Common use of Acquisition Proposals Clause in Contracts

Acquisition Proposals. From the date hereof until the Closing Date or, if earlier, the termination of this Agreement in accordance with Article X, the Company and its Subsidiaries shall not, and shall cause their representatives not to, directly or indirectly (i) initiate any negotiations with any Person with respect to, or provide any non-public information or data concerning the Company or any of its Subsidiaries to any Person relating to, an Acquisition Proposal or afford to any Person access to the business, properties, assets or personnel of the Company or any of its Subsidiaries in connection with 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) grant any waiver, amendment or release under any confidentiality agreement or the anti-takeover laws of any state, or (iv) otherwise knowingly facilitate any such inquiries, proposals, discussions, or negotiations or any effort or attempt by any Person to make an Acquisition Proposal. The Company also agrees that immediately following the execution of this Agreement they shall, and shall cause their representatives acting on their behalf, to cease any solicitations, discussions or negotiations with any Person (other than the parties hereto and their respective representatives) conducted heretofore in connection with an Acquisition Proposal. The Company also agrees that within three (3) Business Days of the execution of this Agreement, the Company shall request each Person (other than the parties hereto and their respective representatives) that has prior to the date hereof executed a confidentiality agreement in connection with its consideration of acquiring the Company or any of its Subsidiaries (and with whom the Company has had contact in the 12 months prior to the date of this Agreement regarding the acquisition of the Company or any of its Subsidiaries) to return or destroy all confidential information furnished to such Person by or on behalf of it prior to the date hereof and terminate access to any physical or electronic data room maintained by or on behalf of the Company.

Acquisition Proposals. From the date hereof until the Closing Date or, if earlier, the termination (a) Each of this Agreement in accordance with Article X, the Company and its Subsidiaries shall not, and shall cause their representatives not to, directly or indirectly (i) initiate any negotiations with any Person with respect to, or provide any non-public information or data concerning the Company or any of its Subsidiaries to any Person relating to, an Acquisition Proposal or afford to any Person access to the business, properties, assets or personnel of the Company or any of its Subsidiaries in connection with 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) grant any waiver, amendment or release under any confidentiality agreement or the anti-takeover laws of any state, or (iv) otherwise knowingly facilitate any such inquiries, proposals, discussions, or negotiations or any effort or attempt by any Person to make an Acquisition Proposal. The Company also agrees that immediately following the execution of this Agreement they shall, and shall use commercially reasonable efforts to cause its Affiliates and each of their respective directors, officers, employees, agents and representatives acting on their behalf(collectively, the "COMPANY REPRESENTATIVES"), to immediately cease any solicitations, all existing discussions or negotiations with any other Person (other than the parties hereto and their respective representatives) conducted heretofore in connection with an Acquisition Proposal. The Company also agrees that within three (3) Business Days respect to any offer or proposal for, or indication of the execution of this Agreementinterest in, the Company shall request each Person (a merger, consolidation, stock exchange, tender offer, exchange offer, business combination, reorganization, recapitalization, liquidation, dissolution or other than the parties hereto and their respective representatives) that has prior to the date hereof executed a confidentiality agreement in connection with its consideration of acquiring the Company or any of its Subsidiaries (and with whom the Company has had contact in the 12 months prior to the date of this Agreement regarding the acquisition of similar transaction involving the Company or any of its Subsidiaries, any purchase of 20% or more of the assets of the Company and its Subsidiaries taken as a whole, or 20% or more of the Company Shares or capital stock of any of the Company's Subsidiaries, other than the transactions contemplated by this Agreement (each, an "ACQUISITION PROPOSAL"). Each of the Company and its Subsidiaries shall not take, and shall cause each of the Company Representatives not to take, any action (i) to return solicit, initiate or destroy knowingly facilitate or encourage, directly or indirectly, the making or submission of any Acquisition Proposal, (ii) to enter into any agreement, arrangement or understanding with respect to any Acquisition Proposal, other than a confidentiality agreement, or to 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) to initiate or participate in any way in any discussions or negotiations with, or furnish or disclose any information to, any Person (other than the Parent or the Purchaser) in furtherance of any proposal that constitutes, or could reasonably be expected to lead to, any Acquisition Proposal, (iv) to knowingly 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 Acquisition Proposal, or (v) to grant any waiver or release under any standstill, confidentiality or similar agreement entered into by the Company or any of its affiliates or representatives; provided, however, that prior to the purchase by the Parent or the Purchaser of the Company Shares pursuant to the Offer, the Company's Board of Directors may, in response to a bona fide, unsolicited Acquisition Proposal that it determines in good faith (after consulting with its financial advisor) is reasonably likely to result in or lead to a bona fide, written Acquisition Proposal that is on terms that the Company's Board of Directors determines in good faith would, or is reasonably likely to, result in a transaction that is more favorable to its stockholders (taking into account, among other things, all confidential legal, financial, regulatory and other aspects of the proposal and the identity of the offeror) than the transactions contemplated hereby (a "SUPERIOR PROPOSAL"), (A) furnish information furnished with respect to the Company and its Subsidiaries to the Person making such Superior Proposal pursuant to a confidentiality agreement, and (B) participate in discussions or negotiations with the Person by making such Superior Proposal. Nothing herein will prohibit the Company from requesting clarification from any third party that makes a bona fide unsolicited Acquisition Proposal if such action is taken solely for the purpose of obtaining information reasonably necessary for the Company to determine whether such Acquisition Proposal is, or on behalf of it is reasonably likely to result in or lead to, a Superior Proposal. The Parent acknowledges that prior to the date hereof of this Agreement, the Company has solicited or caused to be solicited by the Financial Advisor indications of interest and terminate access to any physical or electronic data room maintained by or on behalf of the Companyproposals for an Acquisition Proposal.

Acquisition Proposals. From the date hereof until the Closing Date or, if earlier, the termination of this Agreement in accordance with Article X, the Company and its Subsidiaries Murano Parties shall not, and the Murano Parties shall instruct and use reasonable best efforts to cause their representatives acting on their behalf not to, directly or indirectly to (i) initiate any negotiations with any Person with respect to, or provide any non-public information or data concerning the Company or any of its Subsidiaries Group Companies to any Person relating to, an Acquisition Proposal or afford to any Person access to the business, properties, assets or personnel of the Company or any of its Subsidiaries Group Companies in connection with 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) grant any waiver, amendment or release under any confidentiality agreement or the anti-takeover laws of any state, in each case, in connection with an Acquisition Proposal, or (iv) otherwise knowingly facilitate any such inquiries, proposals, discussions, or negotiations or any effort or attempt by any Person to make an Acquisition Proposal. The Company also agrees that immediately following From and after the execution of this Agreement they date hereof, the Murano Parties shall, and the Murano Parties shall instruct and use reasonable best efforts to cause their representatives acting on their behalfbehalf to, to immediately cease any solicitations, and terminate all discussions or and negotiations with any Person Persons that may be ongoing with respect to an Acquisition Proposal (other than HCM and its representatives). Notwithstanding anything to the parties hereto and their respective representatives) conducted heretofore contrary in connection with an Acquisition Proposal. The Company also agrees that within three (3) Business Days of the execution of this Agreement, the Company shall request each Person (other than the parties hereto Murano Parties and their respective representatives) that has prior representatives shall not be restricted pursuant to the date hereof executed a confidentiality agreement in connection foregoing sentences with its consideration of acquiring the Company or respect to any of its Subsidiaries (and with whom the Company has had contact in the 12 months prior to the date of actions explicitly contemplated by this Agreement regarding or the acquisition of the Company or any of its Subsidiaries) to return or destroy all confidential information furnished to such Person by or on behalf of it prior to the date hereof and terminate access to any physical or electronic data room maintained by or on behalf of the CompanyAncillary Agreements.

Acquisition Proposals. From (a) The Company and each of its Subsidiaries shall, and shall direct and use its commercially reasonable efforts to cause its officers, directors, employees, agents and other representatives to, immediately cease any discussions, negotiations or contacts with any Persons that may be ongoing with respect to an Acquisition Proposal (as hereinafter defined). With respect to any Person or Persons with whom the Company or any of its Subsidiaries has been discussing any Acquisition Proposal prior to the date hereof until the Closing Date or, if earlier, the termination of this Agreement in accordance with Article Xhereof, the Company and its Subsidiaries shall not, and shall cause their representatives not to, directly or indirectly (i) initiate any negotiations promptly following the execution of this Agreement request each such Person who has heretofore entered into a confidentiality agreement with any Person with respect to, or provide any non-public information or data concerning the Company or any of its Subsidiaries to any Person relating to, regarding an Acquisition Proposal to return to the Company all confidential information heretofore furnished to such Person or afford Persons by or on behalf of the Company or its Subsidiaries. Neither the Company nor any of its Subsidiaries shall, directly or indirectly, through any officer, director, employee, agent or otherwise, solicit, initiate or encourage the submission of any proposal or offer from any Person (as hereinafter defined) relating to any Person access to acquisition or purchase of all or (other than in the ordinary course of business) any portion of the assets of, propertiesor any equity interest in, assets or personnel of the Company or any of its Subsidiaries in connection with an Acquisition Proposalor any recapitalization, (ii) enter into any acquisition agreement, merger agreement business combination 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) grant any waiver, amendment or release under any confidentiality agreement or the anti-takeover laws of any state, or (iv) otherwise knowingly facilitate any such inquiries, proposals, discussions, or negotiations or any effort or attempt by any Person to make an Acquisition Proposal. The Company also agrees that immediately following the execution of this Agreement they shall, and shall cause their representatives acting on their behalf, to cease any solicitations, discussions or negotiations transaction with any Person (other than the parties hereto and their respective representatives) conducted heretofore in connection with an Acquisition Proposal. The Company also agrees that within three (3) Business Days of the execution of this Agreement, the Company shall request each Person (other than the parties hereto and their respective representatives) that has prior to the date hereof executed a confidentiality agreement in connection with its consideration of acquiring the Company or any of its Subsidiaries (and any communication with whom respect to the foregoing being an "ACQUISITION PROPOSAL") or participate in any negotiations regarding, or furnish to any other Person any information with respect to, or otherwise cooperate in any way with, or assist or participate in, facilitate or encourage any effort or attempt by any other Person to do or seek any of the foregoing; PROVIDED, HOWEVER, that, at any time prior to the purchase of Shares by Acquisition Sub pursuant to the Offer, the Company has had contact may furnish information to, and negotiate or otherwise engage in the 12 months prior to discussions with, any party who delivers a written Acquisition Proposal which was not solicited or encouraged after the date of this Agreement regarding if the acquisition Board by majority vote determines in good faith (i) after consultation with and receipt of advice from its outside legal counsel, that failing to take such action may reasonably be determined to constitute a breach of the Company or any fiduciary duties of its Subsidiariesthe Board under applicable law, (ii) to return or destroy all confidential information furnished that commitments (financing and other) of substantially the same sufficiency and firmness as those then obtained by Purchaser have been obtained with respect to such Person by or on behalf Acquisition Proposal that the Board reasonably expects a transaction pursuant to such Acquisition Proposal could be consummated and (iii) that such Acquisition Proposal is not subject to any regulatory approvals that could reasonably be expected to prevent consummation. In connection with the Acquisition Proposal of it prior a party that satisfies the criteria set forth in the proviso to the date hereof preceding sentence, the Company will enter into a confidentiality agreement with such party, which confidentiality agreement shall have terms and terminate access conditions that will be no less favorable to any physical or electronic data room maintained the Company than the terms and provisions relating to confidentiality contained in that certain Letter Agreement dated April 25, 2000 by or on behalf of and between the CompanyCompany and Purchaser.

Acquisition Proposals. From the date hereof until the Closing Date or(a) Except as otherwise expressly permitted by this Section 7.6, if earlier, the termination of this Agreement in accordance with Article X, the Company and its Subsidiaries shall not, and shall cause their representatives not to, directly or indirectly (i) initiate any negotiations with any Person with respect to, or provide any non-public information or data concerning the Company or any of its Subsidiaries to any Person relating to, an Acquisition Proposal or afford to any Person access to the business, properties, assets or personnel none of the Company or any of its Subsidiaries in connection with an shall, nor shall (directly or indirectly) the Company authorize or permit any of its or their controlled Affiliates, officers, directors, representatives, advisors or other intermediaries or Subsidiaries to: (i) solicit, initiate or knowingly encourage the submission of inquiries, proposals or offers from any Person (other than Parent) relating to any Company Acquisition Proposal, or agree to or endorse any Company Acquisition Proposal; (ii) enter into any acquisition agreement, merger agreement or similar definitive agreement, or to (x) consummate any letter of intent, memorandum of understanding or agreement in principle, or any other agreement relating to an Company Acquisition Proposal, (y) approve or endorse any Company Acquisition Proposal or (z) in connection with any Company Acquisition Proposal, require the Company to abandon, terminate or fail to consummate the Merger; (iii) grant enter into or participate in any waiverdiscussions or negotiations in connection with any Company Acquisition Proposal or inquiry with respect to any Company Acquisition Proposal, amendment or release under furnish to any confidentiality agreement Person any non-public information with respect to its business, properties or the anti-takeover laws of assets in connection with any state, Company Acquisition Proposal; or (iv) otherwise knowingly facilitate any such inquiries, proposals, discussionsagree or resolve to take, or negotiations take, any of the actions prohibited by clause (i), (ii) or any effort or attempt by any Person to make an Acquisition Proposal(iii) of this sentence. The Company also agrees that shall immediately following the execution of this Agreement they shallcease, and shall cause their representatives acting on their behalfits representatives, advisors and other intermediaries to cease immediately cease, any solicitationsand all existing activities, discussions or negotiations with any Person (other than the parties hereto and their respective representatives) conducted heretofore in connection with an Acquisition Proposalrespect to any of the foregoing. The Company also agrees that within three (3) Business Days shall promptly inform its financial advisors of the execution Company’s obligations under this Section 7.6. Any violation of this Agreement, Section 7.6 by any financial advisor of the Company shall request each Person (be deemed to be a breach of this Section 7.6 by the Company. For purposes of this Section 7.6, the term “Person” means any person, corporation, entity or “group,” as defined in Section 13(d) of the Exchange Act, other than the parties hereto and their respective representatives) that has prior to the date hereof executed a confidentiality agreement in connection with its consideration of acquiring the Company Parent or any Subsidiaries of its Subsidiaries (and with whom the Company has had contact in the 12 months prior to the date of this Agreement regarding the acquisition of the Company or any of its Subsidiaries) to return or destroy all confidential information furnished to such Person by or on behalf of it prior to the date hereof and terminate access to any physical or electronic data room maintained by or on behalf of the CompanyParent.

Acquisition Proposals. From (a) The Company and its Subsidiaries and their respective officers, directors and employees shall, and the date hereof Company shall cause its other Representatives to, immediately cease and cause to be terminated all existing discussions or negotiations with any Person conducted heretofore with respect to any potential Acquisition Proposal and shall promptly request the return from, or destruction by, all such Persons of all non-public information previously furnished or made available to such Persons by or on behalf of the Company in accordance with the terms of any confidentiality or similar agreement in place with such Person. Except as expressly permitted by this Section 5.4, until the Closing Date Effective Time or, if earlier, the termination of this Agreement in accordance with Article XVII, the Company and its Subsidiaries and their respective officers, directors and employees shall not, and the Company shall cause their representatives not authorize or knowingly permit its other Representatives to, directly or indirectly indirectly, (i) initiate initiate, solicit or knowingly encourage or facilitate any inquiry or the making of any proposal or offer that constitutes, or take any action that would reasonably be expected to lead to, an Acquisition Proposal, (ii) engage in, enter into, continue or otherwise participate in any discussions or negotiations with any Person with respect to, or provide any non-public information or data concerning the Company or any of its Subsidiaries to any Person relating to, an Acquisition Proposal or afford to any Person access to the business, properties, assets or personnel of the Company or any of its Subsidiaries in connection with an Acquisition Proposal, (iiiii) 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 (other than a confidentiality agreement containing terms as to confidentiality that are no less favorable in the aggregate to the Company than those contained in the Confidentiality Agreement (any such confidentiality agreement, an “Acceptable Confidentiality Agreement”)) relating to an Acquisition ProposalProposal (an “Alternative Acquisition Agreement”). Without limiting the foregoing, (iii) grant it is agreed that any waiver, amendment or release under any confidentiality agreement or violation of the anti-takeover laws of any state, or (iv) otherwise knowingly facilitate any such inquiries, proposals, discussions, or negotiations or any effort or attempt restrictions on the Company set forth in this Section 5.4 by any Person to make an Acquisition Proposal. The Company also agrees that immediately following the execution Representative of this Agreement they shall, and shall cause their representatives acting on their behalf, to cease any solicitations, discussions or negotiations with any Person (other than the parties hereto and their respective representatives) conducted heretofore in connection with an Acquisition Proposal. The Company also agrees that within three (3) Business Days of the execution of this Agreement, the Company shall request each Person (other than the parties hereto and their respective representatives) that has prior to the date hereof executed be deemed a confidentiality agreement in connection with its consideration of acquiring the Company or any of its Subsidiaries (and with whom the Company has had contact in the 12 months prior to the date breach of this Agreement regarding the acquisition of the Company or any of its Subsidiaries) to return or destroy all confidential information furnished to such Person Section 5.4 by or on behalf of it prior to the date hereof and terminate access to any physical or electronic data room maintained by or on behalf of the Company.

Acquisition Proposals. From the date hereof until the Closing Date or, if earlier, the termination (a) None of this Agreement in accordance with Article X, the Company and its Subsidiaries shall not, and shall cause their representatives not to, directly or indirectly (i) initiate any negotiations with any Person with respect to, or provide any non-public information or data concerning the Company Parent or any of its Subsidiaries to shall (whether directly or indirectly through Affiliates, directors, officers, employees, advisors, agents, representatives or other intermediaries), nor shall (directly or indirectly) any Person relating to, an Acquisition Proposal or afford to any Person access to the business, properties, assets or personnel of the Company Parent or any of its Subsidiaries in connection with an authorize or permit any of its or their officers, directors, agents, representatives, advisors or Subsidiaries to, (i) solicit, initiate or take any action to facilitate or encourage the submission of inquiries, proposals or offers from any Person relating to any Acquisition Proposal, or agree to or endorse any Acquisition Proposal; (ii) enter into any acquisition agreement, merger agreement to (x) facilitate or similar definitive agreementfurther the consummation of, or consummate, any letter of intent, memorandum of understanding or agreement in principle, or any other agreement relating to an Acquisition Proposal, (y) approve or endorse any Acquisition Proposal or (z) in connection with any Acquisition Proposal, require it to abandon, terminate or fail to consummate the Merger; (iii) grant enter into or participate in any waiverdiscussions or negotiations in connection with any Acquisition Proposal or inquiry with respect to any Acquisition Proposal, amendment or release under furnish to any confidentiality agreement Person any information with respect to its business, properties or the anti-takeover laws of assets in connection with any state, Acquisition Proposal or inquiry with respect to any Acquisition Proposal; or (iv) otherwise knowingly facilitate agree to resolve or take any such inquiriesof the actions prohibited by clauses (i), proposals, discussions, (ii) or negotiations or any effort or attempt by any Person to make an Acquisition Proposal. The Company also agrees that immediately following the execution (iii) of this Agreement they shallsentence. Parent shall immediately cease, and shall cause their representatives acting on their behalfits advisors, agents and other intermediaries to cease immediately cease, any solicitationsand all existing activities, discussions or negotiations with any Person (parties conducted heretofore with respect to any of the foregoing and shall demand the return or destruction of any information provided from and after September 2006 with respect to such activities, discussion or negotiations. For purposes of this Section 7.5, the term “Person” means any person, corporation, entity or “group,” as defined in Section 13(d) of the Exchange Act, other than the parties hereto and their respective representatives) conducted heretofore in connection with an Acquisition Proposal. The Company also agrees that within three (3) Business Days of the execution of this Agreement, the Company shall request each Person (other than the parties hereto and their respective representatives) that has prior to the date hereof executed a confidentiality agreement in connection with its consideration of acquiring the Company or any of its Subsidiaries (and with whom the Company has had contact in the 12 months prior to the date of this Agreement regarding the acquisition of the Company or any of its Subsidiaries) to return or destroy all confidential information furnished to such Person by or on behalf of it prior to the date hereof and terminate access to any physical or electronic data room maintained by or on behalf of the Company.

Acquisition Proposals. From The Company agrees that after the date hereof until and prior to the Closing Date or, if earlier, earlier of the termination of this Agreement in accordance with Article Xthe terms herein and the Second Closing Date, neither it nor any of its Subsidiaries nor any of the Company officers and directors of it or its Subsidiaries shall, and that it shall direct and use its best efforts to cause its and its Subsidiaries shall notSubsidiaries' employees, agents and shall cause their representatives (including any investment banker, attorney or accountant retained by it or any of its Subsidiaries) not to, directly or indirectly (i) indirectly, initiate any negotiations with any Person with respect toor solicit, encourage or provide any non-public information or data concerning the Company or any of its Subsidiaries to any Person relating to, an Acquisition Proposal or afford to any Person access to the business, properties, assets or personnel of the Company or any of its Subsidiaries in connection with 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) grant any waiver, amendment or release under any confidentiality agreement or the anti-takeover laws of any state, or (iv) otherwise knowingly facilitate any such inquiriesinquiries or the making of any proposal or offer with respect to a merger, proposalsreorganization, discussionsshare exchange, consolidation or similar transaction involving, or negotiations any purchase of all or 15% or more of the assets or any effort or attempt by any Person to make an Acquisition Proposal. The Company also agrees that immediately following the execution of this Agreement they shalloutstanding equity securities of, and shall cause their representatives acting on their behalf, to cease any solicitations, discussions or negotiations with any Person (other than the parties hereto and their respective representatives) conducted heretofore in connection with an Acquisition Proposal. The Company also agrees that within three (3) Business Days of the execution of this Agreement, the Company shall request each Person (other than the parties hereto and their respective representatives) that has prior to the date hereof executed a confidentiality agreement in connection with its consideration of acquiring the Company it or any of its Subsidiaries (and with whom the any such proposal or offer being hereinafter referred to as an "Acquisition Proposal"). The Company has had contact in the 12 months prior to the date further agrees that neither it nor any of this Agreement regarding the acquisition its Subsidiaries nor any of the Company officers and directors of it or its Subsidiaries shall, and that it shall direct and use its best efforts to cause its and its Subsidiaries' employees, agents and representatives (including any investment banker, attorney or accountant retained by it or any of its Subsidiaries) to return not to, directly or destroy all indirectly, engage in any negotiations concerning, or provide any confidential information furnished or data to, or have any discussions with, any person other than the Purchaser relating to such Person by an Acquisition Proposal or on behalf any person that the Company believes may be considering an Acquisition Proposal, or otherwise facilitate any effort or attempt to make or implement an Acquisition Proposal; provided, however, that nothing contained in this Agreement shall prevent the Company or its Board of it prior to the date hereof and terminate access to any physical or electronic data room maintained by or on behalf of the Company.Directors from (a) complying with Rule 14e-2

Acquisition Proposals. From Pursuant to the date hereof until Merger Agreement, none of the Closing Date orCompany, if earlierits subsidiaries, or any of the termination respective officers and directors of this Agreement in accordance with Article X, the Company and or its Subsidiaries shall notsubsidiaries, shall, and the Company shall direct and use its best efforts to cause their its employees, agents and representatives not to(including, directly without limitation, any investment banker, attorney or indirectly (i) initiate any negotiations with any Person with respect to, or provide any non-public information or data concerning accountant retained by the Company or any of its Subsidiaries subsidiaries) not to, take or cause, directly or indirectly, any of the following actions with any party other than Numico, the Purchaser or their respective designees: (i) directly or indirectly solicit, encourage, initiate, participate in or otherwise facilitate (including by way of furnishing information) any negotiations, inquiries or discussions with respect to any Person relating tooffer, an Acquisition Proposal indication or afford proposal to any Person access to acquire all or more than 15% of the business, propertiesCompany's businesses, assets or personnel capital shares whether by merger, consolidation, other business combination, purchase of assets, reorganization, tender or exchange offer or otherwise (each of the Company foregoing, an "Acquisition Proposal") or any of its Subsidiaries (ii) disclose, in connection with an Acquisition Proposal, (ii) enter into any acquisition agreementinformation or provide access to its properties, merger agreement books 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) grant any waiver, amendment or release under any confidentiality agreement or the anti-takeover laws of any state, or (iv) otherwise knowingly facilitate any such inquiries, proposals, discussions, or negotiations or any effort or attempt by any Person to make an Acquisition Proposalrecords. The Company also agrees agreed that it will immediately following the execution of this Agreement they shall, cease and shall cause their representatives acting on their behalf, to cease be terminated any solicitationspreviously existing activities, discussions or negotiations with any Person (other than parties with respect to any of the parties hereto and their respective representatives) conducted heretofore foregoing. The Company agreed that it will take the necessary steps to promptly inform the individuals or entities referred to in connection with an Acquisition Proposalthe first sentence of this paragraph of such obligations that it has undertaken. The Company also agrees that within three (3) Business Days of the execution of this Agreement, the Company shall agreed to promptly request each Person (other than the parties hereto and their respective representatives) that has prior to the date hereof any person which may have executed a confidentiality agreement in connection with its consideration of acquiring the Company or and/or any of its Subsidiaries (and with whom the Company has had contact in the 12 months prior to the date of this Agreement regarding the acquisition of the Company or any of its Subsidiaries) subsidiaries to return or destroy all confidential information furnished to such Person by or on behalf of it prior to the date hereof and terminate access to any physical or electronic data room maintained person by or on behalf of the Company. If the Company receives an Acquisition Proposal, or the Company learns that someone intends to solicit tenders of Shares or otherwise proposes to acquire the Company or a significant portion of its equity securities or its and its subsidiaries' assets if the Company's shareholders do not approve the Merger, the Company will promptly notify Numico of that fact and provide Numico promptly, from time to time, with all information and documents in the possession of the Company and its legal or financial advisors regarding the Acquisition Proposal, solicitation of tenders or other proposed transaction. Notwithstanding anything to the contrary referred to in the previous paragraph or elsewhere in the Merger Agreement, the Merger Agreement provides that, prior to the consummation of the Offer the Company may participate in discussions or negotiations with, and furnish nonpublic information and afford access to the properties, books, records, officers, employees and representatives of the Company to, any person, entity or group, if such person, entity or group has delivered to the Company, prior to the consummation of the Offer and in writing, an Acquisition Proposal which the Board reasonably determines in good faith (after consultation with its independent financial advisor) constitutes a proposal, (i) which would result in the Company's shareholders receiving per Share consideration which is superior, from a financial point of view, to the per Share consideration in the Offer, (ii) which is not subject to any financing contingency, (iii)(A) for which financing, to the extent required, has at least the same degree of certainty as Numico's financing (at the time the Board is making such determination), or (B) to the extent financing is not required, is made by a person, entity or group which the Board reasonably determines in its good faith judgment (after consultation with its independent financial advisor) has the financial resources necessary to carry out the transaction, and (iv) has been publicly disclosed (a "Superior Proposal").

Acquisition Proposals. From the date hereof until the Closing Date or, if earlier, the termination 3.3.1. Each of this Agreement in accordance with Article X, the Company and Parent agrees that neither it nor any of its Subsidiaries shall notnor any of its or any of its Subsidiaries' officers or directors shall, and each of the Company and Parent shall direct and use its best efforts to cause their its and its Subsidiaries' officers, directors, employees, investment bankers, attorneys, accountants, financial advisors, agents or other representatives (collectively, with respect to each of the Company and Parent, the "Representatives") not to, directly or indirectly (i) initiate indirectly, initiate, solicit, encourage or otherwise facilitate any negotiations with inquiries by any Person not a Party or the making of any proposal or offer by any Person not a Party with respect to, a merger, reorganization, share exchange, consolidation or provide any non-public information or data concerning similar transaction involving the Company or Parent, as applicable, or any purchase of, or offer to purchase, all or a substantial portion of the equity securities of the Company or Parent, as applicable, or of all or a substantial portion of the assets of the Company or Parent, as applicable, and its Subsidiaries taken as a whole (any such proposal or offer with respect to the Company or Parent, as applicable, whether made prior to or after termination of this Agreement, being referred to with respect to that Party as an "Acquisition Proposal"), except, in each case, in connection with (and the term "Acquisition Proposal" shall not include) a proposal for, or with respect to, a transaction that is permitted under Sections 3.1 or 3.2, as applicable, if immediately after the consummation of such transaction the stockholders or shareholders of the Company or Parent, as applicable, immediately prior to the consummation of such transaction continue to hold at least a majority of the outstanding shares of the entity surviving or resulting from that transaction. Each of the Company and Parent further agrees that neither it nor any of its Subsidiaries to any Person relating to, an Acquisition Proposal or afford to any Person access to the business, properties, assets or personnel of the Company or nor any of its Subsidiaries in connection with 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) grant any waiver, amendment or release under any confidentiality agreement or the anti-takeover laws of any state, or (iv) otherwise knowingly facilitate any such inquiries, proposals, discussions, or negotiations or any effort or attempt by any Person to make an Acquisition Proposal. The Company also agrees that immediately following the execution of this Agreement they shall, and shall cause their representatives acting on their behalf, to cease any solicitations, discussions or negotiations with any Person (other than the parties hereto and their respective representatives) conducted heretofore in connection with an Acquisition Proposal. The Company also agrees that within three (3) Business Days of the execution of this Agreement, the Company shall request each Person (other than the parties hereto and their respective representatives) that has prior to the date hereof executed a confidentiality agreement in connection with its consideration of acquiring the Company or any of its Subsidiaries (and with whom the Company has had contact in the 12 months prior to the date of this Agreement regarding the acquisition of the Company or any of its Subsidiaries' officers or directors will, and that it will direct and use its best efforts to cause its Representatives not to, directly or indirectly, engage in any discussions or negotiations with or provide any confidential information or data to any Person not a Party relating to an Acquisition Proposal or engage in any negotiations concerning an Acquisition Proposal, or otherwise facilitate any effort or attempt to make or implement an Acquisition Proposal. Notwithstanding the foregoing, in the event that (i) Parent or the Company shall receive an Acquisition Proposal and has not at any time violated, in any material respect, the terms of this Section 3.3.1, (ii) the Board of Directors of Parent or the Company, as applicable, determines in its good faith judgment after receiving the advice of its financial advisor that this Acquisition Proposal is reasonably likely to return result in a Superior Proposal and (iii) after giving the other Party at least 24 hours notice of its intention to do so, the Party that received the Acquisition Proposal may, in the case of the Company, prior to the receipt of the Company Requisite Vote, and in the case of Parent, prior to receipt of the Parent Requisite Vote, engage in discussions and/or negotiations with the Person that made the Acquisition Proposal and/or furnish confidential information and data to that Person pursuant to a customary confidentiality agreement containing terms (other than any standstill or destroy similar terms) no less restrictive than those set forth in the Confidentiality Agreement, dated as of February 13, 2000, between the Company and Parent (the "Confidentiality Agreement"); provided that a copy of all confidential written information furnished to such the Person by or on behalf of it prior that made the Acquisition Proposal is promptly provided to the date hereof and terminate access other Party to this Agreement. For purposes of this Agreement, a "Superior Proposal" means in respect of the Company or Parent, as applicable, any bona fide written Acquisition Proposal that (A) is no longer conditioned upon or subject to any physical or electronic data room maintained by or on behalf due diligence investigation of the CompanyCompany or Parent, as applicable, and its businesses by the Person making the Acquisition Proposal and (B) the Board of Directors of the Company or Parent, as applicable, determines in its good faith judgment (x) after consultation with its financial advisors (and taking into account all the terms and conditions of the Acquisition Proposal deemed relevant by that Board of Directors, including any break-up fees, expense reimbursement provisions, conditions to consummation, and the ability of the Person making the Acquisition Proposal to obtain any financing necessary to effect the transactions contemplated by the Acquisition Proposal), to be more favorable from a financial point of view to its shareholders or stockholders, as applicable, than the Merger, and (y) taking into account all legal, financial, regulatory and other aspects of the Acquisition Proposal, to constitute a transaction that is reasonably likely to be consummated on the terms set forth in the Acquisition Proposal.

Acquisition Proposals. From the date hereof until the Closing Date or(a) The Company will not, if earliernor will it permit any of its Subsidiaries to, the termination nor will it authorize or permit any officer, director or employee or any investment banker, attorney, accountant or other advisor or representative (each, a “Representative”) of this Agreement in accordance with Article X, the Company and or any of its Subsidiaries shall not, and shall cause their representatives not to, directly or indirectly indirectly, (i) solicit, initiate or encourage any negotiations with inquiry or the making of any Person with respect 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 provide otherwise participate in any discussions or negotiations regarding, or furnish to any person any non-public information with respect to the Company or data concerning any of its Subsidiaries, or take any other action to facilitate, any Acquisition Proposal, or (iii) enter into any letter of intent, agreement or agreement in principle with respect to an Acquisition Proposal. Immediately after the execution and delivery of this Agreement, the Company will, and will cause its Subsidiaries and Affiliates and their respective Representatives to, cease and terminate any existing activities, discussions or negotiations with any Person conducted heretofore with respect to any possible Acquisition Proposal, shall promptly cause to be returned or destroyed all confidential information provided by or on behalf of the Company or any of its Subsidiaries to such Person and shall notify each such Person or its Representatives that the Company Board no longer seeks or requests the making of any Person relating toAcquisition Proposal, an Acquisition Proposal or afford to and withdraws any Person access consent theretofore given to the business, properties, assets or personnel making of the Company or any of its Subsidiaries in connection with 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) grant any waiver, amendment or release under any confidentiality agreement or the anti-takeover laws of any state, or (iv) otherwise knowingly facilitate any such inquiries, proposals, discussions, or negotiations or any effort or attempt by any Person to make an Acquisition Proposal. The Company also agrees that immediately following the execution of this Agreement they shall, and shall cause their representatives acting on their behalf, to cease any solicitations, discussions or negotiations with any Person (other than the parties hereto and their respective representatives) conducted heretofore in connection with an Acquisition Proposal. The Company also agrees that within three (3) Business Days of the execution of this Agreement, the Company shall request each Person (other than the parties hereto and their respective representatives) that has prior to the date hereof executed a confidentiality agreement in connection with its consideration of acquiring the Company or any of its Subsidiaries (and with whom the Company has had contact in the 12 months prior to the date of this Agreement regarding the acquisition of the Company or any of its Subsidiaries) to return or destroy all confidential information furnished to such Person by or on behalf of it prior to the date hereof and terminate access to any physical or electronic data room maintained by or on behalf of the Company.

Acquisition Proposals. From (a) Parent agrees that, except as otherwise agreed among the date hereof until parties, neither Parent nor any Parent Subsidiaries nor any of the Closing Date orrespective employees, if earlierofficers, directors, agents or representatives (including counsel, financial advisors and accountants) of Parent or the termination of this Agreement in accordance with Article X, the Company and its Parent Subsidiaries shall notshall, and Parent shall cause their representatives such Persons not to, initiate, solicit or encourage, directly or indirectly indirectly, any inquiries or the making of any proposal or offer (iincluding, without limitation, any proposal or offer to stockholders of Parent or any Parent Subsidiary) initiate with respect to a merger, consolidation, acquisition, disposition or similar transaction involving, or any purchase of all or any significant portion of the assets or any equity securities or ownership interests of, International or any International Subsidiary (any such proposal or offer being hereinafter referred to as an "International Acquisition Proposal"), or engage in any negotiations with any Person with respect toconcerning, or provide any non-public confidential information or data concerning the Company to, or have any of its Subsidiaries to discussions with, any Person relating to, to an Acquisition Proposal or afford to any Person access to the business, properties, assets or personnel of the Company or any of its Subsidiaries in connection with an International 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) grant any waiver, amendment or release under any confidentiality agreement or the anti-takeover laws of any state, or (iv) otherwise knowingly facilitate any such inquiries, proposals, discussions, or negotiations or any effort or attempt by any Person to make or implement an International Acquisition Proposal. The Company also agrees that Parent shall immediately following the execution of this Agreement they shall, cease and shall cause their representatives acting on their behalf, to cease be terminated any solicitationsexisting activities, discussions or negotiations with any Person (other than the parties hereto and their respective representatives) conducted heretofore in connection with an Acquisition Proposal. The Company also agrees that within three (3) Business Days respect to any of the execution foregoing. Parent shall take all necessary steps to inform the Persons referred to in the first sentence of this AgreementSection of the obligations undertaken by Parent in this Section. Parent shall notify Purchaser immediately if any such inquiries or proposals are received by, any such information is requested from, or any such negotiations or discussions are sought to be initiated or continued with Parent, any Parent Subsidiary or, to its knowledge, any of the Company Persons referred to in the first sentence of this Section. Parent shall promptly request each Person (other than the parties hereto and their respective representatives) that which has prior to the date hereof heretofore executed a confidentiality agreement in connection with its consideration of acquiring the Company any assets, liabilities and/or equity securities or ownership interests of International or any of its Subsidiaries (and with whom the Company has had contact in the 12 months prior to the date of this Agreement regarding the acquisition of the Company or any of its Subsidiaries) International Subsidiary to return or destroy all confidential information heretofore furnished to such Person person by or on behalf of it prior to the date hereof and terminate access to Parent or any physical or electronic data room maintained by or on behalf of the CompanyParent Subsidiary.

Acquisition Proposals. From the date hereof of this Agreement until the Closing Date or, if earlier, the termination of this Agreement in accordance with Article XAgreement, each Seller agrees that such Seller will not, (a) solicit, initiate, seek, entertain, encourage, facilitate, support or induce the Company making, submission or announcement by any Person of any inquiry, expression of interest, proposal or offer that constitutes, or could reasonably be expected to lead to the acquisition by any Person (other than Buyer and its Subsidiaries shall notAffiliates) of any of the Purchased Interests or the Other Interests, and shall cause their representatives not to(b) enter into, directly participate in, maintain or indirectly continue any communications (iexcept solely to provide written notice as to the existence of these exclusivity provisions) initiate any or negotiations with regarding, or deliver or make available to any Person any information with respect to, or provide take any non-public information other action regarding, any inquiry, expression of interest, proposal or data concerning offer that constitutes, or could reasonably be expected to lead to, the Company acquisition by any Person (other than Buyer and its Affiliates) of any of the Purchased Interests or any of its Subsidiaries the Other Interests, (c) agree to, accept, approve, endorse or recommend any transaction related to the acquisition by any Person relating to, an Acquisition Proposal or afford to any Person access to the business, properties, assets or personnel (other than Buyer and its Affiliates) of the Company Purchased Interests or any of its Subsidiaries in connection with an Acquisition Proposalthe Other Interests, or (iid) enter into any acquisition agreement, merger agreement or similar definitive agreement, or any letter of intent, memorandum of understanding or agreement in principle, intent or any other agreement contract contemplating or otherwise relating to an Acquisition Proposal, (iii) grant any waiver, amendment or release under any confidentiality agreement or the anti-takeover laws of any state, or (iv) otherwise knowingly facilitate any such inquiries, proposals, discussions, or negotiations or any effort or attempt acquisition by any Person to make an Acquisition Proposal(other than Buyer and its Affiliates) of the Purchased Interests or the Other Interests. The Company also agrees that immediately following As of the execution date of this Agreement they shallAgreement, each Seller agrees to (i) immediately cease and shall cause their representatives acting on their behalf, to cease be terminated any solicitations, existing discussions or negotiations with any Person (other than the parties hereto and their respective representativesBuyer or its Affiliates) conducted heretofore in connection with an Acquisition Proposal. The Company also agrees that within three (3) Business Days of the execution of this Agreement, the Company shall request each Person (other than the parties hereto and their respective representatives) that has prior to the date hereof executed a confidentiality agreement in connection with respect to the acquisition by any Person (other than Buyer and its consideration Affiliates) of acquiring the Company Purchased Interests or any of its Subsidiaries the Other Interests, (and ii) notify each other Person with whom the Company has had contact it was engaged in the 12 months prior ongoing discussions or negotiation with respect to the date of this Agreement regarding the acquisition of the Company or any of its Subsidiaries) to return or destroy all confidential information furnished to such Person by or on behalf of it Purchased Interests immediately prior to the date hereof and terminate access that it has entered into a binding agreement relating to any physical or electronic data room maintained by or on behalf the sale of the CompanyPurchased Interests, and (iii) terminate any negotiations or discussions under any confidentiality, non-disclosure, document and information access and/or other agreements (other than any such agreement with Buyer and/or its Affiliates) with respect to the sale of the Purchased Interests and the Other Interests. Notwithstanding anything to the contrary contained herein, nothing contained herein is intended to, or shall serve to, prevent (i) any Bridge Equity Provider from exercising or otherwise limit its right of first offer under Section 4.02 of the Bridge Equity Providers Agreement, or (ii) any action by Sellers that Sellers, in their reasonable judgment, determine that they are required to perform pursuant to their obligations under the Bridge Equity Providers Agreement or the Syndicaton Agreement.

Acquisition Proposals. From the date hereof until the Closing Date orThe Company, if earlier, the termination of this Agreement in accordance with Article X, the Company its affiliates and its Subsidiaries shall notand ---------------------- their respective officers, directors, employees, representatives and shall cause their representatives not toagents (including, directly without limitation, any investment banker, attorney or indirectly (i) initiate any negotiations with any Person with respect to, or provide any non-public information or data concerning accountant retained by the Company or any of its Subsidiaries subsidiaries) shall immediately cease any existing discussions or negotiations, if any, with any parties conducted heretofore with respect to any Person relating toacquisition or exchange of all or any material portion of the assets of, an Acquisition Proposal or afford to any Person access to more than 15% of the businessequity interest in, properties, assets or personnel of the Company or any of its Subsidiaries in connection with an Acquisition Proposalsubsidiaries (by direct purchase from the Company, (iitender or exchange offer or otherwise) enter into or any acquisition agreementbusiness combination, merger agreement or similar definitive agreement, transaction (including an exchange of stock or assets) with or involving the Company or any letter subsidiary (except for the subsidiary specified in Section 7.2 of intentthe Disclosure Letter) or division of the Company (an "Acquisition ----------- Transaction"). Except as set forth in this Section 7.2, memorandum neither the Company nor any of understanding its affiliates, nor any of its or agreement in principletheir respective officers, directors, employees, representatives or any other agreement relating to an Acquisition Proposalagents, (iii) grant any waiver, amendment or release under any confidentiality agreement or the anti-takeover laws of any state, or (iv) otherwise knowingly facilitate any such inquiries, proposals, discussions, or negotiations or any effort or attempt by any Person to make an Acquisition Proposal. The Company also agrees that immediately following the execution of this Agreement they shall, and shall cause their representatives acting on their behalfdirectly or indirectly, to cease any solicitationsencourage, solicit, participate in or initiate discussions or negotiations with with, or provide any Person information to, any corporation, partnership, person or other entity or group (other than Purchaser and Merger Sub, any affiliate or associate of Purchaser and Merger Sub or any designees of Purchaser and Merger Sub) with respect to any inquiries or the parties hereto and their respective representativesmaking of any offer or proposal (including, without limitation, any offer or proposal to the stockholders of the Company) conducted heretofore in connection with concerning an Acquisition Transaction ( an "Acquisition Proposal. The "); provided, -------------------- however, that the Company also agrees that within three (3) Business Days may, directly or indirectly, furnish information and access pursuant to an appropriate confidentiality agreement, in each case only in response to a request for information or access, to any person making a written Acquisition Proposal to the Board of Directors of the execution of this Agreement, the Company shall request each Person (other than the parties hereto and their respective representatives) that has prior to made after the date hereof executed a confidentiality agreement in connection with its consideration of acquiring which was not encouraged, solicited or initiated by the Company or any of its Subsidiaries (and with whom the Company has had contact in the 12 months prior to the date of this Agreement regarding the acquisition of the Company affiliates or any of its Subsidiaries) to return or destroy all confidential information furnished to such Person by their respective officers, directors, employees, representatives or agents on behalf of it prior to or after the date hereof and terminate may participate in discussions and negotiate with such person concerning any such Acquisition Proposal, if and only if the Board of Directors of the Company determines in good faith, based upon the advice of outside counsel to the Company, that failing to provide such information or access or to participate in such discussions or negotiations would constitute a breach of the Board's fiduciary duty under applicable law and provided, further, that nothing herein shall prevent the Board from taking, and disclosing to the Company's stockholders, a position contemplated by Rules 14d-9 and 14e-2 promulgated under the Exchange Act with regard to any physical or electronic data room maintained by or on behalf tender offer; provided, further, that the Board shall not recommend that the stockholders of the Company tender their Shares in connection with any such tender offer unless the Board shall have determined in good faith, based upon the advice of outside counsel to the Company, that failing to take such action would constitute a breach of the Board's fiduciary duty under applicable law. The Board shall notify Purchaser immediately if any such written Acquisition Proposal is made and shall in such notice indicate the identity of the offeror and the terms and conditions of any such proposal. The Company agrees not to release any third party from, or waive any provisions of, any confidentiality or standstill agreement to which the Company is a party, unless the Board shall have determined in good faith, based upon the advice of outside counsel to the Company, that failing to release such third party or waive such provisions would constitute a breach of the fiduciary duties of the Board of Directors under applicable law.

Acquisition Proposals. From (1) The Company and each of its --------------------- Subsidiaries shall, and shall direct and use its commercially reasonable efforts to cause its officers, directors, employees, agents and other representatives to, immediately cease any discussions, negotiations or contacts with any Persons that may be ongoing with respect to an Acquisition Proposal (as hereinafter defined). With respect to any Person or Persons with whom the Company or any of its Subsidiaries has been discussing any Acquisition Proposal prior to the date hereof until the Closing Date or, if earlier, the termination of this Agreement in accordance with Article Xhereof, the Company and its Subsidiaries shall not, and shall cause their representatives not to, directly or indirectly (i) initiate any negotiations promptly following the execution of this Agreement request each such Person who has heretofore entered into a confidentiality agreement with any Person with respect to, or provide any non-public information or data concerning the Company or any of its Subsidiaries to any Person relating to, regarding an Acquisition Proposal to return to the Company all confidential information heretofore furnished to such Person or afford Persons by or on behalf of the Company or its Subsidiaries. Neither the Company nor any of its Subsidiaries shall, directly or indirectly, through any officer, director, employee, agent or otherwise, solicit, initiate or encourage the submission of any proposal or offer from any Person (as hereinafter defined) relating to any Person access to acquisition or purchase of all or (other than in the ordinary course of business) any portion of the assets of, propertiesor any equity interest in, assets or personnel of the Company or any of its Subsidiaries in connection with an Acquisition Proposalor any recapitalization, (ii) enter into any acquisition agreement, merger agreement business combination 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) grant any waiver, amendment or release under any confidentiality agreement or the anti-takeover laws of any state, or (iv) otherwise knowingly facilitate any such inquiries, proposals, discussions, or negotiations or any effort or attempt by any Person to make an Acquisition Proposal. The Company also agrees that immediately following the execution of this Agreement they shall, and shall cause their representatives acting on their behalf, to cease any solicitations, discussions or negotiations transaction with any Person (other than the parties hereto and their respective representatives) conducted heretofore in connection with an Acquisition Proposal. The Company also agrees that within three (3) Business Days of the execution of this Agreement, the Company shall request each Person (other than the parties hereto and their respective representatives) that has prior to the date hereof executed a confidentiality agreement in connection with its consideration of acquiring the Company or any of its Subsidiaries (and any communication with whom respect to the foregoing being an "Acquisition Proposal") or participate in any negotiations regarding, or furnish to any other Person any information with respect to, or otherwise cooperate in any way with, or assist or participate in, facilitate or encourage any effort or attempt by any other Person to do or seek any of the foregoing; provided, however, that, at any time -------- ------- prior to the purchase of Shares by Acquisition Sub pursuant to the Offer, the Company has had contact may furnish information to, and negotiate or otherwise engage in the 12 months prior to discussions with, any party who delivers a written Acquisition Proposal which was not solicited or encouraged after the date of this Agreement regarding if the acquisition Board by majority vote determines in good faith (i) after consultation with and receipt of advice from its outside legal counsel, that failing to take such action may reasonably be determined to constitute a breach of the Company or any fiduciary duties of its Subsidiariesthe Board under applicable law, (ii) to return or destroy all confidential information furnished that commitments (financing and other) of substantially the same sufficiency and firmness as those then obtained by Purchaser have been obtained with respect to such Person by or on behalf Acquisition Proposal that the Board reasonably expects a transaction pursuant to such Acquisition Proposal could be consummated and (iv) that such Acquisition Proposal is not subject to any regulatory approvals that could reasonably be expected to prevent consummation. In connection with the Acquisition Proposal of it prior a party that satisfies the criteria set forth in the proviso to the date hereof preceding sentence, the Company will enter into a confidentiality agreement with such party, which confidentiality agreement shall have terms and terminate access conditions that will be no less favorable to any physical or electronic data room maintained the Company than the terms and provisions relating to confidentiality contained in that certain Letter of Intent dated November 10, 1999 by or on behalf of and between the CompanyCompany and Purchaser.

Acquisition Proposals. From the date hereof until the Closing Date or, if earlier, earlier of the termination of this Agreement in accordance with Article Xor the consummation of the Merger, the Company Castelle and its Subsidiaries shall Ibex will not, and shall will cause their respective officers, directors, employees, agents and representatives not to, directly or indirectly (i) indirectly, encourage, solicit, accept, initiate or conduct discussions or negotiations with, provide any negotiations with any Person with respect information to, or provide enter into any non-public information agreement with, any corporation, partnership, limited liability company, person or data other entity or group concerning the Company acquisition of all or a substantial part of the assets, business or capital stock of Castelle or Ibex, whether through purchase, merger, consolidation, exchange or any other business combination (each of the foregoing, an "Acquisition Proposal"). Notwithstanding anything to the contrary in the preceding sentence, nothing herein shall prevent Castelle or Ibex and its officers and directors, from responding to and considering unsolicited firm offers for any such transaction from other persons if and to the extent that, in the written opinion of Castelle or Ibex outside counsel, respectively, failure to do so would be reasonably likely to constitute a violation of applicable law or a breach of the fiduciary duties of that company's directors to its shareholders. Each company shall immediately provide written notice to the other company of the terms and other details of any such unsolicited inquiry or proposal relating to an Acquisition Proposal. In the event that Castelle or Ibex or any of its Subsidiaries to their officers or directors enters into any Person relating tosuch negotiations or discussions for any reason which thereby constitute a breach of this Section 5.11, an Acquisition Proposal or afford to any Person access to such company shall immediately reimburse the business, properties, assets or personnel of the Company or any of its Subsidiaries other company for all expenses and costs incurred by that company in connection with an Acquisition Proposal, (ii) the transactions contemplated by this Agreement. In the event that Castelle or Ibex any of their officers or directors shall enter into any acquisition agreement, merger agreement or similar definitive agreement, or any letter of intent, memorandum of understanding or other agreement in principlewith another party relating to the acquisition of all or a substantial part of the assets, business or capital stock of Castelle or Ibex, as, applicable, whether through purchase, merger, consolidation, exchange or any other business combination, either in violation of the no-shop agreement relating to an Acquisition Proposal, set forth in this Section or within nine (iii9) grant any waiver, amendment or release under any confidentiality agreement or the anti-takeover laws of any state, or (iv) otherwise knowingly facilitate any such inquiries, proposals, discussions, or negotiations or any effort or attempt by any Person to make an Acquisition Proposal. The Company also agrees that immediately following the execution months after termination of this Agreement they shallfor any reason, and then immediately upon entering into such letter of intent, understanding or other agreement, such company shall cause their representatives acting on their behalfpay to Castelle or Ibex, as applicable, a termination fee in the amount of $250,000 (the "Termination Fee"); provided, however, that such Termination Fee shall not be payable if, prior to cease any solicitationsthe entry by such company into such letter of intent, discussions understanding or negotiations with any Person (other than agreement, Castelle or Ibex, as applicable has unilaterally declined to close the parties hereto and their respective representatives) conducted heretofore in connection with an Acquisition ProposalMerger. The Company also agrees parties acknowledge and agree that within three (3) Business Days the expense reimbursement obligation and Termination Fee described in this Section shall not be the exclusive remedy to the injured party in the event of the execution a breach of this Agreement, and, in any such event, the Company injured party shall request each Person (other than the parties hereto be entitled, in addition to receiving such payments, to equitable remedies, including, without limitation, specific performance and their respective representatives) that has prior enjoining of any actions determined to the date hereof executed a confidentiality agreement be in connection with its consideration of acquiring the Company or any of its Subsidiaries (and with whom the Company has had contact in the 12 months prior to the date breach of this Agreement regarding the acquisition of the Company or any of its Subsidiaries) to return or destroy all confidential information furnished to such Person by or on behalf of it prior to the date hereof and terminate access to any physical or electronic data room maintained by or on behalf of the CompanyAgreement.

Acquisition Proposals. From and after the date hereof until the Closing Date or, if earlier, the termination of this Agreement in accordance with Article Xuntil the earlier of the Effective Date or the consummation of the Offer, except as provided below, the Company and agrees that (a) neither the Company nor its Subsidiaries shall notshall, and the Company shall cause their not authorize or permit its officers, directors, employees, agents or representatives not (including, without limitation, any investment banker, attorney or accountant retained by it or any of its Subsidiaries) to, initiate, solicit or knowingly 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) initiate with respect to a merger, acquisition, consolidation, tender offer, exchange offer or similar transaction involving, or any purchase of all or any significant portion of the assets or any significant portion of the equity securities (excluding any issuable pursuant to agreement existing on the date hereof) of, the Company or its Subsidiaries (any such proposal or offer, other than by the Parent or its affiliates, being hereinafter referred to as an "Acquisition Proposal") or engage in any negotiations with any Person with respect toconcerning, or provide any non-public confidential information or data concerning the Company or any of its Subsidiaries to any Person relating to, an Acquisition Proposal or afford to have any Person access to the businesssubstantive discussions with, properties, assets or personnel of the Company or any of its Subsidiaries in connection with 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 person relating to an Acquisition Proposal, (iii) grant any waiver, amendment or release under any confidentiality agreement or the anti-takeover laws of any state, or (iv) otherwise knowingly facilitate any such inquiries, proposals, discussions, or negotiations or any effort or attempt by any Person to make or implement an Acquisition Proposal. The Company also agrees that ; (b) it will immediately following the execution of this Agreement they shall, cease and shall cause their representatives acting on their behalf, to cease be terminated any solicitationsexisting activities, discussions or negotiations with any Person (other than the parties hereto and their respective representatives) conducted heretofore with respect to any of the foregoing; and (c) it will notify the Parent immediately (but in connection no event later than 24 hours) if any such Acquisition Proposals are received by the Company, any such information is requested from the Company, or any such negotiations or discussions are sought to be initiated or continued with the Company. Any such notice pursuant to clause (c) of the previous sentence shall include the identity of the party making the Acquisition Proposal and the terms of such proposal. Notwithstanding the foregoing, nothing contained in this Section 5.8 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 indicates an interest in making a Superior Proposal (as hereinafter defined), if, and only to the extent that, (A) the Board of Directors reasonably determines in good faith after consultation with outside counsel that such action is required for the Board of Directors to comply with its fiduciary duties to its stockholders under applicable law and (B) the Company keeps the Parent informed of the status and terms of any such discussions or negotiations; and (ii) to the extent applicable, complying with Rule 14d-9 and Rule 14e-2 promulgated under the Exchange Act with regard to an Acquisition Proposal. The If any person or entity makes a Superior Proposal, upon receipt and determination thereof, the Company also agrees that within three shall promptly (3but in no event later than 24 hours after determination) Business Days provide written notice (a "Notice of a Superior Proposal") to the Parent of such Superior Proposal, including the identity of the execution parties and the terms thereof. For purposes of this Agreement, "Superior Proposal" means an unsolicited bona fide Acquisition Proposal by a third party in writing that the Company shall request each Person (other than the parties hereto and their respective representatives) that has prior to the date hereof executed a confidentiality agreement in connection with its consideration Board of acquiring the Company or any of its Subsidiaries (and with whom the Company has had contact in the 12 months prior to the date of this Agreement regarding the acquisition Directors of the Company or any determines in its good faith reasonable judgment (based on the advice of its Subsidiariesa nationally recognized investment banking firm) to return or destroy all confidential information furnished to such Person by or on behalf of it prior provides greater aggregate value to the date hereof Company's stockholders than the transactions contemplated by this Agreement and terminate access to for which any physical required financing is committed or electronic data room maintained by or on behalf which, in the good faith reasonable judgment of the CompanyBoard of Directors (based on the advice of a nationally recognized investment banking firm), is reasonably capable of being financed by such third party. Nothing in this Section 5.8 shall (x) permit the Company to terminate this Agreement, (y) permit the Company to enter into any agreement with respect to an Acquisition Proposal during the term of this Agreement, or (z) affect any other obligation of any party under this Agreement.

Acquisition Proposals. From the date hereof until the Closing Date or, if earlierSeller agrees that none of Seller, the termination Company nor any of this Agreement its Subsidiaries, nor any of their respective officers and directors, shall, and that Seller shall use commercially reasonable efforts to cause each of Seller’s, the Company’s and its Subsidiaries’ employees, agents and representatives (including any investment banker, attorney or accountant retained by Seller, the Company or its Subsidiaries) not to (and shall not authorize any of them to) directly or indirectly (i) solicit, initiate, knowingly encourage or knowingly facilitate any inquiries with respect to, or the making, submission or announcement of, any offer or proposal for an Acquisition (as defined below) of the Company (an “Acquisition Proposal”), (ii) participate in accordance any discussions or negotiations regarding, or furnish to any Person any nonpublic information with Article Xrespect to, any Acquisition Proposal, (iii) engage in discussions with any Person with respect to any Acquisition Proposal, except as to the existence of these provisions, or (iv) enter into any letter of intent or similar document or any contract agreement or commitment contemplating any Acquisition Proposal or transaction contemplated thereby. Seller, the Company and its Subsidiaries shall not, and shall cause their representatives not to, directly or indirectly (i) initiate any negotiations with any Person with respect to, or provide any non-public information or data concerning the Company or any of its Subsidiaries to any Person relating to, an Acquisition Proposal or afford to any Person access to the business, properties, assets or personnel of the Company or any of its Subsidiaries in connection with 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) grant any waiver, amendment or release under any confidentiality agreement or the anti-takeover laws of any state, or (iv) otherwise knowingly facilitate any such inquiries, proposals, discussions, or negotiations or any effort or attempt by any Person to make an Acquisition Proposal. The Company also agrees that immediately following the execution of this Agreement they shall, and shall cause their representatives acting on their behalf, to will cease any solicitationsand all existing activities, discussions or negotiations with any Person third parties conducted heretofore with respect to any Acquisition Proposal, and, promptly after the Closing, will request in writing the return or destruction of any confidential information provided to such third party, in accordance with the terms of any confidentiality agreement with such third party. For purposes of this Section 5.1, “Acquisition” shall mean any of the following transactions (other than the parties hereto and their respective representatives) conducted heretofore in connection with an Acquisition Proposal. The Company also agrees that within three (3) Business Days of the execution of transactions contemplated by this Agreement) (i) a merger, the Company shall request each Person (other than the parties hereto and their respective representatives) that has prior to the date hereof executed a confidentiality agreement in connection with its consideration of acquiring consolidation, business combination or similar transaction involving the Company or any of its Subsidiaries Subsidiary, (and with whom ii) a sale or other disposition by the Company has had contact in of all or a substantial part of the 12 months prior to assets of the date of this Agreement regarding Company, or (iii) the acquisition by any Person or group, directly or indirectly, of the Company beneficial ownership or a right to acquire beneficial ownership of any shares of its Subsidiaries) to return capital stock or destroy all confidential information furnished to such Person by or on behalf of it prior to the date hereof and terminate access to any physical or electronic data room maintained by or on behalf equity interests of the Company.

Acquisition Proposals. From the date hereof until the Closing Date or, if earlier, the termination of this Agreement in accordance with Article X, the Company and its Subsidiaries shall not, and the Company shall instruct and use its reasonable best efforts to cause their representatives its representatives, not toto (a) solicit, directly initiate or indirectly (i) initiate participate in any negotiations with any Person with respect to, or provide any non-public information 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 access to the business, properties, assets or personnel of the Company or any of its the Company’s Subsidiaries in connection with an Acquisition Proposal, (iib) 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, (iiic) grant any waiver, amendment or release under any confidentiality agreement or the anti-takeover laws of any state, or (ivd) otherwise knowingly facilitate any such inquiries, proposals, discussions, or negotiations or any effort or attempt by any Person to make an Acquisition Proposal. The From and after the date hereof, the Company also agrees that immediately following the execution of this Agreement they shall, and shall instruct its officers and directors to, and the Company shall instruct and cause its representatives, its Subsidiaries and their respective representatives acting on their behalfto, to immediately cease any solicitations, and terminate all discussions or and negotiations with any Person Persons that may be ongoing with respect to any Acquisition Proposal (other than the parties hereto Acquiror and their respective its representatives) conducted heretofore in connection with an Acquisition Proposal). The Company also agrees that within three (3) Business Days shall promptly notify Acquiror if any Person makes any written proposal, offer or inquiry with respect to an Acquisition Proposal and provide Acquiror with a description of the execution of this Agreement, the Company shall request each Person (other than the parties hereto material terms and their respective representatives) that has prior conditions thereof to the date hereof executed a confidentiality agreement extent that such disclosure would not result in connection with its consideration of acquiring the Company or any of its Subsidiaries (and with whom the Company has had contact in the 12 months prior to the date of this Agreement regarding the acquisition of the Company or any of its Subsidiaries) to return or destroy all confidential information furnished to such Person by or on behalf of it prior to the date hereof and terminate access to any physical or electronic data room maintained by or on behalf breach of the Company’s confidentiality obligations that are in existence as of the date hereof.

Acquisition Proposals. From (a) Except as expressly permitted by this Section 5.6, from and after the date hereof of this Agreement until the Closing Date or, if earlier, earlier of the Effective Time and the termination of this Agreement in accordance with Article XSection 7.1, the Company and its Subsidiaries shall not, and shall cause their representatives not to, directly or indirectly (i) initiate any negotiations with any Person with respect to, or provide any non-public information or data concerning the Company or any of its Subsidiaries to any Person relating to, an Acquisition Proposal or afford to any Person access to the business, properties, assets or personnel of the Company or any of its Subsidiaries in connection with 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) grant any waiver, amendment or release under any confidentiality agreement or the anti-takeover laws of any state, or (iv) otherwise knowingly facilitate any such inquiries, proposals, discussions, or negotiations or any effort or attempt by any Person to make an Acquisition Proposal. The Company also agrees that immediately following the execution of this Agreement they shall, and shall cause their representatives acting on their behalf, to cease any solicitations, discussions or negotiations with any Person (other than the parties hereto its subsidiaries and Affiliated Entities and its and their respective representativesRepresentatives to (A) conducted heretofore in connection cease and cause to be terminated any solicitation, discussion or negotiation or other activities with an Acquisition any Third Parties with respect to a Competing Proposal. The Company also agrees , and (B) request any such Third Party or any other Third Party that within three (3) Business Days of the execution of this Agreement, the Company shall request each Person (other than the parties hereto and their respective representatives) that has prior to the date hereof executed a confidentiality agreement in connection with its consideration of acquiring a Competing Proposal to promptly return or destroy all confidential information concerning the Company and its subsidiaries and Affiliated Entities; and (ii) the Company shall not, shall cause its subsidiaries and Affiliated Entities not to, shall not permit its and its subsidiaries’ and Affiliated Entities’ respective Representatives to, and shall direct its and its subsidiaries’ and Affiliated Entities’ respective Representatives not to, directly or indirectly, (A) solicit, initiate, knowingly encourage or knowingly facilitate (including by providing information or granting any waiver, amendment or release under any standstill or confidentiality agreement or Takeover Statutes or otherwise) any inquiry, discussion, offer or request that constitutes, or could reasonably be expected to lead to, a Competing Proposal, (B) engage, continue or participate in any discussions (except to notify such Third Party of the existence of this Section 5.6) or negotiations concerning, or furnish any non-public information relating to the Company or any of its Subsidiaries (and with whom the Company has had contact in the 12 months prior subsidiaries or Affiliated Entities to, or afford access to the date of this Agreement regarding the acquisition properties, books or records of the Company or its subsidiaries and Affiliated Entities to, any of its Subsidiaries) Third Party relating to return a Competing Proposal or destroy all confidential information furnished any offer or proposal that would reasonably be expected to such Person by lead to a Competing Proposal or on behalf of it prior any Third Party that, to the date hereof and terminate access to any physical or electronic data room maintained by or on behalf knowledge of the Company, is seeking to make, or has made, a Competing Proposal, (C) approve, endorse, recommend or enter into any letter of intent, memorandum of understanding, agreement in principle, acquisition agreement, merger agreement or similar definitive agreement (other than an Acceptable Confidentiality Agreement) with respect to any Competing Proposal (an “Alternative Acquisition Agreement”) or (D) resolve to propose, agree or publically announce an intention to do any of the foregoing.

Acquisition Proposals. (a) From the date hereof until the Closing Date or, if earlier, the termination of this Agreement in accordance with Article X12, the Company and its Subsidiaries shall not, and the Company shall instruct and use its reasonable best efforts to cause their representatives its representatives, not to, directly or indirectly indirectly: (i) initiate initiate, solicit or engage in any negotiations with any Person with respect to, or provide any non-public non‑public information 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 access to the business, properties, assets or personnel of the Company or any of its the Company’s Subsidiaries in connection with an Acquisition Proposal, (ii) execute or 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 arrangement or agreement relating to an Acquisition Proposal, (iii) grant any waiver, amendment or release under any confidentiality agreement or the anti-takeover anti‑takeover laws of any state, or (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 ProposalProposal or (v) agree or otherwise commit to enter into or engage in any of the foregoing. The Company also agrees that immediately following the execution of this Agreement they it shall, and shall cause each of its Subsidiaries and shall use its reasonable best efforts to cause its and their representatives acting on their behalfto, to cease any solicitations, discussions or negotiations with any Person (other than the parties hereto 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 also agrees that shall promptly (and in any event within three (3two Business Days) Business Days notify, in writing, SPAC of the execution receipt of this Agreementany inquiry, the Company shall proposal, offer or request each Person (other than the parties hereto and their respective representatives) that has prior to for information received after the date hereof executed that constitutes, or could reasonably be expected to result in or lead to, any Acquisition Proposal, which notice shall include a confidentiality agreement in connection with its consideration summary of acquiring the material terms of such inquiry, proposal, offer or request for information. The Company or any of its Subsidiaries shall promptly (and in any event within twenty‑four (24) hours) keep SPAC reasonably informed of any material developments with whom the Company has had contact in the 12 months prior to the date of this Agreement regarding the acquisition of the Company or any of its Subsidiaries) to return or destroy all confidential information furnished to such Person by or on behalf of it prior to the date hereof and terminate access respect to any physical such inquiry, proposal, offer, request for information or electronic data room maintained by or on behalf of the CompanyAcquisition Proposal (including any material changes thereto).

Acquisition Proposals. From the date hereof until the Closing Date or, if earlier, the termination The Company agrees that neither it nor any of this Agreement in accordance with Article X, the Company and its Subsidiaries shall notnor any of the Company’s or any Subsidiary’s officers, and shall cause their directors, employees, agents or representatives not to(the “Representatives”) shall, directly or indirectly indirectly, initiate, solicit, encourage or otherwise facilitate (iincluding without limitation by way of furnishing confidential information or data) initiate any inquiries regarding or the making of any Acquisition Proposal (other than by Parent). The Company further agrees that neither it nor any of its Subsidiaries nor any of the Company’s or any Subsidiary’s Representatives shall, directly or indirectly, engage in any negotiations with any Person with respect toconcerning, or provide any non-public information or data concerning the Company to, or have any of its Subsidiaries to discussions with, any Person relating to, to an Acquisition Proposal or afford enter into any definitive agreement, arrangement or understanding with respect to an Acquisition Proposal or requiring it (or conditioned upon requiring it) to abandon, terminate or fail to consummate the Merger or any Person access other transactions contemplated by this Agreement; provided, however, that nothing contained in this Agreement shall prevent the Company or the Company Board between the date of this Agreement and prior to the business, properties, assets or personnel date of the Company Meeting from (A) providing information in response to a request therefor by a Person who has made an unsolicited bona fide written Acquisition Proposal if the Company Board receives from the Person so requesting such information an executed confidentiality agreement to the extent one has not already been entered into with such Person (and the Company shall enforce and not waive any provision of any confidentiality and/or standstill agreement entered into with any Person); (B) engaging in any negotiations or discussions with any Person who has made an unsolicited bona fide written Acquisition Proposal; or (C) recommending such an Acquisition Proposal to the stockholders of the Company, if and only to the extent that, (i) in each such case referred to in clause (A), (B) or (C) above, the Company Board determines in good faith (after consultation with outside legal counsel) and by a majority vote of the entire Company Board that such action would be required in order for its directors to comply with their respective fiduciary duties under applicable law, (ii) in each such case referred to in clause (A) or (B) above, the Company Board also determines in good faith (after consultation with its financial advisor) that such Acquisition Proposal, if accepted, is reasonably likely to lead to a Superior Proposal, and (iii) in the case referred to in clause (C) above, (w) the Company Board also determines in good faith (after consultation with its financial advisor) and by a majority of the entire Company Board that such Acquisition Proposal is a Superior Proposal, (x) the Company Board has given Parent five (5) Business Days’ prior written notice of its Subsidiaries intention to recommend such Acquisition Proposal to the stockholders of the Company, (y) the Company Board has considered any changes to the Per Share Merger Consideration and to this Agreement (if any) proposed by Parent, and (z) the Company Board has determined in connection good faith and by a majority vote of the entire Company Board, after consultation with the Company’s outside legal counsel and after consultation with its financial advisor, that such unsolicited proposal remains a Superior Proposal even after the changes proposed by Parent. Any such withdrawal, modification or change of recommendation of the Company Board shall not change the approval of the Company Board for purposes of causing any state takeover statute or other state law to be inapplicable to the transactions. A “Superior Proposal” shall be a BONA FIDE Acquisition Proposal for 100% of the outstanding securities of the Company that is reasonably likely to be consummated, taking into account all legal, financial and regulatory aspects of the proposal (including any break-up fees, expense reimbursement provisions and conditions to consummation) and the Person making the proposal and, if consummated, is reasonably likely to result in a transaction more favorable to the Company’s stockholders from a financial point of view than the Merger. Nothing contained in this Agreement shall prevent the Company or the Company Board from complying with its disclosure obligations under Rule 14d-9 or 14e-2 promulgated under the Exchange Act with regard to an Acquisition Proposal (it being understood that if any such disclosure constitutes or contemplates a withholding, withdrawing, modification, amendment or qualification to the Company Board Recommendation that is adverse to Parent or recommendation of an Acquisition Proposal, (ii) enter into any acquisition agreement, merger agreement or similar definitive agreement, or any letter the Company shall comply with all provisions of intent, memorandum of understanding or agreement in principle, or any other agreement relating to an Acquisition Proposal, (iii) grant any waiver, amendment or release under any confidentiality agreement or the anti-takeover laws of any state, or (iv) otherwise knowingly facilitate any such inquiries, proposals, discussions, or negotiations or any effort or attempt by any Person to make an Acquisition Proposalthis Section 7.08). The Company also agrees that it will immediately following the execution of this Agreement they shall, cease and shall cause their representatives acting on their behalf, to cease be terminated any solicitationsexisting activities, discussions or negotiations with any Person (other than the parties hereto and their respective representatives) conducted heretofore in connection with an respect to any Acquisition Proposal. The Company also agrees that within three (3) Business Days of the execution of this Agreement, the Company Proposals and shall request each Person (other than the return or destruction of all confidential information provided to any such parties hereto and their respective representatives) that has prior to the date hereof executed a confidentiality agreement in connection with its consideration of acquiring the Company or any of its Subsidiaries (and with whom the Company has had contact in the 12 months prior to the date of this Agreement regarding the acquisition of the Agreement. The Company agrees that it will notify Parent immediately if any inquiries, proposals or offers are received by, any such information is requested from, or any discussions or negotiations are sought to be initiated or continued with, any of its SubsidiariesRepresentatives relating to an Acquisition Proposal (including a summary of material and significant terms and the identity of the other Persons involved). The Company will keep Parent apprised of any related developments, discussions and negotiations (including the terms and conditions (and any amendments or modifications thereto) of the Acquisition Proposal) on a current basis. The Company will use its best efforts to return enforce (and will not waive any provisions of) any confidentiality or destroy all confidential information furnished to such Person similar agreement entered into by it or on its behalf of it prior by Trident Securities or otherwise relating to the date hereof and terminate access to any physical or electronic data room maintained by or on behalf of the Companya potential Acquisition Proposal.

Acquisition Proposals. From Pursuant to the date hereof until Merger Agreement, none of the Closing Date orCompany, if earlierits subsidiaries, or any of the termination respective officers and directors of this Agreement in accordance with Article X, the Company and or its Subsidiaries shall notsubsidiaries, shall, and the Company shall direct and use its best efforts to cause their its employees, agents and representatives not to(including any investment banker, directly attorney or indirectly (i) initiate any negotiations with any Person with respect to, or provide any non-public information or data concerning accountant retained by the Company or any of its Subsidiaries subsidiaries) not to, take or cause, directly or indirectly, any of the following actions with any party other than Numico, the Purchaser or their respective designees: (i) directly or indirectly solicit, encourage, initiate, participate in or otherwise facilitate (including by way of furnishing information) any negotiations, inquiries or discussions with respect to any Person relating tooffer, an Acquisition Proposal indication or afford proposal to any Person access to acquire all or more than 15% of the Company's business, properties, assets or personnel capital shares whether by merger, consolidation, other business combination, purchase of assets, reorganization, tender or exchange offer or otherwise (each of the Company foregoing, an "Acquisition Proposal") or any of its Subsidiaries (ii) disclose, in connection with an Acquisition Proposal, (ii) enter into any acquisition agreementinformation or provide access to its properties, merger agreement books 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) grant any waiver, amendment or release under any confidentiality agreement or the anti-takeover laws of any state, or (iv) otherwise knowingly facilitate any such inquiries, proposals, discussions, or negotiations or any effort or attempt by any Person to make an Acquisition Proposalrecords. The Company also agrees agreed that it will immediately following the execution of this Agreement they shall, cease and shall cause their representatives acting on their behalf, to cease be terminated any solicitationspreviously existing activities, discussions or negotiations with any Person (other than parties with respect to any of the parties hereto and their respective representatives) conducted heretofore foregoing. The Company agreed that it will take the necessary steps to promptly inform the individuals or entities referred to in connection with an Acquisition Proposalthe first sentence of this paragraph of such obligations that it has undertaken. The Company also agrees that within three (3) Business Days of the execution of this Agreement, the Company shall agreed to promptly request each Person (other than the parties hereto and their respective representatives) that has prior to the date hereof any person which may have executed a confidentiality agreement in connection with its consideration of acquiring the Company or and/or any of its Subsidiaries (and with whom the Company has had contact in the 12 months prior to the date of this Agreement regarding the acquisition of the Company or any of its Subsidiaries) subsidiaries to return or destroy all confidential information furnished to such Person by or on behalf of it prior to the date hereof and terminate access to any physical or electronic data room maintained person by or on behalf of the Company. Notwithstanding anything to the contrary referred to in the previous paragraph, the Merger Agreement provides that prior to the consummation of the Offer the Company may participate in discussions or negotiations with, and furnish non-public information and afford access to the properties, books, records, officers, employees and representatives of the Company to, any person, entity or group if such person, entity or group has delivered to the Company, prior to the consummation of the Offer, and in writing, an Acquisition Proposal which is not subject to any financing contingency and which the Board in its good faith judgment (after consultation with its independent financial advisor) determines if consummated would be more favorable, from a financial point of view, to the Company's stockholders than the transactions contemplated by the Merger Agreement and with respect to which the Board receives advice of its outside legal counsel that the Board would breach its fiduciary duties if it did not accept the Acquisition Proposal (a "Superior Proposal"). Pursuant to the Merger Agreement, in the event the Company receives a Superior Proposal the Board could execute and enter into an agreement relating to such Superior Proposal and recommend such Superior Proposal to its stockholders, if the Board determines (after consultation with its independent financial advisor and outside legal counsel) that its fiduciary duties require it to do so; in such case, the Board may withdraw, modify or refrain from making its recommendation of the Offer and the Merger; provided, however, that the Company (i) shall have promptly notified Numico, and in any event within 24 hours, of receipt of any Acquisition Proposal, request for any such information, or initiation or recommencement of any such negotiations or discussions with, the Company or any of its subsidiaries, indicating, in connection with such notice, the name of such person making the Acquisition Proposal or taking such action and, in reasonable detail, the significant terms of any such Acquisition Proposal and including with such notice any documentation relating to such Acquisition Proposal, (ii) shall provide Numico at least 48 hours prior written notice of the Company's intention to execute or enter into an agreement relating to such Superior Proposal and (iii) may only terminate the Merger Agreement by written notice to Numico provided no sooner than 48 hours after Numico's receipt of a copy of such Superior Proposal (or a detailed description of the significant terms and conditions thereof).

Acquisition Proposals. From the date hereof until the Closing Date or, if earlier, the termination of this Agreement in accordance with Article X, (a) Neither the Company and its Subsidiaries nor the Stockholder shall not, and shall cause their representatives not to, (whether directly or indirectly through advisors, agents or other intermediaries), nor shall the Company or the Stockholder authorize or permit any of its or their officers, directors, employees, agents, representatives, advisors or subsidiaries to (i) solicit, initiate or take any negotiations with action knowingly to facilitate or encourage the submission of inquiries, proposals or offers from any Person with respect to, person (other than Sub or provide Parent) relating to (A) any non-public information acquisition or data concerning the Company or purchase of any of its Subsidiaries to any Person relating to, an Acquisition Proposal or afford to any Person access to the business, properties, assets or personnel of the Company or of any class of its Subsidiaries in connection with an Acquisition equity securities of the Company, (B) any tender offer (including a self tender offer) or exchange offers, (C) any merger, consolidation, business combination, sale of substantially all assets, recapitalization, liquidation, dissolution or similar transaction involving the Company other than the transactions contemplated by this Agreement, or (D) any other transaction the consummation of which would or could reasonably be expected to impede, interfere with, prevent or materially delay the Merger (individually, "TRANSACTION PROPOSAL"; collectively, "TRANSACTION PROPOSALS"), or agree to or endorse any Transaction Proposal, or (ii) enter into or participate in any acquisition agreementdiscussions, merger agreement negotiations or similar definitive agreementagreements regarding any Transaction Proposal, or furnish to any letter other person any information with respect to its business, properties or assets or any of intent, memorandum of understanding or agreement in principlethe foregoing, or otherwise cooperate in any other agreement relating to an Acquisition Proposal, (iii) grant any waiver, amendment or release under any confidentiality agreement or the anti-takeover laws of any stateway with, or (iv) otherwise knowingly assist or participate in, facilitate any such inquiriesor encourage, proposals, discussions, or negotiations or any effort or attempt by any Person other person (other than Sub or Parent) to make do or seek any of the foregoing; provided, however, that the foregoing shall not prohibit the Company or the Stockholder (either directly or indirectly through advisors, agents or other intermediaries) from, prior to the approval of the stockholders of the Stockholder (A) furnishing information pursuant to an Acquisition appropriate confidentiality letter concerning the Company and its businesses, properties or assets to a third party who has made a bona fide Transaction Proposal. The Company also agrees that immediately following the execution of this Agreement they shall, and shall cause their representatives acting on their behalf, to cease any solicitations, (B) engaging in discussions or negotiations with such a third party who has made a bona fide Transaction Proposal, (C) following receipt of a bona fide Transaction Proposal, taking and disclosing to its stockholders a position contemplated by Rule 14d-9 or Rule 14e-2(a) under the Exchange Act or otherwise making disclosure to its stockholders, or (D) taking any Person (other than the parties hereto and their respective representatives) conducted heretofore in connection with an Acquisition Proposal. The Company also agrees that within three (3) Business Days of the execution of this Agreement, the Company shall request each Person (other than the parties hereto and their respective representatives) that has prior action required to the date hereof executed a confidentiality agreement in connection with its consideration of acquiring be taken by the Company or the Stockholder pursuant to a non-appealable, final order by any court of competent jurisdiction, but in each case referred to in the foregoing clauses (A) through (D) or Section 6.12(b) only to the extent that a majority of the disinterested members of the Board of Directors of the Stockholder shall have concluded in good faith on the basis of written advice (or advice confirmed in writing) from outside counsel that the failure to take such action would be contrary to the fiduciary duties of the Board of Directors of the Stockholder to the stockholders of the Stockholder under applicable law; provided, further, that, to the extent that it may do so without acting in a manner contrary to its fiduciary duties under applicable law, the Board of Directors of the Stockholder shall not take any of its Subsidiaries the foregoing actions referred to in clauses (i) through (iii) and Section 6.12(b) until after reasonable notice to Parent with whom respect to such action and that such Board of Directors shall continue to advise Parent after taking such proposal and the Company has had contact in the 12 months prior to the date of this Agreement regarding the acquisition identity of the Company or any of its Subsidiaries) to return or destroy all confidential information furnished to such Person by or on behalf of it prior to the date hereof and terminate access to any physical or electronic data room maintained by or on behalf of the Companyperson making it.

Acquisition Proposals. From (a) The Company agrees that neither the date hereof until Company, its Subsidiaries, nor any of the Closing Date or, if earlier, the termination respective officers and directors of this Agreement in accordance with Article X, the Company or its Subsidiaries, shall and the Company shall direct and use its Subsidiaries shall notbest efforts to cause its employees, agents and shall cause their representatives not to(including any investment banker, directly attorney or indirectly (i) initiate any negotiations with any Person with respect to, or provide any non-public information or data concerning accountant retained by the Company or any of its Subsidiaries Subsidiaries) not to, take or cause, directly or indirectly, any of the following actions with any party other than Parent, Merger Sub or their respective designees: (i) directly or indirectly solicit, encourage, initiate, participate in or otherwise facilitate (including by way of furnishing information) any negotiations, inquiries or discussions with respect to any Person relating tooffer, an Acquisition Proposal indication or afford proposal to any Person access to acquire all or more than 15% of the Company's business, properties, assets or personnel capital shares whether by merger, consolidation, other business combination, purchase of assets, reorganization, tender or exchange offer or otherwise (each of the Company foregoing, an "Acquisition Proposal") or any of its Subsidiaries (ii) disclose, in connection with an Acquisition Proposal, (ii) enter into any acquisition agreementinformation or provide access to its properties, merger agreement books 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) grant any waiver, amendment or release under any confidentiality agreement or the anti-takeover laws of any state, or (iv) otherwise knowingly facilitate any such inquiries, proposals, discussions, or negotiations or any effort or attempt by any Person to make an Acquisition Proposalrecords. The Company also agrees that will immediately following the execution of this Agreement they shall, cease and shall cause their representatives acting on their behalf, to cease be terminated any solicitationsexisting activities, discussions or negotiations with any Person (other than the parties hereto and their respective representatives) conducted heretofore with respect to any of the foregoing. The Company will take the necessary steps to promptly inform the individuals or entities referred to in connection with an Acquisition Proposalthe first sentence of Section 5.4(a) hereof of the obligations undertaken in this Section 5.4. The Company also agrees that within three (3) Business Days of the execution of this Agreement, the Company shall will promptly request each any Person (other than the parties hereto and their respective representatives) that has prior to the date hereof which may have heretofore executed a confidentiality agreement in connection with its consideration of acquiring the Company or and/or any of its Subsidiaries (and with whom the Company has had contact in the 12 months prior to the date of this Agreement regarding the acquisition of the Company or any of its Subsidiaries) to return or destroy all confidential information heretofore furnished to such Person by or on behalf of it prior to the date hereof and terminate access to any physical or electronic data room maintained person by or on behalf of the Company.

Acquisition Proposals. From the date hereof until the Closing Date or(a) Except as otherwise expressly permitted by this Section 7.4, if earlier, the termination of this Agreement in accordance with Article X, the Company and its Subsidiaries shall not, and shall cause their representatives not to, directly or indirectly (i) initiate any negotiations with any Person with respect to, or provide any non-public information or data concerning the Company or any of its Subsidiaries to any Person relating to, an Acquisition Proposal or afford to any Person access to the business, properties, assets or personnel none of the Company or any of its Subsidiaries in connection with an shall (whether directly or indirectly through Affiliates, directors, officers, employees, representatives, advisors or other intermediaries), nor shall (directly or indirectly) the Company authorize or permit any of its or their controlled Affiliates, officers, directors, representatives, advisors or other intermediaries or Subsidiaries to: (i) solicit, initiate or knowingly encourage the submission of inquiries, proposals or offers from any Person (other than Parent) relating to any Company Acquisition Proposal, or agree to or endorse any Company Acquisition Proposal; (ii) enter into any acquisition agreement, merger agreement or similar definitive agreement, or to (x) consummate any letter of intent, memorandum of understanding or agreement in principle, or any other agreement relating to an Company Acquisition Proposal, (y) approve or endorse any Company Acquisition Proposal or (z) in connection with any Company Acquisition Proposal, require it to abandon, terminate or fail to consummate the Combination; (iii) grant enter into or participate in any waiverdiscussions or negotiations in connection with any Company Acquisition Proposal or inquiry with respect to any Company Acquisition Proposal, amendment or release under furnish to any confidentiality agreement Person any non-public information with respect to its business, properties or the anti-takeover laws of assets in connection with any state, Company Acquisition Proposal; or (iv) otherwise knowingly facilitate any such inquiries, proposals, discussionsagree to resolve to take, or negotiations take, any of the actions prohibited by clause (i), (ii) or any effort or attempt by any Person to make an Acquisition Proposal(iii) of this sentence. The Company also agrees that shall immediately following the execution of this Agreement they shallcease, and shall cause their representatives acting on their behalfits representatives, advisors and other intermediaries to cease immediately cease, any solicitationsand all existing activities, discussions or negotiations with any Person (other than the parties hereto and their respective representatives) conducted heretofore in connection with an Acquisition Proposalrespect to any of the foregoing. The Company also agrees that within three (3) Business Days shall promptly inform its representatives and advisors of the execution Company’s obligations under this Section 7.4. Any violation of this Agreement, the Company shall request each Person (other than the parties hereto and their respective representatives) that has prior to the date hereof executed a confidentiality agreement in connection with its consideration of acquiring the Company or Section 7.4 by any of its Subsidiaries (and with whom the Company has had contact in the 12 months prior to the date of this Agreement regarding the acquisition representative of the Company or its Subsidiaries shall be deemed to be a breach of this Section 7.4 by the Company. For purposes of this Section 7.4, the term “Person” means any person, corporation, entity or “group,” as defined in Section 13(d) of its Subsidiaries) to return or destroy all confidential information furnished to such Person by or on behalf of it prior the Exchange Act, other than, with respect to the date hereof and terminate access Company, Parent or any Subsidiaries of Parent and, with respect to any physical or electronic data room maintained by or on behalf of Parent, the Company.

Acquisition Proposals. From the date hereof until the Closing Date or, if earlier, the termination (a) The Company agrees that neither it nor any of this Agreement in accordance with Article X, the Company and its Subsidiaries shall notshall, and that it shall cause their not authorize or permit its or its Subsidiaries' directors, officers, employees, agents or representatives not to(including any investment banker, financial advisor, consultant, attorney or accountant retained by it or any of its Subsidiaries)(collectively, "Representatives"), directly or indirectly indirectly, to solicit, initiate or knowingly facilitate or encourage the making of any proposal or offer (iincluding any proposal or offer to the Company's stockholders) initiate any negotiations with any Person with respect that constitutes or would reasonably be expected to lead to, a proposal for any tender offer, merger, recapitalization, reorganization, share exchange, business combination, consolidation, liquidation, dissolution or provide any non-public information or data concerning similar transaction involving the Company or any of its Subsidiaries to and a third party, or any Person relating to, an Acquisition Proposal purchase by a third party of more than 10% of the outstanding shares of any class of the Company's capital stock (other than upon the exercise of Company Options that are outstanding on the date hereof in accordance with their terms) or afford to any Person access to the business, properties, business or assets or personnel of the Company or any of its Subsidiaries constituting more than 10% of the assets of the Company and its Subsidiaries, taken as a whole, other than acquisitions or sales of inventory in the ordinary course of business (any such proposal or offer, other than in connection with the Merger, whether in a single transaction or a series of related transactions, being hereinafter referred to as an "Acquisition Proposal"). The Company further agrees that neither it nor any of its Subsidiaries shall, and that it shall not authorize or permit its or its Subsidiaries' Representatives to: (iii) enter into engage, directly or indirectly, in any acquisition agreement, merger agreement discussions or similar definitive agreementnegotiations with, or provide any letter confidential information or data to, any Person in furtherance of intent, memorandum of understanding or agreement in principle, or any other agreement relating to an Acquisition Proposal (and the Company, its Subsidiaries and all such Persons shall immediately cease and cause to be terminated any existing discussions or negotiations with any third parties conducted heretofore with respect to any Acquisition Proposal); (ii) except to the extent required to give effect to Section 6.2(c) in connection with the receipt by the Company of an unsolicited Acquisition Proposal described in clause (1) or (2) thereof, (iii) grant any waiver, amendment waiver or release under any confidentiality agreement, standstill agreement or the anti-takeover laws of any state, or (iv) otherwise knowingly facilitate any such inquiries, proposals, discussions, or negotiations or any effort or attempt by any Person similar agreement with respect to make an Acquisition Proposal. The Company also agrees that immediately following the execution of this Agreement they shall, and shall cause their representatives acting on their behalf, to cease any solicitations, discussions or negotiations with any Person (other than the parties hereto and their respective representatives) conducted heretofore in connection with an Acquisition Proposal. The Company also agrees that within three (3) Business Days of the execution of this Agreement, the Company shall request each Person (other than the parties hereto and their respective representatives) that has prior to the date hereof executed a confidentiality agreement in connection with its consideration of acquiring the Company or any of its Subsidiaries (it being understood and with whom agreed that receipt by the Company has had contact in the 12 months prior of unsolicited Acquisition Proposals or Superior Proposals shall not be deemed to the date be such a waiver or release); or (iii) execute or enter into any written agreement, letter of this Agreement regarding the intent, acquisition of the Company agreement or any of its Subsidiaries) to return or destroy all confidential information furnished to such Person by or on behalf of it prior to the date hereof and terminate access similar agreement with respect to any physical or electronic data room maintained by or on behalf of the CompanyAcquisition Proposal (an "Acquisition Agreement").

Acquisition Proposals. From the date hereof until the Closing Date or, if earlier, the termination of this Agreement in accordance with Article X, the The Company and its Subsidiaries shall will not, and will not permit or cause any of its Subsidiaries or any of the officers and directors of it or its Subsidiaries to, and shall cause their representatives direct its and its Subsidiaries' employees and Representatives not to, directly or indirectly (i) initiate indirectly, initiate, solicit, encourage or otherwise facilitate any negotiations with inquiries or the making of any Person proposal or offer with respect toto a merger, or provide any non-public information or data concerning the Company or any of its Subsidiaries to any Person relating toreorganization, an Acquisition Proposal or afford to any Person access to the businessshare exchange, properties, assets or personnel of the Company or any of its Subsidiaries in connection with an Acquisition Proposal, (ii) enter into any acquisition agreement, merger agreement consolidation or similar definitive agreementtransaction involving, or any letter purchase of intent, memorandum 15% or more of understanding or agreement in principle, the Assets or any other agreement relating to an Acquisition Proposalequity securities of, (iii) grant any waiver, amendment or release under any confidentiality agreement or the anti-takeover laws of any state, or (iv) otherwise knowingly facilitate any such inquiries, proposals, discussions, or negotiations or any effort or attempt by any Person to make an Acquisition Proposal. The Company also agrees that immediately following the execution of this Agreement they shall, and shall cause their representatives acting on their behalf, to cease any solicitations, discussions or negotiations with any Person (other than the parties hereto and their respective representatives) conducted heretofore in connection with an Acquisition Proposal. The Company also agrees that within three (3) Business Days of the execution of this Agreement, the Company shall request each Person (other than the parties hereto and their respective representatives) that has prior to the date hereof executed a confidentiality agreement in connection with its consideration of acquiring the Company or any of its Subsidiaries (any such proposal or offer being hereinafter referred to as an "Acquisition Proposal"). The Company will not, and with whom will not permit or cause any of its Subsidiaries or any of the Company has had contact officers and directors of it or its Subsidiaries to and shall direct its and its Subsidiaries' employees and Representatives not to, directly or indirectly, engage in the 12 months prior any negotiations concerning, or provide any confidential information or data to, or have any discussions with, any Person relating to an Acquisition Proposal, whether made before or after the date of this Agreement, or otherwise facilitate any effort or attempt to make or implement an Acquisition Proposal (including, without limitation, by means of an amendment to the Rights Agreement); provided, however, that nothing contained in this Agreement regarding the acquisition of shall prevent the Company or its Board of Directors from (i) complying with Rule 14e-2 promulgated under the Exchange Act with regard to an Acquisition Proposal, or (ii) at any time after the date hereof, if the Merger shall not have been approved by the Company Requisite Vote as of its Subsidiariessuch time, (A) providing information in response to return a request therefor by a Person who has made an unsolicited bona fide written Acquisition Proposal if the Board of Directors receives from the Person so requesting such information an executed confidentiality agreement on terms substantially equivalent to those contained in the Parent Confidentiality Agreement; (B) engaging in any negotiations or destroy all confidential information furnished to discussions with any Person who has made an unsolicited bona fide written Acquisition Proposal; or (C) recommending such Person by or on behalf of it prior an Acquisition Proposal to the date hereof and terminate access to any physical or electronic data room maintained by or on behalf stockholders of the Company., if and only to the extent that, (i) in each such case referred to in clause (A), (B) or

Acquisition Proposals. From the date hereof until the Closing Date or, if earlier, the termination (a) The Company agrees that neither it nor any of this Agreement in accordance with Article X, the Company its officers and its Subsidiaries shall notdirectors shall, and that it shall cause their representatives each Company’s Representatives not to, directly or indirectly indirectly, initiate, solicit or knowingly encourage or facilitate any inquiries or the making of any proposal or offer with respect to: (i) initiate a merger, recapitalization, consolidation, business combination or other similar transaction involving the Company; (ii) a purchase of or investment in any of the Company’s Equity Interests; (iii) a sale or disposition of all or any material portion of the assets of the Company, other than sales and dispositions in the ordinary course of business; or (iv) any liquidation, dissolution, recapitalization, extraordinary dividend or other significant corporate reorganization of the Company (any such proposal or offer, an “Acquisition Proposal”). The Company further agrees that neither it nor any of the officers and directors of the Company shall, and that it shall cause its Representatives and Affiliates not to, directly or indirectly, (x) engage in any negotiations with any Person with respect toconcerning, or provide any non-public confidential information or data concerning the Company to, or have any of its Subsidiaries to discussions with, any Person relating to, to an Acquisition Proposal or afford to any Person access to the business, properties, assets or personnel of the Company or any of its Subsidiaries in connection with an Acquisition Proposal, (iiy) enter into any acquisition agreement, merger agreement or similar definitive agreementarrangement, or any letter of intent, memorandum of understanding or agreement in principle, or any other agreement relating to an Acquisition Proposal, (iii) grant any waiver, amendment or release under any confidentiality agreement or the anti-takeover laws of any state, or (iv) otherwise knowingly facilitate any such inquiries, proposals, discussions, or negotiations or any effort or attempt by Contract with any Person requiring the Company to make an Acquisition Proposalabandon, terminate or fail to consummate any of the transactions contemplated hereby. The Company also agrees that immediately following the execution of this Agreement they shall promptly notify Buyer if it shall, and shall cause their representatives acting on their behalfor after the date hereof, to cease receive an Acquisition Proposal or any solicitations, discussions request for information or negotiations access in connection with a possible Acquisition Proposal involving any Person or group (other than Buyer or an Affiliate of Buyer), including the parties hereto nature and their respective representatives) conducted heretofore in connection with an Acquisition Proposal. The Company also agrees that within three (3) Business Days material terms of the execution of this Agreement, such inquiry but the Company shall request each Person (other than need not disclose the parties hereto and their respective representatives) that has prior to the date hereof executed a confidentiality agreement in connection with its consideration identity of acquiring the Company or any of its Subsidiaries (and with whom the Company has had contact in the 12 months prior to the date of this Agreement regarding the acquisition of the Company or any of its Subsidiaries) to return or destroy all confidential information furnished to such Person by or on behalf of it prior to the date hereof and terminate access to any physical group making such proposal or electronic data room maintained by or on behalf of the Companyinquiry.

Acquisition Proposals. From The Company agrees that after the date hereof until neither it nor any of its Subsidiaries nor any of the Closing Date orofficers and directors of it or its Subsidiaries shall, if earlier, the termination of this Agreement in accordance with Article X, the Company and that it shall direct and use its reasonable best efforts to cause its and its Subsidiaries shall notSubsidiaries' employees, agents and shall cause their representatives (including any investment banker, attorney or accountant retained by it or any of its Subsidiaries) not to, directly or indirectly (i) initiate indirectly, initiate, solicit or knowingly encourage any negotiations with inquiries or the making of any Person proposal or offer with respect toto a merger, reorganization, share exchange, consolidation, business combination, recapitalization, liquidation, dissolution or provide any non-public information or data concerning the Company similar transaction involving it or any of its Subsidiaries to material Subsidiaries, or any Person relating to, an Acquisition Proposal purchase or afford to any Person access to the business, properties, assets sale of all or personnel 20% or more of the Company equity securities of it or any of its material Subsidiaries or of the assets of it and its Subsidiaries taken as a whole (any such proposal or offer, other than a proposal or offer made by Parent or an affiliate thereof, being hereinafter referred to as an "ACQUISITION PROPOSAL"); PROVIDED, HOWEVER, that the Company may take any of the foregoing actions to the extent such actions are in connection with an Acquisition Proposalany transaction permitted under SECTION 4.1(E) or 4.1(F). The Company further agrees that neither it nor any of its Subsidiaries nor any of the officers and directors of it or its Subsidiaries shall, and that it shall direct and use its reasonable best efforts to cause its and its Subsidiaries' employees, agents and representatives (ii) enter into including any acquisition agreementinvestment banker, merger agreement attorney or similar definitive agreement, accountant retained by it or any letter of intentits Subsidiaries) not to, memorandum of understanding directly or agreement in principleindirectly, have any discussion with or provide any other agreement confidential information or data to any Person relating to an Acquisition Proposal, or engage in any negotiations concerning an Acquisition Proposal, or accept an Acquisition Proposal. Notwithstanding anything in this Agreement to the contrary, the Company and its Board of Directors, including all of the aforementioned Persons, shall be permitted to (iiiA) grant to the extent applicable, comply with Rule 14d-9 and Rule 14e-2(a) promulgated under the Exchange Act with regard to an Acquisition Proposal, and (B) in response to an unsolicited bona fide written Acquisition Proposal by any waiverPerson, amendment (I) furnish information to, request information from, and engage in discussions or release under negotiations with the Person making such Acquisition Proposal and (II) recommend such an unsolicited bona fide written Acquisition Proposal to the stockholders of the Company, or withdraw or modify in any adverse manner its approval or recommendation of this Agreement, if and only to the extent that, in any such case as is referred to in clause (B), (i) the Board of Directors of the Company concludes in good faith that such Acquisition Proposal (x) in the case of clause (I) above could reasonably be expected to constitute or result in a Superior Proposal or (y) in the case of clause (II) above constitutes a Superior Proposal (after giving effect to any concessions which are offered by Parent, if any, following delivery of notice to Parent required pursuant to SECTION 7.1(F)), and (ii) prior to providing any information to any Person in connection with an Acquisition Proposal by any such Person, the Company receives from such Person an executed confidentiality agreement or and standstill agreement no less favorable in the anti-takeover laws aggregate to the Company than the Confidentiality Agreement. The Company agrees that it will keep Parent informed as promptly as practicable (but in any case by the end of the next Business Day) of the status and material terms of any statesuch proposals or offers, or (iv) otherwise knowingly facilitate including any material revisions thereof, and any material developments in the status of any such inquiriesmaterial discussions or negotiations, proposals, discussions, or negotiations or any effort or attempt by including the identity of any Person to make making an Acquisition Proposal. The Company also agrees that it will immediately following the execution of this Agreement they shall, cease and shall cause their representatives acting on their behalf, to cease be terminated any solicitationsexisting activities, discussions or negotiations with any Person (other than the parties hereto and their respective representatives) conducted heretofore in connection with an respect to any Acquisition Proposal. The Company also agrees that within three (3) Business Days of the execution of this Agreement, the Company shall request each Person (other than the parties hereto and their respective representatives) that has prior to the date hereof executed a confidentiality agreement in connection with its consideration of acquiring the Company or any of its Subsidiaries (and with whom the Company has had contact in the 12 months prior to the date of this Agreement regarding the acquisition of the Company or any of its Subsidiaries) to return or destroy all confidential information furnished to such Person by or on behalf of it prior to the date hereof and terminate access to any physical or electronic data room maintained by or on behalf of the Company.

Acquisition Proposals. (a) From the date hereof until the Closing Date or, if earlier, the termination of this Company Holders Support Agreement in accordance with Article XSection 3.1, the Company and its Subsidiaries Shareholder: (i) shall not, and shall cause their representatives not to, directly or indirectly (i) initiate initiate, solicit or engage in any negotiations with any Person with respect to, or provide any non-public information or data concerning the Company or HoldCo (as the case may be) or any of its the Company’s Subsidiaries to any Person relating to, an Acquisition Proposal or afford to any Person access to the business, properties, assets or personnel of the Company or any of its the Company’s Subsidiaries in connection with an Acquisition Proposal, (ii) execute or 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 arrangement or agreement relating to an Acquisition Proposal, (iii) grant any waiver, amendment or release under any confidentiality agreement or the anti-takeover laws of any state, or (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 ProposalProposal or (v) agree or otherwise commit to enter into or engage in any of the foregoing. The Company Shareholder also agrees that immediately following the execution of this Company Holders Support Agreement they shall, and he shall cause their representatives acting on their behalf, to cease any solicitations, discussions or negotiations with any Person (other than the parties hereto to the Business Combination Agreement 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 also agrees that Shareholder shall promptly (and in any event within three two (32) Business Days Days) notify, in writing, SPAC of the execution receipt of this Agreementany inquiry, the Company shall proposal, offer or request each Person (other than the parties hereto and their respective representatives) that has prior to for information received after the date hereof executed that constitutes, or could reasonably be expected to result in or lead to, any Acquisition Proposal, which notice shall include a confidentiality agreement in connection with its consideration summary of acquiring the Company material terms of such inquiry, proposal, offer or any of its Subsidiaries request for information. The Shareholder shall promptly (and in any event within twenty-four (24) hours) keep SPAC reasonably informed of any material developments with whom the Company has had contact in the 12 months prior to the date of this Agreement regarding the acquisition of the Company or any of its Subsidiaries) to return or destroy all confidential information furnished to such Person by or on behalf of it prior to the date hereof and terminate access respect to any physical such inquiry, proposal, offer, request for information or electronic data room maintained by or on behalf of the CompanyAcquisition Proposal (including any material changes thereto).

Acquisition Proposals. From the date hereof of this Agreement until the Closing Date or, if earlier, the termination of this Agreement in accordance with Article XAgreement, each Seller agrees that such Seller will not, (a) solicit, initiate, seek, entertain, encourage, facilitate, support or induce the Company making, submission or announcement by any Person of any inquiry, expression of interest, proposal or offer that constitutes, or could reasonably be expected to lead to the acquisition by any Person (other than Buyer and its Subsidiaries shall notAffiliates) of any of the Purchased Interests or the Other Interests, and shall cause their representatives not to(b) enter into, directly participate in, maintain or indirectly continue any communications (iexcept solely to provide written notice as to the existence of these exclusivity provisions) initiate any or negotiations with regarding, or deliver or make available to any Person any information with respect to, or provide take any non-public information other action regarding, any inquiry, expression of interest, proposal or data concerning offer that constitutes, or could reasonably be expected to lead to, the Company acquisition by any Person (other than Buyer and its Affiliates) of any of the Purchased Interests or any of its Subsidiaries the Other Interests, (c) agree to, accept, approve, endorse or recommend any transaction related to the acquisition by any Person relating to, an Acquisition Proposal or afford to any Person access to the business, properties, assets or personnel (other than Buyer and its Affiliates) of the Company Purchased Interests or any of its Subsidiaries in connection with an Acquisition Proposalthe Other Interests, or (iid) enter into any acquisition agreement, merger agreement or similar definitive agreement, or any letter of intent, memorandum of understanding or agreement in principle, intent or any other agreement contract contemplating or otherwise relating to an Acquisition Proposal, (iii) grant any waiver, amendment or release under any confidentiality agreement or the anti-takeover laws of any state, or (iv) otherwise knowingly facilitate any such inquiries, proposals, discussions, or negotiations or any effort or attempt acquisition by any Person to make an Acquisition Proposal(other than Buyer and its Affiliates) of the Purchased Interests or the Other Interests. The Company also agrees that immediately following As of the execution date of this Agreement they shallAgreement, each Seller agrees to (i) immediately cease and shall cause their representatives acting on their behalf, to cease be terminated any solicitations, existing discussions or negotiations with any Person (other than the parties hereto and their respective representativesBuyer or its Affiliates) conducted heretofore in connection with an Acquisition Proposal. The Company also agrees that within three (3) Business Days of the execution of this Agreement, the Company shall request each Person (other than the parties hereto and their respective representatives) that has prior to the date hereof executed a confidentiality agreement in connection with respect to the acquisition by any Person (other than Buyer and its consideration Affiliates) of acquiring the Company Purchased Interests or any of its Subsidiaries the Other Interests, (and ii) notify each other Person with whom the Company has had contact it was engaged in the 12 months prior ongoing discussions or negotiation with respect to the date of this Agreement regarding the acquisition of the Company or any of its Subsidiaries) to return or destroy all confidential information furnished to such Person by or on behalf of it Purchased Interests immediately prior to the date hereof and terminate access that it has entered into a binding agreement relating to any physical or electronic data room maintained by or on behalf the sale of the CompanyPurchased Interests, and (iii) terminate any negotiations or discussions under any confidentiality, non-disclosure, document and information access and/or other agreements (other than any such agreement with Buyer and/or its Affiliates) with respect to the sale of the Purchased Interests and the Other Interests.

Acquisition Proposals. From (a) Subject to Section 7.3(b), from the date hereof until the Closing Date Effective Time or, if earlier, the termination of this Agreement in accordance with Article XIX, the Company and its Subsidiaries shall not, and nor shall cause their representatives not it permit any of its Subsidiaries to, nor shall it authorize or permit any of its Representatives to, directly or indirectly through another Person, (i) solicit, initiate or knowingly encourage (including by way of furnishing information, except information relating to the existence of these provisions), or take any other action designed to facilitate, directly or indirectly, any inquiries or the making of any Acquisition Proposal or (ii) participate in any discussions (except as to the existence of these provisions) or negotiations relating to any Acquisition Proposal. Subject to Section 7.3(b), from the date hereof the Company shall cease and cause to be terminated any solicitation, encouragement, discussion or negotiation with any Person Persons conducted theretofore by the Company, its Subsidiaries or any of their respective Representatives with respect toto any Acquisition Proposal. The Company shall promptly after the date of this Agreement instruct each Person which has heretofore executed a confidentiality agreement relating to any Acquisition Proposal with or for the benefit of the Company to promptly return or destroy all information, documents and materials relating to an Acquisition Proposal or provide any non-public information the Company or data concerning its businesses, operations or affairs heretofore furnished by the Company or any of its Subsidiaries Representatives to any such Person relating to, an Acquisition Proposal or afford to any Person access to the business, properties, assets or personnel of the Company or any of its Subsidiaries Representatives in connection accordance with an Acquisition Proposal, (ii) enter into any acquisition agreement, merger agreement or similar definitive agreement, or any letter the terms of intent, memorandum of understanding or agreement in principle, or any other agreement relating to an Acquisition Proposal, (iii) grant any waiver, amendment or release under any confidentiality agreement or the anti-takeover laws of any state, or (iv) otherwise knowingly facilitate any with such inquiries, proposals, discussions, or negotiations or any effort or attempt by any Person to make an Acquisition Proposal. The Company also agrees that immediately following the execution of this Agreement they shall, and shall cause their representatives acting on their behalf, to cease any solicitations, discussions or negotiations with any Person (other than the parties hereto and their respective representatives) conducted heretofore in connection with an Acquisition Proposal. The Company also agrees that within three (3) Business Days of the execution of this Agreement, the Company shall request each Person (other than the parties hereto and their respective representatives) that has prior to the date hereof executed a confidentiality agreement in connection with its consideration of acquiring the Company or any of its Subsidiaries (and with whom the Company has had contact in the 12 months prior to the date of this Agreement regarding the acquisition of the Company or any of its Subsidiaries) to return or destroy all confidential information furnished to such Person by or on behalf of it prior to the date hereof and terminate access to any physical or electronic data room maintained by or on behalf of the CompanyPerson.

Acquisition Proposals. From the date hereof until the Closing Date or, if earlier, the termination of this Agreement in accordance with Article X, the Company and its Subsidiaries shall not, and the Company shall cause its representatives acting on its or their representatives behalf not to, directly or indirectly (i) initiate any negotiations with any Person with respect to, or provide any non-public information 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 access to the business, properties, assets or personnel of the Company or any of its the Company’s Subsidiaries in connection with 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) grant any waiver, amendment or release under any confidentiality agreement or the anti-takeover laws of any state, in each case, in connection with an Acquisition Proposal, or (iv) otherwise knowingly facilitate any such inquiries, proposals, discussions, or negotiations or any effort or attempt by any Person to make an Acquisition Proposal. The Company also agrees that immediately following the execution of this Agreement they it shall, and shall cause their its representatives acting on their its behalf, to cease any solicitations, discussions or negotiations with any Person (other than the parties hereto and their respective representatives) conducted heretofore in connection with an Acquisition Proposal. The Company also agrees that within three (3) Business Days of the execution of this Agreement, the Company shall request each Person (other than the parties hereto and their respective representatives) that has prior to the date hereof executed a confidentiality agreement in connection with its consideration of acquiring the Company or any of its Subsidiaries (and with whom the Company has had contact in the 12 twelve (12) months prior to the date of this Agreement regarding the acquisition of the Company or any of its SubsidiariesCompany) to return or destroy all confidential information furnished to such Person by or on behalf of it prior to the date hereof and terminate access to any physical or electronic data room maintained by or on behalf of the Company.

Acquisition Proposals. From the date hereof until the Closing Date or, if earlier, the termination of this Agreement in accordance with Article X, the The Company and its Subsidiaries shall will not, and will not permit or cause any of its Subsidiaries or any of the officers and directors of it or its Subsidiaries to, and shall cause their representatives direct its and its Subsidiaries' employees and Representatives not to, directly or indirectly (i) initiate indirectly, initiate, solicit, encourage or otherwise facilitate any negotiations with inquiries or the making of any Person proposal or offer with respect toto a merger, reorganization, share exchange, consolidation or similar transaction involving, or provide any non-public information purchase of 15% or data concerning more of the Assets or any equity securities of, the Company or any of its Subsidiaries (any such proposal or offer being hereinafter referred to any Person relating toas an "Acquisition Proposal"). The Company will not, an Acquisition Proposal and will not permit or afford to any Person access to the business, properties, assets or personnel of the Company or cause any of its Subsidiaries or any of the officers and directors of it or its Subsidiaries to and shall direct its and its Subsidiaries' employees and Representatives not to, directly or indirectly, engage in connection with an Acquisition Proposal, (ii) enter into any acquisition agreement, merger agreement or similar definitive agreementnegotiations concerning, or provide any letter of intent, memorandum of understanding confidential information or agreement in principledata to, or have any other agreement discussions with, any Person relating to an Acquisition Proposal, (iii) grant any waiver, amendment whether made before or release under any confidentiality agreement or after the anti-takeover laws date of any statethis Agreement, or (iv) otherwise knowingly facilitate any such inquiries, proposals, discussions, or negotiations or any effort or attempt by any Person to make or implement an Acquisition Proposal (including, without limitation, by means of an amendment to the Rights Agreement); provided, however, that nothing contained in this Agreement shall prevent the Company or its Board of Directors from (i) complying with Rule 14e-2 promulgated under the Exchange Act with regard to an Acquisition Proposal, or (ii) at any time after the date hereof, if the Merger shall not have been approved by the Company Requisite Vote as of such time, (A) providing information in response to a request therefor by a Person who has made an unsolicited bona fide written Acquisition Proposal if the Board of Directors receives from the Person so requesting such information an executed confidentiality agreement on terms substantially equivalent to those contained in the Parent Confidentiality Agreement; (B) engaging in any negotiations or discussions with any Person who has made an unsolicited bona fide written Acquisition Proposal; or (C) recommending such an Acquisition Proposal to the stockholders of the Company, if and only to the extent that, (i) in each such case referred to in clause (A), (B) or (C) above, the Board of Directors of the Company determines in good faith after consultation with outside legal counsel that such action is necessary in order for its directors to comply with their respective fiduciary duties under applicable Law and (ii) in each case referred to in clause (B) or (C) above, the Board of Directors of the Company determines in good faith (after consultation with its financial advisor) that such Acquisition Proposal, if accepted, is reasonably likely to be consummated, taking into account all legal, financial and regulatory aspects of the proposal and the Person making the proposal and would, if consummated, result in a more favorable transaction than the transaction contemplated by this Agreement, taking into account, to the extent relevant, the long-term prospects and interests of the Company and its stockholders (any such more favorable Acquisition Proposal being referred to in this Agreement as a "Superior Proposal"). The Company also agrees that will immediately following the execution of this Agreement they shall, cease and shall cause their representatives acting on their behalf, to cease be terminated any solicitationsexisting activities, discussions or negotiations with any Person (other than the parties hereto and their respective representatives) conducted heretofore with respect to any of the foregoing. The Company agrees that it will take the necessary steps to inform promptly the individuals or entities referred to in the first sentence hereof of the obligations undertaken in this Section 7.2 and in the Confidentiality Agreement. The Company will notify Parent immediately if any such inquiries, proposals or offers are received by, any such information is requested from, or any such discussions or negotiations are sought to be initiated or continued with, any of its or its Subsidiaries' directors, employees or Representatives indicating, in connection with an Acquisition Proposalsuch notice, the name of such Person and the material terms and conditions of any proposals or offers and thereafter shall keep Parent informed, on a current basis, on the status and terms of any such proposals or offers and the status of any such negotiations or discussions. The Company also agrees that within three (3) Business Days of the execution of this Agreement, the Company shall will promptly request each Person (other than the parties hereto and their respective representatives) that has prior to the date hereof heretofore executed a confidentiality agreement in connection with its consideration of acquiring the Company or any of its Subsidiaries (and with whom the Company has had contact in the 12 months prior to the date of this Agreement regarding the acquisition of the Company or any of its Subsidiaries) an Acquisition Proposal to return or destroy all confidential information heretofore furnished to such Person by or on behalf of it prior to the date hereof and terminate access to or any physical or electronic data room maintained by or on behalf of the Companyits Subsidiaries.

Acquisition Proposals. From the date hereof until the Closing Date or, if earlier, the termination of this Agreement in accordance with Article X, (a) Neither the Company and nor any of its Subsidiaries shall not, and shall cause their representatives not to, (whether directly or indirectly (i) initiate any negotiations with any Person with respect tothrough advisors, agents or provide any non-public information or data concerning other intermediaries), nor shall the Company or any of its Subsidiaries authorize or permit any of its or their officers, directors, agents, representatives or advisors to (A) directly or indirectly solicit, initiate, knowingly encourage (including by way of furnishing information) or take any action knowingly to facilitate the submission of any inquiries, proposals or offers (whether or not in writing) from any Person or group of related Persons (other than Parent and its affiliates) relating to, an Acquisition Proposal other than the transactions contemplated by this Agreement, (i) any acquisition or afford to any Person access to purchase of 10% or more of the business, properties, consolidated assets or personnel of the Company or any of and its Subsidiaries in connection with an Acquisition Proposal, (ii) enter into any acquisition agreement, merger agreement or similar definitive agreement, of 10% or any letter of intent, memorandum of understanding or agreement in principle, or any other agreement relating to an Acquisition Proposal, (iii) grant any waiver, amendment or release under any confidentiality agreement or the anti-takeover laws more of any state, or (iv) otherwise knowingly facilitate any such inquiries, proposals, discussions, or negotiations or any effort or attempt by any Person to make an Acquisition Proposal. The Company also agrees that immediately following the execution class of this Agreement they shall, and shall cause their representatives acting on their behalf, to cease any solicitations, discussions or negotiations with any Person (other than the parties hereto and their respective representatives) conducted heretofore in connection with an Acquisition Proposal. The Company also agrees that within three (3) Business Days of the execution of this Agreement, the Company shall request each Person (other than the parties hereto and their respective representatives) that has prior to the date hereof executed a confidentiality agreement in connection with its consideration of acquiring the Company or any of its Subsidiaries (and with whom the Company has had contact in the 12 months prior to the date of this Agreement regarding the acquisition equity securities of the Company or any of its Subsidiaries, (ii) any tender offer (including a self tender offer) or exchange offer that if consummated would result in any Person or group of related Persons beneficially owning 10% or more of any class of equity securities of the Company or any of its Subsidiaries, (iii) any merger, consolidation, business combination, sale of substantially all assets, recapitalization, liquidation, dissolution or similar transaction involving the Company or any of its Subsidiaries whose assets, individually or in the aggregate, constitute 10% or more of the consolidated assets of the Company (collectively, "Acquisition Proposals"), or agree to or endorse any Acquisition Proposal or (B) enter into or participate in any negotiations regarding any of the foregoing, or furnish to any other Person any information with respect to its business, properties or assets in connection with the foregoing, or otherwise cooperate in any way with, or participate in or knowingly assist, facilitate, or encourage, any effort or attempt by any other Person or group of related Persons (other than any of Parent, Merger Sub and their affiliates) to return do or destroy all confidential seek any of the foregoing; provided, however, that the foregoing shall not prohibit the Company (X) from complying with Rule 14e-2 and Rule 14d-9 under the Exchange Act with regard to a bona fide tender offer or exchange offer, (Y) from making such disclosure to the Company's stockholders or otherwise which, the Company Board concludes in good faith, after consultation with its legal counsel, is necessary under applicable law or the rules of the NASDAQ or is necessary in order to comply with its fiduciary duties to the Company's stockholders under applicable law, (Z) from participating in negotiations or discussions with or furnishing information furnished to such any Person by or on behalf of it prior to in connection with an Acquisition Proposal not solicited after the date hereof which is submitted in writing by such Person or group of related Persons to the Company Board after the date of this Agreement; provided, however, that prior to participating in any such discussions or negotiations or furnishing any information, the Company receives from such Person or group of related Persons, as the case may be, an executed confidentiality agreement on terms not less favorable to the Company than the Confidentiality Agreement and terminate access the Company furnishes Parent any such nonpublic information; and provided, further, that the Company Board shall have concluded in good faith that such Acquisition Proposal, in the case of furnishing information, is or is reasonably likely to any physical lead to or, in the case of participating in discussions or electronic data room maintained by negotiations, constitutes a Superior Proposal and, after consultation with its outside legal counsel, that participating in such negotiations or on behalf discussions or furnishing such information is necessary in order to comply with its fiduciary duties to the stockholders of the CompanyCompany under applicable law; and provided, further, that the Company Board shall not take any of the foregoing actions prior to three Business Days (for purposes of this Agreement, "Business Day" means any day on which banks are not required or authorized to close in the City of New York) after it provides Parent with prompt (but in no event later than 24 hours after the occurrence or commencement of such action) written notice thereof. If the Company Board receives an Acquisition Proposal, then the Company shall promptly inform Parent of the material terms and conditions of such proposal and the identity of the Person or group of related Persons making it.

Acquisition Proposals. From the date hereof until the Closing Date or, if earlier, the termination of this Agreement in accordance with Article XXI, the Company Holder, the Companies and its their Subsidiaries shall not, and the Holder and the Companies shall instruct and use their respective reasonable best efforts to cause their respective representatives not to, directly or indirectly to (i) initiate any negotiations with any Person with respect to, or provide any non-public information or data concerning the any Company or any of its the Companies’ Subsidiaries to any Person relating to, an Acquisition Proposal or afford to any Person access to the business, properties, assets or personnel of the any Company or any of its the Companies’ Subsidiaries in connection with 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) grant any waiver, amendment or release under any confidentiality agreement or the anti-takeover laws of any state, or (iv) otherwise knowingly facilitate any such inquiries, proposals, discussions, or negotiations or any effort or attempt by any Person to make an Acquisition Proposal. The Company also agrees that immediately following Notwithstanding anything to the execution contrary in this Agreement, the Holder, the Companies and their Subsidiaries and their respective representatives shall not be restricted pursuant to the foregoing sentence with respect to any actions taken in connection with (1) the Pre-Closing Restructuring, (2) any funding of this Agreement they shall, and shall cause the operations of the Companies or their representatives acting on their behalf, to cease any solicitations, discussions Subsidiaries by the Holder or negotiations with any Person its Affiliates (other than the parties hereto and Companies or their respective representatives) conducted heretofore in connection with an Acquisition Proposal. The Company also agrees that within three Subsidiaries), (3) Business Days of any transactions between the execution of this Agreement, the Company shall request each Person Holder or its Affiliates (other than the parties hereto Companies or their Subsidiaries), on the one hand, and their respective representatives) any Person, on the other, that has prior to the date hereof executed a confidentiality agreement in connection with its consideration of acquiring do not primarily involve the Company or any their Subsidiaries, and (4) the arrangement of its Subsidiaries (and with whom financing in order to facilitate the Company has had contact in consummation of the 12 months prior to the date of transactions contemplated by this Agreement regarding or for the acquisition financing of the Company or any of its Subsidiaries) to return or destroy all confidential information furnished to such Person by or on behalf of it prior to Acquiror following the date hereof and terminate access to any physical or electronic data room maintained by or on behalf of the CompanyClosing.

Acquisition Proposals. From the date hereof until the Closing Date or, if earlier, the termination of this Agreement in accordance with Article XVIII, and, for the avoidance of doubt, excluding any actions relating to the PIPE Investment, the Company and its Subsidiaries shall not, and the Company shall instruct and use its reasonable best efforts to cause its and their representatives acting on its and their behalf, not to, directly or indirectly to (i) initiate any negotiations with any Person with respect to, or provide any non-public information or data concerning the Company or any of its the Company’s Subsidiaries to any Person relating to, an Acquisition Proposal as to the Company or any of its Subsidiaries or afford to any Person access to the business, properties, assets or personnel of the Company or any of its the Company’s Subsidiaries in connection with an Acquisition ProposalProposal as to the Company or any of its Subsidiaries, (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 ProposalProposal as to the Company or any of its Subsidiaries, (iii) grant any waiver, amendment or release under any confidentiality agreement or the anti-takeover laws of any state, or (iv) otherwise knowingly facilitate any such inquiries, proposals, discussions, or negotiations or any effort or attempt by any Person to make an Acquisition ProposalProposal as to the Company or any of its Subsidiaries. The Company also agrees that immediately following Notwithstanding anything to the execution of this Agreement they shall, and shall cause their representatives acting on their behalf, to cease any solicitations, discussions or negotiations with any Person (other than the parties hereto and their respective representatives) conducted heretofore contrary in connection with an Acquisition Proposal. The Company also agrees that within three (3) Business Days of the execution of this Agreement, the Company shall request each Person (other than the parties hereto and its Subsidiaries and their respective representatives) that has prior representatives shall not be restricted pursuant to the foregoing sentence with respect to any actions explicitly contemplated by this Agreement or the Transaction Agreements. From and after the date hereof executed a confidentiality agreement in connection hereof, the Company shall, and shall instruct its officers and directors to, and the Company shall instruct and cause its representatives acting on its behalf, its Subsidiaries and their respective representatives (acting on their behalf) to, immediately cease and terminate all discussions and negotiations with its consideration of acquiring any Persons that may be ongoing with respect to an Acquisition Proposal as to the Company or any of its Subsidiaries (other than with SPAC and with whom the Company has had contact in the 12 months prior to the date of this Agreement regarding the acquisition of the Company or any of its Subsidiaries) to return or destroy all confidential information furnished to such Person by or on behalf of it prior to the date hereof and terminate access to any physical or electronic data room maintained by or on behalf of the Companyrepresentatives).

Acquisition Proposals. From the date hereof until the Closing Date or(a) Except as otherwise expressly permitted by this Section 7.4, if earlier, the termination of this Agreement in accordance with Article X, the Company and its Subsidiaries shall not, and shall cause their representatives not to, directly or indirectly (i) initiate any negotiations with any Person with respect to, or provide any non-public information or data concerning the Company or any of its Subsidiaries to any Person relating to, an Acquisition Proposal or afford to any Person access to the business, properties, assets or personnel none of the Company or any of its Subsidiaries in connection with an shall (whether directly or indirectly through Affiliates, directors, officers, employees, representatives, advisors or other intermediaries), nor shall (directly or indirectly) the Company authorize or permit any of its or their controlled Affiliates, officers, directors, representatives, advisors or other intermediaries or Subsidiaries to: (i) solicit, initiate or knowingly encourage the submission of inquiries, proposals or offers from any Person (other than Parent) relating to any Company Acquisition Proposal, or agree to or endorse any Company Acquisition Proposal; (ii) enter into any acquisition agreement, merger agreement or similar definitive agreement, or to (x) consummate any letter of intent, memorandum of understanding or agreement in principle, or any other agreement relating to an Company Acquisition Proposal, (y) approve or endorse any Company Acquisition Proposal or (z) in connection with any Company Acquisition Proposal, require the Company to abandon, terminate or fail to consummate the Combination; (iii) grant enter into or participate in any waiverdiscussions or negotiations in connection with any Company Acquisition Proposal or inquiry with respect to any Company Acquisition Proposal, amendment or release under furnish to any confidentiality agreement Person any non-public information with respect to its business, properties or the anti-takeover laws of assets in connection with any state, Company Acquisition Proposal; or (iv) otherwise knowingly facilitate any such inquiries, proposals, discussionsagree or resolve to take, or negotiations take, any of the actions prohibited by clause (i), (ii) or any effort or attempt by any Person to make an Acquisition Proposal(iii) of this sentence. The Company also agrees that shall immediately following the execution of this Agreement they shallcease, and shall cause their representatives acting on their behalfits representatives, advisors and other intermediaries to cease immediately cease, any solicitationsand all existing activities, discussions or negotiations with any Person (other than the parties hereto and their respective representatives) conducted heretofore in connection with an Acquisition Proposalrespect to any of the foregoing. The Company also agrees that within three (3) Business Days shall promptly inform its representatives and advisors of the execution Company’s obligations under this Section 7.4. Any violation of this Agreement, the Company shall request each Person (other than the parties hereto and their respective representatives) that has prior to the date hereof executed a confidentiality agreement in connection with its consideration of acquiring the Company Section 7.4 by any representative or any of its Subsidiaries (and with whom the Company has had contact in the 12 months prior to the date of this Agreement regarding the acquisition advisor of the Company or any its Subsidiaries shall be deemed to be a breach of its Subsidiaries) to return or destroy all confidential information furnished to such Person this Section 7.4 by or on behalf of it prior to the date hereof and terminate access to any physical or electronic data room maintained by or on behalf of the Company.. For purposes of this Section 7.4, the term “

Acquisition Proposals. From the date hereof until the Closing Date or, if earlier, the termination of this Agreement in accordance with Article X, the (a) The Company and its Subsidiaries shall not, and shall cause their representatives its Subsidiaries, directors and officers not to, directly and shall not authorize or indirectly direct its Representatives to: (i) initiate initiate, solicit, or knowingly encourage or knowingly facilitate the submission of any Acquisition Proposal, (ii) engage in negotiations with respect to any Person with respect toAcquisition Proposal, or (iii) provide any non-public information or data concerning the Company or any of its Subsidiaries to any Person relating to, an Acquisition Proposal or afford to any Person access to the business, properties, assets or personnel physical properties of the Company or any of its Subsidiaries Subsidiaries, in each case, to any Person or host any meeting (including by telephone or videoconference) with any Person (in each case, other than Parent, Merger Sub, or any designees of Parent or Merger Sub) in connection with with, or for the purpose of knowingly encouraging or facilitating, an Acquisition Proposal, or (iiiv) enter into in connection with 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) grant any waiver, amendment or release under of or under, or fail to enforce, any confidentiality agreement (other than any standstill or similar provision), in each case, in a manner favorable to the anti-takeover laws of any statecounterparty thereto, or (ivv) otherwise knowingly facilitate enter into any such inquiriesletter of intent, proposals, discussions, Contract or negotiations or any effort or attempt by any Person agreement in principle with respect to make an Acquisition Proposal. The Company also agrees that immediately following the execution of this Agreement they shall, and shall cause their representatives acting on their behalfits Subsidiaries to, to and shall instruct its Representatives to, immediately cease any solicitationssolicitation, discussions discussions, or negotiations with any Person (other than the parties hereto and their respective representatives) conducted heretofore in connection with an Acquisition Proposal. The Company also agrees that within three (3) Business Days of the execution of this AgreementParent, the Company shall request each Person (other than the parties hereto and their respective representatives) that has prior to the date hereof executed a confidentiality agreement in connection with its consideration of acquiring the Company Merger Sub, or any designees of its Subsidiaries Parent or Merger Sub) with respect to any Acquisition Proposal (and with whom the Company has had contact or any such inquiry, proposal or offer), and, promptly (but in the 12 months prior to no event later than forty-eight (48) hours following the date of this Agreement regarding Agreement) shall request the acquisition of the Company or any of its Subsidiaries) to return or destroy destruction of all confidential information furnished to such Person provided by or on behalf of it prior the Company or its Subsidiaries to the date hereof any such Person and terminate access to any physical or electronic data room maintained rooms relating to a possible Acquisition Proposal. Notwithstanding the foregoing, 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 on behalf proposal constitutes an Acquisition Proposal and (B) inform a Person that has made or to the Knowledge of the Company, is considering making, following the date hereof, an Acquisition Proposal of the provisions of this Section 5.3.

Acquisition Proposals. From the date hereof of this Agreement until the Closing Date or, if earlier, the termination of this Agreement in accordance with Article XAgreement, each Seller agrees that such Seller will not, (a) solicit, initiate, seek, entertain, encourage, facilitate, support or induce the Company making, submission or announcement by any Person of any inquiry, expression of interest, proposal or offer that constitutes, or could reasonably be expected to lead to the acquisition by any Person (other than Buyer and its Subsidiaries shall notAffiliates) of any of the Purchased Interests, and shall cause their representatives not to(b) enter into, directly participate in, maintain or indirectly continue any communications (iexcept solely to provide written notice as to the existence of these exclusivity provisions) initiate any or negotiations with regarding, or deliver or make available to any Person any information with respect to, or provide take any non-public information other action regarding, any inquiry, expression of interest, proposal or data concerning offer that constitutes, or could reasonably be expected to lead to, the Company or acquisition by any Person (other than Buyer and its Affiliates) of any of its Subsidiaries the Purchased Interests, (c) agree to, accept, approve, endorse or recommend any transaction related to the acquisition by any Person relating to, an Acquisition Proposal or afford to any Person access to the business, properties, assets or personnel (other than Buyer and its Affiliates) of the Company Purchased Interests, or any of its Subsidiaries in connection with an Acquisition Proposal, (iid) enter into any acquisition agreement, merger agreement or similar definitive agreement, or any letter of intent, memorandum of understanding or agreement in principle, intent or any other agreement contract contemplating or otherwise relating to an Acquisition Proposal, (iii) grant any waiver, amendment or release under any confidentiality agreement or the anti-takeover laws of any state, or (iv) otherwise knowingly facilitate any such inquiries, proposals, discussions, or negotiations or any effort or attempt acquisition by any Person to make an Acquisition Proposal(other than Buyer and its Affiliates) of the Purchased Interests. The Company also agrees that immediately following As of the execution date of this Agreement they shallAgreement, each Seller agrees to (i) immediately cease and shall cause their representatives acting on their behalf, to cease be terminated any solicitations, existing discussions or negotiations with any Person (other than the parties hereto and their respective representativesBuyer or its Affiliates) conducted heretofore in connection with an Acquisition Proposal. The Company also agrees that within three (3) Business Days of the execution of this Agreement, the Company shall request each Person (other than the parties hereto and their respective representatives) that has prior to the date hereof executed a confidentiality agreement in connection with respect to the acquisition by any Person (other than Buyer and its consideration Affiliates) of acquiring the Company or any of its Subsidiaries Purchased Interests, (and ii) notify each other Person with whom the Company has had contact it was engaged in the 12 months prior ongoing discussions or negotiation with respect to the date of this Agreement regarding the acquisition of the Company or any of its Subsidiaries) to return or destroy all confidential information furnished to such Person by or on behalf of it Purchased Interests immediately prior to the date hereof and terminate access that it has entered into a binding agreement relating to any physical or electronic data room maintained by or on behalf the sale of the CompanyPurchased Interests, and (iii) terminate any negotiations or discussions under any confidentiality, non-disclosure, document and information access and/or other agreements (other than any such agreement with Buyer and/or its Affiliates) with respect to the sale of the Purchased Interests. Notwithstanding anything to the contrary contained herein, nothing contained herein is intended to, or shall serve to, prevent (i) any Bridge Equity Provider from exercising or otherwise limit its right of first offer under Section 4.02 of the Bridge Equity Providers Agreement, or (ii) any action by Sellers that Sellers, in their reasonable judgment, determine that they are required to perform pursuant to their obligations under the Bridge Equity Providers Agreement or the Syndication Agreement and the Xxxxxx IPA.

Acquisition Proposals. From the date hereof until the Closing Date or, if earlier, the termination of this Agreement in accordance with Article X, the (a) The Company and its Subsidiaries shall not, and shall cause their representatives its directors and officers not to, and shall instruct its Representatives not to: (i) directly or indirectly initiate, solicit, or knowingly encourage or knowingly facilitate (iincluding by way of providing information) initiate any inquiries, proposals or offers, or the making of any submission or announcement of any inquiry, proposal or offer that constitutes or would reasonably be expected to lead to any Acquisition Proposal, (ii) directly or indirectly engage in, enter into or participate in any discussions or negotiations with any Person with respect to, to any Acquisition Proposal or (iii) provide any non-public information or data concerning the Company or any of its Subsidiaries to any Person relating to, an Acquisition Proposal or afford to any Person access to the business, properties, assets assets, books or personnel records of the Company and its Subsidiary to, any Person (other than Parent, Purchaser, or any designees of its Subsidiaries Parent or Purchaser) in connection with 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) grant any waiver, amendment or release under any confidentiality agreement or the anti-takeover laws of any state, or (iv) otherwise knowingly facilitate any such inquiries, proposals, discussions, or negotiations or any effort or attempt by any Person to make an Acquisition Proposal. The Company also agrees that immediately following the execution of this Agreement they shallshall and shall cause its directors and officers to, and shall cause their representatives acting on their behalfdirect its Representatives to, to (x) immediately cease any solicitationssolicitation, discussions discussions, or negotiations with any Person (other than the parties hereto and their respective representativesParent, Purchaser, or any designees of Parent or Purchaser) conducted heretofore in connection with an respect to any Acquisition Proposal. The Company also agrees that within three , (3y) Business Days of request in writing the execution of this Agreement, the Company shall request each Person (other than the parties hereto and their respective representatives) that has prior to the date hereof executed a confidentiality agreement in connection with its consideration of acquiring the Company or any of its Subsidiaries (and with whom the Company has had contact in the 12 months prior to the date of this Agreement regarding the acquisition of the Company or any of its Subsidiaries) to prompt return or destroy destruction of all confidential information furnished to such Person provided by or on behalf of it prior the Company or its Subsidiary to the date hereof any such Person and (z) terminate access to any physical or electronic data room maintained rooms relating to a possible Acquisition Proposal. Notwithstanding the foregoing, the Company and its Representatives may, solely in response to an inquiry or proposal that did not result from a material breach of this Section 6.3(a), (A) seek to clarify and understand the terms and conditions of any inquiry or proposal made by any Person solely if and to the extent necessary to determine whether such inquiry or on behalf 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 6.3.

Acquisition Proposals. From the date hereof until the Closing Date or, if earlier, the termination of this Agreement in accordance with Article X, the Company and its Subsidiaries shall not, and shall cause their representatives not to, directly or indirectly (ia) initiate any negotiations with any Person with respect to, or provide any non-public information or data concerning the Company or any of its Subsidiaries to any Person relating to, an Acquisition Proposal or afford to any Person access to the business, properties, assets or personnel None of the Company or any of its Subsidiaries in connection with an shall (whether directly or indirectly through Affiliates, directors, officers, employees, representatives or other intermediaries), nor shall (directly or indirectly) the Company authorize or permit any of its or their officers, directors, representatives or other intermediaries or Subsidiaries to, (i) solicit, initiate or take any action to knowingly facilitate or encourage the submission of inquiries, proposals or offers from any Person (other than Parent and Merger Sub) relating to any Acquisition Proposal, or agree to or endorse any Acquisition Proposal; (ii) enter into any acquisition agreementagreement to (x) knowingly facilitate or consummate, merger agreement any Acquisition Proposal or similar definitive agreement, (y) approve or endorse any letter of intent, memorandum of understanding Acquisition Proposal; (iii) enter into or agreement participate in principle, any discussions or negotiations in connection with any other agreement relating Acquisition Proposal or inquiry with respect to an any Acquisition Proposal, (iii) grant or furnish to any waiverPerson any information with respect to its business, amendment properties or release under assets in connection with any confidentiality agreement Acquisition Proposal or the anti-takeover laws of inquiry with respect to any state, Acquisition Proposal; or (iv) otherwise knowingly facilitate agree to resolve or take any such inquiriesof the actions prohibited by clause (i), proposals, discussions, (ii) or negotiations or any effort or attempt by any Person to make an Acquisition Proposal(iii) of this sentence. The Company also agrees that shall immediately following the execution of this Agreement they shallcease, and shall cause their its representatives acting on their behalfand other intermediaries to immediately cease, to cease any solicitationsand all existing activities, discussions or negotiations with any Person (other than the parties hereto and their respective representatives) conducted heretofore in connection with an Acquisition Proposal. The Company also agrees that within three (3) Business Days respect to any of the execution foregoing and shall demand the return or destruction of any information previously provided with respect to such activities, discussion, or negotiations. For purposes of this AgreementSection 7.4, the Company shall request each Person (other than the parties hereto and their respective representatives) that has prior to the date hereof executed a confidentiality agreement in connection with its consideration of acquiring the Company or any of its Subsidiaries (and with whom the Company has had contact in the 12 months prior to the date of this Agreement regarding the acquisition of the Company or any of its Subsidiaries) to return or destroy all confidential information furnished to such Person by or on behalf of it prior to the date hereof and terminate access to any physical or electronic data room maintained by or on behalf of the Company.term "

Acquisition Proposals. From the date hereof until the Closing Date or, if earlier, the termination of this Agreement in accordance with Article X, the (a) The Company and its Subsidiaries shall not, and shall cause their its subsidiaries, directors, officers, and employees not to, and shall direct and use its reasonable best efforts to cause the attorneys, investment bankers and other advisors or representatives (collectively, “Representatives”) of the Company and its subsidiaries not to, directly or indirectly indirectly, (i) initiate initiate, solicit or knowingly encourage or otherwise knowingly facilitate any negotiations with any Person inquiries with respect to, or provide the making of, any non-public information or data concerning the Company or any of its Subsidiaries to any Person relating to, an Acquisition Proposal or afford any offer or proposal that could reasonably be expected to any Person access lead to the business, properties, assets or personnel of the Company or any of its Subsidiaries in connection with an Acquisition Proposal, (ii) enter into engage, continue or otherwise participate in any acquisition agreement, merger agreement negotiations or similar definitive agreementdiscussions concerning, or any letter of intentprovide access to its properties, memorandum of understanding or agreement in principle, books and records or any other agreement confidential information or data to, any Person relating to an Acquisition Proposal or any offer or proposal that could reasonably be expected to lead to an Acquisition Proposal, (iii) grant approve, endorse or recommend, or propose publicly to approve, endorse or recommend, any waiver, amendment or release under any confidentiality agreement or the anti-takeover laws of any stateAcquisition Proposal, or (iv) otherwise knowingly facilitate execute or enter into, any such inquiriesletter of intent, proposalsagreement in principle, discussionsmerger agreement, acquisition agreement or negotiations or other similar agreement relating to any effort or attempt by any Person to make an Acquisition Proposal, and the Company shall not resolve or agree to do any of the foregoing. The Company also agrees that shall immediately following the execution of this Agreement they shall, and shall cause their representatives acting on their behalf, to cease any solicitations, discussions or negotiations or other activities with any Person (other than the parties hereto and their respective representativesParties) conducted heretofore in connection with an Acquisition Proposal. The Company also agrees that within three (3) Business Days of the execution of this Agreement, the Company shall it will promptly request each Person (other than the parties hereto and their respective representativesParties) that has prior to the date hereof executed a confidentiality agreement in connection with its consideration of acquiring the Company or any of its Subsidiaries (and with whom the Company has had contact in the 12 months prior an Acquisition Proposal to the date of this Agreement regarding the acquisition of the Company or any of its Subsidiaries) 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 hereof. The Company shall promptly (and terminate access to in any physical or electronic data room maintained by or on behalf event within 24 hours of the CompanyCompany obtaining knowledge thereof) notify Parent orally and in writing of the receipt 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 or proposal that could reasonably be expected to lead to an Acquisition Proposal after the date hereof, which notice shall include a summary of the material terms of, and the identity of the Person making, such Acquisition Proposal (including, if applicable, copies of any such written requests, proposals or offers, including proposed agreements) and thereafter shall keep Parent informed, on a reasonably current basis, of any material developments related to the terms, conditions and process associated with such proposals and offers.

Acquisition Proposals. From the date hereof until the Closing Date or(a) The Company shall, if earlierand shall cause its Affiliates, the termination of this Agreement in accordance with Article XSubsidiaries, the Company and its Subsidiaries and each of their respective officers, directors, employees, consultants, financial advisors, attorneys, accountants and other advisors, representatives and agents (collectively, "Representatives") to, immediately cease and cause to be immediately terminated any discussions or negotiations with any parties that may be ongoing with respect to, or that are intended to or could reasonably be expected to lead to, a Takeover Proposal. The Company shall not, and shall cause its Affiliates, Subsidiaries and its and their representatives respective Representatives not to, (i) directly or indirectly solicit, initiate, encourage or take any other action to facilitate (iincluding by way of furnishing or disclosing information) initiate any negotiations with any Person with respect to, or provide any non-public information or data concerning the Company or any of its Subsidiaries to any Person relating to, an Acquisition Proposal or afford to any Person access to the business, properties, assets or personnel of the Company or any of its Subsidiaries in connection with an Acquisition Takeover Proposal, (ii) enter into any acquisition agreement, merger agreement arrangement or similar definitive agreement, or understanding with respect to any Takeover Proposal (including any letter of intent, memorandum of understanding or agreement in principle) or enter into any agreement, arrangement or understanding (including any letter of intent, memorandum of understanding or agreement in principle) which requires, or is intended to or which could reasonably be expected to result in, the abandonment, termination or the failure to consummate the Merger or any other agreement relating to an Acquisition Proposaltransaction contemplated by this Agreement, (iii) grant initiate or participate in any waiver, amendment way in any negotiations or release under any confidentiality agreement or the anti-takeover laws of any statediscussions regarding, or (iv) otherwise knowingly facilitate any such inquiries, proposals, discussions, furnish or negotiations or any effort or attempt by any Person disclose to make an Acquisition Proposal. The Company also agrees that immediately following the execution of this Agreement they shall, and shall cause their representatives acting on their behalf, to cease any solicitations, discussions or negotiations with any Person (other than the parties hereto and their respective representativesa party to this Agreement) conducted heretofore in connection any information with an Acquisition Proposal. The Company also agrees that within three respect to any Takeover Proposal or (3iv) Business Days grant any waiver or release under any standstill or any similar agreement with respect to any class of the execution Company's equity securities; provided, however, that at any time prior to the adoption of this AgreementAgreement by the Required Company Stockholders, in response to a bona fide written unsolicited Takeover Proposal received after the date hereof that the Board of Directors of the Company determines in good faith (after consultation with outside counsel and a financial advisor of nationally recognized reputation) constitutes, or would reasonably be expected to lead to, a Superior Proposal, and which Takeover Proposal was not, directly or indirectly, the result of a breach of this Section 5.5, the Company shall request each Person may, if its Board of Directors determines in good faith (other than the parties hereto after consulting with a financial advisor of nationally recognized reputation and their respective representativesoutside counsel) that has prior it is required to do so in order to comply with its fiduciary duties to the date hereof executed a confidentiality agreement in connection with its consideration of acquiring the Company or any of its Subsidiaries (and with whom the Company has had contact in the 12 months prior to the date of this Agreement regarding the acquisition stockholders of the Company under applicable Law, and subject to compliance with Section 5.5(b), (x) furnish information with respect to the Company and its Subsidiaries to the Person making such Takeover Proposal (and its representatives) pursuant to a customary confidentiality agreement not less restrictive of such Person than the Confidentiality Agreement; provided that all such information has previously been provided to Buyer or any of its Subsidiaries) is provided to return Buyer prior to or destroy all confidential information furnished concurrently with the time it is provided to such Person, and (y) participate in discussions or negotiations with the Person by or on behalf of it prior to the date hereof making such Takeover Proposal (and terminate access to any physical or electronic data room maintained by or on behalf of the Companyits representatives) regarding such Takeover Proposal.

Acquisition Proposals. From Until the date hereof until earlier of the Closing Date or, if earlier, or the termination of this Agreement in accordance with Article Xits terms, the Company and its Subsidiaries Seller shall not, and shall cause their representatives each of its Representatives not to, directly or indirectly indirectly, (i) solicit, initiate or knowingly encourage, or take any negotiations with action to solicit, initiate or knowingly encourage the making of any Person with respect submission, proposal or offer that constitutes or that would reasonably be expected to lead to, or provide any non-public information or data concerning the Company or any of its Subsidiaries to any Person relating to, an Acquisition Proposal or afford to any Person access to the business, properties, assets or personnel of the Company or any of its Subsidiaries in connection with an Acquisition Proposal, (ii) enter into into, participate in, maintain or continue any acquisition agreementdiscussions or negotiations relating to, merger agreement or similar definitive agreement, any Acquisition Proposal with any Person other than Buyer or any letter of intentits Affiliates or its or their respective Representatives, memorandum of understanding or agreement in principle, (iii) furnish to any Person other than Buyer or any other agreement of its Affiliates or its or their respective Representatives any information that Seller believes or should reasonably know would be used for the purposes of formulating any inquiry, expression of interest, proposal or offer relating to an Acquisition Proposal, (iii) grant or take any waiverother action regarding any inquiry, amendment expression of interest, proposal or release under any confidentiality agreement offer that constitutes, or the anti-takeover laws of any statewould reasonably be expected to lead to, an Acquisition Proposal or (iv) otherwise knowingly facilitate accept any such inquiriesAcquisition Proposal or enter into any agreement, proposals, discussions, arrangement or negotiations or understanding providing for the consummation of any effort or attempt transaction contemplated by any Person Acquisition Proposal or otherwise relating to make an any Acquisition Proposal. The Company also agrees that immediately following the execution of this Agreement they Seller shall, and shall cause their representatives acting on their behalfeach of its Representatives to, (i) immediately cease and cause to cease be terminated any solicitationsand all existing activities, discussions or negotiations with any Persons conducted prior to or on the date hereof with respect to any Acquisition Proposal, and (ii) promptly request the return or destruction of all confidential information provided to any other Person (other than the parties hereto and their respective representatives) conducted heretofore pursuant to a confidentiality agreement or otherwise in connection with an Acquisition Proposal. The Company also agrees that within three (3) Business Days of the execution of this Agreementany such discussions, the Company shall request each Person (negotiations or other than the parties hereto and their respective representatives) that has prior to the date hereof executed a confidentiality agreement in connection with its consideration of acquiring the Company or any of its Subsidiaries (and with whom the Company has had contact in the 12 months prior to the date of this Agreement regarding the acquisition of the Company or any of its Subsidiaries) to return or destroy all confidential information furnished to such Person by or on behalf of it prior to the date hereof and terminate access to any physical or electronic data room maintained by or on behalf of the Companyactivities.

Acquisition Proposals. From the date hereof until through the Closing Date or, if earlier, the termination of this Agreement in accordance with Article XClosing, the Company and its Subsidiaries shall not, and the Parent shall cause their representatives the Company not to, sell or otherwise transfer any of the Acquired Assets to any other Person, except for the sale of Inventory in the ordinary course of business consistent with past practices. From the date hereof through the Closing, the Parent, the Company, their respective Affiliates and any officers, directors, employees, representatives or agents of the Company, shall not, directly or indirectly (i) indirectly, solicit, initiate or participate in any way in discussions or negotiations with any Person with respect towith, or provide any non-public information or data concerning the Company or any of its Subsidiaries to assistance to, any Person relating toor group of Persons (other than Acquiror) concerning any acquisition of an equity interest in, an Acquisition Proposal or afford in a merger, consolidation, liquidation, dissolution, disposition of assets (other than sales of assets in the ordinary course of business and as specifically permitted pursuant to any Person access to the business, properties, assets or personnel this Agreement) of the Company or any disposition of any of the shares of its Subsidiaries in connection with capital stock (other than pursuant to the transactions contemplated by this Agreement) (each, an “Acquisition Proposal, (ii) enter into any acquisition agreement, merger agreement or similar definitive agreement”), or any letter of intentassist or participate in, memorandum of understanding facilitate or agreement in principle, or any other agreement relating to an Acquisition Proposal, (iii) grant any waiver, amendment or release under any confidentiality agreement or the anti-takeover laws of any state, or (iv) otherwise knowingly facilitate any such inquiries, proposals, discussions, or negotiations or encourage any effort or attempt by any other Person to make an Acquisition Proposaldo or seek to do any of the foregoing. The Company also agrees that immediately following or the execution Parent shall promptly communicate to Acquiror the terms of this Agreement they shall, and shall cause their representatives acting on their behalf, to cease any solicitations, discussions Acquisition Proposal which the Company or negotiations with any Person (other than the parties hereto and their respective representatives) conducted heretofore in connection with an Acquisition ProposalParent may receive. The Company also agrees and the Parent represent and warrant to, and covenant and agree with, Acquiror that within three (3) Business Days none of the execution Company, the Parent, nor any of their Affiliates has incurred any obligation to any potential acquiror that would be violated by reason of the execution, delivery and consummation of this Agreement, the Company shall request each Person (other than the parties hereto and their respective representatives) that has prior to the date hereof executed a confidentiality agreement in connection with its consideration of acquiring the Company or any of its Subsidiaries (and with whom the Company has had contact in the 12 months prior to the date of this Agreement regarding the acquisition of the Company or any of its Subsidiaries) to return or destroy all confidential information furnished to such Person by or on behalf of it prior to the date hereof and terminate access to any physical or electronic data room maintained by or on behalf of the Company.

Acquisition Proposals. From The Company agrees that neither it nor IFC nor any of the date hereof until the Closing Date or, if earlier, the termination respective officers and directors of this Agreement in accordance with Article X, the Company and its Subsidiaries shall notor IFC shall, and that it shall direct and use its commercially reasonable best efforts to cause their its and IFC's employees, agents and representatives (including, without limitation, any investment banker, attorney or accountant retained by it or IFC) not to, directly or indirectly, initiate, solicit, encourage or otherwise facilitate any inquiries or the making of any proposal or offer (including, without limitation, any proposal or offer to stockholders of the Company) with respect to (a) a merger, reorganization, share exchange, consolidation or similar transaction involving, or (b) any purchase of all or substantially all of the assets of the Company or IFC or any purchase of Company or IFC equity securities which would result in the acquisition of beneficial ownership, as such term is defined in Rule 13d-3 under the Exchange Act, of more than 20% of any class of equity securities of the Company or IFC (any such proposal or offer being hereinafter referred to as an "Acquisition Proposal"). The Company further agrees that neither the Company nor IFC nor any of the respective officers and directors of the Company or IFC shall, and that it shall direct and use its commercially reasonable best efforts to cause its and IFC's employees, agents and representatives not to, directly or indirectly (i) initiate indirectly, engage in any negotiations with any Person with respect toconcerning, or provide any non-public confidential information or data concerning to, or have any discussions with, any Person relating to an Acquisition Proposal, or otherwise facilitate any effort or attempt to make or implement an Acquisition Proposal; provided, however, that nothing contained in this Agreement shall prevent the Company or the Company Board from (A) complying with its disclosure obligations under federal or state law; (B) providing information in response to a request therefor by a Person who has made an unsolicited bona fide written Acquisition Proposal if the Company Board receives from the Person so requesting such information an executed confidentiality agreement on terms substantially equivalent to those contained in the confidentiality agreement between Parent and the Company (such confidentiality agreement shall permit the disclosure of such information to Parent and CFSB); (C) engaging in any negotiations or discussions with any Person who has made an unsolicited bona fide written Acquisition Proposal or (D) recommending such an Acquisition Proposal to the shareholders of the Company, if and only to the extent that, in each such case referred to in clause (B), (C) or (D) above, (i) the Company Board determines in good faith (after consultation with outside legal counsel) that such actions are necessary for the proper discharge of its fiduciary duties under applicable law and the Company Board determines in good faith (after consultation with its financial advisor) that such Acquisition Proposal, if accepted, is reasonably likely to be consummated, taking into account all legal, financial and regulatory aspects of the proposal and the Person making the proposal and would, if consummated, result in a Superior Proposal, (ii) the Company promptly notifies Parent 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 the Company or any of its Subsidiaries to any Person relating torepresentatives indicating, an Acquisition Proposal or afford to any Person access to the business, properties, assets or personnel of the Company or any of its Subsidiaries in connection with an Acquisition Proposalsuch notice, (ii) enter into any acquisition agreementthe name of such Person and the material terms and conditions of such inquiries, merger agreement proposals 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, offers and (iii) grant any waiver, amendment or release under any confidentiality agreement or the anti-takeover laws of any state, or (iv) otherwise knowingly facilitate any such inquiries, proposals, discussions, or negotiations or any effort or attempt by any Person to make an Acquisition ProposalCompany Meeting has not occurred. The Company also shall keep Parent apprised of any related developments, discussions and negotiations (including the terms and conditions of such Acquisition Proposal) on a current basis. The Company agrees that it will immediately following the execution of this Agreement they shall, cease and shall cause their representatives acting on their behalf, to cease be terminated any solicitationsexisting activities, discussions or negotiations with any Person (other than the parties hereto and their respective representatives) conducted heretofore in connection with an Acquisition Proposal. The Company also agrees that within three (3) Business Days of the execution of this Agreement, the Company shall request each Person (other than the parties hereto and their respective representatives) that has prior to the date hereof with respect to any Acquisition Proposals. The Company will take the necessary steps to inform the appropriate individuals or entities referred to in the first sentence hereof of the obligations undertaken in this Section 6.06. The Company will promptly request each person (other than Parent or CFSB) that has executed a confidentiality agreement prior to the date hereof in connection with its consideration of acquiring a business combination with the Company or any of its Subsidiaries (and with whom the Company has had contact in the 12 months prior to the date of this Agreement regarding the acquisition of the Company or any of its Subsidiaries) IFC to return or destroy all confidential information previously furnished to such Person by or on behalf of it prior to the date hereof and terminate access to any physical or electronic data room maintained person by or on behalf of the CompanyCompany or IFC. If the Company Board has withheld, withdrawn or amended or modified in a manner adverse to the consummation of the Merger its recommendation of the Merger or recommended the approval of a Superior Proposal in accordance with Section 6.02(a) or Section 6.06, it may cause the Company to terminate this Agreement and enter into an agreement with respect to an Acquisition Proposal; provided, however, that this Agreement may not be terminated by the Company until the expiration of five business days following the Parent's receipt of written notice advising the Parent that the Company has received a Superior Proposal, specifying the material terms and conditions of such Superior Proposal (and including a copy thereof with all accompanying documentation, if in writing) identifying the person making the Superior Proposal and stating whether the Company intends to enter into a definitive agreement with respect to the Superior Proposal. After providing such notice, the Company shall provide a reasonable opportunity to the Parent during the five-day period to make such adjustments in the terms and conditions of this Agreement as would enable the Company to proceed with the Merger on such adjusted terms.

Acquisition Proposals. From the date hereof until the Closing Date or, if earlier, the termination of this Agreement in accordance with Article X, the Company and its Subsidiaries Seller shall not, and shall cause their representatives each Acquired Company and each of Seller’s and such Acquired Company’s respective directors, officers, employees, agents, consultants, advisors, or other representatives, including legal counsel, accountants and financial advisors (“Representatives”) not to, directly or indirectly (i) initiate indirectly, solicit, initiate, encourage, or otherwise facilitate, any negotiations with inquiries or the making of any Person with respect proposals or offers from, discuss or negotiate with, provide any information or data to, or provide consider the merits of any non-public information inquiries, proposals or data concerning offers from any third party (other than Purchaser) relating to any transaction involving the Company sale of the UCI Businesses (in whole or in part) or any of its Subsidiaries to merger, consolidation, business combination, or similar transaction involving any Person relating to, an Acquisition Proposal or afford to any Person access to the business, properties, assets or personnel of the Company Acquired Companies, or any of its Subsidiaries in connection with an Acquisition Proposal, (ii) enter into any acquisition agreement, merger agreement memorandum, letter of intent or similar definitive agreement, oral or any letter of intent, memorandum of written understanding or agreement in principle, or any other agreement relating with respect to an Acquisition Proposal, (iii) grant any waiver, amendment or release under any confidentiality agreement or the anti-takeover laws of any state, or (iv) otherwise knowingly facilitate any such inquiries, proposals, discussions, or negotiations or any effort or attempt by any Person to make an Acquisition Proposalforegoing. The Company also agrees that immediately following the execution of this Agreement they Seller shall, and shall cause their representatives acting on their behalfeach Acquired Company and each of Seller’s and such Acquired Company’s respective Representatives to, immediately, upon the execution of this Agreement, cease and cause to cease be terminated any solicitationsexisting activities, discussions or negotiations with any Person (other than the parties hereto and their respective representatives) conducted heretofore in connection with an Acquisition Proposal. The Company also agrees that within three (3) Business Days respect to any of the foregoing. Seller shall, and shall cause each of the Acquired Companies to, promptly notify Purchaser if any such inquiries, proposals or offers that are received by or any such information that is requested from or any such negotiations or discussions are sought to be initiated or continued with or about the Acquired Companies or the UCI Businesses, and shall promptly upon execution of this Agreement, the Company shall Agreement request each Person (other than that may have received any confidential information relating to the parties hereto and their respective representatives) UCI Businesses or that has prior to the date hereof heretofore executed a confidentiality agreement in connection with its consideration of acquiring the Company or any of its Subsidiaries (Acquired Companies and with whom the Company has had contact in the 12 months prior UCI Businesses to the date of this Agreement regarding the acquisition of the Company or any of its Subsidiaries) to promptly return or destroy (and certify such destruction for and on behalf of the Acquired Companies) all confidential information heretofore furnished to such Person by or on behalf of it prior to the date hereof and terminate access to any physical Acquired Companies or electronic data room maintained by or on behalf the UCI Businesses in accordance with the terms of the Companysuch confidentiality agreement (if applicable).

Acquisition Proposals. From (a) Except as expressly permitted by this Section 5.6, from and after the date hereof of this Agreement until the Closing Date or, if earlier, earlier of the Effective Time and the termination of this Agreement in accordance with Article XSection 7.1, (i) the Company shall, and shall cause its subsidiaries and their respective Representatives to (A) cease and cause to be terminated any existing discussion or negotiation with any Third Parties with respect to a Competing Proposal, and (B) request any such Third Party to promptly return or destroy all confidential information concerning the Company and its Subsidiaries subsidiaries; and (ii) the Company shall not, and shall cause not permit any of its subsidiaries or their representatives not respective Representatives to directly or indirectly, (A) solicit, initiate, knowingly encourage or knowingly facilitate (including by providing information or granting any waiver, amendment or release under any standstill or confidentiality agreement or Takeover Statutes or otherwise) any inquiry, discussion, offer or request that constitutes, or could reasonably be expected to lead to, directly a Competing Proposal, (B) engage, continue or indirectly participate in any discussions (iexcept to notify such Third Party of the existence of this Section 5.6) initiate any or negotiations with any Person with respect towith, or provide furnish any non-public information or data concerning relating to the Company or any of its Subsidiaries to any Person relating subsidiaries to, an Acquisition Proposal or afford to any Person access to the business, properties, assets books or personnel records of the Company or its subsidiaries to, any Third Party that would reasonably be expected to lead to a Competing Proposal or any Third Party that, to the knowledge of its Subsidiaries in connection with an Acquisition the Company, is seeking to make, or has made, a Competing Proposal, (iiC) approve, endorse, recommend or enter into any letter of intent, memorandum of understanding, agreement in principle, 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) grant any waiver, amendment or release under any confidentiality agreement or the anti-takeover laws of any state, or (iv) otherwise knowingly facilitate any such inquiries, proposals, discussions, or negotiations or any effort or attempt by any Person to make an Acquisition Proposal. The Company also agrees that immediately following the execution of this Agreement they shall, and shall cause their representatives acting on their behalf, to cease any solicitations, discussions or negotiations with any Person (other than the parties hereto and their respective representativesan Acceptable Confidentiality Agreement) conducted heretofore in connection with respect to any Competing Proposal (an “Alternative Acquisition Proposal. The Company also agrees that within three Agreement”) or (3D) Business Days resolve to propose, agree or publically announce an intention to do any of the execution of this Agreement, the Company shall request each Person (other than the parties hereto and their respective representatives) that has prior to the date hereof executed a confidentiality agreement in connection with its consideration of acquiring the Company or any of its Subsidiaries (and with whom the Company has had contact in the 12 months prior to the date of this Agreement regarding the acquisition of the Company or any of its Subsidiaries) to return or destroy all confidential information furnished to such Person by or on behalf of it prior to the date hereof and terminate access to any physical or electronic data room maintained by or on behalf of the Companyforegoing.

Acquisition Proposals. From (a) The Company and each of its Subsidiaries shall, and shall direct and use its commercially reasonable efforts to cause its officers, directors, employees, agents and other representatives to, immediately cease any discussions, negotiations or contacts with any Persons that may be ongoing with respect to an Acquisition Proposal (as hereinafter defined). With respect to any Person or Persons with whom the Company or any of its Subsidiaries has been discussing any Acquisition Proposal prior to the date hereof until the Closing Date or, if earlier, the termination of this Agreement in accordance with Article Xhereof, the Company and its Subsidiaries shall not, and shall cause their representatives not to, directly or indirectly (i) initiate any negotiations promptly following the execution of this Agreement request each such Person who has heretofore entered into a confidentiality agreement with any Person with respect to, or provide any non-public information or data concerning the Company or any of its Subsidiaries to any Person relating to, regarding an Acquisition Proposal to return to the Company all confidential information heretofore furnished to such Person or afford Persons by or on behalf of the Company or its Subsidiaries. Neither the Company nor any of its Subsidiaries shall, directly or indirectly, through any officer, director, employee, agent or otherwise, solicit, initiate or encourage the submission of any proposal or offer from any Person (as hereinafter defined) relating to any Person access to acquisition or purchase of all or (other than in the ordinary course of business) any portion of the assets of, propertiesor any equity interest in, assets or personnel of the Company or any of its Subsidiaries in connection with an Acquisition Proposalor any recapitalization, (ii) enter into any acquisition agreement, merger agreement business combination 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) grant any waiver, amendment or release under any confidentiality agreement or the anti-takeover laws of any state, or (iv) otherwise knowingly facilitate any such inquiries, proposals, discussions, or negotiations or any effort or attempt by any Person to make an Acquisition Proposal. The Company also agrees that immediately following the execution of this Agreement they shall, and shall cause their representatives acting on their behalf, to cease any solicitations, discussions or negotiations transaction with any Person (other than the parties hereto and their respective representatives) conducted heretofore in connection with an Acquisition Proposal. The Company also agrees that within three (3) Business Days of the execution of this Agreement, the Company shall request each Person (other than the parties hereto and their respective representatives) that has prior to the date hereof executed a confidentiality agreement in connection with its consideration of acquiring the Company or any of its Subsidiaries (and any communication with whom respect to the foregoing being an "ACQUISITION PROPOSAL") or participate in any negotiations regarding, or furnish to any other Person any information with respect to, or otherwise cooperate in any way with, or assist or participate in, facilitate or encourage any effort or attempt by any other Person to do or seek any of the foregoing; provided, however, that, at any time prior to the purchase of Shares by Acquisition Sub pursuant to the Offer, the Company has had contact may furnish information to, and negotiate or otherwise engage in the 12 months prior to discussions with, any party who delivers a written Acquisition Proposal which was not solicited or encouraged after the date of this Agreement regarding if the acquisition Board by majority vote determines in good faith (i) after consultation with and receipt of advice from its outside legal counsel, that failing to take such action may reasonably be determined to constitute a breach of the Company or any fiduciary duties of its Subsidiariesthe Board under applicable law, (ii) to return or destroy all confidential information furnished that commitments (financing and other) of substantially the same sufficiency and firmness as those then obtained by Purchaser have been obtained with respect to such Person by or on behalf Acquisition Proposal that the Board reasonably expects a transaction pursuant to such Acquisition Proposal could be consummated and (iv) that such Acquisition Proposal is not subject to any regulatory approvals that could reasonably be expected to prevent consummation. In connection with the Acquisition Proposal of it prior a party that satisfies the criteria set forth in the proviso to the date hereof preceding sentence, the Company will enter into a confidentiality agreement with such party, which confidentiality agreement shall have terms and terminate access conditions that will be no less favorable to any physical or electronic data room maintained the Company than the terms and provisions relating to confidentiality contained in that certain Letter of Intent dated November 10, 1999 by or on behalf of and between the CompanyCompany and Purchaser.

Acquisition Proposals. From the date hereof until the Closing Date or, if earlier, the termination of this Agreement in accordance with Article X, the The Company and its Subsidiaries shall will not, and will not permit or cause any of its Subsidiaries or any of the officers and directors of it or its Subsidiaries to, and shall cause their direct its and its Subsidiaries' employees, agents and representatives (including any investment banker, attorney or accountant retained by it or any of its Subsidiaries) not to, directly or indirectly (i) initiate indirectly, initiate, solicit, encourage or otherwise facilitate any negotiations with inquiries or the making of any Person proposal or offer with respect toto a merger, reorganization, share exchange, consolidation or similar transaction involving, or provide any non-public information purchase of 15% or data concerning more of the assets or any equity securities of, the Company or any of its Subsidiaries (any such proposal or offer being hereinafter referred to as an "Acquisition Proposal"). The Company will not, and will not permit or cause any Person relating to, an Acquisition Proposal of its Subsidiaries or afford to any Person access to the business, properties, assets or personnel of the Company officers and directors of it or its Subsidiaries to and shall direct its and its Subsidiaries' employees, agents and representatives (including any investment banker, attorney or accountant retained by it or any of its Subsidiaries Subsidiaries) not to, directly or indirectly, engage in connection with an Acquisition Proposal, (ii) enter into any acquisition agreement, merger agreement or similar definitive agreementnegotiations concerning, or provide any letter of intent, memorandum of understanding confidential information or agreement in principledata to, or have any other agreement discussions with, any Person relating to an Acquisition Proposal, (iii) grant any waiver, amendment whether made before or release under any confidentiality agreement or after the anti-takeover laws date of any statethis Agreement, or (iv) otherwise knowingly facilitate any such inquiries, proposals, discussions, or negotiations or any effort or attempt to make or implement an Acquisition Proposal (including, without limitation, by means of an amendment to the Rights Agreement); provided, however, that nothing contained in this Agreement shall prevent the Company or its Board of Directors from (i) complying with Rule 14e-2 promulgated under the Exchange Act with regard to an Acquisition Proposal or (ii) at any time after 120 days from the date hereof if the Merger shall not by such date have been approved by the Company Requisite Vote (A) providing information in response to a request therefor by a Person who has made an unsolicited bona fide written Acquisition Proposal if the Board of Directors receives from the Person so requesting such information an executed confidentiality agreement on terms substantially equivalent to those contained in the Confidentiality Agreement (as defined in Section 9.7); (B) engaging in any negotiations or discussions with any Person to make who has made an unsolicited bona fide written Acquisition Proposal; or (C) recommending such -37- 44 an Acquisition Proposal to the stockholders of the Company, if and only to the extent that, (i) in each such case referred to in clause (A), (B) or (C) above, the Board of Directors of the Company determines in good faith after consultation with outside legal counsel that such action is necessary in order for its directors to comply with their respective fiduciary duties under applicable law and (ii) in each case referred to in clause (B) or (C) above, the Board of Directors of the Company determines in good faith (after consultation with its financial advisor) that such Acquisition Proposal, if accepted, is reasonably likely to be consummated, taking into account all legal, financial and regulatory aspects of the proposal and the Person making the proposal and would, if consummated, result in a more favorable transaction than the transaction contemplated by this Agreement, taking into account the long-term prospects and interests of the Company and its stockholders (any such more favorable Acquisition Proposal being referred to in this Agreement as a "Superior Proposal"). The Company also agrees that will immediately following the execution of this Agreement they shall, cease and shall cause their representatives acting on their behalf, to cease be terminated any solicitationsexisting activities, discussions or negotiations with any Person (other than the parties hereto and their respective representatives) conducted heretofore with respect to any of the foregoing. 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 the obligations undertaken in this Section 6.2 and in the Confidentiality Agreement (as defined in Section 9.7). The Company will notify Parent immediately if any such inquiries, proposals or offers are received by, any such information is requested from, or any such discussions or negotiations are sought to be initiated or continued with, any of its representatives indicating, in connection with an Acquisition Proposalsuch notice, the name of such Person and the material terms and conditions of any proposals or offers and thereafter shall keep Parent informed, on a current basis, on the status and terms of any such proposals or offers and the status of any such negotiations or discussions. The Company also agrees that within three (3) Business Days of the execution of this Agreement, the Company shall will promptly request each Person (other than the parties hereto and their respective representatives) that has prior to the date hereof heretofore executed a confidentiality agreement in connection with its consideration of acquiring the Company or any of its Subsidiaries (and with whom the Company has had contact in the 12 months prior to the date of this Agreement regarding the acquisition of the Company or any of its Subsidiaries) an Acquisition Proposal to return or destroy all confidential information heretofore furnished to such Person by or on behalf of it prior to the date hereof and terminate access to or any physical or electronic data room maintained by or on behalf of the Companyits Subsidiaries.

Acquisition Proposals. From the date hereof until the Closing Date or, if earlier, the termination of this Agreement in accordance with Article X, the Company and its Subsidiaries shall not, and shall cause their representatives not to, directly or indirectly (i) initiate any negotiations with any Person with respect to, or provide any non-public information or data concerning the Company or any of its Subsidiaries to any Person relating to, an Acquisition Proposal or afford to any Person access to the business, properties, assets or personnel of the Company or any of its Subsidiaries in connection with 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) grant any waiver, amendment or release under any confidentiality agreement or the anti-takeover laws of any state, or (iv) otherwise knowingly facilitate any such inquiries, proposals, discussions, or negotiations or any effort or attempt by any Person to make an Acquisition Proposal. The Company also agrees that immediately following the execution of this Agreement they shall, and shall cause their representatives acting on their behalf, to cease any solicitations, discussions or negotiations with any Person (other than the parties hereto and their respective representatives) conducted heretofore in connection with an Acquisition Proposal. The Company also agrees that within three (3) Business Days of the execution of this Agreement, the Company shall request each Person (other than the parties hereto and their respective representatives) that has prior to the date hereof executed a confidentiality agreement in connection with its consideration of acquiring the Company or any of its Subsidiaries (and with whom the Company has had contact in the 12 months prior to the date of this Agreement regarding the acquisition of the Company or any of its Subsidiaries) to return or destroy all confidential information furnished to such Person by or on behalf of it prior to the date hereof and terminate access to any physical or electronic data room maintained by or on behalf of the Company.

Acquisition Proposals. From the date hereof until the Closing Date or, if earlier, the termination (a) Company agrees that it shall not nor shall any of this Agreement in accordance with Article X, the Company and its Subsidiaries shall not, and shall cause their representatives not to, directly or indirectly (i) initiate any negotiations with any Person with respect to, or provide any non-public information or data concerning the Company Affiliates or any of its Subsidiaries to or its Affiliates' officers, directors, employees, agents and representatives (including any Person relating toinvestment banker, an Acquisition Proposal attorney or afford to any Person access to the business, properties, assets or personnel of the Company accountant retained by it or any of its Subsidiaries in connection Affiliates), directly or indirectly, initiate, solicit, induce, encourage or knowingly facilitate (including by way of furnishing information) any inquiries or the making of any proposal or offer with an Acquisition Proposalrespect to a merger, (ii) enter into any acquisition agreementreorganization, merger agreement share exchange, consolidation, business combination, recapitalization, liquidation, dissolution or similar definitive agreementtransaction involving, or any letter purchase or sale of intent, memorandum of understanding or agreement in principle, all or any significant portion of the assets of Company or more than 5% of the Company Common Stock or the capital stock or other agreement equity interests of any of its Affiliates (other than any repurchases of limited partnership interests of Affiliates as may be required under any settlement of the Xxxx Action) or the assets any of its Subsidiaries (any such proposal or offer (other than a proposal or offer made by Buyer) being hereinafter referred to as an "ACQUISITION PROPOSAL"). Company further agrees that neither it nor any of its Affiliates nor any of its or its Affiliates' officers, directors, employees, agents and representatives (including any investment banker, attorney or accountant retained by it or any of its Affiliates) shall, directly or indirectly, have any discussion with or provide any confidential information or data to any Person relating to an Acquisition Proposal, (iii) grant or engage in any waiver, amendment or release under any confidentiality agreement or the anti-takeover laws of any statenegotiations concerning an Acquisition Proposal, or (iv) otherwise knowingly facilitate any such inquiries, proposals, discussions, or negotiations or any effort or attempt by any Person to make or implement an Acquisition Proposal or accept an Acquisition Proposal. The Notwithstanding the foregoing, (A) in the event that any of Company's Affiliates (excluding its Subsidiaries) shall be requested to provide information to any of such Affiliate's partners or members (or any assignee of any of such partners or members) who requests such information in accordance with the provisions of such Affiliate's governing documents or as provided by Law, such Affiliate shall be permitted to provide to such Person the information requested if and only to the extent that (i) such Affiliate, after consultation with and receipt of advice from Company's outside legal counsel, shall have made a good faith determination that the requested information is required to be so provided by Law or by such Affiliate's governing documents, (ii) prior to providing any such information, Company also notifies Buyer of such request, and (iii) neither Company nor any of its Affiliates takes any other actions prohibited by this Section 8.8(a), and (B) Company and its Board of Directors shall be permitted (1) to comply with Rule 14e-2 promulgated under the Exchange Act with regard to an Acquisition Proposal, and (2) in response to an unsolicited bona fide written Acquisition Proposal by any Person, to engage in any discussions or negotiations with, or provide any information to, any Person in response to an unsolicited bona fide written Acquisition Proposal by any such Person, if and only to the extent that (i) neither the Offer Completion Date nor the Special Meeting shall have occurred, (ii) Company's Board of Directors, upon the advice of Company's financial advisors and outside legal counsel, concludes in good faith that such Acquisition Proposal could reasonably be expected to result in a Superior Proposal and, after consultation with and receipt of advice from Company's outside legal counsel, that the failure to take such action could reasonably be deemed to constitute a breach of its fiduciary duties under applicable Law, (iii) prior to providing any information or data to any Person in connection with an Acquisition Proposal by any such Person, Company's Board of Directors receives from such Person an executed confidentiality agreement on terms substantially similar to those contained in the Confidentiality Agreement (including the standstill provisions contained therein, unless Company shall have amended the Confidentiality Agreement to modify any standstill provisions therein to be no more restrictive of Buyer than such Person is restricted pursuant to such confidentiality agreement), (iv) prior to providing any information or data to any Person or entering into discussions or negotiations with any Person, Company's Board of Directors notifies Buyer immediately upon receipt thereof of such inquiries, proposals or offers received by, any such information requested from, or any such discussions or negotiations sought to be initiated or continued with, any of its representatives indicating, in connection with such notice, the name of such Person and the material terms and conditions of any proposals or offers, and (v) Company's Board of Directors uses its good faith efforts to minimize the costs and expenses to Company associated with any such actions, so long as such cost-minimization efforts would not prevent Company from carrying out its fiduciary duties under applicable Law. Company agrees that it will keep Buyer informed, on a current basis, of the status and terms of any Acquisition Proposals and the status of any such discussions or negotiations. Company agrees that it will immediately following the execution of this Agreement they shall, cease and shall cause their representatives acting on their behalf, to cease be terminated any solicitationsexisting activities, discussions or negotiations with any Person (other than Persons conducted heretofore with respect to any Acquisition Proposal and enforce the parties hereto right to recover or cause to be destroyed all information regarding Company or its Affiliates in the possession of such Persons and their respective representatives) conducted heretofore in connection with an Acquisition ProposalAffiliates, representatives and advisors. The Company also agrees that within three (3it will take the necessary steps to promptly inform the individuals or entities referred to in the first sentence of this Section 8.8(a) Business Days of the execution obligations undertaken in this Section 8.8(a) and that any breach of the provisions of this Agreement, the Company shall request each Person (other than the parties hereto and their respective representativesSection 8.8(a) that has prior to the date hereof executed a confidentiality agreement in connection with its consideration by any officer or director of acquiring the Company or its Affiliates or any investment banker, financial advisor, attorney, accountant or other representative of its Subsidiaries (and with whom the Company has had contact in the 12 months prior to the date of this Agreement regarding the acquisition of the Company or any of its Subsidiaries) to return or destroy all confidential information furnished to such Person Affiliates will be deemed a breach by or on behalf of it prior to the date hereof and terminate access to any physical or electronic data room maintained by or on behalf of the Company.

Acquisition Proposals. From the date hereof Original Agreement Date until the Closing Date or, if earlier, the termination of this Agreement in accordance with Article X, the Company and its Subsidiaries Murano Parties shall not, and the Murano Parties shall instruct and use reasonable best efforts to cause their representatives acting on their behalf not to, directly or indirectly to (i) initiate any negotiations with any Person with respect to, or provide any non-public information or data concerning the Company or any of its Subsidiaries Group Companies to any Person relating to, an Acquisition Proposal or afford to any Person access to the business, properties, assets or personnel of the Company or any of its Subsidiaries Group Companies in connection with 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) grant any waiver, amendment or release under any confidentiality agreement or the anti-takeover laws of any state, in each case, in connection with an Acquisition Proposal, or (iv) otherwise knowingly facilitate any such inquiries, proposals, discussions, or negotiations or any effort or attempt by any Person to make an Acquisition Proposal. The Company also agrees that immediately following From and after the execution of this Original Agreement they Date, the Murano Parties shall, and the Murano Parties shall instruct and use reasonable best efforts to cause their representatives acting on their behalfbehalf to, to immediately cease any solicitations, and terminate all discussions or and negotiations with any Person Persons that may be ongoing with respect to an Acquisition Proposal (other than HCM and its representatives). Notwithstanding anything to the parties hereto and their respective representatives) conducted heretofore contrary in connection with an Acquisition Proposal. The Company also agrees that within three (3) Business Days of the execution of this Agreement, the Company shall request each Person (other than the parties hereto Murano Parties and their respective representatives) that has prior representatives shall not be restricted pursuant to the date hereof executed a confidentiality agreement in connection foregoing sentences with its consideration of acquiring the Company or respect to any of its Subsidiaries (and with whom the Company has had contact in the 12 months prior to the date of actions explicitly contemplated by this Agreement regarding or the acquisition of the Company or any of its Subsidiaries) to return or destroy all confidential information furnished to such Person by or on behalf of it prior to the date hereof and terminate access to any physical or electronic data room maintained by or on behalf of the CompanyAncillary Agreements.

Acquisition Proposals. From the date hereof until the Closing Date or, if earlier, the termination of this Agreement in accordance with Article X(a) Subject to Section 4.3(b), the Company and its Subsidiaries shall not, shall cause its Subsidiaries not to, and shall cause direct its and their representatives respective Representatives not to, directly or indirectly (i) initiate initiate, solicit, encourage or facilitate the making, submission or announcement of, any negotiations inquiries, proposals or offers relating to or in connection with any Person with respect to, or provide any non-public information or data concerning the Company or any of its Subsidiaries to any Person relating to, an a potential Acquisition Proposal or afford the making of any offer or proposal that constitutes or could reasonably be expected to lead to any Person access to the business, properties, assets or personnel of the Company or any of its Subsidiaries in connection with an Acquisition Proposal, (ii) enter into into, continue or otherwise engage or participate in any acquisition agreement, merger agreement discussions or similar definitive agreementnegotiations regarding, or furnish any letter of intent, memorandum of understanding or agreement in principlePerson non-public information with respect to, or otherwise cooperate in any other agreement relating to manner with, an Acquisition Proposal, or (iii) grant resolve, propose or agree to do any waiver, amendment or release under any confidentiality agreement or of the anti-takeover laws of any state, actions described in clause (i) or (ivii) otherwise knowingly facilitate any such inquiries, proposals, discussions, or negotiations or any effort or attempt by any Person to make an Acquisition Proposalof this sentence. The Company also agrees that immediately following the execution of this Agreement they shall, and shall direct its Representatives to, immediately cease and cause their representatives acting on their behalfto be terminated any solicitation, to cease any solicitationsencouragement, discussions discussion or negotiations negotiation with any Person (other than the parties hereto and their respective representatives) Persons conducted heretofore in connection with an Acquisition Proposal. The Company also agrees that within three (3) Business Days of the execution of this Agreement, the Company shall request each Person (other than the parties hereto and their respective representatives) that has prior to the date hereof executed a confidentiality agreement in connection with its consideration of acquiring by the Company or any of its Subsidiaries (Representatives with respect to any Acquisition Proposal. The Company shall not release any third party from, or waive any provision of, any confidentiality or standstill agreement to which it is a party in each case unless the Special Committee and with whom the Company has had contact Board, after consultation with its outside counsel, determines in good faith that the 12 months failure to do so would violate its fiduciary duties to the shareholders of the Company under applicable Law. The Company shall request the prompt return of any confidential information provided to any third party prior to the date hereof in connection with a possible Acquisition Proposal. Without limiting the foregoing, it is agreed that any action by the Company’s Representatives, Subsidiaries of the Company or Representatives of Subsidiaries of the Company that would constitute a violation of the restrictions set forth in this Agreement regarding Section 4.3 if done by the acquisition Company, whether or not such Person is purporting to act on behalf of the Company or any of its Subsidiaries) to return or destroy all confidential information furnished to such Person , shall constitute a breach of this Section 4.3 by or on behalf of it prior to the date hereof Company. The Company shall promptly inform its and terminate access to any physical or electronic data room maintained by or on behalf its Subsidiaries’ respective Representatives of the Company.obligations undertaken in this Section 4.3

Acquisition Proposals. From the date hereof until the Closing Date (or, if earlier, the termination of this Agreement in accordance with Article Xthe terms hereof), the Company and its Subsidiaries Sellers shall not, and nor shall cause their representatives not to, directly or indirectly (i) initiate any negotiations with any Person with respect to, or provide any non-public information or data concerning of them permit the Company or any of its Subsidiaries to, nor shall any of them authorize or permit any director, officer, employee, agent, consultant, advisor, Related Person or other representative, including legal counsel, accountants and financial advisors, of the Sellers, the Company or any of their respective Subsidiaries or Related Persons (collectively, "REPRESENTATIVES") to, (i) directly or indirectly, solicit, initiate, encourage, or otherwise facilitate, any inquiries or the making of any proposals or offers from, discuss or negotiate with, provide any confidential information or data to, or consider the merits of any unsolicited inquiries, proposals or offers from, any Person (other than Purchaser) relating to any Person relating to, an Acquisition Proposal or afford to any Person access to transaction involving the business, properties, assets or personnel sale of the Company or any of its Subsidiaries in connection with an Acquisition Proposal, (ii) enter into any acquisition agreement, merger agreement or similar definitive agreementtheir respective assets or securities, or any letter of intent, memorandum of understanding or agreement in principle, or any other agreement relating to an Acquisition Proposal, (iii) grant any waiver, amendment or release under any confidentiality agreement or the anti-takeover laws of any state, or (iv) otherwise knowingly facilitate any such inquiries, proposals, discussions, or negotiations or any effort or attempt by any Person to make an Acquisition Proposal. The Company also agrees that immediately following the execution of this Agreement they shall, and shall cause their representatives acting on their behalf, to cease any solicitations, discussions or negotiations with any Person (other than the parties hereto and their respective representatives) conducted heretofore in connection with an Acquisition Proposal. The Company also agrees that within three (3) Business Days of the execution shares of this Agreement, the Company shall request each Person (other than the parties hereto and their respective representatives) that has prior to the date hereof executed a confidentiality agreement in connection with its consideration of acquiring the Company or any of its Subsidiaries (and with whom the Company has had contact in the 12 months prior to the date of this Agreement regarding the acquisition capital stock of the Company or any of its Subsidiaries, or any merger, consolidation, business combination or similar transaction involving the Company or any of its Subsidiaries, or any other transaction the consummation of which would or could reasonably be expected to impede, interfere with, prevent or materially delay or materially dilute the benefits to Purchaser of this Agreement and the transactions contemplated hereby (any such inquiry, proposal or offer being hereinafter referred to as an "ACQUISITION PROPOSAL") or (ii) enter into any letter of intent, agreement-in-principle, memorandum of understanding, heads of agreement, term sheet, agreement, contract, commitment, plan or arrangement with respect to return any Acquisition Proposal. Sellers shall, and shall cause the Company and each of its Subsidiaries and each of their respective Representatives to, immediately cease and cause to be terminated any existing activities, discussions or destroy all confidential information furnished negotiations by Sellers, the Company or its Subsidiaries or any of their respective Representatives with any parties conducted heretofore with respect to such Person by or on behalf any of it prior to the foregoing. From the date hereof until the Closing Date, each Seller and terminate access the Company shall (i) maintain records of all communications and attempted communications, to any physical or electronic data room maintained by or on behalf of the Company.extent known

Acquisition Proposals. From the date hereof until the Closing Date or, if earlier, the termination of this Agreement in accordance with Article X, the Company and its Subsidiaries shall not, and shall cause their representatives not to, directly Any offer or indirectly (i) initiate any negotiations with proposal by any Person with respect toor group concerning any tender or exchange offer, proposal for a merger, share exchange, recapitalization, consolidation or provide any non-public information or data concerning other business combination involving the Company or any of its Subsidiaries subsidiaries or divisions of any of the foregoing, or any proposal or offer to acquire in any manner, directly or indirectly, a significant equity interest in, or a substantial portion of the assets of, the Company or any of its subsidiaries, other than pursuant to the transactions contemplated by this Agreement, is hereby defined as an "ACQUISITION PROPOSAL". The Company shall not, and shall not permit any of its subsidiaries' to, permit any of their respective officers, directors, affiliates, representatives or agents to, directly or indirectly, (a) take any action to solicit, initiate or encourage any Acquisition Proposal, or (b) participate in any discussions or negotiations with or encourage any effort or attempt by any other Person or take any other action to facilitate an Acquisition Proposal. From and after the date hereof, the Company and its subsidiaries and all officers, directors, employees of, and all investment bankers, attorneys and other advisors and representatives of, the Company and its subsidiaries shall cease doing any of the foregoing. Notwithstanding the foregoing, the Company or any such Persons may, directly or indirectly, subject to a confidentiality agreement containing customary terms, furnish to any Person relating to, party information and access in response to a request for information or access made incident to an Acquisition Proposal made after the date hereof and may participate in discussions and negotiate with such party concerning any written Acquisition Proposal made after the date hereof, not recommend shareholder approval of the Holding Company Merger and terminate this Agreement (provided that neither the Company nor any such Person, after the date hereof, solicited, initiated or afford to encouraged such Acquisition Proposal), if the board of directors of the Company or any such Person access shall have determined based upon the written advice of outside counsel reasonably acceptable to the businessBuyer (which shall in any event include Brooxx Xxxxxx XxXexxxx Xxxxxxxx & Xeonxxx, propertiesX.L.P.) that failing to take such action would violate the directors' fiduciary duties under applicable law. Unless this Agreement has been terminated, assets the board of directors of the Company shall notify the Buyer immediately if any Acquisition Proposal is made and shall in such notice indicate in reasonable detail the identity of the offeror and the terms and conditions of such Acquisition Proposal and shall keep the Buyer promptly advised of all Material developments that could culminate in the board of directors withdrawing, modifying or personnel amending its recommendation of the Merger and the other transactions contemplated by this Agreement. Unless this Agreement has been terminated, neither the Company nor any of its subsidiaries shall waive or modify any provisions contained in any confidentiality agreement entered into relating to a possible acquisition (whether by merger, stock purchase, asset purchase or otherwise) or recapitalization of the Company or any of its Subsidiaries in connection with 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) grant any waiver, amendment or release under any confidentiality agreement or the anti-takeover laws of any state, or (iv) otherwise knowingly facilitate any such inquiries, proposals, discussions, or negotiations or any effort or attempt by any Person to make an Acquisition Proposal. The Company also agrees that immediately following the execution of this Agreement they shall, and shall cause their representatives acting on their behalf, to cease any solicitations, discussions or negotiations with any Person (other than the parties hereto and their respective representatives) conducted heretofore in connection with an Acquisition Proposal. The Company also agrees that within three (3) Business Days of the execution of this Agreement, the Company shall request each Person (other than the parties hereto and their respective representatives) that has prior to the date hereof executed a confidentiality agreement in connection with its consideration of acquiring the Company or any of its Subsidiaries (and with whom the Company has had contact in the 12 months prior to the date of this Agreement regarding the acquisition of the Company or any of its Subsidiaries) to return or destroy all confidential information furnished to such Person by or on behalf of it prior to the date hereof and terminate access to any physical or electronic data room maintained by or on behalf of the Companysubsidiaries.

Acquisition Proposals. From (a) Except as permitted by this Section ‎5.2, the Company shall not, and shall cause each of its Subsidiaries and their respective officers, directors and employees, and shall use reasonable best efforts to cause each of its consultants, agents, financial advisors, investment bankers, attorneys, accountants and other representatives (collectively, “Representatives”) not to, from the date hereof until the Closing Date or, if earlier, Effective Time or the earlier termination of this Agreement in accordance with Article X‎VIII, the Company and its Subsidiaries shall not, and shall cause their representatives not to, directly or indirectly (i) directly or indirectly, solicit, initiate or knowingly facilitate or encourage (including by way of furnishing non-public information) the making of any proposal or offer that NAI-1507512591v13 constitutes, or would reasonably be expected to lead to, a Company Takeover Proposal, (ii) engage in or otherwise participate in any discussions or negotiations with regarding, or furnish to any Person with respect to, (other than Parent or provide Merger Sub or their respective Representatives) any non-public information in connection with or data concerning for the purpose of encouraging or facilitating, a Company Takeover Proposal or (iii) enter into any letter of intent, agreement in principle, merger agreement, acquisition agreement or other similar agreement with respect to a Company Takeover Proposal (other than an Acceptable Confidentiality Agreement as permitted by Section ‎5.2(b)) (each, a “Company Acquisition Agreement”). Upon execution of this Agreement, the Company shall, and shall cause its Subsidiaries and its and their respective Representatives to, (A) immediately cease and cause to be terminated all discussions or negotiations with any Person conducted prior to the date of this Agreement with respect to a Company Takeover Proposal or any inquiry or proposal that would reasonably be expected to result in or lead to a Company Takeover Proposal, (B) promptly request each Person, if any, that has executed a confidentiality agreement in respect of a Company Takeover Proposal to return or destroy all information heretofore furnished to such Person or its Subsidiaries to any Person relating to, an Acquisition Proposal Representatives by or afford to any Person access to the business, properties, assets or personnel on behalf of the Company or any of its Subsidiaries in connection with an Acquisition Proposal, and (iiC) 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 promptly terminate all physical and electronic data room access previously granted to an Acquisition Proposal, (iii) grant any waiver, amendment or release under any confidentiality agreement or the anti-takeover laws of any state, or (iv) otherwise knowingly facilitate any such inquiries, proposals, discussions, Person or negotiations or any effort or attempt by any Person to make an Acquisition Proposalits Representatives. The Company also agrees that immediately following From the execution date of this Agreement they shall, and shall cause their representatives acting on their behalf, to cease any solicitations, discussions or negotiations with any Person (other than until the parties hereto and their respective representatives) conducted heretofore in connection with an Acquisition Proposal. The Company also agrees that within three (3) Business Days of the execution of this AgreementEffective Time, the Company shall request each Person (other than the parties hereto and their respective representatives) that has prior not terminate, amend, modify or waive any provision of any “standstill” or similar agreement to the date hereof executed a confidentiality agreement in connection with its consideration of acquiring which the Company or any of its Subsidiaries (is a party and with whom shall enforce the provisions of any such agreement; provided that the Company has had contact in the 12 months prior shall be permitted to fail to enforce any provision of any “standstill” or similar obligation of any Person to permit such Person to make a Company Takeover Proposal confidentially to the date of this Agreement regarding the acquisition of Company Board if the Company Board or any of duly constituted and authorized committee thereof determines in good faith, after consultation with its Subsidiaries) financial advisor and outside legal counsel, that failure to return or destroy all confidential information furnished to take such Person by or on behalf of it prior to action would be inconsistent with the date hereof and terminate access to any physical or electronic data room maintained by or on behalf of the Companydirectors’ fiduciary duties under applicable Law.

Acquisition Proposals. From the date hereof until the Closing Date or(a) Subject to Section 7.4(b), if earlier, the termination of this Agreement in accordance with Article X, the Company and its Subsidiaries shall not, and shall cause their representatives not to, directly or indirectly (i) initiate any negotiations with any Person with respect to, or provide any non-public information or data concerning the Company or any of its Subsidiaries to any Person relating to, an Acquisition Proposal or afford to any Person access to the business, properties, assets or personnel none of the Company or any of its Subsidiaries in connection with an shall (whether directly or indirectly through Affiliates, directors, officers, employees, representatives, advisors or other intermediaries), nor shall (directly or indirectly) the Company authorize or permit any of its or their controlled Affiliates, officers, directors, representatives, advisors or other intermediaries or Subsidiaries to: (i) solicit, initiate or knowingly encourage the submission of inquiries, proposals or offers from any Person (other than Parent) relating to any Company Acquisition Proposal, or agree to or endorse any Company Acquisition Proposal; (ii) enter into any acquisition agreement, merger agreement or similar definitive agreement, or to (x) consummate any letter of intent, memorandum of understanding or agreement in principle, or any other agreement relating to an Company Acquisition Proposal, (y) approve or endorse any Company Acquisition Proposal or (z) in connection with any Company Acquisition Proposal, require it to abandon, terminate or fail to consummate the Amalgamation; (iii) grant enter into or participate in any waiverdiscussions or negotiations in connection with any Company Acquisition Proposal or inquiry with respect to any Company Acquisition Proposal, amendment or release under furnish to any confidentiality agreement Person any non-public information with respect to its business, properties or the anti-takeover laws of assets in connection with any state, Company Acquisition Proposal; or (iv) otherwise knowingly facilitate any such inquiries, proposals, discussionsagree to resolve to take, or negotiations take, any of the actions prohibited by clause (i), (ii) or any effort or attempt by any Person to make an Acquisition Proposal(iii) of this sentence. The Company also agrees that shall immediately following the execution of this Agreement they shallcease, and shall cause their representatives acting on their behalfits representatives, advisors and other intermediaries to cease immediately cease, any solicitationsand all existing activities, discussions or negotiations with any Person (other than the parties hereto and their respective representatives) conducted heretofore in connection with an Acquisition Proposalrespect to any of the foregoing. The Company also agrees that within three (3) Business Days shall promptly inform its representatives and advisors of the execution Company’s obligations under this Section 7.4. Any violation of this Agreement, the Company shall request each Person (other than the parties hereto and their respective representatives) that has prior to the date hereof executed a confidentiality agreement in connection with its consideration of acquiring the Company or Section 7.4 by any of its Subsidiaries (and with whom the Company has had contact in the 12 months prior to the date of this Agreement regarding the acquisition representative of the Company or its Subsidiaries shall be deemed to be a breach of this Section 7.4 by the Company. For purposes of this Section 7.4, the term “Person” means any person, corporation, entity or “group,” as defined in Section 13(d) of its Subsidiaries) to return or destroy all confidential information furnished to such Person by or on behalf of it prior the Exchange Act, other than, with respect to the date hereof and terminate access Company, Parent or any Subsidiaries of Parent and, with respect to any physical or electronic data room maintained by or on behalf of Parent, the Company.

Acquisition Proposals. From the date hereof until the Closing Date or, if earlier, the termination of this Agreement in accordance with Article X, the Company and its Subsidiaries shall not, and the Company shall instruct and use its reasonable best efforts to cause their its representatives acting on its behalf, not toto (a) solicit, directly initiate, enter into or indirectly (i) initiate continue any negotiations with with, or encourage or respond to any inquiries or proposals by, any Person with respect to, or provide any non-public information or data concerning the Company or any of its the Company’s Subsidiaries to any Person relating to, an Acquisition Proposal a Competing Transaction (other than to make such third party aware of the provisions of this Section 6.5) or afford to any Person access to the business, properties, assets or personnel of the Company or any of its the Company’s Subsidiaries in connection with an Acquisition Proposala Competing Transaction, (iib) enter into any acquisition agreement, business combination 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 Proposala Competing Transaction, (iiic) grant any waiver, amendment or release under any confidentiality agreement, standstill agreement or the anti-takeover laws of any state, or (ivd) otherwise knowingly facilitate any such inquiries, proposals, discussions, or negotiations or any effort or attempt by any Person to make an Acquisition Proposala Competing Transaction. The In addition, the Company also agrees that immediately following the execution of this Agreement they shall, and shall cause its Subsidiaries and the Xxxxxxx Xxxxxx to, and shall cause their respective representatives acting on their behalfto, to immediately cease any solicitations, and all existing discussions or negotiations with any Person with respect to any Competing Transaction, except that, if there is a significant likelihood (other than in the parties hereto good faith determination of the Company) that the Merger will not be consummated, notwithstanding the Company’s compliance in all material respects with its obligations hereunder, the Company and their respective representatives) conducted heretofore its representatives may engage in discussions with its representatives and Investor and its representatives in connection with an Acquisition Proposal. The Company also agrees that within three (3) Business Days planning for the potential implementation of the execution Pre-Closing Steps (as defined in the Framework Agreement), provided that (x) neither the Company nor Investor may actively pursue the Alternative Transaction and (y) none of this Agreementthe Company, Investor or any of their respective representatives may engage in discussions with respect to the financing of the Alternative Transaction with any financial advisor or potential financing source. Without limiting the foregoing, the Company shall request each Person (other than the parties hereto and their respective representativesi) that has prior to the date hereof executed a confidentiality agreement in connection with its consideration of acquiring the Company or any of its Subsidiaries promptly (and in any event within twenty-four (24) hours) notify Acquiror orally and in writing of the receipt of any offer or proposal with whom respect to a Competing Transaction, which notice shall include a copy of such offer or proposal (or, where such offer or proposal is not submitted by such Person in writing, a reasonably detailed written description of the Company has had contact material terms and conditions of such offer or proposal), and (ii) keep Acquiror promptly informed (and in any event within twenty-four (24) hours) in all material respects of any material communications relating to material changes to, such proposal or offer (including any change in the 12 months prior to the date of this Agreement regarding the acquisition of the Company price or any of its Subsidiaries) to return or destroy all confidential information furnished to such Person by or on behalf of it prior to the date hereof and terminate access to any physical or electronic data room maintained by or on behalf of the Companyother material terms thereof).

Acquisition Proposals. From the date hereof until the Closing Date or, if earlier, the termination of this Agreement in accordance with Article XIX, the Company Grosvenor Holders and its their Subsidiaries shall not, and the Grosvenor Holders shall instruct and use their respective reasonable efforts to cause their respective representatives not to, directly or indirectly to (i) initiate any negotiations with any Person with respect to, or provide any non-public information or data concerning the any Grosvenor Company or any of its the Grosvenor Companies’ Subsidiaries to any Person relating to, an Acquisition Proposal or afford to any Person access to the business, properties, assets or personnel of the any Grosvenor Company or any of its the Grosvenor Companies’ Subsidiaries in connection with 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) grant any waiver, amendment or release under any confidentiality agreement or the anti-takeover laws Laws of any state, or (iv) otherwise knowingly facilitate any such inquiries, proposals, discussions, or negotiations or any effort or attempt by any Person to make an Acquisition Proposal. The Company also agrees that immediately following Notwithstanding anything to the execution of this Agreement they shall, and shall cause their representatives acting on their behalf, to cease any solicitations, discussions or negotiations with any Person (other than the parties hereto and their respective representatives) conducted heretofore contrary in connection with an Acquisition Proposal. The Company also agrees that within three (3) Business Days of the execution of this Agreement, the Company shall request each Person (other than Grosvenor Holders, the parties hereto Grosvenor Companies and their Subsidiaries and their respective representatives) that has prior representatives shall not be restricted pursuant to the date hereof executed a confidentiality agreement foregoing sentence with respect to any actions taken in connection with its consideration (1) the Pre-Closing Restructuring and (2) the arrangement of acquiring financing in order to facilitate the Company or any of its Subsidiaries (and with whom the Company has had contact in the 12 months prior to the date of this Agreement regarding the acquisition consummation of the Company Transactions or any of its Subsidiaries) to return or destroy all confidential information furnished to such Person by or on behalf of it prior to for the date hereof and terminate access to any physical or electronic data room maintained by or on behalf financing of the CompanyAcquiror following the Closing.

Acquisition Proposals. From The Company may, directly or indirectly, furnish information and access, in each case in response to unsolicited requests therefor received after the date hereof until of this Agreement, with appropriate assurances of confidentiality, to any corporation, partnership, person or other entity or group, and, in response to unsolicited requests, may participate in discussions and negotiate with any corporation, partnership, person or other entity or group concerning a proposal for any merger, sale of any material assets of the Closing Date orCompany, sale of shares of voting capital stock of the Company having over 15 percent of the aggregate voting power of all the Company's capital stock or other transaction involving the transfer of effective control of the Company or any division thereof ("Acquisition Proposal"), if earlierthe Company's Board of Directors, after consultation with its outside counsel and its financial advisor, and such other advisors as it deems appropriate, determines in its good faith judgment that its fiduciary duties require such action. In addition, in the termination event of this Agreement in accordance with Article Xsuch determination by the Company's Board of Directors, the Company may direct its officers and other appropriate personnel to cooperate with and be reasonably available to consult with any such corporation, partnership, person or other entity or group. Except as set forth above, neither the Company, or any of its Subsidiaries shall notSubsidiaries, and shall cause nor any of its or their respective officers, directors, employees, representatives not toor agents, shall, directly or indirectly (i) indirectly, encourage, solicit, participate in or initiate any discussions or negotiations with any Person with respect towith, or provide any non-public information to, any corporation, partnership, person or data concerning other entity or group (other than the Company Purchaser, any affiliate or associate of the Purchaser or any designees of its Subsidiaries the Purchaser) concerning any Acquisition Proposal, or take any other action to any Person relating to, facilitate the making of a proposal that constitutes or could reasonably be expected to lead to an Acquisition Proposal or afford to Proposal. Without limiting the foregoing, it is understood that any Person access to violation of the business, properties, assets or personnel restrictions set forth in the preceding sentence by any executive officer of the Company or any of its Subsidiaries in connection with 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 subsidiaries shall be deemed to an Acquisition Proposal, (iii) grant any waiver, amendment or release under any confidentiality agreement or the anti-takeover laws of any state, or (iv) otherwise knowingly facilitate any such inquiries, proposals, discussions, or negotiations or any effort or attempt by any Person to make an Acquisition Proposal. The Company also agrees that immediately following the execution be a breach of this Agreement they shall, and shall cause their representatives acting on their behalf, to cease any solicitations, discussions or negotiations with any Person (other than the parties hereto and their respective representatives) conducted heretofore in connection with an Acquisition Proposal. The Company also agrees that within three (3) Business Days of the execution of this Agreement, the Company shall request each Person (other than the parties hereto and their respective representatives) that has prior to the date hereof executed a confidentiality agreement in connection with its consideration of acquiring the Company or any of its Subsidiaries (and with whom the Company has had contact in the 12 months prior to the date of this Agreement regarding the acquisition of the Company or any of its Subsidiaries) to return or destroy all confidential information furnished to such Person by or on behalf of it prior to the date hereof and terminate access to any physical or electronic data room maintained by or on behalf of the Company.Section 7.4

Acquisition Proposals. From the date hereof until the Closing Date or, if earlier, the termination of this Agreement in accordance with Article X, the (a) The Company and its Subsidiaries shall not, nor shall it permit any subsidiary to, (and the Company shall use its best efforts to cause their its officers, directors, employees, representatives and agents, including, but not limited to, investment bankers, attorneys and accountants, not to), directly or indirectly (i) indirectly, encourage, solicit, participate in or initiate any discussions or negotiations with any Person with respect towith, or provide any non-public information to, any corporation, partnership, person or data other entity or group (other than the Purchaser or any of its affiliates or representatives) concerning any merger, tender offer or exchange offer, involving the Company or any subsidiary thereof or the sale of its Subsidiaries to any Person relating toall or a significant portion of the assets, an Acquisition Proposal or afford to any Person access to the business, properties, assets sale of shares of capital stock or personnel debt securities of the Company or any of its Subsidiaries in connection with an Acquisition Proposal, (ii) enter into any acquisition agreement, merger agreement or similar definitive agreementsubsidiary thereof, or any letter of intent, memorandum of understanding or agreement in principle, similar transaction involving the Company or any other agreement relating to subsidiary thereof (an Acquisition Proposal, (iii) grant any waiver, amendment or release under any confidentiality agreement or the anti-takeover laws of any state, or (iv) otherwise knowingly facilitate any such inquiries, proposals, discussions, or negotiations or any effort or attempt by any Person to make an Acquisition Proposal"ACQUISITION PROPOSAL"). The Company also agrees that immediately following the execution of this Agreement they shallwill, and shall will cause their representatives acting on their behalfeach subsidiary to, to immediately cease any solicitationsexisting activities, discussions or negotiations with any Person (other than the parties hereto and their respective representatives) conducted heretofore in connection with an Acquisition Proposal. The Company also agrees that within three (3) Business Days respect to any of the execution of this Agreementforegoing. Notwithstanding the foregoing, the Company shall may (i) furnish information concerning its business, properties or assets to any corporation, partnership, person or other entity or group pursuant to appropriate confidentiality agreements (which request each Person (other than the parties hereto and their respective representatives) that has prior to the date hereof executed a confidentiality agreement in connection with its consideration of acquiring the Company or any of its Subsidiaries (and with whom the Company has had contact in the 12 months prior to is unsolicited after the date of this Agreement regarding Agreement), and (ii) negotiate and participate in discussions and negotiations with any such entity or group concerning an Acquisition Proposal (x) if such entity or group has submitted a bona fide written proposal to the acquisition Board of Directors of the Company or any of its Subsidiaries) to return or destroy all confidential information furnished to such Person by or on behalf of it prior to the date hereof and terminate access relating to any physical or electronic data room maintained by or on behalf such transaction which the Board determines represents a Superior Proposal (as defined in Section 6.2(b)) and (y) if, in the opinion of the Board of Directors of the Company, only after receipt of advice from outside legal counsel to the Company, the failure to engage in such discussions or negotiations would cause the Board of Directors to violate its fiduciary duties to the Company's stockholders under applicable law. The Company will promptly communicate to the Purchaser the terms of any proposal, discussion, negotiation or inquiry (and will disclose the substance of any written materials received by the Company in connection with such proposal, discussion, negotiation, or inquiry) and the identity of the party making such proposal or inquiry which it may receive in respect of any such transaction.

Acquisition Proposals. From the date hereof until the Closing Date or, if earlier, the termination of this Agreement in accordance with Article X, the Company and its Subsidiaries shall (a) Each party hereto agrees that it will not, and will cause each of its Subsidiaries and its and their respective directors, officers and employees not to, and shall instruct and use reasonable best efforts to cause its and their representatives other respective Representatives not to, directly or indirectly indirectly, (i) initiate initiate, solicit, knowingly encourage or knowingly facilitate any negotiations with any Person inquiries or proposals with respect to, or provide any non-public information or data concerning the Company or any of its Subsidiaries to any Person relating to, an Acquisition Proposal or afford to any Person access to the business, properties, assets or personnel of the Company or any of its Subsidiaries in connection with an Acquisition Proposal, (ii) engage or participate in any negotiations with any Person concerning any Acquisition Proposal, (iii) provide any confidential or nonpublic information or data to, or have or participate in any discussions with any Person relating to any Acquisition Proposal or (iv) unless this Agreement has been terminated in accordance with its terms, approve or enter into any term sheet, letter of intent, commitment, memorandum of understanding, agreement in principle, acquisition agreement, merger agreement or similar definitive agreement, or any letter of intent, memorandum of understanding or agreement in principle, or any other agreement (other than a confidentiality agreement referred to and entered into in accordance with this Section 6.29 in connection with or relating to an any Acquisition Proposal, (iii) grant any waiver, amendment or release under any confidentiality agreement or the anti-takeover laws of any state, or (iv) otherwise knowingly facilitate any such inquiries, proposals, discussions, or negotiations or any effort or attempt by any Person to make an Acquisition Proposal). The Company also agrees that immediately following the execution of this Agreement they shallEach party will, and shall will cause their representatives acting on their behalfits Representatives to, immediately cease and cause to cease be terminated any solicitationsactivities, discussions or negotiations conducted before the date of this Agreement with any Person (person other than Purchaser or the parties hereto and their respective representatives) conducted heretofore in connection Company, as applicable, with an respect to any Acquisition Proposal, and request the return or destruction of any confidential information previously delivered to any such person pursuant to the terms of any confidentiality agreement to the extent provided by such agreement. The Company also agrees Without limiting the foregoing, it is agreed that within three (3) Business Days any violation or breach of the execution restrictions or obligations set forth in this Section 6.29(a) by any Subsidiary of this Agreement, the Company shall request each Person (other than the parties hereto and their respective representatives) that has prior to the date hereof executed a confidentiality agreement in connection with its consideration party or any Representative of acquiring the Company such party or any of its Subsidiaries (and with whom acting on behalf of or at the Company has had contact in the 12 months prior to the date direction of this Agreement regarding the acquisition of the Company such party or any of its SubsidiariesSubsidiaries shall be deemed to be a breach of this Section 6.29(a) to return or destroy all confidential information furnished to by such Person by or on behalf of it prior to the date hereof and terminate access to any physical or electronic data room maintained by or on behalf of the Companyparty.

Acquisition Proposals. From the date hereof until the Closing Date or, if earlier, the termination of this Agreement in accordance with Article X, the Company (a) Seller (and its Subsidiaries subsidiaries and Affiliates) shall not, and Seller (and its subsidiaries and Affiliates) shall cause their representatives respective officers, directors, employees, investment bankers, attorneys, accountants, consultants or other agents or advisors not to, directly or indirectly indirectly, (i1) solicit, initiate or take any action to facilitate or encourage the submission of any Acquisition Proposal, (2) enter into or participate in any discussions or negotiations with with, furnish any Person with respect to, or provide any non-public information or data concerning relating to the Company or any of its Subsidiaries to any Person relating to, an Acquisition Proposal ConsumerInfo or afford to any Person access to the business, properties, assets assets, books or personnel records of the Company or ConsumerInfo to, or assist, participate in, cooperate with, facilitate or encourage any of its Subsidiaries in connection with effort by any Third Party to make, an Acquisition Proposal, (ii3) approve, endorse or recommend any Acquisition Proposal or (4) enter into any acquisition agreementletter of intent or similar document or any contract, merger agreement or similar definitive agreement, commitment contemplating or any letter of intent, memorandum of understanding or agreement in principle, or any other agreement otherwise relating to any Acquisition Proposal. Seller shall promptly provide written notice to Buyer to the effect that it has received an Acquisition Proposal, (iii) grant any waiver, amendment or release under any confidentiality agreement or including the anti-takeover laws identity of any state, or (iv) otherwise knowingly facilitate any such inquiries, proposals, discussions, or negotiations or any effort or attempt by any the Person to make an making the Acquisition Proposal and the terms and conditions of the Acquisition Proposal. The Company also agrees that immediately following the execution of this Agreement they Except as permitted by Section 4.6(b), Seller shall, and shall cause their representatives acting on their behalfeach of its subsidiaries to, immediately cease and cause to cease be terminated any solicitationsexisting activities, discussions or negotiations with by Seller, any Person (of its subsidiaries or any officer, director, employee or affiliate of, or investment banker, attorney, accountant or other than the parties hereto and their respective representatives) conducted heretofore in connection with an Acquisition Proposal. The Company also agrees that within three (3) Business Days of the execution of this Agreementadvisor or representative of, the Company shall request each Person (other than the parties hereto and their respective representatives) that has prior to the date hereof executed a confidentiality agreement in connection with its consideration of acquiring the Company Seller or any of its Subsidiaries (and subsidiaries with whom the Company has had contact in the 12 months prior parties conducted heretofore with respect to the date of this Agreement regarding the acquisition any of the Company or any of its Subsidiaries) to return or destroy all confidential information furnished to such Person by or on behalf of it prior to the date hereof and terminate access to any physical or electronic data room maintained by or on behalf of the Companyforegoing.