purchase Time: (i) solicit, initiate, propose or induce the making, submission or announcement of, solicit or knowingly encourageencourage (including by way of providing non-public information) the submission of any inquiries, facilitate proposals or assist, any offer, inquiry, indication of interest offers that constitute or proposal that constitutes, or is may reasonably be expected to lead to, an any Acquisition Proposal; Proposal or engage in any discussions or negotiations with respect thereto (except to notify such parties of the existence of this Section 6.3) or otherwise cooperate with or assist or participate in, or knowingly facilitate any such inquiries, proposals, discussions or negotiations, (ii) furnish approve or recommend, or publicly propose to approve or recommend, an Acquisition Proposal or enter into any Person merger agreement, letter of intent, agreement in principle, share purchase agreement, asset purchase agreement or Group share exchange agreement, option agreement or other similar agreement relating to an Acquisition Proposal or enter into any letter of intent, agreement or agreement in principle requiring the Company (other than Parentwhether or not subject to conditions) to abandon, Merger Sub terminate or fail to consummate the transactions contemplated hereby or breach its obligations hereunder, (iii) withdraw, modify or qualify, or propose publicly to withdraw, modify or qualify, in a manner adverse to Parent or Purchaser, the Company Board Recommendation (a “Change of Board Recommendation”), or (iv) resolve or agree to do any of the actions described in clause (i), (ii) or (iii) of this sentence. Subject to Section 6.3(b), the Company shall immediately cease as of the date hereof and cause to be terminated any solicitation, encouragement, discussion or negotiation with any Persons conducted heretofore by the Company, its Subsidiaries or any of their respective its Representatives in their capacity as such) with respect to any non-public Acquisition Proposal and shall promptly cause to be returned or destroyed all confidential information relating to provided by or on behalf of the Company or any of its Subsidiaries or afford to any Person or Group (other than Parent, Merger Sub or any of their respective Representatives in their capacity as such) access to the business, properties, assets, books, records or other non-public information, or to any personnel, of the Company or any of its Subsidiaries, in any such case in connection with any Acquisition Proposal or with the intent to induce the making, submission or announcement of, or to knowingly encourage, facilitate or assist, an Acquisition Proposal or the making of any offer, inquiry, indication of interest or proposal that constitutes or is reasonably expected to lead to an Acquisition Proposal; (iii) participate or engage in discussions or negotiations with any Person or Group with respect to an Acquisition Proposal or with respect to any inquiries from third Persons relating to any offer, indication of interest or proposal relating to an Acquisition Proposal (other than informing such Persons of the provisions contained in this Section 4.1); (iv) approve, endorse or recommend any offer, inquiry, indication of interest or proposal that constitutes, or would reasonably expected to lead to, an Acquisition Proposal; (v) enter into any letter of intent, memorandum of understanding, merger agreement, acquisition agreement or other Contract (whether written, oral, binding or non-binding) relating to an Acquisition Proposal or Acquisition Transaction; or (vi) authorize or commit to do any of the foregoing. Notwithstanding anything to the contrary in this Section 4.1, the Stockholder may, participate or engage in discussions or negotiations with, and furnish information and data to, any Person or Group or their respective Representatives that have delivered to the Company a bona fide written Acquisition Proposal, if and only if, the Company Board (acting upon the recommendation of the Company Special Committee) or the Company Special Committee has made a Qualified Acquisition Proposal Determination with respect to such Acquisition Proposal in accordance with Section 5.4(b) of the Merger AgreementPerson.

Acquisition Proposals. (a) From and after the date hereof until the Termination DateClosing Date or, if earlier, the Stockholder hereby covenants and agrees that, except as expressly contemplated pursuant to termination of this AgreementAgreement in accordance with Article X, the Stockholder Company shall not, and shall cause its managers, directors, officers, employees, consultants, agents, attorneys, Subsidiaries and its and their representatives and advisors (collectively, “Representatives”) not to, directly or indirectly indirectly, (i) solicit, initiate, propose engage in or induce the making, submission otherwise participate in any discussions or announcement ofnegotiations with any Person with respect to, or knowingly encourage, facilitate or assist, any offer, inquiry, indication of interest or proposal that constitutes, or is reasonably expected to lead to, an Acquisition Proposal; (ii) furnish to any Person or Group (other than Parent, Merger Sub or any of their respective Representatives in their capacity as such) provide any non-public information relating to or data concerning the Company or any of its the Company’s Subsidiaries to any Person relating to, any inquiry, offer or proposal that constitutes or could reasonably be expected to result in or lead to an Acquisition Proposal or afford to any Person or Group (other than Parent, Merger Sub or any of their respective Representatives in their capacity as such) access to the business, properties, assets, books, records assets or other non-public information, or to any personnel, personnel of the Company or any of its Subsidiaries, in any such case the Company’s Subsidiaries in connection with any Acquisition Proposal or with the intent to induce the making, submission or announcement of, or to knowingly encourage, facilitate or assist, an Acquisition Proposal or the making of any offer, inquiry, indication of interest offer or proposal that constitutes or is could reasonably be expected to result in or lead to an Acquisition Proposal; , (ii) enter into any acquisition agreement, merger agreement or similar definitive agreement, or any letter of intent, memorandum of understanding or agreement in principle, or any other agreement relating to an Acquisition Proposal, (iii) participate grant any waiver, amendment or engage release under any confidentiality agreement or the anti-takeover laws of any state, (iv) approve, endorse or recommend, or propose publicly to approve, endorse or recommend, any offer or proposal that constitutes or could reasonably be expected to result in discussions or negotiations with any Person or Group with respect lead to an Acquisition Proposal or (v) propose, resolve or agree to do any of the foregoing or otherwise knowingly facilitate any such inquiries, proposals, discussions, or negotiations or any effort or attempt by any Person to make an Acquisition Proposal. From and after the date hereof, the Company shall, and shall instruct its officers and directors to, and the Company shall instruct and cause its representatives, its Subsidiaries and their respective representatives to, immediately cease and terminate all discussions and negotiations with any Persons that may be ongoing with respect to any inquiries from third Persons relating to any offer, indication of interest or proposal relating to an Acquisition Proposal (other than informing such Persons of the provisions contained in this Section 4.1Acquiror and its representatives); (iv) approve, endorse or recommend any offer, inquiry, indication of interest or proposal that constitutes, or would reasonably expected to lead to, an Acquisition Proposal; (v) enter into any letter of intent, memorandum of understanding, merger agreement, acquisition agreement or other Contract (whether written, oral, binding or non-binding) relating to an Acquisition Proposal or Acquisition Transaction; or (vi) authorize or commit to do any of the foregoing. Notwithstanding anything to the contrary in this Section 4.1, the Stockholder may, participate or engage in discussions or negotiations with, and furnish information and data to, any Person or Group or their respective Representatives that have delivered to the Company a bona fide written Acquisition Proposal, if and only if, the Company Board (acting upon the recommendation of the Company Special Committee) or the Company Special Committee has made a Qualified Acquisition Proposal Determination with respect to such Acquisition Proposal in accordance with Section 5.4(b) of the Merger Agreement.

Acquisition Proposals. (a) From and after the date hereof until the Termination Date, the Stockholder hereby covenants and The Company agrees that, except as expressly contemplated pursuant to by this Agreement, neither it nor any of its Subsidiaries shall, and the Stockholder shall notCompany shall, and shall cause its managersSubsidiaries to, cause their respective officers, directors, officers, employees, consultants, agentsinvestment bankers, attorneys, accountants, financial advisors, agents and other representatives and advisors not to (collectively, “Representatives”i) not to, directly or indirectly (i) initiate, solicit, initiate, propose knowingly encourage or induce facilitate (including by way of furnishing information) any inquiries or the making, making or submission or announcement of, or knowingly encourage, facilitate or assist, of any offer, inquiry, indication of interest or proposal that constitutes, or is could reasonably be expected to lead to, an Acquisition Proposal; , (ii) furnish to any Person participate or Group (other than Parentengage in discussions or negotiations with, Merger Sub or any of their respective Representatives in their capacity as such) disclose any non-public information or data relating to the Company or any of its Subsidiaries or afford access to the properties, books or records of the Company or any of its Subsidiaries to any Person that has made an Acquisition Proposal or Group to any Person in contemplation of an Acquisition Proposal, or (iii) accept an Acquisition Proposal or enter into any agreement, including any letter of intent, memorandum of understanding, agreement in principle, merger agreement, acquisition agreement, option agreement, joint venture agreement, partnership agreement or other similar agreement, arrangement or understanding, (A) constituting or related to, or that is intended to or could reasonably be expected to lead to, any Acquisition Proposal (other than Parentan Acceptable Confidentiality Agreement permitted pursuant to this Section 5.3) or (B) requiring, intended to cause, or which could reasonably be expected to cause the Company to abandon, terminate or fail to consummate the Merger Sub or any other transaction contemplated by this Agreement (each an “Acquisition Agreement”). Any violation of their respective Representatives in their capacity as such) access to the business, properties, assets, books, records foregoing restrictions by any of the Company’s Subsidiaries or other non-public information, or to by any personnel, representatives of the Company or any of its Subsidiaries, in any whether or not such case in connection with any Acquisition Proposal representative is so authorized and whether or with the intent not such representative is purporting to induce the making, submission or announcement of, or to knowingly encourage, facilitate or assist, an Acquisition Proposal or the making of any offer, inquiry, indication of interest or proposal that constitutes or is reasonably expected to lead to an Acquisition Proposal; (iii) participate or engage in discussions or negotiations with any Person or Group with respect to an Acquisition Proposal or with respect to any inquiries from third Persons relating to any offer, indication of interest or proposal relating to an Acquisition Proposal (other than informing such Persons act on behalf of the provisions contained in this Section 4.1); (iv) approve, endorse Company or recommend any offer, inquiry, indication of interest or proposal that constitutes, or would reasonably expected to lead to, an Acquisition Proposal; (v) enter into any letter of intent, memorandum of understanding, merger agreement, acquisition agreement or other Contract (whether written, oral, binding or non-binding) relating to an Acquisition Proposal or Acquisition Transaction; or (vi) authorize or commit to do any of its Subsidiaries or otherwise, shall be deemed to be a breach of this Agreement by the foregoingCompany. Notwithstanding anything to the contrary in this Section 4.1, the Stockholder may, participate or engage in discussions or negotiations with, and furnish information and data to, any Person or Group or their respective Representatives that have delivered to the Company a bona fide written Acquisition Proposal, if and only ifAgreement, the Company Board (acting upon the recommendation of and the Company Special CommitteeBoard may take any actions described in clause (ii) of this Section 5.3(a) with respect to a third party if at any time prior to obtaining the Company Required Vote (x) the Company 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 the Company or any of its Subsidiaries or any of their respective officers, directors, investment bankers, attorneys, accountants, financial advisors, agents or other representatives) and (y) such proposal constitutes, or the Company Special Committee has made Board determines in good faith (after consultation with its financial advisors and outside legal counsel) that such proposal could reasonably be expected to lead to, a Qualified Acquisition Proposal Determination Superior Proposal, provided that the Company shall not deliver any information to such third party without entering into an Acceptable Confidentiality Agreement. Nothing contained in this Section 5.3 shall prohibit the Company or the Company Board from taking and disclosing to the Company’s stockholders a position with respect to such an Acquisition Proposal pursuant to Rules 14d-9 and 14e-2(a) promulgated under the Exchange Act or from making any similar disclosure, in accordance with Section 5.4(b) of either case to the Merger Agreementextent required by applicable Law.

Acquisition Proposals. (a) From and after Neither the date hereof until the Termination Date, the Stockholder hereby covenants and agrees that, except as expressly contemplated pursuant to this Agreement, the Stockholder shall not, and shall cause Company nor any of --------------------- its managers, directors, officers, employees, consultants, agents, attorneys, representatives and advisors (collectively, “Representatives”) not toSubsidiaries shall, directly or indirectly (i) indirectly, through any officer, director, employee, agent or otherwise, solicit, initiate, propose initiate or induce encourage the making, submission of any proposal or announcement offer from any Person (as hereinafter defined) relating to any acquisition or purchase of all or (other than in the ordinary course of business) any portion of the assets of, or knowingly encourageany equity interest in, facilitate or assist, any offer, inquiry, indication of interest or proposal that constitutes, or is reasonably expected to lead to, an Acquisition Proposal; (ii) furnish to any Person or Group (other than Parent, Merger Sub or any of their respective Representatives in their capacity as such) any non-public information relating to the Company or any of its Subsidiaries or afford to any Person recapitalization, business combination or Group (other than Parent, Merger Sub or any of their respective Representatives in their capacity as such) access to the business, properties, assets, books, records or other non-public information, or to any personnel, of similar transaction with the Company or any of its Subsidiaries, Subsidiaries (any communication with respect to the foregoing being an "Acquisition Proposal") or -------------------- participate in any such case in connection with any Acquisition Proposal or with the intent to induce the making, submission or announcement ofnegotiations regarding, or furnish to knowingly encourageany other Person any information with respect to, or otherwise cooperate in any way with, or assist or participate in, facilitate or assist, an Acquisition Proposal encourage any effort or the making of attempt by any offer, inquiry, indication of interest or proposal that constitutes or is reasonably expected to lead to an Acquisition Proposal; (iii) participate or engage in discussions or negotiations with any other Person or Group with respect to an Acquisition Proposal or with respect to any inquiries from third Persons relating to any offer, indication of interest or proposal relating to an Acquisition Proposal (other than informing such Persons of the provisions contained in this Section 4.1); (iv) approve, endorse or recommend any offer, inquiry, indication of interest or proposal that constitutes, or would reasonably expected to lead to, an Acquisition Proposal; (v) enter into any letter of intent, memorandum of understanding, merger agreement, acquisition agreement or other Contract (whether written, oral, binding or non-binding) relating to an Acquisition Proposal or Acquisition Transaction; or (vi) authorize or commit to do or seek any of the foregoing. Notwithstanding anything ; provided, however, that, at any time -------- ------- prior to the contrary in this Section 4.1purchase of Shares by the Company pursuant to the Offer, the Stockholder mayCompany may furnish information to, participate and negotiate or otherwise engage in discussions or negotiations with, any party who delivers a written Acquisition Proposal which was not solicited or encouraged after the date of this Agreement if the Board by majority vote determines in good faith (i) after consultation with and furnish information receipt of advice from its outside legal counsel, that failing to take such action is reasonably determined to constitute a breach of the fiduciary duties of the Board under applicable law, (ii) after consultation with and data toreceipt of written advice from the Financial Advisor or another nationally recognized investment banking firm, any Person or Group or their respective Representatives that have delivered such proposal is more favorable to the Company Company's stockholders from a bona fide written financial point of view than the Transactions (including any adjustment to the terms and conditions proposed by Purchaser in response to such Acquisition Proposal), if and only if, the Company Board (acting upon the recommendation of the Company Special Committeeiii) or the Company Special Committee has made a Qualified Acquisition Proposal Determination that sufficient commitments have been obtained with respect to such Acquisition Proposal in accordance that the Board reasonably expects a transaction pursuant to such Acquisition Proposal could be consummated and (iv) that such Acquisition Proposal is not subject to any regulatory approvals that could reasonably be expected to prevent consummation. In connection with Section 5.4(b) of any party's Acquisition Proposal, the Merger Agreement.Company will enter into a confidential-

Acquisition Proposals. (a) From and after the date hereof until the Termination Date, the Stockholder hereby covenants and agrees thatSo long as this Agreement remains in effect, except as otherwise expressly contemplated pursuant to permitted by this Agreement, the Stockholder BYBK shall not, and it shall not authorize, permit or cause its managers, directors, officers, employees, consultants, agents, attorneys, representatives and advisors (collectively, “Representatives”) not any BYBK Subsidiary or their respective Representatives to, directly or indirectly indirectly: (iA) initiate, solicit, initiateinduce or encourage (including by way of furnishing information or providing assistance), propose or induce take any action to facilitate the making, submission or announcement making of, or knowingly encourage, facilitate or assist, any offer, inquiry, indication of interest offer or proposal that constitutes, relates or is could reasonably expected to lead to, an Acquisition Proposal; (ii) furnish to any Person or Group (other than Parent, Merger Sub or any of their respective Representatives in their capacity as such) any non-public information relating to the Company or any of its Subsidiaries or afford to any Person or Group (other than Parent, Merger Sub or any of their respective Representatives in their capacity as such) access to the business, properties, assets, books, records or other non-public information, or to any personnel, of the Company or any of its Subsidiaries, in any such case in connection with any Acquisition Proposal or with the intent to induce the making, submission or announcement of, or to knowingly encourage, facilitate or assist, an Acquisition Proposal or the making of any offer, inquiry, indication of interest or proposal that constitutes or is reasonably be expected to lead to an Acquisition Proposal; (iiiB) participate or engage in discussions or negotiations with any Person or Group with respect to an Acquisition Proposal or with respect respond to any inquiries from third Persons inquiry relating to any offer, indication of interest or proposal relating to an Acquisition Proposal (other than informing such Persons of the provisions contained in this Section 4.1); (iv) approve, endorse or recommend any offer, inquiry, indication of interest or proposal that constitutes, or would reasonably expected to lead to, an Acquisition Proposal; (vC) recommend or endorse an Acquisition Proposal; (D) participate in any discussions or negotiations regarding any Acquisition Proposal or furnish, or otherwise afford access, to any Person (other than OLB) any information or data with respect to BYBK or any BYBK 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 BYBK or any BYBK Subsidiary is a party; or (F) enter into any agreement, agreement in principle, letter of intentintent or similar instrument, memorandum of understanding, merger including any exclusivity agreement, acquisition 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 other Contract (whether written, oral, binding or non-binding) similar instrument relating to an Acquisition Proposal. Any violation of the foregoing restrictions by BYBK 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 BYBK or otherwise, shall be deemed to be a breach of this Agreement by BYBK. BYBK and each BYBK Subsidiary shall, and shall cause each of its Representatives to, immediately cease and cause to be terminated any and all existing activities, discussions, negotiations and communications with any Person with respect to any existing or potential Acquisition Proposal. Notwithstanding the foregoing, prior to the approval of the Merger by BYBK’s stockholders at the BYBK Common Stockholders’ Meeting, BYBK may respond to an inquiry, furnish nonpublic information regarding itself and the BYBK Subsidiaries to, or enter into discussions with, any Person in response to an unsolicited Acquisition Proposal that is submitted to BYBK by such Person (and not withdrawn) if: (A) BYBK’s board of directors determines in good faith, after consultation with and having considered the advice of its outside legal counsel and the advice of the BYBK Advisers, that such Acquisition Proposal constitutes or Acquisition Transactionis reasonably likely to lead to a Superior Proposal (as defined below); or (viB) authorize or commit to do BYBK has not violated any of the foregoing. Notwithstanding anything to the contrary restrictions set forth in this Section 4.15.7(a)(ii); (C) BYBK’s board of directors determines in good faith, after consultation with and based upon the Stockholder mayadvice of its outside legal counsel and the advice of the BYBK Advisers, participate that such action is required in order for the board of directors to comply with its fiduciary obligations under applicable Law; and (D) at least two Business Days prior to furnishing any nonpublic information to, or engage entering into discussions with, such Person, BYBK provides OLB with written notice of the identity of such Person and of BYBK’s intention to furnish nonpublic information to, or enter into discussions with, such Person and BYBK 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 any exclusive right to negotiate with BYBK. BYBK shall promptly provide to OLB any non-public information regarding BYBK or any BYBK Subsidiary provided to any other Person that was not previously provided to OLB, such additional information to be provided no later than the date of provision of such information to such other Person. BYBK shall promptly (and in any event within 24 hours) notify OLB in writing if any proposals or offers are received by, any information is requested from, or any negotiations or discussions are sought to be initiated or continued with, BYBK, any BYBK Subsidiary or any of their Representatives, in each case in connection with any Acquisition Proposal, and such notice shall indicate the name of the Person initiating such discussions or negotiations withor making such proposal, offer or information request and furnish the material terms and conditions of any proposals or offers (and, in the 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)). BYBK agrees that it shall keep OLB informed, on a current basis, of the status and data toterms of any such proposal, offer, information request, negotiations or discussions (including any Person amendments or Group modifications to such proposal, offer or their respective Representatives request). BYBK further agrees that have delivered it will provide OLB with the opportunity to present its own proposal to the Company a bona fide written Acquisition Proposal, if BYBK board of directors in response to any such proposal or offer and only if, the Company Board (acting upon the recommendation of the Company Special Committee) or the Company Special Committee has made a Qualified Acquisition Proposal Determination negotiate with OLB in good faith with respect to any such Acquisition Proposal in accordance with Section 5.4(b) of the Merger Agreementproposal.

Acquisition Proposals. (a) From and after the execution of this Agreement until the earlier to occur of (x) the date hereof until of the Termination Date, termination of this Agreement in accordance with its terms and (y) the Stockholder hereby covenants and agrees thatEffective Time, except as expressly contemplated pursuant to permitted by this AgreementSection 5.02, the Stockholder shall notCompany agrees that neither it nor any of its Subsidiaries nor any of its or their respective directors or officers shall, and the Company shall use its reasonable best efforts to cause its managers, directors, officers, employees, consultants, agents, attorneys, representatives and advisors (collectively, “Representatives”) its Subsidiaries’ other Representatives not to, directly or indirectly indirectly, (i) whether publicly or otherwise, solicit, initiate, propose or induce the makinginduce, submission or announcement of, knowingly encourage or knowingly encourage, take any other action designed to facilitate or assist, assist the submission of any offerproposal, inquiry, indication of interest or proposal offer that constitutes or would reasonably be expected to lead to an Acquisition Proposal or the consummation thereof, (ii) other than solely to inform any Person of the existence of the provisions contained in this Section 5.02, enter into, conduct, participate, maintain or engage in, or continue to conduct, participate, maintain or engage in, any discussions or negotiations with any Person, or take any action with respect to any proposal, inquiry, indication of interest or offer that constitutes, or is would reasonably be expected to lead to, an any Acquisition Proposal; , (iiiii) furnish to any Person or Group (other than Parent, Merger Sub or any designees of their respective Representatives in their capacity as suchParent or Merger Sub) any non-public information relating to the Company or any of its Subsidiaries Subsidiaries, or afford to any Person or Group (other than Parent, Merger Sub or any designees of their respective Representatives in their capacity as suchParent or Merger Sub) access to the business, properties, assets, books, records or other non-public information, or to any personnel, of the Company or any of its Subsidiaries, in any such case in connection with any Acquisition Proposal or with the intent to induce encourage, induce, facilitate or assist the making, submission or announcement of, or to knowingly encourage, facilitate or assist, an Acquisition Proposal or the making of any offerproposal, inquiry, indication of interest or proposal offer that constitutes or is would reasonably be expected to lead to an Acquisition Proposal; (iii) participate or engage in discussions or negotiations with any Person or Group with respect to an Acquisition Proposal or with respect to any inquiries from third Persons relating to any offer, indication of interest or proposal relating to an Acquisition Proposal (other than informing such Persons of the provisions contained in this Section 4.1); (iv) approve, adopt, declare advisable, endorse or recommend any offerAcquisition Proposal (except to the extent expressly permitted pursuant to Section 5.02(d)), inquiry, indication of interest or proposal that constitutes, or would reasonably expected to lead to, an Acquisition Proposal; (v) enter into any letter of intent, memorandum of understanding, merger agreementagreement in principle or similar document, acquisition agreement or other any Contract (whether written, oral, binding or non-binding) commitment contemplating or otherwise providing for or relating to an any Acquisition Proposal or (other than an Acceptable Confidentiality Agreement in accordance with this Section 5.02) (an “Alternative Acquisition Transaction; or Agreement”), (vi) authorize take any action to make the provisions of any Takeover Laws or commit any anti-takeover provision in the Company’s Organizational Documents inapplicable to do any transactions contemplated by an Acquisition Proposal, or (vii) resolve or agree to any of the foregoing. Notwithstanding anything The Company and its Subsidiaries shall, and shall instruct and use its reasonable best efforts to the contrary in this Section 4.1cause its and its Subsidiaries’ Representatives to, the Stockholder mayimmediately cease and cause to be terminated all existing activities, participate or engage in discussions or negotiations with, and furnish information and data to, with any Person conducted heretofore with respect to any proposal that constitutes or Group or their respective Representatives that have delivered would reasonably be expected to the Company a bona fide written lead to any Acquisition Proposal, if and only ifshall terminate access by each such Person and its Representatives to any online or other data rooms containing any information in respect of the Company or any of its Subsidiaries. The Company shall, as soon as practicable following the date hereof, request of each Person that has heretofore executed a confidentiality agreement in connection with its consideration of an Acquisition Proposal to promptly return or destroy all confidential information furnished prior to the execution of this Agreement to or for the benefit of such Person by or on behalf of the Company or any of its Subsidiaries or Representatives. From and after the date of this Agreement, the Company Board (acting upon and its Subsidiaries and their respective officers, directors and employees shall use their reasonable best efforts to enforce any confidentiality provisions or provisions of similar effect to which the recommendation Company or any of its Subsidiaries is a party or of which the Company or any of the Company Special Committee) or the Company Special Committee has made Subsidiaries is a Qualified Acquisition Proposal Determination with respect to such Acquisition Proposal in accordance with Section 5.4(b) of the Merger Agreementbeneficiary.

Acquisition Proposals. (a) From and after the date hereof until the Termination Date, the Stockholder hereby covenants and agrees that, except as expressly contemplated pursuant to this Agreement, the Stockholder The Company shall not, and shall cause its managers, directors, officers, employees, consultants, agents, attorneys, representatives and advisors (collectively, “Representatives”) Subsidiaries not to, directly or indirectly and shall instruct its Representatives not to: (i) initiate, solicit, initiateknowingly encourage or knowingly facilitate any inquiry with respect to, propose or induce the making, submission or announcement of, or knowingly encourage, facilitate or assist, of any offer, inquiry, indication of interest or proposal that constitutes, or is reasonably expected to lead to, an Acquisition Proposal; , (ii) furnish to engage in negotiations with any Person or Group (other than Parent, Merger Sub Sub, or any designees of their respective Representatives in their capacity as suchParent or Merger Sub) with respect to any Acquisition Proposal or any inquiry or proposal that could reasonably be expected to lead to an Acquisition Proposal, or (iii) provide any non-public information relating to the Company or any of its Subsidiaries or afford to any Person or Group (other than Parent, Merger Sub Sub, or any designees of their respective Representatives in their capacity as suchParent or Merger Sub) access to the business, properties, assets, books, records or other non-public information, or to any personnel, of the Company or any of its Subsidiaries, in any such case in connection with any Acquisition Proposal or with the intent to induce the making, submission or announcement of, or to knowingly encourage, facilitate or assist, an Acquisition Proposal or the making of any offer, inquiry, indication of interest inquiry or proposal that constitutes or is could reasonably be expected to lead to an Acquisition Proposal; (iii) participate or engage in discussions or negotiations with any Person or Group with respect to an Acquisition Proposal or with respect to any inquiries from third Persons relating to any offer, indication of interest or proposal relating to an Acquisition Proposal (other than informing such Persons of the provisions contained in this Section 4.1); (iv) approve, endorse or recommend or propose to approve, endorse or recommend any offer, inquiry, indication of interest or proposal that constitutesAcquisition Proposal, or would reasonably expected to lead toany Person becoming an “interested stockholder” of the Company as defined in Section 203 of the DGCL, an Acquisition Proposal; (v) enter into any letter of intent, memorandum of understanding, merger agreement, acquisition intent or agreement in principle or other Contract (whether written, oral, binding or non-binding) relating to an any agreement providing for any Acquisition Proposal or Acquisition Transaction; (except for confidentiality agreements permitted under Section 5.3(b)), or (vi) authorize resolve to do, or commit agree or publicly announce an intention to do any of the foregoing. Notwithstanding anything to the contrary in this Section 4.1The Company shall, the Stockholder mayand shall cause its Subsidiaries and Representatives to, participate or engage in discussions immediately cease any solicitation, discussions, or negotiations with, and furnish information and data to, with any Person (other than Parent, Merger Sub, or Group any designees of Parent or their respective Representatives Merger Sub) with respect to any Acquisition Proposal or any inquiry or proposal that have delivered could reasonably be expected to the Company a bona fide written lead to an Acquisition Proposal, if and only if, promptly terminate access granted to any third party or its Representatives to any electronic data room maintained by the Company Board (acting upon or its Subsidiaries with respect to the recommendation Contemplated Transactions and, to the extent the Company has the right to do so, shall request the return or destruction of all confidential information provided by or on behalf of the Company Special Committeeor its Subsidiaries to any such Person (and in any event within twenty-four (24) hours following the date hereof). The Company and its Representatives may (A) seek to clarify and understand the terms and conditions of any inquiry or proposal made by any Person solely to determine whether such inquiry or proposal constitutes an Acquisition Proposal and (B) inform a Person that has made or, to the Knowledge of the Company, is considering making an Acquisition Proposal of the provisions of this Section 5.3. The Company agrees that if it (x) affirmatively permits any of its Representatives to take any action or (y) is made aware of an action by one of its Representatives and does not use its reasonable best efforts to exercise its available remedies to prohibit or terminate such action and, in each case, such action would constitute a material breach of this Section 5.3 if taken by the Company, then such action will be deemed to constitute a breach by the Company Special Committee has made a Qualified Acquisition Proposal Determination with respect to such Acquisition Proposal in accordance with of this Section 5.4(b) of the Merger Agreement5.3.

Acquisition Proposals. (a) PBV agrees that it shall, and shall direct and use its reasonable best efforts to cause its affiliates, directors, officers, employees, agents and representatives (including, without limitation, any investment banker, financial advisor, attorney, accountant or other representative retained by it) (all of the foregoing, collectively, “Representatives”) to, immediately cease any discussions or negotiations with any other parties that may be ongoing with respect to the possibility or consideration of any Acquisition Proposal (as defined below), and will use its reasonable best efforts to enforce any confidentiality or similar agreement relating to any Acquisition Proposal, including by requesting the other party to promptly return or destroy any confidential information previously furnished by or on behalf of PBV thereunder and by specifically enforcing the terms thereof in a court of competent jurisdiction, if necessary. From and after the date hereof until of this Agreement through the Termination DateEffective Time, the Stockholder hereby covenants and agrees that, except as expressly contemplated pursuant to this Agreement, the Stockholder PBV shall not, and shall cause its managers, directors, officers, employees, consultants, agents, attorneys, representatives and advisors (collectively, “Representatives”) officers or employees or any Representative retained by it not to, directly or indirectly through another Person, (i) solicit, initiate, propose initiate or induce the making, submission encourage (including by way of furnishing information or announcement ofassistance), or knowingly encourage, take any other action designed to facilitate or assistthat is likely to result in, any offer, inquiry, indication inquiries or the making of interest any proposal or proposal offer that constitutes, or is reasonably expected likely to lead to, an any Acquisition Proposal; , (ii) furnish provide any confidential information or data to any Person or Group (other than Parent, Merger Sub or any of their respective Representatives in their capacity as such) any non-public information relating to the Company or any of its Subsidiaries or afford to any Person or Group (other than Parent, Merger Sub or any of their respective Representatives in their capacity as such) access to the business, properties, assets, books, records or other non-public information, or to any personnel, of the Company or any of its Subsidiaries, in any such case in connection with any Acquisition Proposal or with the intent to induce the makingProposal, submission or announcement of, or to knowingly encourage, facilitate or assist, an Acquisition Proposal or the making of any offer, inquiry, indication of interest or proposal that constitutes or is reasonably expected to lead to an Acquisition Proposal; (iii) participate or engage in any discussions or negotiations with regarding any Person or Group with respect to an Acquisition Proposal or with respect to any inquiries from third Persons relating to any offerProposal, indication of interest or proposal relating to an Acquisition Proposal (other than informing such Persons of the provisions contained in this Section 4.1); (iv) approvewaive, endorse terminate, modify or recommend fail to enforce any offerprovision of any contractual “standstill” or similar obligations of any Person other than FCBI or its affiliates, inquiry, indication of interest or proposal that constitutes, or would reasonably expected to lead to, an Acquisition Proposal; (v) approve or recommend, propose to approve or recommend, or execute or enter into into, any letter of intent, memorandum of understandingagreement in principle, merger agreement, acquisition asset purchase agreement or share exchange agreement, option agreement or other Contract (whether written, oral, binding or non-binding) relating similar agreement related to an any Acquisition Proposal or Acquisition Transaction; or (vi) authorize or commit propose to do any of the foregoing. Notwithstanding anything , or (vi) make or authorize any statement, recommendation or solicitation in support of any Acquisition Proposal; provided, however, that prior to the contrary date of the PBV Meeting, if the PBV Board determines in good faith, after consulting with its outside legal and financial advisors, that the failure to do so would breach, or would reasonably be expected to result in a breach of, the PBV Board’s fiduciary duties under applicable law, PBV may, in response to a bona fide, written Acquisition Proposal not solicited in violation of this Section 4.16.07(a)(i) that the PBV Board determines in good faith constitutes a Superior Proposal (as defined below), subject to providing prior written notice of its decision to take such action to FCBI at least one (1) Business Day prior to such decision and identifying the Stockholder mayPerson making the proposal and all the material terms and conditions of such proposal and compliance with Section 6.07(b), (1) furnish information with respect to itself to any Person making such a Superior Proposal pursuant to a customary confidentiality agreement (as determined by PBV after consultation with its outside counsel) on terms no more favorable to such Person than the terms contained in the Confidentiality Agreement are to FCBI, and (2) participate or engage in discussions or negotiations with, and furnish information and data to, any Person or Group or their respective Representatives that have delivered to the Company regarding such a bona fide written Acquisition Superior Proposal, if and only if, the Company Board (acting upon the recommendation of the Company Special Committee) or the Company Special Committee has made a Qualified Acquisition Proposal Determination with respect to such Acquisition Proposal in accordance with Section 5.4(b) of the Merger Agreement.

Acquisition Proposals. (a) From and after the date hereof until of this Agreement and prior to the Termination Date, the Stockholder hereby covenants and agrees thatEffective Time, except as expressly contemplated pursuant to this Agreementprovided below, the Stockholder Company agrees (i) that the Company shall not, and the Company shall direct and use its reasonable best efforts to cause its managersofficers, directors, officersemployees and authorized agents and representatives (including any investment banker, employees, consultants, agents, attorneys, representatives and advisors (collectively, “Representatives”attorney or accountant retained by it) not to, initiate, solicit or encourage, directly or indirectly indirectly, any inquiries or the making or implementation of any proposal or offer (iincluding any proposal or offer to its stockholders) solicitwith respect to a merger, initiateacquisition, propose consolidation or induce the makingsimilar transaction involving, submission or announcement any purchase of, any equity securities (except pursuant to the exercise of the outstanding options, warrants or knowingly encourageother rights set forth in Section 4.3 of this Agreement, facilitate including, Section 4.3 of the Disclosure Schedule) or assistall or any significant portion of the assets of, the Company (any such proposal or offer being hereinafter referred to as an "Acquisition Proposal") or engage in any negotiations concerning, or provide any confidential information or data to, or have any discussions with, any offer, inquiry, indication of interest person or proposal that constitutesentity relating to an Acquisition Proposal, or is reasonably expected otherwise facilitate any effort or attempt to lead to, make or implement an Acquisition Proposal; (ii) furnish that it will immediately cease and cause to be terminated any Person or Group (other than Parentexisting activities, Merger Sub or any of their respective Representatives in their capacity as such) any non-public information relating to the Company or any of its Subsidiaries or afford to any Person or Group (other than Parent, Merger Sub or any of their respective Representatives in their capacity as such) access to the business, properties, assets, books, records or other non-public information, or to any personnel, of the Company or any of its Subsidiaries, in any such case in connection with any Acquisition Proposal or with the intent to induce the making, submission or announcement of, or to knowingly encourage, facilitate or assist, an Acquisition Proposal or the making of any offer, inquiry, indication of interest or proposal that constitutes or is reasonably expected to lead to an Acquisition Proposal; (iii) participate or engage in discussions or negotiations with any Person person or Group entity conducted heretofore with respect to any of the foregoing and will take the necessary steps to inform the person or entity referred to above of the obligations undertaken in this Section 5.2; and (iii) that it will notify Parent immediately if any such inquiries or proposals are received by, any such information is requested from, or any such negotiations or discussions are sought to be initiated or continued with, it (but the Company shall not be required to disclose the names of any party making or the terms of any such proposal); provided, however, that nothing contained in this Section 5.2 shall prohibit the Board of Directors of the Company from (x) furnishing information to, or entering into discussions or negotiations with, any person or entity that makes an unsolicited bona fide proposal in writing to engage in an Acquisition Proposal transaction which the Board of Directors of the Company in good faith determines represents a financially superior transaction for the stockholders of the Company as compared to the Offer and the Merger if, and only to the extent that, (A) the Board of Directors determines, after consultation with outside counsel of national reputation (which may be the Company's regularly engaged counsel) for its expertise in corporate and securities law matters as the Company shall select ("Company Counsel"), that failure to take such action would be inconsistent with the compliance by the Board of Directors with its fiduciary duties to stockholders imposed by law, (B) prior to or concurrently with furnishing such information to, or entering into discussions or negotiations with, such a person or entity, the Company provides written notice to Parent to the effect that it is furnishing information to, or entering into discussions or negotiations with, such a person or entity, and (C) the Company keeps Parent informed of the status (excluding, however, the identity of such person) of any such discussions or negotiations; and (y) to the extent applicable, complying with Rule 14e-2 promulgated under the Exchange Act with regard to an Acquisition Proposal. Nothing in this Section 5.2 shall (t) permit the Company to terminate this Agreement (except as contemplated by Section 8.1(b)(ii)), (u) permit the Company to enter into any agreement with respect to an Acquisition Proposal or with respect to any inquiries from third Persons relating to any offer, indication during the term of interest or proposal relating to an Acquisition Proposal (other than informing such Persons of the provisions contained in this Section 4.1); (iv) approve, endorse or recommend any offer, inquiry, indication of interest or proposal that constitutesAgreement, or would reasonably expected to lead to, an Acquisition Proposal; (v) enter into affect any letter other obligation of intent, memorandum of understanding, merger agreement, acquisition agreement or other Contract (whether written, oral, binding or non-binding) relating to an Acquisition Proposal or Acquisition Transaction; or (vi) authorize or commit to do any of the foregoing. Notwithstanding anything to the contrary in party under this Section 4.1, the Stockholder may, participate or engage in discussions or negotiations with, and furnish information and data to, any Person or Group or their respective Representatives that have delivered to the Company a bona fide written Acquisition Proposal, if and only if, the Company Board (acting upon the recommendation of the Company Special Committee) or the Company Special Committee has made a Qualified Acquisition Proposal Determination with respect to such Acquisition Proposal in accordance with Section 5.4(b) of the Merger Agreement.

Acquisition Proposals. (a) CNB agrees that it shall, and shall direct and cause its affiliates, directors, officers, employees, agents and representatives (including, without limitation, any investment banker, financial advisor, attorney, accountant or other representative retained by it) (all of the foregoing, collectively, “Representatives”) to, immediately cease any discussions or negotiations with any other parties that may be ongoing with respect to the possibility or consideration of any Acquisition Proposal (as defined herein), and will use its reasonable best efforts to enforce any confidentiality or similar agreement relating to any Acquisition Proposal, including by requesting the other party to promptly return or destroy any confidential information previously furnished by or on behalf of CNB thereunder and by specifically enforcing the terms thereof in a court of competent jurisdiction, if necessary. From and after the date hereof until of this Agreement through the Termination DateEffective Time, the Stockholder hereby covenants and agrees that, except as expressly contemplated pursuant to this Agreement, the Stockholder CNB shall not, and shall cause its managers, directors, officers, employees, consultants, agents, attorneys, representatives and advisors (collectively, “Representatives”) officers or employees or any Representative retained by it not to, directly or indirectly through another Person, (i) solicit, initiate, propose initiate or induce the making, submission encourage (including by way of furnishing information or announcement ofassistance), or knowingly encourage, take any other action designed to facilitate or assistthat is likely to result in, any offer, inquiry, indication inquiries or the making of interest any proposal or proposal offer that constitutes, or is reasonably expected likely to lead to, an any Acquisition Proposal; , (ii) furnish provide any confidential information or data to any Person or Group (other than Parent, Merger Sub or any of their respective Representatives in their capacity as such) any non-public information relating to the Company or any of its Subsidiaries or afford to any Person or Group (other than Parent, Merger Sub or any of their respective Representatives in their capacity as such) access to the business, properties, assets, books, records or other non-public information, or to any personnel, of the Company or any of its Subsidiaries, in any such case in connection with any Acquisition Proposal or with the intent to induce the makingProposal, submission or announcement of, or to knowingly encourage, facilitate or assist, an Acquisition Proposal or the making of any offer, inquiry, indication of interest or proposal that constitutes or is reasonably expected to lead to an Acquisition Proposal; (iii) participate or engage in any discussions or negotiations with regarding any Person or Group with respect to an Acquisition Proposal or with respect to any inquiries from third Persons relating to any offerProposal, indication of interest or proposal relating to an Acquisition Proposal (other than informing such Persons of the provisions contained in this Section 4.1); (iv) approvewaive, endorse terminate, modify or recommend fail to enforce any offerprovision of any contractual “standstill” or similar obligations of any Person other than OPOF or its affiliates, inquiry, indication of interest or proposal that constitutes, or would reasonably expected to lead to, an Acquisition Proposal; (v) approve or recommend, propose to approve or recommend, or execute or enter into into, any letter of intent, memorandum of understandingagreement in principle, merger agreement, acquisition asset purchase agreement or share exchange agreement, option agreement or other Contract (whether written, oral, binding or non-binding) relating similar agreement related to an any Acquisition Proposal or Acquisition Transaction; or (vi) authorize or commit propose to do any of the foregoing. Notwithstanding anything , or (vi) make or authorize any statement, recommendation or solicitation in support of any Acquisition Proposal; provided, however, that prior to the contrary date of the CNB Meeting, if the CNB Board determines in good faith, after consulting with its outside legal and financial advisors, that the failure to do so would breach, or would reasonably be expected to result in a breach of, the CNB Board’s fiduciary duties under applicable law, CNB may, in response to a bona fide, written Acquisition Proposal not solicited in violation of this Section 4.16.07(a) that the CNB Board determines in good faith is likely to constitute a Superior Proposal, subject to providing prior written notice of its decision to take such action to OPOF at least one (1) Business Day prior to such decision and identifying the Stockholder mayPerson making the proposal and all the material terms and conditions of such proposal and compliance with Section 6.07(b), (A) furnish information with respect to itself to any Person making such a Superior Proposal pursuant to a customary confidentiality agreement (as determined by CNB after consultation with its outside counsel) on terms no more favorable to such Person than the terms contained in the confidentiality agreement dated June 6, 2017 executed and delivered by OPOF are to OPOF (the “Confidentiality Agreement”), and (B) participate or engage in discussions or negotiations with, and furnish information and data to, any Person or Group or their respective Representatives that have delivered to the Company regarding such a bona fide written Acquisition Superior Proposal, if and only if, the Company Board (acting upon the recommendation of the Company Special Committee) or the Company Special Committee has made a Qualified Acquisition Proposal Determination with respect to such Acquisition Proposal in accordance with Section 5.4(b) of the Merger Agreement.

Acquisition Proposals. (a) SDTB agrees that it shall, and shall direct and use its reasonable best efforts to cause its affiliates, directors, officers, employees, agents and representatives (including, without limitation, any investment banker, financial advisor, attorney, accountant or other representative retained by it) (all of the foregoing, collectively, "Representatives") to, immediately cease any discussions or negotiations with any other parties that may be ongoing with respect to the possibility or consideration of any Acquisition Proposal (as defined below), and will use its reasonable best efforts to enforce any confidentiality or similar agreement relating to any Acquisition Proposal, including by requesting the other party to promptly return or destroy any confidential information previously furnished by or on behalf of SDTB thereunder and by specifically enforcing the terms thereof in a court of competent jurisdiction. From and after the date hereof until of this Agreement through the Termination DateEffective Time, the Stockholder hereby covenants and agrees that, except as expressly contemplated pursuant to this Agreement, the Stockholder SDTB shall not, and shall cause its managers, directors, officers, employees, consultants, agents, attorneys, representatives and advisors (collectively, “Representatives”) officers or employees or any Representative retained by it not to, directly or indirectly through another Person, (i) solicit, initiate, propose initiate or induce the making, submission encourage (including by way of furnishing information or announcement ofassistance), or knowingly encourage, take any other action designed to facilitate or assistthat is likely to result in, any offer, inquiry, indication inquiries or the making of interest any proposal or proposal offer that constitutes, or is reasonably expected likely to lead to, an any Acquisition Proposal; , (ii) furnish provide any confidential information or data to any Person or Group (other than Parent, Merger Sub or any of their respective Representatives in their capacity as such) any non-public information relating to the Company or any of its Subsidiaries or afford to any Person or Group (other than Parent, Merger Sub or any of their respective Representatives in their capacity as such) access to the business, properties, assets, books, records or other non-public information, or to any personnel, of the Company or any of its Subsidiaries, in any such case in connection with any Acquisition Proposal or with the intent to induce the makingProposal, submission or announcement of, or to knowingly encourage, facilitate or assist, an Acquisition Proposal or the making of any offer, inquiry, indication of interest or proposal that constitutes or is reasonably expected to lead to an Acquisition Proposal; (iii) participate or engage in any discussions or negotiations with regarding any Person or Group with respect to an Acquisition Proposal or with respect to any inquiries from third Persons relating to any offerProposal, indication of interest or proposal relating to an Acquisition Proposal (other than informing such Persons of the provisions contained in this Section 4.1); (iv) approvewaive, endorse terminate, modify or recommend fail to enforce any offerprovision of any contractual "standstill" or similar obligations of any Person other than PPBI or its Affiliates, inquiry, indication of interest or proposal that constitutes, or would reasonably expected to lead to, an Acquisition Proposal; (v) approve or recommend, propose to approve or recommend, or execute or enter into into, any letter of intent, memorandum of understandingagreement in principle, merger agreement, acquisition asset purchase agreement or share exchange agreement, option agreement or other Contract (whether written, oral, binding or non-binding) relating similar agreement related to an any Acquisition Proposal or Acquisition Transaction; propose to do any of 44 the foregoing, or (vi) make or authorize any statement, recommendation or commit solicitation in support of any Acquisition Proposal; provided, however, that prior to the date of the SDTB Meeting, if the SDTB Board determines in good faith, after consulting with its outside legal and financial advisors, that the failure to do so would breach, or would reasonably be expected to result in a breach of, the SDTB Board's fiduciary duties under applicable law, SDTB may, in response to a bona fide, written Acquisition Proposal not solicited in violation of this Section 6.07(a) that the SDTB Board determines in good faith constitutes a Superior Proposal (as defined below), subject to providing 48 hour prior written notice of its decision to take such action to PPBI and identifying the Person making the proposal and all the material terms and conditions of such proposal and compliance with Section 6.07(b), (1) furnish information with respect to itself to any Person making such a Superior Proposal pursuant to a customary confidentiality agreement (as determined by SDTB after consultation with its outside counsel) on terms no more favorable to such Person than the terms contained in the Confidentiality Agreement are to PPBI, and (2) participate in discussions or negotiations regarding such a Superior Proposal. For purposes of this Agreement, the term "Acquisition Proposal" means any inquiry, proposal or offer, filing of any regulatory application or notice (whether in draft or final form) or disclosure of an intention to do any of the foregoingforegoing from any Person relating to any (w) direct or indirect acquisition or purchase of a business that constitutes 10% or more of the total revenues, net income, assets or deposits of SDTB, (x) direct or indirect acquisition or purchase of any class of Equity Securities representing 10% or more of the voting power of SDTB, (y) tender offer or exchange offer that if consummated would result in any person beneficially owning 10% or more of any class of Equity Securities of SDTB or (z) merger, consolidation, business combination, recapitalization, liquidation, dissolution or similar transaction involving SDTB, other than the Transaction contemplated by this Agreement. Notwithstanding anything to the contrary in For purposes of this Section 4.1Agreement, the Stockholder may, participate or engage in discussions or negotiations with, and furnish information and data to, term "Superior Proposal" means any Person or Group or their respective Representatives that have delivered to the Company a bona fide written Acquisition Proposalproposal made by a third party to acquire, if and only ifdirectly or indirectly, the Company Board (acting upon the recommendation including pursuant to a tender offer, exchange offer, merger, consolidation, business combination, recapitalization, liquidation, dissolution or similar transaction, for consideration consisting of cash and/or securities, more than 50% of the Company Special Committee) or the Company Special Committee has made a Qualified Acquisition Proposal Determination with respect to such Acquisition Proposal in accordance with Section 5.4(b) combined voting power of the Merger Agreementshares of SDTB Common Stock then outstanding or all or substantially all of SDTB's consolidated assets, which the SDTB Board determines in good faith, after taking into account all legal, financial, regulatory and other aspects of the proposal and the person making the proposal (including any break-up fees, expense reimbursement provisions and conditions to consummation), and after taking into account the advice of SDTB's financial advisor (which shall be a nationally recognized investment banking firm) and outside counsel, (i) is more favorable from a financial point of view to its shareholders than the Merger, (ii) is reasonably likely to be consummated on the terms set forth, and (iii) for which financing, to the extent required, is then committed or which, in the good faith judgment of the SDTB Board, is reasonably likely to be obtained by such third party.

Acquisition Proposals. (a) From and after the date hereof until of this Agreement and prior to the Termination Date, the Stockholder hereby covenants and agrees thatEffective Time, except as expressly contemplated pursuant to this Agreementprovided below, the Stockholder shall notCompany agrees (a) that neither the Company nor its Subsidiaries shall, and the Company shall direct and use its reasonable best efforts to cause its managersofficers, directors, officersemployees and authorized agents and representatives (including, employeeswithout limitation, consultantsany investment banker, agents, attorneys, representatives and advisors (collectively, “Representatives”attorney or accountant retained by it or any of its Subsidiaries) not to, initiate, solicit or encourage, directly or indirectly indirectly, any inquiries or the making or implementation of any proposal or offer (iincluding, without limitation, any proposal or offer to its stockholders) solicitwith respect to a merger, initiateacquisition, propose consolidation or induce the makingsimilar transaction involving, submission or announcement any purchase of, any equity securities or knowingly encourageall or any significant portion of the assets of, facilitate the Company or assistits Subsidiaries (any such proposal or offer being hereinafter referred to as an "Acquisition Proposal") or engage in any negotiations concerning, or provide any confidential information or data to, or have any discussions with, any offer, inquiry, indication of interest person or proposal that constitutesentity relating to an Acquisition Proposal, or is reasonably expected otherwise facilitate any effort or attempt to lead to, make or implement an Acquisition Proposal; (iib) furnish that it will immediately cease and cause to be terminated any Person or Group (other than Parentexisting activities, Merger Sub or any of their respective Representatives in their capacity as such) any non-public information relating to the Company or any of its Subsidiaries or afford to any Person or Group (other than Parent, Merger Sub or any of their respective Representatives in their capacity as such) access to the business, properties, assets, books, records or other non-public information, or to any personnel, of the Company or any of its Subsidiaries, in any such case in connection with any Acquisition Proposal or with the intent to induce the making, submission or announcement of, or to knowingly encourage, facilitate or assist, an Acquisition Proposal or the making of any offer, inquiry, indication of interest or proposal that constitutes or is reasonably expected to lead to an Acquisition Proposal; (iii) participate or engage in discussions or negotiations with any Person person or Group entity conducted heretofore with respect to any of the foregoing and will take the necessary steps to inform the person or entity referred to above of the obligations undertaken in this Section 6.2; and (c) that it will notify Parent immediately if any such inquiries or proposals are received by, any such information is requested from, or any such negotiations or discussions are sought to be initiated or continued with, it, but need not disclose the identity of the other party or the terms of its proposals; PROVIDED, HOWEVER, that nothing contained in this Section 6.2 shall prohibit the Board of Directors of the Company from (i) furnishing information to, or entering into discussions or negotiations with, any person or entity that makes an unsolicited bona fide proposal in writing to engage in an Acquisition Proposal transaction which the Board of Directors of the Company in good faith determines represents a financially superior transaction for the stockholders of the Company as compared to the Offer and the Merger if, and only to the extent that, (A) the Board of Directors determines, after consultation with Skadden, Arps, Slate, Xxxxxxx & Xxxx, that failure to take such action would be inconsistent with the compliance by the Board of Directors with its fiduciary duties to stockholders imposed by law, (B) prior to or concurrently with furnishing such information to, or entering into discussions or negotiations with, such a person or entity, the Company provides written notice to Parent to the effect that it is furnishing information to, or entering into discussions or negotiations with, such a person or entity, and (C) the Company keeps Parent informed of the status (including the identity of such person or entity and terms of any proposal) of any such discussions or negotiations; and (ii) to the extent applicable, complying with Rule 14e-2 promulgated under the Exchange Act with regard to an Acquisition Proposal. Nothing in this Section 6.02 shall (x) permit the Company to terminate this Agreement, (y) permit the Company to enter into any agreement with respect to an Acquisition Proposal or with respect to any inquiries from third Persons relating to any offer, indication during the term of interest or proposal relating to an Acquisition Proposal (other than informing such Persons of the provisions contained in this Section 4.1); (iv) approve, endorse or recommend any offer, inquiry, indication of interest or proposal that constitutesAgreement, or would reasonably expected to lead to, an Acquisition Proposal; (vz) enter into affect any letter other obligation of intent, memorandum of understanding, merger agreement, acquisition agreement or other Contract (whether written, oral, binding or non-binding) relating to an Acquisition Proposal or Acquisition Transaction; or (vi) authorize or commit to do any of the foregoing. Notwithstanding anything to the contrary in party under this Section 4.1, the Stockholder may, participate or engage in discussions or negotiations with, and furnish information and data to, any Person or Group or their respective Representatives that have delivered to the Company a bona fide written Acquisition Proposal, if and only if, the Company Board (acting upon the recommendation of the Company Special Committee) or the Company Special Committee has made a Qualified Acquisition Proposal Determination with respect to such Acquisition Proposal in accordance with Section 5.4(b) of the Merger Agreement.

Acquisition Proposals. (a) From and after the date hereof until the Termination Date, the Stockholder hereby covenants and Coast agrees that, except as expressly contemplated pursuant to this Agreement, the Stockholder that it shall not, and shall cause its managersSubsidiaries and its and its Subsidiaries' officers, directors, officers, employees, consultants, agents, attorneys, representatives advisors and advisors (collectively, “Representatives”) affiliates not to, directly solicit or indirectly (i) solicit, initiate, propose encourage inquiries or induce the making, submission or announcement ofproposals with respect to, or knowingly encourageengage in any negotiations concerning, facilitate or assistprovide any confidential information to, or have any discussions with, any offer, inquiry, indication of interest or proposal that constitutes, or is reasonably expected to lead person relating to, any Acquisition Proposal or waive any provision of or amend the terms of the Coast Rights Agreement in respect of an Acquisition Proposal; provided, however, that nothing in this Agreement shall (iix) furnish require the Coast Board to any Person or Group (other than Parent, Merger Sub or any of their respective Representatives in their capacity as such) any non-public information relating to the Company or any of its Subsidiaries or afford to any Person or Group (other than Parent, Merger Sub or any of their respective Representatives in their capacity as such) access to the business, properties, assets, books, records or other non-public information, or to any personnel, recommend stockholder approval of the Company or any of its Subsidiaries, in any such case in connection with any Acquisition Proposal or with the intent to induce the making, submission or announcement of, or to knowingly encourage, facilitate or assist, an Acquisition Proposal or the making of any offer, inquiry, indication of interest or proposal that constitutes or is reasonably expected to lead to Merger following an Acquisition Proposal; , (iiiy) participate prevent Coast or engage the Coast Board from (i) engaging in discussions or negotiations with any Person or Group with respect to an Acquisition Proposal or with respect to any inquiries from third Persons relating to any offer, indication of interest or proposal relating to an Acquisition Proposal (other than informing such Persons of the provisions contained in this Section 4.1); (iv) approve, endorse or recommend any offer, inquiry, indication of interest or proposal that constitutes, or would reasonably expected to lead to, an Acquisition Proposal; (v) enter into any letter of intent, memorandum of understanding, merger agreement, acquisition agreement or other Contract (whether written, oral, binding or non-binding) relating to an Acquisition Proposal or Acquisition Transaction; or (vi) authorize or commit to do any of the foregoing. Notwithstanding anything to the contrary in this Section 4.1, the Stockholder may, participate or engage in discussions or negotiations with, and furnish or providing any information and data to, any Person or Group or their respective Representatives that have delivered in response to the Company a an unsolicited bona fide written Acquisition Proposal by any such Person or (ii) recommending such an unsolicited bona fide written Acquisition Proposal to the holders of Coast Common Stock or (z) prevent Coast from waiving any provision of or amending the terms of the Coast Rights Agreement in respect of an Acquisition Proposal, if and only if, with respect to the Company actions described in clause (x), (y) or (z), as applicable, (A) the Coast Board concludes in good faith that the Acquisition Proposal, if consummated, would result in a transaction more favorable to holders of Coast Common Stock than the transaction contemplated by this Agreement; (acting B) the Coast Board determines in good faith based upon the recommendation 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 (C) prior to providing any information or data to any person or entering into discussions or negotiations with any Person, the Coast Board notifies Ahmanson immediately of such inquiries, proposals or offers received by, any such information requested from, or any such discussions or negotiations sought to be initiated or continued with Coast or any Subsidiary thereof. Coast 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 Ahmanson with respect to any of the Company Special Committeeforegoing and shall use its reasonable best efforts to enforce any confidentiality or similar agreement relating to an Acquisition Proposal. Coast shall promptly (within 24 hours) or advise Ahmanson following the Company Special Committee has made a Qualified receipt by Coast of any Acquisition Proposal Determination and the substance thereof (including the identity of the person making such Acquisition Proposal), and advise Ahmanson of any developments with respect to such Acquisition Proposal in accordance with Section 5.4(b) of immediately upon the Merger Agreementoccurrence thereof.

Acquisition Proposals. (a) From Except as expressly permitted by this Section 8.16, Seller shall, and after shall cause each of its Representatives to, immediately cease and cause to be terminated any discussions or negotiations with any third parties that may be ongoing as of the date hereof of this Agreement with respect to an Acquisition Proposal and shall request that such third parties promptly return or destroy all non-public information concerning Seller or the Company. Except as expressly permitted by this Section 8.16, from the date of this Agreement until the Termination DateClosing Date or, if earlier, the Stockholder hereby covenants and agrees thattermination of this Agreement in accordance with Article 10, except as expressly contemplated pursuant to this Agreement, the Stockholder Seller shall not, and shall cause each of its managers, directors, officers, employees, consultants, agents, attorneys, representatives and advisors (collectively, “Representatives”) Representatives not to, directly or indirectly indirectly, (i) solicit, initiate, propose or induce the making, submission encourage (including by way of providing information) or announcement offacilitate any inquiry with respect to, or knowingly encourage, facilitate the making of any proposal or assist, any offer, inquiry, indication of interest or proposal offer that constitutes, or is would reasonably be expected to lead to, an Acquisition Proposal; , (ii) furnish to enter into any Person letter of intent, agreement or Group (other than Parent, Merger Sub or any of their respective Representatives agreement in their capacity as such) any non-public information relating to the Company or any of its Subsidiaries or afford to any Person or Group (other than Parent, Merger Sub or any of their respective Representatives in their capacity as such) access to the business, properties, assets, books, records or other non-public information, or to any personnel, of the Company or any of its Subsidiaries, in any such case in connection with any Acquisition Proposal or with the intent to induce the making, submission or announcement of, or to knowingly encourage, facilitate or assist, an Acquisition Proposal or the making of any offer, inquiry, indication of interest or proposal that constitutes or is reasonably expected to lead to an Acquisition Proposal; (iii) participate or engage in discussions or negotiations with any Person or Group principle with respect to an Acquisition Proposal or with respect to any inquiries from third Persons relating to any offer, indication of interest an offer or proposal relating that would reasonably be expected to lead to an Acquisition Proposal (other than informing any such Persons agreement, an “Alternative Acquisition Agreement”), (iii) engage or participate in any negotiations or discussions regarding any Acquisition Proposal, or furnish or disclose to any third party any non-public information or provide access to the properties, personnel, books and records of Seller or the provisions contained in this Section 4.1); Company to any Person that has made or would reasonably be expected to make an Acquisition Proposal, (iv) approve, endorse or recommend any offer, inquiry, indication of interest or proposal that constitutes, or would reasonably expected to lead to, an Acquisition Proposal; , (v) enter into exempt any letter of intentperson from any restrictions contained in any state takeover or similar Laws, memorandum of understanding, merger agreement, acquisition agreement or other Contract (whether written, oral, binding or non-binding) relating to an Acquisition Proposal or Acquisition Transaction; or (vi) authorize resolve, propose or commit agree to do any of the foregoing. Notwithstanding anything to From the contrary in date of this Section 4.1Agreement until the Closing Date or, if earlier, the Stockholder may, participate or engage in discussions or negotiations with, and furnish information and data to, any Person or Group or their respective Representatives that have delivered to the Company a bona fide written Acquisition Proposal, if and only if, the Company Board (acting upon the recommendation termination of the Company Special Committee) or the Company Special Committee has made a Qualified Acquisition Proposal Determination with respect to such Acquisition Proposal this Agreement in accordance with Section 5.4(bArticle 10, Seller (A) shall not waive, amend or modify any term of any confidentiality agreement entered into with potential purchasers of Seller or the Merger Company, (B) shall provide Purchaser with a copy of each Acceptable Confidentiality Agreement entered into after the date hereof, and (C) shall not waive, amend or modify, and use its reasonable best efforts to enforce all provisions of, any standstill or confidentiality agreement entered into with any person whether prior to, on or after the date of this Agreement.

Acquisition Proposals. (a) From 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 28th day after the date hereof until of this Agreement (the Termination “No-Shop Period Start Date”), the Stockholder hereby covenants Company and agrees that, except as expressly contemplated pursuant to this Agreement, the Stockholder shall not, its Subsidiaries and shall cause its managers, their respective directors, officers, employees, consultantscontrolled Affiliates, agentsinvestment bankers, attorneys, accountants and other advisors or representatives and advisors (collectively, “Representatives”) not ), shall have the right to, directly or indirectly : (i) solicit, initiate, propose or induce the making, submission or announcement of, or knowingly encourage, facilitate or assist, solicit and encourage any offer, inquiry, indication of interest or proposal that constitutes, or is reasonably expected to lead to, an Acquisition Proposal; (ii) furnish to any Person or Group (other than Parent, Merger Sub or any of their respective Representatives in their capacity as such) any non-public information relating to the Company or any of its Subsidiaries or afford to any Person or Group (other than Parent, Merger Sub or any of their respective Representatives in their capacity as such) access to the business, properties, assets, books, records or other non-public information, or to any personnel, of the Company or any of its Subsidiaries, in any such case in connection with any Acquisition Proposal or with the intent to induce the making, submission or announcement of, or to knowingly encourage, facilitate or assist, an Acquisition Proposal inquiry or the making of any offerproposals or offers that constitute Acquisition Proposals, inquiryincluding by way of providing access to non-public information to any Persons pursuant to confidentiality agreements entered into after the date hereof on terms that are no less favorable in the aggregate to the Company than those contained in the Confidentiality Agreement (it being understood that, indication notwithstanding the terms of interest the Confidentiality Agreement, such confidentiality agreements need not prohibit the submission of Acquisition Proposals or proposal amendments thereto to the Company Board in confidence) or, to the extent applicable, pursuant to confidentiality agreements entered into before the date of this Agreement (it being understood that constitutes the Company Board shall have the right to waive any prohibition with respect to submission of Acquisition Proposals or amendments thereto in effect prior to the date hereof); 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 reasonably expected provided to lead any Person given such access which was not previously made available to an Acquisition ProposalParent or Merger Sub; and (iiiii) engage or enter into, continue or otherwise participate or engage in any discussions or negotiations with any Person Persons or Group with respect to an Acquisition Proposal or groups of Persons with respect to any inquiries from third Persons relating to Acquisition Proposals or otherwise cooperate with or assist or participate in or facilitate any offersuch inquiries, indication of interest or proposal relating to an Acquisition Proposal (other than informing such Persons of the provisions contained in this Section 4.1); (iv) approveproposals, endorse or recommend any offer, inquiry, indication of interest or proposal that constitutes, or would reasonably expected to lead to, an Acquisition Proposal; (v) enter into any letter of intent, memorandum of understanding, merger agreement, acquisition agreement or other Contract (whether written, oral, binding or non-binding) relating to an Acquisition Proposal or Acquisition Transaction; or (vi) authorize or commit to do any of the foregoing. Notwithstanding anything to the contrary in this Section 4.1, the Stockholder may, participate or engage in discussions or negotiations with, and furnish information and data to, or any Person effort or Group or their respective Representatives that have delivered attempt to the Company a bona fide written make any Acquisition Proposal, if and only if, the Company Board (acting upon the recommendation of the Company Special Committee) or the Company Special Committee has made a Qualified Acquisition Proposal Determination with respect to such Acquisition Proposal in accordance with Section 5.4(b) of the Merger AgreementProposals.

Acquisition Proposals. (a) From and after the date hereof until the Termination Datetermination of this Agreement in accordance with Section 5.1 hereof, the each Stockholder hereby covenants and agrees that, except as expressly contemplated pursuant to this Agreement, the Stockholder shall not, and shall cause its managers, directors, officers, employees, consultants, agents, attorneys, representatives and advisors (collectively, “Representatives”) not to, directly or indirectly (i) solicitshall terminate all soliciting activities, initiatediscussions, propose negotiations, agreements or induce arrangements by or on behalf of such Stockholder with any Person (other than the makingCompany, submission Parent, Merger Sub or announcement oftheir respective Representatives) regarding any proposal, expression of interest, request for information, or knowingly encourage, facilitate or assist, any offer, inquiry, indication of interest or proposal other communication that constitutes, or is would reasonably be expected to lead to, an Acquisition Proposal; , (ii) shall not, and shall cause its Representatives not to, directly or indirectly, (A) conduct or engage in, enter into, continue or otherwise participate in any discussions or negotiations with, or furnish to any information or data to, any Person that is seeking to make, has made or, to the knowledge of such Stockholder, is considering making an Acquisition Proposal or Group otherwise take such actions in connection with or for the purpose of encouraging or facilitating an Acquisition Proposal, (other than ParentB) solicit, Merger Sub initiate, knowingly facilitate or any knowingly encourage (including by way of their respective Representatives in their capacity as such) any furnishing non-public information relating to the Company or any of its Subsidiaries or afford responding to any Person or Group (other than Parent, Merger Sub or communication) any of their respective Representatives in their capacity as such) access to the business, properties, assets, books, records or other non-public informationinquiries regarding, or to any personnel, of the Company or any of its Subsidiaries, in any such case in connection with any Acquisition Proposal or with the intent to induce the making, announcement or submission or announcement of, or to knowingly encourage, facilitate or assist, an Acquisition Proposal or the making of any offer, inquiry, indication of interest proposal or proposal that constitutes or is reasonably expected to lead to an Acquisition Proposal; (iii) participate or engage in discussions or negotiations with any Person or Group with respect to an Acquisition Proposal or with respect to any inquiries from third Persons relating to any offer, indication of interest or proposal relating to an Acquisition Proposal (other than informing such Persons of the provisions contained in this Section 4.1); (iv) approve, endorse or recommend any offer, inquiry, indication of interest or proposal offer that constitutes, or would reasonably be expected to lead to, an Acquisition Proposal; , (vC) enter into any letter of intent, memorandum of understanding, merger agreement, acquisition agreement or other Contract (whether writtenbinding, oral, binding or non-binding, conditional or otherwise) relating with respect to an Acquisition Proposal, or approve, endorse or recommend any Acquisition Proposal or (D) knowingly cooperate with, assist, or participate in any effort by, any Person (or any Representative of a Person) that has made, is seeking to make, has informed the Company or such Stockholder of any intention to make, or has publicly announced an intention to make, any proposal that constitutes, or would reasonably be expected to lead to, any Acquisition Transaction; Proposal, (iii) shall immediately notify Parent or (vi) authorize its Representatives in writing of such Stockholder's receipt of any Acquisition Proposal or commit to do any of the foregoing. Notwithstanding anything to the contrary in this Section 4.1, the Stockholder may, participate or engage in request for discussions or negotiations with, and furnish information and data to, with respect to any Person or Group or their respective Representatives that have delivered to the Company a bona fide written Acquisition Proposal, if and only ifprovide Parent with copies of all documents and other written communications received by such Stockholder setting forth the terms and conditions of such Acquisition Proposal, the Company Board and (acting upon the recommendation iv) shall keep Parent informed on a reasonably prompt and current basis (in any event within twenty-four (24) hours) of the Company Special Committee) or the Company Special Committee has made a Qualified Acquisition Proposal Determination with respect to status of any such Acquisition Proposal received by such Stockholder (including the content and status of all material discussions and communications in accordance with Section 5.4(b) of respect thereof and any change or proposed change to the Merger Agreement.terms thereof). 4

Acquisition Proposals. (a) From Each of the Company and after the date hereof until the Termination Date, the Stockholder hereby covenants and Parent agrees that, except as expressly contemplated pursuant to by this Agreement, the Stockholder shall it and each of its Subsidiaries will not, and it shall direct and use its commercially reasonable best efforts to cause its managersand its Subsidiaries' officers, directors, officers, employees, consultants, agentsinvestment bankers, attorneys, accountants, financial advisors, agents or other representatives and advisors (collectively, “Representatives”with respect to each of the Company and Parent, such Person's "REPRESENTATIVES") not to, directly or indirectly indirectly, initiate, solicit, knowingly encourage or otherwise knowingly facilitate any inquiries or the making of any proposal or offer with respect to a merger, reorganization, share exchange, consolidation, scheme of arrangement or similar transaction involving the Company or Parent, or any purchase (pursuant to a new issuance, tender offer, takeover bid or otherwise) of, or offer to purchase, 20% or more of the voting securities of the Company or Parent, as the case may be, or any business that constitutes 20% or more of such Person's consolidated net revenues, net income or shareholders' funds (as reflected on the Company 2000 Financial Statements or Parent 2000 Financial Statements, as applicable) (any such proposal or offer being hereinafter referred to as an "ACQUISITION PROPOSAL"). Each of the Company and Parent further agrees that neither it nor any of its Subsidiaries shall, and that it shall direct and use its commercially reasonable best efforts to cause its and its Subsidiaries Representatives not to, directly or indirectly, have any discussions with or provide any confidential information or data to any Person relating to an Acquisition Proposal with respect to it, engage in any negotiations concerning an Acquisition Proposal with respect to it, otherwise knowingly facilitate any effort or attempt to make or implement an Acquisition Proposal with respect to it, or enter into any agreement with respect to any Acquisition Proposal with respect to it; provided, however, that nothing contained in this Agreement shall prevent either the Company or Parent or its respective board of directors from (i) solicitmaking any disclosure to its shareholders if, initiatein the good faith judgment of its board of directors, propose failure so to disclose would be inconsistent with its obligations under applicable Law, the listing rules of the NYSE, the UKLA or induce the makingCity Code on Takeovers and Mergers (the "CITY CODE"); provided, submission or announcement ofhowever, or knowingly encourage, facilitate or assist, that it shall use commercially reasonable best efforts to notify the other party of such obligation and the substance of the planned disclosure as promptly as practicable (and in any offer, inquiry, indication of interest or proposal that constitutes, or is reasonably expected event prior to lead to, an Acquisition Proposalmaking any such disclosure); (ii) furnish prior to the Company Shareholder Meeting or the Parent Shareholder Meeting, respectively, discussing or negotiating with or furnishing information to any Person who has made a bona fide unsolicited written Acquisition Proposal which did not, directly or Group (other than Parentindirectly, Merger Sub result from or any of their respective Representatives in their capacity as such) any non-public information relating to follow a breach by the Company or any Parent, respectively, of this Section 6.3(a); provided, that, unless and solely to the extent otherwise expressly required by the U.K. Panel on Takeovers and Mergers pursuant to the City Code (after Parent shall have used its Subsidiaries commercially reasonable best efforts to defeat or afford narrow such requirement) in the case of Parent, no information shall be furnished to any Person unless such Person shall have entered into a confidentiality agreement with the Company or Group (other than Parent, Merger Sub as the case may be, containing terms and conditions of substantially the same effect as those of the Confidentiality Agreement; or any (iii) recommending (but only at a time that is after the fifth Business Day following the other party's receipt of their respective Representatives in their capacity as suchwritten notice advising such other party that such board of directors is prepared to recommend a Superior Proposal) access such an Acquisition Proposal to its shareholders, if and only to the businessextent that, propertiesin the case of actions referred to in clause (ii) or clause (iii), assetssuch Acquisition Proposal is or, booksin the case of clause (ii) would reasonably be expected to result in, records or other non-public information, or to any personnel, a Superior Proposal and the board of directors of the Company or Parent, as applicable, determines in good faith, after consultation with outside legal counsel, that failure to do so (and, in the case of clause (ii), failure to continue to do so) would be inconsistent with their fiduciary duties under applicable Law. For purposes of this Agreement, a "SUPERIOR PROPOSAL" means in respect of the Company or Parent, as applicable, any Acquisition Proposal by a third party (x) that would, if consummated, be more favorable than the Merger to its shareholders, in the good faith judgment of such party's board of directors, after consultation with its financial advisors, and (y) which the board of directors of such Party determines in its good faith judgment to constitute a transaction that is reasonably capable of being consummated on the terms set forth, taking into account all legal, financial, regulatory and other aspects of such proposal. Each of the Company or Parent agrees that it will immediately cease and cause to be terminated any existing activities, discussions or negotiations by it or its Representatives with any Person other than Parent or the Company, respectively, conducted heretofore with respect to any Acquisition Proposal. Each of the Company and Parent also agrees that it will (q) if it has not already done so, promptly request each Person, if any, that has heretofore executed a confidentiality agreement within the 12 months prior to the date hereof in connection with its consideration of any potential Acquisition Proposal to return or destroy all confidential information heretofore furnished to such Person by or on behalf of it or any of its Subsidiaries, in ; (r) promptly notify all Persons with whom it has a continuing standstill or similar agreement pursuant to which any such case in connection with third party is authorized to make any Acquisition Proposal or with that it is withdrawing any such authorization; and (s) take all commercially reasonable actions necessary to enforce the intent to induce the making, submission or announcement of, or to knowingly encourage, facilitate or assist, an Acquisition Proposal or the making provisions of any offersuch continuing confidentiality, inquiry, indication of interest standstill or proposal that constitutes or is reasonably expected to lead to an Acquisition Proposal; (iii) participate or engage in discussions or negotiations with any Person or Group with respect to an Acquisition Proposal or with respect to any inquiries from third Persons relating to any offer, indication of interest or proposal relating to an Acquisition Proposal (other than informing such Persons of the provisions contained in this Section 4.1); (iv) approve, endorse or recommend any offer, inquiry, indication of interest or proposal that constitutes, or would reasonably expected to lead to, an Acquisition Proposal; (v) enter into any letter of intent, memorandum of understanding, merger similar agreement, acquisition agreement or other Contract (whether written, oral, binding or non-binding) relating to an Acquisition Proposal or Acquisition Transaction; or (vi) authorize or commit to do any of the foregoing. Notwithstanding anything to the contrary in this Section 4.1, the Stockholder may, participate or engage in discussions or negotiations with, and furnish information and data to, any Person or Group or their respective Representatives that have delivered to the Company a bona fide written Acquisition Proposal, if and only if, the Company Board (acting upon the recommendation of the Company Special Committee) or the Company Special Committee has made a Qualified Acquisition Proposal Determination with respect to such Acquisition Proposal in accordance with Section 5.4(b) of the Merger Agreement.

Acquisition Proposals. (a) From and after the date hereof until the Termination DateClosing Date or, if earlier, the Stockholder hereby covenants and agrees that, except as expressly contemplated pursuant to termination of this AgreementAgreement in accordance with Article X, the Stockholder Company shall not, and shall cause its managers, directors, officers, employees, consultants, agents, attorneys, Subsidiaries and shall instruct and use its reasonable best efforts to cause its and their representatives and advisors (collectively, “Representatives”) acting on its or their behalf not to, directly or indirectly indirectly, (i) solicit, initiate, propose engage in or induce the making, submission otherwise participate in any discussions or announcement ofnegotiations with any Person with respect to, or knowingly encourage, facilitate or assist, any offer, inquiry, indication of interest or proposal that constitutes, or is reasonably expected to lead to, an Acquisition Proposal; (ii) furnish to any Person or Group (other than Parent, Merger Sub or any of their respective Representatives in their capacity as such) provide any non-public information relating to or data concerning the Company or any of its the Company’s Subsidiaries to any Person relating to, any inquiry, offer or proposal that constitutes or could reasonably be expected to result in or lead to an Acquisition Proposal or afford to any Person or Group (other than Parent, Merger Sub or any of their respective Representatives in their capacity as such) access to the business, properties, assets, books, records assets or other non-public information, or to any personnel, personnel of the Company or any of its Subsidiaries, in any such case the Company’s Subsidiaries in connection with any Acquisition Proposal or with the intent to induce the making, submission or announcement of, or to knowingly encourage, facilitate or assist, an Acquisition Proposal or the making of any offer, inquiry, indication of interest offer or proposal that constitutes or is could reasonably be expected to result in or lead to an Acquisition Proposal; , (ii) enter into any acquisition agreement, merger agreement or similar definitive agreement, or any letter of intent, memorandum of understanding or agreement in principle, or any other agreement relating to an Acquisition Proposal, (iii) participate grant any waiver, amendment or engage release under any confidentiality agreement or the anti-takeover laws of any state, in discussions each case, in connection with an Acquisition Proposal, (iv) approve, endorse or negotiations with recommend, or propose publicly to approve, endorse or recommend, any Person offer or Group with respect proposal that constitutes or could reasonably be expected to result in or lead to an Acquisition Proposal or (v) propose, resolve or agree to do any of the foregoing or otherwise knowingly facilitate any such inquiries, proposals, discussions, or negotiations or any effort or attempt by any Person to make an Acquisition Proposal. From and after the date hereof, the Company shall, and shall instruct its officers and directors to, and the Company shall instruct and use reasonable best efforts to cause its representatives, its Subsidiaries and their respective representatives to, immediately cease and terminate all discussions and negotiations with any Persons that may be ongoing with respect to any inquiries from third Persons relating to any offer, indication of interest or proposal relating to an Acquisition Proposal (other than informing such Persons of the provisions contained in this Section 4.1Acquiror and its representatives); (iv) approve, endorse or recommend any offer, inquiry, indication of interest or proposal that constitutes, or would reasonably expected to lead to, an Acquisition Proposal; (v) enter into any letter of intent, memorandum of understanding, merger agreement, acquisition agreement or other Contract (whether written, oral, binding or non-binding) relating to an Acquisition Proposal or Acquisition Transaction; or (vi) authorize or commit to do any of the foregoing. Notwithstanding anything to the contrary in this Section 4.1, the Stockholder may, participate or engage in discussions or negotiations with, and furnish information and data to, any Person or Group or their respective Representatives that have delivered to the Company a bona fide written Acquisition Proposal, if and only if, the Company Board (acting upon the recommendation of the Company Special Committee) or the Company Special Committee has made a Qualified Acquisition Proposal Determination with respect to such Acquisition Proposal in accordance with Section 5.4(b) of the Merger Agreement.

Acquisition Proposals. (a) VCB agrees that it shall, and shall direct and cause its affiliates, directors, officers, employees, agents and representatives (including, without limitation, any investment banker, financial advisor, attorney, accountant or other representative retained by it) (all of the foregoing, collectively, “Representatives”) to, immediately cease any discussions or negotiations with any other parties that may be ongoing with respect to the possibility or consideration of any Acquisition Proposal (as defined below), and will use its reasonable best efforts to enforce any confidentiality or similar agreement relating to any Acquisition Proposal, including by requesting the other party to promptly return or destroy any confidential information previously furnished by or on behalf of VCB thereunder and by specifically enforcing the terms thereof in a court of competent jurisdiction, if necessary. From and after the date hereof until of this Agreement through the Termination DateEffective Time, the Stockholder hereby covenants and agrees that, except as expressly contemplated pursuant to this Agreement, the Stockholder VCB shall not, and shall cause its managers, directors, officers, employees, consultants, agents, attorneys, representatives and advisors (collectively, “Representatives”) officers or employees or any Representative retained by it not to, directly or indirectly through another Person, (i) solicit, initiate, propose initiate or induce the making, submission encourage (including by way of furnishing information or announcement ofassistance), or knowingly encourage, take any other action designed to facilitate or assistthat is likely to result in, any offer, inquiry, indication inquiries or the making of interest any proposal or proposal offer that constitutes, or is reasonably expected likely to lead to, an any Acquisition Proposal; , (ii) furnish provide any confidential information or data to any Person or Group (other than Parent, Merger Sub or any of their respective Representatives in their capacity as such) any non-public information relating to the Company or any of its Subsidiaries or afford to any Person or Group (other than Parent, Merger Sub or any of their respective Representatives in their capacity as such) access to the business, properties, assets, books, records or other non-public information, or to any personnel, of the Company or any of its Subsidiaries, in any such case in connection with any Acquisition Proposal or with the intent to induce the makingProposal, submission or announcement of, or to knowingly encourage, facilitate or assist, an Acquisition Proposal or the making of any offer, inquiry, indication of interest or proposal that constitutes or is reasonably expected to lead to an Acquisition Proposal; (iii) participate or engage in any discussions or negotiations with regarding any Person or Group with respect to an Acquisition Proposal or with respect to any inquiries from third Persons relating to any offerProposal, indication of interest or proposal relating to an Acquisition Proposal (other than informing such Persons of the provisions contained in this Section 4.1); (iv) approvewaive, endorse terminate, modify or recommend fail to enforce any offerprovision of any contractual “standstill” or similar obligations of any Person other than EVBS or its affiliates, inquiry, indication of interest or proposal that constitutes, or would reasonably expected to lead to, an Acquisition Proposal; (v) approve or recommend, propose to approve or recommend, or execute or enter into into, any letter of intent, memorandum of understandingagreement in principle, merger agreement, acquisition asset purchase agreement or share exchange agreement, option agreement or other Contract (whether written, oral, binding or non-binding) relating similar agreement related to an any Acquisition Proposal or Acquisition Transaction; or (vi) authorize or commit propose to do any of the foregoing. Notwithstanding anything , or (vi) make or authorize any statement, recommendation or solicitation in support of any Acquisition Proposal; provided, however, that prior to the contrary date of the VCB Meeting, if the VCB Board determines in good faith, after consulting with its outside legal and financial advisors, that the failure to do so would breach, or would reasonably be expected to result in a breach of, the VCB Board’s fiduciary duties under applicable law, VCB may, in response to a bona fide, written Acquisition Proposal not solicited in violation of this Section 4.16.07(a)(i) that the VCB Board determines in good faith is likely to constitute a Superior Proposal, subject to providing prior written notice of its decision to take such action to EVBS at least one Business Day prior to such decision and identifying the Stockholder mayPerson making the proposal and all the material terms and conditions of such proposal and compliance with Section 6.07(b), (A) furnish information with respect to itself to any Person making such a Superior Proposal pursuant to a customary confidentiality agreement (as determined by VCB after consultation with its outside counsel) on terms no more favorable to such Person than the terms contained in the Confidentiality Agreement are to EVBS, and (B) participate or engage in discussions or negotiations with, and furnish information and data to, any Person or Group or their respective Representatives that have delivered to the Company regarding such a bona fide written Acquisition Superior Proposal, if and only if, the Company Board (acting upon the recommendation of the Company Special Committee) or the Company Special Committee has made a Qualified Acquisition Proposal Determination with respect to such Acquisition Proposal in accordance with Section 5.4(b) of the Merger Agreement.

Acquisition Proposals. (a) From and after the date hereof until the Termination DateNeither Theta nor Kappa will, the Stockholder hereby covenants and agrees thatnor will such Party permit any of its Subsidiaries to, except as expressly contemplated pursuant to this Agreement, the Stockholder shall not, and shall cause nor will such Party authorize or permit any Representative of such Party or any of its managers, directors, officers, employees, consultants, agents, attorneys, representatives and advisors (collectively, “Representatives”) not Subsidiaries to, directly or indirectly indirectly, (i) solicit, initiate, propose encourage or induce knowingly facilitate any inquiry or the making, submission making of any proposal or announcement ofoffer or any other effort or attempt (including by way of furnishing information) or take any other action designed to facilitate any inquiries or proposals regarding, or knowingly encourage, facilitate or assist, any offer, inquiry, indication of interest or proposal that constitutes, or is which may reasonably be expected to lead to, an any Acquisition Proposal; Proposal (as defined below), (ii) engage in, continue or otherwise participate in any discussions or negotiations regarding, or furnish to any Person or Group (other than Parent, Merger Sub or any of their respective Representatives in their capacity as such) person any non-public information relating with respect to the Company such Party or any of its Subsidiaries or afford to any Person or Group (other than Parent, Merger Sub or any of their respective Representatives in their capacity as such) access to the business, properties, assets, books, records or other non-public informationconnection with, or take any other action to any personnelfacilitate, of the Company or any of its Subsidiaries, in any such case in connection with any Acquisition Proposal or with the intent to induce the makingProposal, submission or announcement of, or to knowingly encourage, facilitate or assist, an Acquisition Proposal or the making of any offer, inquiry, indication of interest or proposal that constitutes or is reasonably expected to lead to an Acquisition Proposal; (iii) participate approve or engage in discussions or negotiations with any Person or Group with respect to an Acquisition Proposal or with respect to any inquiries from third Persons relating to any offer, indication of interest or proposal relating to an Acquisition Proposal (other than informing such Persons of the provisions contained in this Section 4.1); (iv) approve, endorse or recommend any offer, inquiry, indication of interest or proposal that constitutesrecommend, or would reasonably expected propose to lead toapprove or recommend, an Acquisition Proposal; (v) or execute or enter into any letter of intent, memorandum of understanding, agreement or agreement in principle, acquisition agreement, merger agreement, acquisition option agreement, joint venture agreement, partnership agreement or other Contract (whether writtenagreement regarding, oralor that is intended to result in, binding or non-binding) relating would reasonably be expected to an lead to, any Acquisition Proposal or Acquisition Transaction; Proposal, or (viiv) authorize propose or commit agree to do any of the foregoing. Notwithstanding anything to Immediately after the contrary in execution and delivery of this Section 4.1Agreement, the Stockholder mayeach of Theta and Kappa will, participate or engage in and will cause its Subsidiaries and Affiliates and their respective Representatives to, cease and terminate any existing activities, discussions or negotiations with, and furnish information and data to, with any Person or Group or their respective Representatives that have delivered (other than another Party to the Company a bona fide written this Agreement) conducted heretofore with respect to any possible Acquisition Proposal, if and only ifwhere such activities, discussions or negotiations took place within six months prior to the Company Board (acting upon the recommendation date hereof, shall promptly request that all confidential information provided by or on behalf of the Company Special Committee) such Party or the Company Special Committee has made a Qualified any of its Subsidiaries to such Person in connection with such possible Acquisition Proposal Determination with respect to such Acquisition Proposal in accordance with Section 5.4(b) be returned or destroyed. For the purpose of the Merger this Agreement., "

Acquisition Proposals. (a) From and after the date hereof until the Termination Datetermination of this Agreement in accordance with Section 5.1 hereof, the each Stockholder hereby covenants shall cease and agrees thatcause to be terminated any discussions or negotiations with any Person and its Affiliates and Representatives related to any Acquisition Proposal and, except as expressly contemplated pursuant to this Agreementpermitted by Section 3,3(b), the Stockholder shall will not, and will not authorize any of its respective Representatives to, and shall cause its managers, directors, officers, employees, consultants, agents, attorneys, representatives and advisors (collectively, “Representatives”) not publicly announce any intention to, directly or indirectly indirectly, (i) solicit, initiate, propose or induce the making, submission or announcement of, or knowingly encourage, facilitate or assist, any offer, inquiry, indication of interest proposal or proposal offer that constitutes, or is would reasonably be expected to lead to, or that constitutes, an Acquisition Proposal; (ii) engage in, continue or otherwise participate in any discussions concerning, or provide access or otherwise furnish to any Person or Group (other than Parent, Merger Sub or any designees of their respective Representatives in their capacity as such) Parent or Merger Sub), any non-public information relating to the Company or any of its Subsidiaries or any of their respective properties, books, records or personnel or afford to any Person or Group (other than Parent, Merger Sub or any of their respective Representatives in their capacity as such) access to the business, properties, assets, books, records or other non-public information, or to any personnel, of the Company or any of its SubsidiariesSubsidiaries (other than Parent, Merger Sub or any designees of Parent or Merger Sub), in any such case in connection with any Acquisition Proposal or with the intent to induce the making, submission or announcement of, or to knowingly encourage, facilitate or assist, or otherwise relating to or in connection with, an Acquisition Proposal or any inquiries or the making of any offer, inquiry, indication of interest or proposal that constitutes or is would reasonably be expected to lead to an Acquisition Proposal; (iii) participate or engage in discussions or negotiations with any Person or Group with respect to an Acquisition Proposal or with respect any proposal or offer that would reasonably be expected to any inquiries from third Persons relating to any offer, indication of interest or proposal relating lead to an Acquisition Proposal (other than informing such Persons of the provisions contained in this Section 4.1)Proposal; (iv) approve, endorse or recommend any offer, inquiry, indication of interest or proposal that constitutes, or would reasonably expected to lead to, an Acquisition Proposal; or (v) enter into any letter of intent, memorandum of understanding, merger agreement, acquisition agreement or other Contract (whether writtenor agreement in principle, oralunderstanding or arrangement, binding or non-binding) in each case, relating to an Acquisition Proposal Transaction or any Contract requiring the Company to abandon, terminate or fail to consummate the Merger or the other Transactions; (vi) knowingly cooperate with, assist, or participate in any effort by, any Person (or any Representative of a Person) that has made, is seeking to make, has informed the Company or such Stockholder of any intention to make, or has publicly announced an intention to make, any proposal that constitutes, or would reasonably be expected to lead to, any Acquisition TransactionProposal; or (vivii) authorize resolve or commit agree to do take any of the foregoing. Notwithstanding anything to the contrary in this Section 4.1, the Stockholder may, participate or engage in discussions or negotiations with, and furnish information and data to, any Person or Group or their respective Representatives that have delivered to the Company a bona fide written Acquisition Proposal, if and only if, the Company Board (acting upon the recommendation of the Company Special Committee) or the Company Special Committee has made a Qualified Acquisition Proposal Determination with respect to such Acquisition Proposal in accordance with Section 5.4(b) of the Merger Agreementforegoing actions.

Acquisition Proposals. (a) From The Company agrees that neither it nor any of its Subsidiaries nor any of its or its Subsidiaries' officers and after the date hereof until the Termination Date, the Stockholder hereby covenants and agrees that, except as expressly contemplated pursuant to this Agreement, the Stockholder shall notdirectors shall, and that it shall cause its managers, directors, officers, and its Subsidiaries' employees, consultantsagents and other representatives (including any investment banker, agents, attorneys, representatives and advisors (collectively, “Representatives”attorney or accountant retained by it or any of its Subsidiaries) not to, directly or indirectly (i) solicitindirectly, initiate, propose solicit, encourage or induce otherwise facilitate any inquiries or the makingmaking of any proposal or offer with respect to a merger, submission tender offer, reorganization, share exchange, consolidation or announcement similar transaction involving, or any purchase of all or substantially all of the assets or any equity securities of, it or knowingly encourageany of its Subsidiaries (any such proposal or offer being hereinafter referred to as an "Acquisition Proposal"). The Company further agrees that neither it nor any of its Subsidiaries nor any of its or its Subsidiaries' officers and directors shall, facilitate and that it shall cause its and its Subsidiaries' employees, agents and representatives not to, directly or assistindirectly, engage in any negotiations concerning, or provide any confidential information or data to, or have any discussions with, any offer, inquiry, indication of interest or proposal that constitutesPerson relating to an Acquisition Proposal, or is reasonably expected otherwise facilitate any effort or attempt to lead to, make or implement an Acquisition Proposal; (ii) furnish to any Person or Group (other than Parentprovided, Merger Sub or any of their respective Representatives however, that nothing contained in their capacity as such) any non-public information relating to this Agreement shall prevent either the Company or any of its Subsidiaries representatives or afford to any Person or Group (other than Parent, Merger Sub or any the Board of their respective Representatives in their capacity as such) access to the business, properties, assets, books, records or other non-public information, or to any personnel, Directors of the Company or any of its Subsidiaries, in any such case in connection from (A) complying with any Acquisition Proposal or Rule 14e-2 promulgated under the Exchange Act with the intent regard to induce the making, submission or announcement of, or to knowingly encourage, facilitate or assist, an Acquisition Proposal or otherwise complying with the making of Exchange Act; (B) providing information in response to a request therefor by a Person who has made an unsolicited Acquisition Proposal; (C) engaging in any offer, inquiry, indication of interest negotiations or proposal that constitutes discussions with any Person who has made an unsolicited Acquisition Proposal or is reasonably expected otherwise facilitating any effort or attempt to lead to implement an Acquisition Proposal; or (iiiD) participate recommending such an Acquisition Proposal to the stockholders of the Company, if, and only to the extent that, in each such case referred to in clause (B), (C) or engage (D) above, the Board of Directors of the Company determines either (x) upon advice of outside legal counsel that the failure to take such action would constitute a breach of the directors' fiduciary duties under applicable law or (y) that such Acquisition Proposal contains terms such that if an agreement relating to such Acquisition Proposal were entered into it would be, in the aggregate, more favorable to the Company, taking into account, at the sole discretion of the Board of Directors of the Company, any of the matters described in Section 4.5 of the articles of incorporation of the Company, than the transactions contemplated by this Agreement (any such more favorable Acquisition Proposal being referred to as a "Superior Proposal"). The Company agrees that it will immediately cease and cause to be terminated any existing discussions or negotiations with any Person or Group with respect to an Acquisition Proposal or parties conducted heretofore with respect to any inquiries from third Persons relating Acquisition Proposal; it being understood that any Acquisition Proposal made prior to the date hereof may, if made at any offertime after the date hereof, indication be deemed a Superior Proposal, if it would otherwise fulfill the requirements for being deemed a Superior Proposal hereunder. The Company agrees that it will take the necessary steps to promptly inform the individuals or entities referred to in the first sentence hereof of interest or proposal relating to the obligations undertaken in this Section 7.2. The Company will, within forty-eight hours of receipt of an Acquisition Proposal (other than informing such Persons that would be reasonably likely to result in a Superior Proposal, notify Parent of the provisions contained receipt and terms of such proposal, including the identity of the offeror, and will keep Parent reasonably informed of the status of any such Proposal. The Company also agrees that as soon as reasonably practicable after the date hereof it will request the return of confidential information from any Person previously receiving such information in this Section 4.1); (iv) approve, endorse or recommend any offer, inquiry, indication connection with such Person's consideration of interest or proposal that constitutes, or would reasonably expected to lead to, an a potential Acquisition Proposal; (v) enter into any letter of intent, memorandum of understanding, merger agreement, acquisition agreement or other Contract (whether written, oral, binding or non-binding) relating to an Acquisition Proposal or Acquisition Transaction; or (vi) authorize or commit to do any of the foregoing. Notwithstanding anything to the contrary in this Section 4.1, the Stockholder may, participate or engage in discussions or negotiations with, and furnish information and data to, any Person or Group or their respective Representatives that have delivered to the Company a bona fide written Acquisition Proposal, if and only if, the Company Board (acting upon the recommendation of the Company Special Committee) or the Company Special Committee has made a Qualified Acquisition Proposal Determination with respect to such Acquisition Proposal in accordance with Section 5.4(b) of the Merger Agreement.

Acquisition Proposals. (a) From and after the date hereof until the Termination DateClosing Date or, if earlier, the Stockholder hereby covenants and agrees that, except as expressly contemplated pursuant to termination of this AgreementAgreement in accordance with Article VIII, the Stockholder Company and Seller shall not, and shall cause its managers, directors, officers, employees, consultants, agents, attorneys, representatives their respective Affiliates and advisors (collectively, “Representatives”) Representatives not to, directly or indirectly indirectly, (ia) entertain, solicit, initiate, propose or knowingly encourage or knowingly induce or knowingly facilitate the making, submission or announcement of, of any inquiries or knowingly encourage, facilitate the making of any proposal or assist, any offer, inquiry, indication of interest offer constituting or proposal that constitutes, or is could reasonably be expected to lead to, to an Acquisition Proposal; , (iib) furnish any nonpublic information regarding the Company to any Person in connection with or Group in response to an Acquisition Proposal or any proposal, inquiry or offer that could reasonably be expected to lead to an Acquisition Proposal, (c) engage or participate in any discussions or negotiations with any Person with respect to any Acquisition Proposal or any proposal, inquiry or offer that could reasonably be expected to lead to an Acquisition Proposal (other than Parentto state that they currently are not permitted to have discussions), Merger Sub (d) approve, endorse or recommend any Acquisition Proposal or any proposal, inquiry or offer that could reasonably be expected to lead to an Acquisition Proposal, (e) make or authorize any public statement, recommendation or solicitation in support of their respective Representatives any Acquisition Proposal or any proposal, inquiry or offer that could reasonably be expected to lead to an Acquisition Proposal or (f) enter into any letter of intent or agreement in their capacity as such) principle or any non-public information Contract providing for, relating to the Company or any of its Subsidiaries or afford to any Person or Group (other than Parent, Merger Sub or any of their respective Representatives in their capacity as such) access to the business, properties, assets, books, records or other non-public information, or to any personnel, of the Company or any of its Subsidiaries, in any such case in connection with any Acquisition Proposal or with the intent to induce the makingany proposal, submission inquiry or announcement of, or to knowingly encourage, facilitate or assist, an Acquisition Proposal or the making of any offer, inquiry, indication of interest or proposal offer that constitutes or is could reasonably be expected to lead to an Acquisition Proposal; (iii) participate or engage in discussions or negotiations with any Person or Group with respect to an Acquisition Proposal or with respect to any inquiries from third Persons relating to any offer, indication of interest or proposal relating to an Acquisition Proposal (other than informing such Persons of the provisions contained in this Section 4.1); (iv) approve, endorse or recommend any offer, inquiry, indication of interest or proposal that constitutes, or would reasonably expected to lead to, an Acquisition Proposal; (v) enter into any letter of intent, memorandum of understanding, merger agreement, acquisition agreement or other Contract (whether written, oral, binding or non-binding) relating to an Acquisition Proposal or Acquisition Transaction; or (vi) authorize or commit to do any of the foregoing. Notwithstanding anything to the contrary in this Section 4.1, the Stockholder may, participate or engage in discussions or negotiations with, and furnish information and data to, any Person or Group or their respective Representatives that have delivered to the Company a bona fide written Acquisition Proposal, if and only if, the Company Board (acting upon the recommendation of the Company Special Committee) or the Company Special Committee has made a Qualified Acquisition Proposal Determination with respect to such Acquisition Proposal in accordance with Section 5.4(b) of the Merger Agreement.

Acquisition Proposals. (a) WHG represents and warrants that it has terminated any discussions or negotiations relating to, or that may reasonably be expected to lead to, any Acquisition Proposal (as defined below). From and after the date hereof until the Termination Date, the Stockholder hereby covenants and agrees that, except as expressly contemplated pursuant to termination of this Agreement, the Stockholder WHG shall not, and nor shall cause its managersit permit any Wholly Owned Subsidiary to, directorsnor shall it authorize or permit any officer, officersdirector, employeesemployee, consultantsagent, agents, attorneys, representatives and advisors (collectively, “Representatives”) not advisor or representative of WHG or any Wholly Owned Subsidiary or any person designated by WHG or any Wholly Owned Subsidiary to serve as a director or member of a venturers' committee of any Partially-Owned Subsidiary to, directly or indirectly (i) solicit, initiate, propose initiate or induce encourage the making, submission or announcement of, any inquiries, proposals or knowingly encourage, facilitate or assist, offers from any offer, inquiry, indication of interest or proposal that constitutes, or is reasonably expected person relating to lead to, an Acquisition Proposal; , (ii) enter into any agreement with respect to any Acquisition Proposal, or (iii) enter into, engage in, or participate or continue in, any discussions or negotiations regarding, or furnish to any Person or Group (other than Parent, Merger Sub or person any of their respective Representatives in their capacity as such) any non-public information relating to the Company or any of its Subsidiaries or afford to any Person or Group (other than Parent, Merger Sub or any of their respective Representatives in their capacity as such) access to the business, properties, assets, books, records or other non-public informationwith respect to, or take any other action to facilitate any personnel, of the Company or any of its Subsidiaries, in any such case in connection with any Acquisition Proposal or with the intent to induce the making, submission or announcement of, or to knowingly encourage, facilitate or assist, an Acquisition Proposal inquiries or the making of any offer, inquiry, indication of interest or proposal that constitutes or is reasonably expected to lead to an Acquisition Proposal; (iii) participate or engage in discussions or negotiations with any Person or Group with respect to an Acquisition Proposal or with respect to any inquiries from third Persons relating to any offer, indication of interest or proposal relating to an Acquisition Proposal (other than informing such Persons of the provisions contained in this Section 4.1); (iv) approve, endorse or recommend any offer, inquiry, indication of interest or proposal that constitutes, or would reasonably be expected to lead to, an Acquisition Proposal; (v) enter into any letter of intent, memorandum of understanding, merger agreement, acquisition agreement or other Contract (whether written, oral, binding or non-binding) relating to an Acquisition Proposal or Acquisition Transaction; or (vi) authorize or commit to do any provided, however, that for purposes of the foregoingthis Section 9.1(a), WHGI shall be considered a Partially-Owned Subsidiary and not a Wholly Owned Subsidiary). Notwithstanding anything to the contrary in this Section 4.1Agreement, the Stockholder mayWHG may (A) furnish information to, or participate or engage in discussions or negotiations with, and furnish information and data to, any Person person or Group entity that makes or their respective Representatives that have delivered to the Company expresses a bona fide intention to make an unsolicited proposal to acquire WHG and/or any WHG Subsidiary pursuant to a merger, consolidation, share exchange, business combination, tender or exchange offer or other similar transaction if the Board of Directors of WHG determines, based on the written Acquisition Proposaladvice of its outside legal counsel (the "WHG Legal Counsel"), if that such action is necessary in order to comply with the directors' fiduciary duties to the stockholders of WHG under applicable law; provided, however, that prior to WHG's furnishing such information or participating in such discussions or negotiations, such person or entity shall have executed a confidentiality and only ifstandstill agreement with WHG having terms substantially similar to those contained in those certain letter agreements, dated August 1, 1997 between (i) PAHOC and WHG (the "PAHOC/WHG Confidentiality Agreements") and (ii) Patriot and WHG (the "Patriot/WHG Confidentiality Agreements") (collectively, the Company Board "Confidentiality Agreements"), relating to the provision of Evaluation Material (acting upon as defined in the recommendation of Confidentiality Agreements) by WHG to PAHOC and Patriot, respectively, and (B) comply with Rules 14d-9 and 14e-2 promulgated under the Company Special Committee) or the Company Special Committee has made a Qualified Acquisition Proposal Determination Exchange Act with respect to such an Acquisition Proposal in accordance with Section 5.4(b) of the Merger AgreementProposal.

Acquisition Proposals. (a) From and after Unless approved by a Majority of the date hereof until Purchasers (including Abingworth), prior to the Termination DateClosing, the Stockholder hereby covenants and agrees that, except as expressly contemplated pursuant to this Agreement, the Stockholder Company shall not, and nor shall cause the Company authorize or permit any of its managers, Subsidiaries or any of the directors, officers, employees, consultants, agents, attorneys, representatives and attorneys or financial advisors (collectively, “Representatives”) not to, directly or indirectly (i) solicit, initiate, propose or induce the making, submission or announcement of, or knowingly encourage, facilitate or assist, any offer, inquiry, indication of interest or proposal that constitutes, or is reasonably expected to lead to, an Acquisition Proposal; (ii) furnish to any Person or Group (other than Parent, Merger Sub or any of their respective Representatives in their capacity as such) any non-public information relating to the Company or any of its Subsidiaries or afford to any Person or Group (other than Parent, Merger Sub or any of their respective Representatives in their capacity as such) access to the business, properties, assets, books, records or other non-public information, or to any personnel, agents of the Company or any of its Subsidiaries, in or any such case in connection other Person on its behalf (each, a “Representative”) to, (i) directly or indirectly, initiate, solicit or knowingly encourage any inquiries with any Acquisition Proposal or with the intent to induce the makingrespect to, submission or announcement of, or to knowingly encourage, facilitate or assist, an Acquisition Proposal or the making of any offerAcquisition Proposal (as defined below), inquiry(ii) engage in any negotiations or discussions concerning, indication of interest or proposal that constitutes provide access to its properties, books and records or is reasonably expected to lead any confidential information or data to, any Person relating to an Acquisition Proposal; , (iii) participate approve, endorse or engage recommend, or propose publicly to approve, endorse or recommend, any Acquisition Proposal or (iv) execute or enter into, any letter of intent, agreement in principle, securities purchase or sale agreement, scheme of arrangement, merger agreement, acquisition agreement, asset sale agreement, or other similar agreement relating to any Acquisition Proposal; provided, however, it is understood and agreed that any determination or action by the Board of Directors of the Company permitted under Section 4.14(b) or Section 4.14(c) shall not be deemed to be a breach or violation of this Section 4.14(a). The Company shall, and shall direct each of its Representatives to, immediately cease any solicitations, discussions or negotiations with any Person (other than the parties hereto and each other Person which a Majority of the Purchasers including Abingworth, have approved for such continued discussions) that has made or Group indicated an intention to make or interest in making an Acquisition Proposal, in each case that exist as of the date hereof, and shall not, without the prior written consent of a Majority of the Purchasers (including Abingworth), which consent shall not be unreasonably withheld, conditioned or delayed, release any Person from any confidentiality or standstill agreement or exercise any consent rights with respect to an Acquisition Proposal or with respect to waive any inquiries from third Persons relating to any offer, indication of interest or proposal relating to an Acquisition Proposal (other than informing such Persons of the provisions contained in this Section 4.1); (iv) approve, endorse of any such confidentiality or recommend any offer, inquiry, indication of interest or proposal that constitutes, or would reasonably expected to lead to, an Acquisition Proposal; (v) enter into any letter of intent, memorandum of understanding, merger standstill agreement, acquisition agreement or other Contract (whether written, oral, binding or non-binding) relating to an Acquisition Proposal or Acquisition Transaction; or (vi) authorize or commit to do any in each case that exist as of the foregoing. Notwithstanding anything to date hereof; provided, however, that the contrary prior written consent of a Majority of the Purchasers shall not be required in this Section 4.1, connection with any such action if (A) the Stockholder may, participate or engage in discussions or negotiations with, and furnish information and data to, any Person or Group or their respective Representatives that have delivered to the Company a bona fide written Acquisition Proposal, if and only if, the Company Board (acting upon the recommendation of Directors of the Company Special Committeeshall have determined in good faith, after consultation with its legal counsel and financial advisors, that the failure to so release, exercise or waive would be inconsistent with its fiduciary duties under applicable law and (B) at least three (3) Business Days’ prior written notice of such release, exercise or waiver is provided by the Company Special Committee has made a Qualified Acquisition Proposal Determination with respect to such Acquisition Proposal in accordance with Section 5.4(b) of the Merger AgreementPurchasers.

Acquisition Proposals. (a) From and after Notwithstanding any other provision to the date hereof until contrary contained herein, during the Termination DateGo-Shop Period, the Stockholder hereby covenants and agrees that, except as expressly contemplated pursuant to this AgreementCompany, the Stockholder Company Subsidiaries and their respective Representatives shall not, and shall cause its managers, directors, officers, employees, consultants, agents, attorneys, representatives and advisors (collectively, “Representatives”) not have the right to, directly or indirectly indirectly, (i) solicit, initiate, propose or induce the making, submission or announcement of, solicit or knowingly encourage, assist or facilitate (or assist, publicly propose or announce any offer, inquiry, indication intention or desire to do any of interest or proposal that constitutesthe foregoing) any inquiries regarding, or is the making of any proposals, offers, requests, correspondence or other communications that constitute or would reasonably be expected to lead to, an Acquisition Proposal; (ii) furnish engage in, continue, or otherwise participate in any negotiations or discussions concerning, or provide or cause to any Person or Group (other than Parent, Merger Sub or any of their respective Representatives in their capacity as such) be provided any non-public information or data relating to the Company or any of its Subsidiaries or afford to any Person or Group (other than Parent, Merger Sub or any of their respective Representatives in their capacity as such) access to the business, properties, assets, books, records or other non-public information, or to any personnel, of the Company or any of its Subsidiaries, in any such case Subsidiaries in connection with with, any Acquisition Proposal effort or with the intent attempt by any other person to induce the making, submission seek to do or announcement of, or to knowingly encourage, facilitate or assist, an Acquisition Proposal or the making of any offer, inquiry, indication of interest or proposal that constitutes or is would reasonably be expected to lead to an Acquisition Proposal; (iii) participate or engage in discussions or negotiations comply with any Person request for non-public information relating to the Company or Group any Company Subsidiary or for access to any of the properties, books or records of the Company or any Company Subsidiary by any person and/or (iv) waive, terminate, modify, or fail to enforce any standstill or similar provision in any confidentiality agreement or other agreement with respect to an Acquisition Proposal any person (any person with which, or with respect to any inquiries from third Persons relating to any offerwhich, indication of interest or proposal relating to an Acquisition Proposal the actions described in clauses (other than informing such Persons of the provisions contained in this Section 4.1); i) – (iv) approveare taken, endorse or recommend a “Solicited Person”); provided, that prior to providing any offer, inquiry, indication of interest or proposal that constitutes, or would reasonably expected to lead to, an Acquisition Proposal; (v) enter into any letter of intent, memorandum of understanding, merger agreement, acquisition agreement or other Contract (whether written, oral, binding or non-binding) relating public information concerning the Company or the Company Subsidiaries to a Solicited Person, such Solicited Person shall have entered into an Acceptable Confidentiality Agreement; provided, further, that the Company shall provide to Parent prior to or simultaneously with the delivery of any such information to the person making such Acquisition Proposal or Acquisition Transaction; or (vi) authorize or commit to do any of its Representatives any non-public information concerning the foregoing. Notwithstanding anything Company or any Company Subsidiary that is provided to the contrary in this Section 4.1, the Stockholder may, participate such person or engage in discussions or negotiations with, and furnish information and data to, any Person or Group or their respective its Representatives that have delivered was not previously provided or Made Available to the Company a bona fide written Acquisition Proposal, if and only if, the Company Board (acting upon the recommendation of the Company Special Committee) or the Company Special Committee has made a Qualified Acquisition Proposal Determination with respect to such Acquisition Proposal in accordance with Section 5.4(b) of the Merger Agreement.Parent. “

Acquisition Proposals. (a) From and after the date hereof until the Termination DateClosing Date or, if earlier, the Stockholder hereby covenants and agrees thattermination of this Agreement in accordance with ARTICLE VIII, except as expressly contemplated pursuant to this Agreement, the Stockholder Seller shall not, and shall cause its managers, directors, officers, employees, consultants, agents, attorneys, representatives Affiliates and advisors (collectively, “Representatives”) Representatives not to, directly or indirectly indirectly, (ia) entertain, solicit, initiate, propose or knowingly encourage or knowingly induce or knowingly facilitate the making, submission or announcement of, of any inquiries or knowingly encourage, facilitate the making of any proposal or assist, any offer, inquiry, indication of interest offer constituting or proposal that constitutes, or is could reasonably be expected to lead to, to an Acquisition Proposal; , (iib) furnish any nonpublic information regarding Seller or the Business to any Person in connection with or Group in response to an Acquisition Proposal or any proposal, inquiry or offer that could reasonably be expected to lead to an Acquisition Proposal, (c) engage or participate in any discussions or negotiations with any Person with respect to any Acquisition Proposal or any proposal, inquiry or offer that could reasonably be expected to lead to an Acquisition Proposal (other than Parentto state that they currently are not permitted to have discussions), Merger Sub (d) approve, endorse or recommend any Acquisition Proposal or any proposal, inquiry or offer that could reasonably be expected to lead to an Acquisition Proposal, (e) make or authorize any public statement, recommendation or solicitation in support of their respective Representatives any Acquisition Proposal or any proposal, inquiry or offer that could reasonably be expected to lead to an Acquisition Proposal or (f) enter into any letter of intent or agreement in their capacity as such) principle or any non-public information Contract providing for, relating to the Company or any of its Subsidiaries or afford to any Person or Group (other than Parent, Merger Sub or any of their respective Representatives in their capacity as such) access to the business, properties, assets, books, records or other non-public information, or to any personnel, of the Company or any of its Subsidiaries, in any such case in connection with any Acquisition Proposal or with the intent to induce the makingany proposal, submission inquiry or announcement of, or to knowingly encourage, facilitate or assist, an Acquisition Proposal or the making of any offer, inquiry, indication of interest or proposal offer that constitutes or is could reasonably be expected to lead to an Acquisition Proposal; (iii) participate or engage in discussions or negotiations with any Person or Group with respect to an Acquisition Proposal or with respect to any inquiries from third Persons relating to any offer, indication of interest or proposal relating to an Acquisition Proposal (other than informing such Persons of the provisions contained in this Section 4.1); (iv) approve, endorse or recommend any offer, inquiry, indication of interest or proposal that constitutes, or would reasonably expected to lead to, an Acquisition Proposal; (v) enter into any letter of intent, memorandum of understanding, merger agreement, acquisition agreement or other Contract (whether written, oral, binding or non-binding) relating to an Acquisition Proposal or Acquisition Transaction; or (vi) authorize or commit to do any of the foregoing. Notwithstanding anything to the contrary in this Section 4.1, the Stockholder may, participate or engage in discussions or negotiations with, and furnish information and data to, any Person or Group or their respective Representatives that have delivered to the Company a bona fide written Acquisition Proposal, if and only if, the Company Board (acting upon the recommendation of the Company Special Committee) or the Company Special Committee has made a Qualified Acquisition Proposal Determination with respect to such Acquisition Proposal in accordance with Section 5.4(b) of the Merger Agreement.

Acquisition Proposals. (a) From and after the date hereof until the Termination Date, the each Stockholder hereby covenants and agrees that, except as expressly contemplated pursuant to by this Agreement, the such Stockholder shall not, and shall cause its managersAffiliates, directors, officers, employees, consultants, agents, attorneys, agents representatives and advisors (collectively, “Representatives”) not to, directly or indirectly (i) (1) solicit, initiate, propose or induce the making, submission or announcement of, or knowingly encourage, facilitate or assist, any offer, inquiry, indication of interest proposal or proposal inquiry that constitutes, or is reasonably expected to lead to, an Acquisition Proposal; (ii) furnish to any Person or Group (other than Parent, Merger Sub to Parent or any designees of their respective Representatives in their capacity as suchParent) any non-public information relating to the Company or any of its Subsidiaries Group or afford to any Person or Group (other than Parent, Merger Sub or any of their respective Representatives in their capacity as such) access to the business, properties, assets, books, records or other non-public information, or to any personnel, of the Company Group (other than Parent or any designees of its SubsidiariesParent), in any such case in connection with any Acquisition Proposal or with the intent to induce the making, submission or announcement of, or to knowingly encourage, facilitate or assist, an Acquisition Proposal any proposal or the making of any offerinquiry that constitutes, inquiry, indication of interest or proposal that constitutes or is reasonably expected to lead to, an Acquisition Proposal or any inquiries or the making of any proposal that constitutes, or would reasonably be expected to lead to, an Acquisition Proposal; (iii) participate or engage in discussions or negotiations with any Person or Group with respect to an Acquisition Proposal or with respect to any inquiries from third Persons relating to any offer, indication of interest inquiry or proposal relating that constitutes, or would reasonably be expected to lead to, an Acquisition Proposal (other than informing such Persons of the existence of the provisions contained in this Section 4.1); (iv) approve, endorse or recommend any offer, inquiry, indication of interest or proposal that constitutes, or would reasonably be expected to lead to, an Acquisition Proposal; (v) enter into any letter of intent, memorandum of understanding, merger agreement, acquisition agreement or other Contract (whether written, oral, binding or non-binding) relating to an Acquisition Proposal or Acquisition Transaction; (vi) engage in any activities, or assist or facilitate in the engage of any activities, that the Company and its Affiliates and their respective Representatives are permitted to engage in during the Go-Shop Period pursuant to Section 5.3(a) of the Merger Agreement or (vivii) authorize or commit to do any of the foregoing. Immediately upon the execution of this Agreement, each Stockholder will cease and cause to be terminated any discussions or negotiations with any Person and its Representatives that would be prohibited by this Section 4.1. Notwithstanding anything to the contrary in this Section 4.1, the Stockholder may, Stockholders may participate or engage in discussions or negotiations with, and furnish information and data to, any Person or Group or their respective Representatives that have delivered to the Company a bona fide written Acquisition ProposalProposal solely for the purpose of entering into a voting agreement with such Person or Group on substantially similar terms to the terms hereof or for purposes of entering into an agreement with respect to the rollover or reinvestment of any Shares of Common Stock owned by such Stockholder (including the post-Closing governance terms with respect thereto), in each case, if and only if, if the Company Board (acting upon the recommendation of the Company Special Committee) or the Company Special Committee has made a Qualified determined in good faith (after consultation with its financial advisor and outside legal counsel) that such Acquisition Proposal Determination either constitutes a Superior Proposal or is reasonably likely to lead to a Superior Proposal and the Special Committee has complied with Section 5.3(b) of the Merger Agreement with respect to such Acquisition Proposal in accordance with Section 5.4(b) of the Merger AgreementProposal.

Acquisition Proposals. (a) From and after the date hereof of this Agreement until the Termination Dateearlier to occur of the Effective Time or the termination of this Agreement in accordance with its terms, the Stockholder hereby covenants and agrees that, except as expressly contemplated pursuant to this Agreement, the Stockholder Company shall not, and nor shall cause its managersit permit any Company Subsidiary to, directors, officers, employees, consultants, agents, attorneys, representatives and advisors (collectively, “Representatives”) not nor shall it permit any Company Representative to, directly or indirectly indirectly, (i) initiate, solicit, initiatepropose, propose encourage or induce the makingtake any other action to facilitate (including by way of furnishing information) any proposals, submission offers or announcement ofinquiries that constitute, or knowingly encourage, facilitate or assist, any offer, inquiry, indication of interest or proposal that constitutes, or is would reasonably be expected to lead to, an Acquisition Proposal; , (ii) furnish to engage, continue or participate in any negotiations concerning, or provide any confidential information or data to, or have any discussions with, any Person or Group (other than Parent, Merger Sub or any of their respective Representatives in their capacity as such) any non-public information relating to the Company or any of its Subsidiaries or afford to any Person or Group (other than Parent, Merger Sub or any of their respective Representatives in their capacity as such) access to the business, properties, assets, books, records or other non-public information, or to any personnel, of the Company or any of its Subsidiaries, in any such case in connection with any Acquisition Proposal or with the intent to induce the making, submission or announcement of, or to knowingly encourage, facilitate or assist, an Acquisition Proposal or the making of any offer, inquiry, indication of interest proposal or proposal offer that constitutes or is would reasonably be expected to lead to an Acquisition Proposal; , (iii) participate approve or engage in discussions recommend or negotiations with propose publicly to approve or recommend, any Person or Group with respect to an Acquisition Proposal or with respect to any inquiries from third Persons relating to any offerProposal, indication of interest or proposal relating to an Acquisition Proposal (other than informing such Persons of the provisions contained in this Section 4.1); (iv) approve, endorse or recommend any offer, inquiry, indication of interest or proposal that constitutesrecommend, or would reasonably expected propose to lead toapprove, an Acquisition Proposal; (v) endorse or recommend, or execute or enter into into, any letter of intent, memorandum of understandingagreement in principle, merger agreement, acquisition agreement, option agreement or other Contract (whether written, oral, binding similar agreement relating to any Acquisition Proposal or non-binding) relating any proposal or offer that would reasonably be expected to lead to an Acquisition Proposal or Acquisition Transaction; Proposal, or (viv) make or authorize any statement, propose publicly or commit resolve, propose or agree to do any of the foregoingforegoing relating to any Acquisition Proposal. Notwithstanding anything to the contrary in this Section 4.1, the Stockholder may, participate or engage in discussions or negotiations with, and furnish information and data to, any Person or Group or their respective Representatives that have delivered to the Company a bona fide written Acquisition Proposal, if and only ifforegoing, the Company Board (acting upon the recommendation may contact any Person who has made, or proposes to make, an Acquisition Proposal solely to request clarification of the Company Special Committee) or the Company Special Committee has made a Qualified Acquisition Proposal Determination with respect to terms and conditions of such Acquisition Proposal in accordance with Section 5.4(b) of the Merger AgreementProposal.

Acquisition Proposals. (a) From and after the date hereof until the Termination Date, the Stockholder hereby covenants and agrees that, except as expressly contemplated pursuant to Without limiting any of such party’s other obligations under this Agreement, each of Linde and Praxair agrees that neither it nor any of its Subsidiaries nor any of their respective officers or directors (including any member of the Stockholder shall notPraxair Board or the Linde Boards) shall, and that it shall instruct and use its reasonable best efforts to cause its managers, directors, officers, and its Subsidiaries’ employees, consultants, agents, attorneys, representatives agents and advisors (collectively, “Representatives”) Representatives not to, directly or indirectly indirectly, (i) initiate, solicit, initiatepropose, propose knowingly encourage (including by way of furnishing information), facilitate or induce any inquiries or the making, submission or announcement of, of any proposal or knowingly encourage, facilitate or assist, any offer, inquiry, indication of interest or proposal offer that constitutes, or is could reasonably be expected to lead to, an Acquisition Proposal; , (ii) furnish to engage in, continue or otherwise participate in any Person discussions or Group (other than Parent, Merger Sub or any of their respective Representatives in their capacity as such) any non-public information negotiations relating to the Company or any of its Subsidiaries or afford to any Person or Group (other than Parent, Merger Sub or any of their respective Representatives in their capacity as such) access to the business, properties, assets, books, records or other non-public information, or to any personnel, of the Company or any of its Subsidiaries, in any such case in connection with any Acquisition Proposal or with the intent to induce the making, submission or announcement of, or to knowingly encourage, facilitate or assist, an Acquisition Proposal or the making of any offer, inquiry, indication of interest proposal or proposal offer that constitutes or is could reasonably be expected to lead to an Acquisition Proposal; , (iii) participate provide any information or engage in discussions or negotiations with data to any Person or Group with respect in relation to an Acquisition Proposal or with respect any inquiry, proposal or offer that could reasonably be expected to any inquiries from third Persons relating to any offer, indication of interest or proposal relating lead to an Acquisition Proposal (other than informing such Persons of the provisions contained in this Section 4.1); Proposal, (iv) approve, endorse approve or recommend any offer, inquiry, indication of interest or proposal that constitutesrecommend, or would reasonably expected propose publicly to lead toapprove or recommend, an any Acquisition Proposal; , (v) approve or recommend, or propose to approve or recommend, or execute or enter into into, any letter of intent, memorandum of understandingagreement in principle, merger agreement, acquisition agreement, business combination agreement, option agreement or other Contract similar agreement (whether writtenany of the preceding in this clause (v), oral, binding an “Alternative Acquisition Agreement”) or non-binding) relating to an Acquisition Proposal propose publicly or Acquisition Transaction; or (vi) authorize or commit agree to do any of the foregoing. Notwithstanding anything foregoing related to the contrary in this Section 4.1, the Stockholder may, participate any Acquisition Proposal or engage in discussions (vi) otherwise facilitate any effort or negotiations with, and furnish information and data to, any Person or Group or their respective Representatives that have delivered attempt to the Company a bona fide written make an Acquisition Proposal, if and only if, the Company Board (acting upon the recommendation of the Company Special Committee) or the Company Special Committee has made a Qualified Acquisition Proposal Determination with respect to such Acquisition Proposal in accordance with Section 5.4(b) of the Merger Agreement.

Acquisition Proposals. (a) FAB agrees that it shall, and shall direct and use its reasonable best efforts to cause its affiliates, directors, officers, employees, agents and representatives (including, without limitation, any investment banker, financial advisor, attorney, accountant or other representative retained by it) (all of the foregoing, collectively, “Representatives”) to, immediately cease any discussions or negotiations with any other parties that may be ongoing with respect to the possibility or consideration of any Acquisition Proposal (as defined below), and will use its reasonable best efforts to enforce any confidentiality or similar agreement relating to any Acquisition Proposal, including by requesting the other party to promptly return or destroy any confidential information previously furnished by or on behalf of FAB thereunder and by specifically enforcing the terms thereof in a court of competent jurisdiction. From and after the date hereof until of this Agreement through the Termination DateEffective Time, the Stockholder hereby covenants and agrees that, except as expressly contemplated pursuant to this Agreement, the Stockholder FAB shall not, and shall cause its managers, directors, officers, employees, consultants, agents, attorneys, representatives and advisors (collectively, “Representatives”) officers or employees or any Representative retained by it not to, directly or indirectly through another Person, (i) solicit, initiate, propose initiate or induce the making, submission encourage (including by way of furnishing information or announcement ofassistance), or knowingly encourage, take any other action designed to facilitate or assistthat is likely to result in, any offer, inquiry, indication inquiries or the making of interest any proposal or proposal offer that constitutes, or is reasonably expected likely to lead to, an any Acquisition Proposal; , (ii) furnish provide any confidential information or data to any Person or Group (other than Parent, Merger Sub or any of their respective Representatives in their capacity as such) any non-public information relating to the Company or any of its Subsidiaries or afford to any Person or Group (other than Parent, Merger Sub or any of their respective Representatives in their capacity as such) access to the business, properties, assets, books, records or other non-public information, or to any personnel, of the Company or any of its Subsidiaries, in any such case in connection with any Acquisition Proposal or with the intent to induce the makingProposal, submission or announcement of, or to knowingly encourage, facilitate or assist, an Acquisition Proposal or the making of any offer, inquiry, indication of interest or proposal that constitutes or is reasonably expected to lead to an Acquisition Proposal; (iii) participate or engage in any discussions or negotiations with regarding any Person or Group with respect to an Acquisition Proposal or with respect to any inquiries from third Persons relating to any offerProposal, indication of interest or proposal relating to an Acquisition Proposal (other than informing such Persons of the provisions contained in this Section 4.1); (iv) approvewaive, endorse terminate, modify or recommend fail to enforce any offerprovision of any contractual “standstill” or similar obligations of any Person other than PPBI or its Affiliates, inquiry, indication of interest or proposal that constitutes, or would reasonably expected to lead to, an Acquisition Proposal; (v) approve or recommend, propose to approve or recommend, or execute or enter into into, any letter of intent, memorandum of understandingagreement in principle, merger agreement, acquisition asset purchase agreement or share exchange agreement, option agreement or other Contract (whether written, oral, binding or non-binding) relating similar agreement related to an any Acquisition Proposal or Acquisition Transaction; or (vi) authorize or commit propose to do any of the foregoing, or (vi) make or authorize any statement, recommendation or solicitation in support of any Acquisition Proposal. Notwithstanding anything to the contrary in For purposes of this Section 4.1Agreement, the Stockholder mayterm “Acquisition Proposal” means any inquiry, participate proposal or engage offer, filing of any regulatory application or notice (whether in discussions draft or negotiations with, and furnish information and data to, final form) or disclosure of an intention to do any of the foregoing from any Person relating to any (w) direct or Group indirect acquisition or their respective Representatives purchase of a business that have delivered to the Company a bona fide written Acquisition Proposal, if and only if, the Company Board (acting upon the recommendation constitutes 10% or more of the Company Special Committeetotal revenues, net income, assets or deposits of FAB, (x) direct or the Company Special Committee has made a Qualified Acquisition Proposal Determination with respect to such Acquisition Proposal in accordance with Section 5.4(b) indirect acquisition or purchase of any class of Equity Securities representing 10% or more of the Merger voting power of FAB, (y) tender offer or exchange offer that if consummated would result in any person beneficially owning 10% or more of any class of Equity Securities of FAB or (z) merger, consolidation, business combination, recapitalization, liquidation, dissolution or similar transaction involving FAB, other than the Transaction contemplated by this Agreement.

Acquisition Proposals. (a) From and after the date hereof until the Termination Date, the Stockholder hereby covenants and agrees that, except as expressly contemplated pursuant to this Agreement, the Stockholder The Company shall not, and shall cause its managers, Subsidiaries and its and its Subsidiaries’ directors, officers, employees, consultants, agents, and employees and shall direct and use reasonable best efforts to cause the attorneys, accountants, investment bankers and other advisors or representatives and advisors (collectively, “Representatives”) of the Company and its Subsidiaries not to, directly or indirectly indirectly, (i) solicit, initiate, propose or induce the making, submission or announcement of, solicit or knowingly encourage, induce or encourage or otherwise knowingly facilitate or assist, any offer, inquiry, indication of interest or proposal that constitutes, or is reasonably expected to lead to, an Acquisition Proposal; (ii) furnish to any Person or Group (other than Parent, Merger Sub or any of their respective Representatives in their capacity as such) any including by providing non-public information relating to the Company or and its Subsidiaries) any of its Subsidiaries or afford to any Person or Group (other than Parent, Merger Sub or any of their respective Representatives in their capacity as such) access to the business, properties, assets, books, records or other non-public informationinquiries with respect to, or to any personnelthe making of, of the Company or any of its Subsidiaries, in any such case in connection with any Acquisition Proposal or with the intent to induce the making, submission or announcement of, or to knowingly encourage, facilitate or assist, an Acquisition Proposal or the making of any offer, inquiry, indication of interest offer or proposal that constitutes or is would reasonably be expected to lead to an Acquisition Proposal; , (iiiii) engage, continue or otherwise participate in any negotiations or engage in discussions concerning, or negotiations with provide access to its properties, books and records or any confidential or nonpublic information or data to, any Person in connection with, relating to or Group with respect to for the purpose of encouraging or facilitating an Acquisition Proposal or with respect to any inquiries from third Persons relating to any offerinquiry, indication of interest offer or proposal relating that would reasonably be expected to lead to an Acquisition Proposal Proposal, (other than informing such Persons of the provisions contained in this Section 4.1); (iviii) approve, endorse or recommend any offer, inquiry, indication of interest or proposal that constitutesrecommend, or would reasonably expected propose publicly to lead toapprove, an endorse or recommend, any Acquisition Proposal; , or (viv) execute or enter into any letter of intent, memorandum of understandingagreement in principle, merger agreement, acquisition agreement or other Contract (whether written, oral, binding similar written or non-binding) oral agreement relating to an any Acquisition Proposal Proposal, and the Company shall not resolve or Acquisition Transaction; or (vi) authorize or commit agree to do any of the foregoing. Notwithstanding anything to Without limiting the contrary foregoing, it is agreed that any violation of any of the restrictions set forth in the preceding sentence by any Representatives of the Company or any of its Subsidiaries shall be a breach of this Section 4.15.4(a). The Company shall, the Stockholder mayshall cause each of its Subsidiaries and internal Representatives to, participate or engage in and shall direct and use its best efforts to cause each of its external Representatives to, immediately cease and cause to be terminated any solicitations, discussions or negotiations or other activities with any Person (other than Parent and the Merger Subs) in connection with an Acquisition Proposal. The Company also agrees that it will promptly request each Person (other than Parent and the Merger Subs) that has prior to the date hereof executed a confidentiality agreement in connection with its consideration of an Acquisition Proposal to promptly return or destroy all confidential information furnished to such Person by or on behalf of it or any of its Subsidiaries prior to the date hereof in accordance with the terms of the applicable confidentiality agreement, and shall terminate access to data rooms furnished in connection therewith. The Company shall promptly (and in any event within twenty-four (24) hours) notify Parent orally and in writing of the receipt by the Company or its Representatives of any inquiries, proposals or offers, any requests for information, or any requests for discussions or negotiations with the Company or any of its Representatives, in each case with respect to an Acquisition Proposal or any offer, inquiry or proposal that would reasonably be expected to lead to an Acquisition Proposal, which notice shall include a summary of the material terms and conditions of, and the identity of the Person making, such Acquisition Proposal, inquiry, proposal or offer, and copies of any such written requests, proposals or offers, including proposed agreements, and thereafter shall keep Parent reasonably informed, on a current basis (and in any event within twenty-four (24) hours), of any material developments regarding any Acquisition Proposals or any material change to the terms and status of any such Acquisition Proposal. The Company agrees that neither it nor any of its Subsidiaries shall terminate, waive, amend, release or modify any provision of any existing standstill or similar agreement to which it or one of its Subsidiaries is a party, except that prior to, but not after, obtaining the Company Requisite Vote, if after consultation with, and furnish information and data totaking into account the advice of, any Person or Group or their respective Representatives that have delivered to the Company a bona fide written Acquisition Proposal, if and only ifoutside legal counsel, the Company Board (acting upon determines that the recommendation failure to take such action would be reasonably likely to be a violation of its fiduciary duties under applicable Law, the Company Special Committee) or may waive any such standstill provision solely to the extent necessary to permit a third party to make, on a confidential basis, to the Company Special Committee has made a Qualified Board, an Acquisition Proposal Determination conditioned upon such third party agreeing that the Company shall not be prohibited from providing any information to Parent (including regarding any such Acquisition Proposal) in accordance with and otherwise complying with this Section 5.4. The Company shall promptly after the date of this Agreement terminate any waiver that may have heretofore been granted to any Person other than Parent or a Merger Sub under any confidentiality and standstill provisions of any confidentiality agreement entered into with respect to such an Acquisition Proposal in accordance with Section 5.4(b) of the Merger Agreementor any offer, inquiry or proposal that would reasonably be expected to lead to an Acquisition Proposal.

Acquisition Proposals. (a) From and after Except as permitted by this Section 6.1 or Section 6.3, during the date hereof until the Termination DatePre-Closing Period, the Stockholder hereby covenants and agrees that, except as expressly contemplated pursuant to this Agreement, the Stockholder Company shall not, and shall cause its managers, subsidiaries and its and its subsidiaries’ directors, officers, employees, consultants, agents, and employees and the attorneys, investment bankers and other advisors or representatives and advisors (collectively, “Representatives”) of the Company and its subsidiaries not to, directly or indirectly indirectly, (i) solicit, initiate, propose solicit or knowingly induce or encourage or otherwise knowingly facilitate (including by providing information) any inquiries with respect to, or the making, submission or announcement making of, or knowingly encourage, facilitate or assist, any offer, inquiry, indication of interest or proposal that constitutes, or is reasonably expected to lead to, an Acquisition Proposal; (ii) furnish to any Person or Group (other than Parent, Merger Sub or any of their respective Representatives in their capacity as such) any non-public information relating to the Company or any of its Subsidiaries or afford to any Person or Group (other than Parent, Merger Sub or any of their respective Representatives in their capacity as such) access to the business, properties, assets, books, records or other non-public information, or to any personnel, of the Company or any of its Subsidiaries, in any such case in connection with any Acquisition Proposal or with the intent to induce the making, submission or announcement of, or to knowingly encourage, facilitate or assist, an Acquisition Proposal or the making of any offer, inquiry, indication of interest offer or proposal that constitutes or is could reasonably be expected to lead to an Acquisition Proposal; , (iiiii) engage in, continue or otherwise participate in any negotiations or engage in discussions concerning, or negotiations with provide access to its properties, books and records or any confidential or non-public information or data to, any Person for the purpose of encouraging or Group with respect to facilitating an Acquisition Proposal or with respect to any inquiries from third Persons relating to any offerinquiry, indication of interest offer or proposal relating that could reasonably be expected to lead to an Acquisition Proposal (other than informing provided that, notwithstanding the foregoing, the Company may (x) notify such Persons Person of the provisions contained in existence of this Section 4.16.1, and (y) in response to a bona fide Acquisition Proposal after the date hereof that was not initiated, solicited, knowingly encouraged or facilitated in, and did not otherwise result from a, violation of this Section 6.1, contact such Person and its Representatives for the purpose of clarifying the material terms of any such Acquisition Proposal and the likelihood and timing of consummation thereof); , (iviii) approve, endorse or recommend any offer, inquiry, indication of interest or proposal that constitutesrecommend, or would reasonably expected propose publicly to lead toapprove, an endorse or recommend, any Acquisition Proposal; , or (viv) execute or enter into into, any letter of intent, memorandum of understandingagreement in principle, merger agreement, acquisition agreement or other Contract (whether written, oral, binding or non-binding) similar definitive agreement relating to an any Acquisition Proposal (which, for the avoidance of doubt, shall not include an Acceptable Confidentiality Agreement), and the Company shall not resolve or Acquisition Transaction; or (vi) authorize or commit agree to do any of the foregoing. Notwithstanding anything Without limiting the foregoing, it is agreed that any violation of any of the restrictions set forth in the preceding sentence by any Representatives of the Company or any of its subsidiaries shall be deemed to the contrary in be a breach of this Section 4.16.1(a) by the Company. The Company shall, the Stockholder mayshall cause each of its subsidiaries to, participate or engage in and shall instruct (and use its reasonable efforts to cause) its Representatives to, immediately cease and cause to be terminated any solicitations, discussions or negotiations with any Person (other than the Parties and their respective Representatives) in connection with an Acquisition Proposal. The Company also agrees that it will promptly request each Person (other than the Parties and their respective Representatives) that has, prior to the date hereof, executed a confidentiality agreement in connection with its consideration of an Acquisition Proposal to promptly return or destroy all confidential information furnished to such Person by or on behalf of it or any of its subsidiaries prior to the date hereof and shall terminate access to data rooms furnished in connection therewith. The Company shall promptly (and in any event within 48 hours) notify Parent orally and in writing of the receipt of any Acquisition Proposal and any inquiries, proposals or offers, any requests for information, or any requests for discussions or negotiations with the Company or any of its Representatives, in each case in writing and relating to an Acquisition Proposal, which notice shall include a summary of the material terms and conditions of, and the identity of the Person making, such Acquisition Proposal, inquiry, proposal or offer, and copies of any such written requests, proposals or offers, including proposed agreements, and thereafter shall (i) keep Parent reasonably informed, on a reasonably current basis (and in any event within 48 hours of the occurrence of any changes, developments, discussions or negotiations), of any material developments regarding any Acquisition Proposals or any material change to the terms and status of any such Acquisition Proposal and (ii) provide to Parent as soon as practicable (and in any event within 48 hours) after receipt or delivery thereof copies of all correspondence and other written material sent or provided to the Company or any of its subsidiaries from any person that describes any of the terms or conditions of any Acquisition Proposal. The Company agrees that neither it nor any of its subsidiaries shall terminate, waive, amend, release or modify any provision of any existing standstill or similar agreement to which it or one of its subsidiaries is a party, except that prior to, but not after, obtaining the Company Requisite Vote, if after consultation with, and furnish information and data totaking into account the advice of, any Person or Group or their respective Representatives that have delivered to the Company a bona fide written Acquisition Proposal, if and only ifoutside legal counsel, the Company Board (acting upon determines that the recommendation failure to take such action would be reasonably likely to result in a violation of its fiduciary duties under applicable Law, the Company Special Committee) or may waive any such standstill provision solely to the extent necessary to permit a third party to make, on a confidential basis, to the Company Special Committee has made a Qualified Board, an Acquisition Proposal Determination with respect to such Acquisition Proposal in accordance with Section 5.4(b) of the Merger AgreementProposal.

Acquisition Proposals. (a) From and after the date hereof until the Termination Datetermination of this Agreement in accordance with Section 5.1 hereof, the each Stockholder hereby covenants and agrees that, except as expressly contemplated pursuant to this Agreement, the Stockholder shall not, and shall cause its managers, directors, officers, employees, consultants, agents, attorneys, representatives and advisors (collectively, “Representatives”) not to, directly or indirectly (i) solicitshall fulminate all soliciting activities, initiatediscussions, propose negotiations, agreements or induce arrangements by or on behalf of such Stockholder with any Person (other than the makingCompany, submission Parent, Merger Sub or announcement oftheir respective Representatives) regarding any proposal, expression of interest, request for information, or knowingly encourage, facilitate or assist, any offer, inquiry, indication of interest or proposal other communication that constitutes, or is would reasonably be expected to lead to, an Acquisition Proposal; , (ii) shall not, and shall cause its Representatives not to, directly or indirectly, (A) conduct or engage in, enter into, continue or otherwise participate in any discussions or negotiations with, or furnish to any information or data to, any Person that is seeking to make, has made or, to the knowledge of such Stockholder, is considering making an Acquisition Proposal or Group otherwise take such actions in connection with or for the purpose of encouraging or facilitating an Acquisition Proposal, (other than ParentB) solicit, Merger Sub initiate, knowingly facilitate or any knowingly encourage (including by way of their respective Representatives in their capacity as such) any furnishing non-public information relating to the Company or any of its Subsidiaries or afford responding to any Person or Group (other than Parent, Merger Sub or communication) any of their respective Representatives in their capacity as such) access to the business, properties, assets, books, records or other non-public informationinquiries regarding, or to any personnel, of the Company or any of its Subsidiaries, in any such case in connection with any Acquisition Proposal or with the intent to induce the making, announcement or submission or announcement of, or to knowingly encourage, facilitate or assist, an Acquisition Proposal or the making of any offer, inquiry, indication of interest proposal or proposal that constitutes or is reasonably expected to lead to an Acquisition Proposal; (iii) participate or engage in discussions or negotiations with any Person or Group with respect to an Acquisition Proposal or with respect to any inquiries from third Persons relating to any offer, indication of interest or proposal relating to an Acquisition Proposal (other than informing such Persons of the provisions contained in this Section 4.1); (iv) approve, endorse or recommend any offer, inquiry, indication of interest or proposal offer that constitutes, or would reasonably be expected to lead to, an Acquisition Proposal; , (vC) enter into any letter of intent, memorandum of understanding, merger agreement, acquisition agreement or other Contract (whether writtenbinding, oral, binding or non-binding, conditional or otherwise) relating with respect to an Acquisition Proposal, or approve, endorse or recommend any Acquisition Proposal or (D) knowingly cooperate with, assist, or participate in any effort by, any Person (or any Representative of a Person) that has made, is seeking to make, has informed the Company or such Stockholder of any intention to make, or has publicly announced an intention to make, any proposal that constitutes, or would reasonably be expected to lead to, any Acquisition Transaction; Proposal, (iii) shall immediately notify Parent or (vi) authorize its Representatives in writing of such Stockholder's receipt of any Acquisition Proposal or commit to do any of the foregoing. Notwithstanding anything to the contrary in this Section 4.1, the Stockholder may, participate or engage in request for discussions or negotiations with, and furnish information and data to, with respect to any Person or Group or their respective Representatives that have delivered to the Company a bona fide written Acquisition Proposal, if and only ifprovide Parent with copies of all documents and other written communications received by such Stockholder setting forth the terms and conditions of such Acquisition Proposal, the Company Board and (acting upon the recommendation iv) shall keep Parent informed on a reasonably prompt and current basis (in any event within twenty-four (24) hours) of the Company Special Committee) or the Company Special Committee has made a Qualified Acquisition Proposal Determination with respect to status of any such Acquisition Proposal received by such Stockholder (including the content and status of all material discussions and communications in accordance with Section 5.4(b) of respect thereof and any change or proposed change to the Merger Agreement.terms thereof). 4

Acquisition Proposals. (a) From Subject to Section 7.03(b) and after the date hereof until the Termination DateSection 7.03(c), the Stockholder hereby covenants and agrees that, except as expressly contemplated pursuant to this Agreement, the Stockholder shall not, and shall cause its managers, directors, officers, employees, consultants, agents, attorneys, representatives and advisors (collectively, “Representatives”) not to, directly or indirectly (i) solicit, initiate, propose or induce the making, submission or announcement of, or knowingly encourage, facilitate or assist, any offer, inquiry, indication none of interest or proposal that constitutes, or is reasonably expected to lead to, an Acquisition Proposal; (ii) furnish to any Person or Group (other than Parent, Merger Sub or any of their respective Representatives in their capacity as such) any non-public information relating to the Company or any of its Subsidiaries shall, nor shall any of them authorize or afford permit, directly or indirectly, any Representative to, directly or indirectly: (i) initiate, solicit, encourage or take any other action to any Person or Group knowingly facilitate (including by way of furnishing information (other than Parentpublic information disseminated through Company SEC Documents, Merger Sub or any of their respective Representatives in their capacity as such) access to the business, properties, assets, books, records press releases or other non-public informationsimilar means)) any inquiries, or to any personnel, of the Company or any of its Subsidiaries, in any such case in connection with any Acquisition Proposal or with the intent to induce the making, submission or announcement of, or to knowingly encourage, facilitate or assist, an Acquisition Proposal offers or the making of any offerproposal or other action that constitutes, inquiryor may reasonably be expected to lead to, indication any Acquisition Proposal; (ii) initiate, engage in, participate in or continue any discussions or negotiations, or furnish or disclose to any Person not a party to this Agreement any information in furtherance of interest any inquiries related to an Acquisition Proposal or proposal that constitutes or is would reasonably be expected to lead to an Acquisition Proposal; (iii) participate enter into any agreement, arrangement or engage in discussions or negotiations with any Person or Group with respect to an Acquisition Proposal or understanding with respect to any inquiries from third Persons relating Acquisition Proposal (including any letter of intent, agreement in principle, memorandum of understanding, confidentiality agreement, expense reimbursement agreement, merger agreement, acquisition agreement, option agreement, joint venture agreement, partnership agreement or other agreement constituting or related to, or intended to, or that would reasonably be expected to lead to, any offer, indication of interest or proposal relating to an Acquisition Proposal (other than informing such Persons of a confidentiality agreement referred to in or permitted by Section 7.03(b)), or that is intended or that would reasonably be expected to result in the provisions contained in abandonment, termination or failure to consummate the Merger or any other transaction contemplated by this Section 4.1Agreement); or (iv) approve(A) fail to make, withdraw (or not continue to make), modify, qualify or amend in a manner adverse to Parent or publicly propose to withdraw or modify in a manner adverse to Parent the Merger Recommendation (it being understood that, subject to and without limitation of ýSection 7.03(b), taking a neutral position or no position with respect to any Acquisition Proposal shall be considered an adverse modification), (B) recommend, adopt, endorse or recommend any offer, inquiry, indication of interest or proposal that constitutesapprove, or would reasonably expected publicly propose to lead torecommend, adopt, endorse or approve, an Acquisition Proposal; (v) enter into any letter of intent, memorandum of understanding, merger agreement, acquisition agreement or other Contract (whether written, oral, binding or non-binding) relating to an Acquisition Proposal or Acquisition Transaction; or (viC) authorize take any action or commit to do make any statement inconsistent with the Merger Recommendation (any of the foregoingforegoing in this clause “ý(iv),” a “Company Adverse Recommendation Change”). Notwithstanding anything The Company shall, and shall cause its Subsidiaries and Representatives to, immediately cease and cause to the contrary be terminated any existing solicitations, discussions, negotiations or communications with any party or parties that have made or indicated an interest or intention to make an Acquisition Proposal; provided, that nothing in this Section 4.1, 7.03 shall preclude the Stockholder may, participate or engage in discussions or negotiations with, and furnish information and data toCompany, any Person or Group of its Subsidiaries or their respective Representatives from complying with the provisions of the immediately following sentence. The Company shall promptly request each Person that have delivered has heretofore executed a confidentiality agreement in connection with a potential Acquisition Proposal (other than Parent and its Affiliates) to return or destroy all confidential information heretofore furnished to such Person by or on behalf of the Company or any of its Subsidiaries. The Company shall promptly notify Parent (and in any event within 24 hours) upon receipt by the Company or any of its Subsidiaries (including through a notification by its Representatives) of (y) any request for information relating to the Company a bona fide written or any of its Subsidiaries (other than requests for information in the Ordinary Course and unrelated to an Acquisition Proposal), if or (z) any inquiry or request for discussion or negotiations regarding an Acquisition Proposal and, in each case the Company shall provide Parent with a copy of any such request or inquiry (or a summary of any oral request or inquiry). The Company shall not, and only ifshall cause its Subsidiaries not to, enter into any agreement with any person subsequent to the date of this Agreement, which prohibits the Company from providing such information to Parent or requires the Company to negotiate on an exclusive basis. The Company shall not, and shall cause each of its Subsidiaries not to terminate, waive amend or modify any provision of any existing standstill to which it or any of its Subsidiaries is party, and the Company shall, and shall cause its Subsidiaries to seek enforcement of the provisions of any such agreement, in each case, except to the extent the Company Board determines in good faith (acting upon the recommendation of the Company Special Committeeafter consultation with its outside legal counsel) or the Company Special Committee has made a Qualified Acquisition Proposal Determination with respect that such action would be reasonably likely to such Acquisition Proposal in accordance with Section 5.4(b) of the Merger Agreementviolate its fiduciary obligations under applicable Law.

Acquisition Proposals. (a) From and after the date hereof until the Termination Dateearlier to occur of the Closing Date or the termination of this Agreement pursuant to Article X hereof, the Stockholder hereby covenants Company and agrees that, except as expressly contemplated pursuant to this Agreement, the Stockholder Sellers shall not, and the Company shall use its reasonable best efforts to cause its managers, directors, officers, employees, consultants, agentsor any of its investment bankers, attorneys, accountants or other advisors, agents or representatives and advisors (collectively, “Representatives”) not to, directly or indirectly (i) indirectly, participate in any discussions or negotiations regarding, or solicit, initiate, propose initiate or induce encourage the making, submission or announcement of, or knowingly encourage, facilitate or assist, any offer, inquiry, indication of interest or proposal that constitutes, or is reasonably expected to lead to, an Acquisition Proposal; (ii) , or furnish to any Person or Group (other than Parent, Merger Sub or any of their respective Representatives in their capacity as such) information for any non-public information relating to the Company or any of its Subsidiaries or afford to any Person or Group (other than Parent, Merger Sub or any of their respective Representatives in their capacity as such) access to the business, properties, assets, books, records or other non-public information, or to any personnel, of the Company or any of its Subsidiaries, in any such case purpose in connection with any an Acquisition Proposal or with the intent to induce the making, submission or announcement ofProposal, or to knowingly encourageotherwise cooperate in any way with, or assist or participate in, facilitate or assistencourage, an Acquisition Proposal any effort or the making of attempt by any offer, inquiry, indication of interest other Person to do or proposal that constitutes or is reasonably expected to lead to an Acquisition Proposal; (iii) participate or engage in discussions or negotiations with any Person or Group with respect to an Acquisition Proposal or with respect to any inquiries from third Persons relating to any offer, indication of interest or proposal relating to an Acquisition Proposal (other than informing such Persons of the provisions contained in this Section 4.1); (iv) approve, endorse or recommend any offer, inquiry, indication of interest or proposal that constitutes, or would reasonably expected to lead to, an Acquisition Proposal; (v) enter into any letter of intent, memorandum of understanding, merger agreement, acquisition agreement or other Contract (whether written, oral, binding or non-binding) relating to an Acquisition Proposal or Acquisition Transaction; or (vi) authorize or commit seek to do any of the foregoing. Notwithstanding anything to the contrary The Company will (a) immediately notify Buyer orally and in this Section 4.1, the Stockholder may, participate or engage in writing if any discussions or negotiations withare sought to be initiated, any inquiry or proposal is made, or any information is requested by any Person with respect to any Acquisition Proposal or proposal which could lead to an Acquisition Proposal, (b) immediately notify Buyer of all material terms of any Acquisition Proposal including the identity of the Person making the Acquisition Proposal or the request for information, and furnish information and data to, any Person (c) in the event a third party makes a written offer or Group or their respective Representatives that have delivered proposal to the Company a bona fide written with respect to any Acquisition Proposal, the Company will promptly send to Buyer a copy of any such written offer or proposal. The Company and the Sellers shall, and shall cause each of their respective officers, directors, employees, investment bankers, attorneys, accountants and other advisors, agents or representatives to, immediately cease and cause to be terminated all discussions and negotiations that have taken place prior to the date hereof, if and only ifany, with any Persons with respect to any Acquisition Proposal. In addition, the Company Board (acting upon shall take all steps reasonably necessary to enforce any existing standstill, non-solicitation, confidentiality or other agreements between the recommendation Company and third parties relating to any Acquisition Proposal, and shall not terminate, waive or modify such agreements prior to the Closing without the prior written consent of the Buyer. The Company Special Committee) agrees that it shall be responsible for any breach of this Section 6.9 by any of its directors, officers, employees, or any of its investment bankers, attorneys, accountants or other advisors, agents or representatives, as if the Company Special Committee has made a Qualified Acquisition Proposal Determination with respect foregoing were parties to such Acquisition Proposal in accordance with this Agreement and bound by this Section 5.4(b) of the Merger Agreement6.9.

Acquisition Proposals. (a) From and after the date hereof until the Termination DateExcept as otherwise expressly contemplated by this Section 8.4, the Stockholder hereby covenants and agrees that, except as expressly contemplated pursuant to this Agreement, the Stockholder Company shall not, and nor shall cause it authorize or permit any of its managers, directors, officers, employees, consultants, agents, attorneys, representatives and advisors (collectively, “Representatives”) not Representatives to, directly or indirectly indirectly, (i) solicit, solicit or initiate, propose or induce the making, submission or announcement of, or knowingly encourage, induce or facilitate or assist, (including by way of providing information) any offer, inquiry, indication of interest or proposal that constitutes, or is reasonably expected to lead to, an Acquisition Proposal; (ii) furnish to any Person or Group (other than Parent, Merger Sub Alternative Transaction Proposal or any of their respective Representatives in their capacity as such) any non-public information relating to the Company or any of its Subsidiaries or afford to any Person or Group (other than Parent, Merger Sub or any of their respective Representatives in their capacity as such) access to the business, properties, assets, books, records or other non-public information, or to any personnel, of the Company or any of its Subsidiaries, in any such case in connection with any Acquisition Proposal or with the intent to induce the making, submission or announcement of, or to knowingly encourage, facilitate or assist, an Acquisition Proposal or the making of any offer, inquiry, indication of interest inquiry or proposal that constitutes or is may reasonably be expected to lead to result in an Acquisition Alternative Transaction Proposal; , (iiiii) participate or engage in any discussions or negotiations with any Person regarding, or Group furnish to any Person any non-public information with respect to to, or cooperate in any way with any Person (whether or not a Person making an Acquisition Proposal or Alternative Transaction Proposal) with respect to any inquiries from third Persons relating to Alternative Transaction Proposal or any offer, indication of interest inquiry or proposal relating that may reasonably be expected to result in an Acquisition Proposal Alternative Transaction Proposal, (other than informing such Persons of the provisions contained in this Section 4.1); iii) approve or recommend any Alternative Transaction Proposal, (iv) approve, endorse approve or recommend any offer, inquiry, indication of interest or proposal that constitutesrecommend, or would reasonably expected to lead toexecute or enter into, an Acquisition Proposal; (v) enter into any letter of intent, agreement in principle, memorandum of understanding, merger agreement, acquisition asset or share purchase or share exchange agreement, option agreement or other Contract similar agreement related to any Alternative Transaction Proposal (whether writtenan “Acquisition Agreement”) or (v) enter into any agreement or agreement in principle requiring the Company to abandon, oralterminate or fail to consummate the transactions contemplated hereby or breach its obligations hereunder. The Company shall, binding and shall cause its Representatives to, immediately cease and cause to be terminated all existing discussions or negotiations (if any) with any Person conducted heretofore with respect to any Alternative Transaction Proposal, or any inquiry or proposal that may reasonably be expected to result in an Alternative Transaction Proposal, request the prompt return or destruction of all confidential information previously furnished and immediately terminate all physical and electronic data room access previously granted to any such Person or its Representatives. Notwithstanding the foregoing, if in response to an unsolicited bona fide written Alternative Transaction Proposal, which did not result from any breach of this Section 8.4, the Company Board or any committee thereof determines in good faith (after consultation with its outside legal and financial advisors) that such Alternative Transaction Proposal is, or is reasonably likely to result in, a Superior Proposal, then the Company may, subject to compliance with Section 8.4(e), prior to (but not after) the receipt of the Company Stockholder Approval: (x) furnish information (including non-bindingpublic information) relating with respect to the Company and the Company Subsidiaries to the Person making such Alternative Transaction Proposal (and its Representatives) pursuant to an Acquisition Proposal Acceptable Confidentiality Agreement; provided, that a copy of all such information not previously provided to Parent (or Acquisition Transaction; or its Representatives) (vi) authorize or commit to do any together with a copy of the foregoing. Notwithstanding anything Alternative Transaction Proposal) is provided to Parent substantially concurrently with the contrary in this Section 4.1time it is provided to such Person, the Stockholder may, and (y) participate or engage in discussions or negotiations withwith the Person making such Alternative Transaction Proposal (and its Representatives) regarding the terms of such Alternative Transaction Proposal; provided, that the Company shall within 24 hours provide Parent with a written summary of the discussions and furnish information and data tonegotiations with respect to the Alternative Transaction Proposal. The Company agrees that neither it nor any of the Company Subsidiaries shall terminate, waive, amend, modify or fail to enforce any existing standstill or confidentiality obligations (if any) owed by any Person or Group or their respective Representatives that have delivered to the Company or the Company Subsidiaries, in each case, except to the extent necessary to permit the Company to take an action it is otherwise permitted to take under this Section 8.4(a)(x) or (y) in full compliance with such provision; provided, that the Company (on behalf of itself and the Company Subsidiaries) hereby waives any such standstill obligation to the extent necessary to permit a Person otherwise covered by such standstill to submit a confidential unsolicited bona fide written Acquisition Proposal, if and only ifAlternative Transaction Proposal to the Company Board. For purposes of clarification, the Company Board (acting upon the recommendation taking of any of the Company Special Committeeactions contemplated by clause (x) or the Company Special Committee has made a Qualified Acquisition Proposal Determination with respect to such Acquisition Proposal in accordance with Section 5.4(b(y) of the Merger Agreementthis Section 8.4(a) shall be deemed not to be an Adverse Recommendation Change.

Acquisition Proposals. (a) From and after the date hereof until the Termination Date, the Stockholder hereby covenants and agrees thatSo long as this Agreement remains in effect, except as otherwise expressly contemplated pursuant to permitted by this Agreement, the Stockholder RBI shall not, and shall not authorize, permit or cause its managersany RBI Subsidiary and their respective officers, directors, officersor employees or any investment bankers, employeesfinancial advisors, attorneys, accountants, consultants, agents, attorneys, representatives and advisors agents or other representative retained by RBI or any RBI Subsidiary (collectively, the “RBI Representatives”) not to, directly or indirectly indirectly: (iA) initiate, solicit, initiateinduce or encourage (including by way of furnishing information), propose or induce take any action to facilitate the making, submission or announcement making of, or knowingly encourage, facilitate or assist, any offer, inquiry, indication of interest offer or proposal that constitutes, relates or is could reasonably expected to lead to, an Acquisition Proposal; (ii) furnish to any Person or Group (other than Parent, Merger Sub or any of their respective Representatives in their capacity as such) any non-public information relating to the Company or any of its Subsidiaries or afford to any Person or Group (other than Parent, Merger Sub or any of their respective Representatives in their capacity as such) access to the business, properties, assets, books, records or other non-public information, or to any personnel, of the Company or any of its Subsidiaries, in any such case in connection with any Acquisition Proposal or with the intent to induce the making, submission or announcement of, or to knowingly encourage, facilitate or assist, an Acquisition Proposal or the making of any offer, inquiry, indication of interest or proposal that constitutes or is reasonably be expected to lead to an Acquisition Proposal; (iiiB) participate or engage in discussions or negotiations with any Person or Group with respect to an Acquisition Proposal or with respect respond to any inquiries from third Persons inquiry relating to any offer, indication of interest or proposal relating to an Acquisition Proposal (other than informing such Persons of the provisions contained in this Section 4.1); (iv) approve, endorse or recommend any offer, inquiry, indication of interest or proposal that constitutes, or would reasonably expected to lead to, an Acquisition Proposal; (vC) recommend or endorse an Acquisition Proposal; (D) participate in any discussions or negotiations regarding any Acquisition Proposal or furnish, or otherwise afford access, to any person (other than OLB) any information or data with respect to RBI or any RBI 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 RBI or any RBI Subsidiary is a party; or (F) enter into any agreement, agreement in principle, letter of intentintent or similar instrument, memorandum of understanding, merger including any exclusivity agreement, acquisition 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 other Contract (whether written, oral, binding or non-binding) similar instrument relating to an Acquisition Proposal. Any violation of the foregoing restrictions by RBI or any RBI Representative, whether or not such RBI Representative is so authorized and whether or not such RBI Representative is purporting to act on behalf of RBI or otherwise, shall be deemed to be a breach of this Agreement by RBI. RBI and each RBI Subsidiary shall, and shall cause each of the RBI Representatives to, immediately cease and cause to be terminated any and all existing discussions, negotiations, and communications with any Persons with respect to any existing or potential Acquisition Proposal. Notwithstanding the foregoing, prior to the approval of the Agreement and the Merger by RBI’s stockholders at the RBI Common Stockholders’ Meeting, RBI may respond to an inquiry, furnish nonpublic information regarding RBI and the RBI Subsidiaries to, or enter into discussions with, any Person in response to an unsolicited Acquisition Proposal that is submitted to RBI by such Person (and not withdrawn) if (A) RBI’s board of directors determines in good faith, after consultation with and having considered the advice of its outside legal counsel and the advice of Xxxxxxx Financial Advisors, Inc., that such Acquisition Proposal constitutes or Acquisition Transaction; or is reasonably likely to lead to a Superior Proposal (vias defined below), (B) authorize or commit to do RBI has not violated any of the foregoing. Notwithstanding anything to the contrary restrictions set forth in this Section 4.15.7(a)(ii), (C) RBI’s board of directors determines in good faith, after consultation with and based upon the Stockholder mayadvice of its outside legal counsel and the advice of Xxxxxxx Financial Advisors, participate Inc., that such action is required in order for the board of directors to comply with its fiduciary obligations under applicable law, and (D) at least two Business Days prior to furnishing any nonpublic information to, or engage entering into discussions with, such Person, RBI provides OLB written notice of the identity of such Person and of RBI’s intention to furnish nonpublic information to, or enter into discussions with, such Person and RBI 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 any exclusive right to negotiate with RBI. RBI shall promptly provide to OLB any non-public information regarding RBI or any RBI Subsidiary provided to any other Person that was not previously provided to OLB, such additional information to be provided no later than the date of provision of such information to such other Person. RBI shall promptly (and in any event within 24 hours) notify OLB in writing if any proposals or offers are received by, any information is requested from, or any negotiations or discussions are sought to be initiated or continued with, RBI or any RBI Representatives, in each case in connection with any Acquisition Proposal, and such notice shall indicate the name of the Person initiating such discussions or negotiations withor making such proposal, offer or information request and the material terms and conditions of any proposals or offers (and, in the 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)). RBI 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). RBI further agrees that it will provide OLB with the opportunity to present its own proposal to the RBI board of directors in response to any such proposal or offer, and furnish information and data to, any Person or Group or their respective Representatives that have delivered to the Company a bona fide written Acquisition Proposal, if and only if, the Company Board (acting upon the recommendation of the Company Special Committee) or the Company Special Committee has made a Qualified Acquisition Proposal Determination negotiate with OLB in good faith with respect to any such Acquisition Proposal in accordance with Section 5.4(b) of the Merger Agreementproposal.

Acquisition Proposals. (a) From Except as permitted by this Section 7.9, Parent and Company shall, and each shall instruct its Subsidiaries and Representatives to, from and after the date hereof until the Termination Date, earlier of the Stockholder hereby covenants Effective Time and agrees that, except as expressly contemplated the date on which this Agreement is terminated pursuant to this Agreement, the Stockholder shall Section 9.1: (i) not, and shall cause its managers, directors, officers, employees, consultants, agents, attorneys, representatives and advisors (collectively, “Representatives”) not to, directly or indirectly indirectly, (iA) solicit, initiate, propose or induce the making, submission or announcement of, solicit or knowingly encourageencourage or knowingly facilitate any inquiries, facilitate expressions of interest, proposals or assist, any offer, inquiry, indication of interest offers that constitute or proposal that constitutes, or is would reasonably expected to lead to, an Acquisition Proposal; (ii) furnish to any Person or Group (other than Parent, Merger Sub or any of their respective Representatives in their capacity as such) any non-public information relating to the Company or any of its Subsidiaries or afford to any Person or Group (other than Parent, Merger Sub or any of their respective Representatives in their capacity as such) access to the business, properties, assets, books, records or other non-public information, or to any personnel, of the Company or any of its Subsidiaries, in any such case in connection with any Acquisition Proposal or with the intent to induce the making, submission or announcement of, or to knowingly encourage, facilitate or assist, an Acquisition Proposal or the making of any offer, inquiry, indication of interest or proposal that constitutes or is reasonably be expected to lead to an Acquisition Proposal; , (iiiB) participate or engage in or otherwise participate in any discussions or negotiations with regarding an Acquisition Proposal or that would reasonably be expected to lead to an Acquisition Proposal (other than, in response to an unsolicited inquiry, to ascertain facts from the Person making such Acquisition Proposal for the sole purpose of informing itself about such Acquisition Proposal and the Person that made it and to refer the inquiring Person to this Section 7.9), (C) provide (including through access to any data room) any non-public information to any Person relating to the Parent or Group the Company, or any of their respective Subsidiaries with respect to an Acquisition Proposal or with respect to any inquiries from third Persons relating to any offer, indication that the Parent or Company reasonably expects would be used for the purposes of interest or proposal relating to an Acquisition Proposal (other than informing such Persons of the provisions contained in this Section 4.1); (iv) approve, endorse or recommend any offer, inquiry, indication of interest or proposal that constitutes, or would reasonably expected to lead to, formulating an Acquisition Proposal; , (vD) enter into any agreement, letter of intent, memorandum of understanding, merger agreementagreement in principle or Contract with respect to any Acquisition Proposal (other than an Acceptable Confidentiality Agreement entered into in accordance with the terms of this Agreement) (each, acquisition agreement or other Contract an “Alternative Acquisition Agreement”), (whether written, oral, binding or non-bindingE) relating to an submit any Acquisition Proposal or Acquisition Transaction; any matter related thereto to the vote of the stockholders of the Parent or the Company, or (viF) authorize resolve or commit agree to do any of the foregoing. Notwithstanding anything ; and (ii) immediately cease and cause to the contrary in this Section 4.1be terminated all discussions, the Stockholder maynegotiations, participate solicitation or engage in discussions or negotiations with, and furnish information and data to, encouragement with any Person or Group or their respective Representatives Persons that have delivered to the Company a bona fide written Acquisition Proposal, if and only if, the Company Board (acting upon the recommendation of the Company Special Committee) or the Company Special Committee has made a Qualified Acquisition Proposal Determination may be ongoing with respect to such an Acquisition Proposal in accordance with Section 5.4(b) as of the Merger Agreementdate hereof. Promptly (and in any event within forty-eight (48) hours) after the date hereof, the Parent or Company, as applicable, shall terminate or cause to be terminated access to any data room or other access to the data of the Parent or Company, as applicable, in each case relating to or in connection with, any potential Acquisition Proposal and shall instruct each Person that has previously executed a confidentiality agreement in connection with such Person’s consideration of an Acquisition Proposal to return to the Parent or Company, as applicable, or destroy any non-public information previously furnished to such Person or to any Representatives of such Person by or on behalf of the Parent or Company, as applicable.

Acquisition Proposals. (a) From and after the date hereof until the Termination Date, the Stockholder hereby covenants and The Company agrees that, except as expressly contemplated pursuant to this Agreement, the Stockholder shall that it will not, and shall will cause its managersSubsidiaries and its and their officers, directors, officersemployees and controlled affiliates and its and their agents, employeesadvisors, consultants, agents, attorneys, and other representatives and advisors (collectively, “Representatives”) not to, directly or indirectly indirectly, (i) initiate, solicit, initiateknowingly encourage or knowingly facilitate inquiries, propose offers or induce proposals, or the making, submission or announcement ofof inquiries, offers or proposals, which constitute, or knowingly encourage, facilitate or assist, any offer, inquiry, indication of interest or proposal that constitutes, or is could reasonably be expected to lead to, an Acquisition Proposal; , (ii) furnish to engage or participate or continue any Person or Group (other than Parent, Merger Sub discussions or any of their respective Representatives negotiations with any person concerning any Acquisition Proposal, (iii) provide any confidential or nonpublic information or data to, or have or participate in their capacity as such) any non-public information discussions with, any person relating to the Company or any of its Subsidiaries or afford to any Person or Group (other than Parent, Merger Sub or any of their respective Representatives in their capacity as such) access to the business, properties, assets, books, records or other non-public information, or to any personnel, of the Company or any of its Subsidiaries, in any such case in connection with any Acquisition Proposal or with the intent to induce the making, submission or announcement of, or to knowingly encourage, facilitate or assist, an Acquisition Proposal or the making of any offer, inquiry, indication of interest offer or proposal that constitutes or is could reasonably be expected to lead to an Acquisition Proposal; (iii) participate or engage in discussions or negotiations with any Person or Group , except to notify a person that makes an inquiry with respect to an Acquisition Proposal or with respect to any inquiries from third Persons relating to any offerProposal, indication of interest or proposal relating to an Acquisition Proposal (other than informing such Persons the existence of the provisions contained in of this Section 4.16.9(a); , (iv) approve, endorse endorse, recommend or recommend any offer, inquiry, indication of interest execute or proposal that constitutes, or would reasonably expected to lead to, an Acquisition Proposal; (v) enter into any letter of intent, memorandum of understanding, merger agreement, acquisition agreement or other Contract (whether writtenagreement in principle relating to any Acquisition Proposal or any inquiry, oral, binding offer or non-binding) relating proposal that could reasonably be expected to lead to an Acquisition Proposal Proposal, (v) otherwise knowingly facilitate any effort or attempt to make an Acquisition Transaction; Proposal, including by granting any waiver, amendment or release under any standstill agreement or any standstill provision of any other contract or agreement (except that the Board of Directors of the Company, or any committee thereof, may grant any such waiver, amendment or release if it has determined in good faith, after consultation with its outside legal counsel, that failure to take such action would be inconsistent with the directors’ fiduciary duties under applicable Law) or any Takeover Statutes or (vi) authorize resolve, publicly propose or commit agree to do any of the foregoing. Notwithstanding anything ; provided, that, prior to the contrary time that the Requisite Company Vote is obtained, in the event the Company receives an unsolicited, bona fide, written Acquisition Proposal that did not result from a material breach of this Section 4.16.9, which the Board of Directors of the Company determines in good faith, after receiving the advice of its outside legal counsel and, with respect to financial matters, its financial advisor (x) constitutes a Superior Proposal or (y) could reasonably be expected to lead to a Superior Proposal, then the Company may, and may authorize its Subsidiaries and their respective Representatives to, furnish or cause to be furnished nonpublic information or data and participate in such negotiations or discussions to the extent that the Board of Directors of the Company concludes in good faith (after receiving the advice of its outside legal counsel and, with respect to financial matters, its financial advisor) that the failure to take the foregoing actions would be inconsistent with the directors’ fiduciary duties under applicable Law; provided, further, that (A) prior to providing any nonpublic information permitted to be provided pursuant to the foregoing proviso, the Stockholder mayCompany shall have entered into a confidentiality agreement with such third party on terms no less favorable to it than the Confidentiality Agreement, participate or engage in which confidentiality agreement shall not provide such person with any exclusive right to negotiate with the Company and shall expressly permit the Company’s compliance with the provisions of this Agreement (an “Acceptable Confidentiality Agreement”) and (B) the Company shall promptly provide to Parent any nonpublic information to be provided to such third party that was not previously provided to Parent. The Company will, and will cause its Representatives to, immediately cease and cause to be terminated any activities, discussions or negotiations with, conducted before the date of this Agreement with any person other than Parent and furnish information its affiliates and data to, Representatives with respect to any Person or Group or their respective Representatives that have delivered to the Company a bona fide written Acquisition Proposal, if including by terminating all physical and only ifelectronic data room access previously granted to any such person or its Representatives, and the Company shall promptly request the prompt return or destruction of all confidential information previously furnished to any such other person (subject to the terms of any confidentiality agreement with each such person). The Company will promptly (and in any event within forty-eight (48) hours of the Company’s knowledge of such event) advise Parent in writing of the receipt of any Acquisition Proposal or any inquiry which could reasonably be expected to lead to an Acquisition Proposal, and the substance thereof (including, subject to the terms of any confidentiality agreement entered into by the Company prior to the date hereof, the Company Board material terms and conditions of and the identity of the person making such inquiry or Acquisition Proposal, and copies of all written requests, proposals, offers or proposed agreements received by the Company), and will keep Parent reasonably and promptly (acting upon and in any event within forty-eight (48) hours) informed of any related developments, discussions and negotiations on a current basis, including any amendments to or revisions of the recommendation material terms of such inquiry or Acquisition Proposal. As used in this Agreement, “Acquisition Proposal” means, other than the transactions contemplated by this Agreement or any proposal or offer from Parent or any of its affiliates, whether in one transaction or in a series of transactions, any offer, proposal or inquiry relating to, or any third party indication of interest in, (i) any acquisition or purchase, direct or indirect, of 20% or more of the consolidated assets (including capital stock of the Company’s Subsidiaries), revenue or net income of the Company Special Committeeand its Subsidiaries, taken as a whole, or 20% or more of any class of equity or voting securities of the Company or one or more of the Company’s Subsidiaries whose assets, individually or in the aggregate, constitute more than 20% of the consolidated assets of the Company (the “Material Subsidiaries”), (ii) any tender offer (including a self-tender offer) or exchange offer which, if consummated, would result in such third party beneficially owning 20% or more of any class of equity or voting securities of the Company Special Committee has made a Qualified Acquisition Proposal Determination with respect to such Acquisition Proposal in accordance with Section 5.4(b) or one or more of the Merger AgreementMaterial Subsidiaries, or (iii) a merger, consolidation, share exchange, business combination, reorganization, recapitalization, liquidation, dissolution or other similar transaction involving the Company or one or more of the Material Subsidiaries.

Acquisition Proposals. (a) From and after the date hereof until the Termination DateSubject to Section 3.15, the such Stockholder hereby covenants and agrees that, except as expressly contemplated pursuant to this Agreement, the that such Stockholder shall not, and he or it shall cause not authorize or permit any of such Stockholder’s controlled Affiliates or any of such Stockholder’s or its managerscontrolled Affiliate’s officers, directors, officersemployees, employeesrepresentatives, consultants, agentsinvestment bankers, attorneys, representatives and advisors accountants or other agents (collectively, “Representatives”) not to, directly or indirectly (i) solicit, initiate, propose solicit or induce the making, submission knowingly encourage (including by way of furnishing non-public information or announcement ofassistance), or knowingly encourageinduce, or knowingly take any action to facilitate or assistthe making of, any offer, inquiry, indication of interest offer or proposal that constitutes, which constitutes or is would reasonably be expected to lead to, an to any Acquisition Proposal; , (ii) enter into, continue or otherwise participate in any discussions or negotiations with, furnish to any Person or Group (other than Parent, Merger Sub or any of their respective Representatives in their capacity as such) any non-public information relating to the Company or any of its Subsidiaries or afford to the Subject Shares to, or otherwise cooperate in any way with any Person or Group (other than Parent, Merger Sub or any of their respective Representatives in their capacity as such) access to the business, properties, assets, books, records or other non-public information, or to any personnel, of the Company Parent or any of its Subsidiaries, in any such case in connection with any Acquisition Proposal Affiliates or with the intent Representatives) that is seeking to induce the making, submission or announcement ofmake, or to knowingly encourage, facilitate or assisthas made, an Acquisition Proposal or the making of any offerProposal, inquiry, indication of interest or proposal that constitutes or is reasonably expected to lead to an Acquisition Proposal; (iii) participate approve or engage in discussions recommend, or negotiations with publicly propose to approve or recommend, any Person or Group with respect to an Acquisition Proposal or with respect to any inquiries from third Persons relating to any offerProposal, indication of interest or proposal relating to an Acquisition Proposal (other than informing such Persons of the provisions contained in this Section 4.1); (iv) approve, endorse or recommend make any offer, inquiry, indication of interest public statement or proposal inconsistent with the Company Board Recommendation, (v) make, or participate in, whether alone or in concert with others, any “solicitation” (as such term is used in the rules of the SEC) of proxies or consents to vote any securities of the Company in favor of any Acquisition Proposal, (vi) enter into any merger agreement, letter of intent, share purchase agreement, asset purchase agreement or share exchange agreement, option agreement or other similar agreement relating to or any understanding or agreement contemplating or otherwise relating to, or that constitutes, is intended to or would reasonably be expected to lead to, an any Acquisition Proposal; (v) enter into any letter of intent, memorandum of understanding, merger agreement, acquisition agreement or other Contract (whether written, oral, binding or non-binding) relating to an Acquisition Proposal or Acquisition Transaction; or (vivii) authorize or commit agree to do any of the foregoing. Notwithstanding anything Each Stockholder promptly (and in any event within 24 hours) shall notify (or cause the Company to the contrary in this Section 4.1, the Stockholder may, participate or engage in discussions or negotiations with, and furnish information and data tonotify) Parent if any proposals are received by, any Person non-public information is requested from, or Group any negotiations or their respective discussions are sought to be initiated or continued with such Stockholder, its Representatives, controlled Affiliates, or Representatives that have delivered to of controlled Affiliates, in each case, in connection with an Acquisition Proposal or the Company a bona fide written possibility or consideration of making an Acquisition Proposal, if and only if, which notice shall identify the Company Board (acting upon the recommendation name of the Company Special CommitteePerson making such proposal or request or seeking such negotiations or discussions and include copies of all correspondence and written materials provided to such Stockholder, its Representatives, controlled Affiliates or Representatives of controlled Affiliates that describe the terms and conditions of any proposal or request and a reasonable description of any terms and conditions of any such proposal or request that were communicated orally. Such Stockholder and its controlled Affiliates and their Representatives shall immediately cease and cause to be terminated all discussions, negotiations and communications, if any, with any Persons (other than Parent) or the Company Special Committee has made a Qualified Acquisition Proposal Determination with respect to such any Acquisition Proposal in accordance with Section 5.4(b) and shall take the steps necessary to inform its controlled Affiliates and Representatives of the Merger obligations undertaken pursuant to this Agreement, including this Section 2.10. Any violation of this Section 2.10 by any of the Stockholder’s controlled Affiliates or Representatives shall be deemed to be a violation by the Stockholder of this Section 2.10.

Acquisition Proposals. (a) From and after the date hereof until the Termination DateExcept as permitted by this Section 5.2, the Stockholder hereby covenants and agrees that, except as expressly contemplated pursuant to this Agreement, the Stockholder Company shall not, and shall cause its managers, Subsidiaries and its and their directors, officersofficers and employees not to, employees, consultants, agents, attorneys, representatives and advisors (collectively, “Representatives”) shall use its reasonable best efforts to cause its and their Affiliates and other Representatives not to, directly or indirectly indirectly, (i) solicit, initiate, propose or induce the making, submission or announcement of, solicit or knowingly encourage, facilitate or assistknowingly encourage any inquiries, Table of Contents discussions or requests with respect to or the making of any offer, inquiry, indication of interest proposal or proposal offer that constitutes, constitutes or is would reasonably be expected to lead toto an Acquisition Proposal (an “Inquiry”), (ii) enter into, continue or otherwise engage or participate in any discussions or negotiations regarding an Acquisition Proposal or Inquiry or that would reasonably be expected to lead to an Acquisition Proposal; (ii) furnish , or provide access to any Person its properties, books or Group (other than Parent, Merger Sub records or any of their respective Representatives in their capacity as such) any non-public information to any Person relating to the Company or any of its Subsidiaries in connection with the foregoing, (iii) enter into any other acquisition agreement, option agreement, joint venture agreement, partnership agreement, letter of intent, term sheet, merger agreement or afford to any Person or Group similar agreement (other than Parent, Merger Sub or any of their respective Representatives in their capacity as suchan Acceptable Confidentiality Agreement) access to the business, properties, assets, books, records or other non-public information, or to any personnel, of the Company or any of its Subsidiaries, in any such case in connection with any Acquisition Proposal or with the intent to induce the making, submission or announcement of, or to knowingly encourage, facilitate or assist, an Acquisition Proposal or the making of any offer, inquiry, indication of interest or proposal that constitutes or is reasonably expected to lead to an Acquisition Proposal; (iii) participate or engage in discussions or negotiations with any Person or Group with respect to an Acquisition Proposal or with respect to any inquiries from third Persons relating to any offer(an “Alternative Acquisition Agreement”), indication of interest or proposal relating to an Acquisition Proposal (other than informing such Persons of the provisions contained in this Section 4.1); (iv) approve, endorse endorse, declare advisable or recommend any offer, inquiry, indication of interest or proposal that constitutes, or would reasonably expected to lead to, an Acquisition Proposal; , (v) enter into take any letter action to make the provisions of intent, memorandum any Takeover Statute or any restrictive provision of understanding, merger agreement, acquisition agreement any applicable anti-takeover provision in the certificate of incorporation or other Contract (whether written, oral, binding or non-binding) relating bylaws of the Company inapplicable to an any transactions contemplated by any Acquisition Proposal or Acquisition Transaction; or (vi) authorize authorize, commit to, agree or commit publicly propose to do any of the foregoing. Notwithstanding anything The Company shall, and shall cause its Subsidiaries and its and their directors, officers and employees and shall instruct its Affiliates and other Representatives to, (x) immediately cease all solicitations, discussions and negotiations with any other Persons that may be ongoing with respect to an Acquisition Proposal as of the date hereof and request that each such Person promptly return or destroy all confidential information furnished to such Person by or on behalf of the Company in connection with any such Acquisition Proposal and (y) not terminate, amend, release or modify any provision of any standstill agreement to which it or any of its Subsidiaries is a party, except that the Company may grant a limited waiver, amendment or release under any confidentiality or standstill agreement to the contrary in this Section 4.1, the Stockholder may, participate or engage in discussions or negotiations with, and furnish information and data to, any Person or Group or their respective Representatives that have delivered extent necessary to allow for a confidential Acquisition Proposal to be made to the Company a bona fide written Acquisition Proposal, if and only if, or the Company Board so long as the Company promptly (acting upon and in any event within twenty-four (24) hours thereafter) notifies Parent thereof (including the recommendation identity of such counterparty (except to the extent prohibited by any Contract in effect as of the Company Special Committeedate hereof)) after granting any such limited waiver, amendment or the Company Special Committee has made a Qualified Acquisition Proposal Determination with respect to such Acquisition Proposal release as provided in accordance with Section 5.4(b) of the Merger Agreement5.2(e).

Acquisition Proposals. (a) From and after Except as permitted by this Section 6.1 or Section 6.3, during the date hereof until the Termination DatePre-Closing Period, the Stockholder hereby covenants and agrees that, except as expressly contemplated pursuant to this Agreement, the Stockholder Company shall not, and shall cause its managers, subsidiaries and its and its subsidiaries’ directors, officers, employees, consultants, agents, and employees and the attorneys, investment bankers and other advisors or representatives and advisors (collectively, “Representatives”) of the Company and its subsidiaries not to, directly or indirectly indirectly, (i) solicit, initiate, propose solicit or knowingly induce or encourage or otherwise knowingly facilitate (including by providing information) any inquiries with respect to, or the making, submission or announcement making of, or knowingly encourage, facilitate or assist, any offer, inquiry, indication of interest or proposal that constitutes, or is reasonably expected to lead to, an Acquisition Proposal; (ii) furnish to any Person or Group (other than Parent, Merger Sub or any of their respective Representatives in their capacity as such) any non-public information relating to the Company or any of its Subsidiaries or afford to any Person or Group (other than Parent, Merger Sub or any of their respective Representatives in their capacity as such) access to the business, properties, assets, books, records or other non-public information, or to any personnel, of the Company or any of its Subsidiaries, in any such case in connection with any Acquisition Proposal or with the intent to induce the making, submission or announcement of, or to knowingly encourage, facilitate or assist, an Acquisition Proposal or the making of any offer, inquiry, indication of interest offer or proposal that constitutes or is could reasonably be expected to lead to an Acquisition Proposal; , (iiiii) engage in, continue or otherwise participate in any negotiations or engage in discussions concerning, or negotiations with provide access to its properties, books and records or any confidential or non-public information or data to, any Person for the purpose of encouraging or Group with respect to facilitating an Acquisition Proposal or with respect to any inquiries from third Persons relating to any offerinquiry, indication of interest offer or proposal relating that could reasonably be expected to lead to an Acquisition Proposal (other than informing provided that, notwithstanding the foregoing, the Company may (x) notify such Persons Person of the provisions contained in existence of this Section 4.16.1, and (y) in response to a bona fide Acquisition Proposal after the date hereof that was not initiated, solicited, knowingly encouraged or facilitated in, and did not otherwise result from a, violation of this Section 6.1, contact such Person and its Representatives for the purpose of clarifying the material terms of any such Acquisition Proposal and the likelihood and timing of consummation thereof); , (iviii) approve, endorse or recommend any offer, inquiry, indication of interest or proposal that constitutesrecommend, or would reasonably expected propose publicly to lead toapprove, an endorse or recommend, any Acquisition Proposal; , or (viv) execute or enter into into, any letter of intent, memorandum of understandingagreement in principle, merger agreement, acquisition agreement or other Contract (whether written, oral, binding or non-binding) similar definitive agreement relating to an any Acquisition Proposal (which, for the avoidance of doubt, shall not include an Acceptable Confidentiality Agreement), and the Company shall not resolve or Acquisition Transaction; or (vi) authorize or commit agree to do any of the foregoing. Notwithstanding anything to Without limiting the contrary foregoing, it is agreed that any violation of any of the restrictions set forth in this Section 4.1, the Stockholder may, participate or engage in discussions or negotiations with, and furnish information and data to, preceding sentence by any Person or Group or their respective Representatives that have delivered to the Company a bona fide written Acquisition Proposal, if and only if, the Company Board (acting upon the recommendation of the Company Special Committee) or the Company Special Committee has made any of its subsidiaries shall be deemed to be a Qualified Acquisition Proposal Determination with respect to such Acquisition Proposal in accordance with breach of this Section 5.4(b) of the Merger Agreement.6.1

Acquisition Proposals. (a) From and after the date hereof until the Termination DateClosing Date or, if earlier, the Stockholder hereby covenants and agrees that, except as expressly contemplated pursuant to termination of this AgreementAgreement in accordance with Article X, the Stockholder Company and its Subsidiaries shall not, and the Company shall instruct and use its reasonable best efforts to cause its managersrepresentatives, directors, officers, employees, consultants, agents, attorneys, representatives and advisors (collectively, “Representatives”) not to, directly or indirectly indirectly: (i) solicit, initiate, propose solicit or induce the making, submission or announcement ofengage in any negotiations with any Person with respect to, or knowingly encourage, facilitate or assist, any offer, inquiry, indication of interest or proposal that constitutes, or is reasonably expected to lead to, an Acquisition Proposal; (ii) furnish to any Person or Group (other than Parent, Merger Sub or any of their respective Representatives in their capacity as such) provide any non-public information relating to or data concerning the Company or any of its the Company’s Subsidiaries to any Person relating to, an Acquisition Proposal or afford to any Person or Group (other than Parent, Merger Sub or any of their respective Representatives in their capacity as such) access to the business, properties, assets, books, records assets or other non-public information, or to any personnel, personnel of the Company or any of its Subsidiaries, in any such case the Company’s Subsidiaries in connection with any Acquisition Proposal or with the intent to induce the making, submission or announcement of, or to knowingly encourage, facilitate or assist, an Acquisition Proposal or the making of any offer, inquiry, indication of interest or proposal that constitutes or is reasonably expected to lead to an Acquisition Proposal; , (iiiii) participate execute or engage in discussions enter into any acquisition agreement, merger agreement or negotiations with any Person or Group with respect to an Acquisition Proposal or with respect to any inquiries from third Persons relating to any offer, indication of interest or proposal relating to an Acquisition Proposal (other than informing such Persons of the provisions contained in this Section 4.1); (iv) approve, endorse or recommend any offer, inquiry, indication of interest or proposal that constitutessimilar definitive agreement, or would reasonably expected to lead to, an Acquisition Proposal; (v) enter into any letter of intent, memorandum of understandingunderstanding or agreement in principle, merger agreement, acquisition or any other arrangement or agreement or other Contract (whether written, oral, binding or non-binding) relating to an Acquisition Proposal, (iii) grant any waiver, amendment or release under any confidentiality agreement or the anti-takeover laws of any state, (iv) otherwise knowingly encourage or facilitate any such inquiries, proposals, discussions, or negotiations or any effort or attempt by any Person to make an Acquisition Proposal or Acquisition Transaction; (v) agree or (vi) authorize or otherwise commit to do enter into or engage in any of the foregoing. Notwithstanding anything The Company also agrees that immediately following the execution of this Agreement it shall, and shall cause each of its Subsidiaries and shall use its reasonable best efforts to the contrary in this Section 4.1cause its and their representatives to, the Stockholder maycease any solicitations, participate or engage in discussions or negotiations withwith any Person (other than the parties and their respective representatives) conducted heretofore in connection with an Acquisition Proposal or any inquiry or request for information that could reasonably be expected to lead to, or result in, an Acquisition Proposal. The Company shall promptly (and furnish in any event within two Business Days) notify, in writing, Acquiror of the receipt of any inquiry, proposal, offer or request for information and data received after the date hereof that constitutes, or could reasonably be expected to result in or lead to, any Person or Group or their respective Representatives that have delivered to the Company a bona fide written Acquisition Proposal, if and only if, the Company Board (acting upon the recommendation which notice shall include a summary of the material terms of such inquiry, proposal, offer or request for information. The Company Special Committeeshall promptly (and in any event within twenty-four (24) or the Company Special Committee has made a Qualified Acquisition Proposal Determination hours) keep Acquiror reasonably informed of any material developments with respect to any such inquiry, proposal, offer, request for information or Acquisition Proposal in accordance with Section 5.4(b) of the Merger Agreement(including any material changes thereto).

Acquisition Proposals. (a) Wyndham represents and warrants that it has terminated any discussions or negotiations relating to, or that may reasonably be expected to lead to, any Acquisition Proposal (as defined below). From and after the date hereof until the Termination Date, the Stockholder hereby covenants and agrees that, except as expressly contemplated pursuant to termination of this Agreement, the Stockholder Wyndham shall not, and nor shall cause its managersit permit any of the Wyndham Subsidiaries to, directorsnor shall it authorize or permit any officer, officersdirector, employeesemployee, consultantsagent, agentsadvisor or representative of, attorneys, representatives and advisors (collectively, “Representatives”) not Wyndham or any of the Wyndham Subsidiaries to, directly or indirectly (i) solicit, initiate, propose initiate or induce encourage the making, submission or announcement of, any inquiries, proposals or knowingly encourage, facilitate or assist, offers from any offer, inquiry, indication of interest or proposal that constitutes, or is reasonably expected person relating to lead to, an Acquisition Proposal; , (ii) enter into any agreement with respect to any Acquisition Proposal, or (iii) enter into, engage in, or participate or continue in, any discussions or negotiations regarding, or furnish to any Person or Group (other than Parent, Merger Sub or person any of their respective Representatives in their capacity as such) any non-public information relating to the Company or any of its Subsidiaries or afford to any Person or Group (other than Parent, Merger Sub or any of their respective Representatives in their capacity as such) access to the business, properties, assets, books, records or other non-public informationwith respect to, or take any other action to facilitate any personnel, of the Company or any of its Subsidiaries, in any such case in connection with any Acquisition Proposal or with the intent to induce the making, submission or announcement of, or to knowingly encourage, facilitate or assist, an Acquisition Proposal inquiries or the making of any offer, inquiry, indication of interest or proposal that constitutes or is reasonably expected to lead to an Acquisition Proposal; (iii) participate or engage in discussions or negotiations with any Person or Group with respect to an Acquisition Proposal or with respect to any inquiries from third Persons relating to any offer, indication of interest or proposal relating to an Acquisition Proposal (other than informing such Persons of the provisions contained in this Section 4.1); (iv) approve, endorse or recommend any offer, inquiry, indication of interest or proposal that constitutes, or would reasonably be expected to lead to, an any Acquisition Proposal; (v) enter into any letter of intent, memorandum of understanding, merger agreement, acquisition agreement or other Contract (whether written, oral, binding or non-binding) relating to an Acquisition Proposal or Acquisition Transaction; or (vi) authorize or commit to do any of the foregoing. Notwithstanding anything to the contrary in this Section 4.1Agreement, the Stockholder mayWyndham may (A) furnish information to, or participate or engage in discussions or negotiations with, and furnish information and data to, any Person person or Group entity that makes or their respective Representatives that have delivered to the Company expresses a bona fide written Acquisition Proposal, if and only if, the Company Board (acting upon the recommendation intention to make an unsolicited proposal to acquire Wyndham and/or any of the Company Special CommitteeWyndham Subsidiaries pursuant to a merger, consolidation, share exchange, business combination, tender or exchange offer or other similar transaction if the Board of Directors of Wyndham determines, based on the advice of its outside legal counsel (the "Wyndham Legal Counsel"), that such action is necessary in order to comply with the directors' fiduciary duties to the stockholders of Wyndham under applicable law; provided, however, that prior to Wyndham's furnishing such information or participating in such discussions or negotiations, such person or entity shall have executed a confidentiality and standstill agreement with Wyndham having terms substantially similar to those contained in that certain letter agreement dated January 27, 1997 (the "Patriot Confidentiality Agreement") or between Patriot and Wyndham relating to the Company Special Committee has made a Qualified Acquisition Proposal Determination provision of Evaluation Material (as defined in the Patriot Confidentiality Agreement) by Wyndham to Patriot and (B) comply with Rules 14d-9 and 14e-2 promulgated under the Exchange Act with respect to such an Acquisition Proposal in accordance with Section 5.4(b) of the Merger AgreementProposal.

Acquisition Proposals. (a) From and after the date hereof until the Termination Datetermination of this Agreement in accordance with Section 5.1 hereof, the each Stockholder hereby covenants and agrees that, except as expressly contemplated pursuant to this Agreement, the Stockholder shall not, and shall cause its managers, directors, officers, employees, consultants, agents, attorneys, representatives and advisors (collectively, “Representatives”) not to, directly or indirectly (i) solicitshall terminate all soliciting activities, initiatediscussions, propose negotiations, agreements or induce arrangements by or on behalf of such Stockholder with any Person (other than the makingCompany, submission Parent, Merger Sub or announcement oftheir respective Representatives) regarding any proposal, expression of interest, request for infoiuiation, or knowingly encourage, facilitate or assist, any offer, inquiry, indication of interest or proposal other communication that constitutes, or is would reasonably be expected to lead to, an Acquisition Proposal; , (ii) shall not, and shall cause its Representatives not to, directly or indirectly, (A) conduct or engage in, enter into, continue or otherwise participate in any discussions or negotiations with, or furnish to any information or data to, any Person that is seeking to make, has made or, to the knowledge of such Stockholder, is considering making an Acquisition Proposal or Group otherwise take such actions in connection with or for the purpose of encouraging or facilitating an Acquisition Proposal, (other than ParentB) solicit, Merger Sub initiate, knowingly facilitate or any knowingly encourage (including by way of their respective Representatives in their capacity as such) any furnishing non-public information relating to the Company or any of its Subsidiaries or afford responding to any Person or Group (other than Parent, Merger Sub or communication) any of their respective Representatives in their capacity as such) access to the business, properties, assets, books, records or other non-public informationinquiries regarding, or to any personnel, of the Company or any of its Subsidiaries, in any such case in connection with any Acquisition Proposal or with the intent to induce the making, announcement or submission or announcement of, or to knowingly encourage, facilitate or assist, an Acquisition Proposal or the making of any offer, inquiry, indication of interest proposal or proposal that constitutes or is reasonably expected to lead to an Acquisition Proposal; (iii) participate or engage in discussions or negotiations with any Person or Group with respect to an Acquisition Proposal or with respect to any inquiries from third Persons relating to any offer, indication of interest or proposal relating to an Acquisition Proposal (other than informing such Persons of the provisions contained in this Section 4.1); (iv) approve, endorse or recommend any offer, inquiry, indication of interest or proposal offer that constitutes, or would reasonably be expected to lead to, an Acquisition Proposal; , (vC) enter into any letter of intent, memorandum of understanding, merger agreement, acquisition agreement or other Contract (whether writtenbinding, oral, binding or non-binding, conditional or otherwise) relating with respect to an Acquisition Proposal, or approve, endorse or recommend any Acquisition Proposal or (D) knowingly cooperate with, assist, or participate in any effort by, any Person (or any Representative of a Person) that has made, is seeking to make, has informed the Company or such Stockholder of any intention to make, or has publicly announced an intention to make, any proposal that constitutes, or would reasonably be expected to lead to, any Acquisition Transaction; Proposal, (iii) shall immediately notify Parent or (vi) authorize its Representatives in writing of such Stockholder's receipt of any Acquisition Proposal or commit to do any of the foregoing. Notwithstanding anything to the contrary in this Section 4.1, the Stockholder may, participate or engage in request for discussions or negotiations with, and furnish information and data to, with respect to any Person or Group or their respective Representatives that have delivered to the Company a bona fide written Acquisition Proposal, if and only ifprovide Parent with copies of all documents and other written communications received by such Stockholder setting forth the terms and conditions of such Acquisition Proposal, the Company Board and (acting upon the recommendation iv) shall keep Parent informed on a reasonably prompt and current basis (in any event within twenty-four (24) hours) of the Company Special Committee) or the Company Special Committee has made a Qualified Acquisition Proposal Determination with respect to status of any such Acquisition Proposal received by such Stockholder (including the content and status of all material discussions and communications in accordance with Section 5.4(b) of respect thereof and any change or proposed change to the Merger Agreement.terms thereof). 4

Acquisition Proposals. (a) From and after the date hereof until the Termination Date, the Stockholder hereby covenants and agrees that, except as expressly contemplated pursuant to this Agreement, the Stockholder The Company shall not, and nor shall cause it permit any of its managers, directors, officers, employees, consultants, agents, attorneys, representatives and advisors (collectively, “Representatives”) not subsidiaries to, directly nor shall it authorize or indirectly (i) solicitpermit any officer, initiate, propose director or induce the making, submission or announcement employee of, or knowingly encourageany investment banker, facilitate attorney or assistother advisor or representative of, any offer, inquiry, indication of interest or proposal that constitutes, or is reasonably expected to lead to, an Acquisition Proposal; (ii) furnish to any Person or Group (other than Parent, Merger Sub or any of their respective Representatives in their capacity as such) any non-public information relating to the Company or any of its Subsidiaries subsidiaries to, directly or afford to any Person indirectly, (i) solicit, initiate or Group (other than Parent, Merger Sub or any encourage the submission of their respective Representatives in their capacity as such) access to the business, properties, assets, books, records or other non-public information, or to any personnel, of the Company or any of its Subsidiaries, in any such case in connection with any Acquisition Proposal (as hereinafter defined) or with the intent to induce the making, submission (ii) participate in any discussions or announcement ofnegotiations regarding, or furnish to knowingly encourageany person any information with respect to, or take any other action to facilitate or assist, an Acquisition Proposal any inquiries or the making of any offer, inquiry, indication of interest or proposal that constitutes or is reasonably expected to lead to an Acquisition Proposal; (iii) participate or engage in discussions or negotiations with any Person or Group with respect to an Acquisition Proposal or with respect to any inquiries from third Persons relating to any offer, indication of interest or proposal relating to an Acquisition Proposal (other than informing such Persons of the provisions contained in this Section 4.1); (iv) approve, endorse or recommend any offer, inquiry, indication of interest or proposal that constitutes, or would may reasonably be expected to lead to, an any Acquisition Proposal. The Company will notify Evergreen immediately of any inquiries or proposals with respect to any Acquisition Proposal that is received by, or any such negotiations or discussions that are sought to be initiated with, the Company. For purposes of this Agreement, "Acquisition Proposal" means any proposal with respect to a merger, consolidation, share exchange or similar transaction involving the Company or Evergreen or any Significant Subsidiary of the Company or Evergreen, or any purchase of all or any significant portion of the assets of the Company or Evergreen or any Significant Subsidiary of the Company or Evergreen, or any equity interest in the Company or Evergreen or any Significant Subsidiary of the Company or Evergreen, other than the transactions contemplated hereby; (v) enter into any letter of intentprovided, memorandum of understandinghowever, merger agreement, acquisition agreement or other Contract (whether written, oral, binding or non-binding) relating to that an Acquisition Proposal shall not include a currently planned acquisition or disposition of broadcast properties disclosed in writing prior to execution and delivery of this Agreement by either the Company or Evergreen to the other. (b) Evergreen shall not, nor shall it permit any of its subsidiaries to, nor shall it authorize or permit any officer, director or employee of, or any investment banker, attorney or other advisor or representative of, Evergreen or any of its subsidiaries to, directly or indirectly, (i) solicit, initiate or encourage the submission of any Acquisition Transaction; Proposal or (viii) authorize participate in any discussions or commit negotiations regarding, or furnish to do any person any information with respect to, or take any other action to facilitate any inquiries or the making of any proposal that constitutes, or may be reasonably be expected to lead to, any Acquisition Proposal. Evergreen will notify the foregoingCompany immediately of any inquiries or proposals with respect to any Acquisition Proposal that is received by, or any negotiations or discussions that are sought to be initiated with, Evergreen. Notwithstanding anything to the contrary (c) Nothing contained in this Section 4.1, 4.5 shall prohibit the Stockholder may, participate or engage in discussions or negotiations with, and furnish information and data to, any Person or Group or their respective Representatives that have delivered to the Company a bona fide written Acquisition Proposal, if and only if, the Company Board (acting upon the recommendation of Directors of the Company Special Committee) or Evergreen from taking and disclosing to its stockholders a position in accordance with Rules 14d-9 and 14e-2 under the Company Special Committee has made a Qualified Acquisition Proposal Determination Exchange Act with respect to such Acquisition Proposal in accordance with Section 5.4(b) of the Merger Agreement.a tender offer or any exchange offer commenced by a third party. 4.6

Acquisition Proposals. (a) From and after the date hereof until the Termination Date, the Stockholder hereby covenants and agrees that, except as expressly contemplated pursuant to this Agreement, the Stockholder shall not, and shall cause Neither CCI nor its managers, directors, officers, employees, consultantsfinancial advisors, agentslegal counsel, attorneysaccountants and other agents and representatives shall (a) encourage, representatives and advisors (collectively, “Representatives”) not toinitiate or solicit, directly or indirectly (i) solicit, initiate, propose or induce the making, submission or announcement of, or knowingly encourage, facilitate or assistindirectly, any offer, inquiry, indication of interest or proposal that constitutes, or is reasonably expected to lead to, an Acquisition Proposal; (ii) furnish to any Person or Group (other than Parent, Merger Sub or any of their respective Representatives in their capacity as such) any non-public information relating to the Company or any of its Subsidiaries or afford to any Person or Group (other than Parent, Merger Sub or any of their respective Representatives in their capacity as such) access to the business, properties, assets, books, records or other non-public information, or to any personnel, of the Company or any of its Subsidiaries, in any such case in connection with any Acquisition Proposal or with the intent to induce the making, submission or announcement of, or to knowingly encourage, facilitate or assist, an Acquisition Proposal inquiries or the making of any offerproposals by, inquiry, indication of interest or proposal that constitutes or is reasonably expected to lead to an Acquisition Proposal; (iii) participate or engage in discussions or negotiations with any Person or Group with respect to an Acquisition Proposal or with respect to any inquiries from third Persons relating to any offer, indication of interest or proposal relating to an Acquisition Proposal (other than informing such Persons of the provisions contained in this Section 4.1); (iv) approve, endorse or recommend any offer, inquiry, indication of interest or proposal that constitutes, or would reasonably expected to lead to, an Acquisition Proposal; (v) enter into any letter of intent, memorandum of understanding, merger agreement, acquisition agreement or other Contract (whether written, oral, binding or non-binding) relating to an Acquisition Proposal or Acquisition Transaction; or (vi) authorize or commit to do any of the foregoing. Notwithstanding anything to the contrary in this Section 4.1, the Stockholder may, participate or engage in discussions or negotiations with, any third party (other than Pentair and furnish Pentair Subsidiary) concerning any merger, consolidation, sale of assets, tender offer, sale of shares or similar transaction involving CCI or any significant assets of CCI, other than the Merger (each an "Acquisition Proposal"), or (b) disclose directly or indirectly to any person preparing to make an Acquisition Proposal any confidential information regarding CCI, or (c) enter into any understanding, agreement or commitment with any third party providing for an acquisitive transaction, equity investment or sale of any significant assets of CCI. Notwithstanding the foregoing, the Board of Directors or any committee thereof appointed for purposes of the foregoing (a "Committee"), officers, employees, representatives and data toagents of CCI may (i) take action upon receipt of the advice of special legal counsel that such action is advisable in order to fulfill the fiduciary duties of the Board or the Committee, any Person and (ii) provide confidential information regarding CCI to a potential purchaser upon the prior written request of such purchaser whom the Board or Group or their respective Representatives that have delivered Committee reasonably believes (A) is qualified and creditworth, (B) will not use such information to the Company competitive disadvantage of CCI and (C) intends to make a bona fide written serious offer which may result in a transaction more favorable to the shareholders of CCI than the consideration payable in connection with the Merger, provided that such disclosure is made subject to an appropriate confidentiality agreement, and the request does not arise as a result of any solicitation for expression of interest by CCI or any of its directors, officers, employees, financial advisors, legal counsel, accountants or other agents and representatives. CCI will notify Pentair immediately if any Acquisition ProposalProposal or any request for confidential information is received, shall inform Pentair if and only if, the Company CCI's Board (acting upon the recommendation of the Company Special Committee) or the Company Special Committee has made a Qualified Acquisition Proposal Determination with respect been advised by special legal counsel to consider such Acquisition Proposal in accordance with Section 5.4(b) order to fulfill the fiduciary duties of the Merger AgreementBoard of Directors and shall provide to Pentair such information regarding any Acquisition Proposal or request for information as Pentair may reasonably request. No action contemplated or permitted by this Section 4.8 shall in any manner be construed or deemed to diminish, relieve or release any obligations of CCI or Pentair to pay a termination fee or expense reimbursement pursuant to Sections 10.2, 10.3 or 10.4 below.

Acquisition Proposals. (a) From and after the execution of this Agreement until the earlier to occur of (x) the date hereof until of the Termination Date, termination of this Agreement in accordance with its terms and (y) the Stockholder hereby covenants and agrees thatEffective Time, except as expressly contemplated pursuant to this Agreementpermitted by Section 5.02(b), the Stockholder Company shall not, and shall cause its managers, Subsidiaries and its and their respective directors, officersofficers and employees not to, employees, consultants, agents, attorneys, representatives and advisors (collectively, “Representatives”) the Company shall use its reasonable best efforts to cause its and its Subsidiaries’ other Representatives not to, directly or indirectly indirectly, (i) solicit, initiate, propose or induce the making, submission or announcement ofknowingly encourage, or knowingly encourage, facilitate any Acquisition Proposal or assist, any offer, inquiry, indication expression of interest interest, proposal, offer or proposal request for information that constitutes, or is would reasonably be expected to lead to or result in an Acquisition Proposal, or the making or consummation thereof, (ii) other than to inform any Person of the existence of the provisions contained in this Section 5.02, enter into, continue, or otherwise participate in any discussions or negotiations regarding, or furnish to any Person any information in connection with, or enter into any Contract or other agreement or understanding with respect to, any Acquisition Proposal or any inquiry, expression of interest, proposal, offer or request for information that would reasonably be expected to lead to or result in an Acquisition Proposal, or (iii) resolve or agree to do any of the foregoing. From and after the execution of this Agreement, the Company shall, and shall cause its Subsidiaries and direct its and their respective Representatives to (A) immediately cease and cause to be terminated all existing discussions or negotiations with any Person conducted heretofore with respect to any Acquisition Proposal or any inquiry, expression of interest, proposal, offer or request for information that would reasonably be expected to lead to or result in an Acquisition Proposal, (B) terminate access by any other Person to any physical or electronic data room or other access to data or information of the Company, in each case relating to or in connection with, any Acquisition Proposal or any potential Acquisition Proposal, (C) request the prompt return or destruction of all information provided to any other Person prior to the date of this Agreement in connection with any inquiry, expression of interest, proposal, offer or request for information that would reasonably be expected to lead to or result in an Acquisition Proposal and (D) enforce, and not waive or modify, the provisions of any existing confidentiality or non-disclosure agreement entered into with respect to any Acquisition Proposal or any potential Acquisition Proposal, including any standstill provisions contained therein (provided that, in the case of clause (D), if the Board of Directors of the Company determines in good faith, after consultation with its outside legal counsel, that the failure to take such action would be inconsistent with the Board of Director’s fiduciary duties to the shareholders of the Company under applicable Law, the Company may waive any such standstill provision solely to the extent necessary to permit a third party to make, on a confidential basis to the Board of Directors of the Company, an Acquisition Proposal; , conditioned upon such third party agreeing that the Company shall not be prohibited from providing any information to Parent (iiincluding regarding any such Acquisition Proposal) furnish to any Person or Group in accordance with, and otherwise complying with, this Section 5.02). It is agreed that (other than Parent, Merger Sub or any of their respective Representatives in their capacity as such1) any non-public information relating to violation of the restrictions set forth in this Section 5.02(a) by any officer, director or employee of the Company or any of its Subsidiaries shall constitute a breach of this Section 5.02 by the Company and (2) any inquiry, expression of interest, proposal, offer or afford to request that results from any Person or Group (other than Parent, Merger Sub or violation of the foregoing restrictions by any of their respective Representatives in their capacity as such) access to the business, properties, assets, books, records or other non-public information, or to any personnel, Representative of the Company or any of its Subsidiaries, in any such case in connection with any Acquisition Proposal or with the intent to induce the making, submission or announcement of, or to knowingly encourage, facilitate or assist, an Acquisition Proposal or the making of any offer, inquiry, indication of interest or proposal that constitutes or is reasonably expected to lead to an Acquisition Proposal; (iii) participate or engage in discussions or negotiations with any Person or Group with respect to an Acquisition Proposal or with respect to any inquiries from third Persons relating to any offer, indication of interest or proposal relating to an Acquisition Proposal Subsidiaries (other than informing such Persons of Representatives included in the foregoing clause (1)) shall be deemed to be not in compliance with this Section 5.02. The Company hereby releases Parent from its obligation to comply with the standstill provisions contained in this Section 4.1); (iv) approve, endorse or recommend any offer, inquiry, indication of interest or proposal that constitutes, or would reasonably expected to lead to, an Acquisition Proposal; (v) enter into any letter of intent, memorandum of understanding, merger agreement, acquisition agreement or other Contract (whether written, oral, binding or non-binding) relating to an Acquisition Proposal or Acquisition Transaction; or (vi) authorize or commit to do any of its Confidentiality Agreement from and after the foregoing. Notwithstanding anything to the contrary in this Section 4.1, the Stockholder may, participate or engage in discussions or negotiations with, and furnish information and data to, any Person or Group or their respective Representatives that have delivered to the Company a bona fide written Acquisition Proposal, if and only if, the Company Board (acting upon the recommendation of the Company Special Committee) or the Company Special Committee has made a Qualified Acquisition Proposal Determination with respect to such Acquisition Proposal in accordance with Section 5.4(b) of the Merger Agreementdate hereof.

Acquisition Proposals. (a) From and after the date hereof until the Termination Date, the Stockholder hereby covenants and agrees that, except as expressly contemplated pursuant to this Agreement, the Stockholder shall The Company will not, and shall cause nor will it permit any of its managersSubsidiaries to, directorsnor will it authorize or permit any officer, officersdirector or employee of or any investment banker, employeesattorney, consultantsaccountant or other advisor or representative (each, agents, attorneys, representatives and advisors (collectively, a “RepresentativesRepresentative”) not to, directly or indirectly (i) solicit, initiate, propose or induce the making, submission or announcement of, or knowingly encourage, facilitate or assist, any offer, inquiry, indication of interest or proposal that constitutes, or is reasonably expected to lead to, an Acquisition Proposal; (ii) furnish to any Person or Group (other than Parent, Merger Sub or any of their respective Representatives in their capacity as such) any non-public information relating to the Company or any of its Subsidiaries to, directly or afford indirectly, (i) solicit, initiate or knowingly encourage any inquiry or the making of any proposal or offer or any other effort or attempt that constitutes, or may reasonably be expected to lead to, any Acquisition Proposal (as hereinafter defined), (ii) engage in, continue or otherwise participate in any discussions or negotiations regarding, or furnish to any Person or Group (other than Parent, Merger Sub or person any of their respective Representatives in their capacity as such) access to the business, properties, assets, books, records or other non-public information, or information with respect to any personnel, of the Company or any of its Subsidiaries, in or take any such case in connection with other action to facilitate, any Acquisition Proposal or with the intent to induce the making, submission or announcement of, or to knowingly encourage, facilitate or assist, an Acquisition Proposal or the making of any offer, inquiry, indication of interest or proposal that constitutes or is reasonably expected to lead to an Acquisition Proposal; (iii) participate or engage in discussions or negotiations with any Person or Group with respect to an Acquisition Proposal or with respect to any inquiries from third Persons relating to any offer, indication of interest or proposal relating to an Acquisition Proposal (other than informing such Persons of the provisions contained in this Section 4.1); (iv) approve, endorse or recommend any offer, inquiry, indication of interest or proposal that constitutes, or would reasonably expected to lead to, an Acquisition Proposal; (v) enter into any letter of intent, memorandum of understanding, merger agreement, acquisition agreement or other Contract (whether written, oral, binding or non-binding) relating agreement in principle with respect to an Acquisition Proposal or Acquisition Transaction; or (vi) authorize or commit to do any of the foregoingProposal. Notwithstanding anything in the foregoing to the contrary in contrary, if, at any time following the date of this Agreement and prior to the time that, but not after, the Required Company Vote is obtained, the Company receives an Acquisition Proposal from any Person that did not result from a breach by the Company of this Section 4.16.2, (A) the Stockholder mayCompany and its Representatives may contact such Person to clarify the terms and conditions thereof so as to determine whether such Acquisition Proposal constitutes or could reasonably be expected to result in a Superior Proposal (as hereinafter defined) and (B) if the Special Committee determines in good faith, after consultation with and based upon the advice of its financial advisor and outside legal counsel, that such Acquisition Proposal constitutes or would reasonably be expected to result in a Superior Proposal and that such Acquisition Proposal has a reasonable prospect of success (taking into consideration (i) whether Company has been notified by Parent that Parent would oppose or support such Acquisition Proposal and (ii) whether such Acquisition Proposal is reasonably likely to be approved in light of such opposition or support), then the Company and its Representatives may (x) furnish, pursuant to an executed confidentiality agreement in reasonably customary form, information (including non-public information) with respect to the Company to the Person who has made such Acquisition Proposal, (y) engage in or otherwise participate or engage in discussions or negotiations withwith the Person making such Acquisition Proposal or (z) after having complied with Section 6.2(b), approve, recommend, or otherwise declare advisable or propose to approve, recommend or declare advisable (publicly or otherwise) such an Acquisition Proposal. The parties acknowledge that, until such time as Parent notifies the Company in writing that it is willing to support a third party’s Acquisition Proposal, (i) Parent intends to oppose any such Acquisition Proposal and furnish information and data todoes not intend to sell any of Parent’s shares of the Company to any such third party, (ii) by virtue of such opposition, any Person or Group or their respective Representatives that have delivered to the Company a bona fide written such Acquisition Proposal, if placed before the Company’s shareholders for approval, would fail to receive a majority vote in favor of approval and only if, the Company Board (acting upon the recommendation of the Company Special Committeeiii) or the Company Special Committee has made a Qualified Acquisition Proposal Determination with respect to any such Acquisition Proposal in accordance with Section 5.4(b) therefore lacks a reasonable prospect of the Merger Agreementsuccess.

Acquisition Proposals. (a) From and after the date hereof until the Termination Date, the Stockholder hereby covenants and agrees that, except as expressly contemplated pursuant to this Agreement, the Stockholder CFB shall not, and shall cause Columbus First Bank and its managersrespective Representatives, directors, officers, employees, consultants, agents, attorneys, representatives and advisors (collectively, “Representatives”) not to, directly or indirectly (i) solicitindirectly, continue or otherwise maintain, initiate, propose solicit or induce the making, submission encourage (including by way of furnishing information or announcement ofassistance), or knowingly encourage, facilitate or assisttake any other action to facilitate, any offer, inquiry, indication inquiries or the making of interest or any proposal that constitutes, or is reasonably may be expected to lead to, an Acquisition any Competing Proposal; (ii) furnish to , or enter into or maintain discussions or negotiate with any Person in furtherance of or Group (other than Parent, Merger Sub or any of their respective Representatives in their capacity as such) any non-public information relating to the Company such inquiries or any of its Subsidiaries or afford to any Person or Group (other than Parent, Merger Sub or any of their respective Representatives in their capacity as such) access to the business, properties, assets, books, records or other non-public informationobtain a Competing Proposal, or agree to or endorse any personnelCompeting Proposal, or authorize or permit any Representative of CFB or Columbus First Bank to take any such action, and CFB shall use its reasonable best efforts to cause the Representatives of CFB not to take any such action, and CFB shall promptly notify LCNB if any such inquiries or proposals are made regarding a Competing Proposal, and CFB shall keep LCNB informed, on a current basis, of the Company or any status and terms of its Subsidiaries, in any such case in connection with any Acquisition Proposal or with the intent proposals; provided, however, that prior to induce the makingCFB Shareholder Adoption, submission or announcement of, or to knowingly encourage, facilitate or assist, an Acquisition Proposal or the making of any offer, inquiry, indication of interest or proposal that constitutes or is reasonably expected to lead to an Acquisition Proposal; (iii) participate or engage in discussions or negotiations with any Person or Group with respect to an Acquisition Proposal or with respect to any inquiries from third Persons relating to any offer, indication of interest or proposal relating to an Acquisition Proposal (other than informing such Persons of the provisions nothing contained in this Section 4.1); (iv) approveshall prohibit CFB from, endorse or recommend any offerin connection with a Superior Competing Transaction, inquiry, indication of interest or proposal that constitutesfurnishing information to, or would reasonably expected to lead to, an Acquisition Proposal; (v) enter entering into any letter of intent, memorandum of understanding, merger agreement, acquisition agreement or other Contract (whether written, oral, binding or non-binding) relating to an Acquisition Proposal or Acquisition Transaction; or (vi) authorize or commit to do any of the foregoing. Notwithstanding anything to the contrary in this Section 4.1, the Stockholder may, participate or engage in discussions or negotiations with, any Person that makes an unsolicited bona fide proposal to acquire CFB and/or Columbus First Bank pursuant to a merger, consolidation, share exchange, business combination or other similar transaction if, and furnish only to the extent that, (A) the CFB Board, after consultation with and based upon the advice of independent legal counsel, determines in good faith that such action is reasonably required for the CFB Board to comply with its fiduciary duties to shareholders imposed by OGCL, (B) prior to furnishing such information and data to, any Person or Group entering into discussions or their respective Representatives that have delivered negotiations with, such Person, CFB provides written notice to LCNB to the Company effect that it is furnishing information to, or entering into discussions or negotiations with, such Person, (C) prior to furnishing such information to such Person, CFB receives from such Person an executed confidentiality agreement with terms no less favorable to CFB than those governing confidentiality between LCNB and CFB, and (D) CFB keeps LCNB informed, on a bona fide written Acquisition Proposalcurrent basis, if and only if, the Company Board (acting upon the recommendation of the Company Special Committee) status and details of any such discussions or the Company Special Committee has made a Qualified Acquisition Proposal Determination with respect to such Acquisition Proposal in accordance with Section 5.4(b) of the Merger Agreementnegotiations.

Acquisition Proposals. (a) From and after the date hereof until the Termination Date, the Stockholder hereby covenants and agrees thatSo long as this Agreement remains in effect, except as otherwise expressly contemplated pursuant to permitted by this Agreement, the Stockholder PBI shall not, and shall not authorize, permit or cause its managersany PBI Subsidiary and their respective officers, directors, officersor employees or any investment bankers, employeesfinancial advisors, attorneys, accountants, consultants, agents, attorneys, representatives and advisors agents or other representative retained by PBI or any PBI Subsidiary (collectively, the “PBI Representatives”) not to, directly or indirectly indirectly: (iA) initiate, solicit, initiateinduce or encourage (including by way of furnishing information), propose or induce take any action to facilitate the making, submission or announcement making of, or knowingly encourage, facilitate or assist, any offer, inquiry, indication of interest offer or proposal that constitutes, relates or is could reasonably expected to lead to, an Acquisition Proposal; (ii) furnish to any Person or Group (other than Parent, Merger Sub or any of their respective Representatives in their capacity as such) any non-public information relating to the Company or any of its Subsidiaries or afford to any Person or Group (other than Parent, Merger Sub or any of their respective Representatives in their capacity as such) access to the business, properties, assets, books, records or other non-public information, or to any personnel, of the Company or any of its Subsidiaries, in any such case in connection with any Acquisition Proposal or with the intent to induce the making, submission or announcement of, or to knowingly encourage, facilitate or assist, an Acquisition Proposal or the making of any offer, inquiry, indication of interest or proposal that constitutes or is reasonably be expected to lead to an Acquisition Proposal; (iiiB) participate or engage in discussions or negotiations with any Person or Group with respect to an Acquisition Proposal or with respect respond to any inquiries from third Persons inquiry relating to any offer, indication of interest or proposal relating to an Acquisition Proposal (other than informing such Persons of the provisions contained in this Section 4.1); (iv) approve, endorse or recommend any offer, inquiry, indication of interest or proposal that constitutes, or would reasonably expected to lead to, an Acquisition Proposal; (vC) recommend or endorse an Acquisition Proposal; (D) participate in any discussions or negotiations regarding any Acquisition Proposal or furnish, or otherwise afford access, to any person (other than HBI) any information or data with respect to PBI or any PBI 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 PBI or any PBI Subsidiary is a party; or (F) enter into any agreement, agreement in principle, letter of intent, memorandum of understanding, merger intent or similar instrument with respect to any Acquisition Proposal or approve or resolve to approve any Acquisition Proposal or any agreement, acquisition agreement in principle, letter of intent or other Contract (whether written, oral, binding or non-binding) similar instrument relating to an Acquisition Proposal. Any violation of the foregoing restrictions by PBI or any PBI Representative, whether or not such PBI Representative is so authorized and whether or not such PBI Representative is purporting to act on behalf of PBI or otherwise, shall be deemed to be a breach of this Agreement by PBI. PBI and each PBI Subsidiary shall, and shall cause each of the PBI Representatives to, immediately cease and cause to be terminated any and all existing discussions, negotiations, and communications with any Persons with respect to any existing or potential Acquisition Proposal. Notwithstanding the foregoing, prior to the approval of the Agreement and the Merger by PBI’s stockholders at the PBI Common Stockholders’ Meeting, PBI may respond to an inquiry, furnish nonpublic information regarding PBI and the PBI Subsidiaries to, or enter into discussions with, any Person in response to an unsolicited Acquisition Proposal that is submitted to PBI by such Person (and not withdrawn) if (A) PBI’s board of directors determines in good faith, after consultation with and having considered the advice of its outside legal counsel and its independent financial advisor, that such Acquisition Proposal constitutes or Acquisition Transaction; or is reasonably likely to lead to a Superior Proposal (vias defined below), (B) authorize or commit to do PBI has not violated any of the foregoing. Notwithstanding anything to the contrary restrictions set forth in this Section 4.15.7(a)(ii), (C) PBI’s board of directors determines in good faith, after consultation with and based upon the Stockholder mayadvice of its outside legal counsel and financial advisor, participate that such action is required in order for the board of directors to comply with its fiduciary obligations under applicable law, and (D) at least two Business Days prior to furnishing any nonpublic information to, or engage entering into discussions with, such Person, PBI provides HBI written notice of the identity of such person and of PBI’s intention to furnish nonpublic information to, or enter into discussions with, such Person and PBI 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 any exclusive right to negotiate with PBI. PBI shall promptly provide to HBI any non-public information regarding PBI or any PBI Subsidiary provided to any other Person that was not previously provided to HBI, such additional information to be provided no later than the date of provision of such information to such other Person. PBI shall promptly (and in any event within 24 hours) notify HBI in writing if any proposals or offers are received by, any information is requested from, or any negotiations or discussions are sought to be initiated or continued with, PBI or any PBI Representatives, in each case in connection with any Acquisition Proposal, and such notice shall indicate the name of the Person initiating such discussions or negotiations withor making such proposal, offer or information request and the material terms and conditions of any proposals or offers (and, in the 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). PBI agrees that it shall keep HBI 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). PBI further agrees that it will provide HBI with the opportunity to present its own proposal to the PBI board of directors in response to any such proposal or offer, and furnish information and data to, any Person or Group or their respective Representatives that have delivered to the Company a bona fide written Acquisition Proposal, if and only if, the Company Board (acting upon the recommendation of the Company Special Committee) or the Company Special Committee has made a Qualified Acquisition Proposal Determination negotiate with HBI in good faith with respect to any such Acquisition Proposal in accordance with Section 5.4(b) of the Merger Agreementproposal.

Acquisition Proposals. (a) From and after the date hereof until the Termination Date, the Stockholder hereby covenants and agrees that, except as expressly contemplated pursuant to this Agreement, the Stockholder The Company shall not, and shall cause its managers, directors, officers, employees, consultants, agents, attorneys, representatives and advisors (collectively, “Representatives”) Subsidiaries not to, directly or indirectly and shall instruct its Representatives not to: (i) initiate, solicit, initiateknowingly encourage or knowingly facilitate any inquiry with respect to, propose or induce the making, submission or announcement of, or knowingly encourage, facilitate or assist, of any offer, inquiry, indication of interest or proposal that constitutes, or is reasonably expected to lead to, an Acquisition Proposal; , (ii) furnish to enter into, continue or engage in negotiations with any Person or Group (other than Parent, Merger Sub Purchaser, or any designees of their respective Representatives in their capacity as suchParent or Purchaser) with respect to any Acquisition Proposal or any inquiry or proposal that could reasonably be expected to lead to an Acquisition Proposal, (iii) provide any non-public information relating to the Company or any of its Subsidiaries or afford access to any Person or Group (other than Parent, Merger Sub Purchaser, or any designees of their respective Representatives in their capacity as suchParent or Purchaser) access to the business, properties, assets, books, records or other non-public information, or to any personnel, of the Company or any of its Subsidiaries, in any such case in connection with any Acquisition Proposal or with the intent to induce the making, submission or announcement of, or to knowingly encourage, facilitate or assist, an Acquisition Proposal or the making of any offer, inquiry, indication of interest inquiry or proposal that constitutes or is could reasonably be expected to lead to an Acquisition Proposal; (iii) participate or engage in discussions or negotiations with any Person or Group with respect to an Acquisition Proposal or with respect to any inquiries from third Persons relating to any offer, indication of interest or proposal relating to an Acquisition Proposal (other than informing such Persons of the provisions contained in this Section 4.1); (iv) approve, endorse or recommend or propose to approve, endorse or recommend any offer, inquiry, indication of interest or proposal that constitutesAcquisition Proposal, or would reasonably expected to lead toany Person becoming an “interested stockholder” of the Company as defined in Section 203 of the DGCL, an Acquisition Proposal; (v) enter into any letter of intent, memorandum of understanding, merger agreement, acquisition intent or agreement in principle or other Contract (whether written, oral, binding or non-binding) relating to an any agreement providing for any Acquisition Proposal or Acquisition Transaction; (except for confidentiality agreements permitted under Section 5.3(b)), or (vi) authorize resolve to do, or commit agree or publicly announce an intention to do any of the foregoing. Notwithstanding anything to the contrary in this Section 4.1The Company shall, the Stockholder mayand shall cause its Subsidiaries and Representatives to, participate or engage in discussions immediately cease any solicitation, discussions, or negotiations with, and furnish information and data to, with any Person (other than Parent, Purchaser, or Group any designees of Parent or their respective Representatives Purchaser) with respect to any Acquisition Proposal or any inquiry or proposal that have delivered could reasonably be expected to the Company a bona fide written lead to an Acquisition Proposal, if and only if, promptly terminate access granted to any third party or its Representatives to any electronic data room maintained by the Company Board (acting upon or its Subsidiaries with respect to the recommendation Contemplated Transactions and, to the extent the Company has the right to do so, shall request the return or destruction of all confidential information provided by or on behalf of the Company Special Committeeor its Subsidiaries to any such Person (and in any event within twenty-four (24) hours following the date hereof). The Company and its Representatives may (A) seek to clarify and understand the terms and conditions of any inquiry or the Company Special Committee proposal made by any Person solely to determine whether such inquiry or proposal constitutes an Acquisition Proposal and (B) inform a Person that has made a Qualified or, to the Knowledge of the Company, is considering making an Acquisition Proposal Determination with respect to such Acquisition Proposal in accordance with Section 5.4(b) of the Merger Agreementprovisions of this Section 5.3.

Acquisition Proposals. (a) From Subject to Section 7.03(b) and after the date hereof until the Termination DateSection 7.03(c), the Stockholder hereby covenants and agrees that, except as expressly contemplated pursuant to this Agreement, the Stockholder shall not, and shall cause its managers, directors, officers, employees, consultants, agents, attorneys, representatives and advisors (collectively, “Representatives”) not to, directly or indirectly (i) solicit, initiate, propose or induce the making, submission or announcement of, or knowingly encourage, facilitate or assist, any offer, inquiry, indication none of interest or proposal that constitutes, or is reasonably expected to lead to, an Acquisition Proposal; (ii) furnish to any Person or Group (other than Parent, Merger Sub or any of their respective Representatives in their capacity as such) any non-public information relating to the Company or any of its Subsidiaries shall, nor shall any of them authorize or afford permit, directly or indirectly, any Representative to, directly or indirectly: (i) initiate, solicit, encourage or take any other action to any Person or Group knowingly facilitate (including by way of furnishing information (other than Parentpublic information disseminated through Company SEC Documents, Merger Sub or any of their respective Representatives in their capacity as such) access to the business, properties, assets, books, records press releases or other non-public informationsimilar means)) any inquiries, or to any personnel, of the Company or any of its Subsidiaries, in any such case in connection with any Acquisition Proposal or with the intent to induce the making, submission or announcement of, or to knowingly encourage, facilitate or assist, an Acquisition Proposal offers or the making of any offerproposal or other action that constitutes, inquiryor may reasonably be expected to lead to, indication any Acquisition Proposal; (ii) initiate, engage in, participate in or continue any discussions or negotiations, or furnish or disclose to any Person not a party to this Agreement any information in furtherance of interest any inquiries related to an Acquisition Proposal or proposal that constitutes or is would reasonably be expected to lead to an Acquisition Proposal; (iii) participate enter into any agreement, arrangement or engage in discussions or negotiations with any Person or Group with respect to an Acquisition Proposal or understanding with respect to any inquiries from third Persons relating Acquisition Proposal (including any letter of intent, agreement in principle, memorandum of understanding, confidentiality agreement, expense reimbursement agreement, merger agreement, acquisition agreement, option agreement, joint venture agreement, partnership agreement or other agreement constituting or related to, or intended to, or that would reasonably be expected to lead to, any offer, indication of interest or proposal relating to an Acquisition Proposal (other than informing such Persons of a confidentiality agreement referred to in or permitted by Section 7.03(b)), or that is intended or that would reasonably be expected to result in the provisions contained in abandonment, termination or failure to consummate the Merger or any other transaction contemplated by this Section 4.1Agreement); or (iv) approve(A) fail to make, withdraw (or not continue to make), modify, qualify or amend in a manner adverse to Parent or publicly propose to withdraw or modify in a manner adverse to Parent the Merger Recommendation (it being understood that, subject to and without limitation of Section 7.03(b), taking a neutral position or no position with respect to any Acquisition Proposal shall be considered an adverse modification), (B) recommend, adopt, endorse or recommend any offer, inquiry, indication of interest or proposal that constitutesapprove, or would reasonably expected publicly propose to lead torecommend, adopt, endorse or approve, an Acquisition Proposal; (v) enter into any letter of intent, memorandum of understanding, merger agreement, acquisition agreement or other Contract (whether written, oral, binding or non-binding) relating to an Acquisition Proposal or Acquisition Transaction; or (viC) authorize take any action or commit to do make any statement inconsistent with the Merger Recommendation (any of the foregoingforegoing in this clause “(iv),” a “Company Adverse Recommendation Change”). Notwithstanding anything The Company shall, and shall cause its Subsidiaries and Representatives to, immediately cease and cause to the contrary be terminated any existing solicitations, discussions, negotiations or communications with any party or parties that have made or indicated an interest or intention to make an Acquisition Proposal; provided, that nothing in this Section 4.1, 7.03 shall preclude the Stockholder may, participate or engage in discussions or negotiations with, and furnish information and data toCompany, any Person or Group of its Subsidiaries or their respective Representatives from complying with the provisions of the immediately following sentence. The Company shall promptly request each Person that have delivered has heretofore executed a confidentiality agreement in connection with a potential Acquisition Proposal (other than Parent and its Affiliates) to return or destroy all confidential information heretofore furnished to such Person by or on behalf of the Company or any of its Subsidiaries. The Company shall promptly notify Parent (and in any event within 24 hours) upon receipt by the Company or any of its Subsidiaries (including through a notification by its Representatives) of (y) any request for information relating to the Company a bona fide written or any of its Subsidiaries (other than requests for information in the Ordinary Course and unrelated to an Acquisition Proposal), if or (z) any inquiry or request for discussion or negotiations regarding an Acquisition Proposal and, in each case the Company shall provide Parent with a copy of any such request or inquiry (or a summary of any oral request or inquiry). The Company shall not, and only ifshall cause its Subsidiaries not to, enter into any agreement with any person subsequent to the date of this Agreement, which prohibits the Company from providing such information to Parent or requires the Company to negotiate on an exclusive basis. The Company shall not, and shall cause each of its Subsidiaries not to terminate, waive amend or modify any provision of any existing standstill to which it or any of its Subsidiaries is party, and the Company shall, and shall cause its Subsidiaries to seek enforcement of the provisions of any such agreement, in each case, except to the extent the Company Board determines in good faith (acting upon the recommendation of the Company Special Committeeafter consultation with its outside legal counsel) or the Company Special Committee has made a Qualified Acquisition Proposal Determination with respect that such action would be reasonably likely to such Acquisition Proposal in accordance with Section 5.4(b) of the Merger Agreementviolate its fiduciary obligations under applicable Law.

Acquisition Proposals. (a) From and after the date hereof until the Termination DateWithout limitation on any of its other obligations under this Agreement, the Stockholder SOFTBANK hereby covenants and agrees thatthat neither it nor any of its Subsidiaries nor any of the officers and directors of it or its Subsidiaries (including, except as expressly contemplated pursuant to this Agreementwithout limitation, the Stockholder shall notZ-D) shall, and that it shall use its reasonable best efforts to cause its managers, directors, officers, and its Subsidiaries' employees, consultantsagents and representatives (including any investment banker, agents, attorneys, representatives and advisors (collectively, “Representatives”attorney or accountant retained by it or any of its Subsidiaries) not to, directly or indirectly indirectly, (i) initiate, solicit, initiate, propose or induce the making, submission or announcement of, encourage or knowingly encourage, facilitate or assist, any offer, inquiry, indication of interest or proposal that constitutes, or is reasonably expected to lead to, an Acquisition Proposal; (ii) furnish to any Person or Group (other than Parent, Merger Sub or any of their respective Representatives in their capacity as such) any non-public information relating to the Company or any of its Subsidiaries or afford to any Person or Group (other than Parent, Merger Sub or any of their respective Representatives in their capacity as such) access to the business, properties, assets, books, records or other non-public information, or to any personnel, of the Company or any of its Subsidiaries, in any such case in connection with any Acquisition Proposal or with the intent to induce the making, submission or announcement of, or to knowingly encourage, facilitate or assist, an Acquisition Proposal inquiries or the making of any offerproposal or offer with respect to, inquiryor a transaction to effect, indication an Acquisition Proposal with respect to Z-D or any of interest its Significant Subsidiaries, (ii) have any discussion with or proposal that constitutes provide any confidential information or is reasonably expected data to lead 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, in each case with respect to Z-D or any of its Significant Subsidiaries, (iii) participate approve, vote in favor of, consent to or engage in discussions recommend, or negotiations with propose publicly to approve or recommend, any Person or Group Acquisition Proposal with respect to an Acquisition Proposal Z-D or with respect to any inquiries from third Persons relating to any offer, indication of interest its Significant Subsidiaries or proposal relating to an Acquisition Proposal (other than informing such Persons of the provisions contained in this Section 4.1); (iv) approve, endorse vote in favor of, consent to or recommend any offer, inquiry, indication of interest or proposal that constitutesrecommend, or would reasonably expected propose to lead toapprove or recommend, an Acquisition Proposal; (v) or execute or enter into into, any letter of intent, memorandum of understandingagreement in principle, merger agreement, acquisition agreement, option agreement or other Contract (whether written, oral, binding similar agreement or non-binding) relating to an Acquisition Proposal propose publicly or Acquisition Transaction; or (vi) authorize or commit agree to do any of the foregoingforegoing related to any Acquisition Proposal with respect to Z-D or any of its Significant Subsidiaries. Notwithstanding anything SOFTBANK agrees that it will promptly keep the other party informed of the status and terms of any such proposals. SOFTBANK further agrees that it will, and will cause its officers, directors and representatives to, immediately cease and cause to be terminated any activities, discussions or negotiations existing as of the contrary date of this Agreement with any parties conducted heretofore with respect to any Acquisition Proposal with respect to Z-D or any of its Significant Subsidiaries and that it will use reasonable best efforts to promptly inform its directors, officers, key employees, agents and representatives of the obligations undertaken in this Section 4.1, the Stockholder may, participate or engage in discussions or negotiations with, and furnish information and data to, any Person or Group or their respective Representatives that have delivered to the Company a bona fide written Acquisition Proposal, if and only if, the Company Board (acting upon the recommendation of the Company Special Committee) or the Company Special Committee has made a Qualified Acquisition Proposal Determination with respect to such Acquisition Proposal in accordance with Section 5.4(b) of the Merger Agreement4.3.

Acquisition Proposals. (a) From and after the date hereof of this Agreement until the Termination Dateearlier to occur of the Closing or the termination of this Agreement in accordance with its terms, the Stockholder hereby covenants and agrees that, except as expressly contemplated pursuant to this Agreement, the Stockholder IIBK shall not, and shall cause not authorize or permit any of its managers, directors, Subsidiaries or any of its Subsidiaries’ officers, employeesdirectors or employees or any investment banker, consultantsfinancial advisor, agentsattorney, attorneys, representatives and advisors (collectively, “Representatives”) not accountant or other representative retained by IIBK or any of its Subsidiaries to, directly or indirectly indirectly, (i) solicit, initiate, propose induce or induce the making, submission or announcement ofencourage, or knowingly encourage, facilitate or assisttake any other action to facilitate, any offerinquiries, inquiry, indication offers discussions or the making of interest or any proposal that constitutes, constitutes or is could reasonably be expected to lead to, to an Acquisition Proposal; , (ii) furnish to any Person confidential or Group (other than Parent, Merger Sub or any of their respective Representatives in their capacity as such) any non-public information relating to the Company or data regarding IIBK or any of its Subsidiaries or afford access to any such information or data to any Person or Group (other than Parent, Merger Sub or any of their respective Representatives in their capacity as such) access to the business, properties, assets, books, records or other non-public information, or to any personnel, of the Company or any of its Subsidiaries, in any such case in connection with any Acquisition Proposal or with the intent in response to induce the making, submission or announcement of, or to knowingly encourage, facilitate or assist, an Acquisition Proposal or the making of any offer, inquiry, an inquiry or indication of interest or proposal that constitutes or is would reasonably be expected to lead to an Acquisition Proposal; , (iii) continue or otherwise participate or engage in any discussions or negotiations negotiations, or otherwise communicate in any way with any Person or Group with respect to an Acquisition Proposal or with respect to any inquiries from third Persons relating to any offer, indication of interest or proposal relating to an Acquisition Proposal (other than informing such Persons of the provisions contained in this Section 4.1Purchaser and Purchaser Bank); , regarding an Acquisition Proposal, (iv) approve, endorse or recommend any offer, inquiry, indication of interest or proposal that constitutes, or would reasonably expected to lead to, an Acquisition Proposal; , (v) release any Person from, waive any provisions of, or fail to use its reasonable best efforts to enforce any confidentiality agreement or standstill agreement to which IIBK is a party or (vi) enter into or consummate any agreement, agreement in principle, letter of intent, memorandum of understanding, merger agreement, acquisition agreement arrangement or other Contract (whether written, oral, binding or non-binding) relating to an understanding contemplating any Acquisition Proposal or Acquisition Transaction; requiring IIBK to abandon, terminate or (vi) authorize fail to consummate the transactions contemplated hereby. Without limiting the foregoing, it is understood that any violation of the restrictions set forth in the preceding sentence by any officer, director or commit to do employee of IIBK or any of the foregoing. Notwithstanding anything Subsidiaries or any investment banker, financial advisor, attorney, accountant or other representative retained by IIBK or any of its Subsidiaries shall be deemed to the contrary in be a breach of this Section 4.1, the Stockholder may, participate or engage in discussions or negotiations with, and furnish information and data to, any Person or Group or their respective Representatives that have delivered to the Company a bona fide written Acquisition Proposal, if and only if, the Company Board (acting upon the recommendation of the Company Special Committee) or the Company Special Committee has made a Qualified Acquisition Proposal Determination with respect to such Acquisition Proposal in accordance with Section 5.4(b) of the Merger Agreement.5.1

Acquisition Proposals. (a) From and after Subject to Section 7.2(b), from the date hereof Effective Date until the Termination DateControl Date or, if earlier, the Stockholder hereby covenants and agrees that, except as expressly contemplated pursuant to termination of this AgreementAgreement in accordance with Article IX, the Stockholder Company shall not, and shall cause its managers, directorsSubsidiaries and its directors (to the extent acting in their capacity as such), officers, employees, consultantsAffiliates, agentsinvestment bankers, attorneys, accountants and other advisors or representatives and advisors (collectively, “Representatives”) not to, directly or indirectly indirectly: (i) solicit, initiate, propose or induce solicit or knowingly facilitate or encourage (including by way of providing information) the making, submission or announcement ofof any inquiries, proposals or knowingly encourage, facilitate offers that constitute or assist, any offer, inquiry, indication of interest or proposal that constitutes, or is may reasonably be expected to lead to, an any Acquisition Proposal; Proposal or engage in any discussions or negotiations with respect thereto or otherwise knowingly cooperate with or knowingly assist or participate in, or knowingly facilitate or knowingly encourage any such inquiries, proposals, discussions or negotiations or (ii) furnish approve, endorse or recommend, or publicly propose to approve or recommend, an Acquisition Proposal or enter into any Person merger agreement, letter of intent, agreement in principle, share purchase agreement, asset purchase agreement or Group (share exchange agreement, option agreement or other than Parentsimilar agreement relating to an Acquisition Proposal or enter into any agreement or agreement in principle requiring the Company to abandon, Merger Sub terminate or fail to consummate the transactions contemplated hereby or breach its obligations hereunder or propose or agree to do any of the foregoing. The Company shall immediately cease, and shall cause its Subsidiaries and Representatives to terminate, any solicitation, knowing encouragement, discussion or negotiation or knowing cooperation with or knowing assistance or participation in, or knowing facilitation or knowing encouragement of any such inquiries, proposals, discussions or negotiations with any Persons conducted theretofore by the Company, its Subsidiaries or any of their respective its Representatives in their capacity as such) with respect to any Acquisition Proposal, and shall request to be returned or destroyed all non-public information relating to provided by or on behalf of the Company or any of its Subsidiaries or afford to any Person or Group (other than Parent, Merger Sub or any of their respective Representatives in their capacity as such) access to the business, properties, assets, books, records or other non-public information, or to any personnel, of the Company or any of its Subsidiaries, in any such case in connection with any Acquisition Proposal or with the intent to induce the making, submission or announcement of, or to knowingly encourage, facilitate or assist, an Acquisition Proposal or the making of any offer, inquiry, indication of interest or proposal that constitutes or is reasonably expected to lead to an Acquisition Proposal; (iii) participate or engage in discussions or negotiations with any Person or Group with respect to an Acquisition Proposal or with respect to any inquiries from third Persons relating to any offer, indication of interest or proposal relating to an Acquisition Proposal (other than informing such Persons of the provisions contained in this Section 4.1); (iv) approve, endorse or recommend any offer, inquiry, indication of interest or proposal that constitutes, or would reasonably expected to lead to, an Acquisition Proposal; (v) enter into any letter of intent, memorandum of understanding, merger agreement, acquisition agreement or other Contract (whether written, oral, binding or non-binding) relating to an Acquisition Proposal or Acquisition Transaction; or (vi) authorize or commit to do any of the foregoing. Notwithstanding anything to the contrary in this Section 4.1, the Stockholder may, participate or engage in discussions or negotiations with, and furnish information and data to, any Person or Group or their respective Representatives that have delivered to the Company a bona fide written Acquisition Proposal, if and only if, the Company Board (acting upon the recommendation of the Company Special Committee) or the Company Special Committee has made a Qualified Acquisition Proposal Determination with respect to such Acquisition Proposal in accordance with Section 5.4(b) of the Merger AgreementPerson.

Acquisition Proposals. (a) From and after the date hereof until the Termination Date, the Stockholder hereby covenants and agrees that, except as expressly contemplated pursuant to this Agreement, the Stockholder The Company shall not, and shall cause its managers, subsidiaries and its and its subsidiaries’ directors, officersofficers and employees not to, employees, consultants, agents, and shall instruct its and its subsidiaries’ attorneys, investment bankers and other advisors or representatives (collectively with its subsidiaries and advisors (collectivelyits and its subsidiaries’ directors, officers and employees, “Representatives”) not to, directly or indirectly indirectly, (i) initiate, solicit, initiate, propose or induce the making, submission or announcement of, or knowingly encourage, knowingly induce or knowingly facilitate or assist, any offer, inquiry, indication of interest or proposal that constitutes, or is reasonably expected to lead to, an Acquisition Proposal; (ii) furnish to any Person or Group (other than Parent, Merger Sub or any of their respective Representatives in their capacity as such) any including by providing non-public information relating to the Company or any and its subsidiaries) the making of its Subsidiaries or afford to any Person or Group (other than Parent, Merger Sub or any of their respective Representatives in their capacity as such) access to the business, properties, assets, books, records or other non-public information, or to any personnel, of the Company or any of its Subsidiaries, in any such case in connection with any Acquisition Proposal or with the intent to induce the making, submission or announcement of, or to knowingly encourage, facilitate or assist, an Acquisition Proposal or the making of any offer, inquiry, indication of interest offer or proposal that constitutes or is would reasonably be expected to lead to an Acquisition Proposal; , (iiiii) engage or otherwise participate in any negotiations or engage discussions (other than, in discussions response to a bona fide Acquisition Proposal or negotiations with other inquiry, offer or proposal after the date hereof that was not initiated, solicited, encouraged or facilitated in, and did not otherwise result from a, material violation of this Section 6.1, contacting such Person and its advisors for the purpose of clarifying the material terms of any such Acquisition Proposal or inquiry, offer or proposal and the likelihood and timing of consummation thereof) concerning, or provide access to its properties, books and records or any confidential or nonpublic information or data to, any Person in connection with, relating to or Group with respect to for the purpose of encouraging or facilitating an Acquisition Proposal or with respect to any inquiries from third Persons relating to any offerinquiry, indication of interest offer or proposal relating that would reasonably be expected to lead to an Acquisition Proposal Proposal, (other than informing such Persons of the provisions contained in this Section 4.1); (iviii) approve, endorse or recommend any offer, inquiry, indication of interest or proposal that constitutesrecommend, or would reasonably expected propose publicly to lead toapprove, an endorse or recommend, any Acquisition Proposal; , or (viv) execute or enter into any letter of intent, memorandum of understandingagreement in principle, merger agreement, acquisition agreement or other Contract (whether written, oral, binding similar written or non-binding) oral agreement relating to an any Acquisition Proposal or Superior Proposal (each, an “Alternative Acquisition Transaction; Agreement”), and the Company shall not resolve or (vi) authorize or commit agree to do any of the foregoing. Notwithstanding anything to Without limiting the contrary foregoing, it is agreed that any violation of any of the restrictions set forth in the preceding sentence by any Representatives of the Company or any of its subsidiaries shall be a breach of this Section 4.16.1(a) by the Company. The Company shall, the Stockholder mayshall cause its subsidiaries and its and its subsidiaries’ directors, participate or engage in officers and employees to, and shall instruct its and its subsidiaries’ other Representatives to, immediately cease and cause to be terminated any solicitations of, discussions or negotiations with, or provision of access to non-public information relating to the Company and furnish information and data its subsidiaries to, any Person or Group or (other than the Parties and their respective Representatives Representatives) in connection with an Acquisition Proposal. The Company also agrees that have delivered it will promptly request each Person (other than the Parties and their respective Representatives) that has prior to the date hereof executed a confidentiality agreement in connection with its consideration of an Acquisition Proposal to promptly return or destroy all confidential information furnished to such Person by or on behalf of it or any of its subsidiaries prior to the date hereof and shall terminate access to data rooms furnished in connection therewith. The Company a bona fide written shall promptly (and in any event within twenty-four (24) hours) notify Parent orally and in writing of the receipt of any inquiries, proposals or offers, any requests for non-public information, or any requests for discussions or negotiations with the Company or any of its Representatives, in each case with respect to an Acquisition Proposal or any offer, inquiry or proposal that would reasonably be expected to lead to an Acquisition Proposal, which notice shall include a summary of the material terms and conditions of, and the identity of the Person making, such Acquisition Proposal, inquiry, proposal or offer, and, if applicable, copies of any such written requests, proposals or offers, including proposed agreements, and only ifthereafter shall keep Parent reasonably informed, on a prompt basis (and in any event within twenty-four (24) hours), of any material developments regarding any Acquisition Proposals or any material change to the terms and status of any such Acquisition Proposal or the material aspects of any bid process established by the Company to review such proposals or offers. The Company agrees that neither it nor any of its subsidiaries shall terminate, waive, or amend to similar effect any existing standstill or similar agreement to which it or one of its subsidiaries is a party, except to the extent that prior to, but not after, obtaining the Company Requisite Vote, after consultation with outside legal counsel, the Company Board (acting upon determines that the recommendation of the Company Special Committee) or the Company Special Committee has made a Qualified Acquisition Proposal Determination failure to take such action would be reasonably likely to be inconsistent with respect to such Acquisition Proposal in accordance with Section 5.4(b) of the Merger Agreementits fiduciary duties under applicable Law.