Common use of No Solicitation of Transactions Clause in Contracts

No Solicitation of Transactions. The Shareholder, subject to the last sentence of this Section 3.3, agrees that from the date of this Agreement until the Termination Date, the Shareholder shall not, directly or indirectly, nor, in case the Shareholder is a corporation or other entity, shall it authorize or permit any of its directors, officers or employees or any investment banker, financial advisor, attorney, accountant or other representative retained by it or any of its Subsidiaries (collectively, the "REPRESENTATIVES") to, directly or indirectly, solicit, initiate or encourage (including by means of furnishing nonpublic information), or take any other action to facilitate, any inquiries or the making of any proposal or offer with respect to, or that reasonably may be expected to lead to a proposal or offer for, any Competing Transaction (as defined in the Merger Agreement), or enter into or maintain or continue discussions or negotiate with any person or entity in furtherance of such inquiries or to obtain a Competing Transaction, or agree to or endorse any Competing Transaction, other than with Parent or an affiliate of Parent. The Shareholder shall promptly (but in any event within 24 hours) notify Parent if any proposal or offer, or any inquiry or contact, constituting or regarding a Competing Transaction is made, and the Shareholder shall promptly inform Parent as to the material details of any such proposal, offer, inquiry or contact, including the identity of the party making any such proposal, offer, inquiry or contact, and, if in writing, promptly deliver or cause to be delivered to Parent a copy of such proposal, offer, inquiry or contact and any other written material reasonably relating thereto. The Shareholder immediately shall cease and cause to be terminated all existing discussions or negotiations with any parties conducted heretofore with respect to a Competing Transaction. Notwithstanding the provisions of this Section 3.3, a Shareholder who is also a director or officer of the Company may take any action in his capacity as such (including complying with or exercising his fiduciary duties as a member of the Board of Directors of the Company) as is not limited by the terms of the Merger Agreement.

No Solicitation of Transactions. (a) The Shareholder, subject to the last sentence of this Section 3.3, Company agrees that from the date of this Agreement until the Termination Date, the Shareholder shall not, directly or indirectly, nor, in case the Shareholder is a corporation or other entity, shall neither it authorize or permit nor any Subsidiary nor any of its the directors, officers or employees of it or any Subsidiary will, and that it will cause its and its Subsidiaries’ agents, advisors and other representatives (including, without limitation, any investment banker, financial advisor, attorney, attorney or accountant or other representative retained by it or any of its Subsidiaries (collectively, the "REPRESENTATIVES"Subsidiary) not to, directly or indirectly, (i) solicit, initiate or encourage (including by means way of furnishing nonpublic information), or take any other action to facilitate, any inquiries or the making of any proposal or offer with respect to(including, without limitation, any proposal or offer to its stockholders) that constitutes, or that may reasonably may be expected to lead to a proposal or offer forto, any Competing Transaction Transaction, (as defined in the Merger Agreement), or ii) enter into or maintain or continue discussions or negotiate negotiations with any person or entity Person in furtherance of such inquiries or to obtain a proposal or offer for a Competing Transaction, or (iii) agree to to, approve or endorse any Competing TransactionTransaction or enter into any letter of intent or other Contract relating to any Competing Transaction or (iv) authorize or permit any of the officers, directors or employees of the Company or any of its Subsidiaries, or any investment banker, financial advisor, attorney, accountant or other than with Parent representative retained by the Company or an affiliate any of Parentits Subsidiaries, to take any such action. The Shareholder Company shall notify CIG and the NBCU Entities as promptly as practicable (but and in any event within 24 hoursone (1) notify Parent Business Day after the Company attains knowledge thereof), orally and in writing, if any proposal or offer, or any inquiry or contactcontact with any Person with respect thereto, constituting or regarding a Competing Transaction is made, and the Shareholder shall promptly inform Parent as to specifying the material details of any such proposal, offer, inquiry or contact, including terms and conditions thereof and the identity of the party making any such proposal, offer, inquiry proposal or contact, and, if in writing, promptly deliver offer or cause to be delivered to Parent a copy of such proposal, offer, inquiry or contact and any other written (including material reasonably relating theretoamendments or proposed material amendments). The Shareholder Company shall, and shall direct or cause its and its Subsidiaries’ directors, officers, employees, agents, advisors and other representatives (including, without limitation, any investment banker, attorney or accountant retained by it or any Subsidiary) to, immediately shall cease and cause to be terminated all existing any discussions or negotiations with any parties Person that may have been conducted heretofore with respect to a Competing Transaction. Notwithstanding The Company shall not release any Person from, or waive any provision of, any confidentiality or standstill agreement to which it is a party and the provisions Company also agrees to promptly request each Person that has heretofore executed a confidentiality agreement in connection with its consideration of this Section 3.3acquiring (whether by merger, a Shareholder who is also a director acquisition of stock or officer assets or otherwise) the Company or any Subsidiary, if any, to return (or if permitted by the applicable confidentiality agreement, destroy) all confidential information heretofore furnished to such Person by or on behalf of the Company may take or any action in his capacity as such (including complying with or exercising his fiduciary duties as a member of the Board of Directors of the Company) as is not limited by the terms of the Merger AgreementSubsidiary.

No Solicitation of Transactions. The Shareholder, subject to (a) Until the last sentence earlier of this Section 3.3, agrees that from the date Effective Time and termination of this Agreement until the Termination Datepursuant to Article VIII, except as set forth in Section 6.04(b), the Shareholder shall notCompany agrees that neither it nor any of its Subsidiaries, and that it will cause its and its Subsidiaries’ Representatives (including any investment banker, attorney or accountant retained by any Group Company), not to, in each case, directly or indirectly, nor, in case the Shareholder is a corporation or other entity, shall it authorize or permit any of its directors, officers or employees or any investment banker, financial advisor, attorney, accountant or other representative retained by it or any of its Subsidiaries (collectively, the "REPRESENTATIVES"i) to, directly or indirectly, solicit, initiate or knowingly encourage (including by means way of furnishing nonpublic informationinformation concerning any Group Company), or take any other action to knowingly facilitate, any inquiries or the making of any proposal or offer with respect to(including any proposal or offer to its shareholders) that constitutes, or that could reasonably may be expected to lead to a proposal or offer forto, any Competing Transaction Transaction, (as defined in the Merger Agreement)ii) enter into, or enter into or maintain or continue discussions or negotiate with negotiations with, or provide any person or entity nonpublic information concerning any Group Company to, any Third Party in furtherance of such inquiries or to obtain a proposal or offer for a Competing Transaction, (iii) agree to, approve, endorse, recommend or agree consummate any Competing Transaction or enter into any letter of intent or Contract (other than an Acceptable Confidentiality Agreement) or commitment contemplating or otherwise relating to or endorse any Competing Transaction, other than (iv) grant any waiver, amendment or release under any standstill, confidentiality or similar agreement or Takeover Statutes (and the Company shall promptly take all action necessary to terminate or cause to be terminated any such waiver previously granted with Parent respect to any provision of any such confidentiality, standstill or an affiliate similar agreement or Takeover Statute and to enforce each such confidentiality, standstill and similar agreement), or (v) authorize or permit any of Parentthe Representatives of the Company or any of its Subsidiaries to take any action set forth in clauses (i) – (iv) of this Section 6.04(a). The Shareholder Company shall notify Parent as promptly as practicable (but and in any event within 24 hoursforty-eight (48) notify Parent if hours after the Company has knowledge thereof), orally and in writing, of any proposal or offer, or any inquiry or contactcontact with any person, constituting or regarding a Competing Transaction is madeor that, in the Company’s good faith judgment, could reasonably be expected to lead to a Competing Transaction, specifying (x) the material terms and conditions thereof (including material amendments or proposed material amendments) and providing, if applicable, copies of any written requests, proposals or offers, including proposed agreements, (y) the identity of the party making such proposal or offer or inquiry or contact, and (z) whether the Shareholder Company has any intention to provide confidential information to such person. The Company shall promptly inform keep Parent as to informed, on a reasonably current basis (and in any event within forty-eight (48) hours of the occurrence of any material details changes, developments, discussions or negotiations) of the status and terms of any such proposal, offer, inquiry inquiry, contact or contact, including request and of any material changes in the identity status and terms of the party making any such proposal, offer, inquiry inquiry, contact or contactrequest (including the material terms and conditions thereof). Without limiting the foregoing, andthe Company shall provide Parent with forty-eight (48) hours prior notice (or such lesser prior notice as is provided to the members of the Company Board or members of the Special Committee) of any meeting of the Company Board or Special Committee at which the Company Board or Special Committee, if in writingas applicable, promptly deliver or cause is reasonably expected to be delivered to Parent a copy of such proposal, offer, inquiry or contact and consider any other written material reasonably relating theretoCompeting Transaction. The Shareholder Company shall, and shall cause its Subsidiaries and the Representatives of the Company and its Subsidiaries to, immediately shall cease and cause to be terminated terminate all existing discussions or negotiations with any parties conducted heretofore with respect to a Competing Transaction. Notwithstanding The Company shall not, and shall cause its Subsidiaries not to, enter into any confidentiality agreement with any Third Party subsequent to the provisions date of this Section 3.3, a Shareholder who is also a director or officer of Agreement that prohibits the Company may take any action in his capacity as from providing such (including complying with or exercising his fiduciary duties as a member of the Board of Directors of the Company) as is not limited by the terms of the Merger Agreementinformation to Parent.

No Solicitation of Transactions. (a) The Shareholder, subject to the last sentence of this Section 3.3, Company agrees that from the date of this Agreement until the Termination Dateneither it nor any Company Subsidiary shall, the Shareholder and that it shall not, directly or indirectly, nor, in case the Shareholder is a corporation or other entity, shall it authorize or permit any of cause its directors, officers or employees or any investment banker, financial advisor, attorney, accountant or other representative retained by it or any of its Subsidiaries (collectively, the "REPRESENTATIVES") and each Company Subsidiary's Representatives not to, directly or indirectly, initiate, solicit, initiate encourage or encourage otherwise facilitate (including by means way of furnishing nonpublic information), or take any other action to facilitate, ) any inquiries or the making of any proposal proposal, or offer with respect toto a merger, reorganization, share exchange, consolidation, business combination, recapitalization, liquidation, dissolution or similar transaction involving, or that any purchase or sale of all or any significant portion of the assets or 20% or more of the equity securities of, the Company or any Company Subsidiary that, in any such case, could reasonably may be expected to lead to a interfere with the completion of the Merger or the other transactions contemplated by this Agreement (any such proposal or offer forbeing hereinafter referred to as an "Acquisition Proposal"). The Company further agrees that neither it nor any Company Subsidiary shall, and that it shall cause its and each Company Subsidiary's Representatives not to, directly or indirectly, have any discussion with or provide any confidential information or data to any Person relating to an Acquisition Proposal or engage in any negotiations concerning an Acquisition Proposal, or otherwise facilitate any effort or attempt to make or implement an Acquisition Proposal or accept an Acquisition Proposal; provided, however, that nothing contained in this Agreement shall prevent the Company or the Company's Board of Directors from (i) complying with Rule 14e-2 promulgated under the Exchange Act with regard to an Acquisition Proposal; (ii) engaging in any discussions or negotiations with, or providing any information to, any Competing Transaction Person in response to an unsolicited bona fide written Acquisition Proposal by any such Person; or (iii) recommending such an unsolicited bona fide written Acquisition Proposal to the holders of Company Common Stock if and only to the extent that, in any such case as defined is referred to in clause (ii) or (iii), (A) the Company's Board of Directors concludes in good faith (after consultation with its legal counsel and financial advisors) that such Acquisition Proposal is reasonably capable of being completed, taking into account all legal, financial, regulatory and other aspects of the Acquisition Proposal and the Person making the Acquisition Proposal, and would, if consummated, result in a transaction more favorable to holders of Company Common Stock than the transaction contemplated by this Agreement (any such more favorable Acquisition Proposal being hereinafter referred to as a "Superior Proposal"), (B) the Company's Board of Directors determines in good faith after consultation with legal counsel that such action is necessary for it to act in a manner consistent with its fiduciary duties under applicable law, (C) prior to providing any information or data to any Person in connection with a Superior Proposal by any such Person, the Company's Board of Directors receives from such Person an executed confidentiality agreement on terms substantially similar to those contained in the Merger Agreement), Confidentiality Agreement and (D) prior to providing any information or enter data to any Person or entering into or maintain or continue discussions or negotiate negotiations with any person or entity in furtherance Person, the Company's Board of Directors notifies IHK promptly of such inquiries inquiries, proposals or to obtain a Competing Transactionoffers received by, or agree to or endorse any Competing Transaction, other than with Parent or an affiliate of Parent. The Shareholder shall promptly (but in any event within 24 hours) notify Parent if any proposal or offersuch information requested from, or any inquiry such discussions or contactnegotiations sought to be initiated or continued with, constituting the Company, any Company Subsidiary or regarding a Competing Transaction is madeany of their Representatives indicating, in connection with such notice, the name of such Person and the Shareholder shall promptly inform Parent as to the material details terms and conditions of any such proposal, offer, inquiry proposals or contact, including the identity of the party making any such proposal, offer, inquiry or contact, and, if in writing, promptly deliver or cause to be delivered to Parent a copy of such proposal, offer, inquiry or contact and any other written material reasonably relating theretooffers. The Shareholder Company agrees that it will immediately shall cease and cause to be terminated all any existing activities, discussions or negotiations with any parties conducted heretofore with respect to any Acquisition Proposal. The Company agrees that it shall keep IHK informed, on a Competing Transaction. Notwithstanding the provisions of this Section 3.3current basis, a Shareholder who is also a director or officer of the Company may take any action in his capacity as such (including complying with or exercising his fiduciary duties as a member of the Board of Directors of the Company) as is not limited by the status and terms of any such proposals or offers and the Merger Agreementstatus of any such discussions or negotiations.

No Solicitation of Transactions. The ShareholderCompany agrees that, subject to the last sentence of this Section 3.3, agrees that from and after the date hereof until the earlier of the Effective Time or the termination of this Agreement until the Termination Datein accordance with Article VIII, the Shareholder neither it nor any Company Subsidiary shall, and that it shall notcause its and each Company Subsidiary's Representatives not to, except as contemplated by this Agreement, directly or indirectly, norinitiate, in case the Shareholder is a corporation or other entity, shall it authorize or permit any of its directors, officers or employees or any investment banker, financial advisor, attorney, accountant or other representative retained by it or any of its Subsidiaries (collectively, the "REPRESENTATIVES") to, directly or indirectly, solicit, initiate solicit or encourage (including by means of furnishing nonpublic information), or take any other action to facilitate, any inquiries or the making of any proposal or offer with respect toto a merger, reorganization, share exchange, consolidation, business combination, recapitalization, liquidation, dissolution or similar transaction involving, or that reasonably may be expected to lead to any purchase or sale of all or any significant portion of the assets of the Company (including the sale of either of the Company's refineries or any of its terminals) and the Company Subsidiaries, taken as a whole, or 15% or more of the equity securities of the Company (any such proposal or offer forbeing hereinafter referred to as a "Competing Transaction"). The Company further agrees that neither it nor any Company Subsidiary shall, and that it shall cause its and each Company Subsidiary's Representatives not to, directly or indirectly, have any discussion with or provide any confidential information or data relating to the Company or any Company Subsidiary to any person relating to a Competing Transaction (as defined or engage in the Merger Agreement), or enter into or maintain or continue discussions or negotiate with any person or entity in furtherance of such inquiries or to obtain negotiations concerning a Competing Transaction, or agree otherwise facilitate any effort or attempt to make or endorse any Competing Transaction, other than with Parent or an affiliate of Parent. The Shareholder shall promptly (but in any event within 24 hours) notify Parent if any proposal or offer, or any inquiry or contact, constituting or regarding implement a Competing Transaction is madeor accept a Competing Transaction; provided, and however, that nothing contained in this Section 6.04 shall prevent the Shareholder shall promptly inform Parent as Company or the Company Board from (i) engaging in any discussions or negotiations with, or providing any information to, any person in response to an unsolicited written Competing Transaction by any such person; or (ii) recommending such an unsolicited written Competing Transaction to the material details holders of Company Common Stock if, in any such proposalcase as is referred to in clause (i) or (ii), offer(A) the Company Board concludes in good faith (after consultation with independent financial advisors) that such Competing Transaction would, inquiry or contactif consummated, including result in a transaction more favorable to holders of Company Common Stock than the identity of the party making transaction contemplated by this Agreement (any such proposalmore favorable Competing Transaction being referred to in this Agreement as a "Superior Proposal"), offer(B) either the Company Board or the Company Independent Committee determines in good faith after consultation with independent legal counsel that such action is necessary for the Company Board to act in a manner consistent with its fiduciary duties under applicable Law, inquiry (C) prior to providing any information or contact, and, if in writing, promptly deliver data regarding the Company to any person or cause to be delivered to Parent a copy any of such proposalperson's Representatives in connection with a Superior Proposal by such person, offer, inquiry the Company receives from such person an executed confidentiality agreement on terms at least as restrictive on such person as those contained in the Confidentiality Agreement and (D) prior to providing any information or contact and data to any other written material reasonably relating thereto. The Shareholder immediately shall cease and cause to be terminated all existing person or any of such person's Representatives or entering into discussions or negotiations with any person or any of such person's Representatives in connection with a Superior Proposal by such person, the Company notifies Parent promptly of the receipt of such Superior Proposal indicating, in connection with such notice, the name of such person and attaching a copy of the proposal or offer or providing a complete written summary thereof. The Company agrees that it shall keep Parent informed, on a current basis, of the status and terms of any discussions or negotiations related to such Superior Proposal. The Company agrees that it will take the necessary steps to promptly inform each Company Subsidiary and each Representative of the Company or any Company Subsidiary of the obligations undertaken in this Section 6.04. Immediately following the execution of this Agreement, the Company shall terminate and cause the Company Subsidiaries to terminate any existing activities, discussions or negotiations with any third parties conducted heretofore that may be ongoing with respect to a any Competing Transaction. Notwithstanding Transaction and promptly after the provisions public announcement of the execution of this Section 3.3, a Shareholder who is also a director or officer of Agreement shall use all reasonable efforts to request that all confidential information previously furnished to any such third parties be returned promptly. Nothing contained in this Agreement shall prohibit the Company may take any action in his capacity as such (including complying with or exercising his fiduciary duties as the Company Board from taking or disclosing to its stockholders a member of position contemplated by Rules 14d-9 and 14e-(2)(a) promulgated under the Board of Directors of the Company) as is not limited by the terms of the Merger AgreementExchange Act.

No Solicitation of Transactions. (a) The Shareholder, subject to the last sentence of this Section 3.3, Company agrees that from the date of this Agreement until the Termination Date, the Shareholder shall not, directly or indirectly, nor, in case the Shareholder is a corporation or other entity, shall neither it authorize or permit nor any Subsidiary nor any of its the directors, officers or employees of it or any Subsidiary will, and that it will cause its and its Subsidiaries’ agents, advisors and other representatives (including, without limitation, any investment banker, financial advisor, attorney, attorney or accountant or other representative retained by it or any of its Subsidiaries (collectively, the "REPRESENTATIVES"Subsidiary) not to, directly or indirectly, (i) solicit, initiate or encourage (including by means way of furnishing nonpublic information), or take any other action to facilitate, any inquiries or the making of any proposal of offer (including, without limitation, any proposal or offer with respect toto its stockholders) that constitutes, or that may reasonably may be expected to lead to a proposal or offer forto, any Competing Transaction (as defined in the Merger Agreement)Transaction, or (ii) enter into or maintain or continue discussions or negotiate negotiations with any person Person or entity in furtherance of such inquiries or to obtain a proposal or offer for a Competing Transaction, or (iii) agree to, approve, endorse or recommend any Competing Transaction or enter into any letter of intent or other contract, agreement or commitment contemplating or otherwise relating to or endorse any Competing Transaction, or (iv) authorize or permit any of the officers, directors or employees of the Company or any of its Subsidiaries, or any investment banker, financial advisor, attorney, accountant or other than with Parent representative retained by the Company or an affiliate any of Parentits Subsidiaries, to take any such action. The Shareholder Company shall notify Purchaser as promptly as practicable (but and in any event within 24 hoursone (1) notify Parent Business Day after the Company attains knowledge thereof), orally and in writing, if any proposal or offer, or any inquiry or contactcontact with any Person with respect thereto, constituting or regarding a Competing Transaction is made, and the Shareholder shall promptly inform Parent as to specifying the material details of any such proposal, offer, inquiry or contact, including terms and conditions thereof and the identity of the party making any such proposal, offer, inquiry proposal or contact, and, if in writing, promptly deliver offer or cause to be delivered to Parent a copy of such proposal, offer, inquiry or contact and any other written (including material reasonably relating theretoamendments or proposed material amendments). The Shareholder Company shall, and shall direct or cause its and its Subsidiaries’ directors, officers, employees, representatives and agents to, immediately shall cease and cause to be terminated all existing any discussions or negotiations with any parties that may have been conducted heretofore with respect to a Competing Transaction. Notwithstanding 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 and the Company also agrees to promptly request each Person that has heretofore executed a confidentiality agreement in connection with its consideration of acquiring (whether by merger, acquisition of stock or assets or otherwise) the Company or any Subsidiary, if any, to return (or if permitted by the applicable confidentiality agreement, destroy) all confidential information heretofore furnished to such Person by or on behalf of the Company or any Subsidiary and, if requested by Purchaser and at Purchaser’s expenses, to enforce such Person’s obligation to do so. The Company shall not take any action to make the provisions of this Section 3.3, a Shareholder who is also a director or officer 203 of the Company may take DGCL inapplicable to any action in his capacity as such (including complying with or exercising his fiduciary duties as a member of transaction other than the Board of Directors of the Company) as is not limited by the terms of the Merger AgreementTransactions.

No Solicitation of Transactions. The Shareholder, subject to the last sentence of this Section 3.3, Shareholder agrees that from the date of this Agreement until the Termination Date, the Shareholder shall not, directly or indirectly, nor, in case the Shareholder is a corporation or other entity, nor shall it authorize or permit any of its directors, officers officers, partners or employees or any investment banker, financial advisor, attorney, accountant or other representative retained by it or any of its partners or Subsidiaries (collectively, the "REPRESENTATIVES") to, directly or indirectly, solicit, initiate or encourage (including by means of furnishing nonpublic information), or take any other action to facilitate, any inquiries or the making of any proposal or offer with respect to, or that reasonably may be expected to lead to a proposal or offer for, any Competing Transaction (as defined in the Merger Agreement), or enter into or maintain or continue discussions or negotiate with any person or entity in furtherance of such inquiries or to obtain a Competing Transaction, or agree to or endorse any Competing Transaction, other than with Parent or an affiliate of Parent. The Shareholder shall promptly (but in any event within 24 hours) notify Parent if any proposal or offer, or any inquiry or contact, constituting or regarding a Competing Transaction is made, and the Shareholder shall promptly inform Parent as to the material details of any such proposal, offer, inquiry or contact, including the identity of the party making any such proposal, offer, inquiry or contact, and, if in writing, promptly deliver or cause to be delivered to Parent a copy of such proposal, offer, inquiry or contact and any other written material reasonably relating thereto. The Shareholder immediately shall cease and cause to be terminated all existing discussions or negotiations with any parties conducted heretofore with respect to a Competing Transaction. Notwithstanding the provisions of this Section 3.3, a Shareholder who is also a director or officer of the Company may take any action in his capacity as such (including complying with or exercising his fiduciary duties as a member of the Board of Directors of the Company) as is not limited by the terms of the Merger Agreement.

No Solicitation of Transactions. The Shareholder, subject to the last sentence of this Section 3.3, agrees that from the date of this Agreement until the Termination Date, the Shareholder shall not, directly or indirectly, nor, in case the Shareholder is a corporation or other entity, shall it authorize or permit any of its directors, officers or employees or any investment banker, financial advisor, attorney, accountant or other representative retained by it or any of its Subsidiaries (collectively, the "REPRESENTATIVES") to, directly or indirectly, solicit, initiate or encourage (including by means of furnishing nonpublic information), or take any other action to facilitate, any inquiries or the making of any proposal or offer with respect to, or that reasonably may be expected to lead to a proposal or offer for, any Competing Transaction (as defined in the Merger Agreement), or enter into or maintain or continue discussions or negotiate with any person or entity in furtherance of such inquiries or to obtain a Competing Transaction, or agree to or endorse any Competing Transaction, other than with Parent or an affiliate of Parent. The Shareholder shall promptly (but in any event within 24 hours) notify Parent if any proposal or offer, or any inquiry or contact, constituting or regarding a Competing Transaction is made, and the Shareholder shall promptly inform Parent as to the material details of any such proposal, offer, inquiry or contact, including the identity of the party making any such proposal, offer, inquiry or contact, and, if in writing, promptly deliver or cause to be delivered to Parent a copy of such proposal, offer, inquiry or contact and any other written material reasonably relating thereto. The Shareholder immediately shall cease and cause to be terminated all existing discussions or negotiations with any parties conducted heretofore with respect to a Competing Transaction. Notwithstanding the provisions of this Section 3.3, a Shareholder who is also a director or officer of the Company may take any action in his capacity as such (including complying with or exercising his fiduciary duties as a member of the Board of Directors of the Company) as is not limited by the terms of the Merger Agreement.relating

No Solicitation of Transactions. (a) The Shareholder, subject to the last sentence of this Section 3.3, Company agrees that from no Group Company and none of the date directors or officers of this Agreement until the Termination Dateany Group Company shall, the Shareholder and that it shall notdirect its and its Subsidiaries’ Representatives (including, without limitation, any investment banker, attorney or accountant retained by it or any Group Company), not to, in each case, directly or indirectly, nor, in case the Shareholder is a corporation or other entity, shall it authorize or permit any of its directors, officers or employees or any investment banker, financial advisor, attorney, accountant or other representative retained by it or any of its Subsidiaries (collectively, the "REPRESENTATIVES"i) to, directly or indirectly, solicit, initiate or knowingly encourage (including by means way of furnishing nonpublic informationinformation in a manner designed to encourage), or take any other action to facilitate, any inquiries or the making of any Acquisition Proposal (including, without limitation, any proposal or offer with respect toto its shareholders) that constitutes, or that would reasonably may be expected to lead to a proposal or offer forto, any Competing Transaction (as defined in the Merger Agreement)Acquisition Proposal, or (ii) enter into or into, maintain or continue discussions or negotiate with negotiations with, or provide any nonpublic information relating to any Group Company or the Transactions to, any person or entity in furtherance of such inquiries or to obtain a Competing Transactionconnection with, or in order to obtain, an Acquisition Proposal, or (iii) agree to, approve, adopt, endorse or recommend (or publicly propose to agree to approve, adopt, endorse or endorse recommend) any Competing TransactionAcquisition Proposal, or enter into any letter of intent, Contract, commitment or obligation contemplating or otherwise relating to, or consummate, any Acquisition Proposal , or (iv) authorize or permit any of the officers, directors or Representatives of any Group Company to take any action set forth in clauses (a)(i) — (a)(iii) of this Section 6.04 (in each case, other than with Parent to the extent expressly permitted pursuant to Section 6.04(b) or an affiliate of ParentSection 6.04(c)). The Shareholder Company shall notify Parent in writing as promptly as practicable (but and in any event within 24 hoursforty-eight (48) notify Parent if hours after the Company has knowledge thereof), of any proposal or offer, or any request for information or other inquiry or request, that could reasonably be expected to lead to an Acquisition Proposal, specifying (x) the material terms and conditions thereof (including material amendments or proposed material amendments) and providing, if applicable, copies of any written requests, proposals or offers, including proposed agreements, (y) the identity of the party making such proposal or offer or inquiry or contact, constituting and (z) whether the Company has determined to provide confidential information to such person. The Company shall keep Parent informed, on a reasonably current basis (and in any event within forty-eight (48) hours of the occurrence of any material changes, developments, discussions or regarding a Competing Transaction is made, negotiations) of the status and the Shareholder shall promptly inform Parent as to the material details terms of any such proposal, offer, inquiry inquiry, contact or contact, including request and of any material changes in the identity status and terms of the party making any such proposal, offer, inquiry inquiry, contact or contact, andrequest (including the material terms and conditions thereof) and providing, if in writingapplicable, promptly deliver copies of any written requests, proposals or cause to be delivered to Parent a copy of such proposaloffers, offer, inquiry or contact and any other written material reasonably relating theretoincluding proposed agreements. The Shareholder Company immediately shall cease and cause to be terminated all existing discussions or negotiations with any parties conducted heretofore with respect to a Competing Transactionan Acquisition Proposal. Notwithstanding the provisions of this Section 3.3The Company shall not, a Shareholder who is also a director or officer of and shall cause its Subsidiaries not to, enter into any confidentiality agreement with any Third Party which prohibits the Company may take from providing such information to Parent, or release any action Third Party from, or waive any provision of, any confidentiality or standstill agreement in his capacity as such (including complying connection with or exercising his fiduciary duties as a member of the Board of Directors of the Company) as is not limited by the terms of the Merger Agreementan Acquisition Proposal.

No Solicitation of Transactions. The Shareholder(a) Subject to Section 5.4(b), subject to the last sentence of this Section 3.3, agrees that from and after the date hereof until the Effective Time or, if earlier, the termination of this Agreement until the Termination Datein accordance with Article 7, the Shareholder Company shall not, directly or indirectly, nor, in case and shall cause the Shareholder is a corporation or other entity, shall it authorize or permit any of its directors, officers or employees or any investment banker, financial advisor, attorney, accountant or other representative retained by it or any of its Company Subsidiaries (collectively, and direct the "REPRESENTATIVES") Company Representatives and CPS not to, directly or indirectly: (i) initiate, solicit, initiate solicit or knowingly encourage (including by means way of furnishing nonpublic providing information)) the submission of any inquiries, proposals or offers that constitute, or take any other action to facilitate, any inquiries or the making of any proposal or offer with respect to, or that would reasonably may be expected to lead to a proposal or offer forto, any Competing Transaction Acquisition Proposal or engage in any discussions or negotiations with respect thereto or otherwise participate in or facilitate any such inquiries, proposals, offers, discussions or negotiations, (as defined ii) approve or recommend, or publicly propose to approve or recommend, an Acquisition Proposal, (iii) withdraw, change, amend, modify or qualify, or propose publicly to withdraw, change, amend, modify or qualify, in a manner adverse to Parent or the Merger Agreement)Purchaser, the Company Board Recommendation, (iv) enter into any merger agreement, letter of intent, agreement in principle, share purchase agreement, asset purchase agreement, share exchange agreement, option agreement or other similar agreement relating to an Acquisition Proposal or enter into any agreement or maintain agreement in principle requiring the Company to abandon, terminate or continue discussions fail to consummate the transactions contemplated hereby or negotiate with any person breach its obligations hereunder, or entity in furtherance of such inquiries or to obtain a Competing Transaction, (v) resolve or agree to do any of the foregoing (the foregoing clauses (ii), (iii) or endorse any Competing Transaction(v) (to the extent related to the foregoing clauses (ii) or (iii)), other than with Parent or an affiliate a “Change of ParentBoard Recommendation”). The Shareholder Company shall promptly (but in any event within 24 hours) notify Parent if any proposal or offer, or any inquiry or contact, constituting or regarding a Competing Transaction is made, and the Shareholder shall promptly inform Parent as to the material details of any such proposal, offer, inquiry or contact, including the identity of the party making any such proposal, offer, inquiry or contact, and, if in writing, promptly deliver or cause to be delivered to Parent a copy of such proposal, offer, inquiry or contact and any other written material reasonably relating thereto. The Shareholder immediately shall cease and cause to be terminated all existing discussions any solicitation, discussion or negotiations negotiation with any parties Persons conducted heretofore theretofore by the Company, the Company Subsidiaries, CPS or any of the Company Representatives with respect to a Competing Transaction. Notwithstanding the provisions of this Section 3.3, a Shareholder who is also a director any Acquisition Proposal and shall use its commercially reasonable efforts to cause to be returned or officer of the Company may take any action in his capacity as such (including complying with destroyed all confidential information provided by or exercising his fiduciary duties as a member of the Board of Directors on behalf of the Company) as is not limited by the terms of the Merger Agreement, any Company Subsidiary or CPS to such Person.

No Solicitation of Transactions. The Shareholder(a) Each party to this Agreement agrees that, subject to the last sentence of this Section 3.3, agrees that from and after the date hereof until the earlier of the Effective Time and the termination of this Agreement until the Termination Datepursuant to Article VIII, the Shareholder it shall not, directly or indirectly, nor, in case the Shareholder is a corporation or other entity, and shall it authorize or not permit any of its Subsidiaries or any of its or its Subsidiaries’ directors, officers or employees or any to, and shall use its best efforts to cause its investment bankerbankers, financial advisorattorneys, attorney, accountant or accountants and other representative representatives retained by it or any of its Subsidiaries (collectively, the "REPRESENTATIVES") not to, directly or indirectly, : (i) solicit, initiate or knowingly encourage (including by means way of furnishing nonpublic information), or take any other action knowingly to facilitate, any inquiries or the making of any proposal or offer with respect to(including, or that reasonably may be expected to lead to a without limitation, any proposal or offer for, any to its stockholders) that constitutes a Competing Transaction (as defined in the Merger Agreementbelow), or ; (ii) enter into or maintain or continue discussions or negotiate negotiations with any person or entity in furtherance of such inquiries or to obtain a Competing Transaction; (iii) agree to, approve, endorse or agree recommend any Competing Transaction or enter into any letter of intent or other contract, agreement or commitment contemplating or otherwise relating to or endorse any Competing Transaction; or (iv) authorize or permit any of the officers, directors or employees of such party or any of its Subsidiaries, or any investment banker, financial 58 advisor, attorney, accountant or other than with Parent or an affiliate of Parentrepresentative retained by such party, to take any such action. The Shareholder Each party to this Agreement shall notify the other party as promptly as practicable (but and in any event within 24 hoursone day after such party attains knowledge thereof) notify Parent if any proposal or offer, or any inquiry or contactcontact with any person with respect thereto, constituting or regarding a Competing Transaction is made, and the Shareholder shall promptly inform Parent as to specifying the material details of any such proposal, offer, inquiry or contact, including terms and conditions thereof and the identity of the party making any such proposal, offer, inquiry proposal or contact, and, if in writing, promptly deliver offer or cause to be delivered to Parent a copy of such proposal, offer, inquiry or contact and any other written (including material reasonably relating theretoamendments or proposed material amendments). The Shareholder Each party to this Agreement immediately shall cease and cause to be terminated all existing discussions or negotiations with any parties conducted heretofore with respect to a Competing Transaction. Notwithstanding the provisions of Each party to this Section 3.3Agreement shall not release any third party from, or waive any provision of, any confidentiality or standstill agreement to which it is a Shareholder who is also a director or officer of the Company may take any action in his capacity as such (including complying with or exercising his fiduciary duties as a member of the Board of Directors of the Company) as is not limited by the terms of the Merger Agreementparty.

No Solicitation of Transactions. The Shareholder, subject to (a) Until the last sentence earlier of this Section 3.3, agrees that from the date Effective Time and the termination of this Agreement until the Termination Datepursuant to Article 8, except pursuant to Section 6.03(b), the Shareholder shall notCompany agrees that neither it nor any of its Subsidiaries will, and that it will cause its and its Subsidiaries’ Representatives (including any investment banker, attorney or accountant retained by any Group Company) not to, in each case, directly or indirectly, nor, in case the Shareholder is a corporation or other entity, shall it authorize or permit any of its directors, officers or employees or any investment banker, financial advisor, attorney, accountant or other representative retained by it or any of its Subsidiaries (collectively, the "REPRESENTATIVES"i) to, directly or indirectly, solicit, initiate or initiate, knowingly encourage (including by means way of furnishing nonpublic informationinformation with respect to any Group Company), or take any other action to knowingly facilitate, any inquiries inquiry, proposal or the making of offer (including any proposal or offer with respect to, to its shareholders) that constitutes or that would reasonably may be expected to lead result in any Competing Transaction, or (ii) engage in, continue or otherwise participate in any discussions or negotiations with, or provide any nonpublic information with respect to a any Group Company to, any Third Party in furtherance of or in order to obtain any inquiry, proposal or offer for, that constitutes or would reasonably be expected to result in any Competing Transaction Transaction, (as defined in the Merger Agreement)iii) agree to, approve, endorse, recommend or consummate, or enter into any letter of intent or maintain Contract (other than an Acceptable Confidentiality Agreement) or continue discussions commitment contemplating or negotiate with otherwise relating to, any person proposal or entity offer that constitutes or would reasonably be expected to result in furtherance of such inquiries or to obtain a Competing Transaction, or agree to or endorse any Competing Transaction, other than with Parent (iv) grant any waiver, amendment or an affiliate release under any standstill, confidentiality or similar agreement or Takeover Statutes, or (v) agree or authorize to do any of Parentthe foregoing. The Shareholder shall promptly (but in any event within 24 hours) notify Parent if any proposal or offer, or any inquiry or contact, constituting or regarding a Competing Transaction is madeCompany shall, and shall cause its Subsidiaries and the Shareholder shall promptly inform Parent as to the material details of any such proposal, offer, inquiry or contact, including the identity Representatives of the party making any such proposalCompany and its Subsidiaries to, offer, inquiry or contact, and, if in writing, promptly deliver or cause to be delivered to Parent a copy of such proposal, offer, inquiry or contact and any other written material reasonably relating thereto. The Shareholder immediately shall cease and cause to be terminated all existing discussions or negotiations with any parties Third Parties conducted heretofore with respect to a Competing Transaction. Notwithstanding the provisions Transaction or any inquiry, proposal or offer that would reasonably be expected to result in a Competing Transaction and immediately revoke or withdraw access of this Section 3.3any Third Party to any nonpublic information concerning any Group Company and request, a Shareholder who is also a director and use its reasonable efforts to cause, all such Third Parties to promptly return or officer of the Company may take any action in his capacity as destroy all such (including complying with or exercising his fiduciary duties as a member of the Board of Directors of the Company) as is not limited by the terms of the Merger Agreementnonpublic information.

No Solicitation of Transactions. The Shareholder(a) Seller shall immediately cease and cause to be terminated any existing discussions or negotiations relating to a Competing Proposal (as defined below), subject other than with respect to the last sentence of this Section 3.3Mergers, agrees that from the date of this Agreement until the Termination Date, the Shareholder shall with any parties conducted heretofore. Seller will not, directly or indirectly, nor, in case the Shareholder is a corporation or other entity, shall it and will not authorize or knowingly permit any of its directors, officers or employees or any officers, employees, accountants, consultants, legal counsel, agents, investment bankerbankers and other advisors (collectively, financial advisor, attorney, accountant or other representative retained by it “Advisors”) of Seller or any of its the Seller Subsidiaries (collectively, the "REPRESENTATIVES") to, directly or indirectly, solicitinitiate, initiate solicit or encourage (including by means way of furnishing nonpublic informationinformation or assistance), or knowingly take any other action to or facilitate, any inquiries or the making of any proposal or offer with respect tothat constitutes, or that would reasonably may be expected to lead to a proposal or offer forto, any Competing Transaction (as defined in the Merger Agreement)Proposal, or enter into or maintain or continue discussions or negotiate with any person or entity in furtherance of or relating to such inquiries or to obtain a Competing TransactionProposal, or agree to or endorse any Competing TransactionProposal or authorize or permit any Advisor of Seller or any Seller Subsidiary to take any such action, other than with Parent or an affiliate of Parent. The Shareholder and Seller shall promptly (but and in any event within 24 hoursone (1) business day of Seller’s knowledge notify Parent the Company if any proposal such inquiries or offer, or any inquiry or contact, constituting or proposals are made regarding a Competing Transaction is madeProposal, and Seller shall provide the Shareholder shall Company, as promptly inform Parent as to practicable, oral and written notice setting forth the material details terms of any material amendments to such proposalproposals; provided, offerhowever, inquiry that prior to such time as the stockholders of Seller shall have adopted and approved this Agreement in accordance with the DGCL, nothing contained in this Agreement shall prohibit the Board of Directors of Seller from, in connection with a Competing Proposal that the Board of Directors of Seller in good faith, after consultation with its outside counsel and financial advisor, concludes is likely to result in, or contactconstitutes, including the identity of the party making any such proposala Superior Competing Transaction (as defined below), offerfurnishing information to, inquiry or contact, and, if in writing, promptly deliver or cause to be delivered to Parent a copy of such proposal, offer, inquiry or contact and any other written material reasonably relating thereto. The Shareholder immediately shall cease and cause to be terminated all existing entering into discussions or negotiations with with, any parties conducted heretofore with respect person that makes an unsolicited bona fide proposal to acquire Seller pursuant to a Competing Transaction. Notwithstanding merger, consolidation, share exchange, business combination or other similar transaction, if, and only to the provisions extent that, (A) the Board of this Section 3.3Directors of Seller, a Shareholder who is also a director or officer of the Company may after consultation with its outside counsel, determines in good faith that failure to take any such action in his capacity as such (including complying with or exercising his fiduciary duties as a member would be reasonably likely to constitute failure of the Board of Directors of Seller to comply with its fiduciary duties to stockholders imposed by Delaware law, (B) prior to furnishing such information to, or entering into discussions or negotiations with, such person, Seller provides written notice to the CompanyCompany to the effect that is furnishing information to, or entering into discussions or negotiations with, such person, (C) as is not limited by prior to furnishing such information to such person, Seller receives from such person an executed confidentiality agreement, and (D) Seller keeps the terms Company informed, on a current basis, of the Merger Agreementstatus and details of any such discussions or negotiations. Nothing contained in this Agreement shall prohibit Seller or the Board of Directors of Seller from complying with Rule 14e-2 or Rule 14d-9 promulgated under the Exchange Act.

No Solicitation of Transactions. The ShareholderCompany shall immediately cease and cause to be terminated all existing discussions or negotiations relating to a Competing Transaction (as defined below), subject other than with respect to the last sentence of this Section 3.3Transactions, agrees that from the date of this Agreement until the Termination Date, the Shareholder shall with any parties conducted heretofore. The Company will not, directly or indirectly, nor, in case the Shareholder is a corporation or other entity, shall it authorize or permit any of and will instruct its directors, officers or employees or any investment banker, financial advisor, attorney, accountant or other representative retained by it or any of its Subsidiaries (collectively, the "REPRESENTATIVES") Representatives not to, directly or indirectly, solicitinitiate, initiate solicit or encourage (including by means way of furnishing nonpublic informationinformation or assistance), or take any other action to facilitate, any inquiries or the making of any proposal or offer with respect tothat constitutes, or that may reasonably may be expected to lead to a proposal or offer forto, any Competing Transaction (as defined in the Merger Agreement)Transaction, or enter into or maintain or continue discussions or negotiate with any person or entity in furtherance of or relating to such inquiries or to obtain a Competing Transaction, or agree to or endorse any Competing Transaction, other than with Parent or an affiliate authorize or permit any Representative of Parent. The Shareholder the Company or any of its Subsidiaries to take any such action, the Company shall use its best efforts to cause the Representatives of the Company and its Subsidiaries not to take any such action, the Company shall promptly (but in any event within 24 hours) notify Parent Purchaser if any proposal such inquiries or offer, or any inquiry or contact, constituting or proposals are made regarding a Competing Transaction is madeTransaction, and the Shareholder Company shall promptly inform Parent Purchaser as to the material details of any such proposal, offer, inquiry or contact, including the identity of the party making any such proposal, offer, inquiry or contact, proposal and, if in writing, promptly deliver or cause to be delivered to Parent Purchaser a copy of such proposal, offer, inquiry or contact and any other written material reasonably relating theretoproposal. The Shareholder immediately Company shall cease keep Purchaser informed, on a current basis, of the details of any such inquiries and cause the status and terms of any such proposals; provided, however, that prior to be terminated all existing the time of acceptance for payment -------- ------- of at least a majority of Shares pursuant to the Offer, nothing contained in this Section 6.3 shall prohibit the Board of Directors of the Company from (i) furnishing information to, or entering into discussions or negotiations with with, any parties conducted heretofore with respect to person that after the date hereof makes an unsolicited bona fide proposal regarding a Competing Transaction or agreeing to or endorsing any Competing Transaction. Notwithstanding , if, and only to the provisions of this Section 3.3extent that, a Shareholder who is also a director or officer of the Company may take any action in his capacity as such (including complying with or exercising his fiduciary duties as a member of A) the Board of Directors of the Company) as , after consultation with and based upon the advice of independent legal counsel, determines in good faith that such action is not limited required for the Board of Directors of the Company to comply with its fiduciary duties to stockholders imposed by the terms DGCL, (B) prior to furnishing such information to, or entering into discussions or negotiations with such person or agreeing to or endorsing any Competing Transaction, the Board of Directors of the Merger Company determines in good faith, after consultation with and based upon the advice of a financial advisor of a nationally recognized reputation, that such Competing Transaction is a Superior Proposal, (C) prior to furnishing such information to, or entering into discussions or negotiations with, such person, the Company provides written notice to Purchaser to the effect that it is furnishing information to, or entering into discussions or negotiations with, such person, (D) prior to furnishing such information to such person, the Company receives from such person an executed confidentiality agreement with terms no less favorable to the Company than those contained in the Confidentiality Agreement, and (E) such information to be so furnished has been previously delivered to Purchaser; or (ii) complying with Rule 14e-2 promulgated under the Exchange Act with regard to a Competing Transaction.

No Solicitation of Transactions. The Shareholder(a) Notwithstanding anything to the contrary in Section 5.1, and subject to the last sentence of this Section 3.35.3(b), agrees that from and after the date hereof until the Effective Time or, if earlier, the termination of this Agreement until the Termination Datein accordance with Article 7, the Shareholder Company shall not, directly or indirectly, nor, in case and shall cause the Shareholder is a corporation or other entity, shall it authorize or permit any of its directors, officers or employees or any investment banker, financial advisor, attorney, accountant or other representative retained by it or any of its Company Subsidiaries (collectively, and the "REPRESENTATIVES") Company Representatives not to, directly or indirectly: (i) solicit, initiate, seek or knowingly encourage, induce or facilitate or take any action to solicit, initiate or encourage (including by means seek or knowingly encourage, induce or facilitate any inquiry, expression of furnishing nonpublic information)interest, or take any other action to facilitate, any inquiries or the making of any proposal or offer with respect tothat constitutes, relates to or that could reasonably may be expected to lead to a proposal or offer foran Acquisition Proposal, any Competing Transaction (as defined in the Merger Agreement)ii) enter into, or enter into or participate in, maintain or continue any discussions or negotiate negotiations relating to, or that could reasonably be expected to lead to, any Acquisition Proposal with any person or entity in furtherance of such inquiries or to obtain a Competing Transaction, or agree to or endorse any Competing Transaction, Person other than with Parent or the Purchaser, (iii) furnish to any Person other than Parent or the Purchaser any non-public information in connection with or in response to an affiliate Acquisition Proposal or an inquiry or indication of Parent. The Shareholder shall promptly interest that could reasonably be expected to lead to an Acquisition Proposal or (but in iv) enter into any event within 24 hours) notify Parent if agreement, letter of intent or Contract providing for the consummation of any proposal or offer, otherwise relating to any Acquisition Proposal or any inquiry or contact, constituting or regarding a Competing Transaction is made, and the Shareholder shall promptly inform Parent as to the material details of any such proposal, offer, inquiry or contact, including the identity of the party making any such proposal, offer, inquiry or contact, and, if in writing, promptly deliver or cause offer that could reasonably be expected to be delivered lead to Parent a copy of such proposal, offer, inquiry or contact and any other written material reasonably relating theretoan Acquisition Proposal. The Shareholder Company shall immediately shall cease and cause to be terminated any and all existing activities, discussions or negotiations with any parties Persons conducted heretofore on or prior to the date of this Agreement with respect to a Competing Transaction. Notwithstanding any Acquisition Proposal, and shall promptly after the provisions date of this Section 3.3, Agreement instruct each Person that has in the twelve months prior to the date of this Agreement executed a Shareholder who is also a director confidentiality agreement relating to an Acquisition Proposal with or officer for the benefit of the Company may take any action to promptly return or destroy in his capacity as such (including complying accordance with or exercising his fiduciary duties as a member of the Board of Directors of the Company) as is not limited by the terms of such confidentiality agreement all information, documents and materials relating to the Merger AgreementAcquisition Proposal or to the Company or any Company Subsidiary and their respective businesses previously furnished by or on behalf of the Company or any Company Subsidiary or any Company Representatives.

No Solicitation of Transactions. (a) The Shareholder, subject to the last sentence of this Section 3.3, Company agrees that from the date of this Agreement until the Termination Date, the Shareholder shall it will not, directly or indirectly, nor, in case the Shareholder is a corporation or other entity, shall nor will it authorize or permit any of its directorsSubsidiaries to, officers or employees or any investment banker, financial advisor, attorney, accountant or other representative retained by and that it or any of will instruct and cause its Subsidiaries (collectively, the "REPRESENTATIVES") Representatives not to, directly or indirectly, (i) solicit, initiate or knowingly encourage (including by means way of furnishing nonpublic non-public information), or take any other action to knowingly facilitate, any inquiries or the making of any proposal or offer with respect to, or that reasonably may be expected to lead to a (including any proposal or offer forto the Company’s stockholders), with respect to any Competing Transaction Company Transaction, (as defined ii) enter into, maintain, continue or otherwise engage or participate in the Merger Agreement), or enter into or maintain or continue any discussions or negotiate negotiations with any person or entity Person in furtherance of such inquiries or to obtain a proposal or offer with respect to a Competing Company Transaction, (iii) agree to, approve, endorse, recommend or agree to or endorse consummate any Competing Company Transaction, other than with Parent (iv) enter into any Competing Company Transaction Agreement or an affiliate (v) resolve, propose or agree, or authorize or permit any Representative, to do any of Parentthe foregoing. The Shareholder shall promptly (but in any event within 24 hours) notify Parent if any proposal or offer, or any inquiry or contact, constituting or regarding a Competing Transaction is madeCompany shall, and the Shareholder shall promptly inform Parent as to the material details of any such proposalcause its Subsidiaries to, offerand shall instruct and cause its Representatives to, inquiry or contact, including the identity of the party making any such proposal, offer, inquiry or contact, and, if in writing, promptly deliver or cause to be delivered to Parent a copy of such proposal, offer, inquiry or contact and any other written material reasonably relating thereto. The Shareholder immediately shall cease and cause to be terminated all existing discussions or negotiations with any parties Persons (other than Parent and its Affiliates) conducted heretofore prior to the execution of this Agreement by the Company or any of its Subsidiaries or Representatives with respect to a Competing Company Transaction. Notwithstanding the provisions of this Section 3.3The Company shall not, a Shareholder who is also a director or officer of and shall cause its Subsidiaries not to, and the Company may shall instruct and cause its Representatives not to, release any third party from, or waive any provision of, any confidentiality or standstill agreement to which it or one of its Affiliates is a party in connection with a Competing Company Transaction, unless the Company Board determines in its good faith judgment, after consulting with outside legal counsel, that failure to take any such action in his capacity as such (including complying would be inconsistent with or exercising his the Company Board’s fiduciary duties as to the Company or its stockholders under Applicable Law. The Company shall, and shall cause its Subsidiaries to, promptly request each Person (other than Parent and its Affiliates) that has heretofore executed a member confidentiality agreement with the Company or any of its Subsidiaries in connection with such Person’s consideration of a Competing Company Transaction (whether by merger, acquisition of stock or assets or otherwise), to return (or if permitted by the Board of Directors of the Companyapplicable confidentiality agreement, destroy) as is not limited all information required to be returned (or, if applicable, destroyed) by such Person under the terms of the Merger Agreementapplicable confidentiality agreement and, if requested by Parent, to seek to enforce such Person’s obligation to do so.

No Solicitation of Transactions. The Shareholder, subject to Section 5.6.1 None of the last sentence of this Section 3.3, agrees that from the date of this Agreement until the Termination Date, the Shareholder shall notCompany or any Company Subsidiary shall, directly or indirectly, nor, in case take (and the Shareholder is a corporation or other entity, Company shall it not authorize or permit the Company Representatives or, to the extent within the Company’s control, other affiliates to take) any action to (A) encourage (including by way of its directors, officers or employees or any investment banker, financial advisor, attorney, accountant or other representative retained by it or any of its Subsidiaries (collectively, the "REPRESENTATIVES") to, directly or indirectlyfurnishing non-public information), solicit, initiate or encourage facilitate any Acquisition Proposal, (including B) enter into any agreement with respect to any Acquisition Proposal or enter into any agreement, arrangement or understanding requiring it to abandon, terminate or fail to consummate the Merger or any other transaction contemplated by means of furnishing nonpublic information)this Agreement or (C) participate in any way in discussions or negotiations with, or furnish any information to, any person in connection with, or take any other action to facilitate, facilitate any inquiries or the making of any proposal or offer with respect tothat constitutes, or that could reasonably may be expected to lead to, any Acquisition Proposal; provided, however, that if, at any time prior to the obtaining of the Company’s stockholders’ approval of the Merger, the Receiver determines in good faith, after consultation with outside counsel, that it would otherwise constitute a breach of the Receiver’s fiduciary duties to stockholders, the Company may, in response to a proposal or offer forSuperior Proposal and subject to the Company’s compliance with Section 5.4 and Section 5.6.2, any Competing Transaction (as defined x) furnish information with respect to the Company and the Company Subsidiaries to the person making such Superior Proposal pursuant to a customary confidentiality agreement the benefits of the terms of which are no more favorable to the other party to such confidentiality agreement than those in the Merger Agreement), or enter into or maintain or continue discussions or negotiate with any person or entity in furtherance of such inquiries or to obtain a Competing Transaction, or agree to or endorse any Competing Transaction, other than place with Parent or an affiliate and (y) participate in discussions with respect to such Superior Proposal. Upon execution of Parent. The Shareholder shall promptly (but in any event within 24 hours) notify Parent if any proposal or offerthis Agreement, or any inquiry or contact, constituting or regarding a Competing Transaction is made, and the Shareholder shall promptly inform Parent as to the material details of any such proposal, offer, inquiry or contact, including the identity of the party making any such proposal, offer, inquiry or contact, and, if in writing, promptly deliver or cause to be delivered to Parent a copy of such proposal, offer, inquiry or contact and any other written material reasonably relating thereto. The Shareholder immediately Company shall cease immediately and cause to be terminated any and all existing discussions or negotiations with any parties conducted heretofore with respect to a Competing Transaction. Notwithstanding the provisions of this Section 3.3, a Shareholder who is also a director or officer an Acquisition Proposal and promptly request that all confidential information with respect thereto furnished on behalf of the Company may take any action in his capacity as such (including complying with or exercising his fiduciary duties as a member of the Board of Directors of the Company) as is not limited by the terms of the Merger Agreementbe returned.

No Solicitation of Transactions. Section 5.4.1 The ShareholderCompany agrees that, subject prior to the last sentence of this Section 3.3Effective Time, agrees that from the date of this Agreement until the Termination Date, the Shareholder it shall not, and shall not authorize or permit any Company Subsidiary or Company Representative, directly or indirectly, nor, in case the Shareholder is a corporation or other entity, shall it authorize or permit to take any action to (A) encourage (including by way of its directors, officers or employees or any investment banker, financial advisor, attorney, accountant or other representative retained by it or any of its Subsidiaries (collectively, the "REPRESENTATIVES") to, directly or indirectlyfurnishing non-public information), solicit, initiate or encourage facilitate any Acquisition Proposal, (including B) enter into any agreement with respect to any Acquisition Proposal or enter into any agreement, arrangement or understanding requiring it to abandon, terminate or fail to consummate the Offer or the Merger or any other transaction contemplated by means of furnishing nonpublic information)this Agreement or (C) participate in any way in discussions or negotiations with, or furnish any information to, any person in connection with, or take any other action to facilitate, facilitate any inquiries or the making of any proposal or offer with respect tothat constitutes, or that could reasonably may be expected to lead to, any Acquisition Proposal; provided, however, that if, at any time prior to the consummation of the Offer, the Company Board determines in good faith, after receiving advice of outside counsel, that it would otherwise constitute a breach of its fiduciary duties to stockholders, the Company may, in response to a proposal or offer forSuperior Proposal and subject to the Company’s compliance with Section 5.3.2, any Competing Transaction (as defined 1) furnish information with respect to the Company and the Company Subsidiaries to the person making such Superior Proposal pursuant to a customary confidentiality agreement (which will include customary standstill provisions) the benefits of the terms of which are no more favorable to the other party to such confidentiality agreement than those in the Merger Confidential Agreement and (2) participate in discussions with respect to such Superior Proposal. Upon execution of this Agreement), or enter into or maintain or continue discussions or negotiate with any person or entity in furtherance of such inquiries or to obtain a Competing Transactionthe Company, or agree to or endorse any Competing Transactionits affiliates and their respective officers, other than with Parent or an affiliate of Parent. The Shareholder shall promptly (but in any event within 24 hours) notify Parent if any proposal or offerdirectors, or any inquiry or contactemployees, constituting or regarding a Competing Transaction is maderepresentatives legal counsel, advisors and the Shareholder shall promptly inform Parent as to the material details of any such proposal, offer, inquiry or contact, including the identity of the party making any such proposal, offer, inquiry or contact, and, if in writing, promptly deliver or cause to be delivered to Parent a copy of such proposal, offer, inquiry or contact and any other written material reasonably relating thereto. The Shareholder immediately agents shall cease immediately and cause to be terminated any and all existing discussions or negotiations with any parties conducted heretofore with respect to a Competing Transaction. Notwithstanding the provisions of this Section 3.3, a Shareholder who is also a director or officer an Acquisition Proposal and promptly request that all confidential information with respect thereto furnished on behalf of the Company may take any action in his capacity as such (including complying with or exercising his fiduciary duties as a member of the Board of Directors of the Company) as is not limited by the terms of the Merger Agreementbe returned.

No Solicitation of Transactions. The Shareholder, subject (a) Subject to the last sentence of this Section 3.3, agrees that from the date of this Agreement until the Termination Date7.03(c)(i), the Shareholder shall Company will not, directly or indirectlyand (A) will cause its Subsidiaries and its and their respective officers, nordirectors and employees, in case the Shareholder is a corporation or and (B) will use its reasonable best efforts to cause its and its Subsidiaries respective investment bankers, attorneys and other entity, shall it authorize or permit any of its directors, officers or employees or any investment banker, financial advisor, attorney, accountant or other representative representatives and agents retained by it the Company or any of its Subsidiaries not to (collectively, the "REPRESENTATIVES"i) to, directly or indirectly, solicit, initiate or knowingly encourage (including by means of furnishing nonpublic information), or take any other action to facilitate, any inquiries or the making of any proposal Acquisition Proposal or offer with respect to, or any inquiries that would reasonably may be expected to lead to a proposal any Acquisition Proposal; (ii) engage in negotiations or offer fordiscussions with, or furnish any information or data to, any Competing Transaction Person relating to an Acquisition Proposal; (as defined iii) enter into any agreement or agreement in the Merger Agreement)principle with respect to any Acquisition Proposal or waive any standstill provision; or (iv) otherwise cooperate with or assist or participate in, or enter into or maintain or continue discussions or negotiate with knowingly facilitate any person or entity in furtherance of such inquiries or to obtain a Competing Transaction, or agree to or endorse any Competing Transaction, other than with Parent or an affiliate of Parent. The Shareholder shall promptly (but in any event within 24 hours) notify Parent if any proposal or offer, Acquisition Proposal or any inquiry or contactthat would reasonably be expected to lead to an Acquisition Proposal. Promptly following the execution of this Agreement, constituting or regarding a Competing Transaction is madethe Company shall, and the Shareholder shall promptly inform Parent as to the material details of any such proposal, offer, inquiry or contact, including the identity of the party making any such proposal, offer, inquiry or contact, and, if in writing, promptly deliver direct or cause to be delivered to Parent a copy of such proposalits Subsidiaries and its and their officers, offerdirectors, inquiry or contact employees and any investment bankers, attorneys and other written material reasonably relating thereto. The Shareholder representatives and agents to, immediately shall cease and cause to be terminated all existing any discussions or negotiations with any parties conducted heretofore that may be ongoing with respect to a Competing Transaction. Notwithstanding any Acquisition Proposal as of the provisions of date hereof; provided, however, that the obligations set forth in this Section 3.3, a Shareholder who is also a director or officer of 7.03(a) shall not prohibit the Company from entertaining an Acquisition Proposal in accordance with Section 7.03(c)(i) that may take be made by any action in his capacity as such (including complying with or exercising his fiduciary duties as a member of Person after the Board of Directors of date hereof, provided, further, that the Company) as ’s release or waiver, in response to an unsolicited inquiry, of any “standstill” to which it is a party shall not limited by the terms of the Merger Agreementviolate this Section 7.03(a).

No Solicitation of Transactions. The Shareholder, subject to the last sentence of this Section 3.3, Company agrees that from the date of this Agreement until the Termination Date, the Shareholder it shall not, directly or indirectlyand shall cause its subsidiaries and its and its subsidiaries' officers, nor, in case the Shareholder is a corporation or other entity, shall it authorize or permit any of its directors, officers or employees or any investment bankeremployees, financial advisorrepresentatives, attorneyagents, accountant or other representative retained by it or any of its Subsidiaries (collectively, the "REPRESENTATIVES") advisors and affiliates not to, directly or indirectly, solicit, initiate or encourage (including by means of furnishing nonpublic information), or take any other action to facilitate, any inquiries or the making of any proposal or offer proposals with respect to, or that reasonably may be expected to lead to a proposal engage in any negotiations concerning, or offer forprovide any confidential information to, or have any Competing Transaction (as defined in the Merger Agreement)discussions with, or enter into or maintain or continue discussions or negotiate with an agreement with, any person relating to any tender or entity exchange offer, proposal for a merger, consolidation or other business combination involving the Company or any of its subsidiaries or any proposal or offer to acquire in furtherance of such inquiries or to obtain any manner a Competing Transactiongreater than 20% equity interest in, or agree to more than 20% of the assets of, the Company or endorse any Competing Transactionof its subsidiaries, other than the Transactions (any of the foregoing, an "Acquisition Proposal"); provided, that the Company may (i) at any time prior to the consummation of the Offer, if the Company is not otherwise in violation of this Section 6.5, furnish information to, and negotiate or otherwise engage in discussions with, any party who delivers a written proposal for an Acquisition Proposal if and so long as the Board of Directors of the Company determines in good faith by a majority vote, based upon advice of its outside legal counsel, that failing to take such action would reasonably be expected to constitute a breach of the fiduciary duties of the Board; and (ii) take a position with Parent respect to the Acquisition Proposal, or an affiliate of Parentamend or withdraw such position, in compliance with Rule 14d-9 or Rule 14e-2 promulgated under the Exchange Act with regard to the Acquisition Proposal. The Shareholder Company also agrees immediately to cease and cause to be terminated any activities, discussions or negotiations conducted prior to the date of this Agreement with any parties other than Purchaser and its affiliates, with respect to any of the foregoing. The Company shall promptly (but and in any event within 24 hours) notify Parent if advise Purchaser following the receipt by it of any proposal or offer, Acquisition Proposal or any inquiry or contact, constituting or regarding a Competing Transaction is made, request relating thereto and the Shareholder shall promptly inform Parent as to the material details of any such proposal, offer, inquiry or contact, substance thereof (including the identity of the party person making such Acquisition Proposal and a copy of any such written proposal, offer, inquiry or contact), and, if in writingconsistent with its fiduciary duties, promptly deliver or cause advise Purchaser of any developments with respect to be delivered to Parent a copy of such proposal, offerAcquisition Proposal, inquiry or contact and any other written material reasonably relating thereto. The Shareholder immediately shall cease and cause to be terminated all existing request promptly upon the occurrence thereof, including the Company's entering into discussions or negotiations with respect thereto. The Company agrees not to release any parties conducted heretofore with respect third party from, or waive any provisions of, any confidentiality or standstill agreement to which the Company is a Competing Transactionparty. Notwithstanding Without limiting the provisions generality of the foregoing, it is understood that any violation of the restrictions set forth in this Section 3.3paragraph by any officer, a Shareholder who is also a director director, employee, representative, agent, advisor or officer affiliate of the Company may take or any action in his capacity as such (including complying with or exercising his fiduciary duties as subsidiary shall be deemed to be a member breach of the Board of Directors of this paragraph by the Company) as is not limited by the terms of the Merger Agreement.

No Solicitation of Transactions. (a) The Shareholder, subject to the last sentence of this Section 3.3, agrees that from the date of this Agreement until the Termination Date, the Shareholder Company shall not, directly or indirectly, nor, in case the Shareholder is a corporation or other entity, shall it authorize or permit immediately cease any of its directors, officers or employees or any investment banker, financial advisor, attorney, accountant or other representative retained by it or any of its Subsidiaries (collectively, the "REPRESENTATIVES") to, directly or indirectly, solicit, initiate or encourage (including by means of furnishing nonpublic information), or take any other action to facilitate, any inquiries or the making of any proposal or offer with respect to, or that reasonably may be expected to lead to a proposal or offer for, any Competing Transaction (as defined in the Merger Agreement), or enter into or maintain or continue discussions or negotiate with any person or entity in furtherance of such inquiries or to obtain a Competing Transaction, or agree to or endorse any Competing Transaction, other than with Parent or an affiliate of Parent. The Shareholder shall promptly (but in any event within 24 hours) notify Parent if any proposal or offer, or any inquiry or contact, constituting or regarding a Competing Transaction is made, and the Shareholder shall promptly inform Parent as to the material details of any such proposal, offer, inquiry or contact, including the identity of the party making any such proposal, offer, inquiry or contact, and, if in writing, promptly deliver or cause to be delivered to Parent a copy of such proposal, offer, inquiry or contact and any other written material reasonably relating thereto. The Shareholder immediately shall cease and cause to be terminated all existing discussions or negotiations negotiations, if any, with any parties conducted heretofore with respect to a Competing Transactionany Takeover Proposal (as defined below). Notwithstanding The Company shall not directly or indirectly, and it shall use its reasonable best efforts to cause its officers, directors, employees, representatives, agents or affiliates, including any investment bankers, attorneys or accountants (collectively, "Representatives") retained by the provisions Company or any of this Section 3.3its Subsidiaries or affiliates not to, (i) solicit, initiate, encourage or otherwise facilitate (including by way of furnishing information) any inquiries or proposals that constitute, or could reasonably be expected to lead to, a Shareholder who is also proposal or offer for a director or officer merger, recapitalization, consolidation, business combination, sale of a substantial portion of the assets of the Company may take any action in his capacity and its Subsidiaries, taken as such a whole, sale of 15% or more of the shares of capital stock (including complying with by way of a tender offer, share exchange or exercising his fiduciary duties exchange offer) or similar or comparable transactions involving the Company or any of its Subsidiaries, other than the transactions contemplated by this Agreement (any of the foregoing inquiries or proposals being referred to in this Agreement as a member "Takeover Proposal"), or (ii) engage in negotiations or discussions concerning, or provide any non-public information to any person or entity relating to, any Takeover Proposal. Notwithstanding anything in this Agreement to the contrary, the Board of Directors of the Company may, at any time prior to adoption of this Agreement by the stockholders of the Company, furnish information (pursuant to a customary confidentiality agreement no more favorable, in the aggregate, to the party receiving information than the Confidentiality Agreement (it being understood that the Company may enter into a confidentiality agreement without a standstill or with a standstill provision less favorable to the Company if it waives or similarly modifies the standstill provision in the Confidentiality Agreement; provided that in no circumstances shall any such standstill provision in any such further confidentiality agreement be more favorable with respect to the purchase of shares of Company Common Stock)) to, or engage in discussions or negotiations with, any person in response to an unsolicited bona fide written Takeover Proposal of such person, if, and only to the extent that, (A) the Board of Directors of the Company, after consultation with its financial advisors and outside legal counsel to the Company, determines in good faith that such Takeover Proposal could reasonably be expected to constitute a Superior Proposal (as defined herein) as and (B) prior to furnishing such information to, or entering into discussions or negotiations with, such person, the Company provides written notice to Newco to the effect that it is not limited by furnishing information 36 to, or entering into discussions or negotiations with, such person and the terms of the Merger AgreementCompany complies with Section 6.5(c).

No Solicitation of Transactions. The Shareholder, subject to (a) Until the last sentence earlier of this Section 3.3, agrees that from the date Effective Time and termination of this Agreement until the Termination Datepursuant to Article VIII, except pursuant to Section 6.04(b), the Shareholder shall notCompany agrees that neither it nor any of its Subsidiaries will, and that it will cause its and its Subsidiaries’ Representatives (including any investment banker, attorney or accountant retained by any Group Company) not to, in each case, directly or indirectly, nor, in case the Shareholder is a corporation or other entity, shall it authorize or permit any of its directors, officers or employees or any investment banker, financial advisor, attorney, accountant or other representative retained by it or any of its Subsidiaries (collectively, the "REPRESENTATIVES"i) to, directly or indirectly, solicit, initiate or initiate, knowingly encourage (including by means way of furnishing nonpublic informationinformation concerning any Group Company), or take any other action to knowingly facilitate, any inquiries or the making of any proposal or offer with respect to(including any proposal or offer to its shareholders) that constitutes, or that would reasonably may be expected to lead to a proposal or offer forto, any Competing Transaction Transaction, (as defined in the Merger Agreement)ii) enter into, or enter into or maintain or continue discussions or negotiate with negotiations with, or provide any person or entity nonpublic information concerning any Group Company to, any Third Party in furtherance of such inquiries or to obtain a proposal or offer for a Competing Transaction, (iii) agree to, approve, endorse, recommend or agree to or endorse consummate any Competing TransactionTransaction or enter into any letter of intent or Contract (other than an Acceptable Confidentiality Agreement) or commitment contemplating or otherwise relating to any Competing Transaction (in each case, other than as permitted pursuant to Section 6.04(c)), or (iv) grant any waiver, amendment or release under any standstill, confidentiality or similar agreement or Takeover Statutes (and the Company shall promptly take all reasonable action necessary to terminate or cause to be terminated any such waiver previously granted with Parent respect to any provision of any such confidentiality, standstill or an affiliate of Parentsimilar agreement or Takeover Statute and to enforce each such confidentiality, standstill and similar agreement). The Shareholder Company shall notify Parent as promptly as practicable (but and in any event within 24 forty-eight (48) hours) notify Parent if ), orally and in writing, of any proposal or offer, or any inquiry or contactcontact between the Company or its Representatives and any Third Party, constituting or regarding a Competing Transaction is madeTransaction, and the Shareholder shall promptly inform Parent as to specifying (x) the material details terms and conditions thereof (including material amendments or proposed material amendments) and providing, if applicable, copies of any written requests, proposals or offers, including proposed agreements, (y) the identity of the party making such proposal or offer or inquiry or contact, unless the disclosure of such identity would be prohibited by a confidentiality agreement in effect on the date hereof and (z) whether the Company has any intention to provide confidential information to such person. The Company shall keep Parent informed, on a reasonably current basis (and in any event within forty-eight (48) hours of the occurrence of any material changes, developments, discussions or negotiations) of the status and terms of any such proposal, offer, inquiry inquiry, contact or contact, including request and of any material changes in the identity status and terms of the party making any such proposal, offer, inquiry inquiry, contact or contactrequest (including the material terms and conditions thereof). Without limiting the foregoing, andthe Company shall provide Parent with forty-eight (48) hours prior notice (or such lesser prior notice as is provided to the members of the Company Board or members of the Special Committee) of any meeting of the Company Board or Special Committee at which the Company Board or Special Committee, if in writingas applicable, promptly deliver or cause is reasonably expected to be delivered to Parent a copy of such proposal, offer, inquiry or contact and consider any other written material reasonably relating theretoCompeting Transaction. The Shareholder Company shall, and shall cause its Subsidiaries and the Representatives of the Company and its Subsidiaries to, immediately shall cease and cause to be terminated terminate all existing discussions or negotiations with any parties conducted heretofore with respect to a Competing TransactionTransaction and immediately revoke or withdraw access of any Third Party to any data room containing any nonpublic information concerning any Group Company and request, and use its reasonable efforts to cause, all such Third Parties to promptly return or destroy all such nonpublic information. Notwithstanding The Company shall not, and shall cause its Subsidiaries not to, enter into any confidentiality agreement with any Third Party subsequent to the provisions date of this Section 3.3, a Shareholder who is also a director or officer of Agreement which prohibits the Company may take any action in his capacity as from providing such (including complying with or exercising his fiduciary duties as a member of the Board of Directors of the Company) as is not limited by the terms of the Merger Agreementinformation to Parent.

No Solicitation of Transactions. The Shareholder(a) Subject to Sections 7.04(b), subject to 7.04(c), 7.04(d) and 7.04(e), none of the last sentence Company or any Subsidiary shall, nor shall any of this Section 3.3, agrees that from the date of this Agreement until the Termination Date, the Shareholder shall notthem authorize or permit, directly or indirectly, norany of their respective officers, in case the Shareholder is a corporation trustees, directors, employees, investment bankers, financial advisors, accountants, attorneys, brokers, finders or other entityagents, shall it authorize advisors or permit any of its directorsrepresentatives (each, officers or employees or any investment banker, financial advisor, attorney, accountant or other representative retained by it or any of its Subsidiaries (collectively, the "REPRESENTATIVES"a “Representative”) to, directly or indirectly, (i) initiate, solicit, initiate knowingly encourage or encourage (including by means of furnishing nonpublic information), or knowingly take any other action to facilitatefacilitate (including by way of furnishing information (other than public information widely disseminated through SEC Reports, press releases or other similar means)) any inquiries or the making of any proposal or offer other action that constitutes, or would reasonably be expected to lead to, any Acquisition Proposal, (ii) initiate or participate in any discussions or negotiations, or furnish to any Person not a party to this Agreement any information in furtherance of any inquiries that would reasonably be expected to lead to an Acquisition Proposal, (iii) enter into any agreement, arrangement or understanding with respect to any Acquisition Proposal (other than a confidentiality agreement referred to in or permitted by Section 7.04(c)), or (iv) fail to make, withdraw or modify in a manner adverse to Parent or publicly propose to withdraw or modify in a manner adverse to Parent the Offer Recommendation or Merger Recommendation (it being understood that, subject to ‎Section 7.04(e), publicly announcing that the Company is taking a neutral position or no position with respect to any Acquisition Proposal shall be considered an adverse modification), recommend, adopt or approve, or publicly propose to recommend, adopt or approve, an Acquisition Proposal (any of the foregoing in this clause ‎(iv), a “Company Adverse Recommendation Change”). The Company shall, and shall cause its Subsidiaries to immediately cease and cause to be terminated, and shall take and cause its Subsidiaries to take, all actions reasonably necessary to cause their respective Representatives to cease, immediately any discussions, negotiations or communications with any party or parties that are currently ongoing with respect to, or that could reasonably may be expected to lead to a proposal or offer forto, an Acquisition Proposal; provided, however, that nothing in this Section 7.04 shall preclude the Company, any Competing Transaction (as defined in Subsidiary or their respective Representatives from complying with the Merger Agreementprovisions of the last sentence of this Section 7.04(a), or enter into or maintain or continue discussions or negotiate with any person or entity in furtherance of such inquiries or to obtain a Competing Transaction, or agree to or endorse any Competing Transaction, other than with Parent or an affiliate of Parent. The Shareholder Company and the Subsidiaries shall be responsible for any failure on the part of their respective Representatives to comply with this Section 7.04(a) or Section 7.04(b). The Company shall promptly request each Person that has heretofore executed a confidentiality agreement on or after January 1, 2007 in connection with a potential transaction with (but in whether by merger, acquisition, stock sale, asset sale or otherwise) the Company or any event within 24 hours) notify Parent if any proposal or offerSubsidiary, or any inquiry material portion of their assets, to return or contact, constituting destroy all confidential information heretofore furnished to such Person by or regarding a Competing Transaction is made, and the Shareholder shall promptly inform Parent as to the material details of any such proposal, offer, inquiry or contact, including the identity of the party making any such proposal, offer, inquiry or contact, and, if in writing, promptly deliver or cause to be delivered to Parent a copy of such proposal, offer, inquiry or contact and any other written material reasonably relating thereto. The Shareholder immediately shall cease and cause to be terminated all existing discussions or negotiations with any parties conducted heretofore with respect to a Competing Transaction. Notwithstanding the provisions of this Section 3.3, a Shareholder who is also a director or officer on behalf of the Company may take or any action in his capacity as such (including complying with or exercising his fiduciary duties as a member of the Board of Directors of the Company) as is not limited by the terms of the Merger AgreementSubsidiary.

No Solicitation of Transactions. The Shareholder, subject to (a) Until the last sentence earlier of this Section 3.3, agrees that from the date Effective Time and termination of this Agreement until the Termination Datepursuant to Article VIII, except pursuant to Section 6.04(b), the Shareholder shall notCompany agrees that neither it nor any of its Subsidiaries will, and that it will cause its and its Subsidiaries’ Representatives (including any investment banker, attorney or accountant retained by any Group Company) not to, in each case, directly or indirectly, nor, in case the Shareholder is a corporation or other entity, shall it authorize or permit any of its directors, officers or employees or any investment banker, financial advisor, attorney, accountant or other representative retained by it or any of its Subsidiaries (collectively, the "REPRESENTATIVES"i) to, directly or indirectly, solicit, initiate or initiate, encourage (including by means way of furnishing nonpublic informationinformation concerning any Group Company), or take any other action to facilitate, any inquiries or the making of any proposal or offer with respect to(including any proposal or offer to its shareholders) that constitutes, or that may reasonably may be expected to lead to a proposal or offer forto, any Competing Transaction Transaction, (as defined in the Merger Agreement)ii) enter into, or enter into or maintain or continue discussions or negotiate with negotiations with, or provide any person or entity nonpublic information concerning any Group Company to, any Third Party in furtherance of such inquiries or to obtain a proposal or offer for a Competing Transaction or any proposal or offer that could reasonably be expected to lead to a Competing Transaction, (iii) agree to, approve, endorse, recommend or agree to or endorse consummate any Competing TransactionTransaction or enter into any letter of intent or Contract or commitment contemplating or otherwise relating, other than or that may reasonably be expected to lead to, to any Competing Transaction or requiring the Company to abandon this Agreement or any of the Transactions, including the Merger, or (iv) grant any waiver, amendment or release under any standstill, confidentiality or similar agreement or Takeover Statutes (and the Company shall promptly take all action necessary to terminate or cause to be terminated any such waiver previously granted with Parent respect to any provision of any such confidentiality, standstill or an affiliate of Parentsimilar agreement or Takeover Statute and to enforce each such confidentiality, standstill and similar agreement). The Shareholder Company shall notify Parent as promptly as practicable (but and in any event within 24 forty-eight (48) hours) notify Parent if ), orally and in writing, of any proposal or offer, or any inquiry or contactcontact between the Company or its Representatives and any Third Party, constituting or regarding a Competing Transaction is madeor that could reasonably be expected to lead to a Competing Transaction, specifying (x) the material terms and conditions thereof (including material amendments or proposed material amendments) and providing, if applicable, copies of any written requests, proposals or offers, including proposed agreements, (y) the identity of the party making such proposal or offer or inquiry or contact, and (z) whether the Shareholder Company has any intention to provide confidential information to such person. The Company shall promptly inform keep Parent as to informed, on a reasonably current basis (and in any event within forty-eight (48) hours of the occurrence of any material details changes, developments, discussions or negotiations) of the status and terms of any such proposal, offer, inquiry inquiry, contact or contact, including request and of any material changes in the identity status and terms of the party making any such proposal, offer, inquiry inquiry, contact or contactrequest (including the material terms and conditions thereof). Without limiting the foregoing, and, the Company shall (A) promptly notify Parent orally and in writing if in writing, promptly deliver or cause it determines to be delivered to Parent initiate actions concerning a copy of such proposal, offer, inquiry inquiry, contact or contact request, in each case as permitted by this Section 6.04, and (B) provide Parent with forty-eight (48) hours prior notice (or such lesser prior notice as is provided to the members of the Company Board or members of the Special Committee) of any other written material meeting of the Company Board or Special Committee at which the Company Board or Special Committee, as applicable, is reasonably relating theretoexpected to consider any Competing Transaction. The Shareholder Company shall, and shall cause its Subsidiaries and the Representatives of the Company and its Subsidiaries to, immediately shall cease and cause to be terminated terminate all existing discussions or negotiations with any parties conducted heretofore with respect to a Competing TransactionTransaction and immediately revoke or withdraw access of any Third Party to any data room containing any nonpublic information concerning any Group Company and request, and use its reasonable efforts to cause, all such Third Parties to promptly return or destroy all such nonpublic information. Notwithstanding The Company shall not, and shall cause its Subsidiaries not to, enter into any confidentiality agreement with any Third Party subsequent to the provisions date of this Section 3.3, a Shareholder who is also a director or officer of Agreement which prohibits the Company may take any action in his capacity as from providing such (including complying with or exercising his fiduciary duties as a member of the Board of Directors of the Company) as is not limited by the terms of the Merger Agreementinformation to Parent.

No Solicitation of Transactions. (a) The ShareholderCompany shall, subject and shall cause its Subsidiaries and shall direct the Company’s Representatives to, immediately cease and cause to the last sentence be terminated any discussions or negotiations with any parties (other than Parent, Merger Sub and Parent’s Representatives) that may be ongoing as of this Section 3.3, agrees that from the date of this Agreement until the Termination Date, the Shareholder with respect to an Alternative Proposal. The Company shall not, directly or indirectly, nor, in case the Shareholder is a corporation or other entity, and shall it authorize or permit any of its directors, officers or employees or any investment banker, financial advisor, attorney, accountant or other representative retained by it or any cause each of its Subsidiaries (collectively, and shall direct the "REPRESENTATIVES") Company’s Representatives not to, directly or indirectly, (i) solicit, initiate or knowingly encourage or facilitate any Alternative Proposal, (including by means of furnishing nonpublic information)ii) enter into any agreement or agreement in principle with respect to an Alternative Proposal or enter into any agreement requiring the Company to abandon, terminate or fail to consummate the Merger or breach its obligations under this Section 4.3, (iii) engage in, participate in or continue in any way any negotiations or discussions regarding, or take furnish or disclose to any other action to facilitate, third party any inquiries or the making of any proposal or offer information with respect to, any Alternative Proposal or (iv) provide access to its properties, books or records or furnish any information to any person with respect to any Alternative Proposal; provided, however, that at any time prior to obtaining the Company Stockholder Approval, in response to an unsolicited written Alternative Proposal that the Special Committee or the Company Board (A) reasonably may believes is bona fide and (B) determines in good faith, after consultation with a financial advisor of nationally recognized reputation, constitutes, or could reasonably be expected to lead to, a Superior Proposal, the Company may, subject to a proposal or offer forcompliance with Section 4.3(b), any Competing Transaction (as defined x) furnish information with respect to the Company and its Subsidiaries to the person making such Alternative Proposal (and its Representatives) pursuant to an executed confidentiality agreement that contains provisions which are no less favorable to the Company than those contained in the Merger Confidentiality Agreement); provided that all such information have previously been made available to Parent or is made available to Parent prior to, or enter into concurrently with, the time it is provided to such person, and (y) participate in discussions with or maintain or continue negotiations with the person making such Alternative Proposal (and its Representatives) regarding such Alternative Proposal. Notwithstanding the foregoing, nothing in this Section 4.3(a) shall prohibit the Company from contacting and engaging in discussions or negotiate with any person or entity in furtherance who has made an unsolicited bona fide written Alternative Proposal after the date of this Agreement solely for the purpose of clarifying such inquiries or to obtain a Competing Transaction, or agree to or endorse Alternative Proposal and any Competing Transaction, other than with Parent or an affiliate of Parent. The Shareholder shall promptly (but in any event within 24 hours) notify Parent if any proposal or offer, or any inquiry or contact, constituting or regarding a Competing Transaction is madematerial terms, and the Shareholder shall promptly inform Parent conditions to consummation, thereof so as to the material details of any determine whether it could be reasonably expected for such proposal, offer, inquiry or contact, including the identity of the party making any such proposal, offer, inquiry or contact, and, if in writing, promptly deliver or cause Alternative Proposal to be delivered to Parent a copy of such proposal, offer, inquiry or contact and any other written material reasonably relating thereto. The Shareholder immediately shall cease and cause to be terminated all existing discussions or negotiations with any parties conducted heretofore with respect lead to a Competing Transaction. Notwithstanding the provisions of this Section 3.3, a Shareholder who is also a director or officer of the Company may take any action in his capacity as such (including complying with or exercising his fiduciary duties as a member of the Board of Directors of the Company) as is not limited by the terms of the Merger AgreementSuperior Proposal.

No Solicitation of Transactions. The Shareholder(a) Subject to Section 5.4(b), subject to the last sentence of this Section 3.3, agrees that from and after the date hereof until the Effective Time or, if earlier, the termination of this Agreement until the Termination Datein accordance with Article 7, the Shareholder Company shall not, directly or indirectly, nor, in case and shall cause the Shareholder is a corporation or other entity, shall it authorize or permit any of its directors, officers or employees or any investment banker, financial advisor, attorney, accountant or other representative retained by it or any of its Company Subsidiaries (collectively, and the "REPRESENTATIVES") Company Representatives not to, directly or indirectly: (i) initiate, solicit, initiate solicit or knowingly facilitate or encourage (including without limitation by means way of furnishing nonpublic providing information)) the submission of any inquiries, proposals or offers or any other efforts or attempts that constitute, or take any other action to facilitate, any inquiries or the making of any proposal or offer with respect to, or that may reasonably may be expected to lead to a proposal or offer forto, any Competing Transaction Acquisition Proposal or engage in any discussions or negotiations with respect thereto, (as defined ii) approve or recommend, or publicly propose to approve or recommend, any Acquisition Proposal, (iii) withdraw, change, amend, modify or qualify, or propose publicly to withdraw, change, amend, modify or qualify, in a manner adverse to Parent or the Merger Agreement)Purchaser, or otherwise make any statement or proposal inconsistent with, the Company Board Recommendation, (iv) enter into any merger agreement, letter of intent, agreement in principle, share purchase agreement, asset purchase agreement, share exchange agreement, option agreement or other similar Contract relating to an Acquisition Proposal or enter into any Contract or maintain agreement in principle requiring the Company to abandon, terminate or continue discussions breach its obligations hereunder or negotiate with any person fail to consummate the transactions contemplated hereby, or entity in furtherance of such inquiries or to obtain a Competing Transaction(v) resolve, propose or agree to do any of the foregoing (any action or endorse any Competing Transactionfailure to act set forth in the foregoing clauses (ii), other than with Parent (iii) or an affiliate (v) (to the extent related to the foregoing clauses (ii) or (iii)), a “Change of ParentBoard Recommendation”). The Shareholder Company shall promptly (but in any event within 24 hours) notify Parent if any proposal or offer, or any inquiry or contact, constituting or regarding a Competing Transaction is made, and the Shareholder shall promptly inform Parent as to the material details of any such proposal, offer, inquiry or contact, including the identity of the party making any such proposal, offer, inquiry or contact, and, if in writing, promptly deliver or cause to be delivered to Parent a copy of such proposal, offer, inquiry or contact and any other written material reasonably relating thereto. The Shareholder immediately shall cease and cause to be terminated all existing discussions any solicitation, encouragement, discussion or negotiations negotiation with any parties Persons conducted heretofore prior to the execution of this Agreement by the Company, the Company Subsidiaries or any of the Company Representatives with respect to a Competing Transaction. Notwithstanding the provisions of this Section 3.3, a Shareholder who is also a director any Acquisition Proposal and cause to be returned or officer destroyed all confidential information provided by or on behalf of the Company may take or any action in his capacity as Company Subsidiary to such (including complying with Person to the extent that the Company is entitled to have such documents returned or exercising his fiduciary duties as a member of the Board of Directors of the Company) as is not limited by the terms of the Merger Agreementdestroyed.

No Solicitation of Transactions. (a) The Shareholder, subject to the last sentence of this Section 3.3, Company agrees that from (i) the date Company and each of this Agreement until the Termination DateSubsidiaries, and the Shareholder shall officers and directors of the Company and each of the Subsidiaries, and any investment banker, attorney or accountant retained by the Company or any of the Subsidiaries will not, directly or indirectly, nor, in case and (ii) the Shareholder is a corporation or other entity, shall it Company will not authorize or permit knowingly permit, and will use its reasonable best efforts to cause, any other agents, employees, advisors and representatives of its directors, officers or employees or any investment banker, financial advisor, attorney, accountant or other representative retained by it or any of its the Company and the Subsidiaries (collectively, the "REPRESENTATIVES") not to, directly or indirectly, : (x) solicit, initiate or knowingly encourage (including by means way of furnishing nonpublic information), or take any other action to facilitate, ) any inquiries or the making of any proposal of offer (including, without limitation, any proposal or offer with respect toto its stockholders) that constitutes, or that may reasonably may be expected to lead to a proposal or offer forto, any Competing Transaction (as defined in the Merger Agreement)Transaction, or (y) enter into or maintain or continue discussions or negotiate negotiations with any person or entity in furtherance of such inquiries or to obtain a proposal or offer for a Competing Transaction, or (z) agree to, approve, endorse or recommend any Competing Transaction or enter into any letter of intent or other contract, agreement or commitment contemplating or otherwise relating to or endorse any Competing Transaction, other than with Parent or an affiliate of Parent. The Shareholder Company shall notify Parent as promptly as reasonably practicable (but and in any event within 24 hoursone (1) notify Parent business day after the Company attains knowledge thereof), orally and in writing, if any proposal or offer, or any inquiry or contactcontact with any person with respect thereto, constituting or regarding a Competing Transaction is made, and the Shareholder shall promptly inform Parent as to specifying the material details of any such proposal, offer, inquiry or contact, including terms and conditions thereof and the identity of the party making any such proposal, offer, inquiry proposal or contact, and, if in writing, promptly deliver offer or cause to be delivered to Parent a copy of such proposal, offer, inquiry or contact (including material amendments or proposed material amendments). As of the date of this Agreement, the Company shall, and shall direct or cause its and the Subsidiaries’ directors, officers, employees, representatives and agents to, immediately cease any other written material reasonably relating thereto. The Shareholder immediately shall cease and cause to be terminated all existing discussions or negotiations with any parties that may have been conducted heretofore with respect to a Competing Transaction. Notwithstanding the provisions of this Section 3.3The Company shall not release any third party from, or waive any provision of, any confidentiality or standstill agreement to which it is a Shareholder who is also a director or officer of party; provided that the Company may take waive the confidentiality provisions of any action such agreement to the extent such a waiver is in his capacity as such (including complying the ordinary course of its business consistent with or exercising his fiduciary duties as a member of the Board of Directors of the Company) as is not limited by the terms of the Merger Agreementpast practice.

No Solicitation of Transactions. The Shareholder, subject to the last sentence of this Section 3.3, agrees that from the date of Until this Agreement until shall have been terminated pursuant to Section 8.01, neither the Termination Date, the Shareholder shall notCompany nor any Subsidiary shall, directly or indirectly, northrough any officer, in case the Shareholder is a corporation or other entity, shall it authorize or permit any of its directors, officers or employees director or any agent, investment banker, financial advisor, attorney, accountant or other representative retained by it the Company or any of its Subsidiaries (collectively, the "REPRESENTATIVES") to, directly Subsidiary or indirectlyotherwise, solicit, initiate or encourage (including by means of furnishing nonpublic information), or take any other action to facilitate, any inquiries or the making submission of any proposal or offer from any person relating to any acquisition or purchase of all or (other than in the ordinary course of business) any substantial portion of the assets of, or any equity interest in, the Company (including, without limitation, any take-over bid or tender offer or exchange offer, merger, consolidation or similar transaction involving the Company or any of its subsidiaries (other than the transactions contemplated by this Agreement) (any of such transactions being an "Acquisition Transaction") or any business combination with the Company or, except to the extent required by fiduciary obligations under applicable law as advised by independent counsel, 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 reasonably may be expected nothing contained in this Section 6.05 shall prohibit the Board from furnishing information to, or entering into discussions or negotiations with, any person in connection with an unsolicited (from the date of this Agreement) proposal in writing by such person to lead acquire the Company pursuant to a proposal merger, consolidation, share exchange, business combination or offer forother similar transaction or to acquire all or substantially all of the assets of the Company or any of its Subsidiaries, if, and only to the extent that, (i) the Board, after consultation with independent counsel (which may include its regularly engaged independent counsel), determines in good faith that such action is required for the Board to act in a manner that is consistent with its fiduciary duties to stockholders imposed by Delaware Law (such determination having been made by the full Board and not having been delegated to any Competing Transaction committee thereof) and (as defined ii) prior to furnishing such information to, or entering into discussions or negotiations with, such person the Company obtains from such person an executed confidentiality agreement on terms no less favorable to the Company than those contained in the Merger Confidentiality Agreement), or enter into or maintain or continue discussions or negotiate with any person or entity in furtherance of such inquiries or to obtain a Competing Transaction, or agree to or endorse any Competing Transaction, other than with Parent or an affiliate of Parent. The Shareholder shall promptly (but in any event within 24 hours) notify Parent if any proposal or offer, or any inquiry or contact, constituting or regarding a Competing Transaction is made, and the Shareholder shall promptly inform Parent as to the material details of any such proposal, offer, inquiry or contact, including the identity of the party making any such proposal, offer, inquiry or contact, and, if in writing, promptly deliver or cause to be delivered to Parent a copy of such proposal, offer, inquiry or contact and any other written material reasonably relating thereto. The Shareholder Company immediately shall cease and cause to be terminated all existing discussions or negotiations with any parties conducted heretofore with respect to a Competing Transaction. Notwithstanding the provisions of this Section 3.3, a Shareholder who is also a director or officer any of the foregoing. The Company may take shall notify Parent promptly if any action in his capacity as such (including complying proposal or offer, or any inquiry or contact with any person with respect thereto, is made after the execution hereof. The Company agrees not to release any third party from, or exercising his waive any provision of, any confidentiality or, subject to the fiduciary duties as a member of the Board of Directors of Board, standstill agreement to which the Company) as Company is not limited by the terms of the Merger Agreementor may become a party.

No Solicitation of Transactions. The Shareholder, subject to the last sentence of (a) (i) Except as set forth in this Section 3.37.5, agrees that from until the date earlier of the Control Date or the termination of this Agreement until in accordance with the Termination Dateterms hereof, the Shareholder Company and the Company Subsidiaries shall not, directly or indirectly, nor, in case the Shareholder is a corporation or other entity, nor shall it they authorize or knowingly permit any of its directors, officers or employees or any investment banker, financial advisor, attorney, accountant or other representative retained by it or any of its Subsidiaries (collectively, the "REPRESENTATIVES") their respective Representatives to, directly or indirectly, indirectly (A) solicit, initiate initiate, knowingly encourage or encourage (including by means of furnishing nonpublic information), or take knowingly facilitate any other action to facilitate, any inquiries Acquisition Proposal or the making of thereof to the Company or its shareholders; (B) enter into, continue or otherwise participate in any proposal discussions or offer with respect negotiations regarding, or furnish any non-public information to, or that reasonably may be expected to lead to a proposal or offer forotherwise cooperate in any way with, any Competing Transaction person (as defined in the Merger Agreement), or enter into or maintain or continue discussions or negotiate with any person or entity in furtherance of such inquiries or to obtain a Competing Transaction, or agree to or endorse any Competing Transaction, other than with Parent or an affiliate of Parent. The Shareholder shall promptly (but in any event within 24 hours, Purchaser and their Representatives) notify Parent if any proposal or offer, or any inquiry or contact, constituting or regarding a Competing Transaction is made, and the Shareholder shall promptly inform Parent as to the material details of any such proposal, offer, inquiry or contact, including the identity of the party making any such proposal, offer, inquiry or contact, and, if in writing, promptly deliver or cause to be delivered to Parent a copy of such proposal, offer, inquiry or contact and any other written material reasonably relating thereto. The Shareholder immediately shall cease and cause to be terminated all existing discussions or negotiations with any parties conducted heretofore with respect to a Competing Transactionany Acquisition Proposal; (C) waive, terminate, modify or fail to enforce any provision of any contractual “standstill,” confidentiality or similar obligation of any person other than Parent or its affiliates; or (D) take any action to render any provision of any “fair price,” “moratorium,” “control share acquisition,” “business combination” or other similar anti-takeover statute or any restrictive provision of any applicable anti-takeover provision in the Company’s organizational documents, in each case inapplicable to any person (other than Parent, Purchaser or any of their affiliates) or any Acquisition Proposal (and to the extent permitted thereunder, the Company shall promptly take all steps necessary to terminate any waiver that may have been heretofore granted to any such person or Acquisition Proposal under any such provisions). Notwithstanding Any breach of the foregoing provisions of this Section 3.3, a Shareholder who is also a director or officer 7.5 by any of the Company may take any action in his capacity as such (including complying with Subsidiaries or exercising his fiduciary duties as a member of the Board of Directors of the Company) as is not limited ’s or the Company Subsidiaries’ Representatives shall be deemed to be a breach by the terms of the Merger AgreementCompany.

No Solicitation of Transactions. The Shareholder, subject to (a) Each of the last sentence of this Section 3.3, Company and Parent agrees that from the date of this Agreement until the Termination Date, the Shareholder shall not, directly or indirectly, nor, in case the Shareholder is a corporation or other entity, shall neither it authorize or permit any of its directors, officers or employees or any investment banker, financial advisor, attorney, accountant or other representative retained by it or nor any of its Subsidiaries (collectivelyshall, the "REPRESENTATIVES") and that it shall use its reasonable best efforts to cause its and its Subsidiaries' Representatives not to, directly or indirectly, : (i) solicit, initiate initiate, encourage, knowingly facilitate or encourage induce any inquiry with respect to, or the making, submission or announcement of, any Acquisition Proposal, (including by means of furnishing ii) participate in any discussions or negotiations regarding, or furnish to any person any nonpublic information)information with respect to, or take any other action to facilitate, facilitate any inquiries or the making of any proposal that constitutes or offer may reasonably be expected to lead to, any Acquisition Proposal (except to the extent specifically permitted pursuant to this Section 6.4), (iii) engage in discussions with any person with respect to any Acquisition Proposal, except to notify such person as to the existence of these provisions (except to the extent specifically permitted pursuant to this Section 6.4), (iv) approve, endorse or recommend any Acquisition Proposal with respect to it (except to the extent specifically permitted pursuant to this Section 6.4), or (v) enter into any letter of intent or similar document or any agreement, commitment or understanding contemplating or otherwise relating to any Acquisition Proposal or a transaction contemplated thereby (except for confidentiality agreements specifically permitted pursuant to Section 6.4(c)). Except as permitted by Section 6.4(c) hereof and subject to compliance with its terms, each of the Company and Parent shall immediately terminate, and shall cause its Subsidiaries and its and its Subsidiaries' Representatives to immediately terminate, all discussions or negotiations, if any, with any third party with respect to, or any that could reasonably may be expected to lead to or contemplate the possibility of, an Acquisition Proposal. Each of the Company and Parent shall immediately demand that each person which has heretofore executed a proposal or offer for, any Competing Transaction (as defined in the Merger Agreement), or enter into or maintain or continue discussions or negotiate confidentiality agreement with any person or entity in furtherance of such inquiries or to obtain a Competing Transaction, or agree to or endorse any Competing Transaction, other than with Parent or an affiliate of Parent. The Shareholder shall promptly (but in any event within 24 hours) notify Parent if any proposal or offer, it or any inquiry of its Affiliates or contact, constituting Subsidiaries or regarding a Competing Transaction is made, and the Shareholder shall promptly inform Parent as to the material details any of any such proposal, offer, inquiry its or contact, including the identity of the party making any such proposal, offer, inquiry its Affiliates' or contact, and, if in writing, promptly deliver or cause to be delivered to Parent a copy of such proposal, offer, inquiry or contact and any other written material reasonably relating thereto. The Shareholder immediately shall cease and cause to be terminated all existing discussions or negotiations with any parties conducted heretofore Subsidiaries' Representatives with respect to such person's consideration of a Competing Transaction. Notwithstanding the provisions possible Acquisition Proposal to immediately return or destroy (which destruction shall be certified in writing by such person to such party hereunder) all confidential information heretofore furnished by such party or any of this Section 3.3, a Shareholder who is also a director its Affiliates or officer Subsidiaries or any of the Company may take its or its Affiliates' or Subsidiaries' Representatives to such person or any action in his capacity as of such (including complying with person's Affiliates or exercising his fiduciary duties as a member Subsidiaries or any of the Board of Directors of the Company) as is not limited by the terms of the Merger Agreementsuch person's or such person's Affiliates' or Subsidiaries' Representatives.

No Solicitation of Transactions. The Shareholder, subject to the last sentence of this Section 3.3, Company agrees that from the date of this Agreement until the Termination Date, the Shareholder shall not, directly or indirectly, nor, in case the Shareholder is a corporation or other entity, shall neither it authorize or permit nor any of its directorssubsidiaries nor any of the officers and directors of it or its subsidiaries shall, officers or employees or and that it shall direct and cause its and its subsidiaries' employees, agents and representatives (including any investment banker, financial advisor, attorney, attorney or accountant or other representative retained by it or any of its Subsidiaries (collectively, the "REPRESENTATIVES"subsidiaries) not to, directly or indirectly, initiate, solicit, initiate knowingly encourage or encourage otherwise facilitate (including by means way of furnishing nonpublic information), or take any other action to facilitate, ) any inquiries or the making of any proposal or offer with respect toto (i) a merger, reorganization, share exchange, consolidation, business combination, recapitalization, liquidation, dissolution or similar transaction involving it or any of its subsidiaries, or that reasonably may be expected to lead to a (ii) any purchase or sale of all or any significant portion of the assets or 15% or more of the equity securities of it or any of its subsidiaries (any such proposal or offer forbeing hereinafter referred to as an "ACQUISITION PROPOSAL"), and 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 cause its and its subsidiaries' employees, agents and representatives (including any investment banker, attorney or accountant retained by it or any of its subsidiaries) not to, directly or indirectly, have any discussion with or provide any confidential information or data to any person relating to an Acquisition Proposal, or engage in any negotiations concerning an Acquisition Proposal, or otherwise knowingly facilitate any effort or attempt to make or implement an Acquisition Proposal or accept an Acquisition Proposal. Notwithstanding the foregoing, the Company or its Board of Directors shall be permitted to (A) to the extent applicable, comply with Rule 14e-2(a) promulgated under the Exchange Act with regard to an Acquisition Proposal, or (B) engage in any discussions or negotiations with, or provide any information to, any Competing Transaction (as defined person in response to an unsolicited bona fide written Acquisition Proposal by any such person, if and only to the extent that, in the Merger Agreementcase of the actions referred to in clause (B), or enter into or maintain or continue (i) the Company's stockholders meeting relating to the adoption of this Agreement by the stockholders of the Company shall not have occurred, (ii) such Acquisition Proposal constitutes a Superior Proposal and was not solicited by it and did not otherwise result from a breach of this Section 5.4, (iii) the Board of Directors of the Company determines in good faith, based on the advice of its outside legal advisors, that in light of this Superior Proposal, if the Company fails to participate in such discussions or negotiate negotiations with, or provide such information to, the person making such Superior Proposal, it would be in violation of its fiduciary duties under applicable law, (iv) prior to providing any information or data to any person in connection with an Acquisition Proposal by any such person, the Board of Directors of the Company receives from such person an executed confidentiality agreement on terms no less favorable to the Company than those contained in the Confidentiality Agreement and (v) prior to providing any information or data to any person or entity in furtherance entering into discussions or negotiations with any person, the Board of Directors of the Company notifies Parent promptly of such inquiries inquiries, proposals or to obtain a Competing Transactionoffers received by, or agree to or endorse any Competing Transaction, other than with Parent or an affiliate of Parent. The Shareholder shall promptly (but in any event within 24 hours) notify Parent if any proposal or offersuch information requested from, or any inquiry such discussions or contactnegotiations sought to be initiated or continued with, constituting or regarding a Competing Transaction is madeany of its representatives indicating, in connection with such notice, the name of such person and the Shareholder shall material terms and conditions of any proposals or offers. The Company agrees that it will keep Parent informed reasonably promptly inform Parent as to of any material change in the material details terms of any such proposal, offer, inquiry proposals or contact, including the identity of the party making any such proposal, offer, inquiry or contact, and, if offers and will notify Parent 24 hours in writing, promptly deliver or cause to be delivered to Parent a copy of such proposal, offer, inquiry or contact and any other written material reasonably relating theretoadvance before an agreement is reached. The Shareholder Company agrees that it will immediately shall cease and cause to be terminated all any existing activities, discussions or negotiations with any parties conducted heretofore with respect to a Competing Transactionany Acquisition Proposal or similar transaction or arrangement. Notwithstanding The Company agrees that it will take the provisions necessary steps to promptly inform the individuals or entities referred to in the first sentence of this Section 3.3, a Shareholder who is also a director 5.4 of the obligations undertaken in this Section 5.4. Nothing in this Section 5.4 shall (x) permit the Company to terminate this Agreement (except as specifically provided in Article VII hereof) or officer (y) affect any other obligation of the Company may take any action in his capacity as such (including complying with or exercising his fiduciary duties as a member under this Agreement. For purposes of the Board of Directors of the Company) as is not limited by the terms of the Merger Agreement.this Section 5.4, "SUPERIOR

No Solicitation of Transactions. The Shareholder, subject to the last sentence of this Section 3.3, agrees that from the date of this Agreement until the Termination DateCompany, the Principals and the Principal Holdcos shall ensure that no Group Company and none of the directors or officers of any Group Company shall, and each Representative of the Company (including, without limitation, any investment banker, attorney or accountant retained by it or any Group Company), shall be directed not to, and each Selling Shareholder shall not, in each case, directly or indirectly, nor, in case the Shareholder is a corporation or other entity, shall it authorize or permit any of its directors, officers or employees or any investment banker, financial advisor, attorney, accountant or other representative retained by it or any of its Subsidiaries (collectively, the "REPRESENTATIVES"i) to, directly or indirectly, solicit, initiate or encourage (including by means way of furnishing nonpublic informationinformation in a manner designed to encourage), or take any other action to facilitate, any inquiries or discussions (including with any of the Company’s shareholders) or the making of any Competing Proposal (including, without limitation, any proposal or offer with respect toto its shareholders) that constitutes, or that would reasonably may be expected to lead to a proposal or offer forto, any Competing Transaction (as defined in the Merger Agreement)Proposal, or (ii) enter into or into, maintain or continue discussions or negotiate with negotiations with, or provide any nonpublic information relating to any Group Company or the Transactions to, any person or entity in furtherance of such inquiries or to obtain a Competing Transactionconnection with, or in order to obtain, an Competing Proposal, or (iii) agree to, approve, adopt, endorse or recommend (or publicly propose to agree to approve, adopt, endorse or endorse recommend) any Competing TransactionProposal, other than with Parent or an affiliate enter into any letter of Parentintent, confidentiality agreement, term sheet, Contract, commitment, obligation, arrangement or understanding contemplating or otherwise relating to, or consummate, any Competing Proposal, or (iv) authorize or permit any of the officers, directors or Representatives of any Group Company to take any action set forth in clauses (i) through (iii) above. The Shareholder Company shall notify Purchaser in writing as promptly as practicable (but and in any event within 24 hourstwenty-four (24) notify Parent if hours after the Company has knowledge thereof), of any proposal or offer, or any request for information or other inquiry or contactrequest, constituting or regarding a that could reasonably be expected to lead to an Competing Transaction is madeProposal, and the Shareholder shall promptly inform Parent as to specifying (x) the material details terms and conditions thereof (including material amendments or proposed material amendments) and providing, if applicable, copies of any such proposalwritten requests, offer, inquiry proposals or contactoffers, including proposed agreements, (y) the identity of the party making any such proposal, offer, proposal or offer or inquiry or contact, and, if and (z) whether the Company has determined to provide confidential information to such person in writing, promptly deliver or cause to be delivered to Parent a copy of such proposal, offer, inquiry or contact and any other written material reasonably relating thereto. The Shareholder immediately shall cease and cause to be terminated all existing discussions or negotiations with any parties conducted heretofore with respect to a Competing Transaction. Notwithstanding the provisions violation of this Section 3.3, a Shareholder who is also a director or officer of the Company may take any action in his capacity as such (including complying with or exercising his fiduciary duties as a member of the Board of Directors of the Company) as is not limited by the terms of the Merger Agreement7.02.

No Solicitation of Transactions. (a) The Shareholder, subject to the last sentence of this Section 3.3, Company agrees that from the date of this Agreement until the Termination Date, the Shareholder shall it will not, directly or indirectly, nor, in case the Shareholder is a corporation or other entity, shall nor will it authorize or permit any of its directorsSubsidiaries to, officers or employees or any investment banker, financial advisor, attorney, accountant or other representative retained by and that it or any of will instruct and cause its Subsidiaries (collectively, the "REPRESENTATIVES") Representatives not to, directly or indirectly, (i) solicit, initiate or knowingly encourage (including by means way of furnishing nonpublic non-public information), or take any other action to knowingly facilitate, any inquiries or the making of any proposal or offer with respect to, or that reasonably may be expected to lead to a (including any proposal or offer forto the Company’s stockholders), with respect to any Competing Transaction Company Transaction, (as defined ii) enter into, maintain, continue or otherwise engage or participate in the Merger Agreement), or enter into or maintain or continue any discussions or negotiate negotiations with any person or entity Person in furtherance of such inquiries or to obtain a proposal or offer with respect to a Competing Company Transaction, (iii) agree to, approve, endorse, recommend or agree to or endorse consummate any Competing Company Transaction, other than with Parent (iv) enter into any Competing Company Transaction Agreement or an affiliate (v) resolve, propose or agree, or authorize or permit any Representative, to do any of Parentthe foregoing. The Shareholder shall promptly (but in any event within 24 hours) notify Parent if any proposal or offer, or any inquiry or contact, constituting or regarding a Competing Transaction is madeCompany shall, and the Shareholder shall promptly inform Parent as to the material details of any such proposalcause its Subsidiaries to, offerand shall instruct and cause its Representatives to, inquiry or contact, including the identity of the party making any such proposal, offer, inquiry or contact, and, if in writing, promptly deliver or cause to be delivered to Parent a copy of such proposal, offer, inquiry or contact and any other written material reasonably relating thereto. The Shareholder immediately shall cease and cause to be terminated all existing discussions or negotiations with any parties Persons (other than Parent and its Affiliates) conducted heretofore prior to the execution of this Agreement by the Company or any of its Subsidiaries or Representatives with respect to a Competing Company Transaction. Notwithstanding the provisions of this Section 3.3The Company shall not, a Shareholder who is also a director or officer of and shall cause its Subsidiaries not to, and the Company may shall instruct and cause its Representatives not to, release any third party from, or waive any provision of, any confidentiality or standstill agreement to which it or one of its Affiliates is a party in connection with a Competing Company Transaction, unless the Company Board (or a committee thereof) determines in its good faith judgment, after consulting with outside legal counsel, that failure to take any such action in his capacity as such (including complying would be inconsistent with or exercising his the Company Board’s fiduciary duties as to the Company or its stockholders under Applicable Law. The Company shall, and shall cause its Subsidiaries to, promptly request each Person (other than Parent and its Affiliates) that has heretofore executed a member confidentiality agreement with the Company or any of its Subsidiaries in connection with such Person’s consideration of a Competing Company Transaction (whether by merger, acquisition of stock or assets or otherwise), to return (or if permitted by the Board of Directors of the Companyapplicable confidentiality agreement, destroy) as is not limited all information required to be returned (or, if applicable, destroyed) by such Person under the terms of the Merger Agreementapplicable confidentiality agreement and, if requested by Parent, to seek to enforce such Person’s obligation to do so.

No Solicitation of Transactions. The Shareholder, subject to the last sentence of (a) Except as otherwise provided in this Section 3.36.05, agrees that from the date hereof until the Effective Time or, if earlier, the termination of this Agreement until the Termination Datein accordance with its terms, the Shareholder each party hereto shall not, directly or indirectly, nor, in case the Shareholder is a corporation or other entity, and shall it not authorize or knowingly permit any of its directors, officers or employees or any investment banker, financial advisor, attorney, accountant or other representative retained by it or any of its Subsidiaries (collectively, the "REPRESENTATIVES") Representatives to, directly or indirectly, solicit, initiate (i) solicit or encourage (including by means of furnishing nonpublic information)initiate, or take any other action to knowingly encourage, induce or facilitate, any inquiries Competing Transaction Proposal or the making of any inquiry or proposal or offer with respect to, or that may reasonably may be expected to lead to a proposal Competing Transaction Proposal, or offer for(ii) participate in any discussions or negotiations with any person regarding, or furnish to any person any information with respect to, or cooperate in any way with any person (whether or not a person making a Competing Transaction Proposal) with respect to, any Competing Transaction (as defined in the Merger Agreement), or enter into or maintain or continue discussions or negotiate with any person or entity in furtherance of such inquiries or to obtain a Competing Transaction, or agree to or endorse any Competing Transaction, other than with Parent or an affiliate of Parent. The Shareholder shall promptly (but in any event within 24 hours) notify Parent if any proposal or offer, Proposal or any inquiry or contact, constituting or regarding proposal that may reasonably be expected to lead to a Competing Transaction is madeProposal. Each party hereto shall, and the Shareholder shall promptly inform Parent as to the material details of any such proposalinstruct its Representatives to, offer, inquiry or contact, including the identity of the party making any such proposal, offer, inquiry or contact, and, if in writing, promptly deliver or cause to be delivered to Parent a copy of such proposal, offer, inquiry or contact and any other written material reasonably relating thereto. The Shareholder immediately shall cease and cause to be terminated all existing discussions or negotiations with any parties person conducted heretofore with respect to any Competing Transaction Proposal or any inquiry or proposal that may reasonably be expected to lead to a Competing TransactionTransaction Proposal, request the prompt return or destruction of all confidential information previously furnished any such person or its Representatives and immediately terminate all physical and electronic data room access previously granted to any such person or its Representatives. Neither the Trulia Board (or any committee thereof) nor the Zillow Board (or any committee thereof) shall adopt, or propose publicly to adopt, or allow Trulia or any Trulia Subsidiary or Zillow or any Zillow Subsidiary, as the case may be, to execute or enter into, any letter of intent, memorandum of understanding, agreement in principle, merger agreement, acquisition agreement, option agreement, joint venture agreement, alliance agreement, partnership agreement or other agreement or arrangement (other than a confidentiality agreement referred to in this Section 6.05(a)) relating to any Competing Transaction Proposal. Notwithstanding the provisions of this Section 3.3foregoing, a Shareholder who is also a director or officer at any time prior to obtaining Trulia Stockholder Approval, in the case of the Company may take any action Trulia Board, and Zillow Shareholder Approval, in his capacity as such (including complying with or exercising his fiduciary duties as a member the case of the Zillow Board, the Board of Directors of Zillow or Trulia, as the Companycase may be, may, in response to receipt of a bona fide written Competing Transaction Proposal that such Board determines in good faith (after consultation with outside legal counsel and a financial advisor of nationally recognized standing) constitutes or is reasonably expected to result in a Superior Proposal, and which Competing Transaction Proposal did not result from a breach of this Section 6.05(a), subject to compliance with Section 6.05(c), (x) furnish (or cause to be furnished) information with respect to Trulia and its subsidiaries or Zillow and its subsidiaries, as applicable, to the person making such Competing Transaction Proposal (and its Representatives) (provided that all such information has previously been provided to the other party or is provided to the other party prior to or substantially concurrent with the time it is provided to such person) pursuant to a customary confidentiality agreement not limited by less restrictive of such person than the Confidentiality Agreement (other than with respect to “standstill” provisions), and (y) participate in discussions regarding the terms of such Competing Transaction Proposal and the Merger Agreementnegotiation of such terms with, and only with, the person or persons making such Competing Transaction Proposal (and such person’s or persons’ Representatives and financing sources). Without limiting the foregoing, it is agreed that any violation of the restrictions set forth in this Section 6.05(a) by a party’s Subsidiary or any of such Party’s or its Subsidiaries’ Representatives shall constitute a breach of this Section 6.05(a) by such party.

No Solicitation of Transactions. (a) The ShareholderCompany shall, subject and shall cause each Company Subsidiary and Company Representative to, immediately cease and cause to be terminated any existing discussions or negotiations with any Third Parties (other than the last sentence Parent Representatives) that may be ongoing as of this Section 3.3, agrees that from the date of this Agreement until the Termination Date, the Shareholder hereof with respect to a Takeover Proposal. The Company shall not, directly or indirectly, nor, in case the Shareholder is a corporation or other entity, and shall it authorize or permit any of its directors, officers or employees or any investment banker, financial advisor, attorney, accountant or other representative retained by it or any of its Subsidiaries (collectively, the "REPRESENTATIVES") cause each Company Subsidiary and Company Representative not to, directly or indirectly, (i) solicit, initiate or knowingly encourage (including by means way of furnishing nonpublic information), or take any other action to facilitate, any inquiries or the making of any proposal or offer with respect to(including any proposal or offer to the Company’s stockholders) that constitutes, or that may reasonably may be expected to lead to a proposal or offer forto, any Competing Transaction Takeover Proposal, (as defined in the Merger Agreement), or ii) enter into any Takeover Proposal Agreement, (iii) enter into, maintain, continue or maintain otherwise engage or continue participate in any negotiations or discussions or negotiate with any person or entity Person in furtherance of such inquiries or to obtain a Competing Transactionproposal or offer that constitutes, or may reasonably be expected to lead to a Takeover Proposal, (iv) agree to, approve, endorse or recommend any Takeover Proposal, (v) take any action to approve a Third Party becoming an “interested stockholder”, or endorse to approve any Competing Transactiontransaction, other than with Parent for purpose of Section 203 of the DGCL or an affiliate (vi) resolve, propose or agree, or authorize or permit any Company Representative, to do any of Parentthe foregoing. The Shareholder Company acknowledges and agrees that the doing of any of the foregoing by any of the Company Subsidiaries or any Company Representative shall promptly be deemed to be a breach by the Company of this Section 6.4(a). Unless such action would be inconsistent with the Company Board’s fiduciary obligations to the Company and its stockholders under applicable Law (but in which case such release or waiver shall also apply to the Confidentiality Agreement, as applicable), the Company shall not, and shall not permit any event within 24 hours) notify Parent if Company Subsidiary to, release any proposal or offerThird Party from, or waive any inquiry provision of, any confidentiality or contact, constituting or regarding standstill agreement to which it is a Competing Transaction is made, party and the Shareholder shall promptly inform Parent as Company shall, to the material details of any such proposal, offer, inquiry or contact, including the identity of the party making any such proposal, offer, inquiry or contact, and, if in writingextent possible, promptly deliver take all steps necessary to terminate or cause to be delivered to Parent a copy of terminated any such proposal, offer, inquiry or contact and any other written material reasonably relating thereto. The Shareholder immediately shall cease and cause to be terminated all existing discussions or negotiations with any parties conducted heretofore waiver previously granted with respect to any provision of any such confidentiality or standstill agreement. The Company shall promptly request each Person that has heretofore executed a Competing Transaction. Notwithstanding the provisions confidentiality agreement in connection with such Person’s consideration of this Section 3.3acquiring (whether by merger, a Shareholder who is also a director acquisition of stock or officer of assets or otherwise) the Company may take or any action in his capacity as Company Subsidiary, to return (or if permitted by the applicable confidentiality agreement, destroy) all information required to be returned (or, if applicable, destroyed) by such (including complying with or exercising his fiduciary duties as a member of the Board of Directors of the Company) as is not limited by Person under the terms of the Merger Agreementapplicable confidentiality agreement and, if requested by Parent, to enforce such Person’s obligation to do so.

No Solicitation of Transactions. The Shareholder, subject to the last sentence of this Section 3.3, agrees that from From the date hereof until the earlier of (i) the Closing or (ii) termination of this Agreement until the Termination Datepursuant to Article VIII hereof, the Shareholder Seller, Parent and their Affiliates shall not, directly or indirectly, northrough any director, in case the Shareholder is a corporation or other entityofficer, shall it authorize or permit any of its directorsemployee, officers or employees or any investment banker, financial advisor, attorney, accountant or other agent or representative retained by it or any of its Subsidiaries (collectively, the "REPRESENTATIVES") to, directly or indirectly, solicit, initiate or encourage or knowingly facilitate (including by means of furnishing nonpublic non-public information), or take any other action to facilitate, ) any inquiries or the making submission of proposals or offers from any proposal person relating to any acquisition or offer purchase of all or any portion of the ownership interest in Seller or International Subsidiary or of the Purchased Assets (other than in the ordinary course of business) or the Business, and, other than with Buyer or any of its Affiliates, participate in any discussions or negotiations regarding, or furnish to any other person any information with respect to, or that reasonably may be expected to lead to a proposal otherwise cooperate in any way with, or offer forassist or participate in, facilitate or encourage, any Competing Transaction (as defined in effort or attempt by any other person to do or seek any of the Merger Agreement), or enter into or maintain or continue discussions or negotiate with any person or entity in furtherance of such inquiries or to obtain a Competing Transaction, or agree to or endorse any Competing Transaction, other than with foregoing. Seller and Parent or an affiliate of Parent. The Shareholder shall promptly (but in any event within 24 hours) notify Parent if any proposal or offer, or any inquiry or contact, constituting or regarding a Competing Transaction is madeshall, and the Shareholder shall promptly inform Parent as to the material details cause any of any such proposaltheir representatives or Affiliates to, offer, inquiry or contact, including the identity of the party making any such proposal, offer, inquiry or contact, and, if in writing, promptly deliver or cause to be delivered to Parent a copy of such proposal, offer, inquiry or contact and any other written material reasonably relating thereto. The Shareholder immediately shall cease and cause to be terminated all or withdrawn any existing discussions or negotiations with any parties conducted heretofore with respect to a Competing Transactionany of the foregoing (other than in respect of the transactions contemplated hereby). Notwithstanding From the provisions date hereof until the earlier of (i) the Closing or (ii) termination of this Section 3.3Agreement pursuant to Article VIII hereof, a Shareholder who the Seller shall, within two (2) business days, notify Buyer if any such proposal or offer, or any inquiry or contact with any person with respect thereto, is also a director or officer made and shall, in any such notice to Buyer, indicate in reasonable detail the identity of the Company may take any action in his capacity as such (including complying with or exercising his fiduciary duties as a member of the Board of Directors of the Company) as is not limited by offeror and the terms and conditions of the Merger Agreementany proposal or offer.

No Solicitation of Transactions. The ShareholderEach Stockholder agrees that, subject to the last sentence of this Section 3.3, agrees that from between the date of this Agreement until and the Termination Datedate of termination of the Merger Agreement in accordance with its terms, the Shareholder such Stockholder shall not, and shall not permit any of its subsidiaries or any of its or its subsidiaries’ directors, officers or employees to, and shall use its best efforts to cause the investment bankers, attorneys, accountants and other representatives retained by it or any of its subsidiaries not to, directly or indirectly: (i) solicit, norinitiate or knowingly encourage (including by way of furnishing nonpublic information), or take any other action knowingly to facilitate, any inquiries or the making of any proposal or offer that constitutes a Competing Transaction; (ii) enter into or maintain or continue discussions or negotiations with any person or entity in case the Shareholder is furtherance of such inquiries or to obtain a corporation Competing Transaction; (iii) agree to, approve, endorse or recommend any Competing Transaction or enter into any letter of intent or other entitycontract, shall it agreement or commitment contemplating or otherwise relating to any Competing Transaction; or (iv) authorize or permit any of its directorsthe officers, officers directors or employees of such Stockholder or any of its subsidiaries, or any investment banker, financial advisor, attorney, accountant or other representative retained by it or any of its Subsidiaries (collectivelysuch Stockholder, the "REPRESENTATIVES") to, directly or indirectly, solicit, initiate or encourage (including by means of furnishing nonpublic information), or to take any other action to facilitate, any inquiries or the making of any proposal or offer with respect to, or that reasonably may be expected to lead to a proposal or offer for, any Competing Transaction such action. Each Stockholder shall notify Parent as promptly as practicable (as defined in the Merger Agreement), or enter into or maintain or continue discussions or negotiate with any person or entity in furtherance of such inquiries or to obtain a Competing Transaction, or agree to or endorse any Competing Transaction, other than with Parent or an affiliate of Parent. The Shareholder shall promptly (but and in any event within 24 hourstwo days after any senior executive of such Stockholder attains knowledge thereof; provided, however, that if such senior executive is a director of the Company, the notice to Parent required by this Section 3.02 shall be provided within one day after such senior executive attains knowledge thereof) notify Parent if any proposal or offer, or any inquiry or contactcontact with any person with respect thereto, constituting or regarding a Competing Transaction is made, and the Shareholder shall promptly inform Parent as to specifying the material details of any such proposal, offer, inquiry or contact, including terms and conditions thereof and the identity of the party making any such proposal, offer, proposal or offer or inquiry or contact, and, if in writing, promptly deliver or cause to be delivered to Parent a copy of such proposal, offer, inquiry or contact and any other written material reasonably relating thereto. The Shareholder Each Stockholder immediately shall cease and cause to be terminated all existing discussions or negotiations with any parties conducted heretofore with respect to a Competing Transaction. Notwithstanding the provisions of Nothing in this Section 3.33.02 shall prevent any Stockholder from acting in such Stockholder’s capacity as an officer or director of the Company, a Shareholder who is also a director or officer taking any action in such capacity (including at the direction of the Company may take any action in his capacity as such (including complying with or exercising his fiduciary duties as a member of the Board of Directors of the Company) as is not limited by the terms of the Merger AgreementBoard).

No Solicitation of Transactions. The ShareholderCompany agrees that, subject to the last sentence of this Section 3.3, agrees that from and after the date hereof until the earlier of the Effective Time or the termination of this Agreement until the Termination Datein accordance with Article VIII, the Shareholder neither it nor any Company Subsidiary shall, and that it shall notcause its and each Company Subsidiary's Representatives not to, except as contemplated by this Agreement, directly or indirectly, norinitiate, in case the Shareholder is a corporation or other entity, shall it authorize or permit any of its directors, officers or employees or any investment banker, financial advisor, attorney, accountant or other representative retained by it or any of its Subsidiaries (collectively, the "REPRESENTATIVES") to, directly or indirectly, solicit, initiate solicit or encourage (including by means of furnishing nonpublic information), or take any other action to facilitate, any inquiries or the making of any proposal or offer with respect toto a merger, reorganization, share exchange, consolidation, business combination, recapitalization, liquidation, dissolution or similar transaction involving, or that reasonably may be expected to lead to any purchase or sale of all or any significant portion of the assets of the Company and the Company Subsidiaries, taken as a whole, or 15% or more of the equity securities of the Company (any such proposal or offer forbeing hereinafter referred to as a "Competing Transaction"). The Company further agrees that neither it nor any Company Subsidiaries shall, and that it shall cause its and each Company Subsidiary's Representatives not to, directly or indirectly, have any discussion with or provide any confidential information or data relating to the Company or any Company Subsidiary to any Person relating to a Competing Transaction (as defined or engage in the Merger Agreement), or enter into or maintain or continue discussions or negotiate with any person or entity in furtherance of such inquiries or to obtain negotiations concerning a Competing Transaction, or agree otherwise facilitate any effort or attempt to make or endorse any Competing Transaction, other than with Parent or an affiliate of Parent. The Shareholder shall promptly (but in any event within 24 hours) notify Parent if any proposal or offer, or any inquiry or contact, constituting or regarding implement a Competing Transaction is made, and the Shareholder shall promptly inform Parent as to the material details of any such proposal, offer, inquiry or contact, including the identity of the party making any such proposal, offer, inquiry or contact, and, if in writing, promptly deliver or cause to be delivered to Parent a copy of such proposal, offer, inquiry or contact and any other written material reasonably relating thereto. The Shareholder immediately shall cease and cause to be terminated all existing discussions or negotiations with any parties conducted heretofore with respect to accept a Competing Transaction. Notwithstanding the provisions of ; provided, however, that nothing contained in this Section 3.3, a Shareholder who is also a director or officer of 6.03(a) shall prevent the Company may take any action in his capacity as such (including complying with or exercising his fiduciary duties as a member of the Board of Directors of the CompanyCompany from (i) engaging in any discussions or negotiations with, or providing any information to, any Person in response to an unsolicited written Competing Transaction by any such Person; or (ii) recommending such an unsolicited written Competing Transaction to the holders of Company Common Stock if, in any such case as is not limited referred to in clause (i) or (ii), (A) the Board of Directors of the Company concludes in good faith (after consultation with independent financial advisors) that such Competing Transaction would, if consummated, result in a transaction more favorable to holders of Company Common Stock than the transaction contemplated by this Agreement (any such more favorable Competing Transaction being referred to in this Agreement as a "Superior Proposal"), (B) the Board of Directors of the Company determines in good faith after consultation with independent legal counsel that such action is necessary for it to act in a manner consistent with its fiduciary duties under applicable Law, (C) prior to providing any information or data regarding the Company to any Person or any of such Person's Representatives in connection with a Superior Proposal by such Person, the Company receives from such Person an executed confidentiality agreement on terms at least as restrictive on such Person as those contained in the Confidentiality Agreement and (D) prior to providing any information or data to any Person or any of such Person's Representatives or entering into discussions or negotiations with any Person or any of such Person's Representatives in connection with a Superior Proposal by such Person, the Company notifies Fiat and New Holland promptly of the receipt of such Superior Proposal indicating, in connection with such notice, the name of such Person and attaching a copy of the proposal or offer or providing a complete written summary thereof. The Company agrees that it shall keep Fiat and New Holland informed, on a current basis, of the status and terms of any discussions or negotiations related to such Superior Proposal. The Company agrees that it will take the Merger Agreementnecessary steps to promptly inform each Company Subsidiary and each Representative of the Company or any Company Subsidiary of the obligations undertaken in this Section 6.03. Effective as of the date hereof, the Company shall terminate and cause its subsidiaries to terminate any existing activities, discussions or negotiations with any third parties that may be ongoing with respect to any Competing Transaction and shall request that all confidential information previously furnished to any such third parties be returned promptly.

No Solicitation of Transactions. The Shareholder, subject to (a) Neither the last sentence Company nor any of this Section 3.3, agrees that from the date of this Agreement until the Termination Date, the Shareholder shall notCompany Subsidiaries shall, directly or indirectly, nor, in case take (nor shall the Shareholder is a corporation or other entity, shall it Company authorize or permit its Representatives or, to the extent within the Company's control, other affiliates to take) any action to (1) encourage (including by way of its directors, officers or employees or any investment banker, financial advisor, attorney, accountant or other representative retained by it or any of its Subsidiaries (collectively, the "REPRESENTATIVES") to, directly or indirectlyfurnishing nonpublic information), solicit, initiate or encourage facilitate any Acquisition Proposal (including by means of furnishing nonpublic informationas defined in Section 6.4(c)), (2) enter into any agreement with respect to any Acquisition Proposal or (3) participate in any way in discussions or negotiations with, or furnish any information to, any person in connection with, or take any other action to facilitate, facilitate any inquiries or the making of any proposal or offer with respect tothat constitutes, or that could reasonably may be expected to lead to, any Acquisition Proposal; provided, however, that if, at any time prior to the obtaining of the Company's stockholders' approval of the Merger, the Board of Directors of the Company determines in good faith, based on the advice of outside counsel, that it is necessary to do so to discharge properly its fiduciary duties to stockholders, the Company may, in response to a proposal or offer for, any Competing Transaction (as defined in the Merger AgreementSuperior Proposal and subject to such party's compliance with Section 6.4(b), or enter into or maintain or continue (A) furnish information with respect to the Company and the Company Subsidiaries to the person making such Superior Proposal pursuant to a customary confidentiality agreement the benefits of the terms of which are no more favorable to the other party to such confidentiality agreement than those in place with Parent and (B) participate in discussions or negotiate with respect to such Superior Proposal. It is expressly understood and agreed that with respect to the foregoing proviso, the Company's legal and financial advisors shall be able to make inquiries, and engage in discussions, with any person or entity party that has made an Acquisition Proposal (and such party's legal and financial advisors) in furtherance order to elicit information to allow the Board of Directors of the Company to determine in good faith if such inquiries or to obtain Acquisition Proposal is a Competing Transaction, or agree to or endorse any Competing Transaction, other than with Parent or an affiliate of ParentSuperior Proposal. The Shareholder shall promptly (but in any event within 24 hours) notify Parent if any proposal or offer, or any inquiry or contact, constituting or regarding a Competing Transaction is made, and the Shareholder shall promptly inform Parent as to the material details of any such proposal, offer, inquiry or contact, including the identity of the party making any such proposal, offer, inquiry or contact, and, if in writing, promptly deliver or cause to be delivered to Parent a copy of such proposal, offer, inquiry or contact and any other written material reasonably relating thereto. The Shareholder immediately Company shall cease immediately and cause to be terminated any and all existing discussions or negotiations with any parties conducted heretofore with respect to a Competing Transaction. Notwithstanding the provisions of this Section 3.3, a Shareholder who is also a director or officer an Acquisition Proposal and promptly request that all confidential information furnished on behalf of the Company may take any action in his capacity as such (including complying with or exercising his fiduciary duties as a member of the Board of Directors of the Company) as is not limited by the terms of the Merger Agreementbe returned.

No Solicitation of Transactions. The Shareholder(a) Except as permitted by, and subject to to, Sections 7.04(c), (d) and (e), until the last sentence earlier of this Section 3.3, agrees that from the Company Merger Effective Time or the date of this Agreement until is terminated pursuant to Article IX, none of the Termination DateCompany, the Shareholder shall not, directly its U.S. Subsidiaries or indirectly, nor, in case the Shareholder is a corporation or other entity, shall it authorize or permit its Foreign Subsidiaries nor any of its directors, officers or employees or any investment banker, financial advisor, attorney, accountant or other representative retained by it or any of its Subsidiaries their respective Representatives will (collectively, the "REPRESENTATIVES"i) to, directly or indirectlyinitiate, solicit, initiate knowingly encourage or encourage knowingly facilitate (including by means way of furnishing nonpublic non-public information, provided, that the public disclosure in accordance with its obligations as a public reporting company under the Exchange Act or in the ordinary course of business consistent with past practice, in each case, with respect to the Company’s ordinary course operations will not, in and of itself, constitute initiating, soliciting, encouraging or knowingly facilitating under this proviso (i), or take any other action to facilitate, ) any inquiries or the making of any proposal or offer with respect toother action that constitutes, or that may reasonably may be expected to lead to a proposal or offer forto, any Competing Transaction Acquisition Proposal, (as defined in the Merger Agreement), or ii) enter into or maintain or continue discussions or negotiate with any person or entity Person in furtherance of such inquiries or to obtain a Competing Transaction, an Acquisition Proposal or agree release any Person from or fail to enforce any standstill agreement or endorse similar obligation to the Company or any Competing Transaction, U.S. Subsidiary or Foreign Subsidiary other than with Parent or an affiliate the automatic termination of Parent. The Shareholder shall promptly (but in any event within 24 hours) notify Parent if any proposal or offer, or any inquiry or contact, constituting or regarding a Competing Transaction is made, and the Shareholder shall promptly inform Parent as standstill obligations pursuant to the material details of any such proposal, offer, inquiry or contact, including the identity of the party making any such proposal, offer, inquiry or contact, and, if in writing, promptly deliver or cause to be delivered to Parent a copy of such proposal, offer, inquiry or contact and any other written material reasonably relating thereto. The Shareholder immediately shall cease and cause to be terminated all existing discussions or negotiations with any parties conducted heretofore with respect to a Competing Transaction. Notwithstanding the provisions of this Section 3.3, a Shareholder who is also a director or officer of the Company may take any action in his capacity as such (including complying with or exercising his fiduciary duties as a member of the Board of Directors of the Company) as is not limited by the terms of agreements as in effect as of the Merger date hereof, by virtue of the execution and announcement of this Agreement, or otherwise, (iii) withdraw, modify or amend the Company Recommendation or the Operating Trust Recommendation, if applicable, in any manner adverse to any Buyer Party, or fail to make the Company Recommendation or the Operating Trust Recommendation (any event described in this clause (iii), a “Change in Recommendation”), (iv) approve, endorse or recommend any Acquisition Proposal, or (v) enter into any agreement in principle, arrangement, understanding, contract or agreement relating to an Acquisition Proposal.

No Solicitation of Transactions. The Shareholder, subject (a) Subject to the last sentence provisions of this Section 3.37.04(c) and (d), agrees that from neither of the date Company or any Subsidiary shall, nor shall either of this Agreement until the Termination Date, the Shareholder shall not, directly or indirectly, nor, in case the Shareholder is a corporation or other entity, shall it them authorize or permit any of its the directors, officers or employees or officers, employees, agents, advisors and other retained representatives (including any investment banker, financial advisor, attorney, accountant attorney or other representative retained by it accountant) of the Company or any of its Subsidiaries (collectivelySubsidiary, the "REPRESENTATIVES") to, directly or indirectly, (i) solicit, initiate or encourage (including by means way of furnishing nonpublic information), or take any other action to facilitate, knowingly facilitate any inquiries or the making of any proposal or offer with respect tothat constitutes, or that may reasonably may be expected to lead to a proposal or offer forto, any Competing Transaction Transaction, (as defined in the Merger Agreement), or ii) enter into or maintain or continue discussions or negotiate negotiations with any person or entity in furtherance of such inquiries or to obtain a proposal or offer for a Competing Transaction, or (iii) agree to to, approve, endorse or endorse recommend any Competing TransactionTransaction or enter into any letter of intent or other contract, agreement, commitment or understanding contemplating or otherwise relating to any Competing Transaction (other than an Acceptable Confidentiality Agreement as contemplated by Section 7.04(c)); provided, however, that nothing in this Section 7.04 shall preclude the Company or its representatives from contacting any person for the sole purpose of complying with Parent or an affiliate the penultimate sentence of Parentthis Section 7.04(a). The Shareholder shall promptly (but in any event within 24 hours) notify Parent if any proposal or offer, or any inquiry or contact, constituting or regarding a Competing Transaction is madeCompany shall, and the Shareholder shall promptly inform Parent as to the material details of any such proposal, offer, inquiry or contact, including the identity of the party making any such proposal, offer, inquiry or contact, and, if in writing, promptly deliver direct or cause its and its Subsidiaries’ directors, officers, employees, agents, advisors and other retained representatives to be delivered to Parent a copy of such proposal, offer, inquiry or contact and any other written material reasonably relating thereto. The Shareholder (i) immediately shall cease and cause to be terminated all existing any discussions or negotiations with any parties that may have been conducted heretofore with respect to a Competing Transaction. Notwithstanding Transaction and (ii) cause any physical or virtual data room (including, for the provisions avoidance of this Section 3.3doubt, a Shareholder who is also a director the Data Room) no longer to be accessible to or officer of by any person other than Parent and its representatives, affiliates and advisors and the Company may take and its representatives, affiliates and advisors. The Company shall not release any action third person from or waive any provision of, any confidentiality or standstill agreement to which it or any of its Subsidiaries is a party unless the Board determines in his capacity as such (including complying good faith after consultation with or exercising his outside legal counsel that it would be inconsistent with its fiduciary duties as a member of the Board of Directors of the Company) as is to not limited by the terms of the Merger Agreementprovide such release or waiver.

No Solicitation of Transactions. The Shareholder, subject (a) Prior to the last sentence execution of this Section 3.3, agrees that from the date of this Agreement until the Termination DateAgreement, the Shareholder shall Company, through its investment bankers, has engaged in an auction process in which participants were offered an opportunity to submit their best offers to purchase the Company. The Company will not, directly or indirectly, nor, in case the Shareholder is a corporation or other entity, shall it authorize or permit any of and will instruct its directors, officers or employees or any investment banker, financial advisor, attorney, accountant or other representative retained by it or any of its Subsidiaries (collectively, the "REPRESENTATIVES") Representatives not to, directly or indirectlyinitiate, solicit, initiate solicit or encourage (including by means way of furnishing nonpublic information), information or take any other action to facilitate, any inquiries or the making of any proposal or offer with respect to, or that reasonably may be expected to lead to a proposal or offer for, assistance) any Competing Transaction (as defined in the Merger Agreementbelow), or enter into or maintain or continue discussions or negotiate with any person or entity in furtherance of such inquiries or relating to or to obtain a Competing Transaction, or agree to or endorse any Competing Transaction, other or authorize or permit any Representative of the Company or any of its subsidiaries to take any such action, and the Company shall use its reasonable best efforts to cause the Representatives of the Company and its subsidiaries not to take any such action; provided, however, that nothing contained in this Section 6.10 shall prohibit the Board of Directors of the Company prior to stockholder approval of the Merger from (i) furnishing information to, or entering into discussions or negotiations with, any person that makes an unsolicited bona fide proposal regarding a Competing Transaction, if, and only to the extent that, (A) the Board of Directors of the Company, after consultation with independent legal counsel, determines in good faith that such action is required for the Board of Directors of the Company to comply with its fiduciary duties to stockholders under applicable law and (B) prior to furnishing such information to such person, the Company receives from such person an executed confidentiality agreement with terms no less favorable to the Company than those contained in the Confidentiality Agreement; or (ii) complying with Parent or an affiliate of ParentRule 14e-2 promulgated under the Exchange Act with regard to a Competing Transaction. The Shareholder Company shall promptly (but in any event within 24 hours) notify Parent advise Purchaser if any such proposal or offer, or any inquiry or contactcontact made with any person with respect thereto, constituting or regarding a Competing Transaction is made, and the Shareholder shall promptly inform Parent as to the material details of any such proposal, offer, inquiry or contact, including the identity of the party making any such proposal, offer, inquiry or contact, and, if in writing, promptly deliver or cause to be delivered to Parent a copy of such proposal, offer, inquiry or contact and any other written material reasonably relating thereto. The Shareholder immediately shall cease and cause to be terminated all existing discussions or negotiations with any parties conducted heretofore with respect to a Competing Transaction. Notwithstanding the provisions of this Section 3.3, a Shareholder who is also a director or officer of the Company may take any action in his capacity as such (including complying with or exercising his fiduciary duties as a member of the Board of Directors of the Company) as is not limited by the terms of the Merger Agreement.

No Solicitation of Transactions. (a) The Shareholder, subject to the last sentence of this Section 3.3, Company agrees that from neither it nor any of its Subsidiaries nor any of its directors or officers will, and that it will instruct the date of this Agreement until the Termination DateCompany Representatives (including any investment banker, the Shareholder shall notattorney or accountant retained by any Group Company), not to, in each case, directly or indirectly, nor, in case the Shareholder is a corporation or other entity, shall it authorize or permit any of its directors, officers or employees or any investment banker, financial advisor, attorney, accountant or other representative retained by it or any of its Subsidiaries (collectively, the "REPRESENTATIVES"i) to, directly or indirectly, solicit, initiate or knowingly encourage (including by means way of furnishing nonpublic informationinformation with respect to any Group Company), or take any other action to knowingly facilitate, any inquiries or the making of any proposal or offer with respect to(including any proposal or offer to its shareholders) that constitutes, or that could reasonably may be expected to lead to a proposal or offer forto, any Competing Transaction (as defined in the Merger Agreement)Transaction, or (ii) enter into or into, maintain or continue discussions or negotiate negotiations with any person or entity in furtherance the intention of such inquiries or encouraging a proposal with respect to obtain a Competing Transaction, or agree provide any nonpublic information with respect to any Group Company to, any Person in furtherance of or endorse any to obtain a proposal or offer for a Competing Transaction, or (iii) agree to, approve, endorse or recommend any Competing Transaction or enter into any letter of intent or Contract or commitment contemplating or otherwise relating to any Competing Transaction (in each case, other than with Parent as permitted pursuant to Section 6.04(c)), or an affiliate (iv) authorize or permit any of Parentthe Company or any of its Subsidiaries, or any Company Representative retained by or acting directly or indirectly under the direction of the Company or any of its Subsidiaries, to take any action set forth in clauses (a)(i) – (a)(iii) of this Section 6.04. The Shareholder 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 respect of a Competing Transaction. The Company shall notify Parent as promptly as practicable (but and in any event within 24 hoursforty-eight (48) notify Parent if hours after the Company attains knowledge of any written proposal or offer, ) of any written proposal or any inquiry or contact, constituting or offer regarding a Competing Transaction is madeTransaction, and the Shareholder shall promptly inform Parent as to the material details of any such proposal, offer, inquiry or contact, including specifying (x) the identity of the party making any such proposal, proposal or offer, inquiry or contact, and, if in writing, promptly deliver or cause to be delivered to Parent a copy and providing copies of such proposal, written proposal or offer, inquiry or contact and (y) whether the Company has any other written material reasonably relating theretointention to provide confidential information to such Person. The Shareholder immediately Immediately upon the execution and delivery of this Agreement, the Company shall cease and cause to be terminated all existing discussions or negotiations with any parties Person conducted heretofore with respect to a any possible Competing Transaction. Notwithstanding the provisions of this Section 3.3, a Shareholder who is also a director or officer of the Company may take any action in his capacity as such (including complying with or exercising his fiduciary duties as a member of the Board of Directors of the Company) as is not limited by the terms of the Merger Agreement.

No Solicitation of Transactions. (a) The Shareholder, subject to the last sentence of this Section 3.3, Company agrees that from neither it nor any Subsidiary nor any of the date directors, officers or employees of this Agreement until the Termination Dateit or any Subsidiary will, the Shareholder shall notand that it will instruct and use its reasonable best efforts to cause its and its Subsidiaries' directors, officers, employees, agents, advisors and other representatives (including, without limitation, any investment banker, attorney or accountant retained by it or any Subsidiary) not to, directly or indirectly, nor(i) solicit, initiate or knowingly encourage (including by way of furnishing nonpublic information), or take any other action to knowingly facilitate, any inquiries or the making of any proposal or offer (including any proposal or offer to its shareholders) that constitutes, or may reasonably be expected to lead to, any Competing Transaction, or (ii) enter into or maintain or continue discussions or negotiations with any person or entity in case the Shareholder is furtherance of such inquiries or to obtain a corporation proposal or offer for a Competing Transaction, or (iii) agree to, approve, endorse or recommend any Competing Transaction or enter into any letter of intent or other entitycontract, shall it agreement or commitment contemplating or otherwise relating to any Competing Transaction, or (iv) authorize or permit any of its directorsthe officers, officers directors or employees of the Company or any of its Subsidiaries, or any investment banker, financial advisor, attorney, accountant or other representative retained by it the Company or any of its Subsidiaries (collectivelySubsidiaries, the "REPRESENTATIVES") to, directly or indirectly, solicit, initiate or encourage (including by means of furnishing nonpublic information), or to take any other action to facilitate, any inquiries or the making of any proposal or offer with respect to, or that reasonably may be expected to lead to a proposal or offer for, any Competing Transaction (as defined in the Merger Agreement), or enter into or maintain or continue discussions or negotiate with any person or entity in furtherance of such inquiries or to obtain a Competing Transaction, or agree to or endorse any Competing Transaction, other than with Parent or an affiliate of Parentaction. The Shareholder Company shall notify Parent as promptly as practicable (but and in any event within 24 hours) notify Parent one business day after the Company attains knowledge thereof), orally and in writing, if any proposal or offer, or any inquiry or contactcontact with any person with respect thereto, constituting or regarding a Competing Transaction is made, and the Shareholder shall promptly inform Parent as to specifying the material details of any such proposal, offer, inquiry or contact, including terms and conditions thereof and the identity of the party making any such proposal, offer, inquiry proposal or contact, and, if in writing, promptly deliver offer or cause to be delivered to Parent a copy of such proposal, offer, inquiry or contact and any other written (including material reasonably relating theretoamendments or proposed material amendments). The Shareholder Company shall, and shall direct or cause its and its Subsidiaries' directors, officers, employees, representatives and agents to, immediately shall cease and cause to be terminated all existing terminate any discussions or negotiations with any parties that may have been conducted heretofore with respect to a Competing Transaction. Notwithstanding 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 and the Company also agrees to promptly request each person that has heretofore executed a confidentiality agreement in connection with its consideration of acquiring (whether by merger, acquisition of stock or assets or otherwise) the Company or any Subsidiary, if any, to return (or if permitted by the applicable confidentiality agreement, destroy) all confidential information heretofore furnished to such person by or on behalf of the Company or any Subsidiary and, if requested by Parent, to use its reasonable best efforts to enforce such person's obligation to do so. The Company shall not take any action to make the provisions of Section 351.407, Section 351.015 or Section 351.459 of the MGBCL and Article X of the Company's Articles of Incorporation inapplicable to any transaction other the transactions contemplated by this Section 3.3Agreement. Notwithstanding anything to the contrary contained in this Agreement, (x) neither the Company nor the Company Board shall be prohibited from taking and disclosing to its shareholders a Shareholder who is also position contemplated by Rule 14d-9 and Rule 14e-2(a) or Item 1012(a) of Regulation M-A promulgated under the Exchange Act (or any similar communication to shareholders in connection with the making or amendment of a director tender offer or officer exchange offer) or from making any disclosure required under applicable Law or the rules of the Nasdaq National Market, and (y) any "stop-look-and-listen" communication by the Company or the Company Board to the shareholders of the Company may take any action in his capacity as such pursuant to Rule 14d-9(f) promulgated under the Exchange Act (including complying with or exercising his fiduciary duties as a member similar communication to the shareholders of the Board Company in connection with the making or amendment of Directors a tender offer or exchange offer containing the substance of a "stop-look-and-listen" communication pursuant to such Rule 14d-9(f)) shall not be considered a Change in the CompanyCompany Recommendation (as hereinafter defined) as is not limited by the terms of the Merger Agreementor an approval, recommendation or proposal to approve or recommend any Competing Transaction.

No Solicitation of Transactions. (a) The Shareholder, subject to the last sentence of this Section 3.3, agrees that from the date of this Agreement until the Termination Date, the Shareholder shall Company will not, directly or indirectly, nor, in case the Shareholder is a corporation or other entity, shall it authorize or permit any of and will instruct its directors, officers or employees or any investment banker, financial advisor, attorney, accountant or other representative retained by it or any of its Subsidiaries (collectively, the "REPRESENTATIVES") Representatives not to, directly or indirectly, solicit, initiate or encourage (including by means of furnishing nonpublic information), or take any other action to facilitate, any inquiries or the making of any proposal or offer with respect to(including, without limitation, any proposal or offer to its stockholders) that constitutes, or that may reasonably may be expected to lead to a proposal or offer forto, any Competing Transaction (as defined in the Merger Agreementparagraph (b) of this Section 6.05), or enter into or maintain or continue discussions or negotiate with any person or entity in furtherance of such inquiries or to obtain a Competing Transaction, or agree to or endorse any Competing Transaction, other than with Parent or an affiliate authorize or permit any of Parentits Representatives to take any such action. The Shareholder Company shall promptly (but in any event within 24 hours) notify Parent if any proposal or offer, or any inquiry or contactcontact with any person with respect thereto, constituting or regarding a Competing Transaction is made, and the Shareholder Company shall promptly inform Parent as to the material details of any such proposal, offer, inquiry or contact, including including, without limitation, the identity of the party making any such proposal, offer, inquiry or contact, and, if in writing, promptly deliver or cause to be delivered to Parent a copy of such proposal, offer, inquiry or contact and any other written material reasonably relating thereto. The Shareholder Company immediately shall cease and cause to be terminated all existing discussions or negotiations with any parties conducted heretofore with respect to a Competing Transaction. 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. Notwithstanding anything to the provisions of contrary in this Section 3.36.05, a Shareholder who is also a director or officer of the Company may take any action in his capacity as such (including complying with or exercising his fiduciary duties as a member of the Company’s Board of Directors of may furnish information to, and enter into discussions or negotiations with, a person who has made an unsolicited, written, bona fide proposal or offer regarding a Competing Transaction only if the Company’s Board of Directors has (i) reasonably concluded after consultation with its financial advisor that such proposal or offer constitutes or is reasonably likely to lead to a Superior Proposal (as defined below), (ii) reasonably concluded, after consultation with its outside legal counsel, that, in light of such Superior Proposal, the furnishing of such information or entering into discussions is required to comply with its fiduciary obligations to the Company and its stockholders under applicable Law, (iii) provided written notice to Parent of its intent to furnish information or enter into discussions or negotiations with such person at least one business day prior to taking any such action and (iv) obtained from such person an executed confidentiality agreement on terms no less favorable to the Company than those contained in the Non-Disclosure Agreement; provided, however, that no information may be furnished and no discussions may be entered into in the event that the Company has breached this Section 6.05(a); provided further, however, that the Company’s Board of Directors shall furnish to Parent all information provided to the person who has made the Superior Proposal to the extent that such information has not limited by been previously provided to Parent and shall keep Parent promptly and reasonably informed as to the terms status of the Merger Agreementany discussions regarding such Superior Proposal.

No Solicitation of Transactions. The Shareholder, subject to (a) Each of the last sentence of this Section 3.3, agrees that from the date of this Agreement until the Termination Date, the Shareholder shall Company and Parent will not, directly or indirectly, norand will cause its officers, in case the Shareholder is a corporation directors, employees, subsidiaries, affiliates, agents or advisors or other entityrepresentatives (including, shall it authorize or permit any of its directorswithout limitation, officers or employees or any investment banker, financial advisor, attorney, attorney or accountant or other representative retained by it or any Committee of its Subsidiaries (collectively, the "REPRESENTATIVES"Board of Directors) not to, directly or indirectly, take any action to (i) solicit, initiate or encourage (including by means way of furnishing nonpublic information), or take any other action designed to facilitate, directly or indirectly, any inquiries or the making of any proposal or offer with respect to(including, without limitation, any proposal or offer to its shareholders) that constitutes, or that may reasonably may be expected to lead to a proposal or offer forto, any Competing Transaction (as defined in the Merger Agreementbelow), or (ii) enter into or maintain or continue participate in any way in discussions or negotiate with any person or entity in furtherance of such inquiries or to obtain a Competing Transaction, or (iii) agree to or approve, recommend or endorse any Competing Transaction, or authorize or permit any of the officers, directors, employees or affiliates of such party or any of its subsidiaries, or any investment banker, financial advisor, attorney, accountant or other than with Parent representative retained by such party or an affiliate any of Parentsuch party's subsidiaries or any Committee of the Board of Directors of such party, to take any such action. The Shareholder Company shall promptly (but in any event within 24 hours) notify Parent and Parent shall notify the Company promptly if any proposal or offer, or any inquiry or contactcontact with any person with respect thereto, constituting or regarding a Competing Transaction is made, made and each shall provide the Shareholder shall promptly inform Parent as to the material details of any such proposal, offer, inquiry or contact, including other with the identity of the party making any such proposal, offer, inquiry or contact, and, if in writing, promptly deliver or cause to be delivered to Parent proposal and with a copy summary of such proposal, offer, inquiry or contact the terms thereof and any each shall keep the other written material reasonably relating theretoapprised of the status thereof. The Shareholder immediately shall cease and cause to be terminated all existing discussions or negotiations with any parties conducted heretofore with respect to a Competing Transaction. Notwithstanding the provisions of this Section 3.3, a Shareholder who is also a director or officer Each of the Company may take and Parent agrees not to release any action in his capacity as such (including complying with third party from, or exercising his fiduciary duties as waive any provision of, any confidentiality or standstill agreement to which it is a member of the Board of Directors of the Company) as is not limited by the terms of the Merger Agreementparty.

No Solicitation of Transactions. (a) The Shareholder, subject to the last sentence of this Section 3.3, agrees that from the date of this Agreement until the Termination Date, the Shareholder shall Company will not, directly or indirectly, nor, in case the Shareholder is a corporation or other entity, shall it authorize or permit any of and will instruct its directors, officers or employees or any investment banker, financial advisor, attorney, accountant or other representative retained by it or any of its Subsidiaries (collectively, the "REPRESENTATIVES") Representatives not to, directly or indirectly, solicit, solicit or initiate or encourage (including by means of furnishing nonpublic information), or take any other action to facilitate, any inquiries or the making of any proposal or offer with respect to(including, without limitation, any proposal or offer to its stockholders) that constitutes, or that may reasonably may be expected to lead to a proposal or offer forto, any Competing Transaction (as defined in the Merger Agreementbelow), or enter into or maintain or continue discussions or negotiate with any person or entity in furtherance of such inquiries or to obtain a Competing Transaction, or agree to or endorse any Competing Transaction, other than with Parent or an affiliate authorize or permit any of Parentits Representatives to take any such action. The Shareholder Company shall promptly (but in any event within 24 hours) immediately notify Parent if any proposal or offer, or any inquiry or contactcontact with any person with respect thereto, constituting or regarding a Competing Transaction is made, and the Shareholder Company shall promptly immediately inform Parent as to the material details of any such proposal, offer, inquiry or contact, including including, without limitation, the identity of the party making any such proposal, offer, inquiry or contact, and, if in writing, promptly deliver or cause to be delivered to Parent a copy of such proposal, offer, inquiry or contact and any other written material reasonably relating thereto. The Shareholder Company immediately shall cease and cause to be terminated all existing discussions or negotiations with any parties conducted heretofore with respect to a Competing Transaction. 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. Notwithstanding anything to the provisions of contrary in this Section 3.3SECTION 6.05, a Shareholder who is also a director or officer of the Company may take any action in his capacity as such (including complying with or exercising his fiduciary duties as a member of the Company's Board of Directors of may furnish information to, and enter into discussions with, a person who has made an unsolicited, written, bona fide proposal or offer regarding a Competing Transaction if the Company's Board of Directors has (i) reasonably concluded after consultation with the Company Financial Advisor or other financial advisor of nationally recognized reputation that such proposal or offer constitutes a Superior Proposal (as defined below), (ii) reasonably concluded, after consultation with its outside legal counsel, that, in light of such Superior Proposal, the furnishing of such information or entering into discussions is required to comply with its fiduciary obligations to the Company and its stockholders under applicable Law, (iii) provided written notice to Parent of its intent to furnish information or enter into discussions with such person at least three business days prior to taking any such action and (iv) obtained from such person an executed confidentiality agreement on terms substantially similar to those contained in the Non-Disclosure Agreement; provided, however, that no information may be furnished and no discussions may be entered into in the event that the Company has taken any actions inconsistent with this SECTION 6.05(a); provided further, however, that the Company's Board of Directors shall furnish to Parent all information provided to the person who has made the Superior Proposal to the extent that such information has not limited by been previously provided to Parent and shall keep Parent promptly and reasonably informed as to the terms status of the Merger Agreementany discussions regarding such Superior Proposal.

No Solicitation of Transactions. The ShareholderSubject to Section 6.08 of the Merger Agreement, subject to Section 7 hereof and Section 8(o) hereof, none of the last sentence of this Section 3.3, agrees that from the date of this Agreement until the Termination Date, the Shareholder shall notShareholders shall, directly or indirectly, northrough any officer, in case the Shareholder is a corporation director, employee, legal or other entity, shall it authorize or permit any of its directors, officers or employees or any investment banker, financial advisor, attorneyaccountant, accountant representative, agent or other representative retained by it otherwise, (a) initiate, solicit or knowingly facilitate or knowingly encourage an Acquisition Proposal or (b) engage with any third party in any discussions or negotiations concerning, or furnish any confidential information to any third party in connection with, an Acquisition Proposal, or any of its Subsidiaries (collectively, the "REPRESENTATIVES") to, directly inquiry or indirectly, solicit, initiate or encourage (including by means of furnishing nonpublic information), or take any other action to facilitate, any inquiries or the making of any proposal that would constitute an Acquisition Proposal if it were a bona fide written proposal or offer (except to notify such third party of the existence of the provisions of this Section 4). Each Shareholder shall immediately cease and cause to be terminated any existing discussions or negotiations with any Persons conducted heretofore with respect toto any Acquisition Proposal. From the date hereof until the Closing or the earlier termination of this Agreement in accordance with its terms, or that reasonably may be expected to lead to a proposal or offer for, any Competing Transaction (as defined in the Merger Agreement), or enter into or maintain or continue discussions or negotiate with any person or entity in furtherance of such inquiries or to obtain a Competing Transaction, or agree to or endorse any Competing Transaction, other than with Parent or an affiliate of Parent. The each Shareholder shall promptly (promptly, but in any event within 24 twenty-four (24) hours) , notify Parent if following receipt by such Shareholder of any proposal Acquisition Proposal, the material terms thereof and material conditions thereto and the identity of the Person making such Acquisition Proposal, as well as any material modification of or offeramendment thereto, or any inquiry or contact, constituting or regarding a Competing Transaction is made, and the Shareholder shall promptly inform Parent as to the material details of any such proposalbona fide communication by any Person that affirmatively states that it relates to, offeror could lead to, inquiry or contactthat any party is contemplating, a potential Acquisition Proposal, including the identity of the party Person making any or on whose behalf such proposal, offer, inquiry or contact, and, if in writing, promptly deliver or cause to be delivered to Parent a copy communication was made and the other material facts of such proposal, offer, inquiry or contact and any other written material reasonably relating thereto. The Shareholder immediately shall cease and cause to be terminated all existing discussions or negotiations with any parties conducted heretofore with respect to a Competing Transaction. Notwithstanding the provisions of this Section 3.3, a Shareholder who is also a director or officer of the Company may take any action in his capacity as such (including complying with or exercising his fiduciary duties as a member of the Board of Directors of the Company) as is not limited by the terms of the Merger Agreementcommunication.

No Solicitation of Transactions. The ShareholderCompany, subject to the last sentence of this Section 3.3its affiliates and their respective officers, agrees that from the date of this Agreement until the Termination Date, the Shareholder shall not, directly or indirectly, nor, in case the Shareholder is a corporation or other entity, shall it authorize or permit any of its directors, officers or employees or employees, representatives and agents shall immediately cease any investment banker, financial advisor, attorney, accountant or other representative retained by it or any of its Subsidiaries (collectively, the "REPRESENTATIVES") to, directly or indirectly, solicit, initiate or encourage (including by means of furnishing nonpublic information), or take any other action to facilitate, any inquiries or the making of any proposal or offer with respect to, or that reasonably may be expected to lead to a proposal or offer for, any Competing Transaction (as defined in the Merger Agreement), or enter into or maintain or continue discussions or negotiate with any person or entity in furtherance of such inquiries or to obtain a Competing Transaction, or agree to or endorse any Competing Transaction, other than with Parent or an affiliate of Parent. The Shareholder shall promptly (but in any event within 24 hours) notify Parent if any proposal or offer, or any inquiry or contact, constituting or regarding a Competing Transaction is made, and the Shareholder shall promptly inform Parent as to the material details of any such proposal, offer, inquiry or contact, including the identity of the party making any such proposal, offer, inquiry or contact, and, if in writing, promptly deliver or cause to be delivered to Parent a copy of such proposal, offer, inquiry or contact and any other written material reasonably relating thereto. The Shareholder immediately shall cease and cause to be terminated all existing discussions or negotiations negotiations, if any, with any parties conducted heretofore with respect to a Competing Transaction. Notwithstanding the provisions any acquisition or exchange of this Section 3.3, a Shareholder who is also a director all or officer any material portion of the assets of, or any equity interest in, the Company or any of its subsidiaries or any business combination with the Company or any of its subsidiaries. The Company may, directly or indirectly, furnish information and access, in each case only in response to a request for such information or access to any person made after the date hereof which was not encouraged, solicited or initiated by the Company or any of its affiliates or any of its or their respective officers, directors, employees, representatives or agents after the date hereof, pursuant to appropriate confidentiality agreements, and may take participate in discussions and negotiate with such entity or group concerning any action in his capacity as such merger, sale of assets, sale of shares of capital stock or similar transaction (including complying with an exchange of stock or exercising his fiduciary duties assets) involving the Company or any subsidiary or division of the Company, if such entity or group has submitted a written proposal to the Board relating to any such transaction and the Special Committee Members, as a member result of such proposal, by a majority vote determine, in their good faith judgment, that based on the advice of independent outside legal counsel to the Special Committee Members, failing to take such action would constitute a breach of the Board's fiduciary duty under applicable law. The Board shall provide a copy of any such written proposal to Parent immediately after receipt thereof, shall notify Parent immediately if any such proposal is made and shall keep Parent promptly advised of all developments which could reasonably be expected to culminate in the Board of Directors withdrawing, modifying or amending its recommendation of the Offer, the Merger and the other transactions contemplated by this Agreement. Except as set forth in this Section 6.5, neither the Company or any of its affiliates, nor any of its or their respective officers, directors, employees, representatives or agents, shall, directly or indirectly, encourage, solicit, participate in or initiate discussions or negotiations with, or provide any information to, any corporation, partnership, person or other entity or group (other than Parent and Purchaser, any affiliate or associate of Parent and Purchaser or any designees of Parent or Purchaser) concerning any merger, sale of all or any material portion of the assets, the sale of more than 10% of the outstanding shares of capital stock of the Company or any of its subsidiaries or similar transactions (including an exchange of stock or assets) involving the Company or any subsidiary or division of the Company) as is ; provided, however, 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 tender offer; provided, further, that the Board shall not limited by recommend that the terms stockholders of the Merger AgreementCompany tender their Shares in connection with any such tender offer unless the Board by a majority vote determines in its good faith judgment, based on the advice of independent outside legal counsel to the Company, that failing to take such action would constitute a breach of the Board's fiduciary duty under applicable law. The Company agrees not to release any third party from, or waive any provisions of, (i) any standstill agreement to which the Company is a party (other than for the limited purpose of discussions and negotiations permitted by this Section 6.5) and (ii) any confidentiality agreement to which the Company is a party.

No Solicitation of Transactions. Section 6.4.1 The Shareholder, subject to the last sentence of this Section 3.3, agrees that from the date of this Agreement until the Termination Date, the Shareholder Company shall not, directly or indirectlyand shall cause its Subsidiaries not to, nor, in case the Shareholder is a corporation or other entity, and shall it not authorize or permit any of its directors, officers or employees or any investment banker, financial advisor, attorney, accountant or other representative retained by it or any of its Subsidiaries (collectively, the "REPRESENTATIVES") Company Representative to, directly or indirectly, solicit, initiate or encourage (including by means of furnishing nonpublic information), or knowingly take any other action to facilitate, facilitate or encourage the submission of any inquiries Takeover Proposal or the making of any proposal or offer with respect to, or that could reasonably may be expected to lead to a proposal any Takeover Proposal, or, subject to Section 6.4.2, (i) conduct or offer forengage in any discussions or negotiations with, disclose any non-public information relating to the Company or any of its Subsidiaries to, afford access to the business, properties, assets, books or records of the Company or any of its Subsidiaries to, or knowingly assist, participate in, facilitate or encourage any effort by, any Competing Transaction (as defined in the Merger Agreement)third party that is seeking to make, or has made, any Takeover Proposal, (ii) (a) amend or grant any waiver or release under any standstill or similar agreement with respect to any class of equity securities of the Company or any of its Subsidiaries or (b) approve any transaction under, or any third party becoming an “interested stockholder” under, Section 203 of the DGCL, or (iii) enter into any agreement in principle, letter of intent, term sheet, acquisition agreement, merger agreement, option agreement, joint venture agreement, partnership agreement or maintain other Contract relating to any Takeover Proposal (each, a “Company Acquisition Agreement”). Subject to Section 6.4.2, neither the Company Board nor any committee thereof shall fail to make, withdraw, amend, modify or continue discussions materially qualify, in a manner adverse to Parent or negotiate with Merger Sub, the Company Recommendation, or recommend a Takeover Proposal, fail to recommend against acceptance of any person tender offer or entity in furtherance exchange offer for the shares of Company Stock within ten (10) Business Days after the commencement of such inquiries offer, or to obtain a Competing Transactionmake any public statement inconsistent with the Company Board Recommendation, or resolve or agree to or endorse take any Competing Transactionof the foregoing actions (any of the foregoing, other than with Parent or an affiliate of Parenta “Company Adverse Recommendation Change”). The Shareholder shall promptly (but in any event within 24 hours) notify Parent if any proposal or offer, or any inquiry or contact, constituting or regarding a Competing Transaction is madeCompany shall, and the Shareholder shall promptly inform Parent as to the material details of any such proposalcause its Subsidiaries to, offer, inquiry or contact, including the identity of the party making any such proposal, offer, inquiry or contact, and, if in writing, promptly deliver or cause to be delivered to Parent a copy of such proposal, offer, inquiry or contact and any other written material reasonably relating thereto. The Shareholder cease immediately shall cease and cause to be terminated terminated, and shall not authorize or knowingly permit any Company Representatives to continue, any and all existing activities, discussions or negotiations negotiations, if any, with any parties third party conducted heretofore prior to the date hereof with respect to a Competing Transaction. Notwithstanding the provisions any Takeover Proposal and shall cause any such third party (or its agents or advisors) in possession of this Section 3.3, a Shareholder who is also a director or officer non-public information in respect of the Company may take or any action in his capacity as such (including complying with of its Subsidiaries that was furnished by or exercising his fiduciary duties as a member on behalf of the Board of Directors of the CompanyCompany and its Subsidiaries to return or destroy (and confirm destruction of) as is not limited by the terms of the Merger Agreementall such information.

No Solicitation of Transactions. The Shareholder, subject Prior to the last sentence earlier of this Section 3.3, agrees that from (A) the date Closing Date or (B) the termination of this Agreement until in accordance with the Termination Dateprovisions of Section 14.1, the Shareholder shall notneither Seller, directly or indirectly, northrough any director, in case the Shareholder is a corporation or other entityofficer, shall it authorize or permit any of its directorsemployee, officers or employees or any investment banker, financial advisor, attorney, accountant or other agent or representative retained by it or any of its Subsidiaries (collectivelySeller, the "REPRESENTATIVES") tonor Parent, directly or indirectlyindirectly through any affiliate of Parent or otherwise, shall solicit, initiate or encourage (including by means the submission of furnishing nonpublic information)proposals or offers from any person relating to any acquisition or purchase of all or any portion of the Assets or Business of, or take any equity interest in, Seller, or any business combination with Seller and other than with Buyer or any of its Affiliates, participate in any negotiations regarding, or furnish to any other action to facilitate, person any inquiries or the making of any proposal or offer information with respect to, or that reasonably may be expected to lead to a proposal otherwise cooperate in any way with, or offer forassist or participate in, facilitate or encourage, any Competing Transaction (as defined in effort or attempt by any other Person to do or seek any of the Merger Agreement), or enter into or maintain or continue discussions or negotiate with any person or entity in furtherance of such inquiries or to obtain a Competing Transaction, or agree to or endorse any Competing Transaction, other than with foregoing. Seller and Parent or an affiliate of Parent. The Shareholder shall promptly (but in any event within 24 hours) notify Parent if any proposal or offer, or any inquiry or contact, constituting or regarding a Competing Transaction is madeshall, and the Shareholder shall promptly inform Parent as to the material details cause any of any such proposaltheir respective representatives or affiliates to, offer, inquiry or contact, including the identity of the party making any such proposal, offer, inquiry or contact, and, if in writing, promptly deliver or cause to be delivered to Parent a copy of such proposal, offer, inquiry or contact and any other written material reasonably relating thereto. The Shareholder immediately shall cease and cause to be terminated all or withdrawn any existing discussions or negotiations with any parties conducted heretofore with respect to a Competing Transactionany of the foregoing (other than in respect of the transaction contemplated hereby). In addition, prior to the earlier of (A) the Closing Date or (B) termination of this Agreement in accordance with the provisions of Section 14.1, Parent agrees not to, directly or indirectly, through any affiliate of Parent or otherwise, reinstate or make any new offer to purchase shares of Seller or any other type of acquisition of all, or substantially all, of the capital stock or assets of Seller, whether by merger or other type of business combination with Seller. Seller and the Parent shall promptly notify Buyer if any such proposal or offer, or any inquiry or contact with any person with respect thereto, is made and shall, in any such notice to Buyer, indicate in reasonable detail the identity of the offeror and the terms and conditions of any proposal or offer. Notwithstanding the provisions of this Section 3.3foregoing, a Shareholder who is also a director or officer of the Company may take any action in his capacity as such (including complying with or exercising his fiduciary duties as a member of the Board of Directors of Seller shall be permitted in response to an unsolicited bona fide written Acquisition Proposal from any Person received after the Companydate of this Agreement 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 received after the date of this Agreement, if and only to the extent that, (i) the Board of Directors of Seller shall have concluded in good faith that such Acquisition Proposal would, if consummated, constitute a Superior Proposal, (ii) the Board of Directors of Seller shall have determined in good faith after consultation with outside legal counsel that such action is necessary for such Board of Directors to be deemed to have acted in a manner consistent with its fiduciary duties under the DGCL and (iii) prior to providing any information or data to any Person in connection with an Acquisition Proposal by any such Person, the Board of Directors shall have received from such Person an executed confidentiality agreement containing terms and provisions no less favorable to Seller than those contained in the Confidentiality Agreement between Buyer and Parent, dated as is not limited by September 5, 2006 (the “Confidentiality Agreement”). Seller shall, within two (2) Business Days, notify Buyer in writing of any and all such inquiries, proposals or offers received by, or any such discussions or negotiations sought to be initiated or continued with, any of its representatives, which notice shall set forth the name(s) of such Person(s) and the material terms and conditions of any Acquisition Proposals. Seller shall keep Buyer fully and promptly informed of the Merger Agreementstatus (including amendments or proposed amendments) of any such Acquisition Proposal; provided, that, nothing in this Section 6.1(6) shall permit Seller to terminate this Agreement (except as specifically provided in Section 14.1 hereof).

No Solicitation of Transactions. The Shareholder, subject to the last sentence of this Section 3.3, (a) RMT Parent agrees that from the date of this Agreement until the Termination Date, the Shareholder shall it will not, directly or indirectly, nor, in case the Shareholder is a corporation or other entity, shall nor will it authorize or permit any of its directorsSubsidiaries to, officers or employees or any investment banker, financial advisor, attorney, accountant or other representative retained by and that it or any of will instruct and cause its Subsidiaries (collectively, the "REPRESENTATIVES") Representatives not to, directly or indirectly, (i) solicit, initiate or knowingly encourage (including by means way of furnishing nonpublic non-public information), or take any other action to knowingly facilitate, any inquiries or the making of any proposal or offer with respect to, or that reasonably may be expected to lead to a (including any proposal or offer forto RMT Parent’s stockholders), with respect to any Competing Transaction RMT Parent Transaction, (as defined ii) enter into, maintain, continue or otherwise engage or participate in the Merger Agreement), or enter into or maintain or continue any discussions or negotiate negotiations with any person or entity Person in furtherance of such inquiries or to obtain a proposal or offer with respect to a Competing RMT Parent Transaction, (iii) agree to, approve, endorse, recommend or agree to or endorse consummate any Competing RMT Parent Transaction, other than with (iv) enter into any Competing RMT Parent Transaction Agreement or an affiliate of Parent. The Shareholder shall promptly (but in any event within 24 hoursv) notify Parent if any proposal resolve, propose or offeragree, or authorize or permit any inquiry or contactRepresentative, constituting or regarding a Competing Transaction is madeto do any of the foregoing. RMT Parent shall, and the Shareholder shall promptly inform Parent as to the material details of any such proposalcause its Subsidiaries to, offerand shall instruct and cause its Representatives to, inquiry or contact, including the identity of the party making any such proposal, offer, inquiry or contact, and, if in writing, promptly deliver or cause to be delivered to Parent a copy of such proposal, offer, inquiry or contact and any other written material reasonably relating thereto. The Shareholder immediately shall cease and cause to be terminated all existing discussions or negotiations with any parties Persons (other than GPC and its Affiliates) conducted heretofore prior to the execution of this Agreement by RMT Parent or any of its Subsidiaries or Representatives with respect to a Competing RMT Parent Transaction. Notwithstanding RMT Parent shall not, and shall cause its Subsidiaries not to, and RMT Parent shall instruct and cause its Representatives not to, release any third party from, or waive any provision of, any confidentiality or standstill agreement to which it or one of its Affiliates is a party in connection with a Competing RMT Parent Transaction. RMT Parent shall, and shall cause its Subsidiaries to, promptly request each Person (other than GPC and its Affiliates) that has heretofore executed a confidentiality agreement with RMT Parent or any of its Subsidiaries in connection with such Person’s consideration of a Competing RMT Parent Transaction (whether by merger, acquisition of stock or assets or otherwise), to return (or if permitted by the provisions of this Section 3.3applicable confidentiality agreement, a Shareholder who is also a director or officer of the Company may take any action in his capacity as destroy) all information required to be returned (or, if applicable, destroyed) by such (including complying with or exercising his fiduciary duties as a member of the Board of Directors of the Company) as is not limited by Person under the terms of the Merger Agreementapplicable confidentiality agreement and, if requested by GPC, to seek to enforce such Person’s obligation to do so.

No Solicitation of Transactions. The Shareholder, subject to the last sentence of this Section 3.3, agrees that from the date of (a) Unless and until this Agreement until is terminated in accordance with its terms, neither the Termination Date, the Shareholder shall notCompany nor its Subsidiary shall, directly or indirectly, northrough any officer, in case the Shareholder is a corporation trustee director, agent or other entityotherwise, shall nor will it authorize or permit any of its directors, officers or employees or any investment banker, financial advisor, attorney, accountant or other representative retained by it or any of acting on its Subsidiaries behalf to (collectivelyA) initiate, the "REPRESENTATIVES") to, directly or indirectly, solicit, initiate solicit or encourage (including by means way of furnishing nonpublic informationnon-public information or assistance), or take any other action to facilitate, any inquiries or the making of any proposal or offer with respect tothat constitutes, or that may reasonably may be expected to lead to, (i) any acquisition in any manner, directly or indirectly (including through any option, right to a proposal acquire or offer for, any Competing Transaction (as defined in the Merger Agreementother beneficial ownership), of 10% or more of any class of equity securities of the Company, or assets representing a material portion of the assets of the Company or the Property, other than by Parent or its Subsidiaries, (ii) any merger, consolidation, sale of assets, share exchange, recapitalization, other business combination, liquidation, or other action out of the ordinary course of business of the Company, other than with the Parent or its Subsidiaries, (iii) any public announcement of a proposal, plan or intention to do any of the foregoing or any agreement to engage in any of the foregoing (any of the foregoing, a "COMPETING PROPOSAL"), (iv) the withdrawal by the Company's Board of Trustees of its Company Board Recommendation or (B) enter into into, participate or maintain or continue discussions or negotiate with any person or entity in furtherance of such inquiries or to obtain a Competing Transaction, or (C) agree to or endorse any Competing Transaction; PROVIDED, other than THAT, prior to the date of the Company Stockholders Meeting, the Company's Board of Trustees or the Special Committee (and the officers, trustees, agents, and financial advisors of the Company acting at the direction of the Company's Board of Trustees or the Special Committee) may furnish information to, or enter into discussions or negotiations with, any person that previously has made an unsolicited bona fide written Competing Proposal if, and only to the extent that (I) the Company's Board of Trustees, after consultation with and having considered the advise of independent outside legal counsel, determines in good faith, that (i) such Competing Proposal would, if consummated, constitute a Superior Proposal (as hereinafter defined), and (ii) the failure to engage in such negotiations or discussions or provide such information would constitute a breach of the duties of the Board of Trustees of the Company under the Company's declaration of trust or applicable law, (II) prior to taking such action, the Company (i) provides reasonable notice to Parent or an affiliate of Parent. The Shareholder shall promptly (but in any event within 24 hoursno later than 48 hours prior to taking such action) notify Parent if any proposal to the effect that it is taking such action and (ii) receives from such person an executed confidentiality agreement in reasonably customary form, and (III) the Company notifies the Acquiring Entities as promptly as practicable of all of the relevant details relating to all inquiries and proposals which the Company or offer, its Subsidiary or any inquiry such officer, director, employee, investment banker, financial advisor, attorney, accountant or contact, constituting or regarding a Competing Transaction is made, and the Shareholder shall promptly inform Parent as other representative may receive relating to the material details any of any such proposal, offer, inquiry or contact, including the identity of the party making any such proposal, offer, inquiry or contactmatters, and, if such inquiry or proposal is in writing, the Company shall deliver to the Acquiring Entities a copy of such inquiry or proposal. In furtherance of and not in limitation of the preceding, the Company shall provide the Parent with a copy of any Competing Proposal or amendments or supplements thereto, and promptly deliver inform Parent of the status of any discussions or cause negotiations with such a third party, and any material changes to be delivered to the terms and conditions of such Competing Proposal, and shall promptly give Parent a copy of any information delivered to such proposalperson that has not previously been reviewed by Parent. Immediately after the execution and delivery of this Agreement, offerthe Company will, inquiry or contact and any will cause its subsidiaries and affiliates, and their respective officers, directors, employees, investment bankers, attorneys, accountants and other written material reasonably relating thereto. The Shareholder immediately shall agents to, cease and cause to be terminated all terminate any existing activities, discussions or negotiations with any parties conducted heretofore with respect to a any possible Competing TransactionProposal. Notwithstanding the provisions of Nothing contained in this Section 3.3, a Shareholder who is also a director or officer shall prohibit the Company's Board of the Company may take any action in his capacity as such (including Trustees from complying with Rule 14e-2 promulgated under the Exchange Act with regard to a tender or exercising his fiduciary duties as a member of the Board of Directors of the Company) as is not limited by the terms of the Merger Agreementexchange offer.

No Solicitation of Transactions. (a) The Shareholder, subject to the last sentence of this Section 3.3, Company agrees that from the date of this Agreement until the Termination Date, the Shareholder shall not, directly or indirectly, nor, in case the Shareholder is a corporation or other entity, shall neither it authorize or permit nor any Subsidiary nor any of its the directors, officers or employees of it or any Subsidiary will, and that it will not authorize or permit its and its Subsidiaries’ agents, advisors and other representatives (including, without limitation, any investment banker, financial advisor, attorney, accountant or other representative retained by it or any of its Subsidiaries Subsidiary (such agents, advisors and other representatives, each, a “Representative” and collectively, the "REPRESENTATIVES"“Representatives”)) to, directly or indirectly, (i) solicit, initiate or knowingly encourage or knowingly facilitate (including by means way of furnishing nonpublic information)) the making, submission or take any other action to facilitate, any inquiries or the making announcement of any proposal Transaction Proposal or offer with respect to, or that reasonably may be expected to lead to a proposal or offer for, any Competing Transaction (as defined in the Merger Agreement), or ii) enter into or maintain or continue discussions or negotiate negotiations with any person or entity with respect to or in furtherance of such inquiries or order to obtain a Competing TransactionTransaction Proposal, or (iii) agree to, approve, endorse or recommend any Transaction Proposal or enter into any letter of intent or other contract, agreement or commitment contemplating or otherwise relating to or endorse any Competing TransactionTransaction Proposal (except, other than with Parent or an affiliate respect to clause (iii), to the extent specifically permitted pursuant to the provisions of ParentSection 7.05(c)). The Shareholder Company shall notify Parent as promptly as practicable (but and in any event within 24 hoursone (1) notify Parent business day after the Company attains knowledge thereof), orally and in writing, if any proposal or offerTransaction Proposal, or any inquiry or contactcontact with any person with respect thereto, constituting or regarding a Competing Transaction is made, and the Shareholder shall promptly inform Parent as to specifying the material details of any such proposal, offer, inquiry or contact, including terms and conditions thereof and the identity of the party making such Transaction Proposal (including any such proposal, offer, inquiry material amendments or contact, and, if in writing, promptly deliver or cause to be delivered to Parent a copy of such proposal, offer, inquiry or contact and any other written proposed material reasonably relating amendments thereto). The Shareholder Company shall, and shall direct its Subsidiaries’ directors, officers, employees and Representatives to, immediately shall cease and cause to be terminated all existing any discussions or negotiations with any parties that may have been conducted heretofore with respect to a Competing TransactionTransaction Proposal. Notwithstanding The Company shall not release any third party from, or waive any provision of, any confidentiality agreement to which it is a party and the provisions Company shall promptly request each person that has heretofore executed a confidentiality agreement in connection with its consideration of this Section 3.3making any Transaction Proposal, a Shareholder who is also a director if any, to return all confidential information heretofore furnished to such person by or officer on behalf of the Company may take or any action in his capacity as Subsidiary and, if requested by Parent, to promptly enforce such (including complying with or exercising his fiduciary duties as a member of the Board of Directors of the Company) as is not limited by the terms of the Merger Agreementperson’s obligation to do so.

No Solicitation of Transactions. The Shareholder, subject to the last sentence of (a) Except as otherwise permitted by this Section 3.36.4, each of the Company and Parent agrees that from the date of this Agreement until the Termination Date, the Shareholder it shall not, directly or indirectly, nor, in case the Shareholder is a corporation or other entity, nor shall it authorize or permit any of its directorsSubsidiaries to, officers or employees or any investment banker, financial advisor, attorney, accountant or other representative retained by and it or any of shall cause its Subsidiaries (collectively, the "REPRESENTATIVES") and its Subsidiaries’ Representatives not to, directly or indirectly, : (i) solicit, initiate initiate, encourage, facilitate or encourage induce any inquiry with respect to, or the making, submission or announcement of, any Acquisition Proposal (including by means it being understood and agreed that nothing in this clause (i) shall be deemed to restrict in any manner the operation of furnishing either party’s business, or that of its subsidiaries, in the ordinary course of business), (ii) participate in any discussions or negotiations regarding, or furnish to any person any nonpublic information)information with respect to, or take any other action to facilitate, facilitate any inquiries or the making of any proposal that constitutes, or offer may reasonably be expected to lead to, any Acquisition Proposal (it being understood and agreed that nothing in this clause (ii) shall be deemed to restrict in any manner the operation of either party’s business, or that of its Subsidiaries, in the ordinary course of business), (iii) engage in discussions with any person with respect to any Acquisition Proposal, except to notify such person as to the existence of these provisions, (iv) approve, adopt, endorse or recommend to its stockholders or any other person any Acquisition Proposal with respect to it, or (v) enter into any letter of intent or similar document or any agreement, commitment or understanding providing for or contemplating any Acquisition Proposal or a transaction contemplated thereby. Except as permitted by Section 6.4(c) hereof and subject to compliance with its terms, each of the Company and Parent shall immediately terminate, and shall cause its Subsidiaries and its and its Subsidiaries’ Representatives to terminate immediately, all discussions or negotiations, if any, with any third party with respect to, or any that would reasonably may be expected to lead to an Acquisition Proposal. Each of the Company and Parent shall immediately demand that each person which has heretofore executed a proposal or offer for, any Competing Transaction (as defined in the Merger Agreement), or enter into or maintain or continue discussions or negotiate confidentiality agreement with any person or entity in furtherance of such inquiries or to obtain a Competing Transaction, or agree to or endorse any Competing Transaction, other than with Parent or an affiliate of Parent. The Shareholder shall promptly (but in any event within 24 hours) notify Parent if any proposal or offer, it or any inquiry of its Affiliates (for all purposes of references to Affiliates in this sentence, excluding Xxxx Capital, Inc. and its Affiliates and Bear, Xxxxxxx & Co. Inc. and its Affiliates) or contactSubsidiaries or any of its or its Affiliates’ or Subsidiaries’ Representatives since January 1, constituting or regarding a Competing Transaction is made, and the Shareholder shall promptly inform Parent as to the material details of any such proposal, offer, inquiry or contact, including the identity of the party making any such proposal, offer, inquiry or contact, and, if in writing, promptly deliver or cause to be delivered to Parent a copy of such proposal, offer, inquiry or contact and any other written material reasonably relating thereto. The Shareholder immediately shall cease and cause to be terminated all existing discussions or negotiations with any parties conducted heretofore 2002 with respect to such person’s consideration of a Competing Transaction. Notwithstanding possible Acquisition Proposal (which definition, for the provisions purposes of this Section 3.3sentence only, shall substitute for each reference to “80%” and “20%” appearing therein, “75%” and “25%”, respectively) to immediately return or destroy (and have such destruction certified in writing by such person to such party hereunder) all confidential information heretofore furnished by such party or any of its Affiliates or Subsidiaries or any of its or its Affiliates’ or Subsidiaries’ Representatives to such person or any of such person’s Affiliates or Subsidiaries or any of such person’s or such person’s Affiliates’ or Subsidiaries’ Representatives with respect to such person’s consideration of a Shareholder who is also a director or officer of the Company may take any action in his capacity as such (including complying with or exercising his fiduciary duties as a member of the Board of Directors of the Company) as is not limited by the terms of the Merger Agreementpossible Acquisition Proposal.

No Solicitation of Transactions. The Shareholder, subject to solely in the last sentence Shareholder's capacity as a shareholder of this Section 3.3the Company, agrees that from the date of this Agreement until the Termination Date, the Shareholder shall not, directly or indirectly, nor, in case the Shareholder is a corporation or other entity, nor shall it authorize or permit any of its directors, officers or employees or any investment banker, financial advisor, attorney, accountant or other representative retained by it or any of its Subsidiaries (collectively, the "REPRESENTATIVES"“Representatives”) to, directly or indirectly, solicit, initiate or encourage (including by means of furnishing nonpublic information), or take any other action to facilitate, any inquiries or the making of any proposal or offer with respect that constitutes, or may reasonably be likely to lead to, or that reasonably may be expected to lead to a proposal or offer for, any Competing Transaction Takeover Proposal (as defined in the Merger Agreement), or enter into or maintain or continue discussions or negotiate with any person or entity in furtherance of such inquiries or to obtain a Competing TransactionTakeover Proposal, or agree to or endorse any Competing TransactionTakeover Proposal, or authorize or permit any of its Representatives to take any such action, other than with Parent or an affiliate of Parent. The Shareholder shall promptly (but in any event within 24 hours) immediately notify Parent if any proposal or offer, or any inquiry or contactcontact with any person with respect thereto, constituting or regarding a Competing Transaction Takeover Proposal is made, and the Shareholder shall promptly immediately inform Parent as to the material details of any such proposal, offer, inquiry or contact, including the identity of the party making any such proposal, offer, inquiry or contact, and, if in writing, promptly deliver or cause to be delivered to Parent a copy of such proposal, offer, inquiry or contact and any other written material reasonably relating thereto. The Shareholder immediately shall cease and cause to be terminated all existing discussions or negotiations with any parties conducted heretofore with respect to a Competing TransactionTakeover Proposal. Notwithstanding the provisions of this Section 3.33.03, a Shareholder who is also a director or officer of the Company may take any action in his capacity as such (including complying with or exercising his fiduciary duties as a member of the Board of Directors of the Company) as is not limited by the terms of the Merger Agreement.

No Solicitation of Transactions. The Shareholder, subject to (a) Until the last sentence earlier of this Section 3.3, agrees that from the date Effective Time and termination of this Agreement until the Termination Datepursuant to Article VIII, except as set forth in Section 6.04(b), the Shareholder shall notCompany agrees that neither it nor any of its Subsidiaries, and that it will cause its and its Subsidiaries’ Representatives (including any investment banker, attorney or accountant retained by any Group Company), not to, in each case, directly or indirectly, nor, in case the Shareholder is a corporation or other entity, shall it authorize or permit any of its directors, officers or employees or any investment banker, financial advisor, attorney, accountant or other representative retained by it or any of its Subsidiaries (collectively, the "REPRESENTATIVES"i) to, directly or indirectly, solicit, initiate or knowingly encourage (including by means way of furnishing nonpublic informationinformation concerning any Group Company), or take any other action to knowingly facilitate, any inquiries or the making of any proposal or offer with respect to(including any proposal or offer to its shareholders) that constitutes, or that could reasonably may be expected to lead to a proposal or offer forto, any Competing Transaction Transaction, (as defined in the Merger Agreement)ii) enter into, or enter into or maintain or continue discussions or negotiate with negotiations with, or provide any person or entity nonpublic information concerning any Group Company to, any Third Party in furtherance of such inquiries or to obtain a proposal or offer for a Competing Transaction, (iii) agree to, approve, endorse, recommend or agree consummate any Competing Transaction or enter into any letter of intent or Contract (other than an Acceptable Confidentiality Agreement) or commitment contemplating or otherwise relating to or endorse any Competing Transaction, other than (iv) grant any waiver, amendment or release under any standstill, confidentiality or similar agreement or Takeover Statutes (and the Company shall promptly take all action necessary to terminate or cause to be terminated any such waiver previously granted with Parent respect to any provision of any such confidentiality, standstill or an affiliate similar agreement or Takeover Statute and to enforce each such confidentiality, standstill and similar agreement), or (v) authorize or permit any of Parentthe Representatives of the Company or any of its Subsidiaries to take any action set forth in clauses (i) — (iv) of this Section 6.04(a). The Shareholder Company shall notify Parent as promptly as practicable (but and in any event within 24 hoursforty-eight (48) notify Parent if hours after the Company has knowledge thereof), orally and in writing, of any proposal or offer, or any inquiry or contactcontact with any person, constituting or regarding a Competing Transaction is madeor that, in the Company’s good faith judgment, could reasonably be expected to lead to a Competing Transaction, specifying (x) the material terms and conditions thereof (including material amendments or proposed material amendments) and providing, if applicable, copies of any written requests, proposals or offers, including proposed agreements, (y) the identity of the party making such proposal or offer or inquiry or contact, and (z) whether the Shareholder Company has any intention to provide confidential information to such person. The Company shall promptly inform keep Parent as to informed, on a reasonably current basis (and in any event within forty-eight (48) hours of the occurrence of any material details changes, developments, discussions or negotiations) of the status and terms of any such proposal, offer, inquiry inquiry, contact or contact, including request and of any material changes in the identity status and terms of the party making any such proposal, offer, inquiry inquiry, contact or contactrequest (including the material terms and conditions thereof). Without limiting the foregoing, andthe Company shall provide Parent with forty-eight (48) hours prior notice (or such lesser prior notice as is provided to the members of the Company Board or members of the Special Committee) of any meeting of the Company Board or Special Committee at which the Company Board or Special Committee, if in writingas applicable, promptly deliver or cause is reasonably expected to be delivered to Parent a copy of such proposal, offer, inquiry or contact and consider any other written material reasonably relating theretoCompeting Transaction. The Shareholder Company shall, and shall cause its Subsidiaries and the Representatives of the Company and its Subsidiaries to, immediately shall cease and cause to be terminated terminate all existing discussions or negotiations with any parties conducted heretofore with respect to a Competing Transaction. Notwithstanding The Company shall not, and shall cause its Subsidiaries not to, enter into any confidentiality agreement with any Third Party subsequent to the provisions date of this Section 3.3, a Shareholder who is also a director or officer of Agreement that prohibits the Company may take any action in his capacity as from providing such (including complying with or exercising his fiduciary duties as a member of the Board of Directors of the Company) as is not limited by the terms of the Merger Agreementinformation to Parent.

No Solicitation of Transactions. The Shareholder(a) Each of AmSurg and Holdings shall immediately cease, subject and shall cause its respective Subsidiaries and Representatives to immediately cease, any discussions or negotiations with any Person that may be ongoing with respect to a Competing Proposal, or any proposal that could reasonably be expected to lead to a Competing Proposal, and shall request to have returned promptly to AmSurg or Holdings, as applicable, or destroyed any confidential information that has been provided in any such discussions or negotiations. From the last sentence date hereof until the earlier of this Section 3.3, agrees that from the Merger 2 Effective Time or the date of termination of this Agreement until the Termination Datein accordance with Article 7, the Shareholder each of AmSurg and Holdings shall not, directly or indirectly, nor, in case the Shareholder is a corporation or other entity, and shall it authorize or permit any of cause its directors, officers or employees or any investment banker, financial advisor, attorney, accountant or other representative retained by it or any of its respective Subsidiaries (collectively, the "REPRESENTATIVES") and Representatives not to, directly or indirectly, (i) solicit, initiate or knowingly encourage or induce (including by means way of furnishing nonpublic informationinformation which has not been previously publicly disseminated), or take any other action designed to facilitate, any inquiries or the making of any proposal which constitutes, or offer with respect could reasonably be expected to lead to, any Competing Proposal, or (ii) engage in any discussions or negotiations regarding any Competing Proposal; provided, however, that (x) such party may ascertain facts from the Person making an unsolicited Competing Proposal for the sole purpose of the AmSurg Board or the Holdings Board, as applicable, informing itself about the terms of such Competing Proposal and the Person that made it and (y) if, prior to obtaining the AmSurg Shareholder Approval (in the case of AmSurg) or the Holdings Stockholder Approval (in the case of Holdings) and following the receipt of a bona fide written Competing Proposal made after the date hereof that the AmSurg Board or Holdings Board, as applicable, determines in good faith (after receiving advice of its financial advisor and of its outside legal counsel) is or could reasonably may be expected to lead to a proposal Superior Proposal and that was not, directly or offer forindirectly, any solicited, initiated or knowingly encouraged in violation of this Section 5.4, the AmSurg Board or the Holdings Board, as applicable, determines in good faith, after consultation with outside legal counsel, that a failure to take action with respect to such Competing Transaction (Proposal, as defined applicable, would be inconsistent with its fiduciary duties to AmSurg’s shareholders or Holdings’s stockholders, as applicable, under applicable Law, AmSurg or Holdings may, in the Merger Agreementresponse to such Competing Proposal, as applicable, and subject to compliance with Section 5.4(c), (A) furnish information with respect to AmSurg or enter into or maintain or continue discussions or negotiate with any person or entity in furtherance of such inquiries or to obtain a Competing TransactionHoldings, or agree to or endorse any Competing Transactionas applicable, other than with Parent or an affiliate of Parent. The Shareholder shall promptly (but in any event within 24 hours) notify Parent if any proposal or offer, or any inquiry or contact, constituting or regarding a Competing Transaction is made, and the Shareholder shall promptly inform Parent as to the material details of any Person making such proposal, offer, inquiry or contact, including the identity of the party making any such proposal, offer, inquiry or contact, and, if Competing Proposal pursuant to an Acceptable Confidentiality Agreement and (B) engage in writing, promptly deliver or cause to be delivered to Parent a copy of such proposal, offer, inquiry or contact and any other written material reasonably relating thereto. The Shareholder immediately shall cease and cause to be terminated all existing discussions or negotiations with such Person regarding such Competing Proposal. Except as expressly permitted by this Section 5.4, each of Holdings and AmSurg shall not, and shall cause their respective Subsidiaries and Representatives not to, from and after the date of this Agreement until the earlier of the Merger 2 Effective Time or the date, if any, on which this Agreement is terminated pursuant to Article 7, directly or indirectly (1) approve, endorse, recommend or enter into, or publicly propose to approve, endorse, recommend or enter into, any parties conducted heretofore 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 a any Competing Transaction. Notwithstanding Proposal; (2) take any action to make the provisions of any takeover statute inapplicable to any transactions contemplated by a Competing Proposal; (3) terminate, amend, release, modify or knowingly fail to enforce any provision of, or grant any permission, waiver or request under, any standstill, confidentiality or similar agreement entered into by the applicable party in respect of or in contemplation of a Competing Proposal (other than to the extent the Holdings Board or the AmSurg Board, as applicable, determines in good faith after consultation with its outside legal counsel, that failure to take any of such actions under clause (3) would be inconsistent with its fiduciary duties under applicable Law), or (4) propose to do any of the foregoing. For the avoidance of doubt, nothing in this Section 3.3, a Shareholder who is also a director or officer of the Company may take 5.4(a) shall relieve any action in his capacity as such (including complying with or exercising his fiduciary duties as a member of the Board of Directors of the Company) as is not limited by the terms of the Merger Agreementparty from its obligations under Section 5.6.

No Solicitation of Transactions. (a) The Shareholder, subject to the last sentence of this Section 3.3, Company agrees that from the date of this Agreement until the Termination Date, the Shareholder (i) it and its officers and directors shall not, directly or indirectly, nor, in case the Shareholder is a corporation or other entity, shall it authorize or permit any of its directors, officers or employees or any investment banker, financial advisor, attorney, accountant or other representative retained by it or any of (ii) its Subsidiaries and its Subsidiaries’ officers and directors shall not and (collectively, the "REPRESENTATIVES"iii) it shall cause its and its Subsidiaries’ other Representatives and RR Acquisition Holding LLC not to, directly or indirectly, (A) solicit, initiate or encourage (including by means of furnishing nonpublic information)knowingly encourage, or take any other action to knowingly facilitate, any inquiries or the making of any proposal that constitutes or offer is reasonably likely to lead to a Takeover Proposal (other than contacting or engaging in discussions with the Person making a Takeover Proposal or its representatives for the sole purpose of clarifying such Takeover Proposal) or (B) enter into, continue or otherwise participate in any discussions or negotiations regarding, or furnish to any Person any confidential information with respect to, to or that could reasonably may be expected to lead to a proposal or offer forto, any Competing Transaction (as defined in the Merger Agreement), or enter into or maintain or continue discussions or negotiate with any person or entity in furtherance of such inquiries or to obtain a Competing Transaction, or agree to or endorse any Competing Transaction, other than with Parent or an affiliate of ParentTakeover Proposal. The Shareholder shall promptly (but in any event within 24 hours) notify Parent if any proposal or offer, or any inquiry or contact, constituting or regarding a Competing Transaction is madeCompany shall, and the Shareholder shall promptly inform Parent as to the material details of any such proposalcause its Subsidiaries and direct its Representatives to, offer, inquiry or contact, including the identity of the party making any such proposal, offer, inquiry or contact, and, if in writing, promptly deliver or cause to be delivered to Parent a copy of such proposal, offer, inquiry or contact and any other written material reasonably relating thereto. The Shareholder immediately shall cease and cause to be terminated all then existing discussions or and negotiations with any parties Person conducted heretofore theretofore with respect to a Competing Transactionany Takeover Proposal, and shall request the prompt return or destruction of all confidential information previously furnished in connection therewith. Notwithstanding the provisions of foregoing or anything else in this Agreement to the contrary, at any time prior to (i) in the event the Stockholders’ Written Consent is delivered to the Company in accordance with Section 5.4(a), 11:59 p.m. New York City time on the Written Consent End Date, or (ii) in the event the Stockholders’ Written Consent is not delivered to the Company in accordance with Section 5.4(a) and this Agreement is not terminated by Parent in accordance with Section 7.1(j), the date on which the Company Required Vote is obtained at the Company Stockholders’ Meeting (the “Stockholder Approval Date”), in response to an unsolicited bona fide written Takeover Proposal, if the Company has not breached its obligations under this Section 3.35.6(a) and if the Company Board of Directors determines (x) after consultation with, and taking into account the advice of, its financial advisor and outside counsel, that such Takeover Proposal constitutes or is reasonably likely to lead to a Shareholder who is also a director or officer of Superior Proposal and (y) after consultation with, and taking into account the advice of, its outside counsel, that the failure to take such action would be inconsistent with its fiduciary duties under applicable Law, the Company may take any action (and may authorize and permit its Subsidiaries, directors, officers, employees and Representatives to), subject to compliance with Section 5.6(c), (A) 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 containing confidentiality provisions substantially similar to those set forth in his capacity as the Confidentiality Agreement, provided that all such information has previously been provided to Parent or is provided to Parent prior to or substantially concurrently with the time it is provided to such Person, and (including complying B) participate in discussions and negotiations with or exercising his fiduciary duties as a member of the Board of Directors of the CompanyPerson making such Takeover Proposal (and its Representatives) as is not limited by the terms of the Merger Agreementregarding such Takeover Proposal.

No Solicitation of Transactions. The Shareholder(a) Subject to Section 7.04(c), subject to none of the last sentence of this Section 3.3, agrees that from the date of this Agreement until the Termination DateCompany, the Shareholder Operating Partnership or any other Subsidiary shall, nor shall notit authorize, directly or indirectly, norany Representative of the Company, in case the Shareholder is a corporation or other entity, shall it authorize or permit any of its directors, officers or employees Operating Partnership or any investment banker, financial advisor, attorney, accountant or other representative retained by it or any of its Subsidiaries (collectively, the "REPRESENTATIVES") Subsidiary to, directly or indirectly, solicit, initiate (i) solicit or encourage knowingly facilitate (including by means way of furnishing nonpublic information), information or take any other action to facilitate, assistance) any inquiries or the making of any proposal or offer with respect to, or that reasonably may be expected to lead to a proposal or offer forthe making of, any Competing Transaction Acquisition Proposal, (as defined in the Merger Agreement), or ii) enter into or maintain or continue discussions or negotiate with any person or entity Person in furtherance of such inquiries or to obtain a Competing Transactionan Acquisition Proposal or release any Person from any standstill agreement or similar obligation to the Company or any Subsidiary other than the automatic termination of standstill obligations pursuant to the terms of agreements as in effect as of the date hereof, by virtue of the execution and announcement of this Agreement or otherwise, (iii) withdraw, modify or amend the Company Recommendation in any manner adverse to any Buyer Party, or agree fail to make the Company Recommendation (any event described in this clause (iii), a “Change in Recommendation”), (iv) approve, endorse or endorse recommend any Competing TransactionAcquisition Proposal, other than with Parent or (v) enter into any agreement in principle, arrangement, understanding, contract or agreement relating to an affiliate of ParentAcquisition Proposal. The Shareholder shall promptly (but in any event within 24 hours) notify Parent if any proposal or offer, or any inquiry or contact, constituting or regarding a Competing Transaction is madeCompany shall, and the Shareholder shall promptly inform Parent as to the material details of direct its Representatives to, immediately cease any such proposaldiscussions, offer, inquiry negotiations or contact, including the identity of the party making any such proposal, offer, inquiry or contact, and, if in writing, promptly deliver or cause to be delivered to Parent a copy of such proposal, offer, inquiry or contact and any other written material reasonably relating thereto. The Shareholder immediately shall cease and cause to be terminated all existing discussions or negotiations communications with any party or parties conducted heretofore with respect to a Competing Transaction. Notwithstanding any Acquisition Proposal; provided, however, that nothing in this Section 7.04 shall preclude the Company, the Operating Partnership or their respective Representatives from contacting any such party or parties solely for the purpose of complying with the provisions of the last sentence of this Section 3.3, a Shareholder who is also a director or officer of the Company may take any action in his capacity as such (including complying with or exercising his fiduciary duties as a member of the Board of Directors of the Company) as is not limited by the terms of the Merger Agreement7.04(a).

No Solicitation of Transactions. (a) The ShareholderCompany shall, subject and shall direct and use reasonable efforts to the last sentence of this Section 3.3cause its officers, agrees directors, employees, representatives and agents to, immediately cease any discussions or negotiations with any parties that from the date of this Agreement until the Termination Date, the Shareholder may be ongoing with respect to an Acquisition Proposal (as hereinafter defined). The Company shall not, directly or indirectlynor shall it permit any of its Subsidiaries to, nor, in case the Shareholder is a corporation or other entity, nor shall it authorize or permit any of its directorsofficers, officers directors or employees or any investment banker, financial advisor, attorney, accountant or other representative retained by it or any of its Subsidiaries (collectively, the "REPRESENTATIVES") to, directly or indirectly, (i) solicit, initiate or encourage (including by means way of furnishing nonpublic information), or take any other action designed or reasonably likely to facilitate, any inquiries or the making of any proposal or offer with respect towhich constitutes, or that may reasonably may be expected to lead to, any Acquisition Proposal or (ii) participate in any discussions or negotiations regarding any Acquisition Proposal; provided, however, that if, at any time prior to the consummation of the Offer, the Board determines in good faith, after receipt of advice from its outside counsel, that it is necessary to do so in order to comply with its fiduciary duties to the Company's stockholders under applicable law, the Company may, in response to an Acquisition Proposal which was not solicited by or on behalf of the Company subsequent to the date hereof, and subject to compliance with Section 6.05(b) and (c), (x) furnish information with respect to the Company to any person pursuant to a customary confidentiality agreement (as determined by the Company after receipt of advice from its outside counsel) and (y) participate in negotiations regarding such Acquisition Proposal. "Acquisition Proposal" means (i) any inquiry, proposal or offer for, any Competing Transaction (as defined in the Merger Agreement), or enter into or maintain or continue discussions or negotiate with from any person relating to any direct or entity indirect acquisition or purchase of 15% or more of the assets of the Company and its Subsidiaries or 15% or more of any class of equity securities of the Company or any of its Subsidiaries, (ii) any tender offer or exchange offer that if consummated would result in furtherance any person beneficially owning 15% or more of such inquiries any class of equity securities of the Company or to obtain a Competing Transactionany of its Subsidiaries, (iii) any merger, consolidation, share exchange, business combination, recapitalization, liquidation, dissolution or agree to similar transaction involving the Company or endorse any Competing Transactionof its Subsidiaries, other than with the Transactions, or (iv) any other transaction that could reasonably be expected to prevent or materially delay the consummation of the Offer or the Merger. (b) Except as set forth in this Section 6.05, neither the Board nor any committee thereof shall (i) withdraw or modify, or propose publicly to withdraw or modify, in any manner adverse to Parent or an affiliate Purchaser, the approval or recommendation by such Board or committee of Parent. The Shareholder shall promptly the Offer, the Merger, the other Transactions or this Agreement, (but in any event within 24 hoursii) notify Parent if any proposal approve or offerrecommend, or propose publicly to approve or recommend, any inquiry Acquisition Proposal or contact(iii) cause the Company to enter into any letter of intent, constituting agreement in principle, acquisition agreement or regarding a Competing Transaction is madeother similar agreement related to any Acquisition Proposal with any Person other than Parent or its Affiliates. Notwithstanding the foregoing, and in the Shareholder shall promptly inform Parent as event that prior to the material details Offer, the Board determines in good faith, after receipt of any such proposaladvice from outside counsel, offerthat it is necessary to do in order to comply with its fiduciary duties to the Company's stockholders under applicable law, inquiry the Board may (A) withdraw or contact, including the identity modify its approval or recommendation of the party making any such proposalOffer, offerthe Merger, inquiry the other Transactions or contactthis Agreement, or (B) approve or recommend a Superior Proposal (as hereinafter defined ) or terminate this Agreement and, if in writingit so chooses, promptly deliver or cause the Company to be delivered to Parent a copy of such proposal, offer, inquiry or contact and enter into any other written material reasonably relating thereto. The Shareholder immediately shall cease and cause to be terminated all existing discussions or negotiations with any parties conducted heretofore agreement with respect to a Competing TransactionSuperior Proposal. Notwithstanding For purposes of this Agreement, a "Superior Proposal" means any bona fide proposal made by a third party to acquire, directly or indirectly, for consideration consisting of cash and/or securities, more than 50% of the provisions combined voting power of the shares of the Company's Common Stock then outstanding or all or substantially all of the assets of the Company and its Affiliates on terms which the Board determines in its good faith judgment to be more favorable to the Company's stockholders than the Offer and the Merger and for which financing is committed or, in the good faith judgment of the Board, is reasonably likely to be timely obtained, and also taking into account the likelihood of any prohibition of, or delay in closing, such Superior Proposal under applicable antitrust law. (c) In addition to the obligations of the Company set forth in paragraphs (a) and (b) of this Section 3.36.05, a Shareholder who is also a director if the Company intends to withdraw or officer amend its recommendation of the Offer in accordance with this Section 6.05, it shall give the Purchaser 48 hours advance written notice, such notice to specify the identity of any third party that has made an Acquisition Proposal and the material terms of such Acquisition Proposal. Following the delivery of such notice, the Company may take will promptly inform the Purchaser of material developments with respect to such Acquisition Proposal. 18 25 (d) Nothing contained in this Section 6.05 shall prohibit the Company from taking and disclosing to its stockholders a position contemplated by Rule 14e-2(a) promulgated under the Exchange Act or from making any action in his capacity as such (including complying with or exercising his fiduciary duties as a member of the Board of Directors of disclosure to the Company) as is not limited by the terms of the Merger Agreement's stockholders. Section 6.06.

No Solicitation of Transactions. The Shareholder, subject to (a) Until the last sentence earlier of this Section 3.3, agrees that from the date Effective Time and termination of this Agreement until the Termination Datepursuant to Article VIII, except as set forth in Section 6.04(b), the Shareholder shall notCompany agrees that neither it nor any of its Subsidiaries, and that it will cause its and its Subsidiaries’ Representatives (including any investment banker, attorney or accountant retained by any Group Company), not to, in each case, directly or indirectly, nor, in case the Shareholder is a corporation or other entity, shall it authorize or permit any of its directors, officers or employees or any investment banker, financial advisor, attorney, accountant or other representative retained by it or any of its Subsidiaries (collectively, the "REPRESENTATIVES"i) to, directly or indirectly, solicit, initiate or knowingly encourage (including by means way of furnishing nonpublic informationinformation concerning any Group Company), or take any other action to knowingly facilitate, any inquiries or the making of any proposal or offer with respect to(including any proposal or offer to its shareholders) that constitutes, or that in the Company’s good faith judgment could reasonably may be expected to lead to a proposal or offer forto, any Competing Transaction Transaction, (as defined in the Merger Agreement)ii) enter into, or enter into or maintain or continue discussions or negotiate with negotiations with, or provide any person or entity nonpublic information concerning any Group Company to, any Third Party in furtherance of such inquiries or to obtain such proposal or offer for a Competing Transaction, (iii) agree to, approve, endorse, recommend or agree consummate any Competing Transaction or enter into any letter of intent or Contract (other than an Acceptable Confidentiality Agreement) or commitment contemplating or otherwise relating to or endorse any Competing Transaction, other than (iv) grant any waiver, amendment or release under any standstill, confidentiality or similar agreement or Takeover Statutes (and the Company shall promptly take all action necessary to terminate or cause to be terminated any such waiver previously granted with Parent respect to any provision of any such confidentiality, standstill or an affiliate similar agreement or Takeover Statute and to enforce each such confidentiality, standstill and similar agreement) or (v) authorize or permit any of Parentthe Representatives of the Company or any of its Subsidiaries to take any action set forth in clauses (i) – (iv) of this Section 6.04(a). The Shareholder Company shall notify Parent as promptly as practicable (but and in any event within 24 hours) notify Parent if 48 hours after the Company has knowledge thereof), orally and in writing, of any proposal or offer, or any inquiry or contactcontact with any person, constituting or regarding a Competing Transaction is madeor that in the Company’s good faith judgment could reasonably be expected to lead to a Competing Transaction, and the Shareholder shall promptly inform Parent as to specifying (x) the material details terms and conditions thereof (including material amendments or proposed material amendments) and providing, if applicable, copies of any written requests, proposals or offers, including proposed agreements and (y) the identity of the party making such proposal or offer or inquiry or contact. The Company shall keep Parent informed, on a reasonably current basis (and in any event within 48 hours of the occurrence of any material changes, developments, discussions or negotiations) of the status and terms of any such proposal, offer, inquiry inquiry, contact or contact, including request and of any material changes in the identity status and terms of the party making any such proposal, offer, inquiry inquiry, contact or contactrequest (including the material terms and conditions thereof). Without limiting the foregoing, andthe Company shall provide Parent with 48 hours prior notice (or such lesser prior notice as is provided to the members of the Company Board or members of the Special Committee) of any meeting of the Company Board or Special Committee at which the Company Board or Special Committee, if in writingas applicable, promptly deliver or cause is reasonably expected to be delivered to Parent a copy of such proposal, offer, inquiry or contact and consider any other written material reasonably relating theretoCompeting Transaction. The Shareholder Company shall, and shall cause its Subsidiaries and the Representatives of the Company and its Subsidiaries to, immediately shall cease and cause to be terminated terminate all existing discussions or negotiations with any parties conducted heretofore with respect to a Competing Transaction. Notwithstanding The Company shall not, and shall cause its Subsidiaries not to, enter into any confidentiality agreement with any Third Party subsequent to the provisions of this Section 3.3, a Shareholder who is also a director or officer of date hereof that prohibits the Company may take any action in his capacity as from providing such (including complying with or exercising his fiduciary duties as a member of the Board of Directors of the Company) as is not limited by the terms of the Merger Agreementinformation to Parent.

No Solicitation of Transactions. (a) The Shareholder, subject to the last sentence of this Section 3.3, agrees that from the date of this Agreement until the Termination Date, the Shareholder shall Company will not, directly or indirectlynor will it permit any of its Subsidiaries to, nor, in case the Shareholder is a corporation or other entity, shall nor will it authorize or permit any Representative of its directors, officers or employees or any investment banker, financial advisor, attorney, accountant or other representative retained by it the Company or any of its Subsidiaries (collectively, the "REPRESENTATIVES") to, directly or indirectly, (i) solicit, initiate or encourage the submission of any proposal or offer that constitutes, or may reasonably be expected to lead to, any Acquisition Proposal, (including by means ii) engage in, continue or otherwise participate in any discussions or negotiations regarding, or furnish to any Person any non-public information with respect to the Company or any of furnishing nonpublic information)its Subsidiaries, or take any other action to facilitate, any inquiries or the making of any proposal or offer with respect Acquisition Proposal, (iii) agree to, approve, endorse or that reasonably may be expected to lead to a proposal or offer for, recommend any Competing Transaction (as defined in the Merger Agreement), Acquisition Proposal or enter into any letter of intent, agreement or maintain agreement in principle with respect to an Acquisition Proposal, (iv) authorize or continue discussions permit any Representatives of the Company or negotiate with any person of its Subsidiaries retained by or entity acting directly or indirectly under the direction of the Company or any of its Subsidiaries, to take any action set forth in furtherance the preceding clauses (i) through (iii) of such inquiries this Section 6.4(a) or to obtain a Competing Transaction(v) release any third party from, or agree waive any provision of, any confidentiality or standstill agreement to or endorse any Competing Transactionwhich it is a party. Immediately after the execution and delivery of this Agreement, other than with Parent or an affiliate of Parent. The Shareholder shall promptly (but in any event within 24 hours) notify Parent if any proposal or offer, or any inquiry or contact, constituting or regarding a Competing Transaction is madethe Company will, and the Shareholder shall promptly inform Parent as to the material details of any such proposalwill cause its Subsidiaries and Affiliates and their respective Representatives to, offer, inquiry or contact, including the identity of the party making any such proposal, offer, inquiry or contact, and, if in writing, promptly deliver or cause to be delivered to Parent a copy of such proposal, offer, inquiry or contact and any other written material reasonably relating thereto. The Shareholder immediately shall cease and cause to be terminated all terminate any existing activities, discussions or negotiations with any parties Person conducted heretofore with respect to a Competing Transaction. Notwithstanding the provisions of this Section 3.3any possible Acquisition Proposal, a Shareholder who is also a director shall promptly cause to be returned or officer destroyed all confidential information provided by or on behalf of the Company may take or any action in his capacity as of its Subsidiaries to such (including complying with Person, and shall notify each such Person and its Representatives that the Company Board no longer seeks or exercising his fiduciary duties as a member requests the making of any Acquisition Proposal, and withdraws any consent theretofore given to the Board making of Directors of the Company) as is not limited by the terms of the Merger Agreementan Acquisition Proposal.

No Solicitation of Transactions. (a) The Shareholder, subject to the last sentence of this Section 3.3, Company agrees that from neither it nor any Company Subsidiary nor any of the date directors or officers of this Agreement until the Termination DateCompany or any Company Subsidiary will, and that it will direct its and the Shareholder shall notCompany Subsidiaries’ agents, advisors and other Representatives (including any investment banker, attorney or accountant retained by it or any Company Subsidiary), not to, in each case, directly or indirectly, nor, in case the Shareholder is a corporation or other entity, shall it authorize or permit any of its directors, officers or employees or any investment banker, financial advisor, attorney, accountant or other representative retained by it or any of its Subsidiaries (collectively, the "REPRESENTATIVES"i) to, directly or indirectly, solicit, initiate or knowingly encourage (including by means way of furnishing nonpublic informationinformation in a manner designed to knowingly encourage), or take any other action to facilitate, any inquiries or the making of any proposal or offer with respect to(including any proposal or offer to its Stockholders) that constitutes, or that would reasonably may be expected to lead to a proposal or offer forto, any Competing Transaction Transaction, (as defined in the Merger Agreement)ii) enter into, or enter into or maintain or continue discussions or negotiate with negotiations with, or provide any nonpublic information to, any person or entity (excluding, for avoidance of doubt, the directors, officers, employees, financial advisors, attorneys, advisors and other Representatives of the Company) in furtherance of such inquiries or to obtain a proposal or offer for a Competing Transaction, (iii) agree to, approve, endorse or agree to or endorse recommend any Competing TransactionTransaction or enter into any letter of intent or Contract or commitment contemplating or otherwise relating to any Competing Transaction (in each case, other than (1) a confidentiality agreement entered into in compliance with Parent Section 6.04(b)) and (2) as permitted by Section 6.04(c)), or an affiliate (iv) authorize or permit any of Parentthe officers or directors of the Company or any Company Subsidiary, or direct any investment banker, financial advisor, attorney, accountant or other Representative retained by or acting directly or indirectly under the direction of the Company or any Company Subsidiary, to take any action set forth in clauses (a)(i) – (a)(iii) of this Section 6.04. The Shareholder Company shall not release any Third Party whom the Company has reason to believe is seeking to make or has made a proposal or offer regarding a Competing Transaction from, or waive any provision of, any confidentiality or standstill agreement to which it is a party, unless the Company Board (or the applicable committee thereof) determines in good faith (after consultation with its outside legal counsel) that the failure to take such action would reasonably be expected to be inconsistent with the fiduciary duties of the Company Board (or such committee) under applicable Law. The Company shall notify Parent as promptly as practicable (but and in any event within 24 hoursforty-eight (48) notify Parent if hours after the Company has knowledge thereof), orally and in writing, of any proposal or offer, or any inquiry or contactcontact with any person, constituting or regarding a Competing Transaction is madeor that would reasonably be expected to lead to a Competing Transaction, specifying (x) the material terms and conditions thereof (including material amendments or proposed material amendments) and providing, if applicable, copies of any written requests, proposals or offers, including proposed agreements, (y) the identity of the party making such proposal or offer or the inquiry or contact, and (z) whether the Shareholder Company Board (or the applicable committee thereof) has formed any intention to provide confidential information to such person. The Company shall promptly inform keep Parent as to informed, on a reasonably current basis (and in any event within forty-eight (48) hours of the occurrence of any material details changes, developments, discussions or negotiations) of the status and terms of any such proposal, offer, inquiry inquiry, contact or contact, including request and of any material changes in the identity status and terms of the party making any such proposal, offer, inquiry inquiry, contact or contactrequest (including the material terms and conditions thereof). Without limiting the foregoing, andthe Company shall provide Parent with forty-eight (48) hours prior notice (or such lesser prior notice as is provided to the members of the Company Board or members of the Special Committee) of any meeting of the Company Board (or Special Committee) at which the Company Board (or Special Committee), if in writing, promptly deliver or cause is reasonably expected to be delivered to Parent a copy of such proposal, offer, inquiry or contact and consider any other written material reasonably relating theretoCompeting Transaction. The Shareholder Company immediately shall cease and cause to be terminated all existing discussions or negotiations with any parties conducted heretofore with respect to a Competing Transaction. Notwithstanding the provisions of this Section 3.3, a Shareholder who is also a director or officer of the Company may take any action in his capacity as such (including complying with or exercising his fiduciary duties as a member of the Board of Directors of the Company) as is not limited by the terms of the Merger Agreement.

No Solicitation of Transactions. The Shareholder, subject to the last sentence of this Section 3.3, (a) Parent agrees that from the date of this Agreement until the Termination Date, the Shareholder shall not, directly or indirectly, nor, in case the Shareholder is a corporation or other entity, shall neither it authorize or permit nor any of its directorsRepresentatives shall, officers or employees or any investment banker, financial advisor, attorney, accountant or other representative retained by and that it or any shall cause each of its Subsidiaries (collectively, the "REPRESENTATIVES") Representatives not to, directly or indirectly, (i) solicit, initiate or knowingly encourage (including by means way of furnishing nonpublic information), or take any other action to facilitate, any inquiries or the making of any proposal or offer with respect to, or that reasonably may be expected to lead to a (including any proposal or offer forto Parent’s stockholders), with respect to any Competing Transaction Parent Transaction; (as defined ii) enter into, maintain, continue or otherwise engage or participate in the Merger Agreement), or enter into or maintain or continue any discussions or negotiate negotiations with any person Person or entity in furtherance of such inquiries or to obtain a proposal or offer with respect to a Competing Parent Transaction; (iii) agree to, approve, endorse, recommend or consummate any Competing Parent Transaction; (iv) enter into any Competing Parent Transaction Agreement; (v) take any action to approve a third party becoming an “interested shareholder”, or agree to approve any transaction, for purposes of Section 13.1-725 of the Virginia Stock Corporation Act; or endorse (vi) resolve, propose or agree, or authorize or permit any Competing TransactionRepresentative, other than with to do any of the foregoing. Parent acknowledges and agrees that the doing of any of the foregoing by Parent or an affiliate any of Parentits Representatives shall be deemed to be a breach by Parent of this Section 7.03(a). The Shareholder shall promptly (but in any event within 24 hours) notify Parent if any proposal or offer, or any inquiry or contact, constituting or regarding a Competing Transaction is madeshall, and the Shareholder shall promptly inform Parent as to the material details of any such proposalcause its Representatives to, offer, inquiry or contact, including the identity of the party making any such proposal, offer, inquiry or contact, and, if in writing, promptly deliver or cause to be delivered to Parent a copy of such proposal, offer, inquiry or contact and any other written material reasonably relating thereto. The Shareholder immediately shall cease and cause to be terminated all existing discussions or negotiations with any parties Persons (other than TDCC and its Affiliates) conducted heretofore prior to the execution of this Agreement by Parent or any of its Representatives with respect to a Competing Parent Transaction. Notwithstanding Parent shall not, and shall not permit any of its Representatives to, release any third party from, or waive any provision of, any confidentiality or standstill agreement to which it or one of its Affiliates is a party in connection with a Competing Parent Transaction. Parent shall promptly request each Person (other than TDCC and its Affiliates) that has heretofore executed a confidentiality agreement with Parent in connection with such Person’s consideration of a Competing Parent Transaction (whether by merger, acquisition of stock or assets or otherwise), to return (or if permitted by the provisions of this Section 3.3applicable confidentiality agreement, a Shareholder who is also a director or officer of the Company may take any action in his capacity as destroy) all information required to be returned (or, if applicable, destroyed) by such (including complying with or exercising his fiduciary duties as a member of the Board of Directors of the Company) as is not limited by Person under the terms of the Merger Agreement.applicable confidentiality agreement and, if requested by Parent, to enforce such Person’s obligation to do so. 58

No Solicitation of Transactions. The Shareholder, subject Section 6.4.1. Subject to the last sentence other provisions of this Section 3.3, agrees that from the date of this Agreement until the Termination Date6.4, the Shareholder Company shall, and shall not, directly or indirectly, nor, in case the Shareholder is a corporation or other entity, shall it authorize or permit any of its directors, officers or employees or any investment banker, financial advisor, attorney, accountant or other representative retained by it or any of its Subsidiaries (collectively, the "REPRESENTATIVES") cause each Company Subsidiary to, directly or indirectly, solicit, initiate or encourage (including by means of furnishing nonpublic information), or take any other action to facilitate, any inquiries or the making of any proposal or offer with respect to, or that reasonably may be expected to lead to a proposal or offer for, any Competing Transaction (as defined in the Merger Agreement), or enter into or maintain or continue discussions or negotiate with any person or entity in furtherance of such inquiries or to obtain a Competing Transaction, or agree to or endorse any Competing Transaction, other than with Parent or an affiliate of Parent. The Shareholder shall promptly (but in any event within 24 hours) notify Parent if any proposal or offer, or any inquiry or contact, constituting or regarding a Competing Transaction is made, and the Shareholder shall promptly inform Parent as to the material details of any such proposal, offer, inquiry or contact, including the identity of the party making any such proposal, offer, inquiry or contact, and, if in writing, promptly deliver or cause to be delivered to Parent a copy of such proposal, offer, inquiry or contact and any other written material reasonably relating thereto. The Shareholder immediately shall cease and cause to be terminated all existing suspended any discussions or negotiations with any parties conducted heretofore (other than Parent, Merger Sub and the Parent Representatives) that may be ongoing with respect to a Competing TransactionTakeover Proposal. Notwithstanding The Company shall not, and shall cause each Company Subsidiary not to, (i) directly or indirectly (through any Person) solicit, initiate, or knowingly encourage any Takeover Proposal, (ii) enter into any agreement or agreement in principle with respect to a Takeover Proposal, or (iii) participate in any way in any negotiations or discussions regarding, or furnish or disclose to any Third Party any confidential information with respect to, any Takeover Proposal; provided, however, that at any time prior to obtaining the Stockholder Approval and notwithstanding any provision of this Agreement to the contrary (including this Section 6.4), in response to a bona fide written Takeover Proposal that was received but not solicited by the Company, a Company Subsidiary, or a Company Representative on its behalf, after the date hereof that the Company Board determines in good faith constitutes, or could reasonably be expected to lead to, a Superior Proposal, the Company may furnish information and/or draft agreements with respect to the Company and the Company Subsidiaries to, and enter into negotiations or discussions with, the Person making such Takeover Proposal (and its officers, directors, partners, employees, accountants, consultants, legal counsel, advisors, agents and other representatives) pursuant to a customary confidentiality agreement not less favorable in any material respect to the Company than the Confidentiality Agreement (exclusive of any standstill provisions contained therein). Parent and Merger Sub agree and acknowledge that, with respect to any agreement between the Company and any Third Party that contains a provision prohibiting such Third Party from making a Takeover Proposal without first obtaining from the Company Board a waiver of such provision or consent to such Takeover Proposal, any such waiver or consent on the part of the Company Board may be given by the Company Board and, if given, shall not be considered a solicitation of a Takeover Proposal in violation of this Section 3.3, a Shareholder who is also a director or officer of the Company may take any action in his capacity as such (including complying with or exercising his fiduciary duties as a member of the Board of Directors of the Company) as is not limited by the terms of the Merger Agreement6.4.

No Solicitation of Transactions. (a) The ShareholderCompany and its Representatives immediately shall cease and cause to be terminated all existing discussions or (formal or informal) negotiations with any parties conducted heretofore with respect to a Competing Transaction (as defined below). The Company agrees that, subject to until the last sentence earlier of this Section 3.3, agrees that from the date Effective Time or the termination of this Agreement until the Termination Datepursuant to its terms, the Shareholder shall notneither it nor its Subsidiary nor any of their respective Representatives will, directly or indirectly, nor, in case the Shareholder is a corporation or other entity, shall it authorize or permit any of its directors, officers or employees or any investment banker, financial advisor, attorney, accountant or other representative retained by it or any of its Subsidiaries (collectively, the "REPRESENTATIVES"i) to, directly or indirectly, solicit, initiate or encourage (including by means way of furnishing nonpublic informationinformation or otherwise), or take any other action to facilitate, any inquiries or the making of any proposal or offer with respect to(including, without limitation, any proposal or offer to its stockholders) that constitutes, or that may reasonably may be expected to lead to a proposal or offer forto, any Competing Transaction Transaction, (as defined in the Merger Agreement), or ii) enter into or maintain or continue discussions or negotiate (formal or informal) negotiations with any person or entity in furtherance of such inquiries or to obtain a proposal or offer for a Competing Transaction, or (iii) agree to to, approve, endorse or endorse recommend any Competing Transaction, or resolve, agree or publicly propose to take any such action, or enter into any letter of intent, memorandum of understanding, term sheet, agreement in principle, acquisition agreement, merger agreement, option agreement, joint venture agreement, partnership agreement or other than with Parent contract, agreement or an affiliate commitment contemplating or otherwise relating to or that is intended to or is reasonably likely to lead to a Competing Transaction, or (iv) authorize or permit any of Parentthe Company’s Representatives to take any such action. The Shareholder Company shall notify Parent as promptly as practicable (but and in any event within 24 hoursthree (3) notify Parent business days after the Company attains knowledge thereof), orally and in writing, if any proposal or offer, or any inquiry or contactcontact with any person with respect thereto, constituting or regarding a Competing Transaction is made, and the Shareholder shall promptly inform Parent as to specifying the material details of any such proposal, offer, inquiry or contact, including terms and conditions thereof and the identity of the party making any such proposal, offer, proposal or offer or inquiry or contact, and, if in writing, promptly deliver contact (including material amendments or cause to be delivered to proposed material amendments) and shall provide Parent with a copy of any such proposal, offer, inquiry written offer or contact and any other written material reasonably relating theretoinquiry. The Shareholder immediately Company shall cease and cause provide Parent with at least forty-eight (48) hours prior notice (or such lesser prior notice as is provided to be terminated all existing discussions or negotiations with any parties conducted heretofore with respect to a Competing Transaction. Notwithstanding the provisions of this Section 3.3, a Shareholder who is also a director or officer members of the Company may take Board) of any action in his capacity as such (including complying with or exercising his fiduciary duties as a member meeting of the Company Board of Directors of at which the Company) as Company Board is not limited by the terms of the Merger Agreementreasonably expected to consider any Competing Transaction.

No Solicitation of Transactions. The Shareholder, subject to the last sentence of this Section 3.3, agrees that from the date of this Agreement until the Termination Date, the Shareholder Company shall not, directly or indirectly, norand shall instruct its officers, in case the Shareholder is a corporation directors, employees, subsidiaries, agents or advisors or other entityrepresentatives (including, shall it without limitation, any investment banker, attorney or accountant retained by it), not to, directly or indirectly, solicit, initiate or knowingly encourage (including by way of furnishing nonpublic information), or take any other action knowingly to facilitate, any inquiries or the making of any proposal or offer (including, without limitation, any proposal or offer to its stockholders) that constitutes, or may reasonably be expected to lead to, a transaction involving a change of control of the Company, the sale of all or substantially all of the Company's assets, a merger consolidation or reorganization of or with the Company or any other party, the sale of 25% or more of the Company's stock or other similar transaction (collectively, "Other Transaction"), or enter into or maintain or continue discussions or negotiate with any person in furtherance of such inquiries or to obtain an Other Transaction, or agree to or endorse any Other Transaction, or authorize or permit any of its directorsthe officers, officers directors or employees of the Company or any Company Subsidiary, or any investment banker, financial advisor, attorney, accountant or other representative retained by it the Company or any of its Subsidiaries (collectivelyCompany Subsidiary, the "REPRESENTATIVES") to, directly or indirectly, solicit, initiate or encourage (including by means of furnishing nonpublic information), or to take any other action to facilitate, any inquiries or the making of any proposal or offer with respect to, or that reasonably may be expected to lead to a proposal or offer for, any Competing Transaction (as defined in the Merger Agreement), or enter into or maintain or continue discussions or negotiate with any person or entity in furtherance of such inquiries or to obtain a Competing Transaction, or agree to or endorse any Competing Transaction, other than with Parent or an affiliate of Parentaction. The Shareholder Company shall promptly (but in any event within 24 hours) notify Parent promptly, and in no event later than one day after receipt, if any proposal or offer, or any inquiry or contactcontact with any person with respect thereto, constituting or regarding a Competing an Other Transaction is made, and the Shareholder shall promptly inform Parent as to the material details of any such proposal, offer, inquiry or contact, including the identity of the party making any such proposal, offer, inquiry or contact, and, if in writing, promptly deliver or cause to be delivered to Parent a copy of such proposal, offer, inquiry or contact and any other written material reasonably relating thereto. The Shareholder Company immediately shall cease and cause to be terminated all existing discussions or negotiations with any parties conducted heretofore with respect to a Competing an Other Transaction. Notwithstanding 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. The Company shall use its best efforts to ensure that its officers, directors, employees, subsidiaries, agents and advisors or other representatives (including, without limitation, any investment banker, attorney or accountant retained by it) are aware of the provisions of restrictions described in this Section 3.3, a Shareholder who is also a director or officer of the Company may take any action in his capacity as such (including complying with or exercising his fiduciary duties as a member of the Board of Directors of the Company) as is not limited by the terms of the Merger Agreement6.05.

No Solicitation of Transactions. (a) The Shareholder, subject to the last sentence of this Section 3.3, agrees that from the date of this Agreement until the Termination Date, the Shareholder shall Company will not, directly or indirectly, nor, in case the Shareholder is a corporation or other entity, shall it authorize or permit any of and will instruct its directors, officers or employees or any investment banker, financial advisor, attorney, accountant or other representative retained by it or any of its Subsidiaries (collectively, the "REPRESENTATIVES") Representatives not to, directly or indirectly, solicit, initiate or encourage (including by means of furnishing nonpublic information), or take any other action to facilitate, any inquiries or the making of any proposal or offer with respect to(including, or that reasonably may be expected to lead to a without limitation, any proposal or offer forto its stockholders) that constitutes, or is reasonably likely to lead to, any Competing Transaction (as defined in the Merger Agreementparagraph (b) of this Section 6.04), or enter into or maintain or continue discussions or negotiate with any person or entity in furtherance of such inquiries or to obtain a Competing Transaction, or agree to or endorse any Competing Transaction, other than with Parent or an affiliate authorize or permit any of Parentits Representatives to take any such action. The Shareholder Company shall promptly (but in any event within 24 hours) notify Parent if any proposal proposal, offer or offer, or any inquiry or contact, constituting or regarding a Competing Transaction is made, and the Shareholder Company shall promptly inform Parent as to the material details of any such proposal, offeroffer or inquiry, inquiry or contactincluding, including without limitation, the identity of the party making any such proposal, offer, inquiry offer or contact, and, if in writing, promptly deliver or cause to be delivered to Parent a copy of such proposal, offer, inquiry or contact and any other written material reasonably relating theretoinquiry. The Shareholder Company immediately shall cease and cause to be terminated all existing discussions or negotiations with any parties conducted heretofore with respect to a Competing Transaction. The Company shall not release any third party from, or waive any provision of, any confidentiality or standstill agreement relating to a Competing Transaction to which it is a party. Notwithstanding anything to the provisions of contrary in this Section 3.36.04, a Shareholder who is also a director or officer of the Company may take any action in his capacity as such (including complying with furnish information to, and enter into discussions or exercising his fiduciary duties as negotiations with, a member of person who has made an unsolicited, bona fide proposal or offer regarding a Competing Transaction only if the Company’s Board of Directors of has (i) concluded after consultation with the Company’s external legal counsel and its financial advisor that such proposal or offer constitutes or could reasonably lead to a Superior Proposal (as defined below), (ii) has concluded, after consultation with its external legal counsel, that, in light of such Competing Transaction, the failure to furnish such information or enter into discussions or negotiations is reasonably likely to result in a breach of its fiduciary obligations to the Company and its stockholders under applicable Law, (iii) provided notice to Parent of its intent to furnish information or enter into discussions or negotiations with such person at least one business day prior to taking any such action and (iv) obtained from such person an executed confidentiality agreement on terms no less favorable to the Company than those contained in the Non-Disclosure Agreement; provided, however, that no information may be furnished and no discussions may be entered into in the event that the Company has intentionally breached this Section 6.04(a); provided further, however, that the Company’s Board of Directors shall furnish to Parent all information provided to the person who has made the Competing Transaction to the extent that such information has not been previously provided to Parent and shall keep Parent promptly and reasonably informed as is not limited by to the terms status of the Merger Agreementany discussions regarding such Competing Transaction.

No Solicitation of Transactions. The Shareholder, subject to (a) Each of the last sentence of this Section 3.3, agrees that from the date of this Agreement until the Termination Date, the Shareholder shall Company and Parent will not, directly or indirectly, norand will instruct its officers, in case the Shareholder is a corporation directors, employees, subsidiaries, affiliates, agents or advisors or other entityrepresentatives (including, shall it authorize or permit any of its directorswithout limitation, officers or employees or any investment banker, financial advisor, attorney, attorney or accountant or other representative retained by it or any of its Subsidiaries (collectively, the "REPRESENTATIVES"it) not to, directly or indirectly, take any action to (i) solicit, initiate or knowingly encourage (including by means way of furnishing nonpublic information), or take any other action knowingly to facilitate, any inquiries or the making of any proposal or offer with respect to(including, without limitation, any proposal or offer to its stockholders or shareholders, as the case may be) that constitutes, or that may reasonably may be expected to lead to a proposal or offer forto, any Competing Transaction Transaction, (as defined in the Merger Agreement), or ii) enter into or maintain or continue participate in any way in discussions or negotiate with any person or entity in furtherance of such inquiries or to obtain a Competing Transaction, or (iii) agree to or approve, recommend 43 or endorse any Competing Transaction, or authorize or permit any of the officers, directors, employees or affiliates of such party or any of its subsidiaries, or any investment banker, financial advisor, attorney, accountant or other than with Parent representative retained by such party or an affiliate any of Parentsuch party's subsidiaries, to take any such action. The Shareholder Company shall promptly (but in any event within 24 hours) notify Parent and Parent shall notify the Company promptly if any proposal or offer, or any inquiry or contactcontact with any person with respect thereto, constituting or regarding a Competing Transaction is made, and the Shareholder shall promptly inform Parent as to the material details of any such proposal, offer, inquiry or contact, including the identity of the party making any such proposal, offer, inquiry or contact, and, if in writing, promptly deliver or cause to be delivered to Parent a copy of such proposal, offer, inquiry or contact and any other written material reasonably relating thereto. The Shareholder immediately Company and Parent shall cease immediately and cause to be terminated any and all existing discussions or negotiations with any parties conducted heretofore with respect to a Competing Transaction. Notwithstanding the provisions of this Section 3.3, a Shareholder who is also a director or officer Transaction and promptly request that all confidential information furnished on behalf of the Company may take any action in his capacity as such (including complying with or exercising his fiduciary duties as a member Parent be returned. Each of the Board of Directors of the Company) as Company and Parent agrees not to release any third party from, or waive any provision of, any confidentiality or standstill agreement to which it is not limited by the terms of the Merger Agreementa party.

No Solicitation of Transactions. The Shareholder, subject to the last sentence of this Section 3.3, Company agrees that from the date of this Agreement until the Termination Date, the Shareholder shall not, directly or indirectly, nor, in case the Shareholder is a corporation or other entity, shall neither it authorize or permit nor any of its directorsofficers, officers directors or employees or affiliates shall, and that it shall direct and cause its employees, agents and representatives (including any investment banker, financial advisor, attorney, attorney or accountant or other representative retained by it or any of its Subsidiaries it) (collectively, the "REPRESENTATIVES"“Representatives”) not to, directly or indirectly, solicitinitiate, initiate solicit or encourage otherwise facilitate (including by means way of furnishing nonpublic information), or take any other action to facilitate, ) any inquiries or the making of any proposal or offer with respect toto (a) a merger, reorganization, share exchange, consolidation, business combination, recapitalization, liquidation, dissolution or similar transaction involving it, or that reasonably may be expected to lead to (b) a purchase or sale of any of the assets or any of the voting securities of it (in either case, other than the Merger or as otherwise permitted by Section 5.1) (any such proposal or offer forbeing hereinafter referred to as an “Acquisition Proposal”). The Company further agrees that neither it nor any of its officers, directors or affiliates of it shall, and that it shall direct and cause its Representatives not to, directly or indirectly, have any Competing Transaction discussion with or provide any confidential information or data to any person (as defined in the Merger Agreement)other than Parent and Sub) relating to an Acquisition Proposal, or enter into or maintain or continue discussions or negotiate with engage in any person or entity in furtherance of such inquiries or to obtain a Competing Transactionnegotiations concerning an Acquisition Proposal, or agree otherwise facilitate any effort or attempt to make or endorse any Competing Transaction, other than with Parent implement an Acquisition Proposal or accept an affiliate of ParentAcquisition Proposal. The Shareholder shall promptly (but in any In the event within 24 hours) notify Parent if any proposal or offer, or any inquiry or contact, constituting or regarding a Competing Transaction an Acquisition Proposal is made, and the Shareholder Company shall promptly inform notify Parent as to the material details of any such proposal, offer, inquiry or contact, including the identity of the party making any such proposal, offer, inquiry or contact, and, if in writing, promptly deliver or cause to be delivered to Parent a copy of such proposal, offer, inquiry together with the name of such person and the material terms and conditions of any proposals or contact and any other written material reasonably relating theretooffers. The Shareholder Company agrees that it will immediately shall cease and cause to be terminated all any existing activities, discussions or negotiations with any parties conducted heretofore with respect to a Competing Transactionany Acquisition Proposal, prospective financing or similar transaction or arrangement and use commercially reasonable efforts to cause any parties with whom any such activities, discussions or negotiations have taken place to return or destroy all information regarding the Company shared with any such parties in furtherance of any such activities, discussions or negotiations. Notwithstanding The Company agrees that it will use it commercially reasonable efforts to take all necessary steps to promptly inform the provisions individuals or entities referred to in the first sentence of this Section 3.3, a Shareholder who is also a director or officer 6.3 of the Company may take any action obligations undertaken in his capacity as such (including complying with or exercising his fiduciary duties as a member of the Board of Directors of the Company) as is not limited by the terms of the Merger Agreementthis Section 6.3.

No Solicitation of Transactions. (a) The Shareholder, subject to the last sentence of this Section 3.3, agrees that from the date of this Agreement until the Termination Date, the Shareholder Company and its Subsidiaries shall not, directly or indirectly, norand shall instruct their respective officers, in case the Shareholder is a corporation or other entity, shall it authorize or permit any of its directors, officers or employees or any investment bankerfinancial advisors, financial advisor, attorney, accountant or other representative retained by it or any of its Subsidiaries attorneys and agents (collectively, the "REPRESENTATIVESCompany Representatives") to, not to directly or indirectly, (i) solicit, initiate initiate, encourage, induce or encourage (including by means facilitate any inquiries regarding, or the making, submission, reaffirmation or announcement of furnishing nonpublic information), any Acquisition Proposal or take any other action to facilitate, any inquiries or the making of any proposal or offer with respect to, or that could reasonably may be expected to lead to a proposal or offer foran Acquisition Proposal, (ii) furnish any Competing Transaction (as defined in nonpublic information regarding any of the Merger Agreement)Company Parties, or enter into provide any access to the books, records or maintain personnel of any of the Company Parties, to any Person in connection with or continue discussions or negotiate with any person or entity in furtherance of such inquiries or response to obtain a Competing Transaction, or agree to or endorse any Competing Transaction, other than with Parent an Acquisition Proposal or an affiliate inquiry or indication of Parent. The Shareholder shall promptly interest that could reasonably be expected to lead to an Acquisition Proposal, (but iii) engage in, continue or otherwise participate in any event within 24 hours) notify Parent if any proposal or offer, or any inquiry or contact, constituting or regarding a Competing Transaction is made, and the Shareholder shall promptly inform Parent as to the material details of any such proposal, offer, inquiry or contact, including the identity of the party making any such proposal, offer, inquiry or contact, and, if in writing, promptly deliver or cause to be delivered to Parent a copy of such proposal, offer, inquiry or contact and any other written material reasonably relating thereto. The Shareholder immediately shall cease and cause to be terminated all existing discussions or negotiations with any parties conducted heretofore Person in respect of, or otherwise cooperate with respect to, any Acquisition Proposal, (iv) approve, endorse or recommend any Acquisition Proposal or (v) enter into any letter of intent, arrangement, understanding, agreement, agreement in principle or similar document or any Contract contemplating or otherwise relating to any Acquisition Transaction. Without limiting the foregoing, it is agreed that any violation of the restrictions set forth in this Section 7.04(a) by any Company Representative (other than any director of the Company whose Affiliate is, as of the date hereof, a party to a Competing Transactionconfidentiality agreement with the Company containing terms (including "standstill provisions") materially consistent with the Confidentiality Agreement), whether or not such Person is purporting to act on behalf of any of the Company Parties or otherwise, shall be deemed to be a breach of this Section 7.04(a) by the Company. Notwithstanding the provisions foregoing, from the date hereof and prior to the approval of this Agreement, the Merger and the Contemplated Transactions by the Required Vote, nothing in this Agreement (including this Section 3.37.04(a)) shall, subject to Section 7.04(b), prohibit the Company from furnishing any information regarding the Company Parties to, or entering into or conducting discussions or negotiations with, any Person in response to a Shareholder who bona fide written Acquisition Proposal that is also a director submitted to the Company by such Person during such period (and not withdrawn) if (A) neither the Company nor any Company Representative shall have breached or officer violated this Section 7.04(a) in any respect that results in such Acquisition Proposal, (B) the Company Board or its Special Committee concludes in good faith, after consultation with the Company's or the Special Committee's outside legal counsel, that failure to take such action would be inconsistent with the duties of the members of the Company may take Board under applicable Legal Requirements, (C) the Company Board or its Special Committee concludes in good faith, after consultation with its legal counsel and financial advisor, that such Acquisition Proposal constitutes or is reasonably likely to lead to a Superior Proposal and (D) prior to furnishing any action in his capacity as such nonpublic information to such Person, the Company receives from such Person an executed confidentiality agreement containing terms (including complying "standstill provisions") materially consistent with or exercising his fiduciary duties the Confidentiality Agreement. As promptly as a member reasonably practicable following the furnishing of information pursuant to this Section 7.04(a), the Company shall provide to Parent any information concerning any of the Board Company Parties that is furnished to any third Person or its Representatives which was not previously provided to Parent. Notwithstanding anything to the contrary in this Agreement, the provisions of Directors of any standstill agreement to which the Company) as Company is not limited a party are hereby waived to permit any actions by the parties thereto permitted by the terms of the Merger Agreementthis Section 7.04.

No Solicitation of Transactions. The ShareholderFrom the date hereof until the earlier to occur of (1) the Effective Time and (2) the termination of the Merger Agreement for any reason (regardless of the circumstances (whether or not there is a dispute as to whether such termination was in accordance with the Merger Agreement)) (the "No Shop Term"), subject to the last sentence of this Section 3.3, each Stockholder agrees that from the date of this Agreement until the Termination Date, the Shareholder he shall not, directly or indirectly, northrough any officer, in case the Shareholder is a corporation director, agent or other entityotherwise, shall it authorize or permit any of its directors, officers or employees or any investment banker, financial advisor, attorney, accountant or other representative retained by it or any of its Subsidiaries (collectively, the "REPRESENTATIVES"a) to, directly or indirectly, solicit, initiate or encourage solicit (including by means way of furnishing nonpublic information), or take any other action to facilitate, any inquiries or the making of any proposal or offer with respect tothat constitutes, or that may reasonably may be expected to lead to a proposal or offer forto, any Competing Transaction (as defined in the Merger Agreement)Transaction, or (ii) enter into or maintain or continue discussions or negotiate negotiations with any person or entity in furtherance of such inquiries or to obtain a proposal or offer for a Competing Transaction, or (iii) agree to, approve, endorse or recommend any Competing Transaction or enter into any letter of intent or other contract, agreement or commitment contemplating or otherwise relating to or endorse any Competing Transaction, other than with Parent or an affiliate (iv) authorize or permit any agent of Parent. The Shareholder shall promptly (but in the Stockholder or any event within 24 hours) notify Parent if any proposal or offerof its Affiliates, or any inquiry investment banker, financial advisor, attorney, accountant or contactother representative retained by the Stockholder or any of its Affiliates, constituting to take any such action; provided, however, that nothing in this Section 3.02 shall prevent a Stockholder or regarding such Stockholder's representatives or agents, in any such person's capacity as a Competing Transaction is madedirector or executive officer of the Company from engaging in any activity permitted pursuant to Section 6.04 of the Merger Agreement. Unless the No Shop Term has expired, each Stockholder shall, and the Shareholder shall promptly inform Parent as to the material details of any such proposal, offer, inquiry or contact, including the identity of the party making any such proposal, offer, inquiry or contact, and, if in writing, promptly deliver direct or cause to be delivered to Parent a copy of such proposalStockholder's representatives and agents to, offer, inquiry or contact and any other written material reasonably relating thereto. The Shareholder immediately shall cease and cause to be terminated all existing discussions or negotiations with any parties conducted heretofore that may be ongoing with respect to a any Competing Transaction. Notwithstanding During the provisions of this Section 3.3No Shop Term, each Stockholder shall notify Parent as promptly as practicable (and in any event within one (1) day after the Stockholder attains knowledge thereof), orally and promptly thereafter in writing, if any proposal or offer, or any inquiry or contact with any person with respect thereto, regarding a Shareholder who Competing Transaction is also a director made, specifying the material terms and conditions (including material amendments or officer proposed material amendments) thereof and the identity of the Company may take any action in his capacity as party making such (including complying with proposal or exercising his fiduciary duties as a member of the Board of Directors of the Company) as is not limited by the terms of the Merger Agreementoffer or inquiry or contact.

No Solicitation of Transactions. The Shareholder(a) Each party to this Agreement agrees that, subject to the last sentence of this Section 3.3, agrees that from and after the date hereof until the earlier of the Effective Time and the termination of this Agreement until the Termination Datepursuant to Article VIII, the Shareholder it shall not, and shall not permit any of its Subsidiaries or any of its or its Subsidiaries' directors, officers or employees to, and shall use its best efforts to cause its investment bankers, attorneys, accountants and other representatives retained by it or any of its Subsidiaries not to, directly or indirectly: (i) solicit, norinitiate or knowingly encourage (including by way of furnishing nonpublic information), or take any other action knowingly to facilitate, any inquiries or the making of any proposal or offer (including, without limitation, any proposal or offer to its stockholders) that constitutes a Competing Transaction (as defined below); (ii) enter into or maintain or continue discussions or negotiations with any person or entity in case the Shareholder is furtherance of such inquiries or to obtain a corporation Competing Transaction; (iii) agree to, approve, endorse or recommend any Competing Transaction or enter into any letter of intent or other entitycontract, shall it agreement or commitment contemplating or otherwise relating to any Competing Transaction; or (iv) authorize or permit any of its directorsthe officers, officers directors or employees of such party or any of its Subsidiaries, or any investment banker, financial advisor, attorney, accountant or other representative retained by it or any of its Subsidiaries (collectivelysuch party, the "REPRESENTATIVES") to, directly or indirectly, solicit, initiate or encourage (including by means of furnishing nonpublic information), or to take any such action. Each party to this Agreement shall notify the other action to facilitate, any inquiries or the making of any proposal or offer with respect to, or that reasonably may be expected to lead to a proposal or offer for, any Competing Transaction party as promptly as practicable (as defined in the Merger Agreement), or enter into or maintain or continue discussions or negotiate with any person or entity in furtherance of such inquiries or to obtain a Competing Transaction, or agree to or endorse any Competing Transaction, other than with Parent or an affiliate of Parent. The Shareholder shall promptly (but and in any event within 24 hoursone day after such party attains knowledge thereof) notify Parent if any proposal or offer, or any inquiry or contactcontact with any person with respect thereto, constituting or regarding a Competing Transaction is made, and the Shareholder shall promptly inform Parent as to specifying the material details of any such proposal, offer, inquiry or contact, including terms and conditions thereof and the identity of the party making any such proposal, offer, inquiry proposal or contact, and, if in writing, promptly deliver offer or cause to be delivered to Parent a copy of such proposal, offer, inquiry or contact and any other written (including material reasonably relating theretoamendments or proposed material amendments). The Shareholder Each party to this Agreement immediately shall cease and cause to be terminated all existing discussions or negotiations with any parties conducted heretofore with respect to a Competing Transaction. Notwithstanding the provisions of Each party to this Section 3.3Agreement shall not release any third party from, or waive any provision of, any confidentiality or standstill agreement to which it is a Shareholder who is also a director or officer of the Company may take any action in his capacity as such (including complying with or exercising his fiduciary duties as a member of the Board of Directors of the Company) as is not limited by the terms of the Merger Agreementparty.

No Solicitation of Transactions. The Shareholder, subject to From the last sentence date hereof and until the earlier of the Closing Date or termination of this Section 3.3Agreement, agrees that from each Seller and the date Special Fiduciary and Trustee shall not take, nor shall it permit any of this Agreement until the Termination Dateits Representatives, the Shareholder shall notAffiliates or Associates to take, directly or indirectly, nor, in case the Shareholder is a corporation or other entity, shall it authorize or permit any of its directors, officers or employees or any investment banker, financial advisor, attorney, accountant or other representative retained by it or any of its Subsidiaries (collectively, the "REPRESENTATIVES") to, directly or indirectly, action to solicit, initiate negotiate, assist or otherwise facilitate or encourage (including by means of furnishing nonpublic information), or take any other action to facilitate, any inquiries or the making of any proposal or offer confidential information with respect to, to the Business of the Company or that reasonably may be expected permitting access to lead to a proposal the Assets and Properties or offer for, Books and Records of the Company) any Competing Transaction (as defined in the Merger Agreement), or enter into or maintain or continue discussions or negotiate with any person or entity in furtherance of such inquiries or to obtain a Competing Transaction, or agree to or endorse any Competing Transaction, other than with Parent or an affiliate of Parent. The Shareholder shall promptly (but in any event within 24 hours) notify Parent if any proposal or offer, or any inquiry or contact, constituting or regarding a Competing Transaction is made, and the Shareholder shall promptly inform Parent as to the material details of any such proposal, offer, inquiry or contactrequest for information from any Person concerning the direct or indirect acquisition of the Business of the Company or any of the Assets and Properties of the Company by any Person (an “Alternate Transaction”) other than Purchaser. If a Seller or the Special Fiduciary and Trustee or any of their Representatives, including Affiliates or Associates receives from any Person any such offer, proposal, inquiry or request for information, such Seller or the Special Fiduciary and Trustee shall promptly advise such Person, by written notice, of the terms of this Section 6.04 and shall immediately, orally and in writing, advise Purchaser of such offer, proposal, inquiry or request and deliver a copy of such notice to Purchaser. Any violation of the restrictions set forth in this Section 6.04 by any Representative, Affiliate or Associate of a Seller or the Special Fiduciary and Trustee shall be deemed to be a breach of this Section 6.04 by such Seller or the Special Fiduciary and Trustee. Any notice required to be delivered pursuant to this Section 6.04 shall include the identity of the party Person making any such offer, proposal, inquiry request, and the terms of such offer, proposal, inquiry or contactrequest, andand shall keep Purchaser apprised, if in writingon a current basis, promptly deliver or cause to be delivered to Parent a copy of the status of such offer, proposal, offer, inquiry or contact request. Each Seller and any other written material reasonably relating thereto. The Shareholder the Special Fiduciary and Trustee shall immediately shall cease and cause to be terminated (and each Seller and the Special Fiduciary and Trustee hereby represents and warrants that it has the legal and contractual right, without liability of any sort, to cease and cause to be terminated) all existing discussions or negotiations with any parties Persons conducted heretofore with respect to any such offer, proposal, inquiry or request. Each Seller and the Special Fiduciary and Trustee shall not release any third party from, or waive any provision of, any confidentiality or standstill agreement to which such third party is a Competing Transaction. Notwithstanding the provisions of this Section 3.3, a Shareholder who is also a director or officer of the Company may take any action in his capacity as such (including complying with or exercising his fiduciary duties as a member of the Board of Directors of the Company) as is not limited by the terms of the Merger Agreementparty.

No Solicitation of Transactions. The Shareholder, subject to the last sentence of this Section 3.3, agrees that from (a) Following the date of this Agreement until the Termination Datehereof, the Shareholder shall Company will not, directly or indirectly, nor, in case the Shareholder is a corporation or other entity, shall it authorize or permit any of and will instruct its directors, officers or employees or any investment banker, financial advisor, attorney, accountant or other representative retained by it or any of its Subsidiaries (collectively, the "REPRESENTATIVES") Representatives not to, directly or indirectly, (1) solicit, initiate or encourage (including by means of furnishing nonpublic information), or take any other action to facilitate, any inquiries or the making of any proposal or offer (including, without limitation, any proposal or offer to its shareholders) with respect to, or that reasonably may be expected to lead to a proposal or offer for, any Competing Transaction Transaction, (as defined in the Merger Agreement), or 2) enter into or maintain or continue discussions or negotiate with any person or entity Person in furtherance of such inquiries or to obtain a Competing Transaction, Transaction or agree (3) authorize or permit any of its Representatives to or endorse take any Competing Transaction, other than with Parent or an affiliate of Parentsuch action. The Shareholder Company shall promptly (but in any no event within later than 24 hours) notify Parent if any proposal or offer, or any inquiry or contactcontact with any Person with respect thereto, constituting or regarding a Competing Transaction is made, and the Shareholder Company shall promptly inform Parent as to the material details of any such proposal, offer, inquiry or contact, including including, without limitation, the identity of the party making any such proposal, offer, inquiry or contact, and, if in writing, promptly deliver or cause to be delivered to Parent a copy of such proposal, offer, inquiry or contact contact. The Company shall keep Parent informed in all material respects of the status and material terms (including any material changes therein) of any such proposal, offer or inquiry and provide Parent as soon as reasonably practicable after receipt thereof (but in no event later than 24 hours) with copies of all correspondence and other written material reasonably relating theretosent or provided to the Company from any third party in connection therewith. The Shareholder Company immediately shall cease and cause to be terminated all existing discussions or negotiations with any parties conducted heretofore with respect to a Competing Transaction. 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. Notwithstanding anything to the provisions of contrary in this Section 3.37.04, prior to the Company Common Shareholder Approval, the Company's board of directors may furnish information to, and enter into discussions or negotiations (or waive any confidentiality restrictions in a standstill agreement that would otherwise restrict the foregoing) with, a Shareholder Person who has made an unsolicited, written, bona fide proposal or offer regarding a Competing Transaction only if the Company's board of directors has: (1) concluded, in good faith, after consultation with its independent financial advisor that such proposal or offer constitutes or is also reasonably likely to lead to a director Superior Proposal; (2) concluded, in good faith, after consultation with its outside legal counsel, that, in light of such Competing Transaction, the furnishing of such information or officer of entering into discussions is required to comply with its fiduciary obligations to the Company and its shareholders under applicable Law; (3) provided written notice to Parent of its intent to furnish information or enter into discussions or negotiations with such Person at least three Business Days prior to taking any such action; and (4) obtained from such Person an executed confidentiality and standstill agreement on terms no less favorable to the Company than those contained in the Non-Disclosure Agreement; provided, however, that no information may take any action be furnished and no discussions may be entered into in his capacity as such (including complying with or exercising his fiduciary duties as a member of the Board of Directors of event that the Company has breached this Section 7.04(a); and provided further, however, that the Company) as is 's board of directors shall furnish to Parent all information provided to the Person who has made the proposal or offer regarding the Competing Transaction to the extent that such information has not limited by the terms of the Merger Agreementbeen previously provided to Parent.

No Solicitation of Transactions. (a) The Shareholder, subject to the last sentence of this Section 3.3, agrees that from the date of this Agreement until the Termination Date, the Shareholder shall Company will not, directly or indirectly, nor, in case the Shareholder is a corporation or other entity, shall it authorize or permit any of and will instruct its directors, officers or employees or any investment banker, financial advisor, attorney, accountant or other representative retained by it or any of its Subsidiaries (collectively, the "REPRESENTATIVES") Representatives not to, directly or indirectly, solicit, initiate or encourage (including by means of furnishing nonpublic information), or take any other action to facilitate, any inquiries or the making of any proposal or offer with respect to(including, without limitation, any proposal or offer to its stockholders) that constitutes, or that may reasonably may be expected to lead to a proposal or offer forto, any Competing Transaction (as defined in the Merger Agreementbelow), or enter into or maintain or continue discussions or negotiate with any person or entity in furtherance of such inquiries or to obtain a Competing Transaction, or agree to or endorse any Competing Transaction, other than with Parent or an affiliate authorize or permit any of Parentits Representatives to take any such action. The Shareholder Company shall promptly (but in any event within 24 hours) immediately notify Parent if any proposal or offer, or any inquiry or contactcontact with any person with respect thereto, constituting or regarding a Competing Transaction is made, and the Shareholder Company shall promptly immediately inform Parent as to the material details of any such proposal, offer, inquiry or contact, including including, without limitation, the identity of the party making any such proposal, offer, inquiry or contact, and, if in writing, promptly deliver or cause to be delivered to Parent a copy of such proposal, offer, inquiry or contact and any other written material reasonably relating theretothereto that contains the principal terms of such proposal or offer. The Shareholder Company immediately shall cease and cause to be terminated all existing discussions or negotiations with any parties conducted heretofore with respect to a Competing Transaction. 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. Notwithstanding anything to the provisions of contrary in this Section 3.36.05, a Shareholder who is also a director or officer of the Company may take any action in his capacity as such (including complying with or exercising his fiduciary duties as a member of the Company's Board of Directors of may furnish information to, and enter into discussions and negotiate with, a person who has made an unsolicited, written, bona fide proposal or offer regarding a Competing Transaction if the Company's Board of Directors has (i) reasonably concluded after consultation with its financial advisor that such proposal or offer constitutes a Superior Proposal (as defined below), (ii) reasonably concluded, after consultation with its outside legal counsel, that, in light of such Superior Proposal, the furnishing of such information or entering into discussions is required to comply with its fiduciary obligations to the Company and its stockholders under applicable Law, (iii) provided written notice to Parent of its intent to furnish information or enter into discussions with such person at least three business days prior to taking any such action and (iv) obtained from such person an executed confidentiality agreement on terms no less favorable to the Company than those contained in the Non-Disclosure Agreement; provided, however, that no information may be furnished and no discussions or negotiations may be entered into in the event that the Company has taken any actions inconsistent with this Section 6.05(a); provided further, however, that the Company's Board of Directors shall furnish to Parent all information provided to the person who has made the Superior Proposal to the extent that such information has not limited by been previously provided to Parent and shall keep Parent promptly and reasonably informed as to the terms status of the Merger Agreementany discussions regarding such Superior Proposal.

No Solicitation of Transactions. The Shareholder, subject to the last sentence None of this Section 3.3, agrees that from the date of this Agreement until the Termination DateGFI, the Shareholder shall notCompany nor any of their Affiliates, directly or indirectlytheir Affiliates' respective officers, noremployees, in case the Shareholder is a corporation directors, agents or other entity, shall it authorize or permit any of its directors, officers or employees or any investment banker, financial advisor, attorney, accountant or other representative retained by it or any of its Subsidiaries representatives (collectively, the "REPRESENTATIVESRepresentatives") will, and GFI and, the Company shall use their commercially reasonable efforts to cause no Stockholders of the Company to, directly or indirectly, (i) solicit, initiate initiate, encourage or encourage accept any other inquiries, proposals or offers from any person (including by means x) relating to any acquisition or purchase of furnishing nonpublic informationall or any portion of the capital stock of the Company or material portion of the assets of the Company outside of the ordinary course of business consistent with past practice, excluding the issuance of Shares upon the exercise of Options, (y) enter into any merger, recapitalization, reorganization, joint venture or other business combination with the Company or (z) enter into any other extraordinary business transaction involving or otherwise relating to the Company (any of the transactions described in clauses (x), (y) and (z) being referred to herein as a "Business Combination") or take (ii) other than to notify a person who has contacted the Company or any of its Representatives in connection with a Business Combination that the Company is unable to respond thereto, participate in any discussions, conversations, negotiations or other communications with any other action person regarding, or furnish to facilitate, any inquiries or the making of other person any proposal or offer information with respect to, or that reasonably may be expected to lead to a proposal or offer for, any Competing Transaction (as defined in the Merger Agreement), or enter into or maintain or continue discussions or negotiate with any person or entity in furtherance of such inquiries or to obtain a Competing Transaction, or agree to or endorse any Competing Transaction, other than with Parent or an affiliate of ParentBusiness Combination. The Shareholder Company shall promptly (but in any event within 24 hours) notify Parent promptly if any proposal or offer, or any inquiry or contact, constituting or regarding a Competing Transaction is made, and the Shareholder shall promptly inform Parent as to the material details of any such proposal, offer, inquiry or contact, including the identity of the party making any such proposal, offer, inquiry or contact, and, if in writing, promptly deliver or cause to be delivered to Parent a copy of such proposal, offer, inquiry or other contact and with any other written material reasonably relating thereto. The Shareholder immediately shall cease and cause to be terminated all existing discussions individual or negotiations with any parties conducted heretofore entity with respect to a Competing TransactionBusiness Combination, is made or received by the Company or any of its Representatives. Notwithstanding The parties agree that irreparable harm would occur in the provisions of event any obligation under this Section 3.3, a Shareholder who is also a director or officer was not performed in accordance with its terms and that Parent shall be entitled to specific performance of the Company may take terms thereof, in addition to any action other remedy available at law or in his capacity as such (including complying with or exercising his fiduciary duties as a member equity, without the necessity of demonstrating the Board inadequacy of Directors of the Company) as is not limited by the terms of the Merger Agreementmoney damages.

No Solicitation of Transactions. The Shareholder, subject to (a) Until the last sentence earlier of this Section 3.3, agrees that from the date Effective Time and termination of this Agreement until the Termination Datepursuant to Article VIII, except pursuant to Section 6.03(b), the Shareholder shall notCompany agrees that neither it nor any of its Subsidiaries will, and that it will cause its and its Subsidiaries’ respective Representatives (including any investment banker, attorney or accountant retained by any Group Company) not to, in each case, directly or indirectly, nor, in case the Shareholder is a corporation or other entity, shall it authorize or permit any of its directors, officers or employees or any investment banker, financial advisor, attorney, accountant or other representative retained by it or any of its Subsidiaries (collectively, the "REPRESENTATIVES"i) to, directly or indirectly, solicit, initiate or initiate, encourage (including by means way of furnishing nonpublic informationinformation concerning any Group Company), or take any other action to facilitate, any inquiries or the making of any proposal or offer with respect to(including any proposal or offer to its shareholders) that constitutes, or that may reasonably may be expected to lead to a proposal or offer forto, any Competing Transaction Transaction, (as defined in the Merger Agreement)ii) enter into, or enter into or maintain or continue discussions or negotiate with negotiations with, or provide any person or entity nonpublic information concerning any Group Company to, any Third Party in furtherance of such inquiries or to obtain a proposal or offer for a Competing Transaction or any proposal or offer that could reasonably be expected to lead to a Competing Transaction, (iii) agree to, approve, endorse, recommend or agree to or endorse consummate any Competing Transaction, Transaction or enter into any letter of intent or Contract (other than an Acceptable Confidentiality Agreement) or commitment contemplating or otherwise relating, or that may reasonably be expected to lead to, to any Competing Transaction or requiring the Company to abandon this Agreement or any of the Transactions, including the Merger, or (iv) grant any waiver, amendment or release under any standstill, confidentiality or similar agreement or Takeover Statutes (and the Company shall promptly take all action necessary to terminate or cause to be terminated any such waiver previously granted with Parent respect to any provision of any such confidentiality, standstill or an affiliate of Parentsimilar agreement or Takeover Statute and to enforce each such confidentiality, standstill and similar agreement). The Shareholder Company shall notify Parent as promptly as practicable (but and in any event within 24 twenty-four (24) hours) notify Parent if ), orally and in writing, of any proposal or offer, or any inquiry or contactcontact between the Company or any of its Subsidiaries or its or their respective Representatives and any Third Party, constituting or regarding a Competing Transaction is madeor that could reasonably be expected to lead to a Competing Transaction, specifying (x) the material terms and conditions thereof (including material amendments or proposed material amendments) and providing, if applicable, copies of any written requests, proposals or offers, including proposed agreements, (y) the identity of the party making such proposal or offer or inquiry or contact, and (z) whether the Shareholder Company has any intention to provide confidential information to such person. The Company shall promptly inform keep Parent as to informed, on a reasonably current basis (and in any event within twenty-four (24) hours of the occurrence of any material details changes, developments, discussions or negotiations) of the status and terms of any such proposal, offer, inquiry inquiry, contact or contact, including request and of any material changes in the identity status and terms of the party making any such proposal, offer, inquiry inquiry, contact or contactrequest (including the material terms and conditions thereof). Without limiting the foregoing, and, the Company shall (A) promptly notify Parent orally and in writing if in writing, promptly deliver or cause it determines to be delivered to Parent initiate actions concerning a copy of such proposal, offer, inquiry inquiry, contact or contact request, in each case as permitted by this Section 6.03, and (B) provide Parent with forty-eight (48) hours prior notice (or such lesser prior notice as is provided to the members of the Company Board or members of the Special Committee) of any other written material meeting of the Company Board or Special Committee at which the Company Board or Special Committee, as applicable, is reasonably relating theretoexpected to consider any Competing Transaction. The Shareholder Company shall, and shall cause its Subsidiaries and the Representatives of the Company and its Subsidiaries to, immediately shall cease and cause to be terminated terminate all existing discussions or negotiations with any parties conducted heretofore with respect to a Competing TransactionTransaction and immediately revoke or withdraw access of any Third Party to any data room containing any nonpublic information concerning any Group Company and request, and use its reasonable efforts to cause, all such Third Parties to promptly return or destroy all such nonpublic information. Notwithstanding The Company shall not, and shall cause its Subsidiaries not to, enter into any confidentiality agreement with any Third Party subsequent to the provisions date of this Section 3.3, a Shareholder who is also a director Agreement that would prohibit or officer of restrict the Company may take any action from providing such information to Parent in his capacity as such (including complying accordance with or exercising his fiduciary duties as a member of the Board of Directors of the Company) as is not limited by the terms of the Merger Agreementthis Section 6.03.

No Solicitation of Transactions. (a) The Shareholder, subject to the last sentence of this Section 3.3, Company ------------------------------- agrees that from the date of this Agreement until the Termination Date, the Shareholder shall not, directly or indirectly, nor, in case the Shareholder is a corporation or other entity, shall neither it authorize or permit nor any of its directorssubsidiaries shall, officers or employees or any investment banker, financial advisor, attorney, accountant or other representative retained by and that it or any shall use its reasonable efforts to cause its Representatives and each of the Representatives of its Subsidiaries (collectively, the "REPRESENTATIVES") subsidiaries not to, directly or indirectly, initiate, solicit, initiate encourage or encourage otherwise facilitate (including by means way of furnishing nonpublic information), or take any other action to facilitate, ) any inquiries or the making or implementation of any proposal or offer (including any proposal from or offer to its shareholders) with respect to (i) a merger, reorganization, share exchange, tender offer, exchange offer, consolidation, business combination, recapitalization, liquidation, dissolution, joint venture or similar transaction involving it or any of its subsidiaries or (ii) any purchase or sale of more than 10% of the assets of the Company and its subsidiaries, taken as a whole, or any Company Securities or Subsidiary Securities (any such proposal or offer being hereinafter referred to as an "ALTERNATIVE PROPOSAL"). The Company further agrees that neither it nor any of its subsidiaries shall, and that it shall use its reasonable efforts to cause its Representatives and each of the Representatives of its subsidiaries not to, directly or indirectly, have any discussion with or provide any confidential information or data to any person relating to an Alternative Proposal, or engage in any negotiations concerning an Alternative Proposal, or otherwise facilitate any effort or attempt to make or implement an Alternative Proposal or accept an Alternative Proposal. Notwithstanding the foregoing, the Company (acting at the direction of the Company Board) or the Company Board shall be permitted to, prior to the Shareholders' Meeting, engage in any discussions or negotiations with, or provide any information or data to, any person in response to an unsolicited bona fide written Alternative Proposal by any such person, if and only to the extent that, prior to engaging in such discussions or negotiations or providing such information or data (i) the Company Board, after consultation with its outside legal counsel, concludes in good faith that the failure to take such action could reasonably may be expected to lead constitute a breach by the Company Board of its fiduciary duties to the shareholders of the Company under applicable law, (ii) the Company Board concludes in good faith, in consultation with its financial advisors, that such Alternative Proposal constitutes a proposal or offer for, any Competing Transaction Superior Proposal (as defined in this Section 6.03(a)) or could reasonably be expected to result in a Superior Proposal, (iii) the Merger AgreementCompany Board receives from such person an executed confidentiality agreement on terms substantially similar and no less favorable to the Company than those contained in the Confidentiality Agreement and (iv) the Company and each of its subsidiaries has complied with its obligations under this Section 6.03. A "SUPERIOR PROPOSAL" shall mean an Alternative Proposal that constitutes a transaction that is more favorable to the Company's shareholders (in their capacities as shareholders), from a financial point of view and taking into account all legal, financial, regulatory and other aspects of the proposal, than the transactions contemplated by this Agreement (including any proposed alterations of the terms of this Agreement submitted by Newco in response thereto) and which the Company Board concludes is reasonably capable of being consummated; provided that to be a Superior Proposal, an Alternative Proposal must result in a third party (or enter into or maintain or continue discussions or negotiate with any person or entity in furtherance the shareholders of such inquiries third party) acquiring, directly or to obtain a Competing Transactionindirectly, or agree to or endorse any Competing Transaction, other more than with Parent or an affiliate of Parent. The Shareholder shall promptly (but in any event within 24 hours) notify Parent if any proposal or offer, or any inquiry or contact, constituting or regarding a Competing Transaction is made, and the Shareholder shall promptly inform Parent as to the material details of any such proposal, offer, inquiry or contact, including the identity of the party making any such proposal, offer, inquiry or contact, and, if in writing, promptly deliver or cause to be delivered to Parent a copy of such proposal, offer, inquiry or contact and any other written material reasonably relating thereto. The Shareholder immediately shall cease and cause to be terminated all existing discussions or negotiations with any parties conducted heretofore with respect to a Competing Transaction. Notwithstanding the provisions of this Section 3.3, a Shareholder who is also a director or officer 50% of the Company may take any action Common Stock (or the surviving or ultimate parent entity in his capacity as such (including complying with transaction) or exercising his fiduciary duties all or substantially all of the assets of the Company and its subsidiaries, taken as a member of the Board of Directors of the Company) as is not limited by the terms of the Merger Agreementwhole).

No Solicitation of Transactions. The ShareholderCompany agrees that, subject to during the last sentence term of this Section 3.3Agreement, agrees that from the date of this Agreement until the Termination Date, the Shareholder it shall not, directly or indirectly, nor, in case the Shareholder is a corporation or other entity, and shall it not authorize or permit any of its Subsidiaries or any of its or its Subsidiaries' directors, officers officers, employees, agents or employees or representatives (including any investment banker, financial advisor, attorney, attorney or accountant or other representative retained by it or any of its Subsidiaries (collectively, the "REPRESENTATIVES") toSubsidiaries), directly or indirectly, to solicit, initiate initiate, encourage or encourage (including by means of furnishing nonpublic information)facilitate, or take any other action to facilitatefurnish or disclose non-public information in furtherance of, any inquiries or the making of any proposal or offer with respect to, or that reasonably may be expected to lead to a proposal or offer for, any Competing Alternative Transaction (as defined in the Merger AgreementSection 8.13), or negotiate, explore or otherwise engage in discussions with any Person (other than Purchaser, Merger Sub or their respective directors, officers, employees, agents and representatives) with respect to any Alternative Transaction or enter into any agreement, arrangement or maintain understanding requiring it to abandon, terminate or continue fail to consummate the Merger or any other transactions contemplated by this Agreement or the Option Agreement; PROVIDED that, at any time prior to the approval of this Agreement by Company's stockholders, Company may furnish information to, and negotiate or otherwise engage in discussions with, any party who delivers a bona fide written proposal for an Alternative Transaction which was not solicited or negotiate encouraged after the date of this Agreement, if and so long as the Board of Directors of Company determines in good faith by resolution duly adopted after consultation with any person its outside legal counsel that the failure to provide such information or entity engage in furtherance such negotiations or discussions is or would reasonably be expected to constitute a breach of the directors' fiduciary duties under Virginia law and determines in good faith that such a proposal is a Superior Proposal. Company shall notify Purchaser promptly of such inquiries inquiries, proposals or to obtain a Competing Transaction, or agree to or endorse any Competing Transaction, other than with Parent or an affiliate of Parent. The Shareholder shall promptly (but in any event within 24 hours) notify Parent if any proposal or offeroffers received by, or any inquiry such discussions or contact, constituting or regarding a Competing Transaction is made, and the Shareholder shall promptly inform Parent as to the material details of any such proposal, offer, inquiry or contact, including the identity of the party making any such proposal, offer, inquiry or contact, and, if in writing, promptly deliver or cause negotiations sought to be delivered initiated or continued with, any of its representatives, indicating the name of such Person and providing to Parent Purchaser a copy of such proposalwritten proposal or offer for an Alternative Transaction. Prior to providing any information or data to, offeror entering into any negotiations or discussions with, inquiry any Person in connection with a proposal or contact offer for an Alternative Transaction, Company shall (i) give to Purchaser five business days' prior written notice of its intention to do so, and during such time shall, if requested by Purchaser, engage in good faith negotiations to amend this Agreement such that the Board of Directors of Company will not be required to provide such information pursuant to its fiduciary duties, and (ii) receive from such Person an executed confidentiality agreement containing terms and provisions at least as restrictive as those contained in the Confidentiality Agreement (which shall not preclude discussions or negotiations relating to the proposal or offer from such Person). Company agrees that it will keep Purchaser informed, on a prompt basis, of the status and terms of any other written material reasonably relating theretosuch proposals or offers and the status of any such discussions or negotiations and that it will deliver to Purchaser copies of (or, if oral, summaries of) any changes to any proposals or offers. The Shareholder Company agrees that it will immediately shall cease and cause to be terminated all any existing activities, discussions or negotiations with any parties conducted heretofore prior to the date of this Agreement with respect to a Competing Transaction. Notwithstanding the provisions of this Section 3.3, a Shareholder who is also a director any Alternative Transaction and will not waive any rights under any standstill or officer of the Company may take any action in his capacity as confidentiality agreements entered into with such (including complying with or exercising his fiduciary duties as a member of the Board of Directors of the Company) as is not limited by the terms of the Merger Agreementparties.

No Solicitation of Transactions. The Shareholder(a) Seller shall immediately cease and cause to be terminated any existing discussions or negotiations relating to a Competing Proposal (as defined below), subject other than with respect to the last sentence of this Section 3.3Merger, agrees that from the date of this Agreement until the Termination Date, the Shareholder shall with any parties conducted heretofore. Seller will not, directly or indirectly, nor, in case the Shareholder is a corporation or other entity, shall it authorize or permit any of and will instruct its directors, officers or employees or any officers, employees, accountants, consultants, legal counsel, agents, investment bankerbankers, financial advisor, attorney, accountant or advisors and other representative retained by it or any of its Subsidiaries representatives (collectively, the "REPRESENTATIVES"“Representatives”) not to, directly or indirectly, solicitinitiate, initiate solicit or encourage (including by means way of furnishing nonpublic informationinformation or assistance), or take any other action to or facilitate, any inquiries or the making of any proposal or offer with respect tothat constitutes, or that may reasonably may be expected to lead to a proposal or offer forto, any Competing Transaction (as defined in the Merger Agreement)Proposal, or enter into or maintain or continue discussions or negotiate with any person or entity in furtherance of or relating to such inquiries or to obtain a Competing TransactionProposal, or agree to or endorse any Competing TransactionProposal, other than with Parent or an affiliate authorize or permit any Representative of Parent. The Shareholder Seller or any of the Seller Subsidiaries to take any such action, and Seller shall use its best efforts to cause the Representatives of Seller and the Seller Subsidiaries not to take any such action, and Seller shall promptly (but in any event within 24 hours) notify Parent the Company if any proposal such inquiries or offer, or any inquiry or contact, constituting or proposals are made regarding a Competing Transaction is madeProposal, and Seller shall keep the Shareholder shall promptly inform Parent as to Company informed, on a current basis, of the material details status and terms of any such proposalproposals; provided, offerhowever, inquiry or contactthat prior to such time as the shareholders of Seller shall have adopted and approved this Agreement in accordance with the GBCLM, including the identity of the party making any such proposal, offer, inquiry or contact, and, if nothing contained in writing, promptly deliver or cause to be delivered to Parent a copy of such proposal, offer, inquiry or contact and any other written material reasonably relating thereto. The Shareholder immediately shall cease and cause to be terminated all existing discussions or negotiations with any parties conducted heretofore with respect to a Competing Transaction. Notwithstanding the provisions of this Section 3.3, a Shareholder who is also a director or officer of the Company may take any action in his capacity as such (including complying with or exercising his fiduciary duties as a member of 4.4 shall prohibit the Board of Directors of Seller from (i), in connection with a Superior Competing Transaction (as defined below), furnishing information to, or entering into discussions or negotiations with, any person that makes an unsolicited bona fide proposal to acquire Seller pursuant to a merger, consolidation, share exchange, business combination or other similar transaction, if, and only to the Companyextent that, (A) as the Board of Directors of Seller, after consultation with and based upon the advice of independent legal counsel, determines in good faith that such action is not limited required for the Board of Directors of Seller to comply with its fiduciary duties to shareholders imposed by Missouri law, (B) prior to furnishing such information to, or entering into discussions or negotiations with, such person, Seller provides written notice to the terms Company to the effect that is furnishing information to, or entering into discussions or negotiations with, such person, (C) prior to furnishing such information to such person, Seller receives from such person an executed confidentiality agreement, and (D) Seller keeps the Company informed, on a current basis, of the Merger Agreementstatus and details of any such discussions or negotiations, or (ii) complying with Rule 14e-2 promulgated under the Exchange Act.

No Solicitation of Transactions. The ShareholderCompany shall immediately cease and cause to be terminated all existing discussions or negotiations relating to a Competing Transaction (as defined below), subject other than with respect to the last sentence of this Section 3.3Transactions, agrees that from the date of this Agreement until the Termination Date, the Shareholder shall with any parties conducted heretofore. The Company will not, directly or indirectly, nor, in case the Shareholder is a corporation or other entity, shall it authorize or permit any of and will instruct its directors, officers or employees or any investment banker, financial advisor, attorney, accountant or other representative retained by it or any of its Subsidiaries (collectively, the "REPRESENTATIVES") Representatives not to, directly or indirectly, solicitinitiate, initiate solicit or encourage (including by means way of furnishing nonpublic informationinformation or assistance), or take any other action to facilitate, any inquiries or the making of any proposal or offer with respect tothat constitutes, or that may reasonably may be expected to lead to a proposal or offer forto, any Competing Transaction (as defined in the Merger Agreement)Transaction, or enter into or maintain or continue discussions or negotiate with any person or entity in furtherance of or relating to such inquiries or to obtain a Competing Transaction, or agree to or endorse any Competing Transaction, other than with Parent or an affiliate authorize or permit any Representative of Parent. The Shareholder the Company or any of its Subsidiaries to take any such action, the Company shall use its best efforts to cause the Representatives of the Company and its Subsidiaries not to take any such action, the Company shall promptly (but in any event within 24 hours) notify Parent Purchaser if any proposal such inquiries or offer, or any inquiry or contact, constituting or proposals are made regarding a Competing Transaction is madeTransaction, and the Shareholder Company shall promptly inform Parent Purchaser as to the material details of any such proposal, offer, inquiry or contact, including the identity of the party making any such proposal, offer, inquiry or contact, proposal and, if in writing, promptly deliver or cause to be delivered to Parent Purchaser a copy of such proposal, offer, inquiry or contact and any other written material reasonably relating theretoproposal. The Shareholder immediately Company shall cease keep Purchaser informed, on a current basis, of the details of any such inquiries and cause the status and terms of any such proposals; provided, however, that prior to be terminated all existing the time of acceptance for payment of at least a majority of Shares pursuant to the Offer, nothing contained in this Section 6.3 shall prohibit the Board of Directors of the Company from (i) furnishing information to, or entering into discussions or negotiations with with, any parties conducted heretofore with respect to person that after the date hereof makes an unsolicited bona fide proposal regarding a Competing Transaction or agreeing to or endorsing any Competing Transaction. Notwithstanding , if, and only to the provisions of this Section 3.3extent that, a Shareholder who is also a director or officer of the Company may take any action in his capacity as such (including complying with or exercising his fiduciary duties as a member of A) the Board of Directors of the Company) as , after consultation with and based upon the advice of independent legal counsel, determines in good faith that such action is not limited required for the Board of Directors of the Company to comply with its fiduciary duties to stockholders imposed by the terms DGCL, (B) prior to furnishing such information to, or entering into discussions or negotiations with such person or agreeing to or endorsing any Competing Transaction, the Board of Directors of the Merger Agreement.Company determines in good faith, after consultation with and based upon the advice of a financial advisor of a nationally recognized reputation, that such Competing Transaction is a Superior Proposal, (C) prior to furnishing such information to, or entering into discussions or negotiations with, such person, the Company provides written notice to Purchaser to the effect