Common use of Acquisition Proposals; Change in Recommendation Clause in Contracts

Acquisition Proposals; Change in Recommendation. (a) Except as expressly permitted by this Section 7.2, on and after the date hereof, the Company and its Subsidiaries shall, and the Company shall use reasonable best efforts to cause its and its Subsidiaries’ respective directors, officers, employees, controlled Affiliates, investment bankers, attorneys, accountants and other advisors or representatives (collectively, “Representatives”) to, (i) immediately cease and cause to be terminated any discussions or negotiations with any Persons that may be ongoing with respect to an Acquisition Proposal and (ii) until the Effective Time not (A) initiate, solicit or knowingly encourage or knowingly facilitate, directly or indirectly, the making of any proposal or offer that constitutes, an Acquisition Proposal, (B) engage in, continue or otherwise participate in any discussions or negotiations regarding, or provide any non-public information or data to any Person relating to, any Acquisition Proposal or inquiry that may reasonably be expected to lead to any Acquisition Proposal, (C) enter into any agreement, agreement in principle, letter of intent, confidentiality agreement or other understanding or arrangement with respect to any Acquisition Proposal (other than any confidentiality agreement contemplated by Section 7.2(b)), (D) otherwise knowingly facilitate or knowingly encourage any effort or attempt to make an Acquisition Proposal or (E) publicly propose to do any of the foregoing. Promptly (but in any event within two (2) business days) after the date hereof, the Company shall, and shall cause its Subsidiaries and shall use its reasonable best efforts to cause its and their respective Representatives to request the prompt return or destruction of all confidential information previously furnished in connection therewith and immediately terminate all physical and electronic dataroom access previously granted to any such Person or its Representatives (other than any Person with whom the Company is in negotiations or discussions with respect to an Acquisition Proposal in accordance with Section 7.2(b)). For the avoidance of doubt, the Company shall not be permitted to reimburse or agree to reimburse the expenses of any other person (or group of persons) who makes an Acquisition Proposal. (b) Notwithstanding anything to the contrary contained in this Agreement, at any time from the date hereof and prior to, but not after, the time the Requisite Company Vote is obtained, if the Company receives a written unsolicited Acquisition Proposal from any Person then (A) the Company and its Representatives may provide information in response to a request therefor by such Person if the Company receives from such Person (or has received from such Person), prior to providing such information, an executed confidentiality agreement on terms that are no less favorable, in the aggregate, to the Company than those contained in the Company Confidentiality Agreement (and the Company shall have provided written notice to Parent of the execution and delivery of such a confidentiality agreement); provided that such confidentiality agreement shall not be required to contain a standstill provision; provided, further, that the Company shall promptly (but in any event within twenty-four (24) hours) make available to Parent and Merger Sub any material non-public information concerning the Company or its Subsidiaries that is provided to any Person given such access which was not previously made available to Parent or Merger Sub, (B) the Company and its Representatives may engage or participate in discussions or negotiations with such Person and (C) after having complied in all respects with Section 7.2(d), the Company and the Company Board may adopt, approve or recommend or propose to adopt, approve or recommend (publicly or otherwise) such an Acquisition Proposal, if and only if (y) in each such case referred to in clause (A) or (B) above, in the case of an Acquisition Proposal, prior to taking any action described in clause (A) or (B) the Company Board determines in good faith based on the information then available and after consultation with its outside financial advisor and outside legal counsel that such Acquisition Proposal either constitutes a Superior Proposal or could reasonably be expected to result in a Superior Proposal (provided, that the Company may request clarifications of the terms and conditions of a written unsolicited Acquisition Proposal prior to such a determination so as to determine whether such Acquisition Proposal constitutes or could reasonably be expected to result in a Superior Proposal) and the Company shall have notified Parent of such determination and (z) in each such case referred to in clause (C) above, prior to taking any action described in clause (C), the Company Board determines in good faith (after consultation with its outside financial advisor and outside legal counsel) that failure to take such action would be reasonably likely to be inconsistent with the directors’ fiduciary duties under applicable Law and such Acquisition Proposal is a Superior Proposal (taking into account any adjustment or revisions made by Parent in response to such Acquisition Proposal). The Company shall not release or waive any “standstill” agreement to which it is a party; provided, that the Company may release or waive any “standstill” agreement to which it is a party if, prior to such release or waiver, the Company Board determines in good faith after consultation with its outside legal counsel that failure to take such action would be reasonably likely to be inconsistent with the directors’ fiduciary duties under applicable Law; provided, further that the Company shall advise Parent orally and in writing no later than 24 hours prior to any such release or waiver that the Company shall provide such release or waiver. (c) For purposes of this Agreement:

Acquisition Proposals; Change in Recommendation. (a) Except as expressly permitted by this Section 7.25.5, on and after following the date hereofexecution of this Agreement, the (i) Company and its Subsidiaries shall, and the Company shall use reasonable best efforts to cause its and its Subsidiaries’ respective directors, officers, employees, controlled Affiliatesrepresentatives and other agents, including investment bankers, attorneys, accountants and other advisors or representatives (collectively, the “Representatives”) ), and its Subsidiaries to, (i) immediately cease and cause to be terminated any discussions or negotiations with any Persons Person that may be ongoing with respect to an Acquisition Proposal and (ii) until the Effective Time not (A) initiate, solicit or knowingly encourage or knowingly facilitate, directly or indirectly, the making of any proposal or offer that constitutes, an Acquisition Proposal, (B) engage in, continue or otherwise participate in any discussions or negotiations regarding, or provide any non-public information or data to any Person relating to, any Acquisition Proposal or inquiry that may reasonably be expected to lead to any Acquisition Proposal, (C) enter into any agreement, agreement in principle, letter of intent, confidentiality agreement or other understanding or arrangement with respect to any Acquisition Proposal (other than any confidentiality agreement contemplated by Section 7.2(b)), (D) otherwise knowingly facilitate or knowingly encourage any effort or attempt to make an Acquisition Proposal or (E) publicly propose to do any of the foregoing. Promptly (but in any event within two (2) business days) after the date hereof, the Company shall, and shall cause its Subsidiaries and shall use its reasonable best efforts to cause its and their respective Representatives to request the prompt return or destruction of all confidential information previously furnished and (ii) Company shall not, and Company shall cause its Subsidiaries and the Representatives not to, directly or indirectly, (A) encourage (including by way of furnishing or disclosing information), solicit, request or initiate any other action to facilitate or initiate the making of any Acquisition Proposal, (B) continue or otherwise participate in connection therewith and immediately terminate all physical and electronic dataroom access previously granted to discussions or negotiations with, or furnish or disclose any such information to, any Person or its Representatives (other than Parent or any Person of its Subsidiaries) in connection with whom the Company any Acquisition Proposal, (C) terminate, amend, modify or waive any provision of any confidentiality, standstill or similar agreement to which it or any of its Subsidiaries is in negotiations or discussions a party with respect to an any actual or potential Acquisition Proposal, (D) take action for the purpose of exempting any Person other than Parent and Merger Sub from the application of any “control share acquisition,” “fair price,” “business combination” or other anti-takeover Law, including the provisions of Section 180.1141 and 180.1150 of the WBCL, or (E) enter into any letter of intent, memorandum of understanding, agreement in principle or merger, acquisition or similar agreement contemplating or otherwise relating to any Acquisition Proposal (other than a confidentiality agreement referred to in accordance with Section 7.2(b5.5(b)) (each, a “Company Acquisition Agreement”). For the avoidance Company represents and warrants to Parent that neither it nor any of doubt, the its Subsidiaries has granted any waiver or release under any standstill or similar agreement with respect to any class of equity securities of Company shall not be permitted to reimburse or agree to reimburse the expenses any of any other person (or group of persons) who makes an Acquisition Proposalits Subsidiaries. (b) Notwithstanding anything to the contrary contained in this AgreementSection 5.5, at any time from prior to the date hereof and prior totime, but not after, the time the Requisite Company Vote Shareholder Approval is obtained, if the Company receives a written unsolicited Acquisition Proposal from any Person then (A) the Company and its the Representatives may provide information in response to a request therefor by such Person if the Company receives from such Person (or has received from such Person), prior to providing such information, an executed confidentiality agreement on terms that are no less favorable, in the aggregate, to the Company than those contained in the Company Confidentiality Agreement (and the Company shall have provided written notice to Parent of the execution and delivery of such a confidentiality agreement); provided that such confidentiality agreement shall not be required to contain a standstill provision; provided, further, that the Company shall promptly (but in any event within twenty-four (24) hours) make available to Parent and Merger Sub any material non-public information concerning the Company or its Subsidiaries that is provided to any Person given such access which was not previously made available to Parent or Merger Sub, (B) the Company and its Representatives may engage or participate in discussions or negotiations with with, or furnish or disclose nonpublic information to, any Person in response to an unsolicited, bona fide written Acquisition Proposal that is submitted to Company by such Person after the date of this Agreement and (C) after having complied in all respects with Section 7.2(d), prior to the time that the Company and the Company Board may adopt, approve or recommend or propose to adopt, approve or recommend (publicly or otherwise) such an Acquisition Proposal, if and only Shareholder Approval is obtained if (y) in each such case referred to in clause (A) or (B) above, in the case of an Acquisition Proposal, prior to taking any action described in clause (A) or (Bi) the Company Board determines in good faith based on the information then available and faith, (A) after consultation with its outside a nationally recognized financial advisor and outside legal counsel counsel, that such Acquisition Proposal either constitutes or is reasonably likely to lead to a Superior Proposal that was not solicited by Company and did not otherwise result from a breach of this Section 5.5 and (B) after consultation with outside legal counsel, that failing to take such action would be inconsistent with its fiduciary duties to Company’s shareholders under applicable Laws, (ii) prior to participating in discussions or could negotiations with, or furnishing or disclosing any nonpublic information to, such Person, Company receives from such Person, an executed confidentiality agreement containing confidentiality terms and a “standstill” or similar covenant not materially less restrictive upon such Person than the terms applicable to Parent under the Confidentiality Agreement, (iii) concurrently with furnishing or disclosing any nonpublic information to such Person, Company furnishes or discloses such information to Parent (to the extent such information has not been previously delivered or made available by Company to Parent), and (iv) prior to taking any of the actions referred to in the foregoing clauses (ii) and (iii), Company shall have delivered to Parent a prior written notice advising Parent that it intends to take such action. (c) Except as expressly permitted by this Section 5.5, neither the Company Board nor any committee thereof shall (i) withhold, withdraw, modify or qualify, or propose publicly to withhold, withdraw, modify or qualify, in any manner adverse to Parent the Recommendation (it being understood that the Company Board may refrain from taking a position with respect to an Acquisition Proposal until the close of business of the tenth (10th) Business Day following a written request by Parent to the Company Board to affirm the Recommendation after the first public announcement of such Acquisition Proposal without such action being considered an adverse modification) or (ii) approve, authorize or recommend or otherwise declare advisable, or propose publicly to approve, authorize or recommend or otherwise declare advisable, any Acquisition Proposal or Company Acquisition Agreement (each, a “Change in Recommendation”). Notwithstanding anything to the contrary in this Section 5.5, at any time prior to the time, but not after, the Company Shareholder Approval is obtained, the Company Board may make a Change in Recommendation if (A) Company provides Parent with written notice indicating that Company, acting in good faith, believes that the applicable Acquisition Proposal constitutes or is reasonably be expected likely to result in a Superior Proposal (providedand, that therefore, plans to conduct a meeting of the Company may request clarifications Board for the purpose of considering whether the Acquisition Proposal constitutes a Superior Proposal, which notice shall be delivered to Parent at least three (3) Business Days prior to the date of such meeting of the Company Board and shall also include a copy of such Acquisition Proposal (or, where no such copy is available, a reasonably detailed description of such Acquisition Proposal) and the identity of the Person making such Acquisition Proposal, (B) during the three Business Day period after Company provides Parent with the written notice described in clause (A) above, Company shall cause its financial and legal advisors to negotiate in good faith with Parent (to the extent Parent so chooses to negotiate) in an effort to make such adjustments to the terms and conditions of a written unsolicited this Agreement such that the Acquisition Proposal prior would not constitute a Superior Proposal, (C) notwithstanding the negotiations and adjustments pursuant to such clause (B) above, the Company Board, after consultation with a nationally recognized financial advisor and outside legal counsel, makes the determination so as to determine whether such that the Acquisition Proposal constitutes or could reasonably be expected to result in a Superior Proposal) and the Company shall have notified Parent of such determination Proposal and (zD) in each such case referred notwithstanding the negotiations and adjustments pursuant to in clause (CB) above, prior to taking any action described in clause (C), the Company Board determines in good faith (faith, after consultation with its outside financial advisor and outside legal counsel) , that failure failing to take such action approve or recommend a Company Acquisition Agreement with respect to the Acquisition Proposal would be reasonably likely to be inconsistent with the directors’ its fiduciary duties to Company’s shareholders under applicable Law and such Acquisition Proposal is a Superior Proposal (taking into account any adjustment or revisions made by Parent in response Laws. Any material amendment to such Acquisition Proposal, including any revision to price, shall require Company to deliver to Parent a new written notice and again comply with the provisions of clauses (A)-(D) of this Section 5.5(c). The Company shall not release or waive any “standstill” agreement to which it is a party; provided, however, that notwithstanding anything to the Company may release or waive any “standstill” agreement to which it is a party if, prior to such release or waivercontrary in this Section 5.5, the obligation of Company Board determines to deliver Parent with a notice under this Section 5.5(c) shall only apply twice with respect to an Acquisition Proposal and/or Superior Proposal from any particular Person. (d) In addition to the obligations of Company set forth in good faith after consultation with its outside legal counsel that failure to take such action would be reasonably likely to be inconsistent with the directors’ fiduciary duties under applicable Law; providedSection 5.5(a), further that the Section 5.5(b) and Section 5.5(c), (i) Company shall promptly advise Parent orally and in writing no later than (and in any case within 24 hours prior hours) of any Acquisition Proposal or any inquiry that would reasonably be expected to lead to any Acquisition Proposal, the material terms and conditions of any such release Acquisition Proposal or waiver that inquiry (including any changes thereto) and the identity of the Person making any such Acquisition Proposal or inquiry and (ii) Company shall (A) keep Parent fully and promptly informed of the status and material details (including any change to any material term thereof) of any such Acquisition Proposal or inquiry and (B) provide such release to Parent promptly after receipt or waiverdelivery thereof copies of all correspondence and other written material sent or provided to Company or any of its Subsidiaries from any Person that describes any of the terms or conditions of any Acquisition Proposal or inquiry. (ce) Nothing contained in this Section 5.5 shall prohibit the Company Board, directly or indirectly through the Representatives, from taking and disclosing to the shareholders of Company a position contemplated by Rule 14e-2(a) and Rule 14d-9 promulgated under the Exchange Act with respect to an Acquisition Proposal or from making any disclosure to Company’s shareholders required by applicable Laws. For the avoidance of doubt, a “stop, look and listen” or similar communication of the type contemplated by Rule 14d-9(f) of the Exchange Act, an express rejection of any Acquisition Proposal or an express reaffirmation of the Recommendation shall not be deemed to be a Change in Recommendation for purposes of this Agreement:.

Acquisition Proposals; Change in Recommendation. (a) Except as expressly permitted by this Section 7.26.2, on and after during the date hereofPre-Closing Period, the Acquired Companies and their respective directors and officers shall not, and shall not authorize their other Representatives to, and shall direct and cause them not to (i) initiate, solicit, propose, knowingly induce or knowingly encourage or knowingly facilitate (including by providing any information) any Acquisition Proposal, including any inquiries or the submission of any proposals or offers which could reasonably be expected to lead to an Acquisition Proposal, (ii) other than informing Third Parties of the existence of the provisions contained in this Section 6.2, engage in, continue or otherwise participate in negotiations or discussions with, or provide access to its properties, books and records or furnish any non-public information (or access thereto) concerning the Company and or any of the Company Subsidiaries to, any Third Party in connection with, relating to or for the purpose of encouraging or facilitating or that could reasonably be expected to lead to, an Acquisition Proposal, (iii) recommend, enter into or execute any Contract, letter of intent, acquisition agreement, agreement in principle, memorandum of understanding or similar agreement with respect to any Acquisition Proposal, (iv) approve, endorse or recommend, or propose publicly to approve, endorse or recommend any Acquisition Proposal, (v) waive, terminate, modify or fail to enforce any “standstill” or similar provision or obligation of a Person (other than Parent or its Affiliates) with respect to the Company or its Subsidiaries or (vi) approve, authorize or agree to do any of the foregoing. Immediately following the execution of this Agreement, the Acquired Companies and their respective directors and officers shall, and the Company shall use reasonable best efforts to direct and cause its and its Subsidiaries’ their respective directors, officers, employees, controlled Affiliates, investment bankers, attorneys, accountants and other advisors or representatives (collectively, “Representatives”) Representatives to, (iA) immediately cease and cause to be terminated any solicitation and any and all existing discussions or negotiations with any Persons that may be ongoing Person conducted heretofore with respect to an any Acquisition Proposal and (ii) until the Effective Time not (A) initiateor any inquiry or request for information that could reasonably be expected to lead to, solicit or knowingly encourage or knowingly facilitate, directly or indirectly, the making of any proposal or offer that constitutesresult in, an Acquisition Proposal, (B) engage in, continue or otherwise participate in terminate access by any discussions or negotiations regarding, or provide any non-public information or data Third Party to any Person physical or electronic data room relating to, to any potential Acquisition Proposal or inquiry that may reasonably be expected to lead to any Acquisition Proposal, and (C) enter into deliver written notice to each such Person requesting that any agreement, agreement in principle, letter of intent, confidentiality agreement or other understanding or arrangement with respect to any Acquisition Proposal such Person (other than any confidentiality agreement contemplated by Section 7.2(b))Parent, (D) otherwise knowingly facilitate or knowingly encourage any effort or attempt to make an Acquisition Proposal or (E) publicly propose to do any of the foregoing. Promptly (but in any event within two (2) business days) after the date hereof, the Company shall, and shall cause its Subsidiaries and shall use its reasonable best efforts to cause its Merger Sub and their respective Representatives to request the prompt Representatives) promptly return or destruction of destroy all confidential information previously furnished in connection therewith and immediately terminate all physical and electronic dataroom access previously granted to any such Person or its Representatives (other than any Person with whom regarding the Company is in negotiations or discussions with respect to an Acquisition Proposal in accordance with Section 7.2(band its Subsidiaries. Notwithstanding clause (v)). For the avoidance of doubt, the Company shall not be permitted to reimburse grant limited waivers of, and not enforce, any standstill provision or agree to reimburse similar provision that has the expenses effect of any other person (or group of persons) who makes prohibiting the counterparty thereto from making an Acquisition ProposalProposal to the Company Board to the extent that the Company Board determines in good faith, after consultation with outside counsel, that the failure to grant such limited waiver or to not enforce such provision would be inconsistent with Company Board’s fiduciary duties under Applicable Law. (b) Notwithstanding anything to the contrary contained in this Agreement, at any time from if prior to the date hereof and prior to, but not after, the time the Requisite Company Vote is obtained, if Offer Acceptance Time the Company receives a bona fide written unsolicited Acquisition Proposal (which Acquisition Proposal was made after the date of this Agreement and did not result from any Person a material breach of this Section 6.2), and the Company Board determines in good faith (after consultation with outside counsel and its financial advisor) that such Acquisition Proposal constitutes, or could reasonably be expected to lead to, a Superior Proposal, then (A) the Company and its Representatives may provide may: (i) furnish any information in response with respect to a request therefor by the Acquired Companies and access thereto to any Third Party making such Person if Acquisition Proposal (and its Representatives and financing sources); provided that (A) prior to furnishing any such information, the Company receives from such Person (or has received from such Person), prior to providing such information, Third Party an executed confidentiality agreement on terms that are no less favorable, in the aggregate, to the Company than those contained in the Company Acceptable Confidentiality Agreement and (and the Company shall have provided written notice to Parent of the execution and delivery of B) any such a confidentiality agreement); provided that such confidentiality agreement shall not be required to contain a standstill provision; provided, further, that the Company shall promptly (but in any event within twenty-four (24) hours) make available to Parent and Merger Sub any material non-public information concerning so furnished has been previously provided or Made Available to Parent or is provided or Made Available (including through the Data Room) to Parent substantially concurrent with such information so furnished to such Third Party or (ii) participate or engage in negotiations or discussions with the Third Party making such Acquisition Proposal. (c) Except as set forth in Section 6.2(d), Section 6.2(e) and Section 6.2(g), none of the Company, the Company Board nor any committee thereof shall (i) (A) withdraw, withhold or its Subsidiaries that is provided to any Person given such access which was not previously made available modify, amend or qualify in a manner adverse to Parent or Merger Sub, or propose publicly to withdraw, withhold or modify, amend or qualify in a manner adverse to Parent or Merger Sub, the Board Recommendation, (B) the Company and its Representatives may engage approve, adopt, recommend or participate in discussions declare advisable, or negotiations with such Person and propose publicly to approve, recommend or declare advisable, any Acquisition Proposal, (C) fail to include the Board Recommendation in the Schedule 14D-9 when disseminated to the Company’s stockholders, (D) if any Acquisition Proposal has been made public, fail to reaffirm the Board Recommendation upon request of Parent within the earlier of three (3) Business Days prior to the then scheduled Offer Expiration Time or five (5) Business Days upon receipt of a request from Parent to do so, or (E) fail to recommend against any Acquisition Proposal that is a tender offer or exchange offer subject to Regulation 14D under the Exchange Act within five (5) Business Days after having complied the commencement of such tender or exchange offer (any action described in all respects this clause (i) being referred to as a “Change in Recommendation”) or (ii) approve, recommend, declare advisable or enter into or execute any Contract, letter of intent, acquisition agreement, agreement in principle, memorandum of understanding or similar agreement with Section 7.2(drespect to any Acquisition Proposal, other than an Acceptable Confidentiality Agreement (an “Alternative Acquisition Agreement”). (d) Notwithstanding anything to the contrary contained in this Agreement, at any time prior to the Company and Offer Acceptance Time, the Company Board may adopt, approve or recommend or propose to adopt, approve or recommend (publicly or otherwise) such an Acquisition Proposal, if and only if (y) make a Change in each such case referred to Recommendation contemplated in clause clauses (A) or (BC) above, of the definition thereof in the case of response to an Acquisition Proposal, prior to taking any action described in clause Intervening Event if (A) or (Bi) the Company Board determines in good faith based on the information then available and (after consultation with its outside legal and financial advisor and outside legal counsel that such Acquisition Proposal either constitutes a Superior Proposal or could reasonably be expected to result in a Superior Proposal (provided, advisors) that the failure to do so would be inconsistent with the Company may request clarifications of the terms and conditions of a written unsolicited Acquisition Proposal prior to such a determination so as to determine whether such Acquisition Proposal constitutes or could reasonably be expected to result in a Superior ProposalBoard’s fiduciary duties under Applicable Law, (ii) and (A) the Company shall have notified provided Parent five (5) Business Days’ prior written notice (provided that such notice shall not constitute a Change in Recommendation) advising Parent that the Company intends to make a Change in Recommendation, which such notice shall specify, in reasonable detail, the Intervening Event and the reasons for the Change in Recommendation (provided that Parent shall be required to keep all such information confidential in accordance with the terms of such determination the Confidentiality Agreement), and (zB): (1) during such five (5) Business Day period, if requested by Parent, the Company and its Representatives shall negotiate in each good faith with Parent and its Representatives regarding any changes to the terms of this Agreement and any other proposals made by Parent so that a failure to effect a Change in Recommendation would no longer be inconsistent with the Company Board’s fiduciary duties under Applicable Law; (2) following such case referred five (5) Business Day period, after taking into account any changes to the terms of this Agreement and any other proposals made by Parent during such five (5) Business Day period, the Company Board shall have determined in clause good faith (Cafter consultation with its outside legal and financial advisors) abovethat the failure to effect a Change in Recommendation in response to such Intervening Event would be inconsistent with the Company Board’s fiduciary duties under Applicable Law; and (3) if the Company has validly effected a Change in Recommendation in response to an Intervening Event in compliance with this Section 6.2(d), prior then following such Change in Recommendation it shall thereafter be permitted to taking take any action described in clauses (D) and (E) of the definition thereof, and, for the avoidance of doubt, the Company shall not be able to take any action described in clause (CB) of the definition of Change in Recommendation. In the event of any material change in any event, occurrence or fact relating to such Intervening Event (other than in respect of any revisions proposed or proposals made by Parent as referred to above), a new notice shall be required from the Company pursuant to Section 6.2(d)(ii), except that the references to five (5) Business Days in this Section 6.2(d) shall be deemed to be three (3) Business Days, and the provisions of this Section 6.2(d) shall otherwise apply to the Intervening Event as modified thereby. (e) Notwithstanding anything to the contrary contained in this Agreement, at any time prior to the Offer Acceptance Time if, in response to a bona fide written Acquisition Proposal made by a Third Party after the date of this Agreement which does not arise from a breach of this Section 6.2, and has not been withdrawn, the Company Board determines in good faith (after consultation with its outside legal and financial advisor and outside legal counseladvisors) that (i) such Acquisition Proposal constitutes a Superior Proposal and (ii) the failure to take an action set forth in clause (x) or (y) would be inconsistent with the Company Board’s fiduciary duties under Applicable Law, then (x) the Company Board may make a Change in Recommendation or (y) the Company may terminate this Agreement pursuant to Section 8.1(d)(i) in order to enter into an definitive agreement with respect to such Superior Proposal; provided that in either such case (A) the Company shall have provided to Parent five (5) Business Days’ prior written notice (the “Superior Proposal Notice”) (provided that such notice shall not constitute a Change in Recommendation) advising Parent that the Company intends to take such action (and specifying, in reasonable detail, the material terms and conditions of any such Superior Proposal, including the identity of the Third Party making any such Superior Proposal) and providing Parent with a complete copy of any written proposal or offer, including any proposed Alternative Acquisition Agreement or financing documentation, and any other documents containing the material terms of such Superior Proposal (provided that Parent shall be required to keep all such documents and their terms confidential in accordance with the terms of the Confidentiality Agreement), and (B): (1) during such five (5) Business Day period, if requested by Parent, the Company and its Representatives shall negotiate and discuss in good faith with Parent and its Representatives regarding changes to the terms of this Agreement and any other proposals made by Parent intended by Parent to cause such Acquisition Proposal to no longer constitute a Superior Proposal; and (2) following such five (5) Business Day period, after taking into account any changes to the terms of this Agreement made by Parent during such five (5) Business Day period, the Company Board shall have determined in good faith (after consultation with its outside legal and financial advisors) that (x) such Acquisition Proposal continues to constitute a Superior Proposal, and (y) the failure to make the Change in Recommendation or terminate this Agreement pursuant to Section 8.1(d)(i) would be reasonably likely to be inconsistent with the directors’ Company Board’s fiduciary duties under applicable Law and Applicable Law. Any material revisions, modifications or amendments to the terms of such Acquisition Proposal is shall constitute a new Acquisition Proposal and shall in each case require the Company to deliver to Parent a new Superior Proposal Notice, except that the references to five (taking into account 5) Business Days in this Section 6.2(e) shall be deemed to be three (3) Business Days. (f) During the Pre-Closing Period, the Company shall promptly (and in any adjustment event no later than twenty-four (24) hours after receipt) advise Parent orally or revisions made by in writing in the event that the Company receives (x) any Acquisition Proposal, or (y) any inquiry, proposal, offer or request for information with respect to, or that could reasonably be expected to lead to, an Acquisition Proposal and in connection with such notice provide to Parent the material terms and conditions of any such Acquisition Proposal (including the identity of the Third Party making any such Acquisition Proposal including any documents submitted therewith). During the Pre-Closing Period, the Company shall (i) notify Parent in response writing if the Company determines to begin providing non-public information or to engage in discussions or negotiations concerning an Acquisition Proposal in accordance with Section 6.2(b), (ii) keep Parent reasonably informed of the status, material details and material terms of any such Acquisition ProposalProposal (including, prior to initially furnishing any information or to commencing any discussions or negotiations pursuant to Section 6.2(b), advising Parent of any determination by the Company Board pursuant to Section 6.2(b)) and any discussions and negotiations concerning the material terms and conditions thereof, and (ii) promptly provide to Parent (and in any event no later than twenty four (24) hours after receipt or delivery thereof) any written proposal, indication of interest (or amendment thereto) or any other written material that constitutes or is related to an Acquisition Proposal (or amendment thereto) including copies of any proposed Alternative Acquisition Agreements and any other material agreements (or drafts thereof) and any financing commitments related thereto. The Company shall not, and shall cause its Affiliates not release to, enter into any Contract with any Person that prohibits the Company, its Subsidiaries or waive Representatives from providing such information or any other information contemplated by this Section 6.2 to Parent, Merger Sub or their Representatives or otherwise limits or impairs the Company’s, its Subsidiaries’, its Affiliates’ or their respective Representatives’ ability to comply with their respective obligations in this Section 6.2. (g) Nothing contained in this Agreement shall prohibit the Company or the Company Board, directly or indirectly, through their respective Representatives, from (i) taking and disclosing to the stockholders of the Company any position contemplated by Rule 14d-9, Rule 14e-2(a) or Item 1012(a) of Regulation M-A promulgated under the Exchange Act, (ii) making any “standstillstop, look and listen” agreement communication to which it is a party; providedthe Company’s stockholders pursuant to Rule 14d-9(f) promulgated under the Exchange Act, that or (iii) making any disclosure to the stockholders of the Company may release or waive any “standstill” agreement to which it is a party if, prior to such release or waiver, that the Company Board determines in good faith (after consultation with its outside legal counsel counsel) that the failure to take such action do so would be reasonably likely to be inconsistent with the directors’ Company Board’s fiduciary duties under applicable Applicable Law; provided, further provided that this Section 6.2(g) shall not be deemed to permit the Company shall advise Parent orally Board to make a Change in Recommendation except to the extent permitted by Section 6.2(d) and in writing no later than 24 hours prior to any such release or waiver that the Company shall provide such release or waiverSection 6.2(e). (ch) For purposes The Company agrees that any breach of this Agreement:Section 6.2 by any of its Representatives acting on the Company’s behalf shall be deemed a breach of this Agreement by the Company.

Acquisition Proposals; Change in Recommendation. (a) Except as expressly permitted by this Section 7.25.5, on and after (i) effective as of the date hereofof this Agreement, the Company and its Subsidiaries shall, and the Company shall use reasonable best efforts to cause its Subsidiaries and Company’s and its Subsidiaries’ respective directors, officers, employees, controlled Affiliatesrepresentatives and other agents, including investment bankers, attorneys, accountants and other advisors or representatives (collectivelywith respect to any party, such party’s “Representatives”) to, (iA) immediately cease and cause to be terminated any discussions or negotiations with any Persons Person (other than Parent and its Representatives) that may be ongoing with respect to an Acquisition Proposal and (B) promptly request the prompt return or destruction, as applicable, of any confidential information of Company and its Subsidiaries previously furnished to any Person (other than Parent and its Representatives) and (ii) from the date of this Agreement until the Effective Time or termination of this Agreement in accordance with Article 7, Company shall not, and Company shall cause its Subsidiaries and Company’s and its Subsidiaries’ Representatives not (A) initiate, solicit or knowingly encourage or knowingly facilitateto, directly or indirectly, (A) solicit, request, initiate, encourage (including by way of furnishing or disclosing nonpublic information) or knowingly take any other action to facilitate or initiate the making of any Acquisition Proposal or any inquiry, proposal or offer that constitutes, could reasonably be expected to lead to an Acquisition Proposal, (B) engage in, continue or otherwise participate in any discussions or negotiations regardingwith, or provide furnish or disclose any non-public nonpublic information or data to to, any Person relating to, (other than Parent or any of its Subsidiaries) in connection with any Acquisition Proposal or inquiry any inquiry, proposal or offer that may could reasonably be expected to lead to any an Acquisition Proposal, (C) approve, endorse, recommend, execute, enter into or agree to enter into any agreement, agreement in principle, letter of intent, memorandum of understanding, agreement in principle or merger, acquisition, confidentiality or similar agreement contemplating or other understanding or arrangement with respect otherwise relating to any Acquisition Proposal or any proposal or offer that could reasonably be expected to lead to an Acquisition Proposal (other than any a confidentiality agreement contemplated by referred to in, and in compliance with the terms of, Section 7.2(b5.5(b)) (each, a “Company Acquisition Agreement”), (D) grant any waiver, amendment or release under any confidentiality agreement (other than any waiver, amendment or release of any standstill or similar provision therein, provided that (1) such waiver, amendment or release is requested by the counterparty thereto on an unsolicited basis and (2) Company is otherwise knowingly facilitate in compliance with this Section 5.5) or knowingly encourage any effort “fair price”, “moratorium”, “control share acquisition” or attempt to make an Acquisition Proposal other takeover, antitakeover or other similar Law (such Laws, collectively, “Takeover Statutes”) or (E) resolve to propose, agree or publicly propose announce an intention to do any of the foregoing. Promptly (but in any event within two (2) business days) after the date hereof, the Company shall, and shall cause its Subsidiaries and shall use its reasonable best efforts to cause its and their respective Representatives to request the prompt return or destruction of all confidential information previously furnished in connection therewith and immediately terminate all physical and electronic dataroom access previously granted to any such Person or its Representatives (other than any Person with whom the Company is in negotiations or discussions with respect to an Acquisition Proposal in accordance with Section 7.2(b)). For the avoidance of doubt, the any violation of this Section 5.5 by any Representative of Company shall not be permitted to reimburse or agree to reimburse the expenses constitute a breach of any other person (or group of persons) who makes an Acquisition Proposalthis Section 5.5 by Company. (b) Notwithstanding anything to the contrary contained in this AgreementSection 5.5, at any time from prior to the date hereof and prior totime, but not after, the time the Requisite Company Vote is Stockholder Approvals are obtained, if the Company receives a written unsolicited Acquisition Proposal from any Person then (A) the Company and its Representatives may provide participate in discussions or negotiations with, or furnish or disclose nonpublic information to, any Person in response to a request therefor an unsolicited, bona fide written Acquisition Proposal that is submitted to Company by such Person if after the Company receives from such Person (or has received from such Person), date of this Agreement and prior to providing such information, an executed confidentiality agreement on terms that are no less favorable, in the aggregate, to the Company than those contained in the Company Confidentiality Agreement (and the Company shall have provided written notice to Parent of the execution and delivery of such a confidentiality agreement); provided that such confidentiality agreement shall not be required to contain a standstill provision; provided, further, time that the Company shall promptly Stockholder Approvals are obtained if, and only if, (but A) the Special Committee determines in any event within twenty-four (24) hours) make good faith, based on the information then available and after consultation with a nationally recognized financial advisor and outside legal counsel, that such Acquisition Proposal constitutes or is reasonably likely to Parent and Merger Sub any material non-public information concerning the Company or its Subsidiaries that is provided to any Person given such access which was not previously made available to Parent or Merger Subresult in a Superior Proposal, (B) the Company and its Representatives may engage or participate in discussions or negotiations with such Person and (C) after having complied in all respects with Section 7.2(d), the Company and the Company Board may adopt, approve or recommend or propose to adopt, approve or recommend (publicly or otherwise) such an Acquisition Proposal, if and only if (y) in each such case referred to in clause (A) or (B) above, in the case of an Acquisition Proposal, prior to taking any action described in clause (A) or (B) the Company Board Special Committee determines in good faith faith, based on the information then available and after consultation with its outside financial advisor and outside legal counsel counsel, that failing to take such action would be inconsistent with the directors’ fiduciary duties under applicable Law, (C) prior to participating in discussions or negotiations with, or furnishing or disclosing any nonpublic information to, such Person, Company receives from such Person, an executed confidentiality agreement containing terms no less restrictive upon such Person, in any material respect, than the terms applicable to Parent under the Confidentiality Agreement (provided that such confidentiality agreement (1) may contain a less restrictive or no standstill provision and (2) shall not contain any provisions that prohibit Company from taking the actions expressly required by this Agreement) and (D) prior to or concurrently with furnishing or disclosing any nonpublic information to such Person, Company furnishes or discloses such information to Parent (to the extent such information has not been previously made available by Company to Parent). (c) Except as expressly permitted by this Section 5.5, neither the Company Board nor any committee thereof (including the Special Committee) shall (A) withhold, withdraw, modify or qualify, or propose publicly or resolve to withhold, withdraw, modify or qualify, in any manner adverse to Parent, the Recommendation, (B) approve, authorize or recommend or otherwise declare advisable, or propose publicly to approve, authorize or recommend or otherwise declare advisable, any Acquisition Proposal either constitutes or Company Acquisition Agreement, (C) fail to include the Recommendation in the Proxy Statement or (D) fail to publicly affirm the Recommendation in writing within four (4) Business Days after receipt of a Superior Proposal or could reasonably be expected written request by Parent to result in provide such affirmation following a Superior publicly known Acquisition Proposal (providedeach, a “Change in Recommendation”). Notwithstanding anything to the contrary set forth in this Agreement, prior to the time the Company Stockholder Approvals are obtained, (x) if any change, event, development, fact, occurrence or circumstance that affects the business, assets, results of operations or financial condition of Company or its Subsidiaries (other than any Acquisition Proposal) that was not known or reasonably foreseeable to Company as of the date hereof becomes known by Company after the date hereof and prior to the time that the Company may request clarifications of the terms and conditions of a written unsolicited Acquisition Proposal prior to such a determination so as to determine whether such Acquisition Proposal constitutes or could reasonably be expected to result in a Superior Proposal) and the Company shall have notified Parent of such determination and (z) in each such case referred to in clause (C) above, prior to taking any action described in clause (C)Stockholder Approvals are obtained, the Company Board determines or the Special Committee may effect a Change in Recommendation or (y) if Company receives an Acquisition Proposal that the Special Committee concludes in good faith (prior to the time that the Company Stockholder Approvals are obtained, after consultation with its outside a nationally recognized financial advisor and outside legal counsel, constitutes a Superior Proposal, the Company Board or the Special Committee may approve or recommend such Superior Proposal and Company may terminate this Agreement pursuant to Section 7.1(h), and, in the case of either of clause (x) or (y), if, and only if: (i) Company shall have provided prior written notice to Parent and Merger Sub, at least four (4) Business Days in advance, that the Company Board or the Special Committee will effect a Change in Recommendation or Company will terminate this Agreement pursuant to Section 7.1(h), which notice shall specify the basis for the Change in Recommendation or termination and, in the case of a Superior Proposal, the identity of the party making such Superior Proposal, the material terms thereof and copies of all material documents relating thereto; (ii) the Company Board or the Special Committee determines in good faith, after consultation with a nationally recognized financial advisor and outside legal counsel, that failure to take such action do so would be reasonably likely to be inconsistent with the directors’ fiduciary duties under applicable Law and Company shall have complied with all of its obligations under this Section 5.5; (iii) after providing such notice and prior to the Company Board or the Special Committee effecting such Change in Recommendation or Company terminating this Agreement pursuant to Section 7.1(h), Company shall, and shall cause its Representatives to, negotiate with Parent and Merger Sub in good faith (to the extent Parent and Merger Sub desire to negotiate) during such four (4) Business Day period to make such adjustments in the terms and conditions of this Agreement, the Financing Letter and the Guaranty as would permit the Company Board or the Special Committee not to effect a Change in Recommendation and the Company not to terminate this Agreement pursuant to Section 7.1(h); and (iv) the Special Committee shall have considered in good faith any changes to this Agreement, the Financing Letter and the Guaranty that may be offered in writing by Parent no later than 5:00 PM Eastern time on the fourth Business Day of such four (4) Business Day period in a manner that would form a binding contract if accepted by Company and shall have determined, after consultation with a nationally recognized financial advisor and outside legal counsel, in the case of an Acquisition Proposal, that the Acquisition Proposal is would continue to constitute a Superior Proposal (taking into account and, in any adjustment or revisions made by Parent in response to such Acquisition Proposal). The Company shall not release or waive any “standstill” agreement to which it is a party; providedcase, that the Company may release or waive any “standstill” agreement to which it is a party if, prior to such release or waiver, failure of the Company Board determines or the Special Committee to effect a Change in good faith after consultation with its outside legal counsel that failure Recommendation or Company to take such action terminate this Agreement pursuant to Section 7.1(h) would be reasonably likely continue to be inconsistent with the directors’ fiduciary duties under applicable Law, if such changes were to be given effect; provided, further provided that in the event of any material revisions to the Acquisition Proposal that the Special Committee has determined to be a Superior Proposal or any material change in the circumstances giving rise to the Change in Recommendation, as applicable, Company shall be required to deliver a new written notice to Parent and to comply with the requirements of this Section 5.5 (including this Section 5.5(c)) with respect to such new written notice. (d) In addition to the other obligations of Company set forth in this Section 5.5, from and after the date of this Agreement, Company shall, (i) as promptly as possible and in any event within twenty-four (24) hours after the receipt thereof, advise Parent orally of (A) any Acquisition Proposal and in writing no later than 24 hours prior (B) the identity of the Person or group of Persons making such proposal and the material terms and conditions of such Acquisition Proposal (and, if applicable, provide Parent with copies of any material written requests, proposals or offers with respect to such Acquisition Proposal, including proposed agreements or documentation (including any financing commitments and fee letters)) and (ii) keep Parent reasonably apprised on a prompt basis of any related material developments, amendments (including any change to the financial terms, conditions or other material terms), discussions (including the status and terms thereof) and negotiations related to any such release or waiver that the Company shall provide such release or waiverAcquisition Proposal. (ce) Nothing contained in this Section 5.5 shall prohibit Company, directly or indirectly through its Representatives, from taking and disclosing to the stockholders of Company a position contemplated by Rule 14e-2(a) and Rule 14d-9 promulgated under the Exchange Act with respect to an Acquisition Proposal or from making any disclosure to Company’s stockholders required by applicable Law; provided that any Change in Recommendation may only be made in accordance with the foregoing provisions of this Section 5.5. For the avoidance of doubt, a “stop, look and listen” or similar communication of the type contemplated by Rule 14d-9(f) of the Exchange Act, an express rejection of any Acquisition Proposal or an express reaffirmation of the Recommendation shall not be deemed to be a Change in Recommendation for purposes of this Agreement:.

Acquisition Proposals; Change in Recommendation. (a) Except as expressly permitted by this Section 7.25.02, on during the Pre-Closing Period, the Company and after its Subsidiaries and their respective directors and officers shall not, and shall not authorize their other Representatives to, and shall direct them not to: (i) initiate, solicit, propose, knowingly induce or knowingly encourage or knowingly facilitate the making of any Acquisition Proposal, (ii) other than informing Third Parties of the existence of the provisions contained in this Section 5.02, engage in, continue or otherwise participate in negotiations or discussions with, or furnish any non-public information (or access thereto) concerning the Company or any of the Company Subsidiaries to, any Third Party in connection with, or for the purpose of knowingly encouraging or knowingly facilitating, an Acquisition Proposal, (iii) recommend or enter into any Contract, letter of intent, acquisition agreement, agreement in principle, memorandum of understanding or similar agreement with respect to any Acquisition Proposal or (iv) approve, authorize or agree to do any of the foregoing. Promptly following the execution of this Agreement, and in any event within one (1) Business Day of the date hereofof this Agreement, the Company and its Subsidiaries shall, and the Company shall use reasonable best efforts to cause its and its Subsidiaries’ direct their respective directors, officers, employees, controlled Affiliates, investment bankers, attorneys, accountants and other advisors or representatives (collectively, “Representatives”) Representatives to, (iA) immediately cease and cause to be terminated any solicitation and any and all existing discussions or negotiations with any Persons that may be ongoing with respect to an Acquisition Proposal and (ii) until the Effective Time not (A) initiate, solicit or knowingly encourage or knowingly facilitate, directly or indirectly, the making of any proposal or offer that constitutes, an Acquisition Proposal, (B) engage in, continue or otherwise participate in any discussions or negotiations regarding, or provide any non-public information or data to any Person relating to, any Acquisition Proposal or inquiry that may reasonably be expected to lead to any Acquisition Proposal, (C) enter into any agreement, agreement in principle, letter of intent, confidentiality agreement or other understanding or arrangement conducted heretofore with respect to any Acquisition Proposal (other than or any confidentiality agreement contemplated by Section 7.2(b))inquiry or request for information that could reasonably be expected to lead to, (D) otherwise knowingly facilitate or knowingly encourage any effort or attempt to make result in, an Acquisition Proposal or and (EB) publicly propose to do terminate access by any of the foregoing. Promptly (but in any event within two (2) business days) after the date hereof, the Company shall, and shall cause its Subsidiaries and shall use its reasonable best efforts to cause its and their respective Representatives to request the prompt return or destruction of all confidential information previously furnished in connection therewith and immediately terminate all physical and electronic dataroom access previously granted Third Party to any such Person physical or its Representatives (other than electronic data room relating to any Person with whom potential Acquisition Transaction. Notwithstanding anything in this Agreement to the Company is in negotiations or discussions with respect to an Acquisition Proposal in accordance with Section 7.2(b)). For the avoidance of doubtcontrary, the Company shall not be permitted to reimburse grant waivers of, and not enforce, any standstill provision or agree to reimburse similar provision that has the expenses effect of any other person (or group of persons) who makes prohibiting the counterparty thereto from making an Acquisition ProposalProposal to the Special Committee or the Company Board to the extent that the Special Committee or the Company Board determines in good faith that the failure to grant such waiver or to not enforce such provision would reasonably be expected to constitute a breach of the Special Committee’s or the Company Board’s respective fiduciary duties under Applicable Law. (b) Notwithstanding anything to the contrary contained in this Agreement, at any time from if, prior to the date hereof and prior toconsummation of the Offer, but not after, the time the Requisite Company Vote is obtained, if the Company receives a bona fide written unsolicited Acquisition Proposal (which Acquisition Proposal was made after the date of this Agreement and did not result from any Person a material breach of this Section 5.02), and the Special Committee or the Company Board determines in good faith, after consultation with its financial advisors and outside legal counsel, that such Acquisition Proposal constitutes, or could reasonably be expected to lead to, a Superior Proposal, then (A) the Company and its Representatives may provide may: (i) furnish any information in response with respect to a request therefor by the Company and its Subsidiaries and access thereto to any Third Party making such Person if Acquisition Proposal (and its Representatives and financing sources); provided that (A) prior to furnishing any such information, the Company receives from such Person (or has received from such Person), prior to providing such information, Third Party an executed confidentiality agreement on terms that are no less favorable, in the aggregate, to the Company than those contained in the Company Acceptable Confidentiality Agreement and (B) any such non-public information so furnished has been previously provided or Made Available to BRF or is provided or Made Available to BRF promptly (and the Company shall have provided written notice to Parent of the execution and delivery of such a confidentiality agreement); provided that such confidentiality agreement shall not be required to contain a standstill provision; provided, further, that the Company shall promptly (but in any event within no later than twenty-four (24) hours) make available after it is so furnished to Parent such Third Party or (ii) participate or engage in negotiations or discussions with the Third Party making such Acquisition Proposal and Merger Sub any material non-public information concerning its Representatives and financing sources regarding such Acquisition Proposal. (c) Except as set forth in this Section 5.02 (including subsections (d), (e) and (g)), neither the Company Board nor the Special Committee shall (i) (A) withdraw (or its Subsidiaries that is provided modify, amend or qualify in a manner adverse to any Person given such access which was not previously made available to Parent BRF or Merger Sub), or propose publicly to withdraw (or modify, amend or qualify in a manner adverse to BRF or Merger Sub), the Board Recommendation or the Special Committee Recommendation, (B) the Company and its Representatives may engage approve, recommend or participate in discussions declare advisable, or negotiations with such Person and propose publicly to approve, recommend or declare advisable, any Acquisition Proposal or (C) after having complied in all respects with Section 7.2(d), fail to include the Company and Board Recommendation or the Company Board may adopt, approve or recommend or propose to adopt, approve or recommend (publicly or otherwise) such an Acquisition Proposal, if and only if (y) in each such case referred to in clause (A) or (B) above, Special Committee Recommendation in the case of an Acquisition Proposal, prior Schedule 14D-9 or the Schedule 13E-3 when disseminated to taking the Company’s stockholders (any action described in this clause (Ai) being referred to as a “Change in Recommendation”) or (Bii) approve, recommend, declare advisable or enter into any Contract, letter of intent, acquisition agreement, agreement in principle, memorandum of understanding or similar agreement with respect to any Acquisition Proposal, other than an Acceptable Confidentiality Agreement (an “Alternative Acquisition Agreement”). (d) Notwithstanding anything to the contrary contained in this Agreement, at any time prior to the consummation of the Offer, the Company Board or the Special Committee may make a Change in Recommendation in response to an Intervening Event if (i) the Special Committee or the Company Board determines in good faith, after consultation with its respective outside legal counsel, that the failure to make a Change in Recommendation would reasonably be expected to constitute a breach of the Special Committee’s or the Company Board’s respective fiduciary duties under Applicable Law, and (ii) (A) the Company shall have provided BRF at least four (4) Business Days’ prior written notice (provided that such notice shall not constitute a Change in Recommendation) advising BRF that the Company intends to make a Change in Recommendation (and specifying, in reasonable detail, the Intervening Event), provided that BRF shall be required to keep all such information confidential in accordance with the terms of the Confidentiality Agreement, and (B): (1) during such four (4) Business Day period, if requested by BRF in good faith, the Company and its Representatives shall negotiate with BRF regarding any changes to the terms of this Agreement and any other proposals made by BRF so that a failure to effect a Change in Recommendation would no longer constitute a breach of the Company Board’s fiduciary duties under Applicable Law; and (2) following such four (4) Business Day period, the Special Committee or the Company Board shall have determined in good faith based on the information then available and (after consultation with its outside financial advisor and outside legal counsel and, as to financial matters, its financial advisors) that the failure to recommend or make a Change in Recommendation in response to such Acquisition Proposal either constitutes a Superior Proposal or could Intervening Event would reasonably be expected to result constitute a breach of the Special Committee’s or the Company Board’s respective fiduciary duties under Applicable Law. In the event of any material change in any event, occurrence or fact relating to such Intervening Event to the detriment of the Company stockholders (other than BRF or its Subsidiaries) from a Superior Proposal financial point of view (providedother than in respect of any revisions proposed or proposals made by BRF as referred to above), a new notice shall be required from the Company pursuant to Section 5.02(d)(2), except that the Company may request clarifications references to four (4) Business Days in this Section 5.02(d) shall be deemed to be three (3) Business Days, and the provisions of this Section 5.02(d) shall otherwise apply to the Intervening Event as modified thereby. (e) Notwithstanding anything to the contrary contained in this Agreement, at any time prior to the consummation of the terms and conditions of Offer if, in response to a bona fide written unsolicited Acquisition Proposal prior to such made by a determination so as to determine whether such Acquisition Proposal constitutes Third Party after the date of this Agreement which does not arise from a material breach of this Section 5.02 and has not been withdrawn, the Special Committee or could reasonably be expected to result in a Superior Proposal) and the Company shall have notified Parent of such determination and (z) in each such case referred to in clause (C) above, prior to taking any action described in clause (C), the Company Board determines in good faith (after consultation with its outside legal counsel and financial advisor and outside legal counseladvisors) that (i) such Acquisition Proposal constitutes a Superior Proposal and (ii) the failure to cause to be taken an action set forth in the following clause (x) or clause (y) would reasonably be expected to constitute a breach of the Special Committee’s or the Company Board’s respective fiduciary duties under Applicable Law, then (x) the Special Committee or the Company Board may make a Change in Recommendation or (y) the Company (subject to the approval of the Special Committee) may terminate this Agreement pursuant to Section 7.01(d)(i) in order to enter into an Alternative Acquisition Agreement with respect to such Superior Proposal; provided that in either such case (A) the Company shall have provided to BRF four (4) Business Days’ prior written notice (the “Superior Proposal Notice”) (provided that such notice shall not constitute a Change in Recommendation) advising BRF that the Company intends to take such action would (and specifying, in reasonable detail, the material terms and conditions of any such Superior Proposal, including the identity of the Third Party making any such Superior Proposal) and providing BRF with a complete copy of any written request, proposal or offer, including any proposed Alternative Acquisition Agreement, and any other documents containing the material terms of such Superior Proposal; provided that BRF shall be reasonably likely required to be inconsistent keep all such documents and their terms confidential in accordance with the directors’ fiduciary duties under applicable Law terms of the Confidentiality Agreement, and (B): (1) during such four (4) Business Day period, if requested by BRF in good faith, the Company and its Representatives shall negotiate with BRF regarding changes to the terms of this Agreement and any other proposals made by BRF intended by BRF to cause such Acquisition Proposal is to no longer constitute a Superior Proposal Proposal; and (taking into account any adjustment 2) following such four (4) Business Day period, the Special Committee or revisions made by Parent in response to such Acquisition Proposal). The Company shall not release or waive any “standstill” agreement to which it is a party; provided, that the Company may release or waive any “standstill” agreement to which it is a party if, prior to such release or waiver, the Company Board determines shall have determined in good faith (after consultation with its outside legal counsel and, as to financial matters, its financial advisors) that (x) such Acquisition Proposal continues to constitute a Superior Proposal, and (y) the failure to take such action make the Change in Recommendation or to terminate this Agreement (subject to the approval of the Special Committee) pursuant to Section 7.01(d)(i) would reasonably be reasonably likely expected to be inconsistent with constitute a breach of the directors’ Special Committee’s or the Company Board’s respective fiduciary duties under applicable Applicable Law. Any material revisions to such Acquisition Proposal to the detriment of the Company stockholders (other than BRF or its Subsidiaries) from a financial point of view shall constitute a new Acquisition Proposal and shall in each case require the Company to deliver to BRF a new Superior Proposal Notice, except that the references to four (4) Business Days in this Section 5.02(e) shall be deemed to be three (3) Business Days. (f) During the Pre-Closing Period, the Company shall promptly (and in any event no later than twenty-four (24) hours after receipt) advise BRF orally or in writing in the event that the Company receives any Acquisition Proposal and in connection with such notice provide to BRF the material terms and conditions of any such Acquisition Proposal (including the identity of the Third Party making any such Acquisition Proposal). During the Pre-Closing Period, the Company shall (i) keep BRF reasonably informed of the status, material details and material terms of any such Acquisition Proposal (including, prior to initially furnishing any information or to commencing any discussions or negotiations pursuant to Section 5.02(b), advising BRF of any determination by the Special Committee or the Company Board pursuant to Section 5.02(b)) and any discussions and negotiations concerning the material terms and conditions thereof and (ii) promptly provide to BRF (and in any event no later than twenty-four (24) hours after receipt or delivery thereof) any written proposal, indication of interest (or amendment thereto) or any other written material that constitutes an Acquisition Proposal (or amendment thereto) including copies of any proposed Alternative Acquisition Agreements and any other material agreements (or drafts thereof) and any financing commitments related thereto. (g) Nothing contained in this Agreement shall prohibit the Company and the Company Board, directly or indirectly, through their respective Representatives, from (i) taking and disclosing to the stockholders of the Company any position contemplated by Rule 14d-9, Rule 14e-2(a) or Item 1012(a) of Regulation M-A promulgated under the Exchange Act, (ii) making any “stop, look and listen” communication to the Company’s stockholders pursuant to Rule 14d-9(f) promulgated under the Exchange Act or (iii) making any disclosure to the stockholders of the Company that the Company has determined in good faith (after consultation with its outside legal counsel) that it is required by Applicable Law; provided that this Section 5.02(g) shall not be deemed to permit the Company Board to make a Change in Recommendation except to the extent permitted by Section 5.02(d)–(e); provided, further further, that nothing in this Section 5.02 shall prohibit the Company shall advise Parent orally from contacting and engaging in writing no later than 24 hours prior to a discussion with any Person or group or its respective Representatives who have made an Acquisition Proposal solely for the purpose of clarifying such release or waiver that Acquisition Proposal and the terms thereof provided the Company shall provide promptly provides BRF with a reasonably detailed summary of such release or waiverdiscussion. (c) For purposes of this Agreement:

Acquisition Proposals; Change in Recommendation. (a) Except as expressly permitted by Subject to the provisions of this Section 7.26.5, on Feather River will not, and after the date hereof, the Company and will cause its Subsidiaries shallnot to, and the Company shall use reasonable best efforts to cause its will instruct Feather River’s and its Subsidiaries’ respective officers, directors, officers, employees, controlled Affiliates, investment bankers, attorneys, accountants employees and other advisors or agents and representatives (including any investment banker, financial advisor, attorney, accountant or other representative retained by Feather River or any of its Subsidiaries) (all of the foregoing, collectively, “Representatives”) not to, (i) immediately cease and cause to be terminated initiate or solicit or Knowingly encourage any discussions or negotiations with any Persons that may be ongoing inquiries with respect to an to, or the making of, any Acquisition Proposal and (ii) until the Effective Time not (A) initiateor take any other action designed to facilitate or that could reasonably be expected to result in, solicit any inquiries or knowingly encourage or knowingly facilitate, directly or indirectly, the making of any proposal or offer that constitutes, an Acquisition Proposal, (B) engage in, continue or otherwise participate in any discussions or negotiations regarding, or provide any non-public information or data could reasonably be expected to any Person relating to, lead to any Acquisition Proposal or inquiry (ii) except as permitted in Section 6.5(b) below, (A) initiate or engage in negotiations or discussions with or provide any information or data to, any Person relating to an Acquisition Proposal or that may could reasonably be expected to lead to any Acquisition Proposal, (B) approve, endorse or recommend, or propose publicly to approve, endorse or recommend, any Acquisition Proposal or (C) approve, recommend, execute or enter into any agreementletter of intent, agreement in principle, letter of intentmerger agreement, confidentiality asset purchase agreement, share exchange agreement, option agreement, acquisition agreement or other understanding or arrangement with respect similar agreement relating to any Acquisition Proposal (other than any a confidentiality agreement contemplated by Section 7.2(b6.5(b)), (D) otherwise knowingly facilitate or knowingly encourage any effort or attempt to make an Acquisition Proposal or (E) publicly propose to do any of the foregoing. Promptly (but in any event within two (2) business days) after the date hereof, the Company Feather River shall, and shall cause direct each of its Subsidiaries Representatives to, immediately cease any solicitations, discussions or negotiations with any Person (other than Plumas) conducted heretofore with respect to any Acquisition Proposal and shall use its reasonable best efforts to cause its and their respective Representatives to promptly request the prompt return or destruction of all confidential information previously furnished in connection therewith and immediately terminate all physical and electronic dataroom access previously granted to any such Person or its Representatives (other than any Person with whom the Company is in negotiations or discussions with respect to an Acquisition Proposal in accordance with Section 7.2(b)). For the avoidance of doubt, the Company shall not be permitted to reimburse or agree to reimburse the expenses of any other person (or group of persons) who makes an Acquisition Proposalrelated thereto. (b) Notwithstanding anything to the contrary contained in this Agreement, at any time from the date hereof and prior to, but not after, the time to obtaining the Requisite Company Vote is obtained, if the Company receives a written unsolicited Acquisition Proposal from any Person then (A) the Company and its Representatives may provide information in response to a request therefor by such Person if the Company receives from such Person (or has received from such Person), prior to providing such information, an executed confidentiality agreement on terms that are no less favorableShareholder Approval, in the aggregateevent that Feather River receives a bona fide Acquisition Proposal that is not solicited or received in violation of this Section 6.5, to the Company than those contained in the Company Confidentiality Agreement (Feather River and the Company shall have provided written notice to Parent of the execution and delivery of such a confidentiality agreement); provided that such confidentiality agreement shall not be required to contain a standstill provision; provided, further, that the Company shall promptly (but in any event within twenty-four (24) hours) make available to Parent and Merger Sub any material non-public information concerning the Company or its Subsidiaries that is provided to any Person given such access which was not previously made available to Parent or Merger Sub, (B) the Company and its Representatives Feather River Board may engage or participate in discussions or negotiations with with, or furnish any information to, any Person making such Person Acquisition Proposal and (C) after having complied in all respects with Section 7.2(d), its agents and representatives or potential sources of financing if the Company and the Company Board may adopt, approve or recommend or propose to adopt, approve or recommend (publicly or otherwise) such an Acquisition Proposal, if and only if (y) in each such case referred to in clause (A) or (B) above, in the case of an Acquisition Proposal, prior to taking any action described in clause (A) or (B) the Company Feather River Board determines in good faith based on the information then available and faith, after consultation with its outside counsel and financial advisor and outside legal counsel advisor, that such Acquisition Proposal either constitutes Person is reasonably more likely than not to submit to Feather River a Superior Proposal or could reasonably be expected to result in a Superior Proposal (provided, that the Company may request clarifications of the terms and conditions of a written unsolicited Acquisition Proposal prior to such a determination so as to determine whether such Acquisition Proposal constitutes or could reasonably be expected to result in a Superior Proposal) and the Company shall have notified Parent of such determination and (z) in each such case referred to in clause (C) above, prior to taking any action described in clause (C), the Company Board determines in good faith (after consultation with its outside financial advisor and outside legal counsel) that failure to take such action would reasonably be reasonably likely expected to be inconsistent with the directors’ Feather River Board’s fiduciary duties under applicable Law duties, provided that Feather River provides 48 hours prior written notice of its decision to take such actions to Plumas and identifying the Person making the proposal and all the material terms and conditions of such proposal and compliance with this Section 6.5, and provided further, that Feather River first enters into a confidentiality agreement with such Person on terms that are substantially similar to the confidentiality provisions of the Confidentiality Agreement and that any nonpublic information concerning Feather River and its Subsidiaries provided to such Person, to the extent not previously provided to Plumas, is promptly provided to Plumas. (c) Feather River will promptly (and in any event within 24 hours) notify Plumas of any inquiries, proposals or offers with respect to an Acquisition Proposal received by Feather River, its Subsidiaries or its Representatives, which notice shall include the material terms of and identity of the Person(s) making such Acquisition Proposal. Feather River will keep Plumas informed, on a current basis, of the status and material terms and conditions of any such Acquisition Proposal is and of any material amendments or proposed material amendments thereto and will promptly notify Plumas of any determination by the Feather River Board that such Acquisition Proposal constitutes a Superior Proposal Proposal. (taking into account d) Neither Feather River nor the Feather River Board shall (i) endorse or recommend a Superior Proposal, (ii) modify or amend in a manner adverse to Plumas or withdraw its recommendation that the shareholders of Feather River vote in favor of the approval and adoption of this Agreement, the Merger and the transactions contemplated by this Agreement, or (iii) take any adjustment other action or revisions made by Parent make any other public statement in response connection with the Feather River Shareholder Meeting inconsistent with such recommendation ((i), (iii) or (iii) being referred to such Acquisition Proposalas a “Change in Recommendation”). The Company Notwithstanding the foregoing, Feather River and the Feather River Board shall not release or waive any “standstill” agreement be permitted to which it is effect a partyChange in Recommendation if and only to the extent that: (i) Feather River shall have complied in all respects with this Section 6.5 and Section 6.7; provided, that (ii) the Company may release or waive any “standstill” agreement to which it is a party if, prior to such release or waiver, the Company Feather River Board determines in good faith faith, after consultation with its financial advisor and based on the advice of its outside legal counsel counsel, that failure to take such action would be reasonably likely to be inconsistent with the directors’ Feather River Board’s fiduciary duties under applicable Law; providedduties, further and (iii) if the Feather River Board intends to effect a Change in Recommendation following an Acquisition Proposal, (A) the Feather River Board shall have concluded in good faith, after giving effect to all of the adjustments which may be offered by Plumas pursuant to clause (C) below, that such Acquisition Proposal constitutes a Superior Proposal, (B) Feather River shall notify Plumas, at least four (4) Business Days in advance, of its intention to effect a Change in Recommendation in response to such Superior Proposal (including the Company shall advise Parent orally identity of the Person making such Acquisition Proposal) and in writing no later than 24 hours furnish to Plumas a copy of the relevant proposed transaction agreements with the Person making such Superior Proposal and all other material documents, and (C) prior to effecting such a Change in Recommendation, Feather River shall, during the period following Feather River’s delivery of the notice referred to in clause (B) above, negotiate with Plumas in good faith for a period of up to four (4) Business Days (to the extent Plumas desires to negotiate) to make such adjustments in the terms and condition of this Agreement so that such Acquisition Proposal ceases to constitute a Superior Proposal. Notwithstanding anything to the contrary contained herein, Feather River shall not enter into an agreement providing for an Acquisition Proposal or submit to the vote of its shareholders any such release or waiver that Acquisition Proposal other than the Company shall provide such release or waiverMerger unless this Agreement has been terminated in accordance with its terms. (ce) For purposes Feather River agrees that any violation of this Section 6.5 by any Subsidiary or any Affiliate or Representative of Feather River or any of its Subsidiaries shall be deemed a breach of this Section 6.5 by Feather River. Feather River acknowledges that this Section 6.5 is a significant inducement for Plumas to enter into this Agreement and the absence of such provision would have resulted in either (i) a material reduction in the consideration to be paid to shareholders of Feather River in the Merger, or (ii) a failure to induce Plumas to enter into this Agreement:. (f) Nothing contained herein shall relieve, alter or suspend the responsibilities and obligations of the Persons signing Support Agreements under such agreements, and none of such Persons shall be entitled to vote their shares of Feather River Common Stock in favor of any Superior Proposal.

Acquisition Proposals; Change in Recommendation. (a) Except as expressly permitted by this Section 7.27.3, on and after following the date hereofexecution of this Agreement, (i) the Company and its Subsidiaries shall, and the Company shall use reasonable best efforts to cause its and its Subsidiaries’ respective directors, officers, employees, controlled Affiliatesrepresentatives and other agents, including investment bankers, attorneys, accountants and other advisors or representatives (collectively, the “Representatives”) ), and its Subsidiaries to, (i) immediately cease and cause to be terminated any discussions or negotiations with any Persons Person that may be ongoing with respect to an Acquisition Proposal and (ii) until the Effective Time Company shall not, and the Company shall cause its Subsidiaries and the Representatives not (A) initiate, solicit or knowingly encourage or knowingly facilitateto, directly or indirectly, (A) encourage (including by way of furnishing or disclosing information), solicit or initiate the making of any proposal or offer that constitutes, an Acquisition Proposal, (B) engage in, continue or otherwise participate in any discussions or negotiations regardingwith, or provide furnish or disclose any non-public information or data to any Person relating to, any Acquisition Proposal Person (other than Parent or inquiry that may reasonably be expected to lead to any of its Subsidiaries) in connection with any Acquisition Proposal, (C) waive or provide any consent under any “standstill” or similar restrictions contained in any confidentiality or other agreements to which the Company or any Subsidiary of the Company is a party that restricts the making of any Acquisition Proposal (provided, that (I) Parent acknowledges that (x) the Company Board has determined to grant waivers of such “standstill” restrictions for each Person that is an active participant in the Company’s strategic alternatives review process as of the date of this Agreement to permit such Person to submit an Acquisition Proposal on a confidential basis to the Company Board and (y) such waivers so granted shall not be deemed to be the solicitation of an Acquisition Proposal by the Company, the Representatives or any Subsidiary of the Company, whether prior to, on or after the date of this Agreement, and (II) the Company Board may waive or provide a consent under any such “standstill” or similar restriction if the Company Board determines in good faith, after consultation with its outside legal counsel, that failing to grant such waiver or consent would be inconsistent with its fiduciary duties to the Company’s stockholders under applicable Laws, and any waiver or consent so granted shall not be deemed to be the solicitation of an Acquisition Proposal by the Company, the Representatives or any Subsidiary of the Company, whether prior to, on or after the date of this Agreement), or (D) enter into any agreement, agreement in principle, letter of intent, confidentiality memorandum of understanding, agreement in principle or other understanding merger, acquisition or arrangement with respect similar agreement contemplating or otherwise relating to any Acquisition Proposal (other than any a confidentiality agreement contemplated by referred to in Section 7.2(b7.3(b)) (each, a “Company Acquisition Agreement”), (D) otherwise knowingly facilitate or knowingly encourage any effort or attempt to make an Acquisition Proposal or (E) publicly propose to do any of the foregoing. Promptly (but in any event within two (2) business days) after the date hereof, the Company shall, and shall cause its Subsidiaries and shall use its reasonable best efforts to cause its and their respective Representatives to request the prompt return or destruction of all confidential information previously furnished in connection therewith and immediately terminate all physical and electronic dataroom access previously granted to any such Person or its Representatives (other than any Person with whom the Company is in negotiations or discussions with respect to an Acquisition Proposal in accordance with Section 7.2(b)). For the avoidance of doubt, the Company shall not be permitted to reimburse or agree to reimburse the expenses of any other person (or group of persons) who makes an Acquisition Proposal. (b) Notwithstanding anything to the contrary contained in this AgreementSection 7.3, at any time from the date hereof and prior to, but not after, the time the Requisite Company Vote is obtainedAcceptance Time, if the Company receives a written unsolicited Acquisition Proposal from any Person then (A) the Company and its the Representatives may provide information in response to a request therefor by such Person if the Company receives from such Person (or has received from such Person), prior to providing such information, an executed confidentiality agreement on terms that are no less favorable, in the aggregate, to the Company than those contained in the Company Confidentiality Agreement (and the Company shall have provided written notice to Parent of the execution and delivery of such a confidentiality agreement); provided that such confidentiality agreement shall not be required to contain a standstill provision; provided, further, that the Company shall promptly (but in any event within twenty-four (24) hours) make available to Parent and Merger Sub any material non-public information concerning the Company or its Subsidiaries that is provided to any Person given such access which was not previously made available to Parent or Merger Sub, (B) the Company and its Representatives may engage or participate in discussions or negotiations with with, or furnish or disclose nonpublic information to, any Person in response to an unsolicited, bona fide written Acquisition Proposal that is submitted to the Company by such Person after the date of this Agreement and (C) after having complied in all respects with Section 7.2(d), prior to the Company and the Company Board may adopt, approve or recommend or propose to adopt, approve or recommend (publicly or otherwise) such an Acquisition Proposal, if and only Acceptance Time if (y) in each such case referred to in clause (A) or (B) above, in the case of an Acquisition Proposal, prior to taking any action described in clause (A) or (Bi) the Company Board determines in good faith based on the information then available and faith, after consultation with its outside a nationally recognized financial advisor and the Company’s outside legal counsel that such Acquisition Proposal either constitutes a Superior Proposal or could reasonably be expected to result in a Superior Proposal (providedcounsel, that the Company may request clarifications of the terms and conditions of a written unsolicited Acquisition Proposal prior to such a determination so as to determine whether such Acquisition Proposal constitutes or could is reasonably be expected likely to result in lead to a Superior Proposal) and Proposal that was not solicited by the Company shall have notified and did not otherwise result from a breach of this Section 7.3, (ii) prior to participating in discussions or negotiations with, or furnishing or disclosing any nonpublic information to, such Person, the Company (A) receives from such Person an executed confidentiality agreement containing confidentially terms not materially less restrictive upon such Person than the terms applicable to Parent under the Confidentiality Agreement and (B) promptly gives Parent written notice of the identity of such determination Person and a copy of such Acquisition Proposal (or, where no such copy is available, a reasonably detailed description of such Acquisition Proposal), and (ziii) promptly after furnishing or disclosing any nonpublic information to such Person, the Company furnishes or discloses such information to Parent (to the extent such information has not been previously delivered or made available by the Company to Parent). The Company shall promptly (and, in each any event, within 24 hours after any amendment or modification of, or material development with respect to, any such case referred Acquisition Proposal, or at the reasonable request of Parent) notify Parent orally and in writing of the status of any such Acquisition Proposal, including any material developments, notifications, amendments or modifications thereto. (c) Except as permitted by this Section 7.3, neither the Company Board nor any committee thereof shall (i) withhold, withdraw, modify or qualify, or propose publicly to withhold, withdraw, modify or qualify, the Recommendation in any manner adverse to Parent, (ii) fail to include the Recommendation in the Schedule 14d-9, (iii) if a tender or exchange offer for shares of capital stock of the Company that constitutes an Acquisition Proposal is commenced, fail to recommend against acceptance of such tender or exchange offer by the stockholders of the Company (including by taking no position with respect to the acceptance of such tender or exchange offer by the stockholders of the Company) within 10 Business Days after commencement thereof pursuant to Rule 14d-2 under the Exchange Act or (iv) approve, authorize or recommend or otherwise declare advisable, or propose publicly to approve, authorize or recommend or otherwise declare advisable, any Acquisition Proposal or Company Acquisition Agreement (each, a “Change in Recommendation”). Notwithstanding anything to the contrary in this Section 7.3, at any time prior to, but not after, the Acceptance Time, the Company Board may (A) subject to Section 7.3(d), make a Change in Recommendation with respect to an Intervening Event if (I) the Company provides Parent with written notice indicating that the Company, acting in good faith, believes that an Intervening Event has occurred and is reasonably likely to lead the Company Board to make the determination set forth in clause (CII) aboveof this Section 7.3(c)(A) and, therefore, plans to conduct a meeting of the Company Board for the purpose of considering whether to make such determination, which notice shall be delivered to Parent at least three Business Days prior to taking any action described in clause the date of such meeting of the Company Board and shall also include a description of the Intervening Event, and (C), II) the Company Board determines in good faith (faith, after consultation with its outside financial advisor and outside legal counsel) , that failure failing to take such action would be reasonably likely make a Change in Recommendation in response to be inconsistent with the directors’ fiduciary duties under applicable Law and such Acquisition Proposal is a Superior Proposal Intervening Event (after taking into account any adjustment or revisions made amendments to this Agreement proposed by Parent pursuant to Section 7.3(d)) would be inconsistent with its fiduciary duties to the Company’s stockholders under applicable Laws or (B) subject to Section 7.3(d), make a Change in response Recommendation with respect to an Acquisition Proposal if (I) the Company provides Parent with written notice indicating that the Company, acting in good faith, believes that the applicable Acquisition Proposal constitutes a Superior Proposal and, therefore, plans to conduct a meeting of the Company Board for the purpose of considering whether the Acquisition Proposal constitutes a Superior Proposal, which notice shall be delivered to Parent at least three Business Days prior to the date of such meeting of the Company Board and shall also include a copy of such Acquisition Proposal (or, where no such copy is available, a reasonably detailed description of such Acquisition Proposal). The ) and the identity of the Person making such Acquisition Proposal, (II) the Company shall not release or waive any “standstill” agreement to which it is a party; provided, Board makes the determination that the Company may release or waive Acquisition Proposal (after taking into account any “standstill” agreement amendments to which it is this Agreement proposed by Parent pursuant to Section 7.3(d)) constitutes a party ifSuperior Proposal, prior to such release or waiver, and (III) the Company Board determines in good faith faith, after consultation with its outside legal counsel counsel, that failure failing to take such action approve or recommend a definitive Company Acquisition Agreement with respect to the Acquisition Proposal would be reasonably likely to be inconsistent with the directors’ its fiduciary duties to the Company’s stockholders under applicable LawLaws. (d) During any three Business Day period specified in clause (A)(I) or clause (B)(I) of Section 7.3(c), Parent shall be entitled to deliver to the Company one or more written proposals for amendments to this Agreement and, if requested by Parent, the Company shall negotiate with Parent in good faith with respect thereto until the expiration of such three Business Day period. The Company Board shall not effect a Change in Recommendation pursuant to clause (A) or clause (B) of Section 7.3(c) unless the Company Board determines in good faith, after consultation with its outside legal counsel, taking into account all amendments to this Agreement proposed by Parent pursuant to this Section 7.3(d), that the failure of the Company Board to effect a Change in Recommendation would still be inconsistent with its fiduciary duties to the Company’s stockholders under applicable Laws. Any material change to the facts and circumstances relating to an Intervening Event, or any material amendment of an Acquisition Proposal, including any revision to price, shall require the Company to deliver to Parent a new written notice and again comply with the provisions of clause (A) or clause (B), as applicable, of Section 7.3(c) and this Section 7.3(d). (e) Nothing contained in this Section 7.3 shall prohibit the Company Board, directly or indirectly through the Representatives, from taking and disclosing to the stockholders of the Company a position contemplated by Rule 14d-9 and Rule 14e-2(a) under the Exchange Act with respect to an Acquisition Proposal or from making any disclosure to the Company’s stockholders required by applicable Laws; provided, further that any disclosure permitted under this Section 7.3(e) (subject to the Company last sentence hereof) shall advise Parent orally be deemed a Change in Recommendation unless it includes either an express rejection of the Acquisition Proposal or an express reaffirmation of the Recommendation. For the avoidance of doubt, a “stop, look and listen” or similar communication of the type contemplated by Rule 14d-9(f) under the Exchange Act, an express rejection of any Acquisition Proposal or an express reaffirmation of the Recommendation shall not be deemed to be a Change in writing no later than 24 hours prior to any such release or waiver that the Company shall provide such release or waiverRecommendation for purposes of this Agreement. (cf) For purposes of this Agreement: