Common use of Acquisition Proposals Clause in Contracts

Acquisition Proposals. (a) The Company shall, and shall cause its Subsidiaries, and its and their officers, directors, employees, financial advisors, attorneys, accountants and other advisors, representatives and agents (collectively, “Representatives”) to, immediately cease and cause to be terminated immediately any activities, discussions or negotiations with any Persons that may be ongoing with respect to, or that could reasonably be expected to lead to, an Acquisition Proposal (defined below). The Company also agrees that it will promptly request each Person that has heretofore executed a confidentiality agreement in connection with its consideration of any Acquisition Proposal to return or destroy all confidential information heretofore furnished to such Person by or on behalf of it or any of its Subsidiaries, subject to the terms and conditions of such confidentiality agreements. As of the date hereof and prior to the Effective Time or earlier termination of this Agreement in accordance with Article VIII, the Company shall not, nor shall it permit any of its Subsidiaries to, nor shall it or its Subsidiaries authorize any of their respective Representatives to, and the Company and each Subsidiary shall use their respective reasonable best efforts to cause the Representatives not to, directly or indirectly, (i) initiate, solicit, encourage or take any other action to knowingly facilitate (including by way of furnishing information) any inquiries regarding, or the making of any proposal which constitutes, any Acquisition Proposal, (ii) enter into any agreement, arrangement or understanding related to any Acquisition Proposal or enter into any agreement, arrangement or understanding requiring it to abandon, terminate or fail to consummate the Merger or any other transaction contemplated by this Agreement, (iii) initiate or participate in any way in any negotiations or discussions regarding an Acquisition Proposal or any inquiry or proposal that constitutes, or could reasonably be expected to lead to, an Acquisition Proposal or (iv) amend or grant any waiver or release under any standstill or any similar agreement with respect to any class of the Company’s equity securities; provided, however, that, with respect to a bona fide, unsolicited written Acquisition Proposal made after the date hereof that does not result from a breach of this Section 6.3, at any time prior to obtaining the Company Stockholder Approval, the Company shall be entitled to (x) furnish information with respect to the Company and its Subsidiaries to the Person making such Acquisition Proposal (and its Representatives) pursuant to a customary confidentiality agreement containing provisions not less restrictive of such Person than those in the Confidentiality Agreement (defined in Section 9.7), provided that all such information has previously been provided to Parent or is provided to Parent prior to or substantially concurrent with the time it is provided to such Person, and (y) participate in discussions or negotiations with the Person making such Acquisition Proposal (and its Representatives) regarding such Acquisition Proposal, in each case commencing one business day after delivery of a written notice to Parent that it intends to furnish such information or enter into such discussions or negotiations (a “Determination Notice”), if (but only if) the Board of Directors of the Company has determined in good faith by the date on which the Determination Notice is given (A) after consultation with a financial advisor of nationally recognized reputation, that the Acquisition Proposal constitutes or would reasonably be expected to lead to a Superior Proposal (defined below) and (B) after consultation with outside legal counsel, that the failure to provide such information or enter into such discussions or negotiations would present a reasonably substantial risk of a breach of the fiduciary duties of the Company’s Board of Directors to the Company’s stockholders under applicable Law. Without limiting the foregoing, it is agreed that any violation of any provision or term in the preceding sentence by any Representative of the Company or any of its Subsidiaries shall be a breach of this Section 6.3(a) by the Company. The Company agrees that it will take the necessary steps to promptly inform the Representatives of the Company and its Subsidiaries of the obligations undertaken in this Section 6.3 and in the Confidentiality Agreement.

Acquisition Proposals. (a) The Company shall, and shall cause its the Company Subsidiaries and the Company’s and the Company Subsidiaries, and its and their officers, directors, employees, financial advisors, attorneys, accountants and other advisors, representatives and agents (collectively, “Representatives”) ’ respective Representatives to, immediately cease and cause to be terminated immediately terminate any activities, discussions or negotiations with any Persons that may be ongoing Person conducted heretofore with respect toto any Acquisition Proposal, and use commercially reasonable efforts to obtain the return from all such Persons or that could reasonably be expected cause the destruction of all copies of confidential information previously provided to lead tosuch parties by the Company, an Acquisition Proposal (defined below)the Company Subsidiaries or their respective Representatives. The Company also agrees that it will promptly request each Person that has heretofore executed a confidentiality agreement in connection with its consideration of any Acquisition Proposal to return or destroy all confidential information heretofore furnished to such Person by or on behalf of it or any of its Subsidiaries, subject to the terms and conditions of such confidentiality agreements. As of the date hereof and prior to the Effective Time or earlier termination of this Agreement in accordance with Article VIII, the Company shall not, nor shall it authorize or knowingly permit any Company Subsidiary or any of its Subsidiaries to, nor shall it or its Subsidiaries authorize any of their respective Representatives to, and the Company and each Subsidiary shall use their respective reasonable best efforts to cause the Representatives not to, directly or indirectly, except as expressly provided in this Section 6.4, (i) solicit, initiate, solicitinduce, encourage or take any other action to knowingly facilitate (including by way of furnishing information) any inquiries regarding, or the making of any proposal which constitutesAcquisition Proposal or any inquiry, any proposal, request for information or offer that would reasonably be expected to lead to an Acquisition ProposalProposal (an “Acquisition Inquiry”), (ii) other than with Gannett, Merger Sub or their respective Representatives, enter into, continue, have or otherwise participate in any discussions or negotiations regarding, or furnish to any Person any non-public information in connection with, any Acquisition Proposal or any Acquisition Inquiry, (iii) approve, accept, endorse or recommend any Acquisition Proposal or knowingly facilitate any effort or attempt to make or implement an Acquisition Proposal or Acquisition Inquiry, or (iv) enter into any Contract with respect to any of the actions described in clauses (i) through (iii) of this Section 6.4(a). (b) Notwithstanding the foregoing or any other provision of this Agreement or any Related Agreement to the contrary, if at any time after the date hereof and prior to the receipt of the Stockholder Approval, (i) the Company or any Company Subsidiary receives a bona fide, written Acquisition Proposal (other than as a result of a breach of this Section 6.4) and (ii) the Company Board has in good faith determined, (A) after consultation with its outside legal counsel and financial advisors, that such Acquisition Proposal is, or is reasonably likely to lead to, a Superior Proposal and such Acquisition Proposal has not been withdrawn, and (B) after consultation with its outside legal counsel, that the failure to take such action would be inconsistent with its fiduciary duties to the Company’s stockholders under applicable Law, then the Company may (x) furnish information with respect to the Company and the Company Subsidiaries to the Person making such Acquisition Proposal (and its Representatives) pursuant to an executed confidentiality agreement with such Person with confidentiality provisions no less favorable in the aggregate to the Company than those contained in the Nondisclosure Agreement then in effect, provided, that a copy of all such information not previously provided to Gannett (or its Representatives) shall be provided to Gannett prior to or contemporaneously with providing such Person with such information, and (y) engage in discussions and negotiations with respect to such Acquisition Proposal with the Person making such Acquisition Proposal and its Representatives. (c) The Company shall provide Gannett orally and in writing as promptly as reasonably practicable (and no later than twenty-four (24) hours after receipt and at least twenty-four (24) hours prior to furnishing information permitted under Section 6.4(b) to any Person making an Acquisition Proposal) of any Acquisition Proposal or Acquisition Inquiry, the material terms and conditions of any such Acquisition Proposal (including any changes thereto) or Acquisition Inquiry and the identity of the Person making any such Acquisition Proposal or Acquisition Inquiry and, if in writing, shall provide Gannett with a copy of such Acquisition Proposal or Acquisition Inquiry. The Company shall keep Gannett reasonably informed of the status (including any changes to the material terms and conditions thereof) of any such Acquisition Proposal or Acquisition Inquiry. The Company agrees that neither it nor any Company Subsidiary will enter any confidentiality agreement with any Person subsequent to the date of this Agreement that prohibits the Company from providing such information to Gannett. (d) The Company Board shall not, directly or indirectly, (i) (A) withdraw (or amend or modify in a manner adverse to Gannett) or publicly propose to withdraw (or amend or modify in a manner adverse to Gannett), the approval, adoption, recommendation or declaration of advisability of this Agreement or the Merger and the other transactions contemplated by this Agreement or (B) recommend, adopt or approve, or propose publicly to recommend, adopt or approve, any Acquisition Proposal (any action described in this clause (i) being referred to as an “Adverse Recommendation Change”) (it being understood that any such disclosure other than a “stop, look and listen” communication or similar communication of the type contemplated by Rule 14d-9(f) promulgated under the Exchange Act, shall constitute an Adverse Recommendation Change unless the Company Board expressly publicly reaffirms the recommendation of the Merger by the Company Board in such disclosure) or (ii) approve, adopt or recommend, or publicly propose to approve, adopt or recommend, or allow the Company or any Company Subsidiary to execute or enter into, any letter of intent, memorandum of understanding, agreement in principle, merger agreement, arrangement acquisition agreement, option agreement, joint venture agreement, partnership agreement or understanding related other similar Contract (other than a confidentiality agreement referred to in Section 6.4(b)) (A) constituting or that could reasonably be expected to lead to any Acquisition Proposal or enter into any agreement, arrangement or understanding (B) requiring it to abandon, terminate or fail to consummate the Merger or any other transaction contemplated by this Agreement; provided, that, in the case of this clause (iiiii), the Company shall not be prohibited from entering into any such Contract or document if, subject to compliance with the other provisions of this Section 6.4, it concurrently terminates this Agreement pursuant to Section 8.1(d)(ii) initiate or participate in any way in any negotiations or discussions regarding an Acquisition Proposal or any inquiry or proposal that constitutesand pays Gannett the Termination Fee. Notwithstanding anything to the contrary contained herein, or could reasonably be expected but subject to lead to, an Acquisition Proposal or (iv) amend or grant any waiver or release under any standstill or any similar agreement with respect to any class of the Company’s equity securities; provided, however, that, compliance with respect to a bona fide, unsolicited written Acquisition Proposal made after the date hereof that does not result from a breach other provisions of this Section 6.36.4, at any time prior to obtaining the Company Stockholder Approval, the Company shall be entitled Board may make an Adverse Recommendation Change related to an Acquisition Proposal or take an action described in clause (ii) of this Section 6.4 if (A) the Company Board has in good faith determined that, (x) furnish information after consultation with respect to the Company its outside legal counsel and its Subsidiaries to the Person making financial advisors, that such Acquisition Proposal (is and its Representatives) pursuant continues to be a customary confidentiality agreement containing provisions Superior Proposal and such Acquisition Proposal has not less restrictive of such Person than those in the Confidentiality Agreement (defined in Section 9.7), provided that all such information has previously been provided to Parent or is provided to Parent prior to or substantially concurrent with the time it is provided to such Personwithdrawn, and (y) participate in discussions or negotiations with the Person making such Acquisition Proposal (and its Representatives) regarding such Acquisition Proposal, in each case commencing one business day after delivery of a written notice to Parent that it intends to furnish such information or enter into such discussions or negotiations (a “Determination Notice”), if (but only if) the Board of Directors of the Company has determined in good faith by the date on which the Determination Notice is given (A) after consultation with a financial advisor of nationally recognized reputation, that the Acquisition Proposal constitutes or would reasonably be expected to lead to a Superior Proposal (defined below) and (B) after consultation with its outside legal counsel, that the failure to provide take such information or enter into such discussions or negotiations action would present a reasonably substantial risk of a breach of the be inconsistent with its fiduciary duties of the Company’s Board of Directors to the Company’s stockholders under applicable Law. Without limiting , (B) the foregoing, Company Board shall have first provided prior written notice to Gannett that it is prepared to make an Adverse Recommendation Change or accept a Superior Proposal (a “Superior Proposal Notice”), which Superior Proposal Notice shall contain a description of the material terms and conditions of such Superior Proposal and the identity of the Person making such Superior Proposal (it being understood and agreed that any violation the delivery of any provision or term such notice shall not, in and of itself, be deemed to be an Adverse Recommendation Change) and, if in writing, include a copy of such Proposal, and (C) Gannett does not make, within five (5) Business Days after receipt of the Superior Proposal Notice, a written proposal setting forth revised terms and conditions of this Agreement that would, in the preceding sentence by any Representative good faith judgment of the Company Board, after consultation with its outside legal counsel and its financial advisors, cause the offer previously constituting a Superior Proposal no longer to constitute a Superior Proposal (a “Superior Proposal Counternotice”). If Gannett has in good faith delivered a Superior Proposal Counternotice to the Company during the five (5) Business Day period after receipt of the Superior Proposal Notice, then the Company shall negotiate in good faith with Gannett for the three (3) Business Day period following the Company’s receipt of the Superior Proposal Counternotice regarding any such revisions to the terms and conditions of this Agreement set forth in such Superior Proposal Counternotice. Any material changes to the financial terms or any material change to other material terms of such Superior Proposal occurring prior to the making of an Adverse Recommendation Change pursuant to this Section 6.4(d) by the Company Board or the Company terminating this Agreement pursuant to Section 8.1(d) shall require the Company to deliver to Gannett a new Superior Proposal Notice, give Gannett a new five (5) Business Day period following receipt of such Superior Proposal Notice for Gannett to deliver a Superior Proposal Counternotice, and give the parties a new three (3) Business Day negotiating window if Gannett delivers the Company a Superior Proposal Counternotice during such period. (e) The Company agrees not to release any Person from, or to amend or waive any provision of, any confidentiality, standstill or similar Contract to which the Company is or becomes a party in connection with an Acquisition Proposal or Acquisition Inquiry, unless the Company Board has in good faith determined, (i) after consultation with its outside counsel and financial advisors, that the offer or proposal to which such Contract relates is, or is reasonably likely to lead to, a Superior Proposal, and (ii) after consultation with its outside legal counsel, that the failure to take such action would be inconsistent with its fiduciary duties to the Company’s stockholders under applicable Law. (f) The Company shall ensure that its Representatives and the Representatives of the Company Subsidiaries shall be are aware of the provisions of this Section 6.4, and the Company acknowledges and agrees that any action taken by or at the direction of any Company director or officer that, if taken by the Company, would constitute a breach of this Section 6.3(a) 6.4, will be deemed to constitute a breach of this Section 6.4 by the Company. The Company agrees that it will take the necessary steps to promptly inform the Representatives of the Company and its Subsidiaries of the obligations undertaken in this Section 6.3 and in the Confidentiality Agreement.

Acquisition Proposals. (a) The Company shallFrom and after the date hereof until the Termination Date, except as expressly contemplated pursuant to this Agreement, each Stockholder shall not, and shall cause its Subsidiaries, directors and its and their officers, directors, employees, financial advisors, attorneys, accountants and other advisors, representatives and agents (collectively, “Representatives”) to, immediately cease and cause to be terminated immediately any activities, discussions or negotiations with any Persons that may be ongoing with respect to, or that could reasonably be expected to lead to, an Acquisition Proposal (defined below). The Company also agrees that it will promptly request each Person that has heretofore executed a confidentiality agreement in connection with its consideration of any Acquisition Proposal to return or destroy all confidential information heretofore furnished to such Person by or on behalf of it or any of its Subsidiaries, subject to the terms and conditions of such confidentiality agreements. As of the date hereof and prior to the Effective Time or earlier termination of this Agreement in accordance with Article VIII, the Company shall not, nor shall it permit any of its Subsidiaries to, nor shall it or its Subsidiaries authorize any of their respective Representatives officers not to, and the Company will instruct and each Subsidiary shall use their respective reasonable best efforts to cause the each of its Representatives not to, directly or indirectly, (i) solicit, initiate, solicitpropose or knowingly induce the making, encourage submission or take any other action to knowingly facilitate (including by way of furnishing information) any inquiries regardingannouncement of, or the making of knowingly encourage, facilitate or assist, any proposal which constitutes, any Acquisition Proposal, (ii) enter into any agreement, arrangement or understanding related to any Acquisition Proposal or enter into any agreement, arrangement or understanding requiring it to abandon, terminate or fail to consummate the Merger or any other transaction contemplated by this Agreement, (iii) initiate or participate in any way in any negotiations or discussions regarding an Acquisition Proposal or any inquiry or proposal offer that constitutes, constitutes or could reasonably be expected to lead to, an Acquisition Proposal or Proposal; (ivii) amend or grant furnish to any waiver or release under any standstill Person (other than Parent, Merger Sub or any similar agreement with respect to designees of Parent or Merger Sub) any class of the Company’s equity securities; provided, however, that, with respect to a bona fide, unsolicited written Acquisition Proposal made after the date hereof that does not result from a breach of this Section 6.3, at any time prior to obtaining the Company Stockholder Approval, the Company shall be entitled to (x) furnish non-public information with respect relating to the Company and or any of its Subsidiaries or afford to any Person access to the Person making business, properties, assets, books, records or personnel, of the Company or any of its Subsidiaries, in any such Acquisition Proposal (and its Representatives) pursuant to a customary confidentiality agreement containing provisions not less restrictive of such Person than those in the Confidentiality Agreement (defined in Section 9.7), provided that all such information has previously been provided to Parent or is provided to Parent prior to or substantially concurrent case with the time it is provided intent to such Personreasonably be expected to induce the making, and submission or announcement of, or to knowingly encourage or knowingly facilitate, an Acquisition Proposal; (yiii) participate or engage in discussions or negotiations with the any Person making such Acquisition Proposal (and its Representatives) regarding such with respect to an Acquisition Proposal, in each case commencing one business day after delivery of a written notice to Parent that it intends to furnish case, other than informing such information or enter into such discussions or negotiations (a “Determination Notice”), if (but only if) the Board of Directors Persons of the Company has determined existence of the provisions contained in good faith by this Section 4.1 and contacting the date on which Person making the Determination Notice is given (A) after consultation Acquisition Proposal solely in order to clarify the terms or conditions of the Acquisition Proposal in connection with a financial advisor of nationally recognized reputation, that determining whether the Acquisition Proposal constitutes or would reasonably be expected to lead to a Superior Proposal Proposal; (defined belowiv) and approve, endorse or recommend an Acquisition Proposal; or (Bv) after consultation with outside legal counsel, that the failure to provide such information or enter into such any Alternative Acquisition Agreement. Notwithstanding anything to the contrary set forth in this Agreement, each Stockholder may, directly or indirectly through one or more of its Representatives participate or engage in discussions or negotiations would present a reasonably substantial risk of a breach of the fiduciary duties of the Company’s Board of Directors with, furnish any non-public information relating to the Company’s stockholders under applicable Law. Without limiting Company or any of its Subsidiaries to, or afford access to the foregoingbusiness, it is agreed that any violation of any provision properties, assets, books, records or term in the preceding sentence by any Representative personnel, of the Company or any of its Subsidiaries shall be a breach pursuant to an Acceptable Confidentiality Agreement to any Person or such Person’s Representatives that has made, renewed or delivered to the Company an Acquisition Proposal after the date of this Section 6.3(aAgreement, contact such Person to clarify the terms or conditions thereof and otherwise facilitate such Acquisition Proposal or assist such Person (and such Person’s Representatives and financing sources) with such Acquisition Proposal if requested by such Person, in each case, with respect to an Acquisition Proposal that the Company. The Company agrees that it will take Board (acting under the necessary steps to promptly inform the Representatives direction of the Special Committee) has determined in good faith (after consultation with its financial advisors and outside legal counsel) either constitutes a Superior Proposal or is reasonably expected to lead to a Superior Proposal. (b) From and after the date hereof until the Termination Date, each Stockholder (solely in its capacity as a Company and Stockholder) shall as promptly as reasonably practicable (and, in any event, within forty-eight (48) hours) notify Parent if any Acquisition Proposal is received by such Stockholder or any of its Subsidiaries Representatives, but only to the extent the Company has not already provided such notice to Parent. Such notice must include (i) the identity of the obligations undertaken in this Section 6.3 Person or Group making such Acquisition Proposal; and in (ii) a summary of the Confidentiality Agreementmaterial terms and conditions of any such Acquisition Proposal. Thereafter, each Stockholder must keep Parent reasonably informed, on a prompt basis, of the status and material terms of any such Acquisition Proposal and the status of any related material discussions or negotiations.

Acquisition Proposals. (a) The Company shallUpon the Parties’ execution of this Agreement, Target shall and shall cause its SubsidiariesSubsidiaries to, and shall direct its and their its Subsidiaries’ directors, officers, directors, employees, financial advisorsagents, attorneys, accountants and other advisors, representatives and agents (collectively, “Representatives”) to, immediately cease and cause to be terminated immediately any activities, discussions or negotiations with any Persons that may be ongoing with respect to, or that could reasonably be expected Person other than Company and its Subsidiaries relating to lead to, an Acquisition Proposal Proposal. Without limiting the generality of the foregoing, Target shall withdraw and terminate access granted to any Person (defined below). The Company also agrees other than the Parties and their respective representatives) to any “data room” that it will promptly request each Person that has heretofore executed a confidentiality agreement was established in connection with its consideration of a potential business combination transaction involving Target. Target shall use commercially reasonable efforts to enforce any Acquisition Proposal existing confidentiality or standstill agreements to return or destroy all confidential information heretofore furnished to such Person by or on behalf of it which Target or any of its Subsidiaries, subject to Subsidiaries is a party in accordance with the terms and conditions of such confidentiality agreements. As of thereof. (b) From the date hereof and prior to of this Agreement until the earlier of the Effective Time or earlier and the termination of this Agreement in accordance with Article VIIIAgreement, the Company Target shall not, nor not and shall it permit any of cause its Subsidiaries to, nor shall it or its Subsidiaries authorize any of their respective Representatives not to, and the Company and each Subsidiary shall use their respective commercially reasonable best efforts to cause the Representatives its and its Subsidiaries’ directors, officers, employees, agents, and representatives not to, directly or indirectly, (i) solicit, initiate, solicitknowingly encourage, encourage or take any other action to knowingly facilitate (including by way of furnishing information) any inquiries regarding, or the making of any proposal which constitutes, any proposals with respect to an Acquisition Proposal, ; (ii) enter into provide non-public information or data regarding Target or any agreement, arrangement or understanding related of its Subsidiaries to any Person other than Company and its Subsidiaries relating to or in connection with an Acquisition Proposal; (iii) participate in discussions or negotiations pertaining to an Acquisition Proposal; (iv) approve, endorse, or recommend, or execute or enter into, an indication of interest, letter of intent, or other Contract relating to an Acquisition Proposal (other than a confidentiality or enter into any agreement, arrangement or understanding requiring it to abandon, terminate or fail to consummate the Merger or any other transaction nondisclosure agreement contemplated by this AgreementSection 7.1(b)); or (v) subject to Target’s rights under Section 7.7, (iii) initiate make or participate authorize any statement, recommendation, or solicitation in any way in any negotiations or discussions regarding support of an Acquisition Proposal or any inquiry or proposal that constitutes, or could reasonably be expected to lead to, an Acquisition Proposal or (iv) amend or grant any waiver or release under any standstill or any similar agreement with respect to any class of the Company’s equity securitiesProposal; provided, however, that, prior to the date the shareholders of Target approve this Agreement, if Target’s board of directors determines in good faith, after consultation with respect its financial advisor(s) and its outside legal counsel, that the failure to do so would constitute or result in, or would be reasonably likely to constitute or result in, a violation of its fiduciary duties under applicable Law, Target may, in response to a bona fide, unsolicited fide written Acquisition Proposal made after the date hereof that does not result from a breach solicited in violation of this Section 6.37.1 that Target’s board of directors determines in good faith constitutes or is reasonably likely to result in a Superior Proposal, at any time and subject to providing 48 hours prior written notice of its decision to obtaining take such action to Company and identifying to Company the Company Stockholder ApprovalPerson making the Superior Proposal and the material terms and conditions of such Superior Proposal and compliance with Section 7.1(c), the Company shall be entitled to (xA) furnish information with respect to the Company regarding Target and its Subsidiaries to the Person making such Acquisition Proposal (and its Representatives) pursuant to a customary confidentiality or nondisclosure agreement containing provisions terms not less restrictive of more favorable to such Person than those the terms contained in the Confidentiality Agreement (defined in Section 9.7), provided that all which confidentiality agreement shall not provide such information has previously been provided Person the exclusive right to Parent or is provided to Parent prior to or substantially concurrent negotiate with the time it is provided to such Person, Target Parties) and (yB) participate engage in discussions or and negotiations with the such Person making such Acquisition Proposal (and its Representatives) regarding such Acquisition Proposal. (c) In addition to the obligations of Target set forth above, Target shall, orally within 24 hours and in each case commencing one business day after delivery of a written notice to Parent that it intends to furnish such information or enter into such discussions or negotiations (a “Determination Notice”)writing within two calendar days, if (but only if) the Board of Directors advise Company of the Company has determined in good faith receipt by the date on Target or any of its Subsidiaries of an Acquisition Proposal, or any inquiry which the Determination Notice is given (A) after consultation with a financial advisor of nationally recognized reputation, that the Acquisition Proposal constitutes or would could reasonably be expected to lead to an Acquisition Proposal, and shall keep Company reasonably informed on a Superior Proposal current basis of the continuing status thereof, including the material terms and conditions thereof and any material changes thereto, and shall provide to Company copies of any material written materials received by Target or its Subsidiaries in connection therewith. Additionally, Target shall reasonably promptly provide or make available to Company copies of any materials provided or made available to any third party pursuant to this Section 7.1 which have not been previously provided or made available to Company. (defined belowd) Nothing contained in this Agreement shall prohibit Target or its board of directors from taking and (Bdisclosing a position required by, or otherwise complying with, Rule 14e-2 or Rule 14d-9 promulgated under the Exchange Act or Item 1012(a) after consultation with outside legal counselof Regulation M-A, or from making any disclosure required by applicable Law; provided, however, that compliance by Target or its board of directors with such rules, regulations, or applicable Law shall not in any way limit or modify the failure to provide such information or enter into such discussions or negotiations would present a reasonably substantial risk of a breach of the fiduciary duties of the Company’s Board of Directors to the Company’s stockholders under applicable Law. Without limiting the foregoing, it is agreed effect that any violation of action taken pursuant to such rules, regulations, or applicable Law has under any other provision or term in the preceding sentence by any Representative of the Company or any of its Subsidiaries shall be a breach of this Section 6.3(a) by the CompanyAgreement. The Company agrees that it will take the necessary steps to promptly inform the Representatives of the Company and its Subsidiaries of the obligations undertaken Further, nothing contained in this Section 6.3 and in 7.1 shall prevent Target or its board of directors from (i) taking any of the Confidentiality Agreementactions permitted by Section 7.7(b) or (ii) informing any Person who submits an unsolicited Acquisition Proposal of Target’s obligations under this Section 7.1.

Acquisition Proposals. (a) The Company From and after the date of this Agreement, SF shall, and shall cause its Subsidiaries, and its Subsidiaries and their respective directors, officers, directors, employees, financial advisors, attorneys, accountants employees and other advisors, representatives and agents (collectively, “"Representatives”") to, immediately (x) promptly cease and terminate (or cause to be terminated immediately terminated) any activities, discussions or negotiations with any Persons third party and its Affiliates and representatives that may be ongoing with respect to any Acquisition Proposal, (y) request any such third party to promptly return or destroy all confidential information furnished by or on behalf of SF and its Subsidiaries in accordance with the applicable confidentiality agreements and (z) terminate access by any third party and its Affiliates and representatives to any data room (virtual, online or otherwise) maintained by or on behalf of SF and its Subsidiaries. Except as expressly permitted by (and subject to) this Section 7.8, from and after the date of this Agreement until the termination of this Agreement in accordance with the provisions hereof, SF shall not, and shall cause its Subsidiaries and its and their respective directors, officers, legal counsel, and investment bankers not to, and shall not authorize or knowingly permit its other Representatives to, (A) initiate, solicit, knowingly facilitate or knowingly encourage the submission of any Acquisition Proposal, (B) engage in, continue or otherwise participate in any discussions or negotiations with respect thereto or that could reasonably be expected to lead to, an Acquisition Proposal (defined below). The Company also agrees that it will promptly request each Person that has heretofore executed a confidentiality agreement in connection with its consideration to the submission of any Acquisition Proposal (other than to return or destroy all confidential state that the terms of this provision prohibit such discussions), (C) provide any non-public information heretofore furnished to such any Person by or on behalf of it in connection with any Acquisition Proposal or any of its Subsidiariesproposal or offer that would reasonably be expected to lead to an Acquisition Proposal, subject or (D) otherwise knowingly facilitate any effort or attempt to the terms make an Acquisition Proposal. Except as expressly permitted by this Section 7.8, from and conditions of such confidentiality agreements. As of after the date hereof and prior to of this Agreement until the Effective Time or earlier termination of this Agreement in accordance with Article VIIIprovisions contained herein, neither the Company Seller Board nor any committee thereof shall not, nor shall it permit any of its Subsidiaries to, nor shall it or its Subsidiaries authorize any of their respective Representatives to, and the Company and each Subsidiary shall use their respective reasonable best efforts to cause the Representatives not to, directly or indirectly, (i) initiate, solicit, encourage approve or take any other action to knowingly facilitate (including by way of furnishing information) any inquiries regardingrecommend, or the making of any proposal which constitutespublicly propose to approve or recommend, any Acquisition Proposal or any offer or proposal that would reasonably be expected to lead to an Acquisition Proposal, (ii) withdraw, change or qualify, in a manner adverse to Buyer, the Seller Board Recommendation, (iii) approve or cause SF to enter into any asset sale agreement, arrangement letter of intent or understanding related other similar agreement relating to any Acquisition Proposal or enter into any agreement, arrangement or understanding requiring it to abandon, terminate or fail to consummate the Merger or any other transaction contemplated by this Agreement, (iii) initiate or participate in any way in any negotiations or discussions regarding an Acquisition Proposal or any inquiry or proposal that constitutes, or could would reasonably be expected to lead to, to an Acquisition Proposal or Proposal, (iv) amend fail to include the Seller Board Recommendation in the Proxy Statement, (v) make any recommendation or grant public statement in connection with a tender offer or exchange offer for the equity securities of SF other than a recommendation against such offer (other than the issuance by the SF or the Seller Board of a "stop, look and listen" statement pursuant to Section 7.8(f)) or (vi) resolve or agree to do any waiver or release under of the foregoing (any standstill or action set forth in the foregoing clauses (i) - (v) of this sentence, a "Change of Board Recommendation"). (b) Notwithstanding anything to the contrary contained in Section 7.8(a), if at any similar agreement time following the date of this Agreement and prior to the receipt of the Seller Stockholder Approval (i) SF has received a bona fide written Acquisition Proposal from a third party, (ii) SF has not breached this Section 7.8 in any material respect with respect to any class of the Company’s equity securities; provided, however, that, with respect to a bona fide, unsolicited written Acquisition Proposal made after the date hereof that does not result from a breach of this Section 6.3, at any time prior to obtaining the Company Stockholder Approval, the Company shall be entitled to (x) furnish information with respect to the Company and its Subsidiaries to the Person making such Acquisition Proposal (and its Representatives) pursuant to a customary confidentiality agreement containing provisions not less restrictive of such Person than those in the Confidentiality Agreement (defined in Section 9.7), provided that all such information has previously been provided to Parent or is provided to Parent prior to or substantially concurrent with the time it is provided to such Person, and (y) participate in discussions or negotiations with the Person making such Acquisition Proposal (and its Representatives) regarding such Acquisition Proposal, in each case commencing one business day after delivery of a written notice to Parent that it intends to furnish such information or enter into such discussions or negotiations (a “Determination Notice”), if (but only ifiii) the Seller Board of Directors of the Company has determined determines in good faith by the date on which the Determination Notice is given (A) faith, after consultation with a its financial advisor of nationally recognized reputationadvisors and outside counsel, based on information then available, that the such Acquisition Proposal constitutes or would reasonably be expected to lead to a Superior Proposal Proposal, then SF may (defined belowA) furnish information with respect to SF and its Subsidiaries to the third party making such Acquisition Proposal, its representatives and potential sources of financing pursuant to (but only pursuant to) one or more confidentiality agreements and (B) participate in discussions or negotiations with the third party making such Acquisition Proposal regarding such Acquisition Proposal; provided, however, that any information concerning SF or its Subsidiaries to be provided or made available to any third party shall, to the extent not previously provided or made available to Buyer, be provided or made available to Buyer concurrently with or prior to such time as it is provided or made available to such third party. (c) SF shall promptly (and in any event within forty-eight hours) notify Buyer in the event that SF receives any Acquisition Proposal. SF shall notify Buyer promptly (and in any event within forty-eight hours) of the identity of such Person and provide to Buyer a copy of such Acquisition Proposal (or, where no such copy is available, a reasonable description of such Acquisition Proposal). Without limiting the foregoing, SF shall promptly (and in any event within forty-eight hours after such determination) advise Buyer if SF determines to begin providing information or to engage in discussions or negotiations concerning an Acquisition Proposal and thereafter shall keep Buyer reasonably informed, on a current basis (and, in any event, within twenty-four (24) hours of Buyer's reasonable request), of the status and material terms of any such proposals (including any amendment thereto) and any material changes to the status of any such discussions or negotiations. (d) Notwithstanding anything to the contrary contained in Section 7.8(a), if SF has received a bona fide written Acquisition Proposal that the Seller Board determines in good faith, after consultation with its financial advisors and outside counsel, constitutes a Superior Proposal, the Seller Board may at any time prior to the receipt of the Seller Stockholder Approval, (i) effect a Change of Board Recommendation with respect to such Superior Proposal and/or (ii) terminate this Agreement pursuant to Article XI, in either case if the Seller Board determines in good faith that the failure to take such action would be inconsistent with its fiduciary duties to the stockholders of SF and subject to the requirements of this Section 7.8(d), SF shall not be entitled to effect a Change of Board Recommendation pursuant to this Section 7.8(d) or terminate this Agreement pursuant to Article XI unless SF shall have provided to Buyer at least four Business Days' prior written notice (the "Notice Period") of SF's intention to take such action, which notice shall include a copy of such Superior Proposal and all related documentation (including the definitive transaction agreement (and related schedules and exhibits) to be entered into in respect of such Superior Proposal and, if applicable, financing documentation), and: (i) during the Notice Period, if requested by Buyer, SF shall have, and shall have caused its legal and financial advisors to have, engaged in good faith negotiations with Buyer regarding any amendment to this Agreement proposed in writing by Bxxxx and intended to cause the relevant Acquisition Proposal to no longer constitute a Superior Proposal; and (ii) the Seller Board shall have considered in good faith any adjustments and/or proposed amendments to this Agreement (including a change to the price terms hereof) and the other agreements contemplated hereby that may be irrevocably offered in writing by Bxxxx (the "Proposed Changed Terms") no later than 11:59 p.m., CST, on the last day of the Notice Period and shall have determined in good faith, after consultation with its financial advisors and outside counsel, that the Superior Proposal would continue to constitute a Superior Proposal and that the failure to take such action would continue to be inconsistent with its fiduciary duties to the stockholders of SF if such Proposed Changed Terms were to be given effect. In the event of any material revisions to such Superior Proposal offered in writing by the party making such Superior Proposal (including any change in purchase price), SF shall be required to deliver a new written notice to Buyer and to again comply with the requirements of this Section 7.8(d) with respect to such new written notice, except that the Notice Period shall be two Business Days with respect to any such new written notice. (e) Nothing contained in this Section 7.8 shall prohibit the Seller Board from (i) disclosing to the stockholders of SF a position contemplated by Rule 14e-2(a), Rule 14d-9 and Item 1012(a) of Regulation M-A promulgated under the Exchange Act; or (ii) making any disclosure to the stockholders of SF if the Seller Board determines in good faith, after consultation with outside legal counsel, that the failure to provide make such information disclosure would be reasonably likely to be inconsistent with its fiduciary duties or enter into violate applicable Law; provided, however, SF may only make any such discussions disclosure that constitutes a Change of Board Recommendation in compliance with Section 7.8(d), as the case may be. The issuance by SF or negotiations would present a reasonably substantial risk the Seller Board of a breach of the fiduciary duties of the Company’s Board of Directors to the Company’s stockholders under applicable Law. Without limiting the foregoing"stop, it is agreed that any violation of any provision or term in the preceding sentence by any Representative of the Company or any look and listen" statement pending disclosure of its Subsidiaries position, as contemplated by Rules 14d-9 and 14e-2(a) promulgated under the Exchange Act, shall be not constitute a breach Change of Board Recommendation. (f) For purposes of this Section 6.3(a) by the Company. The Company agrees that it will take the necessary steps to promptly inform the Representatives of the Company and its Subsidiaries of the obligations undertaken in this Section 6.3 and in the Confidentiality Agreement.:

Acquisition Proposals. (a) The From and after the date of this Agreement, the Company shallwill, and shall will cause its Subsidiaries, each Company Subsidiary and its the Representatives of the Company and their officers, directors, employees, financial advisors, attorneys, accountants and other advisors, representatives and agents (collectively, “Representatives”) the Company Subsidiaries to, immediately cease and cause to be terminated immediately any existing activities, discussions or negotiations with any Persons that may be ongoing Person or its Representatives (other than Parent and Merger Sub and their Representatives) with respect toto any Acquisition Proposal, or any inquiry, proposal or offer that could would reasonably be expected to lead toto any Acquisition Proposal, an Acquisition Proposal (defined below). The Company also agrees that it and will promptly discontinue access of such Persons and their Representatives to any electronic data room or similar information-sharing platform and will request each Person that has heretofore executed a confidentiality agreement the prompt return or destruction of any confidential information previously furnished or made available to such Persons in connection with its consideration of any Acquisition Proposal to return or destroy all confidential information heretofore furnished to such Person by or on behalf of it or any of its Subsidiaries, subject to the terms and conditions of such confidentiality agreements. As of the date hereof and prior to the Effective Time or earlier termination of this Agreement therewith. (b) Except as expressly permitted in accordance with Article VIIISection 6.5(c) or Section 6.5(d), from and after the date of this Agreement, the Company shall will not, nor shall it and will cause each Company Subsidiary and will not authorize or knowingly permit any of its Subsidiaries to, nor shall it or its Subsidiaries authorize any of their respective Representatives to, and the Company and each Subsidiary shall use their respective reasonable best efforts to cause the Representatives not to, directly or indirectly, indirectly (i) initiate, solicit, facilitate or knowingly encourage or take any other action to knowingly facilitate (including by way of furnishing information) any inquiries regarding, or the making of any proposal which constitutes, any an Acquisition Proposal, (ii) enter into into, participate or engage in or continue any agreementdiscussions or negotiations regarding, arrangement or understanding related furnish to any Acquisition Proposal Person or enter into its Affiliates or Representatives any agreementinformation or data with respect to, arrangement or understanding requiring it to abandon, terminate otherwise cooperate with or fail to consummate the Merger or knowingly take any other transaction contemplated by this Agreementaction to facilitate any inquiry, (iii) initiate proposal or participate in any way in any negotiations offer that constitutes or discussions regarding an Acquisition Proposal or any inquiry or proposal that constitutes, or could would reasonably be expected to lead to an Acquisition Proposal, (iii) enter into any letter of intent, memorandum of understanding, agreement in principle, term sheet, merger agreement, acquisition agreement, option agreement or other Contract relating to, providing for or that would reasonably be expected to lead to an Acquisition Proposal or Proposal, (iv) amend take any action to make the provisions of any “fair price,” “moratorium,” “control share acquisition,” “business combination” or grant similar anti-takeover statute or regulation (including the approval of any waiver or release under any standstill Person becoming an “interested shareholder” pursuant to Section 203 of the DGCL), or any similar agreement with respect to restrictive provision of any class of applicable anti-takeover provision in the Company’s equity securities; providedConstituent Documents, howeverinapplicable to any transactions contemplated by an Acquisition Proposal, that(v) except as contemplated in Section 6.7, amend, modify or waive any provision of the Rights Plan or the Protective Provisions or cause or permit any of the rights issued pursuant to the Rights Plan to be redeemed, cancelled or terminated, (vi) amend, modify, waive or release any of the “standstill” restrictions in any confidentiality agreement or other Contract with respect any other Person (except that if the Board of Directors of the Company determines in good faith that the failure to so amend, modify, waive or release any such “standstill” restrictions would be inconsistent with its fiduciary duties, the Company may waive any such standstill provision in order to permit a third party to make and pursue an Acquisition Proposal), or (vi) resolve, propose or agree to do any of the foregoing. (c) Notwithstanding Section 6.5(b), at any time prior to, but not after, the receipt of the Stockholder Approval, the Company may, in response to an unsolicited bona fide, unsolicited fide written Acquisition Proposal made after the date hereof of this Agreement that does did not result from a breach of this Section 6.36.5, at any time prior to obtaining the Company Stockholder Approval, the Company shall be entitled to (x) furnish information with respect to the Company and its Subsidiaries data to the Person making such Acquisition Proposal (and its Representatives) Representatives pursuant to a customary confidentiality agreement containing provisions not less restrictive of such Person than those and in the accordance with an Acceptable Confidentiality Agreement (defined in Section 9.7), provided that all such information has previously been provided to Parent or is provided to Parent prior to or substantially concurrent with the time it is provided to such Person, and (y) participate and engage in discussions or negotiations with the Person making regarding such Acquisition Proposal (if and its Representatives) regarding such Acquisition Proposalonly if, in each case commencing one business day after delivery of a written notice to Parent that it intends to furnish such information or enter into such discussions or negotiations (a “Determination Notice”)case, if (but only if) the Board of Directors of the Company has determined in good faith by the date on which the Determination Notice is given (A) faith, after consultation with a its outside legal counsel and financial advisor advisors of nationally recognized reputation, that the such Acquisition Proposal constitutes or would could reasonably be expected to lead to a Superior Proposal. All information provided by the Company or any Company Subsidiary to any Person entering into an Acceptable Confidentiality Agreement pursuant to this Section 6.5(c) that has not been previously provided to Parent must be provided by the Company to Parent prior to or substantially concurrently with the time it is provided to such Person (but no later than 48 hours after it is provided to the third party). (d) Notwithstanding Section 6.3(b) but subject to Section 6.5(e), at any time prior to, but not after, receipt of the Stockholder Approval, if (i) an Intervening Event has occurred and is continuing or (ii) the Company has received an Acquisition Proposal (defined below) after date of this Agreement that has not been withdrawn or otherwise modified and (B) that did not result from a breach of this Section 6.5 that the Board of Directors of the Company has determined in good faith, after consultation with its outside legal counselcounsel and financial advisors of nationally recognized reputation, constitutes a Superior Proposal, then, in the case of the foregoing clause (i), the Board of Directors of the Company may effect a Change in Recommendation and, in the case of the foregoing clause (ii), the Board of Directors of the Company authorize the Company to take any action pursuant to Section 9.1(d)(ii), in each case, if and only if the Board of Directors of the Company has determined in good faith, after consultation with its outside legal counsel and financial advisors of nationally recognized reputation, that the failure to provide do so would be inconsistent with its fiduciary duties to the stockholders of the Company under Delaware Law. (e) Notwithstanding Section 6.5(d) and subject to Section 9.3(c), the Board of Directors of the Company may not effect a Change in Recommendation or authorize the Company to take any action pursuant to Section 9.1(d)(ii), unless (i) the Board of Directors of the Company has first provided at least five Business Days’ advance written notice to Parent that it is prepared to effect a Change in Recommendation, which notice will, in the case of the occurrence of an Intervening Event, include a written description in reasonable detail of such information Intervening Event and, in the case of a Superior Proposal, attach the most current version of the proposed agreement relating such Superior Proposal (including all schedules and exhibits thereto) or enter if there is no proposed agreement, a description in reasonable detail of the material terms and conditions of such Superior Proposal, including the identity of the Person making such Superior Proposal, (ii) during the applicable five Business Day period, if requested by Parent, the Company and its Representatives will have engaged (and the Company will have caused its Representatives and the Representatives of the Company Subsidiaries to have engaged) in good faith negotiations with Parent and will consider any binding proposal by Parent to amend this Agreement in a manner that obviates the need for a Change in Recommendation or termination of this Agreement pursuant to Section 9.1(d)(ii), as applicable, and (iii) Parent does not make, within five Business Days after the receipt of such notice, a binding proposal that the Board of Directors of the Company determines in good faith (taking into account any revisions to the terms of the transaction contemplated by this Agreement proposed by Parent as provided in this Section 6.5(e)), after consultation with its outside legal counsel and financial advisors of nationally recognized reputation, obviates the need for a Change in Recommendation or termination of this Agreement pursuant to Section 9.1(d)(ii), as applicable. If there is any material change in the facts or circumstances relating to the Intervening Event or to the terms and conditions of the Superior Proposal, or the Company receives a Superior Proposal from another Person, then the provisions of this Section 6.5(e) will also be applicable with respect to each Change in Recommendation relating to any such changed Intervening Event or amended or additional Superior Proposal. (f) Notwithstanding any Change in Recommendation, the Board of Directors of the Company will continue to comply with its obligations under Section 6.2 and Section 6.3 and will submit this Agreement to the stockholders of the Company for the purpose of obtaining the Stockholder Approval unless this Agreement has been terminated prior to the date of the Stockholders Meeting, or any adjournment or postponement thereof, in accordance with Article IX. (g) As promptly as practicable after the receipt by the Company of any Acquisition Proposal or any request to engage in discussions or negotiations would present with respect to an Acquisition Proposal, and in any case by within 48 hours after the receipt thereof, the Company will provide oral and written notice to Parent of such Acquisition Proposal or request, the identity of the Person making any such Acquisition Proposal or request and the material terms and conditions of such Acquisition Proposal or request, including a copy of any such written Acquisition Proposal (and any amendments or modifications thereto) or request, as applicable. The Company will keep Parent informed on a reasonably substantial risk of a breach prompt basis of the fiduciary duties status of any such Acquisition Proposal or request and any modifications thereto. (h) Nothing contained in Section 6.3(b) or this Section 6.5 will prohibit the Company’s Board of Directors Company from taking and disclosing to the Company’s stockholders a position contemplated by Rule 14d-9 or Rule 14e-2 under applicable Lawthe Exchange Act with respect to any Acquisition Proposal; provided that (i) any “stop, look and listen” or similar communication will not be prohibited, (ii) any statement of position pursuant to Rule 14d-9(f) under the Exchange Act, or any similar communication to the stockholders of the Company, will be deemed to be a Change in Recommendation if it meets the requirements set forth in Section 6.3(b), and (iii) neither the Company or the Board of Directors of the Company may effect a Change in Recommendation except in accordance with Section 6.5(e). (i) The Company will promptly inform its and the Company Subsidiaries’ respective Representatives of the restrictions set forth in this Section 6.5. Without limiting the foregoing, it is agreed that any Any breach or violation of the restrictions set forth in this Section 6.5 by any provision Company Subsidiary or term in the preceding sentence by any Representative of the Company or any of its Subsidiaries shall Company Subsidiary will be deemed to be a breach or violation of this Section 6.3(a) 6.5 by the Company. The Company agrees that it will take the necessary steps to promptly inform the Representatives of the Company and its Subsidiaries of the obligations undertaken in this Section 6.3 and in the Confidentiality Agreement.

Acquisition Proposals. (a) The Following the execution hereof, the Company shall, and shall cause its Subsidiaries, Subsidiaries and its and their officers, directors, employees, financial advisors, attorneys, accountants and other advisors, representatives and agents respective Representatives to (collectively, “Representatives”i) to, immediately cease and cause to be terminated immediately any activities, all existing discussions or negotiations with any Persons that may be ongoing Person conducted prior to the date hereof with respect toto any Acquisition Proposal or any proposal, inquiry or offer that could reasonably be expected to lead to, to an Acquisition Proposal Proposal, and (defined below)ii) request the prompt return or destruction of all confidential information previously furnished by it or on its behalf. The Company also agrees that it will promptly request each Person that has heretofore executed a shall not terminate, waive, amend, release or modify in any respect any provision of any confidentiality agreement in connection with its consideration of to which any Acquisition Proposal to return or destroy all confidential information heretofore furnished to such Person by or on behalf of it Acquired Company or any of its SubsidiariesAffiliates or Representatives is a party with respect to any Acquisition Proposal or any proposal, subject inquiry or offer that could reasonably be expected to lead to an Acquisition Proposal, and shall enforce, to the fullest extent permitted by applicable Law, the provisions of any such agreement, including obtaining injunctions to prevent any breaches of such agreements and to enforce specifically the terms and conditions of provisions thereof; provided, however, that the Company shall be entitled to waive any standstill provision included in any such confidentiality agreements. As agreement or any standstill provision contained in any standstill agreement to which any Acquired Company or any of its Affiliates or Representatives is a party with respect to any Acquisition Proposal or any proposal, inquiry or offer that could reasonably be expected to lead to an Acquisition Proposal. (b) From the date hereof and prior to until the Effective Time or earlier or, if earlier, the termination of this Agreement in accordance with Article VIIIVII, the Company shall not, nor and shall it permit any of cause its Subsidiaries to, nor shall it or its Subsidiaries authorize any of their respective Representatives not to, and the Company shall cause its and each Subsidiary shall use their respective reasonable best efforts to cause the Representatives directors, officers, employees, investment bankers, financial advisors, attorneys, accountants or other advisors, agents and representatives (collectively, “Representatives”) not to, directly or indirectly, (i) initiateentertain, solicit, initiate, or knowingly encourage or take any other action to knowingly induce or knowingly facilitate (including by way the making, submission or announcement of furnishing information) any inquiries regarding, or the making of any proposal which constitutes, any or offer constituting or that could reasonably be expected to lead to an Acquisition Proposal, (ii) enter into furnish any agreement, arrangement or understanding related nonpublic information regarding any of the Acquired Companies to any Acquisition Proposal Person (other than Parent and Parent’s or enter into any agreement, arrangement the Company’s Representatives acting in their capacity as such) in connection with or understanding requiring it in response to abandon, terminate or fail to consummate the Merger or any other transaction contemplated by this Agreement, (iii) initiate or participate in any way in any negotiations or discussions regarding an Acquisition Proposal or any proposal, inquiry or proposal offer that constitutes, or could reasonably be expected to lead toto an Acquisition Proposal, (iii) engage in discussions or negotiations with any Person with respect to any Acquisition Proposal or any proposal, inquiry or offer that could reasonably be expected to lead to an Acquisition Proposal (other than to state that they currently are not permitted to have discussions), (iv) approve, endorse or recommend any Acquisition Proposal or any proposal, inquiry or offer that could reasonably be expected to lead to an Acquisition Proposal, (v) make or authorize any public statement, recommendation or solicitation in support of any Acquisition Proposal or any proposal, inquiry or offer that could reasonably be expected to lead to an Acquisition Proposal or (ivvi) amend enter into any letter of intent or grant any waiver or release under any standstill agreement in principle or any similar agreement Contract providing for, relating to or in connection with respect to any class of the Company’s equity securities; provided, however, that, with respect to a bona fide, unsolicited written Acquisition Proposal made or any proposal, inquiry or offer that could reasonably be expected to lead to an Acquisition Proposal (other than an Acceptable Confidentiality Agreement in accordance with Section 5.3(c)). (c) Notwithstanding anything to the contrary in this Section 5.3, if at any time prior to obtaining the Company Shareholder Approval, (i) the Company receives, after the date hereof that does of this Agreement, an unsolicited bona fide written Acquisition Proposal, (ii) such Acquisition Proposal did not result from a breach of this Section 6.35.3 (unless such breach was immaterial), at (iii) the Company Board determines in good faith (after consultation with outside counsel and its financial advisor) that such Acquisition Proposal constitutes or would reasonably be expected to lead to a Superior Proposal and (iv) the Company Board determines in good faith (after consultation with outside counsel) that the failure to participate in discussions or negotiations or furnish such information, enter into any time agreement related to any Acquisition Proposal or accept any offer or proposal relating to an Acquisition Proposal would reasonably be expected to constitute or result in a breach of its fiduciary duties to the shareholders of the Company under applicable Law, then, prior to obtaining the Company Stockholder Shareholder Approval, the Company shall be entitled to may (x) furnish and make available information with respect to the Company and its Subsidiaries to the Person making such Acquisition Proposal (and its Representatives) pursuant to a customary confidentiality agreement containing provisions not less restrictive of an Acceptable Confidentiality Agreement; provided, that any non-public information provided or made available to any Person given such Person than those in the Confidentiality Agreement (defined in Section 9.7), access shall have been previously provided that all such information has previously been provided or made available to Parent or is shall be provided or made available to Parent prior to or substantially concurrent concurrently with the time it is provided or made available to such Person, and (y) participate in discussions or negotiations with the Person making such Acquisition Proposal (and its Representatives) regarding such Acquisition Proposal, . The Company shall promptly (and in each case commencing one business day after delivery of a written notice to any event within twenty-four (24) hours) advise Parent that it intends to furnish such information or enter into such discussions or negotiations (a “Determination Notice”), if (but only if) the Board of Directors in writing of the Company has determined in good faith by the date on which the Determination Notice is given (A) after consultation with a financial advisor receipt of nationally recognized reputation, that the any Acquisition Proposal constitutes or would any inquiry, proposal or offer that could reasonably be expected to lead to a Superior an Acquisition Proposal (defined belowincluding the identity of the Person making or submitting such Acquisition Proposal or inquiry, proposal or offer, and the terms and conditions thereof) that is made or submitted by any Person prior to the Effective Time. The Company shall keep Parent informed, on a reasonably current basis, of the status of, and any financial or other changes in, any such Acquisition Proposal, inquiry, proposal or offer, including providing Parent copies of any material correspondence related thereto and proposed documents to effect such Acquisition Proposal. (d) Neither the Company Board nor any committee thereof shall (i) (A) directly or indirectly, fail to make, withhold, withdraw or qualify (or modify in a manner adverse to Parent) the Company Recommendation, the Company Determination or the approval of this Agreement or the Merger or resolve, agree or propose to take any such actions (each such action set forth in this Section 5.3(d)(i)(A) being referred to herein as an “Adverse Recommendation Change”) or (B) adopt, approve, recommend, endorse or otherwise declare advisable any Acquisition Proposal or resolve, agree or publicly propose to take any such actions, (ii) cause or permit the Company to enter into any letter of intent, memorandum of understanding, agreement in principle, acquisition agreement, merger agreement, option agreement, joint venture agreement, partnership agreement or other agreement related to an Acquisition Proposal (other than an Acceptable Confidentiality Agreement in accordance with Section 5.3(c)) (each, an “Alternative Acquisition Agreement”), (iii) take any action to make the provisions of any Takeover Laws or any restrictive provision of any applicable anti-takeover provision in the articles of incorporation or bylaws of the Company, inapplicable to any transactions contemplated by an Acquisition Proposal (including approving any transaction under Chapter 23B.19 of the WBCA), or (iv) resolve, agree or propose to take any such actions. (e) Notwithstanding Section 5.3(d), at any time prior to obtaining the Company Shareholder Approval, if the Company Board determines in good faith (after consultation with outside legal counsel, ) that the failure to provide such information do so would reasonably be expected to constitute or enter into such discussions or negotiations would present a reasonably substantial risk of result in a breach of the its fiduciary duties to the shareholders of the Company’s Board of Directors to the Company’s stockholders Company under applicable Law. Without limiting the foregoing, it is agreed that any violation of any provision or term in the preceding sentence by any Representative of then, prior to obtaining the Company Shareholder Approval, the Company Board may solely in response to a Superior Proposal received on or any of its Subsidiaries shall be after the date hereof that has not been withdrawn or abandoned and that did not result from a breach of this Agreement, make an Adverse Recommendation Change in order to cause the Company to terminate this Agreement pursuant to such Section 6.3(a7.1(d)(ii) by (including payment of the Company. The Company agrees Termination Fee, as defined in Section 7.3(c)(iii) hereof) and concurrently enter into a binding definitive agreement to effect such Superior Proposal, provided that it will take the necessary steps to promptly inform the Representatives of the Company and its Subsidiaries have (i) complied with Section 5.3(a)-(e) with respect to such Superior Proposal (except with respect to immaterial breaches of the obligations undertaken to deliver notices or other writings pursuant to Sections 5.3(c)), (ii) complied in all material respects with Sections 5.3(a)-(e) with respect to any other Superior Proposal and (iii) complied with Section 5.3(f) with respect to any Superior Proposal. Neither the Company Board nor any committee thereof shall make an Adverse Recommendation Change or terminate this Agreement pursuant to Section 7.1(d)(ii) or cause the Company to enter into a binding definitive agreement to effect such Superior Proposal unless the Company has first complied with the provisions of Section 5.3(f) and, after so complying, the Company Board determines in good faith (after consultation with outside counsel) that the failure to do so would reasonably be expected to constitute or result in a breach of its fiduciary duties to the shareholders of the Company under applicable Law and such Acquisition Proposal continues to constitute a Superior Proposal. (f) The Company Board shall not take any action set forth in Section 5.3(e) unless the Company has first (i) provided written notice to Parent (a “Notice of Recommendation Change”) advising Parent that the Company Board has determined that an Acquisition Proposal is a Superior Proposal, that the Company Board intends to make such Adverse Recommendation Change and to terminate this Agreement, specifying the financial and other material terms and conditions of such Superior Proposal, identifying the Person making such Superior Proposal and providing copies of any agreements intended to effect such Superior Proposal, and the Company Board, (ii) negotiated in good faith with Parent, and caused the Company and its Representatives to negotiate in good faith with Parent, during the five (5) Business Day period following Parent’s receipt of the Notice of Recommendation Change (the “Notice Period”), to enable Parent to make a binding counteroffer to amend the terms of this Agreement so that such Acquisition Proposal no longer constitutes a Superior Proposal, and (iii) after complying with clauses (i) and (ii), reaffirmed such determination in light of Parent’s binding counteroffer, if any; provided, however, that if during the Notice Period any revisions are made to an Acquisition Proposal and such revisions are material (it being understood and agreed that any change to consideration with respect to such proposal is material), the Company shall deliver a new Notice of Recommendation Change to Parent and shall comply with the requirements of this Section 5.3(f) with respect to such new Notice of Recommendation Change, except that the Notice Period shall be reduced to a two (2) Business Day period for purposes of this Section 5.3(f). (g) Nothing contained in this Section 6.3 5.3 shall prohibit the Company Board from taking and disclosing a position contemplated by Item 1012(a) of Regulation M-A, Rule 14e-2(a) under the Exchange Act or Rule 14d-9 under the Exchange Act or making any required disclosure to the shareholders of the Company if, in the Confidentiality good faith judgment of the Company Board, failure to so disclose would constitute a violation of applicable Law; provided, however, that any such disclosure (other than a “stop, look and listen” communication or similar communication of the type contemplated by Rule 14d-9(f) under the Exchange Act) shall be deemed to be an Adverse Recommendation Change unless the Company Board expressly reaffirms the Company Recommendation and rejects any Acquisition Proposal within three (3) Business Days after such stop, look and listen communication. (h) For purposes of this Agreement.:

Acquisition Proposals. (a) The Company shall, agrees that it shall not and shall cause its Subsidiaries, and its and their officers, directors, employees, financial advisors, attorneys, accountants and other advisors, representatives and agents (collectively, “Representatives”) to, immediately cease and cause to be terminated immediately any activities, discussions or negotiations with any Persons that may be ongoing with respect to, or that could reasonably be expected to lead to, an Acquisition Proposal (defined below). The Company also agrees that it will promptly request each Person that has heretofore executed a confidentiality agreement in connection with its consideration of any Acquisition Proposal to return or destroy all confidential information heretofore furnished to such Person by or on behalf of it or any of its Subsidiaries, subject to the terms and conditions of such confidentiality agreements. As of the date hereof and prior to the Effective Time or earlier termination of this Agreement in accordance with Article VIII, the Company shall not, nor shall it permit any of its Subsidiaries to, nor shall it or its Subsidiaries authorize any of their respective Representatives not to, and the Company and each Subsidiary shall use their respective its reasonable best efforts to cause the its and its Subsidiaries’ Representatives not to, directly or indirectly, (i) initiate, solicit, solicit or knowingly encourage or take any other action to knowingly facilitate (including by way of furnishing information) any inquiries regarding, or the making of any proposal which constitutes, or offer from a Third Party relating to any Acquisition Proposal, (ii) enter into or participate in any substantive discussion or negotiation with respect to, or provide any confidential information or data to any Person relating to, an Acquisition Proposal, (iii) enter into any merger agreement, arrangement letter of intent, agreement in principle, share purchase agreement, asset purchase agreement, share exchange agreement, option agreement or understanding related other similar Contract relating to any an Acquisition Proposal or enter into any agreement, arrangement Contract or understanding agreement in principle requiring it the Company to abandon, terminate or breach its obligations hereunder or fail to consummate the Merger transactions contemplated hereby, (iv) take any action to make the provisions of any “fair price,” “moratorium,” “control share acquisition,” “business combination” or other similar anti-takeover statute or regulation (including any transaction under, or a Third Party becoming an “interested shareholder” under, the PBCL), or any other transaction restrictive provision of any applicable anti-takeover provision in the Company’s articles of incorporation or bylaws, inapplicable to any transactions contemplated by an Acquisition Proposal (and, to the extent permitted thereunder, the Company shall promptly take all steps necessary to terminate any waiver that may have been heretofore granted, to any Person other than Parent or any of Parent’s Affiliates, under any such provisions) or (v) resolve, propose or agree to do any of the foregoing. The Company shall immediately cease and cause to be terminated any solicitation, discussion or negotiation with any Persons conducted prior to the execution of this AgreementAgreement by the Company, its Subsidiaries or any of the Company’s Representatives with respect to any Acquisition Proposal and shall promptly request the return or destruction of all confidential information provided by or on behalf of the Company or any of its Subsidiaries to such Person in connection with the consideration of any Acquisition Proposal to the extent that the Company is entitled to have such documents returned or destroyed. (b) Notwithstanding anything to the contrary contained in Section 6.4(a), if at any time following the date hereof and prior to the time on which the Company has received the Company Requisite Vote, (iiii) initiate or participate in any way in any negotiations or discussions regarding response to an unsolicited Acquisition Proposal or any inquiry or proposal that constitutes, or could reasonably be expected relating to lead to, an a potential Acquisition Proposal made or (iv) amend or grant any waiver or release under any standstill or any similar agreement with respect to any class received after the date of this Agreement from a Third Party whom the Company’s equity securities; providedBoard of Directors determines, howeverin good faith, thatis credible and is reasonably capable of making a Superior Proposal (an “Inquiry”), with respect to a bona fidein each case, unsolicited written Acquisition Proposal made after the date hereof that does under circumstances not result from involving a breach of this Section 6.3, at 6.4(a) in any time prior to obtaining the Company Stockholder Approvalmaterial respect, the Company shall be entitled to (x) may furnish information with respect to the Company and its Subsidiaries to the Person making such Acquisition Proposal (and its Representatives) pursuant to a customary confidentiality agreement containing provisions not less restrictive of such Person than those in the Confidentiality Agreement (defined in Section 9.7), provided that all such information has previously been provided to Parent or is provided to Parent prior to or substantially concurrent with the time it is provided to such Person, Inquiry and (yii) participate in discussions or negotiations with the Person making such Acquisition Proposal or Inquiry; provided that the Company (A) will not, and will not allow the Company’s Subsidiaries and the Company’s Representatives to, disclose any information to such Person without first entering into a confidentiality agreement with terms overall no less favorable to the Company than those contained in the Confidentiality Agreement and (B) will, subject to applicable Law, promptly provide to Parent any information concerning the Company or its Subsidiaries provided to such other Person which was not previously provided to Parent. (c) The Company shall promptly notify Parent in writing of any Acquisition Proposal or Inquiry (and in no event later than 24 hours following the Company’s, any of its Representatives) regarding Subsidiaries’ or any Representative’s receipt of the Acquisition Proposal or Inquiry), such notice to include the identity of the Person making such Acquisition ProposalProposal or Inquiry and a copy of such Acquisition Proposal or Inquiry, including draft agreements or term sheets submitted in connection therewith (or, where no such copy is available, a reasonably detailed description of such Acquisition Proposal or Inquiry), including any modifications thereto. The Company shall keep Parent reasonably informed on a reasonably current basis of the status of any material developments with respect to an Acquisition Proposal or Inquiry and shall provide Parent with copies of all written inquiries and correspondence with respect to such Acquisition Proposal or Inquiry no later than 24 hours following the receipt thereof. The Company shall not, and shall cause the Company’s Subsidiaries not to, enter into any Contract with any Person subsequent to the date of this Agreement, and neither the Company nor any of its Subsidiaries is party to any Contract, in each case commencing one business day case, that prohibits the Company from providing such information to Parent. The Company shall not, and shall cause the Company’s Subsidiaries not to, terminate, waive, amend or modify, or grant permission under, the standstill provisions of any agreement to which the Company or any of its Subsidiaries is a party which prohibits the counterparty from making, effecting, entering into, making or participating in any solicitation of proxies in respect of, seeking, proposing or otherwise acting alone or in concert with others, to influence the management or Board of the Directors of the Company with respect to, or advising, assisting, knowingly encouraging or acting as a financing source for, an Acquisition Proposal. The Company shall, and shall cause its Subsidiaries to, enforce the standstill provisions of any such agreement, and the Company shall, and shall cause its Subsidiaries to, immediately take all steps necessary to terminate any waiver that may have been heretofore granted, to any Person other than Parent or any of Parent’s Affiliates, under any such provisions except, in each case, if the Board of Directors concludes in good faith, after delivery consultation with outside counsel, that the failure to take such action could reasonably be determined to be inconsistent with its fiduciary duties under applicable Law. (d) Notwithstanding anything in this Agreement to the contrary, the Company’s Board of Directors may at any time prior to the time that the Company receives the Company Requisite Vote (i) effect a Change in the Company Recommendation in response to an Intervening Event if the Company’s Board of Directors concludes in good faith, after consultation with outside counsel, that the failure to take such action could reasonably be determined to be inconsistent with its fiduciary duties under applicable Law, (ii) effect a Change in the Company Recommendation in response to an Acquisition Proposal if the Company’s Board of Directors concludes in good faith, after consultation with outside counsel, that the failure to take such action could reasonably be determined to be inconsistent with its fiduciary duties under applicable Law, and/or (iii) if the Company receives an Acquisition Proposal which the Company’s Board of Directors concludes in good faith, after consultation with outside counsel and the Company’s financial advisors, constitutes a Superior Proposal, terminate this Agreement pursuant to Section 8.1(h) to enter into a definitive agreement with respect to such Superior Proposal (the “Alternative Acquisition Agreement”); provided, however, that (A) the Company shall have provided prior written notice to Parent that it intends at least five (5) Business Days in advance of its intention to furnish take any such information or enter into such discussions or negotiations action referred to in clause (a “Determination Notice”i), (ii) and (iii), (B) the Company has negotiated in good faith with Parent since the delivery of such notice to amend the terms of this Agreement so that the Superior Proposal would no longer constitute a Superior Proposal, and (C) the Acquisition Proposal remains a Superior Proposal. (e) Nothing contained in this Section 6.4 shall prohibit the Company’s Board of Directors from (i) taking and disclosing to the shareholders of the Company a position contemplated by Rule 14e-2(a) promulgated under the Exchange Act or making a statement contemplated by Item 1012(a) of Regulation M-A or Rule 14d-9 promulgated under the Exchange Act or (ii) making any disclosure to the Company’s shareholders if (but only if) the Board of Directors of the Company has determined in good faith by the date on which the Determination Notice is given (A) faith, after consultation with a financial advisor of nationally recognized reputation, that the Acquisition Proposal constitutes or would reasonably be expected to lead to a Superior Proposal (defined below) and (B) after consultation with its outside legal counsel, that the failure to provide make such information or enter into such discussions or negotiations would present a disclosure could reasonably substantial risk be determined to be inconsistent with applicable Law; provided, however, that any disclosure of a breach position contemplated by Rule 14e-2(a) or Rule 14d-9 promulgated under the Exchange Act other than a “stop, look and listen” or similar communication of the fiduciary duties type contemplated by Rule 14d-9(f) under the Exchange Act, an express rejection of any applicable Acquisition Proposal or an express reaffirmation of its recommendation to its shareholders in favor of the Company’s Board of Directors Merger shall be deemed to the Company’s stockholders under applicable Law. Without limiting the foregoing, it is agreed that any violation of any provision or term be a Change in the preceding sentence by any Representative of the Company or any of its Subsidiaries shall be a breach of this Section 6.3(a) by the Company. The Company agrees that it will take the necessary steps to promptly inform the Representatives of the Company and its Subsidiaries of the obligations undertaken in this Section 6.3 and in the Confidentiality AgreementRecommendation.

Acquisition Proposals. (a) The Company shallFrom the date hereof until the termination of this Agreement in accordance with Section 5.1 hereof, and each Stockholder (i) shall cause its Subsidiaries, and its and their officers, directors, employees, financial advisors, attorneys, accountants and other advisors, representatives and agents (collectively, “Representatives”) to, immediately cease and cause to be terminated immediately any terminate all soliciting activities, discussions and negotiations by or negotiations on behalf of such Stockholder with any Persons that may be ongoing with respect toPerson (other than the Company, Parent, Merger Sub or their respective Representatives) regarding any proposal, expression of interest, request for information, or other communication that could constitutes, or would reasonably be expected to lead to, an Acquisition Proposal Proposal; (defined below). The Company also agrees that it will promptly request each Person that has heretofore executed a confidentiality agreement in connection with its consideration of any Acquisition Proposal to return or destroy all confidential information heretofore furnished to such Person by or on behalf of it or any of its Subsidiaries, subject to the terms and conditions of such confidentiality agreements. As of the date hereof and prior to the Effective Time or earlier termination of this Agreement in accordance with Article VIII, the Company ii) shall not, nor and shall it permit any of cause its Subsidiaries to, nor shall it or its Subsidiaries authorize any of their respective Representatives to, and the Company and each Subsidiary shall use their respective reasonable best efforts to cause the Representatives not to, directly or indirectly, (iA) propose, make, submit or announce an Acquisition Proposal, (B) solicit, initiate, solicit, or knowingly encourage or take any other action to knowingly facilitate (including by way means of furnishing information) any information or responding to any communication), any inquiries regarding, or the making making, announcement or submission of any proposal which constitutes, any Acquisition Proposal, (ii) enter into any agreement, arrangement or understanding related to any Acquisition Proposal or enter into any agreement, arrangement or understanding requiring it to abandon, terminate or fail to consummate the Merger or any other transaction contemplated by this Agreement, (iii) initiate or participate in any way in any negotiations or discussions regarding an Acquisition Proposal or any inquiry or proposal offer that constitutes, or could would reasonably be expected to lead to, an any Acquisition Proposal Proposal, (C) enter into any agreement (whether binding, non-binding, conditional or (ivotherwise) amend or grant any waiver or release under any standstill or any similar agreement with respect to any class of the Company’s equity securities; provided, however, that, with respect to a bona fide, unsolicited written Acquisition Proposal made after the date hereof that does not result from a breach of this Section 6.3, at any time prior to obtaining the Company Stockholder Approval, the Company shall be entitled to (x) furnish information with respect to the Company and its Subsidiaries to the Person making such Acquisition Proposal (and its Representatives) pursuant to a customary confidentiality agreement containing provisions not less restrictive of such Person than those in the Confidentiality Agreement (defined in Section 9.7), provided that all such information has previously been provided to Parent or is provided to Parent prior to or substantially concurrent with the time it is provided to such Person, and (y) participate in discussions or negotiations with the Person making such Acquisition Proposal (and its Representatives) regarding such an Acquisition Proposal, (D) knowingly cooperate with, assist, or participate in each case commencing one business day after delivery any effort by, any Person (or any Representative of a written notice Person) that has made, is seeking to Parent that it intends to furnish such information or enter into such discussions or negotiations (a “Determination Notice”)make, if (but only if) the Board of Directors of has informed the Company or such Stockholder of any intention to make, or has determined in good faith by the date on which the Determination Notice is given (A) after consultation with a financial advisor of nationally recognized reputationpublicly announced an intention to make, any proposal that the Acquisition Proposal constitutes constitutes, or would reasonably be expected to lead to a Superior to, any Acquisition Proposal, or (E) otherwise knowingly facilitate an Acquisition Proposal; (iii) shall promptly (and in any case within one (1) business day) notify Parent or its Representatives in writing of such Stockholder’s receipt of any Acquisition Proposal (defined below) and (B) after consultation with outside legal counsel, that the failure to provide such information or enter into such any request for discussions or negotiations would present with respect to any Acquisition Proposal, and provide Parent with copies of all documents and other written communications received by such Stockholder setting forth the terms and conditions of such Acquisition Proposal, and (iv) shall keep Parent informed on a reasonably substantial risk of a breach prompt and current basis of the fiduciary duties status of any such Acquisition Proposal received by such Stockholder (including the Company’s Board content and status of Directors all material discussions and communications in respect thereof and any change or proposed change to the Company’s stockholders under applicable Law. Without limiting the foregoingterms thereof). (b) For purposes of this Section 3.3, it is agreed that any violation of any provision officer, director, employee, agent or term in the preceding sentence by any Representative advisor of the Company or any of its Subsidiaries shall (in each case, solely in their capacities as such) will be deemed not to be a breach Representative of any such Stockholder. For the avoidance of doubt, (i) nothing in this Section 6.3(a) by 3.3 shall affect in any way the Company. The Company agrees that it will take the necessary steps to promptly inform the Representatives obligations of any Person (including the Company and its Subsidiaries Representatives) under the Merger Agreement, and (ii) the Company is not a Representative of the obligations undertaken in this Section 6.3 and in the Confidentiality Agreementany Stockholder.

Acquisition Proposals. (a) The From the Agreement Date until the Effective Time, the Company shall, and shall cause its SubsidiariesSubsidiaries and each of their respective directors, and its and their officers, directors, employees, financial advisorsagents, attorneys, accountants accountants, investment bankers and other advisors, representatives and agents (collectively, “Representatives”) tothe "COMPANY REPRESENTATIVES"), to immediately cease and cause to be terminated immediately any activitiesall existing discussions, discussions negotiations or negotiations other action with any Persons that may be ongoing other Person conducted heretofore with respect to, or that could reasonably be expected to lead to, an Acquisition Proposal (defined below). The Company also agrees that it will promptly request each Person that has heretofore executed a confidentiality agreement in connection with its consideration of any Acquisition Proposal to return or destroy all confidential information heretofore furnished to such Person by or on behalf of it or any of its Subsidiaries, subject to Proposal. From the terms and conditions of such confidentiality agreements. As of the date hereof and prior to Agreement Date until the Effective Time or earlier termination of this Agreement in accordance with Article VIIITime, the Company shall not, nor and shall it permit any of cause its Subsidiaries to, nor shall it or its Subsidiaries authorize any and each of their respective Representatives to, and the Company and each Subsidiary shall use their respective reasonable best efforts to cause the Representatives not to, (i) solicit, initiate, facilitate or knowingly encourage, directly or indirectly, (i) initiate, solicit, encourage or take any other action to knowingly facilitate (including by way of furnishing information) any inquiries regarding, or the making or submission of any proposal which constitutes, any Acquisition Proposal, (ii) enter into any letter of intent, agreement, arrangement or understanding related with respect to any Acquisition Proposal, or agree to approve or endorse any Acquisition Proposal or enter into any agreement, arrangement or understanding requiring it that would require the Company to abandon, terminate or fail to consummate the Merger or any other transaction contemplated by this Agreement, (iii) initiate or participate in any way in any discussions or negotiations with, or discussions regarding an Acquisition Proposal furnish or disclose any inquiry information to, any Person (other than the Parent or the Merger Subsidiary) in furtherance of any proposal that constitutes, or could reasonably be expected to lead to, an any Acquisition Proposal Proposal, or (iv) amend facilitate or grant further in any waiver other manner any inquiries or release under the making or submission of any standstill proposal that constitutes, or could reasonably be expected to lead to, any Acquisition Proposal. Without limiting the foregoing, it is agreed that any violation of the foregoing restrictions by any Company Representative, whether or not such Person is purporting to act on behalf of the Company or any similar agreement with respect of its Subsidiaries, or otherwise, will be deemed to any class of the Company’s equity securities; provided, however, that, with respect to a bona fide, unsolicited written Acquisition Proposal made after the date hereof that does not result from be a breach of this Section 6.3SECTION 5.7(A) by the Company. (b) Notwithstanding the restrictions set forth in SECTION 5.7(A), if at any time prior to obtaining the Company Stockholder Stockholders Approval, the Company's Board of Directors receives a bona fide, unsolicited Acquisition Proposal (under circumstances in which there has not been a violation of SECTION 5.7(A)) and the Company's Board of Directors determines in good faith (after consulting with its financial advisor and outside legal counsel) that such Acquisition Proposal is, or is reasonably likely to result in, a Superior Proposal (as such term is defined in subsection (h) below) and that failure to take such action permitted under this paragraph would result in a breach of its fiduciary duties to the Company shall be entitled Stockholders under applicable Laws, the Company may (or permit the Company Representatives), subject to providing Parent with the information required pursuant to subsection (xc) below, (A) furnish information with respect to the Company and its Subsidiaries to the Person making such Acquisition Proposal (and its Representatives) pursuant to a customary confidentiality agreement containing provisions not less restrictive of such Person (including with respect to standstill provisions) on the other party than those in the Confidentiality Agreement confidentiality agreement between the Company and the Parent dated November 2, 2005 (defined in Section 9.7the "CONFIDENTIALITY AGREEMENT"), provided that all such information has previously been provided to Parent or is provided to Parent prior to or substantially concurrent with the time it is provided to such Person, and (yB) participate in discussions or negotiations with the Person making such Acquisition Proposal. (c) The Company shall as promptly as practical, and in any event within forty-eight (48) hours, notify Parent of any Acquisition Proposal or of any request for information or inquiry that could reasonably be expected to lead to an Acquisition Proposal, which notification shall include a copy of the applicable Acquisition Proposal or a reasonably detailed written summary thereof, request or inquiry (or, if oral, a written copy of statement setting forth in reasonable detail the terms and its Representatives) regarding conditions of such Acquisition Proposal, in each case commencing one business day after delivery request or inquiry), including the identity of the third party making such Acquisition Proposal, request or inquiry. The Company shall keep the Parent advised on a written notice to Parent that it intends to furnish such information or enter into such reasonably current basis of the status and content of any discussions or negotiations (a “Determination Notice”)involving any Acquisition Proposal, if (but only if) request or inquiry and shall promptly make available to the Parent any non-public information furnished to any third party in connection therewith that has not been previously provided to the Parent. The Company will notify the Parent in writing promptly after any determination by the Board of Directors of the Company has determined in good faith by the date on which the Determination Notice is given (A) after consultation with a financial advisor of nationally recognized reputation, that the an Acquisition Proposal constitutes is, or would reasonably be expected likely to result in or lead to to, a Superior Proposal Proposal. (defined belowd) and Neither the Company's Board of Directors nor any committee thereof will withdraw, modify or change, or propose publicly to withdraw, modify or change, in a manner adverse to the Parent, the Merger Subsidiary or the transactions contemplated by this Agreement, the Company Recommendation, unless prior to obtaining the Company Stockholders Approval, (BA) the Company's Board of Directors determines in good faith (after consultation with outside legal counsel, ) that the failure to provide take such information or enter into such discussions or negotiations action would present a reasonably substantial risk of be a breach of the its fiduciary duties to the Company Stockholders under applicable Laws, and (B) if such withdrawal, modification or public proposal is taken in response to a Superior Proposal, then unless the Company also first gives the Parent four (4) business days written notice of the material terms and provisions of such Superior Proposal, during which four (4) business day period the Company will and will cause the Company Representatives to negotiate in good faith with the Parent, so that the Parent may propose an amendment to this Agreement for the purpose of causing the Acquisition Proposal to no longer constitute a Superior Proposal. In the case of subclause (A) of the immediately preceding sentence, the Company may withdraw, modify or change its recommendation and shall give Parent prompt notification thereof. In the case of subclause (B) of the immediately preceding sentence, if at the end of such four (4) business day period, the Company’s 's Board of Directors continues to believe in good faith, after receiving the advice of its financial advisors and outside legal counsel, that the Acquisition Proposal continues to be a Superior Proposal, and the Company has concurrently satisfied its obligations pursuant to SECTIONS 7.3 and 7.4, then the Company may withdraw, modify or change the Company Recommendation by written notice to the Parent and terminate this Agreement pursuant to SECTION 7.1(C)(II). (e) Unless the Company’s stockholders under applicable Law's Board of Directors has previously withdrawn or modified, or is concurrently withdrawing or modifying, the Company Recommendation in accordance with this section, the Company's Board of Directors shall not recommend any Acquisition Proposal to the Company Stockholders. Without limiting Notwithstanding the foregoing, it is agreed that nothing contained in this Agreement shall prevent the Company's Board of Directors from complying with Rule 14e-2(a) and Rule 14d-9 promulgated under the Exchange Act with respect to any violation Acquisition Proposal or making any disclosure required by applicable Laws. (f) The Company shall not release nor permit the release of any Person from, or waive or permit the waiver of any provision of, and the Company shall use its reasonable efforts to enforce or term in the preceding sentence by cause to be enforced, any Representative confidentiality, "standstill" or similar agreement to which any of the Company or any of its Subsidiaries shall is a party, unless the Company's Board of Directors determines in good faith (after consultation with outside legal counsel) that the failure to take such action would be a breach of this Section 6.3(a) by its fiduciary duties to the Company Stockholders under applicable Laws; PROVIDED, HOWEVER, that the Company shall not release or permit the release from, or waiver or permit the waiver of any provision of any standstill or similar agreement the effect of which would be to permit such Person to effect a transaction without the approval of the Company. 's Board of Directors. (g) The Company agrees that it will take term "ACQUISITION PROPOSAL" means an inquiry, proposal, indication of interest or offer relating to any (i) acquisition or sale of (1) 20% or more of the necessary steps to promptly inform the Representatives consolidated assets of the Company and its Subsidiaries Subsidiaries, or (2) 20% or more (in number or voting power) of the obligations undertaken equity securities of the Company (or any of its Subsidiaries, as applicable), (ii) tender offer or exchange offer, as defined pursuant to the Exchange Act, that, if consummated, would result in any Person beneficially owning 20% or more (in number or voting power) of the equity securities of the Company (or a Company Subsidiary as applicable), or (iii) merger, consolidation, business combination, reorganization, recapitalization, liquidation, dissolution or other similar transaction involving the Company or any of its Subsidiaries, other than the transactions contemplated by this Section 6.3 Agreement or a merger involving only the Company and in the Confidentiality Agreementone or more of its wholly-owned Subsidiaries.

Acquisition Proposals. (a) The Company shallExcept with respect to this Agreement and the transactions contemplated by this Agreement, and Seller shall cause not, nor shall it authorize or permit any of its Subsidiaries, and its and their officers, directors, employees, financial advisors, attorneys, accountants and advisors or other advisors, representatives and agents (collectively, “Representatives”"REPRESENTATIVES") to, immediately cease and cause directly or indirectly, (a) solicit, initiate or encourage the submission of, or enter into any agreement or understanding with respect to be terminated immediately any activities, discussions Acquisition Proposal or (b) participate in or encourage any discussion or negotiations with regarding, or furnish to any Persons that may be ongoing person any non-public information with respect to, or take any other action to assist or facilitate any inquiries or the making of, any proposal that could constitutes, or may reasonably be expected to lead to, an Acquisition Proposal (defined below). The Company also agrees that it will promptly request each Person that has heretofore executed a confidentiality agreement in connection with its consideration of any Acquisition Proposal to return Proposal; provided, however, that the foregoing shall not prohibit the Board of Directors of Seller from furnishing information to, or destroy all confidential information heretofore furnished to such Person by entering into discussions or on behalf of it negotiations with, any person or any of its Subsidiariesentity that makes an unsolicited Acquisition Proposal, subject if, and to the terms and conditions of such confidentiality agreements. As of the date hereof and prior to the Effective Time or earlier termination of this Agreement in accordance with Article VIII, the Company shall not, nor shall it permit any of its Subsidiaries to, nor shall it or its Subsidiaries authorize any of their respective Representatives to, and the Company and each Subsidiary shall use their respective reasonable best efforts to cause the Representatives not to, directly or indirectlyextent that, (i) initiateprior to taking such action, solicit, encourage Seller receives from such person or take any other action entity an executed agreement in reasonably customary form relating to knowingly facilitate (including by way the confidentiality of furnishing information) any inquiries regarding, information to be provided to such person or the making of any proposal which constitutes, any Acquisition Proposal, entity and (ii) enter the Board of Directors of Seller, after taking into any agreementconsideration advice of outside legal counsel, arrangement or understanding related determines in good faith that such action is required for the Board of Directors of Seller to any Acquisition Proposal or enter into any agreementcomply with its fiduciary obligations under applicable Law, arrangement or understanding requiring it to abandon, terminate or fail to consummate the Merger or any other transaction contemplated by this Agreement, and (iii) initiate or participate the Board of Directors of Seller determines in good faith, following consultation with its independent financial advisor, that the Acquisition Proposal is reasonably likely to be a Superior Proposal. Seller shall provide immediate oral and written notice to Buyer of (a) the receipt of any way in any negotiations or discussions regarding an such Acquisition Proposal or any inquiry or proposal that constitutes, or which could reasonably be expected to lead toto any Acquisition Proposal, an (b) the material terms and conditions of such Acquisition Proposal or inquiry, (ivc) amend the identity of such person or grant entity making any waiver or release under any standstill or any similar agreement with respect to any class of the Company’s equity securities; provided, however, that, with respect to a bona fide, unsolicited written Acquisition Proposal made after the date hereof that does not result from a breach of this Section 6.3, at any time prior to obtaining the Company Stockholder Approval, the Company shall be entitled to (x) furnish information with respect to the Company and its Subsidiaries to the Person making such Acquisition Proposal (and its Representatives) pursuant to a customary confidentiality agreement containing provisions not less restrictive of such Person than those in the Confidentiality Agreement (defined in Section 9.7), provided that all such information has previously been provided to Parent or is provided to Parent prior to or substantially concurrent with the time it is provided to such Person, inquiry and (yd) participate in Seller's intention to furnish information to, or enter into discussions or negotiations with with, such person or entity. Seller shall continue to keep Buyer informed of the Person making status and details of such Acquisition Proposal (and its Representatives) regarding such Acquisition Proposal, in each case commencing one business day after delivery of a written notice to Parent that it intends to furnish such information or enter into such discussions or negotiations (a “Determination Notice”), if (but only if) the Board of Directors of the Company has determined in good faith by the date on which the Determination Notice is given (A) after consultation with a financial advisor of nationally recognized reputation, that the Acquisition Proposal constitutes or would reasonably be expected to lead to a Superior Proposal (defined below) and (B) after consultation with outside legal counsel, that the failure to provide such information or enter into such discussions or negotiations would present a reasonably substantial risk of a breach of the fiduciary duties of the Company’s Board of Directors to the Company’s stockholders under applicable Lawinquiry. Without limiting the foregoing, it is agreed that any violation of any provision or term in the preceding sentence by any Representative of the Company or any of its Subsidiaries shall be a breach For purposes of this Section 6.3(a) by the Company. The Company agrees that it will take the necessary steps to promptly inform the Representatives of the Company and its Subsidiaries of the obligations undertaken in this Section 6.3 and in the Confidentiality Agreement., "

Acquisition Proposals. (a) The Company shall, and shall cause its Subsidiaries, and its and their officers, directors, employees, financial advisors, attorneys, accountants and other advisors, representatives and agents (collectively, “Representatives”) to, immediately cease and cause to be terminated immediately any activities, discussions or negotiations with any Persons that may be ongoing with respect to, or that could reasonably be expected to lead to, an Acquisition Proposal (defined below). The Company also agrees that it will promptly request each Person that has heretofore executed a confidentiality agreement in connection with its consideration of any Acquisition Proposal to return or destroy all confidential information heretofore furnished to such Person by or on behalf of it or Without limiting any of its Subsidiariessuch other Party’s other obligations under this Agreement, subject to the terms each of NYSE Euronext, NASDAQ OMX and conditions of such confidentiality agreements. As of ICE agrees that, from and after the date hereof until the earlier of the Closing and prior to the Effective Time or earlier termination of this Agreement in accordance with Article VIIIits terms, the Company shall not, neither it nor shall it permit any of its Subsidiaries to, nor shall any of the officers or directors of it or its Subsidiaries authorize (including any member of their its respective Representatives toboard of directors) shall, and the Company and each Subsidiary that it shall use their respective its reasonable best efforts to cause the Representatives its and its Subsidiaries’ employees, agents and representatives (including any investment banker, attorney or accountant retained by it or any of its Subsidiaries) not to, directly or indirectly, (i) initiate, solicit, knowingly encourage or take any other action to knowingly facilitate (including by way of furnishing information) ), facilitate, or induce any inquiries regarding, or the making of making, submission or announcement of, any proposal which constitutes, any Acquisition Proposal, (ii) enter into any agreement, arrangement or understanding related to any Acquisition Proposal or enter into any agreement, arrangement or understanding requiring it to abandon, terminate or fail to consummate the Merger or any other transaction contemplated by this Agreement, (iii) initiate or participate in any way in any negotiations or discussions regarding an Acquisition Proposal or any inquiry or proposal offer that constitutes, or could reasonably be expected to lead toresult in, an Acquisition Proposal, (ii) subject to Section 4.2(c), have any discussion with any Person relating to an Acquisition Proposal, or engage in any negotiations concerning an Acquisition Proposal, or knowingly facilitate any effort or attempt to make or implement an Acquisition Proposal, (iii) subject to Section 4.2(c), provide any confidential information or data to any Person in relation to an Acquisition Proposal, (iv) subject to Section 4.2(c), approve or recommend, or propose publicly to approve or recommend, any Acquisition Proposal or (ivv) amend subject to Section 4.2(c), approve or grant recommend, or propose to approve or recommend, or execute or enter into, any waiver letter of intent, agreement in principle, merger agreement, acquisition agreement, business combination agreement, option agreement or release under other similar agreement (any standstill of the preceding in this subsection (v), an “Alternative Acquisition Agreement”) or propose publicly or agree to do any of the foregoing related to any Acquisition Proposal. An “Acquisition Proposal” for any NYSE Euronext, NASDAQ OMX or ICE means any offer or proposal for, or any similar agreement with respect to indication of interest in, (i) any class direct or indirect acquisition or purchase of the Company’s equity securities; providedNYSE Euronext, howeverNASDAQ OMX or ICE, thatas applicable, with respect to a bona fide, unsolicited written Acquisition Proposal made after the date hereof that does not result from a breach of this Section 6.3, at any time prior to obtaining the Company Stockholder Approval, the Company shall be entitled to (x) furnish information with respect to the Company and its Subsidiaries to the Person making such Acquisition Proposal (and its Representatives) pursuant to a customary confidentiality agreement containing provisions not less restrictive of such Person than those in the Confidentiality Agreement (defined in Section 9.7), provided that all such information has previously been provided to Parent or is provided to Parent prior to or substantially concurrent with the time it is provided to such Person, and (y) participate in discussions or negotiations with the Person making such Acquisition Proposal (and its Representatives) regarding such Acquisition Proposal, in each case commencing one business day after delivery of a written notice to Parent that it intends to furnish such information or enter into such discussions or negotiations (a “Determination Notice”), if (but only if) the Board of Directors of the Company has determined in good faith by the date on which the Determination Notice is given (A) after consultation with a financial advisor of nationally recognized reputation, that the Acquisition Proposal constitutes or would reasonably be expected to lead to a Superior Proposal (defined below) and (B) after consultation with outside legal counsel, that the failure to provide such information or enter into such discussions or negotiations would present a reasonably substantial risk of a breach of the fiduciary duties of the Company’s Board of Directors to the Company’s stockholders under applicable Law. Without limiting the foregoing, it is agreed that any violation of any provision or term in the preceding sentence by any Representative of the Company or any of its Subsidiaries that constitutes 15% or more of the consolidated gross revenue or consolidated gross assets of NYSE Euronext, NASDAQ OMX or ICE, as applicable, and its Subsidiaries, taken as a whole (such Subsidiary, a “Major Subsidiary”); (ii) any direct or indirect acquisition or purchase of (A) 15% or more of any class of equity securities or voting power or 15% or more of the consolidated gross assets of NYSE Euronext, NASDAQ OMX or ICE, as applicable, or (B) 15% or more of any class of equity securities or voting power of any of its Major Subsidiaries; (iii) any tender offer that, if consummated, would result in any Person beneficially owning 15% or more of any class of equity securities or voting power of NYSE Euronext, NASDAQ OMX or ICE, as applicable; or (iv) any merger, reorganization, share exchange, consolidation, business combination, recapitalization, liquidation, dissolution or similar transaction involving NYSE Euronext, NASDAQ OMX or ICE, as applicable, or any Major Subsidiary of NYSE Euronext, NASDAQ OMX or ICE, as applicable, but with the exception of intra-group reorganizations. (b) Within two (2) Business Days after receipt of an Acquisition Proposal or any request for nonpublic information or inquiry that a Party reasonably believes could lead to an Acquisition Proposal, such Party shall provide each of the other Parties with written notice of the material terms and conditions of such Acquisition Proposal, request or inquiry, and the identity of the Person making any such Acquisition Proposal, request or inquiry. Thereafter, the Party in receipt of such Acquisition Proposal shall provide each of the other Parties, as promptly as practicable, with oral and written notice setting forth all such information as is reasonably necessary to keep such Parties informed in all material respects of the status and details (including material amendments or proposed material amendments) of any such Acquisition Proposal, request or inquiry. (c) Notwithstanding anything in this Agreement to the contrary, NYSE Euronext, NASDAQ OMX and ICE and the NYSE Euronext Board, NASDAQ OMX Board and ICE Board shall be permitted to (A) comply with Rule 14d-9 and Rule 14e-2 under the Exchange Act, (B) after complying with Section 4.2(d), determine either to make no recommendation for the Merger, the issuance of NASDAQ OMX Shares or the issuance of ICE Shares, respectively, or to withdraw, modify or qualify any such recommendation in a manner that is, in the case of NYSE Euronext, adverse to any of Parents or Merger Sub, or, in the case of either NASDAQ OMX or ICE, adverse to NYSE Euronext (with respect to NYSE Euronext such determination not to make a recommendation or any such withdrawal, modification or qualification, a “Change in NYSE Euronext Recommendation”, with respect to NASDAQ OMX such determination not to make a recommendation or any such withdrawal, modification or qualification, a “Change in NASDAQ OMX Recommendation”, with respect to ICE such determination not to make a recommendation or any such withdrawal, modification or qualification, a “Change in ICE Recommendation”), or (C) (x) in the case of NYSE Euronext, prior to the receipt by NYSE Euronext of the NYSE Euronext Requisite Vote, (y) in the case of NASDAQ OMX, prior to the receipt of the NASDAQ OMX Requisite Vote, and (z) in the case of ICE, prior to the receipt of the ICE Requisite Vote, engage in any discussions or negotiations with, or provide any information or data to, any Person in response to an unsolicited bona fide written Acquisition Proposal by any such Person, if and only to the extent that, (i) in the case of clause (B) above, (x) if such Change in NYSE Euronext Recommendation, Change in NASDAQ OMX Recommendation or Change in ICE Recommendation, as applicable, is made in response to an Acquisition Proposal, then such Acquisition Proposal shall have been an unsolicited bona fide written Acquisition Proposal from a third party that the NYSE Euronext Board, NASDAQ OMX Board or ICE Board, as applicable, concludes in good faith (after consultation with its outside legal counsel and financial advisors) constitutes a Superior Proposal or (y) if such Change in NYSE Euronext Recommendation, Change in NASDAQ OMX Recommendation or Change in ICE Recommendation, as applicable, is not made in response to an Acquisition Proposal, then the NYSE Euronext Board, NASDAQ OMX Board or ICE Board, as applicable, after consultation with its outside legal counsel, determines in good faith that the failure to make such Change in NYSE Euronext Recommendation, Change in NASDAQ OMX Recommendation or Change in ICE Recommendation, as applicable, would be inconsistent with its fiduciary duties under applicable Law, (ii) in the case of clause (C) above, (1) the NYSE Euronext Board, NASDAQ OMX Board or ICE Board, as applicable, concludes in good faith (after consultation with its outside legal counsel and financial advisors) that there is a reasonable likelihood that such Acquisition Proposal could constitute a Superior Proposal, and that the failure to take such action would be inconsistent with its fiduciary duties under applicable Law, (2) prior to providing any information or data to any Person in connection with an Acquisition Proposal by any such Person, the NYSE Euronext Board, NASDAQ OMX Board or ICE Board, as applicable, receives from such Person an executed confidentiality agreement with confidentiality terms no less restrictive, in the aggregate, than those contained in the Confidentiality Agreement, and (3) NYSE Euronext, NASDAQ OMX or ICE, as applicable, is not then in material breach of its obligations under this Section 6.3(a4.2 related to such Acquisition Proposal. (d) Prior to any Change in NYSE Euronext Recommendation, NYSE Euronext shall provide each of NASDAQ OMX and ICE with a written notice (the “NYSE Euronext Change in Recommendation Notice”) of NYSE Euronext’s intention to make a Change in NYSE Euronext Recommendation at least five (5) Business Days prior to making a Change in NYSE Euronext Recommendation, and, in the case of any Change in NYSE Euronext Recommendation in connection with an Acquisition Proposal, NYSE Euronext shall negotiate in good faith during such five (5) Business Day period with respect to any modifications to the terms of the transaction contemplated by this Agreement that are proposed by NASDAQ OMX and ICE, and NYSE Euronext shall consider any such modifications agreed to by the CompanyParties in determining whether such Acquisition Proposal still constitutes a Superior Proposal after such five (5) Business Day period. The Company Prior to any Change in NASDAQ OMX Recommendation, NASDAQ OMX shall provide each of NYSE Euronext and ICE with a written notice (the “NASDAQ OMX Change in Recommendation Notice”) of NASDAQ OMX’s intention to make a Change in NASDAQ OMX Recommendation at least five (5) Business Days prior to making a Change in NASDAQ OMX Recommendation, and, in the case of any Change in NASDAQ OMX Recommendation in connection with an Acquisition Proposal, NASDAQ OMX shall negotiate in good faith during such five (5) Business Day period with respect to any modifications to the terms of the transaction contemplated by this Agreement that are proposed by NYSE Euronext, and NASDAQ OMX shall consider any such modifications agreed to by the Parties in determining whether such Acquisition Proposal still constitutes a Superior Proposal after such five (5) Business Day period. Prior to any Change in ICE Recommendation, ICE shall provide each of NYSE Euronext and NASDAQ OMX with a written notice (the “ICE Change in Recommendation Notice”) of ICE’s intention to make a Change in ICE Recommendation at least five (5) Business Days prior to making a Change in ICE Recommendation, and, in the case of any Change in ICE Recommendation in connection with an Acquisition Proposal, ICE shall negotiate in good faith during such five (5) Business Day period with respect to any modifications to the terms of the transaction contemplated by this Agreement that are proposed by NYSE Euronext, and ICE shall consider any such modifications agreed to by the Parties in determining whether such Acquisition Proposal still constitutes a Superior Proposal after such five (5) Business Day period. (e) In the event that a third party who has previously made an Acquisition Proposal that the NYSE Euronext Board, NASDAQ OMX Board or ICE Board, as applicable, has determined in accordance with this Section 4.2 is a Superior Proposal subsequently modifies or amends in an adverse manner any material term of such Superior Proposal such that the Acquisition Proposal is no longer a Superior Proposal, then such board’s prior determination shall be null and void and it shall be subject to the provisions of Section 4.2(c) and (d) in all respects (including the obligation to deliver a new NYSE Euronext Change in Recommendation Notice, NASDAQ OMX Change in Recommendation Notice or ICE Change in Recommendation Notice, as applicable, and negotiate in good faith with NASDAQ OMX and ICE, or NYSE Euronext, as applicable; provided that references to “five (5) Business Days” or “five (5) Business Day period” shall thereafter be references to “three (3) Business Days” or “three (3) Business Day period”). (f) Except as ordered by a court of competent jurisdiction or by stockholder action, NYSE Euronext, NASDAQ OMX and ICE each agrees that it will, and will cause its senior officers, directors and representatives and its Subsidiaries and such Subsidiaries’ senior officers, directors and representatives to, immediately cease and cause to be terminated any activities, discussions or negotiations existing as of the date of this Agreement with any parties conducted heretofore with respect to any Acquisition Proposal. NYSE Euronext, NASDAQ OMX and ICE each agrees that it will take the necessary steps use reasonable best efforts to promptly inform the Representatives of the Company its directors, officers, agents and its Subsidiaries representatives of the obligations undertaken in this Section 6.3 4.2. Nothing in this Section 4.2 shall (x) permit NYSE Euronext, NASDAQ OMX or ICE to terminate this Agreement (except as specifically provided in Article VI hereof) or (y) affect any other obligation of NYSE Euronext, NASDAQ OMX or ICE under this Agreement, except as otherwise expressly set forth in this Agreement. Unless this Agreement shall have been earlier terminated and in except as ordered by a court of competent jurisdiction or by stockholder action, none of NYSE Euronext, NASDAQ OMX or ICE shall submit to the Confidentiality Agreementvote of its stockholders any Acquisition Proposal (other than the Merger).

Acquisition Proposals. (a) The Company shallSubject to the provisions of this Section 6.3, and shall cause its Subsidiaries, and its and their officers, directors, employees, financial advisors, attorneys, accountants and other advisors, representatives and agents (collectively, “Representatives”) to, immediately cease and cause to be terminated immediately any activities, discussions except for actions or negotiations with any Persons that may be ongoing with respect to, omissions taken by or that could reasonably be expected to lead to, an Acquisition Proposal (defined below). The Company also agrees that it will promptly request each Person that has heretofore executed a confidentiality agreement in connection with its consideration at the written direction of any Acquisition Proposal to return or destroy all confidential information heretofore furnished to such Person by or on behalf of it or any of its SubsidiariesPurchaser Party, subject to during the terms and conditions of such confidentiality agreements. As of the date hereof and prior to the Effective Time or earlier termination of this Agreement in accordance with Article VIIIPre-Closing Period, the Company and the other Acquired Companies shall not, nor shall it permit any of its Subsidiaries to, nor shall it or its Subsidiaries authorize any of their respective Representatives to, and the Company and each Subsidiary the other Acquired Companies shall use their respective reasonable best efforts to cause the Representatives their respective officers, directors, employees and their respective Third Party Representatives, not to, directly or indirectly, : (i) solicit or initiate, solicit, encourage or take any other action to knowingly facilitate (including by way or knowingly encourage the submission of furnishing information) any inquiries regarding, Acquisition Proposal or the making of any proposal which constitutes, any Acquisition Proposal, (ii) enter into any agreement, arrangement or understanding related to any Acquisition Proposal or enter into any agreement, arrangement or understanding requiring it to abandon, terminate or fail to consummate the Merger or any other transaction contemplated by this Agreement, (iii) initiate or participate in any way in any negotiations or discussions regarding an Acquisition Proposal or any inquiry or proposal that constitutes, or could would reasonably be expected to lead to any Acquisition Proposal; (ii) furnish any nonpublic information regarding, or afford access to, the properties, books or records of any of the Acquired Companies to any Person with the intent to facilitate or encourage an Acquisition Proposal Proposal; (iii) engage in discussions or negotiations with any Person relating to any Acquisition Proposal; (iv) approve, endorse, recommend or enter into any agreement in principle, letter of intent, merger agreement, acquisition agreement or other similar agreement relating to any Acquisition Proposal; (v) amend or grant any waiver or release under any standstill or any similar agreement with respect or approve any transaction under, or permit any Third Party to any class become an “interested stockholder” under, Section 203 of the Company’s equity securitiesDGCL; providedor (vi) resolve to propose, howeveragree or publicly announce an intention to do any of the foregoing. (b) Anything in this Agreement to the contrary notwithstanding, thatat any time prior to the Offer Closing, with respect (i) the Company may furnish nonpublic information regarding the Acquired Companies to, afford access to, and engage in discussions or negotiations with, any Person or group of Persons in response to a bona fide, fide unsolicited written Acquisition Proposal made submitted to the Company or the Board by such Person or group after the date hereof that does the Board concludes in good faith, after consultation with outside legal counsel and the Company’s financial advisor, constitutes or is reasonably likely to lead to a Superior Proposal if (A) such Acquisition Proposal did not result from a breach of this Section 6.3; (B) the Board determines in good faith, at after consultation with its outside legal counsel, and after considering all relevant factors, that the failure to take such action would be inconsistent with its fiduciary duties under applicable Law; (C) (x) prior to furnishing nonpublic information regarding the Acquired Companies the Company receives from such Person or group of Persons an executed Acceptable Confidentiality Agreement and (y) prior to taking any of the above actions with such Person or group of Persons, the Company shall have given Parent prior written notice setting forth the identity of such Person or group of Persons, and the Company’s intention to furnish nonpublic information to, or enter into discussions with, such Person or group of Persons; and (D) concurrently with furnishing any such nonpublic information to such Person or group of Persons, the Company furnishes such nonpublic information to Parent (to the extent such nonpublic information has not been previously furnished or made available by the Company to any Purchaser Party); and (ii) following the receipt of an Acquisition Proposal, the Board may contact the Person or group of Persons who has made such Acquisition Proposal to clarify and understand the terms and conditions thereof. (c) At any time prior to obtaining the Company Stockholder ApprovalOffer Closing, the Company shall be entitled to (x) furnish information with respect to the Company and its Subsidiaries to the Person making such Acquisition Proposal promptly (and its Representatives) pursuant to a customary confidentiality agreement containing provisions not less restrictive in no event later than one Business Day after receipt of such Person than those in the Confidentiality Agreement (defined in Section 9.7), provided that all such information has previously been provided to Parent or is provided to Parent prior to or substantially concurrent with the time it is provided to such Person, and (y) participate in discussions or negotiations with the Person making such Acquisition Proposal (and its Representatives) regarding such Acquisition Proposal, ) advise Parent orally and in each case commencing one business day after delivery of a written notice to Parent that it intends to furnish such information or enter into such discussions or negotiations (a “Determination Notice”), if (but only if) the Board of Directors writing of the Company has determined in good faith receipt by the date on which the Determination Notice is given (A) after consultation with a financial advisor Company of nationally recognized reputation, that the any Acquisition Proposal constitutes or any inquiry that would reasonably be expected to lead to a Superior an Acquisition Proposal (defined below) and (B) after consultation with outside legal counsel, that including the failure to provide such information or enter into such discussions or negotiations would present a reasonably substantial risk of a breach identity of the fiduciary duties Person or group of Persons making or submitting such Acquisition Proposal, and details of the Company’s Board of Directors to the Company’s stockholders under applicable Lawmaterial terms and conditions thereof). Without limiting the foregoing, it is agreed that any violation of any provision or term The Company shall keep Parent promptly (and in the preceding sentence by any Representative of the Company or any of its Subsidiaries shall be a breach of this Section 6.3(a) no event later than one Business Day after receipt by the Company) and reasonably informed with respect to (i) the status of any such Acquisition Proposal and (ii) the status, any material developments and terms of any material modification thereto. The Company agrees that it will take not enter into any agreement with any Person subsequent to the necessary steps date hereof that prohibits the Company from providing any information or materials to promptly inform the Representatives Parent in accordance with, or otherwise complying with this Section 6.3(c). (d) The Company shall immediately cease and cause to be terminated any discussions existing as of the date hereof with any Person or group of Persons that relate to any Acquisition Proposal and, from and after the date hereof, take such action as is reasonably necessary to enforce (x) any confidentiality provisions or provisions of similar effect to which the Acquired Companies is a beneficiary and (y) the provisions of any standstill agreement or similar agreement. (e) During the Pre-Closing Period, neither the Company nor the Board (in accordance with Section 9.14) nor any committee thereof shall (i) withhold, withdraw, amend, qualify or modify, in a manner adverse to the Purchaser Parties, the Company Recommendation, (ii) adopt, approve or recommend any Acquisition Proposal, (iii) fail to include the Company Recommendation in the Offer Documents or fail to recommend against any Acquisition Proposal subject to Regulation 14D under the Exchange Act in any solicitation or recommendation statement on Schedule 14D-9 as promptly as practicable after the commencement of such Acquisition Proposal (but in any event within ten Business Days following such commencement), (iv) following receipt of an Acquisition Proposal, fail to reaffirm its approval or recommendation of this Agreement and its Subsidiaries the Merger within five Business Days after receipt of any reasonable request to do so from Parent or (v) resolve or agree to take any of the obligations undertaken foregoing actions or publicly propose to do any of the foregoing (any of the actions or events described in clauses (i) through (v), a “Change in Recommendation”). Notwithstanding anything in this Agreement to the contrary, at any time prior to the Offer Closing, if (A) in response to an Intervening Event, the Board determines in good faith, after consultation with its outside legal counsel and financial advisor, and after considering all relevant factors, that the failure to take such action would be inconsistent with its fiduciary duties under applicable Law or (B) in response to the receipt by the Company of an unsolicited bona fide Acquisition Proposal, the Board determines in good faith, after consultation with its financial advisor and outside legal counsel, and after considering all relevant factors, that such Acquisition Proposal constitutes a Superior Proposal and that the failure to take such action would be inconsistent with its fiduciary duties under applicable Law, the Board may make a Change in Recommendation in respect of such Intervening Event or such Superior Proposal, as the case may be. The Board may make a Change in Recommendation, only if (i) the Board has notified Parent in writing of its intent to take such action (any such notice, a “Change in Recommendation Notice”), which notice shall be provided at least five Business Days in advance of such action (and the Purchaser Parties shall keep the contents of such Change in Recommendation Notice confidential until such Change in Recommendation is made public by the Company) and, if delivered in connection with a (A) Superior Proposal, contain the identity of the Person making the Superior Proposal, specify the material terms of the Superior Proposal and contain a copy of the material documents or agreements providing for the Superior Proposal or (B) Intervening Event, contain a reasonably detailed description of such Intervening Event; provided, that it is agreed that the provision of such Change in Recommendation Notice to Parent, in each case, shall not constitute a Change in Recommendation; (ii) if requested by Parent, the Company shall, and shall cause its Representatives to, for a period of at least four Business Days following receipt by Parent of the Change in Recommendation Notice (such time period, the “Notice Period”), negotiate with Parent and any Representative of Parent in good faith (to the extent Parent desires to negotiate) to permit Parent to propose amendments to the terms and conditions of this Agreement and the Contemplated Transactions (a “Parent Proposal”); (iii) following the Notice Period, and taking into account any Parent Proposal received during the Notice Period, the Board shall have considered in good faith such Parent Proposal, if any, and shall have determined, in respect of such Superior Proposal, that the Superior Proposal would continue to constitute a Superior Proposal or, in respect of such Intervening Event, the failure to make a Change in Recommendation with respect to such Intervening Event would be inconsistent with its fiduciary duties under applicable Law, if the revisions proposed in such Parent Proposal, if any, were to be given effect; and (iv) such Superior Proposal did not result from a breach of this Section 6.3 6.3. The Company acknowledges and agrees that, in connection with a Change in Recommendation Notice delivered in connection with an Acquisition Proposal that is determined to be a Superior Proposal, each successive material modification to the financial terms of such Acquisition Proposal shall be deemed to constitute a new Acquisition Proposal for purposes of this Section 6.3(e) and shall trigger a new Notice Period, except that the Notice Period shall be at least three Business Days (instead of four Business Days otherwise contemplated by clause (ii) above). (f) Nothing contained in this Agreement shall prohibit the Company or the Board or any committee thereof from (i) making any disclosure to the Company’s stockholders if the Board or any committee thereof has determined in good faith that the failure to do so would be inconsistent with applicable Law (including fiduciary duties) or (ii) complying with Rule 14d-9, Rule 14e-2(a) or Item 1012(a) of Regulation M-A promulgated under the Exchange Act with respect to an Acquisition Proposal (or any similar communication to its stockholders in connection with the making or amendment of a tender offer or exchange offer); provided, that any such action taken or statement made that relates to an Acquisition Proposal shall not be deemed to be a Change in Recommendation if the Board reaffirms the Company Recommendation in such statement or in connection with such action. During the Pre-Closing Period, upon the written request by Parent (A) following any disclosure specified in clauses (i) or (ii) above or (B) in the Confidentiality Agreementevent an Acquisition Proposal has been publicly announced, the Board shall expressly publicly reaffirm the Company Recommendation within five Business Days following such request, and failure to do so shall be deemed to be a Change in Recommendation.

Acquisition Proposals. (a) The Parent agrees that, except as expressly contemplated by this Agreement, neither it nor the Company shall, and Parent shall cause its Subsidiaries, and its and their the Company’s officers, directors, employeesinvestment bankers, attorneys, accountants, financial advisors, attorneys, accountants agents and other advisors, representatives and agents (collectively, “Representatives”) to, immediately cease and cause to be terminated immediately any activities, discussions or negotiations with any Persons that may be ongoing with respect to, or that could reasonably be expected to lead to, an Acquisition Proposal (defined below). The Company also agrees that it will promptly request each Person that has heretofore executed a confidentiality agreement in connection with its consideration of any Acquisition Proposal to return or destroy all confidential information heretofore furnished to such Person by or on behalf of it or any of its Subsidiaries, subject to the terms and conditions of such confidentiality agreements. As of the date hereof and prior to the Effective Time or earlier termination of this Agreement in accordance with Article VIII, the Company shall not, nor shall it permit any of its Subsidiaries to, nor shall it or its Subsidiaries authorize any of their respective Representatives to, and the Company and each Subsidiary shall use their respective reasonable best efforts to cause the Representatives not to, (i) directly or indirectly, (i) initiate, solicit, solicit or encourage or take any other action to knowingly facilitate (including by way of furnishing non-public information) any inquiries regarding, inquiry regarding or the making or submission of any proposal which constitutes, any Acquisition Proposal, (ii) enter into any agreement, arrangement or understanding related to any Acquisition Proposal or enter into any agreement, arrangement or understanding requiring it to abandon, terminate or fail to consummate the Merger or any other transaction contemplated by this Agreement, (iii) initiate or participate in any way in any negotiations or discussions regarding an Acquisition Proposal or any inquiry or proposal that constitutes, or could reasonably be expected to lead to, an Acquisition Proposal Proposal, (ii) participate or engage in discussions or negotiations with, or disclose to any Person (ivother than a party hereto or its Representatives) amend or grant any waiver or release under any standstill information relating to the Company or any similar agreement with respect to any class of the Company’s equity securities; providedSubsidiaries, howeveror afford access to the properties, thatbooks or records of the Company or any of the Company’s Subsidiaries to, or otherwise cooperate in any way with, any Person that has made an Acquisition Proposal or that the Company, any of the Company’s Subsidiaries or any of their respective Representatives knows or has reason to believe is contemplating making an Acquisition Proposal, or (iii) accept an Acquisition Proposal or enter into any agreement, arrangement or understanding, including any letter of intent or agreement in principle (other than an Acceptable Confidentiality Agreement under circumstances contemplated in Section 5.2(b)), (x) providing for, constituting or relating to an Acquisition Proposal or (y) that would require, or could have the effect of causing, the Company to abandon, terminate or fail to consummate the Acquisition or any other transaction contemplated by this Agreement. Other than with respect to PESI, Parent shall not (A) waive, modify, terminate, or fail to enforce any “standstill” obligation of any Person, and (B) render the restrictions, if any, under the Nevada Corporate Code relating to business combinations inapplicable to any Person. Any violation of the foregoing restrictions of this Section 5.2(a) by any of Parent, the Company, or any of their Subsidiaries or by any Representative of Parent, the Company or any of their Subsidiaries, whether or not such Representative is so authorized and whether or not such Representative is purporting to act on behalf of Parent, the Company or any of their Subsidiaries or otherwise, shall be deemed to be a breach of this Agreement by Parent. (b) Notwithstanding anything to the contrary in Section 5.2(a) or elsewhere in this Agreement, Parent and the Parent Board may take any actions described in clause (ii) of Section 5.2(a) with respect to a third party at any time prior to obtaining the Parent Required Votes if, prior to such vote, (i) the Company receives a bona fide, unsolicited fide written Acquisition Proposal from such third party (and such Acquisition Proposal was not initiated, solicited, encouraged or facilitated by Parent, the Company or any of their Subsidiaries or any of their respective Representatives in violation of this Section 5.2), (ii) the Parent Board determines in good faith by resolution duly adopted (after consultation with financial advisors and its outside legal counsel, Xxxxx Xxxxx Xxxx Xxxxxx Xxxxxxx and Xxxxx, P.C., that such proposal constitutes or is reasonably likely to result in a Superior Proposal from the third party that made the applicable Acquisition Proposal, (iii) the Parent Board determines in good faith by resolution duly adopted after consultation with financial advisors and its outside legal counsel (Xxxxx Xxxxx Xxxx Xxxxxx Xxxxxxx and Xxxxx, P.C.) that the third party making such Acquisition Proposal has the financial capacity to consummate such Acquisition Proposal, and (iv) the Parent Board determines after the date hereof receipt of advice from such outside legal counsel (Xxxxx Xxxxx Xxxx Xxxxxx Xxxxxxx and Xxxxx, P.C.) that does not the failure to take such action would result from in a breach of its fiduciary duties under applicable Law; provided that (x) Parent or the Company shall not deliver any information to such third party without entering into a confidentiality agreement on terms no less favorable to Parent and the Company than the Confidentiality Agreement between the Company and PESI and which shall in no event permit Parent and the Company not to comply with the terms of this Agreement (an “Acceptable Confidentiality Agreement”) and (y) Parent shall immediately provide or make available to PESI any material non-public information concerning the Company or any of its Subsidiaries that is provided to any Person making such Acquisition Proposal or such Person’s Representatives that was not previously provided or made available to PESI. Nothing contained in this Section 6.35.2(b) shall prohibit Parent from disclosing any information as required by applicable Law. (c) Parent agrees that in addition to the obligations of Parent set forth in Sections 5.2(a) and (b), as promptly as practicable after receipt thereof (but in no event more than 24 hours after Parent’s receipt thereof), Parent shall advise PESI orally and in writing in the event that Parent or any of its Subsidiaries or Representatives receives, directly or indirectly: (i) any Acquisition Proposal or indication by any Person that it is considering making an Acquisition Proposal or proposals or offers with respect to an Acquisition Proposal, (ii) any request for non-public information relating to the Company and/or any of the Company Subsidiaries other than a request for information in the ordinary course of business or unrelated to an Acquisition Proposal, or (iii) any inquiry or request for discussions or negotiations regarding any Acquisition Proposal or potential Acquisition Proposal. Parent shall promptly (and in any event within 48 hours) notify PESI orally and in writing of the identity of any such Person and provide to PESI a copy of any such Acquisition Proposal, inquiry or request (or, where no such copy is available, a written description of such Acquisition Proposal, inquiry or request), including any material modification to any Acquisition Proposal. Parent shall keep PESI reasonably informed (orally and in writing) on a prompt basis (and in any event within 48 hours) of the status and details of any such Acquisition Proposal, indication, inquiry or request (including the material terms and conditions thereof and of any modification thereto). Without limiting the foregoing, Parent shall promptly (and in any event within 24 hours) notify PESI orally and in writing if it determines to engage in any actions described in clause (ii) of Section 5.2(a) and shall keep PESI reasonably informed (orally and in writing) on a prompt basis (and in any event within 24 hours) of the status and details of any such actions. In addition, Parent shall not, and shall cause its Subsidiaries not to, enter into any confidentiality agreement with any Person that would restrict Parent’s ability to provide information to PESI as required by Section 5.2(b) or this Section 5.2(c). (d) Neither (i) Parent Board nor any committee thereof shall directly or indirectly (x) withdraw (or amend, qualify or modify in a manner adverse to PESI), or propose to withdraw (or amend, qualify or modify in a manner adverse to PESI), the approval, recommendation or declaration of advisability by the Parent Board or any such committee thereof of this Agreement, the Acquisition or the other transactions contemplated by this Agreement or (y) recommend, adopt or approve, or propose publicly to recommend, adopt or approve, any Acquisition Proposal (any action described in this clause (i) being referred to as a “Parent Adverse Recommendation Change”), nor (ii) shall Parent or any of its Subsidiaries execute or enter into, any agreement, including any letter of intent, memorandum of understanding, agreement in principle, merger agreement, acquisition agreement, option agreement, joint venture agreement, partnership agreement or other similar agreement, arrangement or understanding, (x) constituting or related to, or that is intended to or could reasonably be expected to lead to, any Acquisition Proposal (other than an Acceptable Confidentiality Agreement permitted pursuant to Section 5.2(b)) (each an “Acquisition Agreement”) or (y) requiring it to abandon, terminate or fail to consummate the Acquisition or any other transaction contemplated by this Agreement. Notwithstanding anything to the contrary in this Agreement, at any time prior to obtaining the Company Stockholder ApprovalParent Required Vote, and subject to Parent’s compliance at all times with the Company shall be entitled to (x) furnish information with respect to the Company provisions of this Section 5.2 and its Subsidiaries to the Person making such Acquisition Proposal (and its Representatives) pursuant Section 5.6, Parent Board may, in response to a customary confidentiality agreement containing provisions not less restrictive of such Person than those in the Confidentiality Agreement (defined in Section 9.7), provided that all such information has previously been provided to Parent or is provided to Parent prior to or substantially concurrent with the time it is provided to such Person, and (y) participate in discussions or negotiations with the Person making such Acquisition Proposal (and its Representatives) regarding such Acquisition Superior Proposal, in each case commencing one business day after delivery of make a written notice to Parent that it intends to furnish such information or enter into such discussions or negotiations (a “Determination Notice”), Adverse Recommendation Change if (but only if) the Parent Board of Directors of the Company has determined in good faith by the date on which the Determination Notice is given (A) after consultation with a financial advisor of nationally recognized reputationdetermines in good faith, that the Acquisition Proposal constitutes or would reasonably be expected to lead to a Superior Proposal (defined below) and (B) after consultation with outside legal counsel, that the failure to provide such information or enter into such discussions or negotiations make a Parent Adverse Recommendation Change would present a be reasonably substantial risk of likely to result in a breach of the its fiduciary duties to the stockholders of Parent, and (B) provides prior written notice to PESI (a “Parent Notice of Change”) advising PESI that the Parent Board is contemplating making such Parent Adverse Recommendation Change and specifying the material facts and information constituting the basis for such contemplated determination, including the terms and conditions of such Superior Proposal; provided, however, that (1) Parent Board may not make such Parent Adverse Recommendation Change until the third Business Day after receipt by PESI of the Company’s Board Parent Notice of Directors to the Company’s stockholders under applicable Law. Without limiting the foregoing, Change (it is being understood and agreed that any violation change to the financial terms or any other material term of such Superior Proposal shall require a new Parent Adverse Recommendation, a new Parent Notice of Change and a new three Business Day period) and (2) during such third Business Day period, at the request of PESI, Parent shall negotiate in good faith with respect to any changes or modifications to this Agreement which would allow Parent Board not to make such Parent Adverse Recommendation Change consistent with its fiduciary duties. (e) Nothing contained in Section 5.2(d) shall prohibit Parent or the Parent Board from taking and disclosing to Parent’s stockholders a position with respect to an Acquisition Proposal pursuant to Rules 14d-9 and 14e-2(a) promulgated under the Exchange Act or from making any similar disclosure, in either case to the extent required by applicable Law, provided, however, that (i) compliance with such rules shall in no way limit or modify the effect that any such action pursuant to such rules has under this Agreement and (ii) in no event shall the Parent Board or any committee thereof take any action prohibited by Section 5.2(a) except as specifically permitted by Section 5.2(b). (f) For purposes of this Agreement, “Acquisition Proposal” shall mean any proposal, whether or not in writing (other than by PESI or any of its Subsidiaries), for the (i) direct or indirect acquisition or purchase of a business or assets that generates or constitutes 20% or more of the net revenues, net income or the assets (based on the book or fair market value thereof) of the Company and the Company Subsidiaries, taken as a whole (including capital stock of or ownership interest in the Company and/or any Company Subsidiary), (ii) direct or indirect acquisition or purchase of 20% or more of any provision class of equity securities or term in the preceding sentence by any Representative capital stock of the Company or any of the Company Subsidiaries, or (iii) merger, consolidation, restructuring, transfer of assets or other business combination, sale of shares of capital stock, tender offer, exchange offer, recapitalization, stock repurchase program or other similar transaction that if consummated would result in any Person or Persons beneficially owning, directly or indirectly, equity securities or capital stock in the Company or equity securities or capital stock of any of the Company’s Subsidiaries, or (iv) other transaction the consummation of which would reasonably be expected to impede, interfere with, prevent or materially delay the Acquisition, in each case other than the transactions contemplated by this Agreement. The term “Superior Proposal” shall mean any bona fide written Acquisition Proposal that was not initiated, solicited, encouraged or facilitated by Parent or any of its Subsidiaries shall be a breach or any of its Representatives in violation of this Section 6.3(aAgreement, made by a third party to acquire, directly or indirectly, pursuant to a tender offer, exchange offer, merger, share exchange, asset purchase or other business combination, (x) by all or substantially all of the Company. The Company agrees that it will take the necessary steps to promptly inform the Representatives assets of the Company and its Subsidiaries the Company Subsidiaries, taken as a whole, or (y) 50% or more of the obligations undertaken equity securities of Parent or the Company, in each case on terms which the Parent Board determines (after consultation with its financial advisors and outside legal counsel, Xxxxx Xxxxx Xxxx Xxxxxx Xxxxxxx and Xxxxx, P.C., in good faith by resolution duly adopted (A) would result in a transaction that, if consummated, is more favorable to the stockholders of Parent (in their capacity as stockholders) than the Acquisition, taking into account all the terms and conditions of such Acquisition Proposal, the Person making such proposal, and the terms and conditions of this Agreement (including, without limitation, any break-up fees, expense reimbursement provisions, conditions to consummation and any changes to the terms of this Agreement offered by PESI in response to such Superior Proposal or otherwise pursuant to this Section 6.3 5.2) and in (B) is reasonably likely to be completed on the Confidentiality Agreementterms proposed, taking into account all financial, regulatory, legal and other aspects of such Acquisition Proposal; provided, further, that a proposal shall be deemed to be a Superior Proposal: (x) if such proposal sets forth consideration that is greater than the Purchase Price (plus the payment of Out of Pocket Expenses and Parent Termination Fee) and such proposal is subject to a financing condition (unless the Parent Board, after consultation with its financial advisors, concludes that the proposed acquiror has adequate financial resources to consummate the transaction); or (y) such proposal sets forth consideration that is equal to the Purchase Price (plus the payment of Out of Pocket Expenses and Parent Termination Fee) and there is no financing condition.

Acquisition Proposals. (a) The Company OSI agrees that neither it nor any of its subsidiaries nor any of the officers and directors of it or its subsidiaries shall, and that it shall cause not authorize or permit its Subsidiaries, and its and their officers, directors, subsidiaries' employees, financial advisorsagents and representatives (including any investment banker, attorneys, accountants and other advisors, representatives and agents (collectively, “Representatives”) to, immediately cease and cause to be terminated immediately any activities, discussions attorney or negotiations with any Persons that may be ongoing with respect to, or that could reasonably be expected to lead to, an Acquisition Proposal (defined below). The Company also agrees that it will promptly request each Person that has heretofore executed a confidentiality agreement in connection with its consideration of any Acquisition Proposal to return or destroy all confidential information heretofore furnished to such Person accountant retained by or on behalf of it or any of its Subsidiaries, subject to the terms and conditions of such confidentiality agreements. As of the date hereof and prior to the Effective Time or earlier termination of this Agreement in accordance with Article VIII, the Company shall not, nor shall it permit any of its Subsidiaries to, nor shall it or its Subsidiaries authorize any of their respective Representatives to, and the Company and each Subsidiary shall use their respective reasonable best efforts to cause the Representatives not subsidiaries) to, directly or indirectly, (i) initiate, solicit, encourage or take any other action to knowingly otherwise facilitate (including by way of furnishing information) any inquiries regardinginquiries, expressions of interest or the making of any proposal which constitutesor offer with respect to a merger, any Acquisition Proposalreorganization, (ii) enter into any agreementshare exchange, arrangement consolidation, business combination, recapitalization, liquidation, dissolution or understanding related to any Acquisition Proposal or enter into any agreementsimilar transaction involving, arrangement or understanding requiring it to abandon, terminate or fail to consummate the Merger or any other transaction contemplated by this Agreementpurchase or sale of all or any significant portion of the assets or any of the equity securities of, (iii) initiate it or participate any of its subsidiaries that, in any way in any negotiations or discussions regarding an Acquisition Proposal or any inquiry or proposal that constitutessuch case, or could reasonably be expected to lead interfere with the completion of the Merger or the other transactions contemplated by this Agreement (any such inquiry, expression of interest, proposal or offer being hereinafter referred to as an "Acquisition Proposal"). -------------------- OSI further agrees that neither it nor any of its subsidiaries nor any of the officers and directors of it or its subsidiaries shall, and that it shall not authorize or permit its and its subsidiaries' employees, agents and representatives (including any investment banker, attorney or accountant retained by it or any of its subsidiaries) to, directly or indirectly, have any discussion with or provide any confidential information or data to any individual, group, organization, corporation, partnership, or entity of any kind (a "Person") relating to an Acquisition Proposal or (iv) amend engage in any negotiations concerning an Acquisition Proposal, or grant otherwise facilitate any waiver effort or release under any standstill attempt to make or any similar agreement with respect to any class of the Company’s equity securitiesimplement an Acquisition Proposal or accept an Acquisition Proposal; provided, however, thatthat nothing contained in this Agreement shall -------- ------- prevent OSI or its Board of Directors from (A) complying with Rule 14e-2 promulgated under the Exchange Act with regard to an Acquisition Proposal; (B) engaging in any discussion or negotiations with, with respect or providing any information to, any Person in response to a an unsolicited bona fide, unsolicited fide written Acquisition Proposal made after by any such Person; or (C) recommending such an unsolicited bona fide written Acquisition Proposal to the date hereof that does not result from a breach stockholders of OSI or withdrawing or modifying its recommendation in favor of this Section 6.3, at any time prior to obtaining Agreement and the Company Stockholder Approval, the Company shall be entitled to (x) furnish information Merger in compliance with respect to the Company Sections 5.1 and its Subsidiaries to the Person making such Acquisition Proposal (and its Representatives) pursuant to a customary confidentiality agreement containing provisions not less restrictive of such Person than those in the Confidentiality Agreement (defined in Section 9.7), provided that all such information has previously been provided to Parent or is provided to Parent prior to or substantially concurrent with the time it is provided to such Person, and (y) participate in discussions or negotiations with the Person making such Acquisition Proposal (and its Representatives) regarding such Acquisition Proposal, in each case commencing one business day after delivery of a written notice to Parent that it intends to furnish such information or enter into such discussions or negotiations (a “Determination Notice”7.1(f), if and only to the extent that, in any such case as is referred to in clause (but only ifB) or (C), (i) a majority of the members of the Board of Directors of the Company has determined OSI concludes in good faith by the date on which the Determination Notice is given (A) after consultation with a its financial advisor of nationally recognized reputation, advisors) that the such Acquisition Proposal constitutes or would is reasonably be expected capable of being completed, taking into account all legal, financial, regulatory and other aspects of the proposal and the Person making the proposal, and would, if consummated, result in a transaction more favorable to lead OSI's stockholders than the transaction contemplated by this Agreement (any such more favorable Acquisition Proposal being referred to in this Agreement as a "Superior Proposal -------- Proposal"), (defined belowii) and a majority of the members of the Board of Directors of OSI ------- concludes in good faith (B) after consultation with outside legal counsel) that such action is necessary for the Board of Directors to act in a manner consistent with its fiduciary duties under applicable law, that (iii) prior to providing any information or data to any Person in connection with an Acquisition Proposal by any such Person, such Board of Directors receives from such Person an executed confidentiality agreement on terms substantially similar to those contained in the failure confidentiality agreement previously entered into between LRC and OSI in connection with their consideration of the Merger, and (iv) prior to provide providing any information or data to any Person or entering into discussions or negotiations with any Person, the Board of Directors of OSI notifies LRC of such inquiries, expressions of interest, proposals or offers received by, any such information requested from, or enter into any such discussions or negotiations would present a reasonably substantial risk to be initiated or continued with, any of a breach OSI's representatives indicating, in connection with such notice, the name of such Person and the fiduciary duties of the Company’s Board of Directors to the Company’s stockholders under applicable Law. Without limiting the foregoing, it is agreed that any violation terms and conditions of any provision proposals or term in the preceding sentence by offers. OSI agrees that it will immediately cease and cause to be terminated any Representative of the Company existing activities, discussions or negotiations with any of its Subsidiaries shall be a breach of this Section 6.3(a) by the Companyparties conducted heretofore with respect to any Acquisition Proposal. The Company OSI agrees that it will take the necessary steps to promptly inform the Representatives of officers, directors and other representatives referred to in the Company and its Subsidiaries first sentence hereof of the obligations undertaken in this Section 6.3 4.3. OSI agrees that it shall keep LRC informed, on a current basis, of the status and terms of any such proposals or offers and the status of any such discussions or negotiations. (b) LRC shall not, and shall not permit any of its subsidiaries to, authorize or enter into an agreement relating to an Alternative Transaction (as defined in Section 7.2) involving LRC until two days after the Effective Time. LRC shall notify OSI immediately of any proposals or offers received by LRC relating to an Alternative Transaction involving LRC and will keep OSI informed, on a current basis, of the status and terms of any such proposals or offers and the status of any related discussions or negotiations and shall consult with OSI with respect thereto. Subject to LRC's obligations described in Section 5.1, this Agreement does not prohibit LRC from taking and disclosing to its stockholders a position contemplated by Rule 14e-2(a) of the Exchange Act or from making any disclosure to LRC's stockholders if, in the Confidentiality Agreementgood faith judgment of the Board of Directors of LRC, after consultation with outside counsel, failure so to disclose would be inconsistent with its duties to LRC or the LRC stockholders under applicable law.

Acquisition Proposals. Prior to the Effective Time, each Seller agrees that: (a) The Company shallit shall not, and shall cause directly or indirectly, through any of its Subsidiaries, and its and their officers, directors, employeesemployees or agents or representatives (including any investment banker, financial advisorsattorney or accountant) retained by it, attorneysand it shall not authorize or permit its officers, accountants and other advisorsdirectors, employees or agents or representatives and agents (collectivelyincluding any investment banker, “Representatives”attorney or accountant) retained by it to, initiate, solicit or encourage any inquiries or the making or implementation of any Acquisition Proposal or engage in any negotiations concerning or provide any confidential information or data to, or have any discussions with, any person relating to an Acquisition Proposal, or otherwise facilitate any efforts to attempt to make or implement an Acquisition Proposal; (b) it shall immediately cease and cause to be terminated immediately any existing activities, discussions or negotiations with any Persons that may be ongoing parties conducted heretofore with respect to, or that could reasonably be expected to lead to, an Acquisition Proposal (defined below). The Company also agrees that it will promptly request each Person that has heretofore executed a confidentiality agreement in connection with its consideration of any Acquisition Proposal to return or destroy all confidential information heretofore furnished to such Person by or on behalf of it or any of its Subsidiaries, subject to the terms and conditions of such confidentiality agreements. As of the date hereof and prior to the Effective Time or earlier termination of this Agreement in accordance with Article VIII, the Company shall not, nor shall it permit any of its Subsidiaries to, nor shall it or its Subsidiaries authorize any of their respective Representatives to, and the Company and each Subsidiary shall use their respective reasonable best efforts to cause the Representatives not to, directly or indirectly, (i) initiate, solicit, encourage or take any other action to knowingly facilitate (including by way of furnishing information) any inquiries regarding, or the making of any proposal which constitutes, any Acquisition Proposal, (ii) enter into any agreement, arrangement or understanding related to any Acquisition Proposal or enter into any agreement, arrangement or understanding requiring it to abandon, terminate or fail to consummate the Merger or any other transaction contemplated by this Agreement, (iii) initiate or participate in any way in any negotiations or discussions regarding an Acquisition Proposal or any inquiry or proposal that constitutes, or could reasonably be expected to lead to, an Acquisition Proposal or (iv) amend or grant any waiver or release under any standstill or any similar agreement with respect to any class of the Company’s equity securities; provided, however, that, with respect to a bona fide, unsolicited written Acquisition Proposal made after the date hereof that does not result from a breach of this Section 6.3, at any time prior to obtaining the Company Stockholder Approval, the Company and shall be entitled to (x) furnish information with respect to the Company and its Subsidiaries to the Person making such Acquisition Proposal (and its Representatives) pursuant to a customary confidentiality agreement containing provisions not less restrictive of such Person than those in the Confidentiality Agreement (defined in Section 9.7), provided that all such information has previously been provided to Parent or is provided to Parent prior to or substantially concurrent with the time it is provided to such Person, and (y) participate in discussions or negotiations with the Person making such Acquisition Proposal (and its Representatives) regarding such Acquisition Proposal, in each case commencing one business day after delivery of a written notice to Parent that it intends to furnish such information or enter into such discussions or negotiations (a “Determination Notice”), if (but only if) the Board of Directors of the Company has determined in good faith by the date on which the Determination Notice is given (A) after consultation with a financial advisor of nationally recognized reputation, that the Acquisition Proposal constitutes or would reasonably be expected to lead to a Superior Proposal (defined below) and (B) after consultation with outside legal counsel, that the failure to provide such information or enter into such discussions or negotiations would present a reasonably substantial risk of a breach of the fiduciary duties of the Company’s Board of Directors to the Company’s stockholders under applicable Law. Without limiting the foregoing, it is agreed that any violation of any provision or term in the preceding sentence by any Representative of the Company or any of its Subsidiaries shall be a breach of this Section 6.3(a) by the Company. The Company agrees that it will take the necessary steps to promptly inform the Representatives of the Company and its Subsidiaries officers, directors, employees or agents or representatives (including any investment banker, attorney or accountant) retained by it of the obligations undertaken in this Section 6.3 7.2; and (c) it shall notify the Company immediately if it receives any such inquiries or proposals, or any requests for such information, or if any such negotiations or discussions are sought to be initiated or continued with it; provided, however, that nothing contained in this Section 7.2: (i) shall prohibit the general partner of any XxXxxx Partnership from furnishing information to or entering into discussions or negotiations with, any person that makes an unsolicited Acquisition Proposal for such XxXxxx Partnership, if, and only to the extent that, (A) such general partner determines in good faith that such unsolicited Acquisition Proposal could result in a Superior Acquisition Proposal and that such action is required for such general partner to comply with its duties to its limited partners imposed by law, (B) prior to furnishing such information to, or entering into discussions or negotiations with, such person, such general partner provides written notice to the Confidentiality Company to the effect that it is furnishing information to, or entering into discussions with, such person and (C) (1) subject to clause (2) below, such general partner keeps the Company informed of the status (not the terms) of any such discussions or negotiations and (2) such general partner complies with the last sentence of Section 9.3(b) hereof; or (ii) to the extent applicable, shall prohibit the general partner of any XxXxxx Partnership from taking and disclosing to the limited partners of such XxXxxx Partnership a position, with respect to such XxXxxx Partnership, contemplated by Rules 14d-9 and 14e-2 under the Exchange Act with regard to an Acquisition Proposal for such XxXxxx Partnership; provided further, however, that the general partner of any XxXxxx Partnership may approve and recommend a Superior Acquisition Proposal and, in connection therewith, withdraw or modify its approval or recommendation of this Agreement, the Merger in respect of such XxXxxx Partnership, the MPLP Contributions with respect to such XxXxxx Partnership, the appointment of the applicable New GP LLC as the successor general partner of such XxXxxx Partnership and the other transactions contemplated by this Agreement, prior to the approval by the holders of LP Interests of such XxXxxx Partnership of this Agreement, the Merger in respect of such XxXxxx Partnership, the MPLP Contributions with respect to such XxXxxx Partnership, the appointment of the applicable New GP LLC as the successor general partner of such XxXxxx Partnerships and the other transactions contemplated by this Agreement at the XxXxxx Limited Partner Meeting (or any adjournment thereof) of such XxXxxx Partnership. Any disclosure that the general partner of any XxXxxx Partnership may be compelled to make with respect to the receipt of an Acquisition Proposal for such XxXxxx Partnership in order to comply with its duties to its limited partners or that the general partner of any XxXxxx Partnership may be compelled to make in order to comply with Rule 14d-9 or 14e-2, shall not constitute a violation of this Section 7.2, provided that such disclosure states that no action shall be taken by such general partner with respect to the withdrawal of its recommendation of the transactions contemplated hereby or the approval or recommendation of any Acquisition Proposal except in accordance with this Section 7.2.

Acquisition Proposals. (a) The Company shallagrees that it shall not nor shall it knowingly permit any of its Subsidiaries or any of the officers and directors of it or its Subsidiaries to, and that it shall direct and use its reasonable best efforts to cause its Subsidiaries, and its Subsidiaries' employees, agents and representatives (including any investment banker, attorney or accountant retained by it or any of its Subsidiaries) (the Company, its Subsidiaries and their officers, directors, employees, financial advisors, attorneys, accountants agents and other advisors, representatives and agents (collectively, “being referred to as the "Company Representatives”") not to, immediately cease and cause to be terminated immediately directly or indirectly, initiate, solicit, or knowingly encourage or otherwise intentionally facilitate any activities, discussions inquiries or negotiations with the making of any Persons that may be ongoing proposal or offer with respect toto a merger, reorganization, share exchange, consolidation, business combination, recapitalization, liquidation, dissolution or similar transaction involving the Company, or that could reasonably be expected to lead to, an Acquisition Proposal any purchase or sale of the consolidated assets (defined below). The including without limitation stock of Subsidiaries) of the Company also agrees that it will promptly request each Person that has heretofore executed a confidentiality agreement in connection with its consideration of any Acquisition Proposal to return or destroy all confidential information heretofore furnished to such Person by or on behalf of it or any of its Subsidiaries, subject taken as a whole, having an aggregate value equal to the terms and conditions of such confidentiality agreements. As 15% or more of the date hereof and prior Company's market capitalization, or any purchase or sale of, or tender or exchange offer for, 15% or more of its equity securities (any such proposal or offer being hereinafter referred to the Effective Time or earlier termination of this Agreement in accordance with Article VIII, the as an "Acquisition Proposal"). The Company further agrees that it shall not, not nor shall it knowingly permit any of its Subsidiaries to, nor shall or any of the officers and directors of it or its Subsidiaries authorize any of their respective Representatives to, and the Company that it shall direct and each Subsidiary shall use their respective its reasonable best efforts to cause the Company Representatives not to, directly or indirectly, (i) initiate, solicit, encourage have any discussion in furtherance of or take provide any other action to knowingly facilitate (including by way of furnishing information) any inquiries regarding, confidential information or the making of any proposal which constitutes, any Acquisition Proposal, (ii) enter into any agreement, arrangement or understanding related data to any Acquisition Proposal or enter into any agreement, arrangement or understanding requiring it Person relating to abandon, terminate or fail to consummate the Merger or any other transaction contemplated by this Agreement, (iii) initiate or participate in any way in any negotiations or discussions regarding an Acquisition Proposal or engage in any inquiry or proposal that constitutesnegotiations concerning an Acquisition Proposal, or could reasonably be expected otherwise intentionally facilitate any effort or attempt to lead to, make or implement an Acquisition Proposal or (iv) amend or grant any waiver or release under any standstill or any similar agreement with respect to any class of the Company’s equity securitiesProposal; provided, however, that nothing contained in this Agreement shall prevent either the Company or its Board of Directors from: (A) complying with Rules 14d-9 and 14e-2 promulgated under the Exchange Act with regard to an Acquisition Proposal; (B) if the Board of Directors of the Company determines in good faith after consultation with outside counsel, that in order for the Board of Directors of the Company to comply with its fiduciary duties to stockholders under applicable law it should take such action, engaging in any discussions or negotiations with or providing any information or data to any Person (including its Representatives) in response to an unsolicited written Acquisition Proposal by any such Person; provided, that prior to providing any information or data to any Person in connection with an Acquisition Proposal by any such Person, the Board of Directors of the Company shall receive from such Person an executed confidentiality agreement on terms substantially similar to those contained in the confidentiality agreement previously entered into between Parent and the Company in connection with their consideration of the Merger; provided further, that such confidentiality agreement shall contain terms that allow the Company to comply with its obligations under this Section 6.2 or (C) recommending such an unsolicited written Acquisition Proposal to the stockholders of the Company if, and only to the extent that, with respect to a bona fide, unsolicited written Acquisition Proposal made after the date hereof that does not result from a breach of this Section 6.3, at any time prior actions referred to obtaining the Company Stockholder Approval, the Company shall be entitled to in clause (x) furnish information with respect to the Company and its Subsidiaries to the Person making such Acquisition Proposal (and its Representatives) pursuant to a customary confidentiality agreement containing provisions not less restrictive of such Person than those in the Confidentiality Agreement (defined in Section 9.7C), provided that all such information has previously been provided to Parent or is provided to Parent prior to or substantially concurrent with the time it is provided to such Person, and (y) participate in discussions or negotiations with the Person making such Acquisition Proposal (and its Representatives) regarding such Acquisition Proposal, in each case commencing one business day after delivery of a written notice to Parent that it intends to furnish such information or enter into such discussions or negotiations (a “Determination Notice”), if (but only ifi) the Board of Directors of the Company has determined concludes in good faith by the date on which the Determination Notice is given (A) after consultation with a its outside legal counsel and its financial advisor of nationally recognized reputation, advisor) that the such Acquisition Proposal constitutes or would is reasonably be expected capable of being completed, and would, if consummated, result in a transaction more favorable to lead to the Company's stockholders than the Merger (a "Superior Proposal (defined below) Proposal"), and (Bii) the Board of Directors of the Company determines in good faith after consultation with outside legal counsel, counsel that the failure to provide take such information or enter into such discussions or negotiations action would present a be reasonably substantial risk of a breach of the likely to be inconsistent with its fiduciary duties of the Company’s Board of Directors duty to the Company’s 's stockholders under applicable Law. Without limiting the foregoing, it is agreed that any violation of any provision or term . (b) Except as disclosed in the preceding sentence by any Representative Section 6.1(a) of the Company Disclosure Letter, the Company agrees that it will immediately cease and cause to be terminated any existing activities, discussions or negotiations with any of its Subsidiaries shall be a breach of this Section 6.3(a) by the Companyparties conducted heretofore with respect to any Acquisition Proposal. The Company agrees that it will take the necessary steps to promptly inform the Representatives of the Company its executive officers, directors, attorneys and its Subsidiaries financial advisors of the obligations undertaken in this Section 6.3 6.2(a). The Company agrees that it will notify Parent as soon as reasonably practicable, if any such proposals or offers are received by it, any such information is requested from it or any such discussions or negotiations are sought to be initiated with it, indicating, in connection with such notice, the name of such Person making such inquiry, proposal, offer or request and in a description of the Confidentiality Agreementsubstance of any such inquiries, proposals, offers or requests. The Company thereafter shall keep Parent informed as soon as reasonably practicable, of the status and terms of any such inquiries, proposals or offers.

Acquisition Proposals. (a) The From and after the Agreement Date, the Company shallshall not, and shall use its reasonable best efforts to cause its Subsidiariesdirectors, and its and their officers, directors, employees, financial advisorsinvestment bankers, attorneys, accountants and other advisors, advisors or representatives and agents (collectively, “Representatives”) to, immediately cease and cause to be terminated immediately any activities, discussions or negotiations with any Persons that may be ongoing with respect to, or that could reasonably be expected to lead to, an Acquisition Proposal (defined below). The Company also agrees that it will promptly request each Person that has heretofore executed a confidentiality agreement in connection with its consideration of any Acquisition Proposal to return or destroy all confidential information heretofore furnished to such Person by or on behalf of it or any of its Subsidiaries, subject to the terms and conditions of such confidentiality agreements. As of the date hereof and prior to the Effective Time or earlier termination of this Agreement in accordance with Article VIII, the Company shall not, nor shall it permit any of its Subsidiaries to, nor shall it or its Subsidiaries authorize any of their respective Representatives to, and the Company and each Subsidiary shall use their respective reasonable best efforts to cause the Representatives not to, directly or indirectly, (i) initiate, solicit, or encourage or take any other action to knowingly facilitate (including by way of furnishing information) any inquiries regarding, or the making submission of any proposal which constitutes, any Acquisition Proposal, (ii) enter into any agreementengage, arrangement or understanding related to any Acquisition Proposal or enter into any agreement, arrangement or understanding requiring it to abandon, terminate or fail to consummate the Merger or any other transaction contemplated by this Agreement, (iii) initiate continue or participate in any way in negotiations concerning, or provide any negotiations confidential information or data to, or have any discussions regarding with, any Person relating to an Acquisition Proposal or any inquiry proposal or proposal offer that constitutes, or could reasonably be expected to lead to, an Acquisition Proposal or (iv) amend or grant any waiver or release under any standstill or any similar agreement with respect to any class of the Company’s equity securities; provided, however, that, with respect to a bona fide, unsolicited written Acquisition Proposal made after the date hereof that does not result from a breach of this Section 6.3, at any time prior to obtaining the Company Stockholder Approval, the Company shall be entitled to (x) furnish information with respect to the Company and its Subsidiaries to the Person making such Acquisition Proposal (and its Representatives) pursuant to a customary confidentiality agreement containing provisions not less restrictive of such Person than those in the Confidentiality Agreement (defined in Section 9.7), provided that all such information has previously been provided to Parent or is provided to Parent prior to or substantially concurrent with the time it is provided to such Person, and (y) participate in discussions or negotiations with the Person making such Acquisition Proposal (and its Representatives) regarding such Acquisition Proposal, in each case commencing one business day after delivery of a written notice to Parent that it intends to furnish such information or enter into such discussions or negotiations (a “Determination Notice”), if (but only if) the Board of Directors of the Company has determined in good faith by the date on which the Determination Notice is given (A) after consultation with a financial advisor of nationally recognized reputation, that the Acquisition Proposal constitutes or would reasonably be expected to lead to an Acquisition Proposal, (iii) approve or recommend or propose publicly to approve or recommend, any Acquisition Proposal, (iv) approve, endorse or recommend, or propose to approve, endorse or recommend, or execute or enter into, any letter of intent, agreement in principle, merger agreement, acquisition agreement, option agreement or other similar agreement relating to any Acquisition Proposal or any proposal or offer that would reasonably be expected to lead to an Acquisition Proposal, or (v) make or authorize any statement, propose publicly or resolve, propose or agree to do any of the foregoing relating to any Acquisition Proposal. Notwithstanding the foregoing, the Company may contact any Person who has made, or proposes to make, an Acquisition Proposal solely to request clarification of the terms and conditions of such Acquisition Proposal. (b) Notwithstanding any provisions of this Agreement to the contrary, nothing contained in this Agreement shall prevent the Company or the Company Board from complying with its disclosure obligations under Sections 14d-9 and 14e-2 of the Exchange Act with regard to an Acquisition Proposal. (c) Notwithstanding any provisions of Section 7.12(a) to the contrary, the Company, its Subsidiaries and the Company Board (or any committee thereof) may, at any time prior to the Offer Closing, provide information in response to a request therefor by (provided that such information has previously been made available to Parent or is made to Parent concurrently with the time such information is made available to such Person), or engage in any negotiations or discussions with, a Person who has made an unsolicited bona fide written Acquisition Proposal if the Company Board receives from such Person, prior to providing any non-public information, an executed confidentiality agreement in form and substance reasonably satisfactory to the Company and with terms at least as restrictive in all material respects on such Person as the Confidentiality Agreement if, in each such case, prior to taking any such action the Company Board shall have determined in good faith, based on the information then available and after deliberation and consultation with its independent financial advisor and outside legal counsel, that (i) such Acquisition Proposal constitutes or is reasonably likely to lead to a Superior Proposal and (defined belowii) that the failure to take such action would be inconsistent with the directors’ duties under Delaware Law. (d) Except as expressly permitted by this Section 7.12, 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 a manner adverse to Parent, the Recommendation, (ii) adopt, approve or recommend, or propose to adopt, approve or recommend, publicly or otherwise, any Acquisition Proposal, (iii) fail to recommend, in a Solicitation/Recommendation Statement on Schedule 14D-9, against any Acquisition Proposal subject to Regulation 14D under the Exchange Act, within ten (10) Business Days after the commencement of any such Acquisition Proposal, (iv) fail to include the Recommendation in the Proxy Statement filed in connection with the Company Stockholders’ Meeting, if required, (v) enter into any letter of intent, memorandum of understanding or similar document or Contract relating to any Acquisition Proposal (other than confidentiality agreements entered into in accordance with Section 7.12(c)), or (vi) make any other public statement that is inconsistent with the Recommendation (any action described in clauses (i) through (vi), a “Change in the Board Recommendation”). (e) Notwithstanding anything to the contrary set forth in Section 7.12(d), at any time prior to the Offer Closing, the Company Board may effect a Change in the Board Recommendation (i) in response to an unsolicited, bona fide written offer made to the Company after the date of this Agreement that is not withdrawn and that constitutes a Superior Proposal or (ii) as the result of the occurrence of an Intervening Event, in each case of (i) and (ii), if the Company Board determines in good faith, after deliberation and consultation with its financial advisor and outside legal counsel, that such action is required for the Company Board to comply with its fiduciary duties under Delaware Law; provided, however, that no such Change in the Board Recommendation may be made unless: (i) the Company shall have provided written notice to Parent at least three (3) Business Days (the “Notice Period”) prior to making such Change in the Board Recommendation (A) advising Parent that the Company Board intends to make such Change in the Board Recommendation and (B) specifying all information required to be provided under Section 7.12(g); (ii) the Company shall have, and shall have caused its Representatives to have, during the Notice Period, negotiated in good faith with Parent with respect to any revisions to the terms of the transaction contemplated by the this Agreement proposed by Parent; and (iii) at or following the end of such Notice Period, the Company Board shall have determined in good faith, after deliberation and consultation with its financial advisor and outside legal counsel, that the failure making of a Change in the Board Recommendation is required for the Company Board to provide comply with its fiduciary duties under Delaware Law (in each case taking into account any changes to this Agreement proposed by Parent as a result of the negotiations required by this Section). Any material amendment to any Acquisition Proposal will be deemed to be a new Acquisition Proposal for purposes of this Section 7.12(e), and shall require the Company to deliver a new notice to Parent at least two (2) Business Days prior to making such information or enter into Change in Board Recommendation and such new notice period shall commence upon the delivery to Parent of such notice, unless the event requiring notice pursuant to this Section 7.12 occurs less than two Business Days prior to the Offer Closing, in which case the Company shall deliver notice to Parent of such event as promptly as practicable. (f) Immediately after the execution of this Agreement, the Company agrees that it shall immediately cease and cause to be terminated any existing discussions or negotiations would present a reasonably substantial risk of a breach of the fiduciary duties of the Company’s Board of Directors with any Person (other than Parent) with respect to the Company’s stockholders under applicable Law. Without limiting the foregoing, it is agreed that any violation of any provision or term in the preceding sentence by any Representative of the Company or any of its Subsidiaries shall be a breach of this Section 6.3(aAcquisition Proposal. (g) by the Company. The Company agrees that it will take shall promptly (and, in any event, within two (2) Business Days) notify Parent of (i) the necessary steps receipt of any Acquisition Proposal, (ii) any request for non-public information relating to promptly inform the Representatives Company or its Subsidiaries, other than requests for information not reasonably expected to be related to an Acquisition Proposal, (iii) any inquiry, offer or request for discussions or negotiations regarding an Acquisition Proposal, in each case indicating, in connection with such notice, the identity of the Company Person or group of Persons making such offer or request and its Subsidiaries the material terms and conditions of any proposals or offers and thereafter shall keep Parent reasonably informed of the obligations undertaken in this Section 6.3 status and in terms of any such proposals or offers (including any amendments thereto) and the Confidentiality Agreementstatus of any such discussions or negotiations, and (iv) the facts of circumstances of any Intervening Event.

Acquisition Proposals. (a) The Following the execution hereof, the Company shall, and shall cause its Subsidiaries, Subsidiaries and its and their respective Representatives (as defined below) to (i) immediately cease and cause to be terminated all existing discussions or negotiations with any Person conducted heretofore with respect to any Acquisition Proposal (as defined in Section 6.4(i)(ii) hereof) or any proposal, inquiry or offer that could reasonably be expected to lead to an Acquisition Proposal, and (ii) request the prompt return or destruction of all confidential information previously furnished by it or on its behalf. The Company shall not terminate, waive, amend, release or modify in any respect any provision of any confidentiality or standstill agreement to which any Acquired Company or any of its Affiliates or Representatives is a party with respect to any Acquisition Proposal or any proposal, inquiry or offer that could reasonably be expected to lead to an Acquisition Proposal, and shall use reasonable best efforts to enforce, to the fullest extent permitted by applicable Law, the provisions of any such agreement. (b) The Company shall not, and shall cause its Subsidiaries not to, and shall cause its and their respective directors, officers, directorsemployees, employeesinvestment bankers, financial advisors, attorneys, accountants and or other advisors, agents and representatives and agents (collectively, “Representatives”) to, immediately cease and cause to be terminated immediately any activities, discussions or negotiations with any Persons that may be ongoing with respect to, or that could reasonably be expected to lead to, an Acquisition Proposal (defined below). The Company also agrees that it will promptly request each Person that has heretofore executed a confidentiality agreement in connection with its consideration of any Acquisition Proposal to return or destroy all confidential information heretofore furnished to such Person by or on behalf of it or any of its Subsidiaries, subject to the terms and conditions of such confidentiality agreements. As of the date hereof and prior to the Effective Time or earlier termination of this Agreement in accordance with Article VIII, the Company shall not, nor shall it permit any of its Subsidiaries to, nor shall it or its Subsidiaries authorize any of their respective Representatives to, and the Company and each Subsidiary shall use their respective reasonable best efforts to cause the Representatives not to, directly or indirectly, (i) solicit, initiate, solicit, or knowingly encourage or take any other action to knowingly induce or knowingly facilitate (including by way the making, submission or announcement of furnishing information) any inquiries regarding, or the making of any proposal which constitutesor offer constituting, any related to or that could reasonably be expected to lead to an Acquisition Proposal, (ii) enter into furnish any agreement, arrangement or understanding related information regarding any of the Acquired Companies to any Acquisition Proposal Person (other than Parent and Parent’s or enter into any agreement, arrangement the Company’s Representatives acting in their capacity as such) in connection with or understanding requiring it in response to abandon, terminate or fail to consummate the Merger or any other transaction contemplated by this Agreement, (iii) initiate or participate in any way in any negotiations or discussions regarding an Acquisition Proposal or any proposal, inquiry or proposal offer that constitutes, or could reasonably be expected to lead toto an Acquisition Proposal, (iii) engage in discussions or negotiations with any Person with respect to any Acquisition Proposal or any proposal, inquiry or offer that could reasonably be expected to lead to an Acquisition Proposal (other than to state that they currently are not permitted to have discussions), (iv) approve, endorse or recommend any Acquisition Proposal or any proposal, inquiry or offer that could reasonably be expected to lead to an Acquisition Proposal, (v) make or authorize any statement, recommendation or solicitation in support of any Acquisition Proposal or any proposal, inquiry or offer that could reasonably be expected to lead to an Acquisition Proposal or (ivvi) amend enter into any letter of intent or grant any waiver or release under any standstill agreement in principle or any similar agreement Contract providing for, relating to or in connection with respect to any class of the Company’s equity securities; provided, however, that, with respect to a bona fide, unsolicited written Acquisition Proposal made or any proposal, inquiry or offer that could reasonably be expected to lead to an Acquisition Proposal. (c) Notwithstanding anything to the contrary in this Section 6.4, if at any time prior to the Acceptance Time, (i) the Company receives, after the date hereof that does of this Agreement, an unsolicited bona fide written Acquisition Proposal, (ii) such Acquisition Proposal did not result from a breach of this Section 6.36.4, at any time (iii) 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 (as defined in Section 6.4(i)(iii) hereof) and (iv) the Company Board determines in good faith (after consultation with outside counsel) that the failure to take the actions referred to in clause (x) or (y) of this Section 6.4(c) would be inconsistent with its fiduciary duties to the shareholders of the Company under applicable Law (such Acquisition Proposal that meets the requirements described above in this Section 6.4(c), a “Qualified Acquisition Proposal”), then, prior to obtaining the Company Stockholder ApprovalAcceptance Time, the Company shall be entitled to may (x) furnish and make available information with respect to the Company and its Subsidiaries to the Person making such Acquisition Proposal (and its Representatives) pursuant to a customary confidentiality agreement containing provisions not less restrictive of such Person than those in the an Acceptable Confidentiality Agreement (as defined in Section 9.76.4(i)(i) hereof); provided, that any non-public information provided that all or made available to any Person given such information has access shall have been previously been provided or made available to Parent or is shall be provided or made available to Parent prior to or substantially concurrent concurrently with the time it is provided or made available to such Person, and (y) participate in discussions or negotiations with the Person making such Acquisition Proposal (and its Representatives) regarding such Acquisition Proposal, in each case commencing one business day after delivery of a written notice ; provided that prior to Parent that it intends to furnish furnishing or making available any such information or enter into participating in any such discussions or negotiations (a “Determination Notice”)with any such Person, if (but only if) the Board of Directors Company shall have advised Parent in writing of the receipt of such Qualified Acquisition Proposal (including the identity of the Person making or submitting such Qualified Acquisition Proposal). The Company has determined in good faith by shall keep Parent informed, on a reasonably current basis, of the date on which status of, and any financial or other changes in, any such Qualified Acquisition Proposal, including providing Parent copies of any correspondence related thereto and proposed documents to effect such Qualified Acquisition Proposal. (d) Neither the Determination Notice is given Company Board nor any committee thereof shall (i) (A) after consultation with withhold, withdraw or qualify (or modify in a financial advisor manner adverse to Parent) the Company Recommendation, the Company Board Determination or the approval of nationally recognized reputationthis Agreement, that the Acquisition Proposal constitutes Merger or would reasonably be expected to lead to a Superior Proposal (defined below) and (B) after consultation with outside legal counsel, that the failure to provide such information or enter into such discussions or negotiations would present a reasonably substantial risk of a breach any of the fiduciary duties of the Company’s Board of Directors to the Company’s stockholders under applicable Law. Without limiting the foregoingother transactions contemplated hereby, it is agreed that take any violation of any provision action (or term in the preceding sentence by any Representative of permit or authorize the Company or any of its Subsidiaries shall or any of its or their respective Representatives to take any action) inconsistent with the Company Board Determination or the Company Recommendation or resolve, agree or propose to take any such actions (each such action set forth in this Section 6.4(d)(i)(A) being referred to herein as an “Adverse Recommendation Change”) or (B) adopt, approve, recommend, endorse or otherwise declare advisable the adoption of any Acquisition Proposal or resolve, agree or propose to take any such actions, (ii) cause or permit the Company to enter into any letter of intent, memorandum of understanding, agreement in principle, acquisition agreement, merger agreement, option agreement, joint venture agreement, partnership agreement or other agreement related to an Acquisition Proposal (each, an “Alternative Acquisition Agreement”), (iii) take any action to render the restrictions on (A) a “control share acquisition” (as defined in Section 302A.011 of the MBCA) set forth in Section 302A.671 of the MBCA or (B) a “business combination” with an “interested shareholder” (each as defined in Section 302A.011 of the MBCA) set forth in Section 302A.673 of the MBCA inapplicable to any transaction included in the definition of Acquisition Proposal or grant any waiver or release under any standstill or similar agreement with respect to any class of equity securities of the Acquired Companies, or (iv) resolve, agree or propose to take any such actions. (e) Notwithstanding Section 6.4(d), at any time prior to the Acceptance Time, if the Company Board determines in good faith (after consultation with outside counsel) that the failure to do so would be inconsistent with its fiduciary duties to the shareholders of the Company under applicable Law and provided that the Company and its Subsidiaries have complied with this Section 6.4, then, prior to the Acceptance Time, the Company Board may solely in response to a Superior Proposal received on or after the date hereof that has not been withdrawn or abandoned and that did not otherwise result from a breach of this Section 6.3(a6.4, make an Adverse Recommendation Change, in which case the Company Board may, if permitted under Section 8.1(d)(ii), cause the Company to terminate this Agreement pursuant to and in accordance with such Section (including payment of the Termination Fee, as defined in Section 8.3(c)(iii) by hereof) and substantially concurrently enter into a binding definitive agreement to effect such Superior Proposal. Neither the Company. Company Board nor any committee thereof shall make an Adverse Recommendation Change or terminate this Agreement pursuant to Section 8.1(d)(ii) or cause the Company to enter into a binding definitive agreement to effect such Superior Proposal unless the Company has first complied with the provisions of Section 6.4(f) and, after so complying, the Company Board determines in good faith (after consultation with outside counsel) that the failure to do so would be inconsistent with its fiduciary duties to the shareholders of the Company under applicable Law and such Acquisition Proposal continues to constitute a Superior Proposal. (f) The Company Board shall not take any action set forth in Section 6.4(e) unless the Company has first (i) provided written notice to Parent (a “Notice of Superior Proposal”) advising Parent that the Company has received a Superior Proposal, specifying the terms and conditions of such Superior Proposal, identifying the Person making such Superior Proposal and providing copies of any agreements intended to effect such Superior Proposal, and the Company Board has made the determination required under Section 6.4(e) (including the basis on which such determination has been made), (ii) negotiated, and caused the Company and its Representatives to negotiate, during the five Business Day period following Parent’s receipt of the Notice of Superior Proposal (the “Notice Period”), in good faith with Parent to enable Parent to make a counteroffer or propose to amend the terms of this Agreement so that such Acquisition Proposal no longer constitutes a Superior Proposal, and (iii) after complying with clauses (i) and (ii), reaffirmed such determination in light of any counteroffer or proposed amendment to the terms of this Agreement; provided, however, that if during the Notice Period any revisions are made to a Superior Proposal and such revisions are material (it being understood and agreed that any change to consideration with respect to such proposal is material), the Company shall deliver a new Notice of Superior Proposal to Parent and shall comply with the requirements of this Section 6.4(f) with respect to such new Notice of Superior Proposal. (g) The Company agrees that it will shall take all actions necessary so that any Adverse Recommendation Change shall not change the necessary steps to promptly inform the Representatives approval of this Agreement or any other approval of the Company Board or any committee thereof in any respect that would have the effect of causing any of the Takeover Laws of any state (including Minnesota) or other similar statutes to be applicable to the transactions contemplated hereby, including the Offer and the Merger. (h) Nothing contained in this Section 6.4 shall prohibit the Company Board from taking and disclosing a position contemplated by Item 1012(a) of Regulation M-A, Rule 14e-2(a) under the Exchange Act or Rule 14d-9 under the Exchange Act or make any other disclosure to the shareholders of the Company if the Company Board has determined, after consultation with outside counsel, that the failure to make such disclosure would be inconsistent with its Subsidiaries fiduciary duties to the shareholders of the Company under applicable Law or that such disclosure is otherwise required by applicable Law; provided, however, that neither the Company nor the Company Board (or any committee thereof) shall be permitted to recommend that the shareholders of the Company tender any securities in connection with any tender or exchange offer (or otherwise approve, endorse or recommend any Acquisition Proposal), unless in each case, in connection therewith, the Company Board effects an Adverse Recommendation Change in accordance with Section 6.4(e); provided further that any such disclosure (other than a “stop, look and listen” communication or similar communication of the type contemplated by Rule 14d-9(f) under the Exchange Act) shall be deemed to be an Adverse Recommendation Change unless the Company Board expressly reaffirms the Company Recommendation and the Company Board Determination and rejects any Acquisition Proposal within three Business Days after such stop, look and listen communication; provided further that any such disclosure that constitutes an Adverse Recommendation Change may only be made in compliance with the terms of this Section 6.4 and the other provisions of this Agreement and shall not limit any of the rights of Parent and Merger Sub or any of the obligations undertaken in of the Company under this Section 6.3 Agreement (including those rights and in obligations under Sections 8.1, 8.2 and 8.3 relating to the Confidentiality termination of this Agreement and the payment of the Termination Fee). (i) For purposes of this Agreement.:

Acquisition Proposals. (a) The Company agrees that neither it nor any of its Subsidiaries nor any of the officers and directors of it or its Subsidiaries shall, and that it shall direct and use its best efforts to cause its and its Subsidiaries' employees, agents and representatives (including any investment banker, attorney or accountant retained by it or any of its Subsidiaries) not to, directly or indirectly, initiate, solicit, encourage or otherwise facilitate any inquiries or the making of any proposal or offer with respect to a merger, reorganization, share exchange, consolidation or similar transaction involving, or any purchase of all or any significant portion of the assets or equity securities of, it or any of its Subsidiaries (any such proposal or offer being hereinafter referred to as an "Acquisition Proposal"). The Company further agrees that neither it nor any of its Subsidiaries nor any of the officers and directors of it or its Subsidiaries shall, and that it shall direct and use its best efforts to cause its and their officers, directors, its Subsidiaries' employees, financial advisorsagents and representatives (including any investment banker, attorneys, accountants and other advisors, representatives and agents (collectively, “Representatives”attorney or accountant retained by it or any of its Subsidiaries) not to, directly or indirectly, engage in any negotiations concerning, or provide any confidential information or data to, or have any discussions with, any Person relating to an Acquisition Proposal, or otherwise facilitate any effort or attempt to make or implement an Acquisition Proposal; provided, however, that nothing contained in this Agreement shall prevent the Company or its Board of Directors from (A) complying with Rules 14d-9 and 14e-2 promulgated under the Exchange Act with regard to an Acquisition Proposal; (B) providing information in response to a request therefor by a Person who has made an unsolicited bona fide written Acquisition Proposal if the Board of Directors takes reasonable steps to protect the confidentiality of such information; (C) engaging in any negotiations or discussions with any Person who has made an unsolicited bona fide written Acquisition Proposal; or (D) recommending such an Acquisition Proposal to the shareholders of the Company, if (i) in each such case referred to in clause (B), (C) or (D) above, the Company reasonably determines in good faith based upon the advice of outside legal counsel to the Company that such action is necessary in order for the Board of Directors of the Company to comply with its fiduciary duties under applicable law, and (ii) in each case referred to in clause (C) or (D) above, the Board of Directors of the Company determines in good faith (after consultation with its financial advisor) that such Acquisition Proposal would, if consummated, result in a transaction more favorable to the Company's shareholders from a financial point of view than the transaction contemplated by this Agreement (any such more favorable Acquisition Proposal being referred to in this Agreement as a "Superior Proposal"). The Company agrees that it will immediately cease and cause to be terminated immediately any existing activities, discussions or negotiations with any Persons that may be ongoing parties conducted heretofore with respect toto any of the foregoing. The Company agrees that it will take the necessary steps to promptly inform the individuals or entities referred to in the first sentence hereof of the obligations undertaken in this Section 7.2. The Company agrees that it will notify Parent immediately if any such inquiries, proposals or offers are received by, any such information is requested from, or that could reasonably any such discussions or negotiations are sought to be expected to lead toinitiated or continued with, an Acquisition Proposal (defined below)any of its representatives indicating, in connection with such notice, the name of such Person and the material terms and conditions of any proposals or offers. The Company also agrees that it will promptly request each Person that has heretofore executed a confidentiality agreement in connection with its consideration of acquiring it or any Acquisition Proposal of its Subsidiaries to return or destroy all confidential information heretofore furnished to such Person by or on behalf of it or any of its Subsidiaries, subject to the terms and conditions of such confidentiality agreements. As of the date hereof and prior to the Effective Time or earlier termination of this Agreement in accordance with Article VIII, the Company shall not, nor shall it permit any of its Subsidiaries to, nor shall it or its Subsidiaries authorize any of their respective Representatives to, and the Company and each Subsidiary shall use their respective reasonable best efforts to cause the Representatives not to, directly or indirectly, (i) initiate, solicit, encourage or take any other action to knowingly facilitate (including by way of furnishing information) any inquiries regarding, or the making of any proposal which constitutes, any Acquisition Proposal, (ii) enter into any agreement, arrangement or understanding related to any Acquisition Proposal or enter into any agreement, arrangement or understanding requiring it to abandon, terminate or fail to consummate the Merger or any other transaction contemplated by this Agreement, (iii) initiate or participate in any way in any negotiations or discussions regarding an Acquisition Proposal or any inquiry or proposal that constitutes, or could reasonably be expected to lead to, an Acquisition Proposal or (iv) amend or grant any waiver or release under any standstill or any similar agreement with respect to any class of the Company’s equity securities; provided, however, that, with respect to a bona fide, unsolicited written Acquisition Proposal made after the date hereof that does not result from a breach of this Section 6.3, at any time prior to obtaining the Company Stockholder Approval, the Company shall be entitled to (x) furnish information with respect to the Company and its Subsidiaries to the Person making such Acquisition Proposal (and its Representatives) pursuant to a customary confidentiality agreement containing provisions not less restrictive of such Person than those in the Confidentiality Agreement (defined in Section 9.7), provided that all such information has previously been provided to Parent or is provided to Parent prior to or substantially concurrent with the time it is provided to such Person, and (y) participate in discussions or negotiations with the Person making such Acquisition Proposal (and its Representatives) regarding such Acquisition Proposal, in each case commencing one business day after delivery of a written notice to Parent that it intends to furnish such information or enter into such discussions or negotiations (a “Determination Notice”), if (but only if) the Board of Directors of the Company has determined in good faith by the date on which the Determination Notice is given (A) after consultation with a financial advisor of nationally recognized reputation, that the Acquisition Proposal constitutes or would reasonably be expected to lead to a Superior Proposal (defined below) and (B) after consultation with outside legal counsel, that the failure to provide such information or enter into such discussions or negotiations would present a reasonably substantial risk of a breach of the fiduciary duties of the Company’s Board of Directors to the Company’s stockholders under applicable Law. Without limiting the foregoing, it is agreed that any violation of any provision or term in the preceding sentence by any Representative of the Company or any of its Subsidiaries shall be a breach of this Section 6.3(a) by the Company. The Company agrees that it will take the necessary steps to promptly inform the Representatives of the Company and its Subsidiaries of the obligations undertaken in this Section 6.3 and in the Confidentiality Agreement.

Acquisition Proposals. (a) The Company shall, and shall direct and cause its Subsidiaries, Subsidiaries and its and their officersits Subsidiaries’ Affiliates, directors, officers, employees, agents, and representatives (including any investment banker, financial advisorsadvisor, attorneysattorney, accountants and accountant, or other advisors, representatives and agents (collectively, “Representatives”representative retained by such Party or any of its Subsidiaries) to, immediately cease and cause to be terminated immediately any activities, discussions discussions, or negotiations with any Persons that may be ongoing Person other than BancShares and FCB with respect toto the possibility, consideration, or that could reasonably be expected to lead to, an Acquisition Proposal (defined below). The Company also agrees that it will promptly request each Person that has heretofore executed a confidentiality agreement in connection with its consideration consummation of any Acquisition Proposal Proposal, and will use its reasonable best efforts to enforce, and will direct and cause its Subsidiaries to use their reasonable best efforts to enforce, any confidentiality, nondisclosure, or similar agreement relating to any Acquisition Proposal, including by requesting any other party or parties thereto to promptly return or destroy all any confidential information heretofore previously furnished to such Person by or on behalf of it the Company Parties or any of its Subsidiaries, subject to the terms and conditions of such confidentiality agreements. As of their Subsidiaries thereunder. (b) From the date hereof and prior to of this Agreement until the earlier of the Effective Time or earlier and the termination of this Agreement in accordance with Article VIIIits terms, the Company shall not, nor and the Company shall it permit direct and cause its Subsidiaries and its and its Subsidiaries’ Affiliates, directors, officers, employees, agents, and representatives (including any investment banker, financial advisor, attorney, accountant, or other representative retained by such Party or any of its Subsidiaries to, nor shall it or its Subsidiaries authorize any of their respective Representatives to, and the Company and each Subsidiary shall use their respective reasonable best efforts to cause the Representatives Subsidiaries) not to, directly or indirectlyindirectly through another Person, (i) solicit, initiate, solicitor knowingly encourage (including by way of furnishing information or assistance), encourage or take any other action to knowingly facilitate (including by way of furnishing information) or that could reasonably be expected to result in any inquiries or discussions regarding, or the making of any proposal which constitutes, any Acquisition Proposal, (ii) enter into any agreement, arrangement or understanding related to any Acquisition Proposal or enter into any agreement, arrangement or understanding requiring it to abandon, terminate or fail to consummate the Merger or any other transaction contemplated by this Agreement, (iii) initiate or participate in any way in any negotiations or discussions regarding an Acquisition Proposal or any inquiry or proposal offer that constitutes, constitutes or could reasonably be expected to lead to, an Acquisition Proposal; (ii) provide any non-public information or data regarding the Company or any of its Subsidiaries to any Person other than the BancShares Parties and their Subsidiaries relating to or in connection with any Acquisition Proposal or any inquiry or indication of interest that could reasonably be expected to lead to an Acquisition Proposal; (iii) participate in any discussions or negotiations or otherwise communicate in any way with any Person other than the BancShares Parties and their Subsidiaries regarding any Acquisition Proposal; (iv) amend approve, endorse, or grant recommend, or execute, enter into, or consummate, any waiver indication of interest, letter of intent, or release under any standstill other Contract (other than a confidentiality or any similar nondisclosure agreement with respect contemplated below in Section 7.1(c)) relating to any class Acquisition Proposal or requiring the Company to abandon, terminate, or fail to consummate the transactions contemplated by this Agreement, or propose to do any of the foregoing; or (v) make or authorize any statement, recommendation, or solicitation in support of any Acquisition Proposal. (c) Notwithstanding Section 7.1(b), the Company may, prior to the approval of this Agreement by the shareholders of the Company in accordance with the Company’s equity securities; providedarticles of incorporation and bylaws and applicable Law, howeverif the Company’s board of directors determines in good faith, thatafter consultation with its outside legal and financial advisors, that the failure to do so would be inconsistent with respect its fiduciary duties under applicable Law, in response to a bona fide, unsolicited written Acquisition Proposal made after the date hereof that does not result from a breach solicited in violation of this Section 6.37.1 above that the Company’s board of directors determines in good faith constitutes or is reasonably likely to result in a Superior Proposal, at any time and subject to providing 48 hours’ prior written notice of its decision to obtaining take such action to the Company Stockholder ApprovalBancShares Parties and identifying the Person making the Acquisition Proposal and all of the material terms and conditions of such Acquisition Proposal and compliance with Section 7.1(d), the Company shall be entitled to (xi) furnish information with respect to the Company and its Subsidiaries to the any Person making such Acquisition Proposal (and its Representatives) pursuant to a customary confidentiality or nondisclosure agreement containing provisions not less restrictive of on terms no more favorable to such Person than those the terms contained in the Confidentiality Agreement (defined in Section 9.7), provided that all which confidentiality agreement shall not provide such information has previously been provided Person the exclusive right to Parent or is provided to Parent prior to or substantially concurrent negotiate with the time it is provided to such Person, Company) and (yii) participate in discussions or negotiations with the such Person making such Acquisition Proposal (and its Representatives) regarding such Acquisition Proposal, in each case commencing one business day after delivery of a written notice . (d) In addition to Parent that it intends to furnish such information or enter into such discussions or negotiations (a “Determination Notice”), if (but only if) the Board of Directors obligations of the Company has determined set forth above, the Company shall promptly (within not more than 24 hours) advise BancShares orally and in good faith by the date on writing of its or any of its Subsidiaries’ receipt of any Acquisition Proposal, or any request for information or inquiry which the Determination Notice is given (A) after consultation with a financial advisor of nationally recognized reputation, that the Acquisition Proposal constitutes or would could reasonably be expected to lead to an Acquisition Proposal, and shall keep BancShares informed, on a Superior Proposal (defined below) and (B) after consultation with outside legal counselcurrent basis, that the failure to provide such information or enter into such discussions or negotiations would present a reasonably substantial risk of a breach of the fiduciary duties of continuing status thereof, including the Company’s Board of Directors material terms and conditions thereof and any changes thereto, and shall provide to the Company’s stockholders under applicable Law. Without limiting the foregoing, it is agreed that any violation BancShares copies of any provision or term in the preceding sentence written materials received by any Representative of the Company or any of its Subsidiaries in connection therewith. Additionally, the Company shall be a breach of contemporaneously provide or make available to BancShares all materials provided or made available to any third party pursuant to this Section 6.3(a7.1 which have not been previously provided or made available to BancShares. (e) Nothing contained in this Agreement shall prohibit the Company or its board of directors from taking and disclosing to the Company’s shareholders a position required by, or otherwise complying with, Rule 14e-2(a) or Rule 14d-9 promulgated under the Exchange Act or Item 1012(a) of Regulation M-A, or from making any disclosure to its’s shareholders required by applicable Law; provided, however, that compliance by the Company. The Company agrees , or its board of directors, with such rules, regulations, or applicable Law shall not in any way limit or modify the effect that it will take the necessary steps any action taken pursuant to promptly inform the Representatives such rules, regulations, or applicable Law has under any other provision of the Company and its Subsidiaries of the obligations undertaken this Agreement. (f) Nothing contained in this Section 6.3 and in 7.1 shall (i) prevent the Confidentiality Company or its board of directors from informing any Person of the Company’s obligations under this Section 7.1 or (ii) prevent the Company’s board of directors from taking the actions permitted by Section 7.7(b) of this Agreement.

Acquisition Proposals. (a) The Company shallLSB will, and shall will cause each of its SubsidiariesSubsidiaries to, and its and their respective officers, directors, employees, financial advisors, attorneys, accountants directors and other advisors, representatives and agents (collectively, “Representatives”including Sandler X’Xxxxx) to, immediately cease and cause to be terminated immediately any activitiesexisting solicitations, discussions or negotiations with any Persons Person that may be ongoing with respect has made or indicated an intention to make an Acquisition Proposal (as defined below). During the period from the date of this Agreement through the Effective Time, LSB shall not terminate, amend, modify or waive any material provision of any confidentiality or similar agreement to which LSB or any of its Subsidiaries is a party (other than any involving ONB). (b) Except as permitted in this Section 5.06, LSB shall not, and shall cause its Subsidiaries and any of their respective directors, officers and representatives (including Sandler X’Xxxxx) not to, (i) solicit, initiate or knowingly encourage or facilitate, or take any other action designed to, or that could reasonably be expected to lead to, an Acquisition Proposal (defined below). The Company also agrees that it will promptly request each Person that has heretofore executed a confidentiality agreement in connection with its consideration of any Acquisition Proposal to return or destroy all confidential information heretofore furnished to such Person by or on behalf of it or any of its Subsidiaries, subject to the terms and conditions of such confidentiality agreements. As of the date hereof and prior to the Effective Time or earlier termination of this Agreement in accordance with Article VIII, the Company shall not, nor shall it permit any of its Subsidiaries to, nor shall it or its Subsidiaries authorize any of their respective Representatives to, and the Company and each Subsidiary shall use their respective reasonable best efforts to cause the Representatives not to, directly or indirectly, (i) initiate, solicit, encourage or take any other action to knowingly facilitate (including by way of furnishing non-public information) any inquiries regarding, or the making of any proposal which constitutes, any with respect to an Acquisition Proposal, or (ii) enter into initiate, participate in or knowingly encourage any agreement, arrangement discussions or understanding related to any Acquisition Proposal negotiations or enter into any agreement, arrangement or understanding requiring it to abandon, terminate or fail to consummate the Merger or any other transaction contemplated by this Agreement, (iii) initiate or participate otherwise knowingly cooperate in any way in with any negotiations or discussions Person regarding an Acquisition Proposal or any inquiry or proposal that constitutes, or could reasonably be expected to lead to, an Acquisition Proposal or (iv) amend or grant any waiver or release under any standstill or any similar agreement with respect to any class of the Company’s equity securitiesProposal; provided, however, that, with respect to a bona fide, unsolicited written Acquisition Proposal made after the date hereof that does not result from a breach of this Section 6.3, at any time prior to obtaining the Company Stockholder Approvalapproval of the Merger by LSB’s shareholders, the Company shall be entitled to (x) furnish information with respect to the Company and its Subsidiaries to the Person making such if LSB receives a bona fide Acquisition Proposal (and its Representatives) pursuant to a customary confidentiality agreement containing provisions not less restrictive of such Person than those in that the Confidentiality Agreement (defined in Section 9.7), provided that all such information has previously been provided to Parent or is provided to Parent prior to or substantially concurrent with the time it is provided to such Person, and (y) participate in discussions or negotiations with the Person making such Acquisition Proposal (and its Representatives) regarding such Acquisition Proposal, in each case commencing one business day after delivery of a written notice to Parent that it intends to furnish such information or enter into such discussions or negotiations (a “Determination Notice”), if (but only if) the LSB Board of Directors of the Company has determined determines in good faith by the date on which the Determination Notice is given (A) after consultation with a financial advisor of nationally recognized reputation, that the Acquisition Proposal constitutes or would reasonably be expected to lead to a Superior Proposal (as defined below) that was not solicited after the date hereof and did not otherwise result from a breach of LSB’s obligations under this Section 5.06, LSB may furnish, or cause to be furnished, non-public information with respect to LSB and its Subsidiaries to the Person who made such proposal (Bprovided that all such information has been provided to ONB prior to or at the same time it is provided to such Person) after and may participate in discussions and negotiations regarding such proposal if (A) the LSB Board of Directors determines in good faith, and following consultation with financial advisors and outside legal counsel, that the failure to provide such information or enter into such discussions or negotiations do so would present a be reasonably substantial risk of likely to result in a breach of the its fiduciary duties of the Companyto LSB’s Board of Directors to the Company’s stockholders shareholders under applicable Lawlaw and (B) prior to taking such action, LSB has used its best reasonable efforts to enter into a confidentiality agreement with respect to such proposal that contains a standstill agreement on customary terms. Without limiting the foregoing, it is agreed that any violation of any provision or term the restrictions contained in the preceding first sentence of this Section 5.06 by any Representative representative (including Sandler X’Xxxxx) of the Company LSB or any of its Subsidiaries shall be a breach of this Section 6.3(a5.06 by LSB. (c) Neither the LSB Board of Directors nor any committee thereof shall (or shall agree or resolve to) (i) fail to make, withdraw or modify in a manner adverse to ONB or propose to withdraw or modify in a manner adverse to ONB (or take any action inconsistent with) the recommendation by such LSB Board of Directors or any such committee of this Agreement or the CompanyMerger, or approve or recommend, or propose to recommend, the approval or recommendation of any Acquisition Proposal (any of the foregoing being referred to herein as an “Adverse Recommendation Change”), or (ii) cause or permit LSB or Bank to enter into any letter of intent, memorandum of understanding, agreement in principle, acquisition agreement, merger agreement, option agreement, joint venture agreement, partnership agreement or other agreement (each, an “Acquisition Agreement”) constituting or related to, or which is intended to or would be reasonably likely to lead to, any Acquisition Proposal (other than a confidentiality agreement referred to in Section 5.06(b)). The Company agrees Notwithstanding the foregoing, at any time prior to the special meeting of LSB’s shareholders to approve the Merger, the LSB Board of Directors may, in response to a Superior Proposal, effect an Adverse Recommendation Change, provided, that the LSB Board of Directors determines in good faith, after consultation with its outside legal counsel and financial advisors, that the failure to do so would be reasonably likely to result in a breach of its fiduciary duties to the shareholders of LSB under applicable Law, and provided, further, that the LSB Board of Directors may not effect such an Adverse Recommendation Change unless (A) the LSB Board shall have first provided prior written notice to ONB (an “Adverse Recommendation Change Notice”) that it will take is prepared to effect an Adverse Recommendation Change in response to a Superior Proposal, which notice shall, in the necessary steps case of a Superior Proposal, attach the most current version of any proposed written agreement or letter of intent relating to promptly inform the Representatives transaction that constitutes such Superior Proposal (it being understood that any amendment to the financial terms or any other material term of such Superior Proposal shall require a new notice and a new five business day period) and (ii) ONB does not make, within five business days after receipt of such notice, a proposal that would, in the reasonable good faith judgment of the Company LSB Board of Directors (after consultation with financial advisors and outside legal counsel), cause the offer previously constituting a Superior Proposal to no longer constitute a Superior Proposal or that the Adverse Recommendation Change is no longer required to comply with the LSB Board’s fiduciary duties to the shareholders of LSB under applicable law. LSB agrees that, during the five business day period prior to its effecting an Adverse Recommendation Change, LSB and its Subsidiaries officers, directors and representatives shall negotiate in good faith with ONB and its officers, directors, and representatives regarding any revisions to the terms of the transactions contemplated by this Agreement proposed by ONB. (d) In addition to the obligations undertaken of LSB set forth in paragraphs (a), (b) and (c) of this Section 5.06, LSB shall as promptly as possible, and in any event within two business days after LSB first obtains knowledge of the receipt thereof, advise ONB orally and in writing of (i) any Acquisition Proposal or any request for information that LSB reasonably believes could lead to or contemplates an Acquisition Proposal or (ii) any inquiry LSB reasonably believes could lead to any Acquisition Proposal, the terms and conditions of such Acquisition Proposal, request or inquiry (including any subsequent amendment or other modification to such terms and conditions) and the identity of the Person making any such Acquisition Proposal or request or inquiry. In connection with any such Acquisition Proposal, request or inquiry, if there occurs or is presented to LSB any offer, material change, modification or development to a previously made offer, letter of intent or any other material development, LSB (or its outside counsel) shall (A) advise and confer with ONB (or its outside counsel) regarding the progress of negotiations concerning any Acquisition Proposal, the material resolved and unresolved issues related thereto and the material terms (including material amendments or proposed amendments as to price and other material terms) of any such Acquisition Proposal, request or inquiry, and (B) promptly upon receipt or delivery thereof provide ONB with true, correct and complete copies of any document or communication related thereto. (e) Nothing contained in this Section 6.3 5.06 shall prohibit LSB from at any time taking and disclosing to its shareholders a position contemplated by Rule 14e-2(a) promulgated under the 1934 Act or from making any other disclosure to its shareholders or in any other regulatory filing if, in the Confidentiality good faith judgment of the LSB Board of Directors, after consultation with its outside counsel, failure to so disclose would be reasonably likely to result in a breach of their or LSB’s obligations under applicable law. (f) For purposes of this Agreement, “Acquisition Proposal” shall mean (i) any inquiry, proposal or offer from any Person or group of Persons (other than as contemplated by this Agreement) relating to, or that could reasonably be expected to lead to, any direct or indirect acquisition or purchase, in one transaction or a series of transactions, of (A) assets or businesses that constitute 20% or more of the revenues, net income or assets of LSB and its Subsidiaries, taken as a whole, or (B) 20% or more of any class of equity securities of LSB or any of its Subsidiaries; (ii) any tender offer or exchange offer that, if consummated, would result in any Person beneficially owning 20% or more of any class of equity securities of LSB or any of its Subsidiaries; (iii) any merger, consolidation, business combination, recapitalization, liquidation, dissolution, joint venture, binding share exchange or similar transaction involving LSB, Bank or any of its other Subsidiaries pursuant to which any Person or the shareholders of any Person would own 20% or more of any class of equity securities of LSB, Bank, or any of LSB’s other Subsidiaries or of any resulting parent company of LSB or Bank; or (iv) any other transaction the consummation of which could reasonably be expected to impede, interfere with, prevent or materially delay the Merger or that could reasonably be expected to dilute materially the benefits to ONB of the transactions contemplated hereby, other than the transactions contemplated hereby. For purposes of this Section 5.06, a “Person” shall include a natural Person, or any legal, commercial, or Governmental Authority, including, a corporation, general partnership, joint venture, limited partnership, limited liability company, trust, business association, group acting in concert, or any Person acting in a representative capacity.

Acquisition Proposals. (a) The Company shallXenith agrees that it will not, and shall will cause its Subsidiaries, Subsidiaries and its and their officers, officers and directors, employeesand will instruct and use reasonable best efforts to cause its and their agents, financial advisors, attorneys, accountants advisors and other advisors, representatives and agents (collectively, “Representatives”) not to, directly or indirectly, (i) initiate, solicit, knowingly encourage or knowingly facilitate inquiries or proposals with respect to any Xenith Acquisition Proposal, (ii) engage or participate in any negotiations with any person concerning any Xenith Acquisition Proposal, (iii) provide any confidential or nonpublic information or data to, have or participate in any discussions with or otherwise cooperate in any way with, any person in connection with any Xenith Acquisition Proposal or (iv) unless this Agreement has been terminated in accordance with its terms, enter into any term sheet, letter of intent, memorandum of understanding, agreement in principle, acquisition agreement, merger agreement or other agreement (other than a confidentiality agreement referred to and entered into in accordance with Section 6.12(b)) relating to any Xenith Acquisition Proposal. Xenith will, and will use its reasonable best efforts to cause its Representatives to, immediately cease and cause to be terminated immediately any activities, discussions or negotiations conducted before the date of this Agreement with any Persons that person other than HRB regarding any Xenith Acquisition Proposal. (b) Notwithstanding Section 6.12(a), prior to the receipt of the Requisite Xenith Vote, in the event Xenith receives an unsolicited bona fide written Xenith Acquisition Proposal, it may, and may permit its Subsidiaries and its and its Subsidiaries’ Representatives to, provide or cause to be ongoing provided confidential or nonpublic information or data to and engage or participate in negotiations or discussions with the person making the Xenith Acquisition Proposal and such person’s Representatives if its Board of Directors concludes in its good faith business judgment (after receiving the advice of its outside counsel, and with respect toto financial matters its financial advisors) that failure to take such actions would be more likely than not to result in a violation of its fiduciary duties under applicable law; provided that prior to providing any confidential or nonpublic information permitted to be provided pursuant to this Section 6.12(b), Xenith shall have entered into a confidentiality agreement with such third party on terms no less favorable to it in the aggregate than the Confidentiality Agreement, which confidentiality agreement shall not provide such person with any exclusive right to negotiate with Xenith. Xenith will promptly (within twenty-four (24) hours) advise HRB following Xenith’s receipt of any such Xenith Acquisition Proposal or that any inquiry which could reasonably be expected to lead toto a Xenith Acquisition Proposal, an and the substance thereof (including the material terms and conditions of the Xenith Acquisition Proposal (defined belowand the identity of the person making such inquiry or Xenith Acquisition Proposal). The Company also agrees that it , and will promptly request each Person that has heretofore executed a confidentiality agreement in connection with its consideration keep HRB apprised of any related developments, discussions and negotiations on a current basis, including any amendments to or revisions of the terms of such inquiry or Xenith Acquisition Proposal Proposal. Xenith shall enforce any existing confidentiality agreements to return or destroy all confidential information heretofore furnished to such Person by or on behalf of which it or any of its Subsidiaries, subject to the terms and conditions of such confidentiality agreements. As of the date hereof and prior to the Effective Time or earlier termination of this Agreement Subsidiaries is a party in accordance with Article VIII, the Company shall terms thereof. (c) HRB agrees that it will not, nor shall it permit any of and will cause its Subsidiaries to, nor shall it or and its Subsidiaries authorize any of and their respective Representatives toofficers and directors, and the Company will instruct and each Subsidiary shall use their respective reasonable best efforts to cause the its Representatives not to, directly or indirectly, (i) initiate, solicit, knowingly encourage or take any other action to knowingly facilitate (including by way of furnishing information) inquiries or proposals with respect to any inquiries regarding, or the making of any proposal which constitutes, any HRB Acquisition Proposal, (ii) enter into engage or participate in any agreement, arrangement or understanding related to negotiations with any person concerning any HRB Acquisition Proposal or enter into any agreement, arrangement or understanding requiring it to abandon, terminate or fail to consummate the Merger or any other transaction contemplated by this AgreementProposal, (iii) initiate provide any confidential or nonpublic information or data to, have or participate in any way discussions with or otherwise cooperate in any negotiations or discussions regarding an Acquisition Proposal or way with, any inquiry or proposal that constitutes, or could reasonably be expected to lead to, an person in connection with any HRB Acquisition Proposal or (iv) amend unless this Agreement has been terminated in accordance with its terms, enter into any term sheet, letter of intent, memorandum of understanding, agreement in principle, acquisition agreement, merger agreement or grant other agreement (other than a confidentiality agreement referred to and entered into in accordance with Section 6.12(d)) relating to any waiver HRB Acquisition Proposal. HRB will, and will use its reasonable best efforts to cause its Representatives to, immediately cease and cause to be terminated any activities, discussions or release under negotiations conducted before the date of this Agreement with any standstill person other than Xenith regarding any HRB Acquisition Proposal. (d) Notwithstanding Section 6.12(c), prior to the receipt of the Requisite HRB Vote, in the event HRB receives an unsolicited bona fide written HRB Acquisition Proposal, it may, and may permit its Subsidiaries and its and its Subsidiaries’ Representatives to, provide or any similar agreement cause to be provided confidential or nonpublic information or data to and engage or participate in negotiations or discussions with the person making the HRB Acquisition Proposal and such person’s Representatives if its Board of Directors concludes in its good faith business judgment (after receiving the advice of its outside counsel, and with respect to any class financial matters, its financial advisors) that failure to take such actions would be more likely than not to result in a violation of the Company’s equity securitiesits fiduciary duties under applicable law; provided, howeverthat prior to providing any confidential or nonpublic information permitted to be provided pursuant to this Section 6.12(d), thatHRB shall have entered into a confidentiality agreement with such third party on terms no less favorable to it in the aggregate than the Confidentiality Agreement, which confidentiality agreement shall not provide such person with respect any exclusive right to a bona fide, unsolicited written negotiate with HRB. HRB will promptly (within twenty-four (24) hours) advise Xenith following HRB’s receipt of any such HRB Acquisition Proposal made after the date hereof that does not result from a breach of this Section 6.3, at or any time prior to obtaining the Company Stockholder Approval, the Company shall be entitled to (x) furnish information with respect to the Company and its Subsidiaries to the Person making such Acquisition Proposal (and its Representatives) pursuant to a customary confidentiality agreement containing provisions not less restrictive of such Person than those in the Confidentiality Agreement (defined in Section 9.7), provided that all such information has previously been provided to Parent or is provided to Parent prior to or substantially concurrent with the time it is provided to such Person, and (y) participate in discussions or negotiations with the Person making such Acquisition Proposal (and its Representatives) regarding such Acquisition Proposal, in each case commencing one business day after delivery of a written notice to Parent that it intends to furnish such information or enter into such discussions or negotiations (a “Determination Notice”), if (but only if) the Board of Directors of the Company has determined in good faith by the date on inquiry which the Determination Notice is given (A) after consultation with a financial advisor of nationally recognized reputation, that the Acquisition Proposal constitutes or would could reasonably be expected to lead to a Superior Proposal HRB Acquisition Proposal, and the substance thereof (defined below) including the material terms and (B) after consultation with outside legal counsel, that the failure to provide such information or enter into such discussions or negotiations would present a reasonably substantial risk of a breach conditions of the fiduciary duties HRB Acquisition Proposal and the identity of the Company’s Board of Directors to the Company’s stockholders under applicable Law. Without limiting the foregoingperson making such inquiry or HRB Acquisition Proposal), it is agreed that any violation and will keep Xenith apprised of any provision related developments, discussions and negotiations on a current basis, including any amendments to or term in the preceding sentence by any Representative revisions of the Company terms of such inquiry or HRB Acquisition Proposal. HRB shall enforce any existing confidentiality agreements to which it or any of its Subsidiaries shall be is a breach of this Section 6.3(a) by party in accordance with the Company. The Company agrees that it will take the necessary steps to promptly inform the Representatives of the Company and its Subsidiaries of the obligations undertaken in this Section 6.3 and in the Confidentiality Agreementterms thereof.

Acquisition Proposals. (a) The Notwithstanding any other provision of this Agreement to the contrary, during the period beginning on the date of this Agreement and continuing until 11:59 p.m. New York City time on August 18, 2007 (the “No-Shop Period Start Time”), the Company and its Subsidiaries and their respective officers, directors, employees and other Representatives shall have the right to: (i) initiate, solicit and encourage, whether publicly or otherwise, Acquisition Proposals, including by way of providing access to non-public information pursuant to one or more confidentiality agreements; provided that (A) the Company shall promptly provide to Parent any material non-public information concerning the Company or its Subsidiaries that is provided to any Person given such access which was not previously provided to Parent and (B) the Company shall not disclose (and shall not permit any of its Representatives to disclose) the terms of the Financing Commitments to any Person, except to the extent such terms are otherwise publicly available; and (ii) enter into and maintain discussions or negotiations with respect to Acquisition Proposals or otherwise cooperate with or assist or participate in, or facilitate any such inquiries, proposals, discussions or negotiations. (b) During the period from the No-Shop Period Start Time to the Effective Time or the date, if any, on which this Agreement is earlier terminated pursuant to Section 8.1, the Company will not, and will cause its Subsidiaries not to, and will use its reasonable best efforts to cause the Company’s and its Subsidiaries’ respective officers, directors, employees and other Representatives not to, (i) initiate or solicit or knowingly encourage, directly or indirectly, any inquiries with respect to, or the making of, any Acquisition Proposal or (ii) except as permitted below, (A) engage in negotiations or discussions with, or furnish access to its properties, books and records or provide any information or data to, any Person relating to an Acquisition Proposal, (B) approve, endorse or recommend, or propose publicly to approve, endorse or recommend, any Acquisition Proposal or (C) execute or enter into any letter of intent, agreement in principle, merger agreement, acquisition agreement or other similar agreement relating to any Acquisition Proposal (other than a confidentiality agreement in connection with the actions contemplated by Section 6.3(c)). Except with respect to any written offer or proposal that constituted an Acquisition Proposal made during the period beginning on the date of this Agreement and ending at the No-Shop Period Start Time, from and after the No-Shop Period Start Time, the Company shall, and shall cause direct each of its Subsidiaries, and its and their officers, directors, employees, financial advisors, attorneys, accountants and other advisors, representatives and agents (collectively, “Representatives”) Representatives to, immediately cease and cause to be terminated immediately any activitiessolicitations, discussions or negotiations with any Persons Person (other than Parent or Sub) that has made or indicated an intention to make an Acquisition Proposal. (c) Notwithstanding anything to the contrary in this Agreement, following the No-Shop Period Start Time and at any time prior to obtaining the Company Requisite Vote, in the event that the Company receives an unsolicited written Acquisition Proposal, the Company and its board of directors may be ongoing with respect participate in discussions or negotiations (including, as a part thereof, making any counterproposal) with, or furnish any information and access to, any Person making such Acquisition Proposal and its Representatives or potential sources of financing if the Company’s board of directors determines in good faith, after consultation with its counsel and financial advisor, that could such Person is reasonably be expected likely to lead to, submit to the Company an Acquisition Proposal (defined below)that is a Superior Proposal. The In addition, nothing herein shall restrict the Company also agrees that it will promptly request each Person that has heretofore executed a confidentiality agreement in connection from complying with its consideration of disclosure obligations with regard to any Acquisition Proposal to return or destroy all confidential information heretofore furnished to such Person by or on behalf of it or any of its Subsidiaries, subject to under applicable Law. (d) From and after the terms and conditions of such confidentiality agreements. As of the date hereof and prior to the Effective Time or earlier termination of this Agreement in accordance with Article VIIINo-Shop Period Start Time, the Company shall not, nor shall it permit will promptly (and in any event within 48 hours) notify Parent of its Subsidiaries to, nor shall it or its Subsidiaries authorize any of their respective Representatives to, and the receipt by the Company and each Subsidiary shall use their respective reasonable best efforts to cause the Representatives not to, directly or indirectly, (i) initiate, solicit, encourage or take any other action to knowingly facilitate (including by way of furnishing information) any inquiries regarding, or the making of any proposal which constitutes, any Acquisition Proposal, which notice shall include the material terms of and identity of the Person(s) making such Acquisition Proposal. From and after the No-Shop Period Start Time, the Company will keep Parent reasonably informed of the status and details of any such Acquisition Proposal and of any material amendments or proposed material amendments thereto and will promptly notify Parent of any determination by the Company’s board of directors that such Acquisition Proposal constitutes a Superior Proposal. (iie) enter into any agreementFrom and after the No-Shop Period Start Time, arrangement the board of directors of the Company shall not (i) approve, endorse or understanding related to any Acquisition recommend a Superior Proposal or enter into any agreement, arrangement or understanding requiring it to abandon, terminate or fail to consummate the Merger or any other transaction contemplated by this Agreement, (iii) initiate or participate in any way in any negotiations or discussions regarding an Acquisition Proposal or any inquiry or proposal that constitutes, or could reasonably be expected to lead to, an Acquisition Proposal or (iv) amend or grant any waiver or release under any standstill or any similar a definitive agreement with respect to any class of a Superior Proposal or (ii) modify or amend in a manner adverse to Parent or withdraw the Company’s equity securitiesCompany Recommendation ((i) or (ii) above being referred to as an “Change in Recommendation”); provided, however, that, with respect to a bona fide, unsolicited written Acquisition Proposal made after that the date hereof that does not result from a breach board of this Section 6.3directors of the Company may, at any time prior to obtaining the Company Stockholder ApprovalRequisite Vote, make a Change in Recommendation if (i) the board of directors of the Company determines, in good faith (after consultation with its counsel), that the failure to take such action would be reasonably likely to violate the directors’ fiduciary duties under applicable Law or (ii) in response to a Superior Proposal. (f) Notwithstanding anything to the contrary contained in this Agreement, from and after the No-Shop Period Start Time, the Company shall be entitled may not make a Change in Recommendation unless (i) it notifies Parent in writing of its intention to take such action at least three (x3) furnish information Business Days prior to taking such action, specifying the material terms of any applicable Superior Proposal and identifying the Person(s) making such Superior Proposal, and (ii) with respect to clause (i) of the definition of “Change in Recommendation,” Parent does not make, after being provided with reasonable opportunity to negotiate with the Company and its Subsidiaries to the Person making Representatives, within such Acquisition Proposal three (and its Representatives3) pursuant to a customary confidentiality agreement containing provisions not less restrictive of such Person than those in the Confidentiality Agreement (defined in Section 9.7)Business Day period, provided an offer that all such information has previously been provided to Parent or is provided to Parent prior to or substantially concurrent with the time it is provided to such Person, and (y) participate in discussions or negotiations with the Person making such Acquisition Proposal (and its Representatives) regarding such Acquisition Proposal, in each case commencing one business day after delivery of a written notice to Parent that it intends to furnish such information or enter into such discussions or negotiations (a “Determination Notice”), if (but only if) the Board of Directors of the Company has determined determines, in good faith by the date on which the Determination Notice is given (A) after consultation with a its counsel and financial advisor of nationally recognized reputationadvisors, that the Acquisition Proposal constitutes or would reasonably be expected to lead to a Superior Proposal (defined below) and (B) after consultation with outside legal counsel, that the failure to provide such information or enter into such discussions or negotiations would present a reasonably substantial risk of a breach of the fiduciary duties of the Company’s Board of Directors is at least as favorable to the Company’s stockholders under applicable Law. Without limiting the foregoing, it is agreed that any violation of any provision or term in the preceding sentence by any Representative of the Company or any of its Subsidiaries shall be a breach of this Section 6.3(a) by the Company. The Company agrees that it will take the necessary steps to promptly inform the Representatives of the Company and its Subsidiaries of the obligations undertaken in this Section 6.3 and in the Confidentiality Agreementas such Superior Proposal.

Acquisition Proposals. (a) The Company agrees that, except as expressly permitted hereby, during the Pre-Closing Period, neither it nor any of its Subsidiaries nor any of the officers and directors of it or its Subsidiaries shall, and that it shall use its reasonable best efforts to instruct and cause its Subsidiaries, and its and their officers, directors, Subsidiaries’ employees, financial advisorsagents, investment bankers, attorneys, accountants and other advisorsrepresentatives (such employees, representatives agents, investment bankers, attorneys, accountants and agents (other representatives, collectively, “Representatives”) to, immediately cease and cause to be terminated immediately any activities, discussions or negotiations with any Persons that may be ongoing with respect to, or that could reasonably be expected to lead to, an Acquisition Proposal (defined below). The Company also agrees that it will promptly request each Person that has heretofore executed a confidentiality agreement in connection with its consideration of any Acquisition Proposal to return or destroy all confidential information heretofore furnished to such Person by or on behalf of it or any of its Subsidiaries, subject to the terms and conditions of such confidentiality agreements. As of the date hereof and prior to the Effective Time or earlier termination of this Agreement in accordance with Article VIII, the Company shall not, nor shall it permit any of its Subsidiaries to, nor shall it or its Subsidiaries authorize any of their respective Representatives to, and the Company and each Subsidiary shall use their respective reasonable best efforts to cause the Representatives not to, directly or indirectly, (i) initiate, solicit, solicit or knowingly encourage or take any other action to knowingly facilitate (including by way of furnishing information) any inquiries regarding, or the making of any proposal which constitutes, any Acquisition Proposal, (ii) enter into any agreement, arrangement or understanding related to any Acquisition Proposal or enter into any agreement, arrangement or understanding requiring it to abandon, terminate or fail to consummate the Merger or any other transaction contemplated by this Agreement, (iii) initiate or participate in any way in any negotiations or discussions regarding an Acquisition Proposal or any inquiry or proposal offer that constitutes, or could reasonably be expected to lead to, any Acquisition Proposal (as defined below) or (ii) engage in, continue or otherwise participate in, any discussions or negotiations concerning, or provide any confidential information or data to any Person for the purpose of encouraging or facilitating, an Acquisition Proposal Proposal, or otherwise facilitate knowingly any effort or attempt to make an Acquisition Proposal. For purposes of this Agreement, the term “Acquisition Proposal” shall mean (i) any proposal or offer for a merger, consolidation, dissolution, tender offer, recapitalization, reorganization, share exchange, business combination or similar transaction involving the Company or (ivii) amend any proposal or grant offer to acquire in any waiver manner, directly or release under any standstill indirectly, over 15% of the equity securities or any similar agreement with respect to any class consolidated total assets (including, without limitation, equity securities of its Subsidiaries) of the Company’s equity securities; provided, howeverin each case other than the transactions contemplated by this Agreement. Notwithstanding anything to the contrary set forth in this Agreement, thatprior to the adoption of this Agreement at the Company Meeting (the “Specified Time”), with respect the Company may (A) provide information in response to a request therefor by a Person who has made an unsolicited bona fide, unsolicited fide written Acquisition Proposal made after (as defined above, but substituting 50% for 15%, except in the date hereof case of an asset sale, in which case “all or substantially all” shall be substituted for 15%) that does did not result from a breach of this Section 6.3, at any time prior 7.2(a) and subject to obtaining compliance with Section 7.2(b) if the Company Stockholder Approval, the Company shall be entitled to (x) furnish information with respect to the Company and its Subsidiaries to Board receives from the Person making so requesting such Acquisition Proposal (and its Representatives) pursuant to a customary information an executed confidentiality agreement containing provisions on terms not less restrictive of such Person the other party than those contained in the Confidentiality Agreement (defined and promptly discloses (and if applicable, provides copies of) any such information to Parent to the extent not previously provided to Parent) or (B) engage in Section 9.7or participate in any negotiations or discussions with any Person who has made such an Acquisition Proposal, if and only to the extent that, (x) in each such case referred to in clause (A) or (B), provided the Company Board determines in good faith after consultation with outside legal counsel that all failure to take such information has previously been provided to Parent or is provided to Parent prior to or substantially concurrent action would be inconsistent with the time it is provided to such Personfiduciary obligations of the Company Board under applicable Law, and (y) participate with respect to clause (B) above, the Company Board determines in discussions or negotiations good faith (after consultation with the Person making its outside counsel and financial advisor) that such Acquisition Proposal (1) if accepted, is reasonably likely to be consummated, taking into account all legal, financial, regulatory and its Representatives) regarding other aspects of the proposal and the Person making the proposal, and if consummated, would result in a transaction more favorable to the holders of Company Common Stock from a financial point of view than the transaction contemplated by this Agreement (any such more favorable Acquisition Proposal, Proposal being referred to in each case commencing one business day after delivery of a written notice to Parent that it intends to furnish such information or enter into such discussions or negotiations (this Agreement as a “Determination NoticeSuperior Proposal”), if ) or (but only if2) the Board of Directors of the Company has determined in good faith by the date on which the Determination Notice is given (A) after consultation with a financial advisor of nationally recognized reputation, that the Acquisition Proposal constitutes or would reasonably be expected likely to lead to a Superior Proposal (defined below) and (B) after consultation with outside legal counsel, that the failure to provide such information or enter into such discussions or negotiations would present a reasonably substantial risk of a breach of the fiduciary duties of the Company’s Board of Directors to the Company’s stockholders under applicable Law. Without limiting the foregoing, it is agreed that any violation of any provision or term in the preceding sentence by any Representative of the Company or any of its Subsidiaries shall be a breach of this Section 6.3(a) by the Company. The Company agrees that it will take the necessary steps to promptly inform the Representatives of the Company and its Subsidiaries of the obligations undertaken in this Section 6.3 and in the Confidentiality AgreementProposal.

Acquisition Proposals. (a) The Company agrees that neither it nor any of its Subsidiaries nor any of the officers and directors of it or its Subsidiaries shall and that it shall direct and use its best efforts to cause its and its Subsidiaries' Representatives (as defined below) not to, directly or indirectly, initiate, solicit, encourage or otherwise facilitate any inquiries or the making of any proposal or offer with respect to a merger, reorganization, share exchange, consolidation or similar transaction involving it, or any purchase of, or tender offer for, 15% or more of the equity securities of it or any of its Subsidiaries or 15% or more of its and its Subsidiaries' assets (based on the fair market value thereof) taken as a whole (any such proposal or offer being hereinafter referred to as an "Acquisition Proposal"). The Company further agrees that neither it nor any of its Subsidiaries nor any of the officers and directors of it or its Subsidiaries shall, and that it shall direct and use its best efforts to cause its SubsidiariesRepresentatives not to, directly or indirectly, have any discussions with or provide any confidential information or data to any Person relating to an Acquisition Proposal or engage in any negotiations concerning an Acquisition Proposal, or otherwise facilitate any effort or attempt to make or implement an Acquisition Proposal; provided, however, that nothing contained in this Agreement shall prevent the Company or its board of directors from (A) complying with Rule 14e-2 promulgated under the Exchange Act with regard to an Acquisition Proposal; (B) making any disclosure to the Company's shareholders if, in the good faith judgment of the board of directors of the Company, failure so to disclose would be inconsistent with its obligations under applicable law; (C) engaging in any discussions or negotiations with or providing any information to, any Person in response to a bona fide written Acquisition Proposal by any such Person received after the date hereof that was not solicited by the Company after the date hereof; or (D) recommending such an Acquisition Proposal to the shareholders of the Company if and only to the extent that, in such case referred to in clause (C) or (D), the board of directors of the Company concludes in good faith (after consultation with its financial advisor) that such Acquisition Proposal is reasonably capable of being completed, taking into account all legal, financial, regulatory and other aspects of the proposal and the Person making the proposal, and its and their officerswould, directorsif consummated, employees, result in a transaction more favorable to the Company's shareholders from a financial advisors, attorneys, accountants and other advisors, representatives and agents point of view than the transaction contemplated by this Agreement (collectively, “Representatives”) to, any such more favorable Acquisition Proposal being referred to in this Agreement as a "Superior Proposal"). The Company agrees that it will immediately cease and cause to be terminated immediately any existing activities, discussions or negotiations with any Persons that may be ongoing parties conducted heretofore with respect to, or that could reasonably be expected to lead to, an any Acquisition Proposal (defined below)Proposal. The Company also agrees that it will promptly request each Person that has heretofore executed a confidentiality agreement in connection with its consideration of any Acquisition Proposal to return or destroy all confidential information heretofore furnished to such Person by or on behalf of it or any of its Subsidiaries, subject to the terms and conditions of such confidentiality agreements. As of the date hereof and prior to the Effective Time or earlier termination of this Agreement in accordance with Article VIII, the Company shall not, nor shall it permit any of its Subsidiaries to, nor shall it or its Subsidiaries authorize any of their respective Representatives to, and the Company and each Subsidiary shall use their respective reasonable best efforts to cause the Representatives not to, directly or indirectly, . (ib) initiate, solicit, encourage or take any other action to knowingly facilitate (including by way of furnishing information) any inquiries regarding, or the making of any proposal which constitutes, any Acquisition Proposal, (ii) enter into any agreement, arrangement or understanding related to any Acquisition Proposal or enter into any agreement, arrangement or understanding requiring it to abandon, terminate or fail to consummate the Merger or any other transaction contemplated by this Agreement, (iii) initiate or participate in any way in any negotiations or discussions regarding an Acquisition Proposal or any inquiry or proposal that constitutes, or could reasonably be expected to lead to, an Acquisition Proposal or (iv) amend or grant any waiver or release under any standstill or any similar agreement with respect to any class of the Company’s equity securities; provided, however, that, with respect to a bona fide, unsolicited written Acquisition Proposal made after the date hereof that does not result from a breach of this Section 6.3, at any time prior to obtaining the Company Stockholder Approval, the Company shall be entitled to (x) furnish information with respect to the Company and its Subsidiaries to the Person making such Acquisition Proposal (and its Representatives) pursuant to a customary confidentiality agreement containing provisions not less restrictive of such Person than those in the Confidentiality Agreement (defined in Section 9.7), provided that all such information has previously been provided to Parent or is provided to Parent prior to or substantially concurrent with the time it is provided to such Person, and (y) participate in discussions or negotiations with the Person making such Acquisition Proposal (and its Representatives) regarding such Acquisition Proposal, in each case commencing one business day after delivery of a written notice to Parent that it intends to furnish such information or enter into such discussions or negotiations (a “Determination Notice”), if (but only if) the Board of Directors of the Company has determined in good faith by the date on which the Determination Notice is given (A) after consultation with a financial advisor of nationally recognized reputation, that the Acquisition Proposal constitutes or would reasonably be expected to lead to a Superior Proposal (defined below) and (B) after consultation with outside legal counsel, that the failure to provide such information or enter into such discussions or negotiations would present a reasonably substantial risk of a breach of the fiduciary duties of the Company’s Board of Directors to the Company’s stockholders under applicable Law. Without limiting the foregoing, it is agreed that any violation of any provision or term in the preceding sentence by any Representative of the Company or any of its Subsidiaries shall be a breach of this Section 6.3(a) by the Company. The Company agrees that it will take the necessary steps to promptly inform the Representatives of individuals or entities referred to in the Company and its Subsidiaries first sentence hereof of the obligations undertaken in this Section 6.3 6.2. The Company agrees that it will notify Keystone promptly if any such inquiries, proposals or offers are received by, any such information is requested from, or any such discussions or negotiations are sought to be initiated or continued with, any of the Company's Representatives indicating, in connection with such notice, the name of such Person and in the Confidentiality Agreementmaterial terms and conditions of any proposals or offers and thereafter shall keep Keystone informed, on a current basis, of the status and material terms of any such proposals or offers and the status of any such discussions or negotiations.

Acquisition Proposals. (a) The Company shall, and shall cause its Subsidiaries, and its and their officers, directors, employees, financial advisors, attorneys, accountants and other advisors, representatives and agents (collectively, “Representatives”) to, immediately cease and cause From the date of this Agreement until the earlier to be terminated immediately any activities, discussions or negotiations with any Persons that may be ongoing with respect to, or that could reasonably be expected to lead to, an Acquisition Proposal (defined below). The Company also agrees that it will promptly request each Person that has heretofore executed a confidentiality agreement in connection with its consideration of any Acquisition Proposal to return or destroy all confidential information heretofore furnished to such Person by or on behalf of it or any of its Subsidiaries, subject to the terms and conditions of such confidentiality agreements. As occur of the date hereof and prior to Closing or the Effective Time or earlier termination of this Agreement in accordance with Article VIIIits terms, the Company shall not, nor and shall it not authorize or permit any of its Subsidiaries toor any of its Subsidiaries’ officers, nor shall it directors or employees or any investment banker, financial advisor, attorney, accountant or other representative retained by the Company or any of its Subsidiaries authorize any of their respective Representatives to, and the Company and each Subsidiary shall use their respective reasonable best efforts to cause the Representatives not to, directly or indirectly, (i) initiate, solicit, encourage initiate or encourage, or take any other action to knowingly facilitate (including by way of furnishing information) facilitate, any inquiries regardinginquiries, discussions or the making of any proposal which constitutes, any that constitutes or could reasonably be expected to lead to an Acquisition Proposal, (ii) furnish any information or data regarding the Company or any of its Subsidiaries to any person in connection with or in response to an Acquisition Proposal or an inquiry or indication of interest that would reasonably be expected to lead to an Acquisition Proposal, (iii) continue or otherwise participate in any discussions or negotiations, or otherwise communicate in any way with any person (other than Purchaser), regarding an Acquisition Proposal, (iv) approve, endorse or recommend any Acquisition Proposal, or (v) enter into or consummate any agreement, arrangement or understanding related to contemplating any Acquisition Proposal or enter into any agreement, arrangement or understanding requiring it the Company to abandon, terminate or fail to consummate the Merger or any other transaction transactions contemplated by this Agreement, (iii) initiate or participate in any way in any negotiations or discussions regarding an Acquisition Proposal or any inquiry or proposal that constitutes, or could reasonably be expected to lead to, an Acquisition Proposal or (iv) amend or grant any waiver or release under any standstill or any similar agreement with respect to any class of the Company’s equity securities; provided, however, that, with respect to a bona fide, unsolicited written Acquisition Proposal made after the date hereof that does not result from a breach of this Section 6.3, at any time prior to obtaining the Company Stockholder Approval, the Company shall be entitled to (x) furnish information with respect to the Company and its Subsidiaries to the Person making such Acquisition Proposal (and its Representatives) pursuant to a customary confidentiality agreement containing provisions not less restrictive of such Person than those in the Confidentiality Agreement (defined in Section 9.7), provided that all such information has previously been provided to Parent or is provided to Parent prior to or substantially concurrent with the time it is provided to such Person, and (y) participate in discussions or negotiations with the Person making such Acquisition Proposal (and its Representatives) regarding such Acquisition Proposal, in each case commencing one business day after delivery of a written notice to Parent that it intends to furnish such information or enter into such discussions or negotiations (a “Determination Notice”), if (but only if) the Board of Directors of the Company has determined in good faith by the date on which the Determination Notice is given (A) after consultation with a financial advisor of nationally recognized reputation, that the Acquisition Proposal constitutes or would reasonably be expected to lead to a Superior Proposal (defined below) and (B) after consultation with outside legal counsel, that the failure to provide such information or enter into such discussions or negotiations would present a reasonably substantial risk of a breach of the fiduciary duties of the Company’s Board of Directors to the Company’s stockholders under applicable Lawhereby. Without limiting the foregoing, it is agreed understood that any violation of any provision or term the restrictions set forth in the preceding sentence by any Representative officer, director or employee of the Company or any of the Subsidiaries or any investment banker, financial advisor, attorney, accountant or other representative retained by the Company or any of its Subsidiaries shall be deemed to be a breach of this Section 6.3(a) 5.1 by the Company. The Notwithstanding the foregoing, prior to the adoption and approval of this Agreement by the Company’s stockholders at a meeting of the stockholders of the Company, this Section 5.1(a) shall not prohibit the Company agrees that it will take the necessary steps to promptly inform the Representatives of from furnishing nonpublic information regarding the Company and its Subsidiaries to, or entering into discussions with, any person in response to an Acquisition Proposal that is submitted to the Company by such person (and not withdrawn) if (1) the Acquisition Proposal constitutes or is reasonably expected to result in a Superior Proposal, (2) the Company has not breached any of the obligations undertaken covenants set forth in this Section 6.3 5.1, (3) the Company’s Board of Directors determines in good faith, after consultation with and based upon the advice of its outside legal counsel, that such action is required in order for the Board of Directors to comply with its fiduciary obligations to the Company’s stockholders under applicable law, and (4) at least two (2) Business Days prior to furnishing any nonpublic information to, or entering into discussions with, such person, the Company gives Purchaser written notice of the identity of such person and of the Company’s intention to furnish nonpublic information to, or enter into discussions with, such person and the Company receives from such person an executed confidentiality agreement on terms no more favorable to such person than the confidentiality agreement between Purchaser and the Company. (b) The Company will notify Purchaser immediately orally (within one (1) calendar day) and in writing (within three (3) calendar days) of receipt of any Acquisition Proposal, any request for non-public information that could reasonably be expected to lead to an Acquisition Proposal, or any inquiry with respect to or that could reasonably be expected to lead to an Acquisition Proposal, including, in each case, the Confidentiality Agreementidentity of the person making such Acquisition Proposal, request or inquiry and the terms and conditions thereof, and shall provide to Purchaser any written materials received by the Company or any of its Subsidiaries in connection therewith. The Company will keep Purchaser informed of any developments with respect to any such Acquisition Proposal, request or inquiry immediately orally (within one (1) calendar day) and in writing (within three (3) calendar days) upon the occurrence thereof. (c) The Company will immediately cease and cause to be terminated any existing activities, discussions or negotiations with any parties conducted prior to the date of this Agreement with respect to any of the foregoing. The Company shall not release any third party from, or waive any provisions of, any confidentiality agreements or standstill agreement to which it or any of its Subsidiaries is a party.

Acquisition Proposals. (a) The From and after the date hereof until the earlier of the termination of the Merger Agreement pursuant to Article VIII thereof and the Company shallMerger Effective Time, subject to Section 8, each of the Stockholders hereby agrees that it shall not, and it shall instruct and use its reasonable best efforts to cause its Representatives not to, directly or indirectly: (1) initiate, solicit, propose or knowingly encourage or knowingly facilitate any inquiries or the making of any proposal or offer that constitutes, or would reasonably be expected to lead to, any Acquisition Proposal; (2) engage in, continue or otherwise participate in any discussions or negotiations regarding, or provide any nonpublic information or data to any Person or Group relating to, any Acquisition Proposal or any inquiry, proposal or offer that would reasonably be expected to lead to an Acquisition Proposal (other than to state that the terms of this Section 4.1 prohibit such discussions); (3) furnish to any Person (other than Parent or any of its Affiliates) any non-public information relating to the Company or any of its Subsidiaries or afford to any such Person access to the business, properties, assets, books, records or other non-public information, or to any personnel, of the Company and its Subsidiaries, and its and their officers, directors, employees, financial advisors, attorneys, accountants and other advisors, representatives and agents (collectively, “Representatives”) to, immediately cease and cause in any such case with the intent to be terminated immediately any activities, discussions or negotiations with any Persons that may be ongoing with respect toinduce, or that could reasonably be expected to result in, the making, submission or announcement of, an Acquisition Proposal; (4) approve, endorse or recommend any proposal that constitutes or would reasonably be expected to lead to, an Acquisition Proposal; or (5) resolve or agree to do any of the foregoing. (b) Notwithstanding anything to the contrary in Section 4.1(a): (1) From the date hereof until the No-Shop Period Start Date (or with respect to an Excluded Party, the Cut-Off Time), the Stockholders may, at the Company’s request and with substantially concurrent written notice to Parent (which notice shall include the identity of the Third Person referenced in this Section 4.1(b)(1)), engage in discussions with a Third Person who has submitted an Acquisition Proposal solely for the purpose of confirming that the Stockholders are willing to enter into an agreement to vote in favor of such Acquisition Proposal if the Company Board (defined below). acting on the recommendation of the Special Committee) or the Special Committee, as applicable, were to subsequently determine that such Acquisition Proposal constitutes a Superior Proposal in accordance with Section 6.2 of the Merger Agreement. (2) The Stockholders and their Representatives may engage in or otherwise participate in discussions or negotiations regarding a bona fide written Acquisition Proposal that the Company also Board, acting upon the recommendation of the Special Committee, or the Special Committee has determined in good faith based on the information then available and after consultation with its financial advisor and outside counsel either constitutes a Superior Proposal or is reasonably likely to result in a Superior Proposal in accordance with the Merger Agreement and the failure to take such action would reasonably be expected to be inconsistent with its fiduciary duties under applicable Law. (c) From the date hereof until the earlier of the termination of the Merger Agreement pursuant to Article VIII thereof and the Effective Time, subject to Section 8, each Stockholder (solely in its capacity as a stockholder of the Company) agrees that it will promptly request each (and, in any event, within twenty-four hours) notify Parent in writing following any discussions or negotiations with any Person that has heretofore executed a confidentiality agreement or Group pursuant to Section 4.1(b) and shall provide, in connection with its consideration of any Acquisition Proposal to return or destroy all confidential information heretofore furnished to such Person by or on behalf of it or any of its Subsidiariesnotice, subject to the material terms and conditions of such confidentiality agreements. As any proposal, indication of interest (including, for the avoidance of doubt, the form and amount of consideration and proposed financing arrangements), or offer (including the identity of the date hereof Person or Group making such proposal, indication of interest or offer and, if applicable, copies of any written proposal, indication of interest or offer, including proposed agreements or commitment letters) that is the subject of such discussions or negotiations, and prior thereafter shall keep Parent informed, on a reasonably prompt basis (and, in any event, within twenty-four hours), of any material changes to the Effective Time status and terms of any such proposal, indication of interest or earlier termination offer (including any amendments thereto) and any material changes to the status and terms of this Agreement in accordance with Article VIIIany such proposal, indication of interest or offer. Notwithstanding the foregoing, the Company Stockholders shall not, nor shall it permit any of its Subsidiaries to, nor shall it or its Subsidiaries authorize any of their respective Representatives to, and the Company and each Subsidiary shall use their respective reasonable best efforts not be required to cause the Representatives not to, directly or indirectly, (i) initiate, solicit, encourage or take any other action to knowingly facilitate (including by way of furnishing information) any inquiries regarding, or the making notify Parent of any proposal which constitutes, any Acquisition Proposal, (ii) enter into any agreement, arrangement or understanding related to any Acquisition Proposal or enter into any agreement, arrangement or understanding requiring it to abandon, terminate or fail to consummate the Merger or any other transaction contemplated by this Agreement, (iii) initiate or participate in any way in any negotiations or discussions regarding an Acquisition Proposal or any inquiry or proposal that constitutes, or could reasonably be expected to lead to, an Acquisition Proposal or (iv) amend or grant any waiver or release under any standstill or any similar agreement with respect to any class of the Company’s equity securities; provided, however, that, with respect to a bona fide, unsolicited written Acquisition Proposal made after the date hereof that does not result from a breach of this Section 6.3, at any time prior to obtaining the Company Stockholder Approval, the Company shall be entitled to (x) furnish information with respect to the Company and its Subsidiaries to the Person making such Acquisition Proposal (and its Representatives) pursuant to a customary confidentiality agreement containing provisions not less restrictive of such Person than those in the Confidentiality Agreement (defined in Section 9.7), provided that all such information has previously been provided to Parent or is provided to Parent prior to or substantially concurrent with the time it is provided to such Person, and (y) participate in discussions or negotiations with to the Person making such Acquisition Proposal (and its Representatives) regarding such Acquisition Proposal, in each case commencing one business day after delivery of a written notice to Parent that it intends to furnish such information or enter into such discussions or negotiations (a “Determination Notice”), if (but only if) the Board of Directors of extent the Company has determined in good faith by the date on which the Determination Notice is given (A) after consultation with a financial advisor of nationally recognized reputation, that the Acquisition Proposal constitutes or would reasonably be expected to lead to a Superior Proposal (defined below) and (B) after consultation with outside legal counsel, that the failure to provide such information or enter into such discussions or negotiations would present a reasonably substantial risk of a breach of the fiduciary duties of the Company’s Board of Directors to the Company’s stockholders under applicable Law. Without limiting the foregoing, it is agreed that any violation of any provision or term in the preceding sentence by any Representative of the Company or any of its Subsidiaries shall be a breach of this Section 6.3(a) by the Company. The Company agrees that it will take the necessary steps to promptly inform the Representatives of the Company and its Subsidiaries of the obligations undertaken in this Section 6.3 and in the Confidentiality Agreementnotified Parent thereof.

Acquisition Proposals. (a) The Company Each party hereto agrees that neither it nor any of its subsidiaries nor any of its respective officers and directors or the officers and directors of its subsidiaries shall, and it shall each direct and use its best efforts to cause its Subsidiaries, and its and their officers, directors, employees, financial advisorsagents and representatives (including, attorneyswithout limitation, accountants and other advisorsany investment banker, representatives and agents (collectively, “Representatives”) to, immediately cease and cause to be terminated immediately any activities, discussions attorney or negotiations with any Persons that may be ongoing with respect to, or that could reasonably be expected to lead to, an Acquisition Proposal (defined below). The Company also agrees that it will promptly request each Person that has heretofore executed a confidentiality agreement in connection with its consideration of any Acquisition Proposal to return or destroy all confidential information heretofore furnished to such Person accountant retained by or on behalf of it or any of its Subsidiaries, subject to the terms and conditions of such confidentiality agreements. As of the date hereof and prior to the Effective Time or earlier termination of this Agreement in accordance with Article VIII, the Company shall not, nor shall it permit any of its Subsidiaries subsidiaries) not to, nor shall it initiate, solicit or its Subsidiaries authorize any of their respective Representatives to, and the Company and each Subsidiary shall use their respective reasonable best efforts to cause the Representatives not toencourage, directly or indirectly, (i) initiate, solicit, encourage or take any other action to knowingly facilitate (including by way of furnishing information) any inquiries regarding, or the making or implementation of any proposal which constitutesor offer with respect to a merger, acquisition, consolidation or similar transaction involving, or any purchase of all or any significant portion of the assets or any equity securities of, it or any of its subsidiaries (any such proposal or offer being hereinafter referred to as an "Acquisition Proposal, (ii") enter into any agreement, arrangement or understanding related to any Acquisition Proposal or enter into any agreement, arrangement or understanding requiring it to abandon, terminate or fail to consummate the Merger or any other transaction contemplated by this Agreement, (iii) initiate or participate in any way engage in any negotiations concerning, or provide any confidential information or data to, or have any discussions regarding with, any person relating to an Acquisition Proposal or any inquiry or proposal that constitutes, or could reasonably be expected to lead to, an Acquisition Proposal or (iv) amend or grant any waiver or release under any standstill or any similar agreement with respect to any class of the Company’s equity securitiesProposal; provided, however, that, with respect that the Grace Board may furnish or cause to a bona fide, unsolicited written Acquisition Proposal made after the date hereof that does not result from a breach of this Section 6.3, at any time prior to obtaining the Company Stockholder Approval, the Company shall be entitled to furnished information (x) furnish information with respect to the Company and its Subsidiaries to the Person making such Acquisition Proposal (and its Representatives) pursuant to a customary confidentiality agreement containing provisions not less restrictive of such Person than those in the Confidentiality Agreement (defined in Section 9.7), provided that all such information has previously been provided to Parent or is provided to Parent prior to or substantially concurrent with the time it is provided to such Person, arrangements) and (y) may participate in discussions or negotiations with the Person making such Acquisition Proposal (and its Representatives) regarding such Acquisition Proposal, in each case commencing one business day after delivery of a written notice to Parent that it intends to furnish such information or enter into such discussions and negotiations directly or negotiations (a “Determination Notice”), through its representatives if (but only ifi) the Board of Directors of the Company has determined in good faith by the date on which the Determination Notice is given (A) after consultation with a financial advisor of nationally recognized reputation, that the Acquisition Proposal constitutes or would reasonably be expected to lead to a Superior Proposal (defined below) and (B) after consultation with outside legal counsel, that the failure to provide such information or enter into participate in such negotiations and discussions or negotiations would present a could, in the opinion of its outside counsel, reasonably substantial risk of a breach be deemed to cause the members of the Grace Board to breach their fiduciary duties under applicable law or (ii) another corporation, partnership, person or other entity or group makes a written offer or written proposal which, based upon the identity of the Company’s person or entity making such offer or proposal and the terms thereof, and the availability of adequate financing therefor, the Grace Board of Directors to the Company’s stockholders under applicable Law. Without limiting the foregoingbelieves, it is agreed that any violation of any provision or term in the preceding sentence by any Representative good faith exercise of its business judgment and based upon advice of its outside legal and financial advisors, could reasonably be expected to be consummated and represents a transaction more favorable to its shareholders than the Reorganization (a "Higher Offer"); provided further, however, that the foregoing restriction shall not apply to an Acquisition Proposal exclusively involving all or part of the Company stock or assets of Grace-Conn. Grace shall notify the other parties hereto as soon as practicable if any such inquiries or proposals are received by, any such information is requested from, or any of its Subsidiaries shall such negotiations or discussions are sought to be a breach of this Section 6.3(a) by the Company. The Company agrees that it will take the necessary steps to promptly inform the Representatives of the Company and its Subsidiaries of the obligations undertaken in this Section 6.3 and in the Confidentiality Agreementinitiated or continued with it.

Acquisition Proposals. (ai) The Company shall, From and shall cause its Subsidiaries, and its and their officers, directors, employees, financial advisors, attorneys, accountants and other advisors, representatives and agents (collectively, “Representatives”) to, immediately cease and cause to be terminated immediately any activities, discussions or negotiations with any Persons that may be ongoing with respect to, or that could reasonably be expected to lead to, an Acquisition Proposal (defined below). The Company also agrees that it will promptly request each Person that has heretofore executed a confidentiality agreement in connection with its consideration after the date of any Acquisition Proposal to return or destroy all confidential information heretofore furnished to such Person by or on behalf of it or any of its Subsidiaries, subject to this Agreement until the terms and conditions of such confidentiality agreements. As earlier of the date hereof and prior to Closing or the Effective Time or earlier termination of this Agreement in accordance with Article VIIIits terms, the Company shall not, nor shall it permit any of its Subsidiaries to, nor shall it the Company authorize or permit any of its Subsidiaries authorize officers, directors or employees to, and shall use all reasonable efforts to cause any investment banker, financial advisor, attorney, accountant, or other representatives retained by them or any of their respective Representatives to, and the Company and each Subsidiary shall use their respective reasonable best efforts to cause the Representatives Subsidiaries not to, directly or indirectly, : (i) solicit, initiate, solicit, encourage or take any other action to knowingly facilitate (including by way of furnishing information), knowingly facilitate or induce (directly or indirectly) any inquiries regardinginquiry with respect to, or the making of any proposal which constitutesmaking, submission or announcement of, any Acquisition Proposal, (ii) enter into any agreement, arrangement or understanding related to any Acquisition Proposal or enter into any agreement, arrangement or understanding requiring it to abandon, terminate or fail to consummate the Merger or any other transaction contemplated by this Agreement, (iii) initiate or participate in any way in any negotiations or discussions regarding an Acquisition Proposal or any inquiry or proposal that constitutes, or could reasonably be expected to result in, a proposal or offer for an Acquisition Proposal, (ii) participate in any discussions or negotiations regarding, or furnish to any Person any nonpublic information with respect to, or take any other action to knowingly facilitate any inquiries or the making of any proposal that constitutes or may reasonably be expected to lead to, an Acquisition Proposal Proposal, (iii) approve, endorse or, subject to Section 5.1(c)(ii), recommend any Acquisition Proposal, or (iv) amend enter into any letter of intent or grant any waiver or release under any standstill similar document or any similar contract, agreement or commitment contemplating or otherwise relating to any Acquisition Proposal or transaction contemplated thereby. (ii) Within two business days after receipt of an Acquisition Proposal or any request for nonpublic information or inquiry that the Company reasonably believes could lead to an Acquisition Proposal, the Company shall provide Parent with oral and written notice of the material terms and conditions of such Acquisition Proposal, request or inquiry, and the identity of the Person making any such Acquisition Proposal, request or inquiry and a copy of all written materials provided in connection with such Acquisition Proposal, request or inquiry. Upon receipt of the Acquisition Proposal, request or inquiry, the Company shall provide Parent, as promptly as practicable, with oral and written notice setting forth all such information as is reasonably necessary to keep Parent informed in all material respects of the status and details (including material amendments or proposed material amendments) of any such Acquisition Proposal, request or inquiry, and shall promptly provide to Parent a copy of all written materials subsequently provided in connection with such Acquisition Proposal, request or inquiry. (iii) The Company shall, and shall cause its Subsidiaries to, immediately cease and cause to be terminated, and cause its officers, directors, employees, investment bankers, consultants, attorneys, accountants, agents and other representatives to, immediately cease and cause to be terminated, all discussions and negotiations, if any, that have taken place prior to the date hereof with any Persons with respect to any class of the Company’s equity securities; provided, however, that, with respect to a bona fide, unsolicited written Acquisition Proposal made after and, upon request by Parent, shall request the date hereof that does not result from a breach return or destruction of this Section 6.3, at all confidential information provided to any time prior to obtaining the Company Stockholder Approvalsuch Person. (iv) The foregoing notwithstanding, the Company shall be entitled to (x) furnish information with respect to the Company and its Subsidiaries to the Person making such Acquisition Proposal (and its Representatives) pursuant to a customary confidentiality agreement containing provisions not less restrictive of such Person than those in the Confidentiality Agreement (defined in Section 9.7), provided that all such information has previously been provided to Parent or is provided to Parent prior to or substantially concurrent with the time it is provided to such Person, and (y) participate in discussions or negotiations with the Person making such Acquisition Proposal (and its Representatives) regarding such Acquisition Proposal, in each case commencing one business day after delivery of a written notice to Parent that it intends to furnish such information or enter into such discussions or negotiations (a “Determination Notice”), if (but only if) the Board of Directors of the Company has determined may, (A) prior to receipt of the Required Company Stockholder Approval, furnish nonpublic information to, or enter into discussions with, any Person in connection with an unsolicited bona fide written Acquisition Proposal by such Person if and only to the extent that (I) the Company is not then in breach of its obligations under this Section 5.3(c); (II) the Company Board of Directors believes in good faith by (after consultation with its legal and financial advisors) that such Acquisition Proposal is, or is likely to result in, a Superior Proposal and (III) prior to furnishing such nonpublic information to, or entering into discussions or negotiations with, such Person, such Board of Directors receives from such Person an executed confidentiality agreement with terms no less restrictive than those contained in the date on which Confidentiality Agreement or (B) comply with Rules 14d-9 and 14e-2(a) promulgated under the Determination Notice is given Exchange Act with regard to an Acquisition Proposal. (v) The Company (A) after consultation with agrees not to release any Person from, or waive any provision of, or fail to enforce, any standstill agreement or similar agreement to which it is a financial advisor of nationally recognized reputationparty related to, or that the could affect, an Acquisition Proposal constitutes or would reasonably be expected to lead to a Superior Proposal (defined below) and (B) after consultation with outside legal counsel, acknowledges that the failure to provide such information or enter into such discussions or negotiations would present a reasonably substantial risk provisions of a breach of the fiduciary duties of the Company’s Board of Directors to the Company’s stockholders under applicable Law. Without limiting the foregoing, it is agreed that any violation of any provision or term in the preceding sentence by any Representative of the Company or any of its Subsidiaries shall be a breach clause (A) are an important and integral part of this Section 6.3(a) by the Company. The Company agrees that it will take the necessary steps to promptly inform the Representatives of the Company and its Subsidiaries of the obligations undertaken in this Section 6.3 and in the Confidentiality Agreement.

Acquisition Proposals. (a) The Company shallshall not, and shall cause its Subsidiaries, subsidiaries and its and their officers, its subsidiaries’ directors, employeesofficers and employees not to, financial advisors, and shall use its reasonable best efforts to cause its and its subsidiaries’ attorneys, accountants investment bankers and other advisorsadvisors or representatives (collectively with its subsidiaries and its and its subsidiaries’ directors, representatives officers and agents (collectivelyemployees, “Representatives”) not to, directly or indirectly, (i) initiate, solicit, knowingly encourage, knowingly induce or knowingly facilitate (including by providing non-public information relating to the Company or its subsidiaries) the making of any Acquisition Proposal or any inquiry, offer or proposal that would reasonably be expected to lead to an Acquisition Proposal, (ii) engage or otherwise participate in any negotiations or discussions (other than, in response to a bona fide Acquisition Proposal or other inquiry, offer or proposal after the date hereof that was not initiated, solicited, encouraged or facilitated, and did not otherwise result from a material violation of this Section 7.1, contacting such Person and its advisors for the purpose of clarifying the material terms of any such Acquisition Proposal or inquiry, offer or proposal and the likelihood and timing of consummation thereof) concerning, or provide access to its properties, books and records or any confidential or nonpublic information or data to, any Person in connection with, relating to or for the purpose of encouraging or facilitating an Acquisition Proposal or any inquiry, offer or proposal that would reasonably be expected to lead to an Acquisition Proposal, (iii) approve, endorse or recommend, or propose publicly to approve, endorse or recommend, any Acquisition Proposal, or (iv) execute or enter into any letter of intent, agreement in principle, merger agreement, acquisition agreement or other similar written or oral agreement relating to any Acquisition Proposal (each, an “Alternative Acquisition Agreement”), and the Company shall not resolve or agree to do any of the foregoing. Without limiting the foregoing, it is agreed that any violation of any of the restrictions set forth in the preceding sentence by any Representatives of the Company or any of its subsidiaries shall be a breach of this Section 7.1(a) by the Company. The Company shall, shall cause its subsidiaries and its and its subsidiaries’ directors, officers and employees to, and shall use its reasonable best efforts to cause its and its subsidiaries’ other Representatives to, immediately cease and cause to be terminated immediately any activitiessolicitations of, discussions or negotiations with, or provision of access to non-public information relating to the Company or its subsidiaries to, any Person (other than the Parties and their respective Representatives) in connection with any Persons that may be ongoing with respect to, or that could reasonably be expected to lead to, an Acquisition Proposal (defined below)Proposal. The Company also agrees that it will promptly request each Person (other than the Parties and their respective Representatives) that has heretofore prior to the date hereof executed a confidentiality agreement in connection with its consideration of any an Acquisition Proposal to promptly return or destroy all confidential information heretofore furnished to such Person by or on behalf of it or any of its Subsidiaries, subject subsidiaries prior to the terms and conditions of such confidentiality agreements. As of the date hereof and prior shall terminate access to data rooms furnished in connection therewith. The Company shall promptly (and in any event within twenty-four (24) hours) notify Parent orally and in writing of the Effective Time receipt of any inquiries, proposals or earlier termination of this Agreement in accordance offers, any requests for non-public information, or any requests for discussions or negotiations with Article VIII, the Company shall not, nor shall it permit or any of its Subsidiaries toRepresentatives, nor shall it or its Subsidiaries authorize any of their respective Representatives to, and the Company and in each Subsidiary shall use their respective reasonable best efforts case with respect to cause the Representatives not to, directly or indirectly, (i) initiate, solicit, encourage or take any other action to knowingly facilitate (including by way of furnishing information) any inquiries regarding, or the making of any proposal which constitutes, any Acquisition Proposal, (ii) enter into any agreement, arrangement or understanding related to any Acquisition Proposal or enter into any agreement, arrangement or understanding requiring it to abandon, terminate or fail to consummate the Merger or any other transaction contemplated by this Agreement, (iii) initiate or participate in any way in any negotiations or discussions regarding an Acquisition Proposal or any offer, inquiry or proposal that constituteswould reasonably be expected to lead to an Acquisition Proposal, which notice shall include a summary of the material terms and conditions of, and the identity of the Person making, such Acquisition Proposal, inquiry, proposal or offer, and, if applicable, copies of any such written requests, proposals or offers, including proposed agreements, and thereafter shall keep Parent reasonably informed, on a prompt basis (and in any event within twenty-four (24) hours), of any material developments regarding any Acquisition Proposals or any material change to the terms and status of any such Acquisition Proposal or the material aspects of any bid process established by the Company to review such proposals or offers. The Company agrees that neither it nor any of its subsidiaries shall terminate, waive or amend to similar effect any existing standstill or similar agreement to which it or one of its subsidiaries is a party, except to the extent that prior to, but not after, obtaining the Company Requisite Vote, after consultation with its outside legal counsel, the Company Board determines that the failure to take such action would be reasonably likely to be inconsistent with its fiduciary duties under applicable Law. (b) Notwithstanding anything to the contrary in this Agreement, nothing contained herein shall prevent the Company or the Company Board from: (i) taking and disclosing to its stockholders a position contemplated by Rule 14d-9 and Rule 14e-2(a) promulgated under the Exchange Act (or any similar communication to stockholders in connection with the making or amendment of a tender offer or exchange offer, in each case, to the extent legally required) or from making any other disclosure to stockholders if the Company Board determines in good faith that the failure to make such disclosure would be reasonably likely to be inconsistent with the Company Board’s fiduciary duties under applicable Law (provided that neither the Company nor the Company Board may effect a Change of Recommendation unless expressly permitted by Section 7.1(c) or Section 7.2(d), and provided, further, that any such disclosure that has the substantive effect of withdrawing or adversely modifying the Company Recommendation shall be deemed to be a Change of Recommendation); provided, further, that the issuance by the Company or the Company Board of a “stop, look and listen” communication as contemplated by Rule 14d-9(f) promulgated under the Exchange Act (or any similar communication to its stockholders) in which the Company has not indicated that the Company Board has changed the Company Recommendation shall not constitute a Change of Recommendation; (ii) prior to, but not after, obtaining the Company Requisite Vote, providing access to its properties, books and records and providing any confidential or non-public information or data in response to a request therefor by a Person or group who has made a bona fide Acquisition Proposal after the date hereof that was not initiated, solicited, encouraged or facilitated, and did not otherwise result from a material violation of this Section 7.1, if the Company Board (A) shall have determined in good faith, after consultation with the Company’s outside legal counsel and financial advisor, that such Acquisition Proposal constitutes or could reasonably be expected to lead to, an Acquisition Proposal or (iv) amend or grant any waiver or release under any standstill or any similar agreement with respect to any class of the Company’s equity securities; provided, however, that, with respect to a bona fide, unsolicited written Acquisition Superior Proposal made after the date hereof that does not result and (B) has received from a breach of this Section 6.3, at any time prior to obtaining the Company Stockholder Approval, the Company shall be entitled to (x) furnish information with respect to the Company and its Subsidiaries to the Person making so requesting such Acquisition Proposal (and its Representatives) pursuant to a customary confidentiality agreement containing provisions not less restrictive of such Person than those in the information an executed Acceptable Confidentiality Agreement (defined in Section 9.7), Agreement; provided that all any such access, information or data has previously been provided to Parent or its Representatives or is provided to Parent prior to or substantially concurrent concurrently with the time it such access, information or data is provided to such PersonPerson or group; (iii) prior to, but not after, obtaining the Company Requisite Vote, engaging in any negotiations or discussions with any Person and its Representatives who has made a bona fide Acquisition Proposal after the date hereof that was not initiated, solicited, encouraged or facilitated in, and (y) participate in discussions or negotiations with the Person making such Acquisition Proposal (and its Representatives) regarding such Acquisition Proposaldid not otherwise result from a, in each case commencing one business day after delivery material violation of a written notice to Parent that it intends to furnish such information or enter into such discussions or negotiations (a “Determination Notice”)this Section 7.1, if (but only if) the Board of Directors of the Company has Board shall have determined in good faith by the date on which the Determination Notice is given (A) faith, after consultation with a the Company’s outside legal counsel and financial advisor of nationally recognized reputationadvisor, that the such Acquisition Proposal constitutes or would could reasonably be expected to lead to a Superior Proposal; or (iv) prior to, but not after, obtaining the Company Requisite Vote, making a Change of Recommendation (but only if permitted by Section 7.1(c) or Section 7.2(d)). (c) Notwithstanding anything in this Agreement to the contrary, if, at any time prior to, but not after, obtaining the Company Requisite Vote, in response to a bona fide Acquisition Proposal that was made after the date hereof and was not initiated, solicited, encouraged or facilitated, and did not otherwise result from a material violation of this Section 7.1, the Company Board determines in good faith (defined below) and (Bi) after consultation with the Company’s outside legal counsel and financial advisor, that such Acquisition Proposal constitutes a Superior Proposal taking into account any adjustment to the terms and conditions of this Agreement proposed by Parent and the Merger Subs in response to such Acquisition Proposal and (ii) after consultation with the Company’s outside legal counsel, that the failure to provide take the action in (A) and/or (B) below would be reasonably likely to be inconsistent with the Company Board’s fiduciary duties under applicable Law, the Company or the Company Board may (and may resolve or agree to) (A) terminate this Agreement under Section 9.1(d)(ii) and enter into a definitive merger agreement, acquisition agreement or similar written agreement with respect to such information Superior Proposal and/or (B) effect a Change of Recommendation in accordance with clause (1)(A) of Section 7.2(d); provided, however, that, if the Company terminates the Agreement pursuant to Section 9.1(d)(ii), the Company pays to Parent the Company Termination Fee required to be paid under Section 9.2(b)(i) concurrently with or prior to such termination; provided, further, that the Company shall not be entitled to enter into such discussions Alternative Acquisition Agreement and terminate this Agreement or negotiations would present effect a reasonably substantial risk Change of Recommendation pursuant to clause (1)(A) of Section 7.2(d) unless (1) the Company delivers to Parent a breach written notice (a “Company Notice”), advising Parent that the Company Board proposes to take such action and containing the material terms and conditions of the fiduciary duties Superior Proposal that is the basis of the proposed action by the Company Board (including the identity of the party making such Superior Proposal and copies of any written proposals or offers, including proposed agreements) and (2) at or after 11:59 p.m., New York City time, on the fourth (4th) Business Day immediately following the day on which the Company delivered the Company Notice (such period from the time the Company Notice is provided until 11:59 p.m., New York City time, on the fourth (4th) Business Day immediately following the day on which the Company delivered the Company Notice, the “Notice Period”), the Company Board reaffirms in good faith (after consultation with the Company’s Board outside legal counsel and financial advisor and taking into account any adjustment to the terms and conditions of Directors this Agreement proposed by Parent during the Notice Period) that such Acquisition Proposal continues to constitute a Superior Proposal and (after consultation with the Company’s stockholders outside legal counsel) that the failure to take such action would be reasonably likely to be inconsistent with the Company Board’s fiduciary duties under applicable Law. Without limiting If requested by Parent, the foregoingCompany will, it is agreed that and will cause its Representatives to, during the Notice Period, engage in good faith negotiations with Parent and its Representatives regarding any violation of any provision or term adjustments in the preceding sentence by any Representative of the Company or any of its Subsidiaries shall be a breach terms and conditions of this Section 6.3(a) Agreement proposed by the CompanyParent so that such Acquisition Proposal would cease to constitute a Superior Proposal. The Company agrees that to notify Parent promptly if it will take determines during such Notice Period not to terminate this Agreement and enter into the necessary steps Alternative Acquisition Agreement referred to promptly inform the Representatives of in the Company Notice. Any amendment to the financial terms or any other material amendment to the terms and its Subsidiaries conditions of the obligations undertaken in a proposed Alternative Acquisition Agreement relating to a Superior Proposal will be deemed to be a new proposal or proposed Alternative Acquisition Agreement relating to a Superior Proposal for purposes of this Section 6.3 7.1(c) requiring a new Company Notice and an additional Notice Period; provided, however, that such additional Notice Period shall expire at 11:59 p.m., New York City time, on the second (2nd) Business Day immediately following the day on which the Company delivers such new Company Notice (it being understood and agreed that in no event shall any such additional two (2) Business Day Notice Period be deemed to shorten the Confidentiality initial four (4) Business Day Notice Period). (d) For purposes of this Agreement., the following terms shall have the meanings assigned below:

Acquisition Proposals. The Seller shall not, nor shall it authorize or permit any of its Subsidiaries or Representatives to, directly or indirectly, (a) The Company shallsolicit, and shall cause its Subsidiaries, and its and their officers, directors, employees, financial advisors, attorneys, accountants and other advisors, representatives and agents initiate or encourage the submission of any Acquisition Proposal or (collectively, “Representatives”b) to, immediately cease and cause to be terminated immediately participate in or encourage any activities, discussions discussion or negotiations with regarding, or furnish to any Persons that may be ongoing person any non-public information with respect to, or take any other action to facilitate any inquiries or the making of, any proposal that could constitutes, or may reasonably be expected to lead to, an Acquisition Proposal (defined below). The Company also agrees that it will promptly request each Person that has heretofore executed a confidentiality agreement in connection with its consideration of any Acquisition Proposal to return or destroy all confidential information heretofore furnished to such Person by or on behalf of it or any of its Subsidiaries, subject to the terms and conditions of such confidentiality agreements. As of the date hereof and prior to the Effective Time or earlier termination of this Agreement in accordance with Article VIII, the Company shall not, nor shall it permit any of its Subsidiaries to, nor shall it or its Subsidiaries authorize any of their respective Representatives to, and the Company and each Subsidiary shall use their respective reasonable best efforts to cause the Representatives not to, directly or indirectly, (i) initiate, solicit, encourage or take any other action to knowingly facilitate (including by way of furnishing information) any inquiries regarding, or the making of any proposal which constitutes, any Acquisition Proposal, (ii) enter into any agreement, arrangement or understanding related to any Acquisition Proposal or enter into any agreement, arrangement or understanding requiring it to abandon, terminate or fail to consummate the Merger or any other transaction contemplated by this Agreement, (iii) initiate or participate in any way in any negotiations or discussions regarding an Acquisition Proposal or any inquiry or proposal that constitutes, or could reasonably be expected to lead to, an Acquisition Proposal or (iv) amend or grant any waiver or release under any standstill or any similar agreement with respect to any class of the Company’s equity securities; provided, however, thatthat the foregoing shall not prohibit the Board of Directors of the Seller from furnishing information to, with respect to a bona fide, unsolicited written Acquisition Proposal made after the date hereof that does not result from a breach of this Section 6.3, at any time prior to obtaining the Company Stockholder Approval, the Company shall be entitled to (x) furnish information with respect to the Company and its Subsidiaries to the Person making such Acquisition Proposal (and its Representatives) pursuant to a customary confidentiality agreement containing provisions not less restrictive of such Person than those in the Confidentiality Agreement (defined in Section 9.7), provided that all such information has previously been provided to Parent or is provided to Parent prior to or substantially concurrent with the time it is provided to such Person, and (y) participate in entering into discussions or negotiations with the Person making such with, any person or entity that makes an unsolicited Acquisition Proposal prior to the date of the Shareholders' Meeting if, and to the extent that, (and its Representatives) regarding such Acquisition Proposal, in each case commencing one business day after delivery of a written notice to Parent that it intends to furnish such information or enter into such discussions or negotiations (a “Determination Notice”), if (but only ifA) the Board of Directors of the Company has determined Seller, after taking into consideration advice of independent outside legal counsel, determines in good faith by that such action is advisable for the date on which Board of Directors of the Determination Notice is given Seller to comply with its fiduciary obligations to the Seller Shareholders under applicable Law, (AB) after consultation with a prior to taking such action, the Seller receives from such person or entity an executed agreement in reasonably customary form relating to the confidentiality of information to be provided to such person or entity and (C) the Board of Directors of the Seller concludes in good faith, based upon written advice from its independent financial advisor of nationally recognized reputationadvisor, that the Acquisition Proposal constitutes is a Superior Proposal. The Seller shall promptly provide oral and written notice to the Purchaser of (a) the receipt of any such Acquisition Proposal or would any inquiry which could reasonably be expected to lead to a Superior any Acquisition Proposal, (b) the material terms and conditions of such Acquisition Proposal or inquiry, (defined belowc) the identity of such person or entity making any such Acquisition Proposal or inquiry and (Bd) after consultation with outside legal counselthe Seller's intention to furnish information to, that the failure to provide such information or enter into such discussions or negotiations would present a reasonably substantial risk of a breach with, such person or entity. The Seller shall continue to keep the Purchaser informed of the fiduciary duties status and details of any such Acquisition Proposal or inquiry. For purposes of this Agreement, "Acquisition Proposal" means any bona fide proposal with respect to a merger, consolidation, share exchange, tender offer or similar transaction involving the Seller, or any purchase or other acquisition of all or any significant portion of the Company’s Board assets of Directors to the Company’s stockholders under applicable Law. Without limiting the foregoing, it is agreed that any violation of any provision Seller or term a 25% or greater equity interest in the preceding sentence by any Representative of the Company or any of its Subsidiaries shall be a breach of this Section 6.3(a) by the Company. The Company agrees that it will take the necessary steps to promptly inform the Representatives of the Company and its Subsidiaries of the obligations undertaken in this Section 6.3 and in the Confidentiality AgreementSeller.

Acquisition Proposals. (a) The Company Except as otherwise provided in this Section 5.10, Seller agrees that neither it nor any of its Subsidiaries nor any of their respective directors, officers or employees shall, and that it shall cause direct its Subsidiaries, Subsidiaries and its and their officers, directors, employees, financial advisors, attorneys, accountants its Subsidiaries’ agents and other advisors, representatives and use its best efforts to cause its and its Subsidiaries’ agents and representatives (collectivelyincluding any investment banker, “Representatives”) to, immediately cease and cause to be terminated immediately any activities, discussions attorney or negotiations with any Persons that may be ongoing with respect to, or that could reasonably be expected to lead to, an Acquisition Proposal (defined below). The Company also agrees that it will promptly request each Person that has heretofore executed a confidentiality agreement in connection with its consideration of any Acquisition Proposal to return or destroy all confidential information heretofore furnished to such Person accountant retained by or on behalf of it or any of its Subsidiaries, subject to the terms and conditions of such confidentiality agreements. As of the date hereof and prior to the Effective Time or earlier termination of this Agreement in accordance with Article VIII, the Company shall not, nor shall it permit any of its Subsidiaries to, nor shall it or its Subsidiaries authorize any of their respective Representatives to, and the Company and each Subsidiary shall use their respective reasonable best efforts to cause the Representatives ) not to, directly or indirectly, (i) initiate, solicit, solicit or encourage or take any other action to knowingly facilitate (including by way of furnishing information) any inquiries regarding, or the making of any proposal which constitutes, any Acquisition Proposal, (ii) enter into any agreement, arrangement or understanding related to any Acquisition Proposal or enter into any agreement, arrangement or understanding requiring it to abandon, terminate or fail to consummate the Merger or any other transaction contemplated by this Agreement, (iii) initiate or participate in any way in any negotiations or discussions regarding an Acquisition Proposal or any inquiry or proposal that constitutes, or could reasonably be expected to lead to, an Acquisition Proposal or (iv) amend or grant any waiver or release under any standstill or any similar agreement offer with respect to a merger, reorganization (including an Alternate Plan), share exchange, consolidation or similar transaction involving (directly or indirectly), or any class purchase (directly or though a proposed investment in Equity Securities, debt securities or claims of creditors) of 10% or more of the Company’s equity securitiesTransferred Assets Related to the Business or of the outstanding Equity Securities of Seller or any of its Affiliates directly or indirectly owning Assets Related to the Business (any such proposal or offer being hereinafter referred to as an “Acquisition Proposal” and any such transaction, an “Acquisition”); provided, however, thatthat the foregoing shall not restrict Seller from renewing the “exit financing” of the Debtors on substantially the same terms as in effect as of March 31, with respect to a bona fide2005. Seller further agrees that neither it nor any of its Subsidiaries nor any of their respective directors, unsolicited written Acquisition Proposal made after the date hereof officers or employees shall, and that does not result from a breach of this Section 6.3, at any time prior to obtaining the Company Stockholder Approval, the Company it shall be entitled to (x) furnish information with respect to the Company direct its Subsidiaries and its Subsidiaries to the Person making such Acquisition Proposal (and its Representatives) pursuant Subsidiaries’ agents and representatives and use its best efforts to a customary confidentiality agreement containing provisions not less restrictive of such Person than those in the Confidentiality Agreement (defined in Section 9.7), provided that all such information has previously been provided to Parent or is provided to Parent prior to or substantially concurrent with the time it is provided to such Person, and (y) participate in discussions or negotiations with the Person making such Acquisition Proposal (cause its and its Representatives) regarding such Acquisition ProposalSubsidiaries’ agents and representatives (including any investment banker, in each case commencing one business day after delivery of a written notice to Parent that attorney or accountant retained by it intends to furnish such information or enter into such discussions or negotiations (a “Determination Notice”), if (but only if) the Board of Directors of the Company has determined in good faith by the date on which the Determination Notice is given (A) after consultation with a financial advisor of nationally recognized reputation, that the Acquisition Proposal constitutes or would reasonably be expected to lead to a Superior Proposal (defined below) and (B) after consultation with outside legal counsel, that the failure to provide such information or enter into such discussions or negotiations would present a reasonably substantial risk of a breach of the fiduciary duties of the Company’s Board of Directors to the Company’s stockholders under applicable Law. Without limiting the foregoing, it is agreed that any violation of any provision or term in the preceding sentence by any Representative of the Company or any of its Subsidiaries shall be a breach of this Section 6.3(aSubsidiaries) by the Companynot to, directly or indirectly, engage in any negotiations concerning, or provide any confidential information or data to or have any discussions with any Person relating to, an Acquisition Proposal, or otherwise facilitate any effort or attempt to make or implement an Acquisition Proposal. The Company Seller agrees that it will take the necessary steps to promptly inform the Representatives Persons referred to in the first sentence of the Company and its Subsidiaries this Section 5.10 of the obligations undertaken in this Section 6.3 5.10 and to cause them to cease immediately any current activities that are inconsistent with this Section 5.10. Notwithstanding the foregoing, nothing contained in this Agreement shall prevent Seller or its board of directors (the “Board”) from: (a) (i) complying with its disclosure obligations under Law or the Bankruptcy Code with regard to an Acquisition Proposal, or (ii) prior to the commencement of the Confirmation Hearing[,] on May 15, 2006, in response to an unsolicited bona fide Acquisition Proposal, (A) (1) providing information to (including discussing any due diligence issues, requests or clarifications with) a Person with whom Seller executes a confidentiality agreement on terms no less favorable to Seller than those contained in the Seller Confidentiality Agreement (as in effect prior to amendment on the date hereof), other than any restrictions on such Person’s ability to make or amend an Acquisition Proposal and (2) following receipt of a bona fide unsolicited Acquisition Proposal from such a Person, engaging in discussions with such Person to the extent such discussions are confined to clarifying any term of such Acquisition Proposal or (B) engaging in any negotiations or discussions with any Person who has made such an Acquisition Proposal if and only to the extent that in each such case referred to in clauses (A) and (B) above, (1) the Board determines in good faith after consultation with outside legal counsel that the directors of Seller should take such action in order to comply with their fiduciary duties under applicable Law, (2) such Acquisition Proposal involves the direct or indirect acquisition by one or more third parties of at least 66-2/3% of (x) all Assets Related to the Business or (y) the outstanding Equity Securities of Seller and (3) in each such case referred to in clause (B) above, the Board determines in good faith (after consultation with its financial and legal advisors) that such Acquisition Proposal, if accepted, is reasonably likely to be consummated, taking into account all legal, financial and regulatory aspects of the proposal and the Person making the proposal, and if consummated, would result in a transaction more favorable (taking into account, without limitation, financial terms of any termination fee that may be payable pursuant to Section 8.5(b)) to Seller’s stakeholders from a financial point of view than the Transaction (any such more favorable Acquisition Proposal being referred to in this Agreement as a “Superior Proposal”). Seller or any of its Subsidiaries shall notify Buyer promptly (but in no event later than 24 hours) after receipt by Seller or any of its Subsidiaries (or any of their respective directors, officers, employees or advisors) of any Acquisition Proposal, any indication that a third party is considering making an Acquisition Proposal or any request for information relating to the Transferred Assets, any Specified Business, Seller or any of its Subsidiaries or for access to any Specified Business or any of the Transferred Assets by any third party that may be considering making, or has made, an Acquisition Proposal. Seller shall provide such notice orally and in writing and shall identify the Confidentiality third party making, and the terms and conditions of, any such Acquisition Proposal, indication or request. Seller shall keep Buyer fully informed, on a current basis, of the status and details of any such Acquisition Proposal, indication or request. Seller shall promptly provide Buyer with any non-public information concerning Seller’s business, present or future performance, financial condition or results of operations, provided to any third party that was not previously provided to Buyer; and (b) (i) prior to the commencement of the Confirmation Hearing[,] on May 15, 2006, engaging in any negotiations or discussions concerning an Alternate Plan with the Committees, the stakeholders of Seller or its Affiliates or their respective advisors (in each case (other than in the case of Committees) with whom Seller enters into, or has entered into, a confidentiality agreement on customary terms under the circumstances that restricts such stakeholder (other than with respect to any other stakeholder who is subject to a substantially similar confidentiality agreement or to the Committees) from (x) disclosing any confidential information regarding Seller and its Affiliates, Buyer and its Affiliates, or information regarding an Alternate Plan, including the status thereof, and (y) making public statements regarding any of the foregoing), but only to the extent that (A) the Board determines in good faith after consultation with outside legal counsel that the directors of Seller should take such action in order to comply with their fiduciary duties under applicable Law and (B) the Board determines in good faith (after consultation with its financial and legal advisors) that such Alternate Plan, if pursued and assuming (for purposes of determining the right to engage in negotiations or discussions pursuant to this Section 5.10(b), but not for purposes of the definition of “Superior Alternate Plan”) the support of Seller’s stakeholders therefor, is reasonably likely to be consummated, taking into account all legal, financial and regulatory aspects of the proposed Alternate Plan and, if consummated, would result in a transaction more favorable (taking into account, without limitation, the financial terms of any termination fee that may be paid pursuant to Section 8.5(b)) to the stakeholders of Seller and its Affiliates from a financial point of view than the Transaction (any such more favorable Alternate Plan being referred to in this Agreement as a “Superior Alternate Plan”) or (ii) after entry of a Confirmation Order satisfying the condition set forth in Section 6.2(g) (but only for so long as such Confirmation Order is in effect), planning for an Alternate Plan that involves the emergence of Debtors as standalone entities with no greater than a 10% additional equity contribution (other than existing Claims), including engaging in any negotiations or discussions concerning an Alternate Plan with stakeholders of Seller or its Affiliates or their advisors, preparing (but not filing) a disclosure statement with respect to such Alternate Plan and preparing and negotiating any intercreditor agreements; provided, however, that such Alternate Plan provides that it can only be confirmed and effective if this Agreement is terminated in accordance with its terms and such planning does not involve any action or omission that could reasonably be expected to materially impair or materially delay the Transaction; provided, further, that nothing in this Section 5.10(b) shall permit any public statements or filings with the Bankruptcy Court or any other court by or on behalf of Seller or its Affiliates. Seller shall notify Buyer of its engagement in discussions concerning an Alternate Plan and shall keep Buyer reasonably informed, on a current basis, of material developments that could reasonably be expected to result in an Alternate Plan. For purposes of this Agreement, an “Alternate Plan” is any plan under chapter 11 of the Bankruptcy Code (other than the Plan or the JV Plan) or any liquidation under chapter 7 of the Bankruptcy Code. Without limiting any other obligation set forth in this Agreement, Seller shall, in connection with the activities permitted under this Section 5.10(b), use commercially reasonable efforts to enforce any confidentiality obligations of the Committees and any obligations under the confidentiality agreements described in this Section 5.10(b).

Acquisition Proposals. (a) The Company shall, From and shall cause its Subsidiaries, and its and their officers, directors, employees, financial advisors, attorneys, accountants and other advisors, representatives and agents (collectively, “Representatives”) to, immediately cease and cause to be terminated immediately any activities, discussions or negotiations with any Persons that may be ongoing with respect to, or that could reasonably be expected to lead to, an Acquisition Proposal (defined below). The Company also agrees that it will promptly request each Person that has heretofore executed a confidentiality agreement in connection with its consideration after the date of any Acquisition Proposal to return or destroy all confidential information heretofore furnished to such Person by or on behalf of it or any of its Subsidiaries, subject to this Agreement until the terms and conditions of such confidentiality agreements. As earlier of the date hereof and prior to time at which Buyer’s designees shall constitute at least seventy-five percent (75%) of the Effective Time members of the Board or earlier the termination of this Agreement in accordance with Article VIIIits terms, the Company shall not, nor shall it permit any of its Subsidiaries to, nor shall it the Company authorize or permit any of its Subsidiaries authorize officers, directors or employees to, and shall use reasonable efforts to cause any investment banker, financial advisor, attorney, accountant, or other representatives retained by them or any of their respective Representatives to, and the Company and each Subsidiary shall use their respective reasonable best efforts to cause the Representatives Subsidiaries not to, directly or indirectly, : (i) solicit, initiate, solicit, or encourage or take any other action to knowingly facilitate (including by way of furnishing information) or knowingly facilitate or induce any inquiry with respect to, or the making, submission or announcement of, any proposal that constitutes, or would reasonably be expected to result in, a proposal or offer for an Acquisition Proposal, (ii) participate in any discussions or negotiations regarding, or furnish to any Person any nonpublic information with respect to, or take any other action to facilitate any inquiries regarding, or the making of any proposal which constitutes, any Acquisition Proposal, (ii) enter into any agreement, arrangement that constitutes or understanding related to any Acquisition Proposal or enter into any agreement, arrangement or understanding requiring it to abandon, terminate or fail to consummate the Merger or any other transaction contemplated by this Agreement, (iii) initiate or participate in any way in any negotiations or discussions regarding an Acquisition Proposal or any inquiry or proposal that constitutes, or could may reasonably be expected to lead to, an Acquisition Proposal Proposal, (iii) approve, endorse or, subject to Section 6.8(b), recommend any Acquisition Proposal, or (iv) amend enter into any letter of intent or grant any waiver or release under any standstill similar document or any similar contract, agreement or commitment contemplating or otherwise relating to any Acquisition Proposal or transaction contemplated thereby. (b) Promptly (and in no event later than 24 hours) following receipt of an Acquisition Proposal or any request for nonpublic information or inquiry that the Company reasonably believes could lead to an Acquisition Proposal, the Company shall provide Buyer with oral and written notice of the material terms and conditions of such Acquisition Proposal, request or inquiry and the identity of the Person making any such Acquisition Proposal, request or inquiry and a copy of all written materials provided in connection with such Acquisition Proposal, request or inquiry. After the notification provided for in the preceding sentence, the Company shall thereafter provide Buyer, as promptly as practicable, with oral and written notice setting forth all such information as is reasonably necessary to keep Buyer informed in all material respects of the status and details (including material amendments or proposed material amendments) of any such Acquisition Proposal, request or inquiry and shall promptly provide to Buyer a copy of all written materials subsequently provided in connection with such Acquisition Proposal, request or inquiry. (c) The Company shall, and shall cause its Subsidiaries to, immediately cease and cause to be terminated, and shall use reasonable efforts to cause its officers, directors, employees, investment bankers, consultants, attorneys, accountants, agents and other representatives to, immediately cease and cause to be terminated, all discussions and negotiations, if any, that have taken place prior to the date hereof with any Persons with respect to any class of the Company’s equity securities; provided, however, that, with respect to a bona fide, unsolicited written Acquisition Proposal made after and, upon request by Buyer, shall request the date hereof return or destruction of all confidential information provided to any such Person. (d) The foregoing notwithstanding, the Company and Board may (i) prior to the Acceptance Date, furnish nonpublic information to, or enter into discussions with, any Person in connection with an unsolicited bona fide Acquisition Proposal by such Person if and only to the extent that does (A) the Company is not result from a then in breach of its obligations under this Section 6.3, at any time prior to obtaining (B) the Company Stockholder Approval, the Company shall be entitled to Board determines in good faith (xafter consultation with its legal and financial advisors) furnish information with respect to the Company and its Subsidiaries to the Person making that such Acquisition Proposal (and its Representatives) pursuant to a customary confidentiality agreement containing provisions not less restrictive of such Person than those in the Confidentiality Agreement (defined in Section 9.7)is, provided that all such information has previously been provided to Parent or is provided reasonably likely to Parent prior to or substantially concurrent with the time it is provided to such Personresult in, and (y) participate in discussions or negotiations with the Person making such Acquisition Proposal (and its Representatives) regarding such Acquisition Proposal, in each case commencing one business day after delivery of a written notice to Parent that it intends to furnish such information or enter into such discussions or negotiations (a “Determination Notice”), if (but only if) the Board of Directors of the Company has determined in good faith by the date on which the Determination Notice is given (A) after consultation with a financial advisor of nationally recognized reputation, that the Acquisition Proposal constitutes or would reasonably be expected to lead to a Superior Proposal (as defined below) and (BC) after consultation with outside legal counselprior to furnishing such nonpublic information to, that the failure to provide such information or enter entering into such discussions or negotiations would present a reasonably substantial risk of a breach of with, such Person, the fiduciary duties of Board receives from such Person an executed confidentiality agreement containing confidentiality and stand still provisions that are not less restrictive on such Person than Non-Disclosure Agreement or (ii) comply with Rules 14d-9 and 14e-2(a) promulgated under the Company’s Board of Directors Exchange Act with regard to the Company’s stockholders under applicable Law. Without limiting the foregoingan Acquisition Proposal. (e) The Company (i) agrees not to release any Person from, or waive any provision of, or fail to enforce, any standstill agreement or similar agreement to which it is agreed a party related to, or that any violation could affect, an Acquisition Proposal and (ii) acknowledges that the provisions of any provision or term in the preceding sentence by any Representative of the Company or any of its Subsidiaries shall be a breach clause (i) are an important and integral part of this Section 6.3(a) by the Company. The Company agrees that it will take the necessary steps to promptly inform the Representatives of the Company and its Subsidiaries of the obligations undertaken in this Section 6.3 and in the Confidentiality Agreement.

Acquisition Proposals. (a) The Company Notwithstanding anything to the contrary contained in this Agreement, during the period beginning on the date of this Agreement and continuing until 11:59 p.m. (New York time) on September 14, 2015 (the “Go-Shop Period End Date”, such period, the “Solicitation Period”), PRE and its Subsidiaries and their respective Representatives shall have the right to (i) initiate, solicit or encourage any inquiry or the making of any proposal or offer that constitutes an Acquisition Proposal (except that the reference to 15% in such term will be deemed changed to 50% for purposes of this ‎Section 6.08(a)), including by providing information (including non-public information and data) regarding, and affording access to the business, properties, assets, books, records and personnel of, PRE and its Subsidiaries to any Person pursuant to an Acceptable Confidentiality Agreement (it being understood that such Acceptable Confidentiality Agreement (A) must contain “standstill” or similar provisions or otherwise prohibit the making or amendment of any Acquisition Proposal not solicited by the PRE Board to the maximum extent permissible under applicable Law and (B) shall not include an obligation of PRE to reimburse such Person’s expenses); provided, that PRE shall make available to Parent (at substantially the same time) any non-public information concerning PRE or its Subsidiaries that is provided to any Person given such access that was not previously made available to the Parent, and (ii) engage in, enter into, continue or otherwise participate in any discussions or negotiations with any Persons or group of Persons with respect to any Acquisition Proposals and cooperate with or assist or participate in or facilitate any such inquiries, proposals, discussions or negotiations or any effort or attempt to make any Acquisition Proposal. PRE shall promptly (and in any event within 24 hours) notify Parent in writing of the identity of each Person or group of Persons from whom PRE receives an Acquisition Proposal during the Solicitation Period, the material terms and conditions of such Acquisition Proposal (including the financing sources, if applicable), and a copy of such Acquisition Proposal (including any agreements relating to such financing, if applicable). (b) Subject to ‎Section 6.08(a) and ‎Section 6.08(d) through ‎Section 6.08(i), PRE agrees that, from the date of this Agreement until the Effective Time or, if earlier, the date of termination of this Agreement in accordance with ‎Article 8, neither it nor any of its Subsidiaries shall, and it shall use its reasonable best efforts to cause its Subsidiaries, and its and their Subsidiaries’ directors, officers, directors, employees, financial advisorsagents, investment bankers, attorneys, accountants and other advisors, representatives and agents (collectively, “Representatives”) not to, immediately cease and cause directly or indirectly: (i) initiate, solicit or take any action to be terminated immediately knowingly facilitate or knowingly encourage any activities, discussions inquiries or negotiations with any Persons that may be ongoing requests for information with respect to, the making of, or that could reasonably be expected to lead toresult in, an Acquisition Proposal; (ii) enter into, participate or engage in any negotiations concerning, or provide any non-public information or data relating to it or any of its Subsidiaries to any Person or afford access to the resources, properties, assets, books or records of it or any of its Subsidiaries to any Person relating to, in connection with, or in response to an Acquisition Proposal, or any inquiry or indication of interest that could reasonably expected to result in an Acquisition Proposal; (iii) approve or recommend, or propose publicly to approve or recommend, any Acquisition Proposal; (iv) approve or recommend, or propose publicly to approve or recommend, or execute or enter into, any letter of intent, agreement in principle, merger or amalgamation agreement, acquisition agreement, option agreement or other similar agreement relating to any Acquisition Proposal (defined beloweach an “Acquisition Agreement”); (v) terminate, amend, release, modify or fail to enforce any provision (including any standstill or other provision) of, or grant any permission, waiver or request under, any confidentiality, standstill or similar agreement (including an Acceptable Confidentiality Agreement) or obligations of any Person (other than in respect of Parent); or (vi) propose publicly or commit, authorize or agree to do any of the foregoing relating to any Acquisition Proposal. (c) Subject ‎Section 6.08(d) through ‎Section 6.08(i), prior to the Closing, neither the PRE Board nor any committee thereof shall, directly or indirectly: (i) withhold, withdraw, modify or qualify, or publicly propose to withhold, withdraw, modify or qualify, in a manner adverse to Parent, the PRE Board Recommendation; (ii) approve, adopt, recommend or declare advisable, or publicly propose to approve, adopt, recommend or declare advisable, any Acquisition Proposal or otherwise enter into or permit PRE to enter into any Acquisition Agreement; (iii) if a tender offer or exchange offer for any issued and outstanding shares PRE is commenced prior to obtaining the Requisite PRE Vote, fail to recommend against acceptance of such tender offer or exchange offer by its respective shareholders (including, for these purposes, by taking no position or a neutral position in respect of the acceptance of such tender offer or exchange offer by its shareholders, which shall be deemed to be a failure to recommend against the acceptance of such tender offer or exchange offer) within five Business Days after commencement thereof (or in the event of a change in the terms of the tender offer or exchange offer, within five Business Days of the announcement of such changes); or (iv) fail to include the PRE Board Recommendation in the Proxy Statement (any action described in clauses ‎(i)-‎(iv) above being referred to as a “Change of Recommendation”). (d) Notwithstanding the limitations set forth in ‎Section 6.08(b) and ‎Section 6.08(c), and in addition to the rights of PRE pursuant to ‎Section 6.08(a), until the earlier of receipt of the Requisite PRE Vote and any termination of this Agreement pursuant to ‎Section 8.01, if PRE receives a written unsolicited bona fide Acquisition Proposal that the PRE Board has determined in good faith, after consultation with its outside legal counsel and financial advisors: (i) constitutes a Superior Proposal; or (ii) would reasonably be likely to result in a Superior Proposal, then PRE may: (A) furnish or disclose nonpublic information to the Person making such Acquisition Proposal if, prior to furnishing such information, PRE receives from the third party an executed Acceptable Confidentiality Agreement and (B) engage in discussions or negotiations with such Person with respect to such Acquisition Proposal, in each case only if the PRE Board determines in good faith, after consultation with its outside legal counsel that failure to do so would violate the fiduciary duties of the PRE Board under applicable Law. (e) Notwithstanding anything in this Agreement to the contrary, the PRE Board, at any time prior to the receipt of the Requisite PRE Vote, in response to the receipt of a written unsolicited bona fide Acquisition Proposal received after the date of this Agreement (or any bona fide Acquisition Proposal received during the Solicitation Period), which the PRE Board determines in good faith, after consultation with its outside legal counsel and financial advisors constitutes a Superior Proposal, shall be permitted to either: (i) effect a Change of Recommendation or (ii) if the Superior Proposal is received during the Solicitation Period, terminate this Agreement and concurrently enter into a definitive agreement with respect to such Superior Proposal (such agreement, the “Superior Acquisition Agreement”; the termination referred to in clause ‎(ii), a “Go-Shop Termination”); provided, that such Go-Shop Termination must occur no later than the sixth Business Day immediately following the Go-Shop Period End Date; provided, further, that solely with respect to a Change of Recommendation, the PRE Board determines in good faith, after consultation with its outside legal counsel and financial advisors, that the failure to make such Change of Recommendation would violate the fiduciary duties of the PRE Board under applicable Law. The Company also Notwithstanding the foregoing, the PRE Board shall not be permitted to effect such a Change of Recommendation or Go-Shop Termination unless and until (A) at least five Business Days shall have passed following the Parent Board’s receipt of a written notice from PRE (the “Superior Proposal Notice”) that includes PRE’s reasons for the Change of Recommendation or Go-Shop Termination and the material terms and conditions of any Superior Proposal (including the identity of the party making such proposal and its financing sources (if applicable), the most current version of the proposed agreement relating thereto and any agreement relating to such financing) that is the basis of the proposed Change of Recommendation or Go-Shop Termination (it being understood and agreed that any amendment to the financial or other material terms (including the form or allocation of consideration) of such Superior Proposal shall require a new Superior Proposal Notice and a new five Business Day period during which PRE shall comply with the terms of this ‎Section 6.08), (B) during such five Business Day period (the “Matching Period”) (x) the PRE Board shall have provided the Parent Board with a reasonable opportunity to make any adjustments to the terms and conditions of this Agreement and the Transactions so that such Acquisition Proposal ceases to be a Superior Proposal and shall negotiate with Parent in good faith with respect thereto, and (y) the PRE Board shall have determined in good faith at the end of such Matching Period and, after considering the results of such negotiations and the revised proposals made by Parent, if any, and after consultation with its outside legal counsel and financial advisors that the Superior Proposal, giving rise to such Superior Proposal Notice, continues to be a Superior Proposal and that, solely with respect to a Change of Recommendation, the failure to make such a Change of Recommendation would violate its fiduciary duties under applicable Laws, and (C) the PRE Board has not materially breached its obligations under this ‎Section 6.08. Any purported Go-Shop Termination pursuant to this ‎Section 6.08(e) shall be void and of no force or effect, unless in advance of or concurrently with such termination PRE pays the Go-Shop Termination Fee pursuant to ‎Section 8.02(b). (f) Except in the case of a Go-Shop Termination, and notwithstanding any Change of Recommendation or anything else contained in this Agreement: (i) PRE shall call, give notice of, convene and hold the PRE Shareholders Meeting for the purpose of obtaining the Requisite PRE Vote, and nothing contained herein shall relieve PRE of such obligation, and such obligation shall not be limited or otherwise affected by the commencement, disclosure, announcement or submission to PRE of any Acquisition Proposal; (ii) the Proxy Statement and any and all accompanying materials may include appropriate disclosure with respect to such Change of Recommendation if and to the extent the PRE Board determines after consultation with outside legal counsel that the failure to include such disclosure would violate applicable Laws; and (iii) PRE shall not take any action knowingly to facilitate such Acquisition Proposal after the Solicitation Period including without limitation in connection with any approvals, except as required by applicable Law. (g) Subject to ‎Section 6.08(a), PRE agrees that it will promptly and its Subsidiaries shall (i) immediately following execution hereof (and immediately following the Go-Shop Period End Date) cease and cause to be terminated any existing activities, solicitations, discussions or negotiations, if any, with any Person or its Representatives (other than the parties hereto and their respective Representatives) conducted prior to the date of this Agreement (and, subject to ‎Section 6.08(a), prior to the Go-Shop Period End Date) with respect to any Acquisition Proposal, and shall request each that any such Person (together with its Representatives) that has heretofore executed a confidentiality agreement in connection with its consideration of any an Acquisition Proposal with it or any of its Subsidiaries within the 24-month period prior to return or destroy all the date hereof (and, subject to ‎Section 6.08(a), prior to the Go-Shop Period End Date) and that is in possession of confidential information heretofore furnished to such Person by or on behalf of it or any of its Subsidiaries, subject to the terms and conditions of return or destroy such confidentiality agreements. As of the date hereof and prior to the Effective Time or earlier termination of this Agreement in accordance with Article VIII, the Company shall not, nor shall it permit any of its Subsidiaries to, nor shall it or its Subsidiaries authorize any of their respective Representatives to, and the Company and each Subsidiary shall use their respective reasonable best efforts to cause the Representatives not to, directly or indirectly, (i) initiate, solicit, encourage or take any other action to knowingly facilitate (including by way of furnishing information) any inquiries regarding, or the making of any proposal which constitutes, any Acquisition Proposalinformation as promptly as practicable, (ii) enter into immediately following execution hereof (and immediately following the Go-Shop Period End Date) take all steps necessary (to the extent reasonably possible) to terminate any agreementapproval under any confidentiality, arrangement “standstill” or understanding related similar provision that may have been heretofore given by PRE to any Person to make an Acquisition Proposal or enter into any agreement, arrangement or understanding requiring it to abandon, terminate or fail to consummate the Merger or any other transaction contemplated by this Agreement, and (iii) initiate or participate in any way in any negotiations or discussions regarding an Acquisition Proposal or any inquiry or proposal that constitutes, or could reasonably be expected to lead to, an Acquisition Proposal or (iv) amend or grant any waiver or release under any standstill or any similar agreement with respect to any class of the Company’s equity securities; provided, however, that, with respect to a bona fide, unsolicited written Acquisition Proposal made after the date hereof that does not result from a breach of this Section 6.3, at any time prior to obtaining the Company Stockholder Approval, the Company shall be entitled to (x) furnish information with respect to the Company and its Subsidiaries to the Person making such Acquisition Proposal (and its Representatives) pursuant to a customary confidentiality agreement containing provisions not less restrictive of such Person than those in the Confidentiality Agreement (defined in Section 9.7), provided that all such information has previously been provided to Parent or is provided to Parent prior to or substantially concurrent with the time it is provided to such Person, and (y) participate in discussions or negotiations with the Person making such Acquisition Proposal (and its Representatives) regarding such Acquisition Proposal, in each case commencing one business day after delivery of a written notice to Parent that it intends to furnish such information or enter into such discussions or negotiations (a “Determination Notice”), if (but only if) the Board of Directors of the Company has determined in good faith by the date on which the Determination Notice is given (A) after consultation with a financial advisor of nationally recognized reputation, that the Acquisition Proposal constitutes or would reasonably be expected to lead to a Superior Proposal (defined below) and (B) after consultation with outside legal counsel, that the failure to provide such information or enter into such discussions or negotiations would present a reasonably substantial risk of a breach of the fiduciary duties of the Company’s Board of Directors to the Company’s stockholders under applicable Law. Without limiting the foregoing, it is agreed that any violation of any provision or term in the preceding sentence by any Representative of the Company or any of its Subsidiaries shall be a breach of this Section 6.3(a) by the Company. The Company agrees that it will take the necessary steps to promptly inform the Representatives of the Company its and its Subsidiaries Subsidiaries’ Representatives of the obligations undertaken in this Section 6.3 ‎Section 6.08. (h) From and after the date of this Agreement, PRE shall promptly orally notify Parent of any request for information or any inquiries, proposals or offers relating to an Acquisition Proposal indicating, in connection with such notice, the name of such Person making such request, inquiry, proposal or offer and the material terms and conditions of any proposals or offers (including the identity of the party making such proposal and its financing sources (if applicable), the most current version of the proposed agreement relating thereto and any agreement relating to such financing) and PRE shall provide Parent written notice of any such inquiry, proposal or offer within 24 hours of such event and copies of any written or electronic correspondence to or from any Person making an Acquisition Proposal. PRE shall keep Parent informed orally, as soon as is reasonably practicable, of the status of any such Acquisition Proposal, including with respect to the status and terms of any such proposal or offer and whether any such proposal or offer has been withdrawn or rejected and PRE shall provide to Parent written notice of any such withdrawal or rejection and copies of any written proposals or requests for information within 24 hours. PRE also agrees to provide any information to Parent (not previously provided to Parent) that it is providing to another Person pursuant to this ‎Section 6.08 at substantially the same time it provides such information to such other Person. All information provided to Parent under this ‎Section 6.08 shall be kept confidential by Parent in accordance with the terms of the Confidentiality Agreement. (i) Nothing contained in this Agreement shall prevent the PRE Board from complying with its disclosure obligations to the PRE Shareholders contemplated by Rule 14d-9, 14e-2 or Item 1012(a) of Regulation M-A under the Exchange Act.

Acquisition Proposals. (a) The Company MLP GP and MLP shall, and they shall cause its Subsidiaries, the Subsidiaries and its Representatives of MLP GP and their officers, directors, employees, financial advisors, attorneys, accountants and other advisors, representatives and agents (collectively, “Representatives”) MLP to, immediately cease and cause to be terminated immediately terminate any activitiessolicitation, encouragement, discussions or negotiations with any Persons Person that may be ongoing with respect to, to or that could may reasonably be expected to lead to, an Acquisition Proposal Proposal. (defined below). The Company also agrees that it will promptly request each Person that has heretofore executed a confidentiality agreement in connection with its consideration of any Acquisition Proposal to return or destroy all confidential information heretofore furnished to such Person by or on behalf of it or any of its Subsidiaries, subject to the terms and conditions of such confidentiality agreements. As of the date hereof and prior to the Effective Time or earlier termination of this Agreement in accordance with Article VIII, the Company shall not, b) Neither MLP GP nor shall it permit any of its Subsidiaries to, nor shall it or its Subsidiaries authorize any of their respective Representatives toMLP shall, and the Company and each Subsidiary they shall use their respective commercially reasonable best efforts to cause the Subsidiaries and Representatives of MLP GP and MLP not to, directly or indirectly, (i) initiate, solicit, knowingly encourage or take any other action to knowingly facilitate (including by way of furnishing information) any inquiries regarding, or the making or submission of any proposal which constitutes, any Acquisition Proposal, (ii) enter into any agreement, arrangement or understanding related to any Acquisition Proposal or enter into any agreement, arrangement or understanding requiring it to abandon, terminate or fail to consummate the Merger or any other transaction contemplated by this Agreement, (iii) initiate or participate in any way in any negotiations or discussions regarding an Acquisition Proposal or any inquiry or proposal offer that constitutes, or could may reasonably be expected to lead to, an Acquisition Proposal Proposal, (ii) conduct or participate in any discussions or negotiations regarding any Acquisition Proposal, or (iviii) amend furnish to any Person any non-public information or grant any waiver or release under any standstill data relating to MLP or any similar agreement with respect to any class of its Subsidiaries. Notwithstanding the Company’s equity securities; provided, however, that, with respect to a bona fide, unsolicited written Acquisition Proposal made after the date hereof that does not result from a breach of this Section 6.3foregoing, at any time prior to obtaining the Company Stockholder MLP Unitholder Approval, the Company shall be entitled to MLP GP Conflicts Committee may take the actions described in clauses (xii) furnish information and (iii) of this Section 6.6(b) with respect to any Person that makes a bona fide written Acquisition Proposal that did not result from a material breach of this Section 6.6(b), if (A) the Company MLP GP Conflicts Committee, after consultation with its outside legal counsel and financial advisors, determines in good faith that such Acquisition Proposal constitutes or could reasonably be expected to result in a Superior Proposal and that the failure to take such action would be inconsistent with its Subsidiaries duties under the MLP Partnership Agreement or applicable Law, and (B) prior to furnishing any such non-public information to such Person, MLP receives from such Person an executed confidentiality agreement with reasonable customary terms as to the treatment of confidential information. MLP GP and MLP shall, as promptly as practicable (and in any event within 48 hours), advise PAA in writing of any Acquisition Proposal received from any third Person, including the identity of such third Person, or any request for discussions or negotiations with respect to any Acquisition Proposal, and the material terms of such Acquisition Proposal or request, as well as the identity of the Person making such Acquisition Proposal proposal or request. MLP GP and MLP shall, as promptly as practicable (and its Representatives) pursuant to a customary confidentiality agreement containing provisions not less restrictive of such Person than those in the Confidentiality Agreement (defined in Section 9.7all events within 48 hours), provided that all such information has previously been provided provide to Parent or is provided to Parent prior to or substantially concurrent with the time it is provided to such Person, and (y) participate in discussions or negotiations with the Person making such Acquisition Proposal (and its Representatives) regarding such Acquisition Proposal, in each case commencing one business day after delivery of a written notice to Parent that it intends to furnish such information or enter into such discussions or negotiations (a “Determination Notice”), if (but only if) the Board of Directors of the Company has determined in good faith by the date on which the Determination Notice is given (A) after consultation with a financial advisor of nationally recognized reputation, that the Acquisition Proposal constitutes or would reasonably be expected to lead to a Superior Proposal (defined below) and (B) after consultation with outside legal counsel, that the failure to provide such information or enter into such discussions or negotiations would present a reasonably substantial risk of a breach of the fiduciary duties of the Company’s Board of Directors to the Company’s stockholders under applicable Law. Without limiting the foregoing, it is agreed that any violation PAA copies of any provision or term in the preceding sentence written materials received by any Representative of the Company MLP GP, MLP or any of its their Subsidiaries or Representatives in connection with any of the foregoing. (c) MLP GP and MLP shall be keep PAA reasonably informed of any material developments regarding or changes in any Acquisition Proposal on a breach reasonably current basis (and in all events within 36 hours of such material development). MLP GP and MLP agree that they and their Subsidiaries will not enter into any confidentiality agreement with any Person that prohibits MLP GP or MLP or any of their Subsidiaries from providing any information to PAA in accordance with Section 6.5 or this Section 6.3(a6.6. (d) by The MLP Parties acknowledge that the Company. The Company agrees that it will take the necessary steps to promptly inform the Representatives of the Company and its Subsidiaries of the obligations undertaken agreements contained in this Section 6.3 6.6 are an integral part of the Merger Transactions, and in that, without these agreements, the Confidentiality Buyer Parties would not have entered into this Agreement.

Acquisition Proposals. (a) The Company shall, RMSI represents and shall cause its Subsidiaries, and its and their officers, directors, employees, financial advisors, attorneys, accountants and other advisors, representatives and agents (collectively, “Representatives”) to, immediately cease and cause to be warrants that it has terminated immediately any activities, discussions or negotiations with any Persons that may be ongoing with respect relating to, or that could may reasonably be expected to lead to, an any Acquisition Proposal (as defined below). The Company also agrees that it will promptly request each Person that has heretofore executed a confidentiality agreement in connection with its consideration of any Acquisition Proposal to return or destroy all confidential information heretofore furnished to such Person by or on behalf of it or any of its Subsidiaries, subject to the terms From and conditions of such confidentiality agreements. As of after the date hereof and prior to until the Effective Time or earlier termination of this Agreement in accordance with Article VIIIAgreement, the Company RMSI shall not, nor shall it permit any of its the RMSI Subsidiaries to, nor shall it authorize or its Subsidiaries authorize permit any officer, director, employee, agent, advisor or representative of RMSI or any of their respective Representatives to, and the Company and each Subsidiary shall use their respective reasonable best efforts to cause the Representatives not RMSI Subsidiaries to, directly or indirectly, indirectly (i) initiate, solicit, initiate or encourage or take any other action to knowingly facilitate (including by way of furnishing information) any inquiries regarding, or the making of any proposal which constitutessubmission of, any inquiries, proposals or offers from any person relating to an Acquisition Proposal, (ii) enter into any agreement, arrangement or understanding related agreement with respect to any Acquisition Proposal Proposal, or enter into any agreement, arrangement or understanding requiring it to abandon, terminate or fail to consummate the Merger or any other transaction contemplated by this Agreement, (iii) initiate enter into, engage in, or participate in or continue in, any way in discussions or negotiations regarding, or furnish to any negotiations person any information with respect to, or discussions regarding an Acquisition Proposal take any other action to facilitate any inquiries or the making of any inquiry or proposal that constitutes, or could would reasonably be expected to lead to, any Acquisition Proposal. (b) Xxxxxxx represents and warrants that it has terminated any discussions or negotiations relating to, or that may reasonably be expected to lead to, any Acquisition Proposal (as defined below). From and after the date hereof until the termination of this Agreement, Xxxxxxx shall not, nor shall it permit any of the Xxxxxxx Subsidiaries to, nor shall it authorize or permit any officer, director, employee, agent, advisor or representative of Xxxxxxx or any of the Xxxxxxx Subsidiaries to, directly or indirectly (i) solicit, initiate or encourage the submission of, any inquiries, proposals or offers from any person relating to an Acquisition Proposal or Proposal, (ivii) amend or grant enter into any waiver or release under any standstill or any similar agreement with respect to any class of the Company’s equity securities; providedAcquisition Proposal, howeveror (iii) enter into, thatengage in, with respect or participate or continue in, any discussions or negotiations regarding, or furnish to a bona fide, unsolicited written Acquisition Proposal made after the date hereof that does not result from a breach of this Section 6.3, at any time prior to obtaining the Company Stockholder Approval, the Company shall be entitled to (x) furnish person any information with respect to, or take any other action to facilitate any inquiries or the Company and its Subsidiaries to the Person making such Acquisition Proposal (and its Representatives) pursuant to a customary confidentiality agreement containing provisions not less restrictive of such Person than those in the Confidentiality Agreement (defined in Section 9.7)any proposal that constitutes, provided that all such information has previously been provided to Parent or is provided to Parent prior to or substantially concurrent with the time it is provided to such Person, and (y) participate in discussions or negotiations with the Person making such Acquisition Proposal (and its Representatives) regarding such Acquisition Proposal, in each case commencing one business day after delivery of a written notice to Parent that it intends to furnish such information or enter into such discussions or negotiations (a “Determination Notice”), if (but only if) the Board of Directors of the Company has determined in good faith by the date on which the Determination Notice is given (A) after consultation with a financial advisor of nationally recognized reputation, that the Acquisition Proposal constitutes or would reasonably be expected to lead to, any Acquisition Proposal. Notwithstanding anything to the contrary in this Agreement, Xxxxxxx may (A) furnish information to, or participate in discussions or negotiations with, any person or entity that makes bona fide, written, unsolicited Acquisition Proposal for which financing, to the extent required to consummate the Acquisition Proposal, is then fully and unconditionally committed in writing or is, in the good faith judgment of the Xxxxxxx Board of Directors, likely to be obtained, with respect to Xxxxxxx if the Board of Directors of Xxxxxxx determines in good faith (i) after receiving the advice of outside counsel and (ii) after receiving the advice of the financial advisor to the directors that such Acquisition Proposal, if accepted, is reasonably likely to be completed, taking into account all legal, financial, regulatory and other aspects of the Acquisition Proposal and the person making the Acquisition Proposal and that would, if consummated, result in a transaction more favorable to Xxxxxxx'x stockholders from a financial point of view than the transaction contemplated by this Agreement (any such Acquisition Proposal, a "Superior Proposal Proposal"); provided, however, that prior to Xxxxxxx'x furnishing such -------- ------- information or participating in such discussions or negotiations, such person or entity shall have executed a confidentiality and standstill agreement with Xxxxxxx having terms substantially similar to those contained in that certain exclusivity/confidentiality agreement, dated March 10, 1999 between Xxxxxxx and RMSI (defined below) the "Confidentiality Agreement"), and (B) after consultation comply with outside legal counselRules 14d-9 and 14e- 2 promulgated under the Exchange Act with respect to an Acquisition Proposal. (c) As used herein, the term "Acquisition Proposal" shall mean, with respect to any person, any proposal or offer for a (i) merger, consolidation or similar transaction involving such person, (ii) sale, lease or other disposition, directly or indirectly, by merger, consolidation, share exchange or otherwise, of any assets of such person or their subsidiaries representing 15% or more of the consolidated assets of such person and their subsidiaries, (iii) issue, sale or other disposition of (including by way of merger, consolidation, share exchange or any similar transaction) securities (or options, rights or warrants to purchase, or securities convertible into, such securities) representing 15% or more of the votes attached to the outstanding securities of such person, (iv) transaction in which any person shall acquire beneficial ownership (as such term is defined in Rule 13d-3 under the Exchange Act), or the right to acquire beneficial ownership, or any "group" (as such term is defined under the Exchange Act) shall have been formed which beneficially owns or has the right to acquire beneficial ownership of, 15% or more of the outstanding shares of such person's capital stock or (v) recapitalization, restructuring, liquidation or dissolution with respect to such person or their subsidiaries; provided, however, that the failure to provide such information or enter into such discussions or negotiations would present a reasonably substantial risk of a breach of term "Acquisition Proposal" shall not include the fiduciary duties of Merger and the Company’s Board of Directors to the Company’s stockholders under applicable Law. Without limiting the foregoing, it is agreed that any violation of any provision or term in the preceding sentence by any Representative of the Company or any of its Subsidiaries shall be a breach of this Section 6.3(a) by the Company. The Company agrees that it will take the necessary steps to promptly inform the Representatives of the Company and its Subsidiaries of the obligations undertaken in this Section 6.3 and in the Confidentiality Agreementtransactions contemplated thereby.

Acquisition Proposals. (a) The Company shall, and shall cause its Subsidiaries, and its and their officers, directors, employees, financial advisors, attorneys, accountants and other advisors, representatives and agents (collectively, “Representatives”) to, immediately cease and cause to be terminated immediately any activities, discussions or negotiations with any Persons that may be ongoing with respect to, or that could reasonably be expected to lead to, an Acquisition Proposal (defined below). The Company also agrees that it will promptly request each Person that has heretofore executed a confidentiality agreement in connection with its consideration of any Acquisition Proposal to return or destroy all confidential information heretofore furnished to such Person by or on behalf of it or any of its Subsidiaries, subject to the terms and conditions of such confidentiality agreements. As of the date hereof and prior to the Effective Time or earlier termination of this Agreement in accordance with Article VIII, the Company shall not, nor shall will it permit any of its Subsidiaries to, nor shall will it authorize or permit any officer, director or employee or any investment banker, attorney, accountant or other advisor or representative (each, a “Representative”) of the Company or any of its Subsidiaries authorize any of their respective Representatives to, and the Company and each Subsidiary shall use their respective reasonable best efforts to cause the Representatives not to, directly or indirectly, (i) initiate, solicit, initiate or encourage or take any other action to knowingly facilitate (including by way of furnishing information) any inquiries regarding, inquiry or the making of any proposal which constitutes, any Acquisition Proposal, (ii) enter into any agreement, arrangement or understanding related to any Acquisition Proposal or enter into any agreement, arrangement or understanding requiring it to abandon, terminate or fail to consummate the Merger offer or any other transaction contemplated by this Agreement, (iii) initiate effort or participate in any way in any negotiations or discussions regarding an Acquisition Proposal or any inquiry or proposal attempt that constitutes, or could may reasonably be expected to lead to, any Acquisition Proposal (as hereinafter defined), (ii) engage in, continue or otherwise participate in any discussions or negotiations regarding, or furnish to any person any non-public information with respect to the Company or any of its Subsidiaries, or take any other action to facilitate, any Acquisition Proposal, or (iii) enter into any letter of intent, agreement or agreement in principle with respect to an Acquisition Proposal Proposal. Immediately after the execution and delivery of this Agreement, the Company will, and will cause its Subsidiaries and Affiliates and their respective Representatives to, cease and terminate any existing activities, discussions or (iv) amend or grant negotiations with any waiver or release under any standstill or any similar agreement Person conducted heretofore with respect to any class possible Acquisition Proposal, shall promptly cause to be returned or destroyed all confidential information provided by or on behalf of the Company’s equity securities; providedCompany or any of its Subsidiaries to such Person and shall notify each such Person or its Representatives that the Company Board no longer seeks or requests the making of any Acquisition Proposal, however, that, with respect and withdraws any consent theretofore given to a bona fide, unsolicited written the making of an Acquisition Proposal made after Proposal. (b) Notwithstanding anything to the date hereof that does not result from a breach contrary contained in Section 6.2(a) or any other provisions of this Section 6.3Agreement, if at any time prior to obtaining the Effective Time, (i) the Company Stockholder Approval, has received a bona fide Acquisition Proposal that does not result in the breach of Section 6.2(a) and (ii) the Company shall Board determines in good faith, after consultation with its financial advisor and outside legal counsel, that such Acquisition Proposal constitutes or could reasonably be entitled expected to result in a Superior Proposal, then the Company may (xA) furnish information with respect to the Company and its Subsidiaries to the Person making such Acquisition Proposal (and its Representatives) pursuant to a customary confidentiality agreement containing provisions not less restrictive of such Person than those in the Confidentiality Agreement (defined form customarily used in Section 9.7), provided that all such information has previously been provided to Parent or is provided to Parent prior to or substantially concurrent with the time it is provided to such Person, similar circumstance and (yB) participate engage in discussions or negotiations with the Person making such Acquisition Proposal (and its Representatives) regarding such Acquisition Proposal, in each case commencing one business day after delivery of a written notice to Parent provided, that it intends to furnish such information or enter into such discussions or negotiations (a “Determination Notice”), if (but only if) the Board of Directors of the Company has determined in good faith by the date on which the Determination Notice is given (A) the Company shall promptly (and in any event within 24 hours after consultation with a financial advisor the receipt of nationally recognized reputation, that the such bona fide Acquisition Proposal constitutes by the Company, the Company Board or would reasonably be expected to lead to a Superior the Independent Committee) advise Parent of (x) its receipt after the date hereof of any Acquisition Proposal and the material terms and conditions of such Acquisition Proposal (defined belowincluding the identity of the person making any such Acquisition Proposal) and (y) copies of all draft agreements (and any other material written material relating to such Acquisition Proposal) provided to the Company in connection with any such Acquisition Proposal, (B) after consultation with outside legal counsel, that the failure Company shall promptly (and in any event within 24 hours) provide or make available to provide such Parent any material non-public information or enter into such discussions or negotiations would present a reasonably substantial risk of a breach of the fiduciary duties of the Company’s Board of Directors to the Company’s stockholders under applicable Law. Without limiting the foregoing, it is agreed that any violation of any provision or term in the preceding sentence by any Representative of concerning the Company or any of its Subsidiaries that is provided to the Person making such Acquisition Proposal or its Representatives which was not previously or concurrently provided or made available to Parent, and (C) the Company shall be keep Parent reasonably apprised of any related material developments, discussions and negotiations related to any such Acquisition Proposal (including any subsequent material change to the financial terms or other material terms or conditions thereof). (c) The Company Board will not (i) fail to recommend that shareholders of the Company vote in favor of this Agreement and the Merger (the “Company Board Recommendation”) or fail to include the Company Board Recommendation in the Prospectus or (ii) withhold, withdraw, qualify or modify, or publicly announce its intent to withhold, withdraw, qualify or modify, in a manner adverse to Parent or Merger Sub, the Company Board Recommendation (actions described in this clause (ii) referred to as a “Change of Recommendation”). Notwithstanding anything to the contrary set forth in this Agreement, prior to the time the Required Company Vote is obtained, but not after, the Company Board may effect a Change of Recommendation if the Company Board (acting upon recommendation of the Independent Committee) has determined in good faith, after consultation with its financial advisor and outside legal counsel, that failure to take such action would constitute a breach of the directors’ fiduciary duties under applicable Laws; provided, however, that prior to taking such action, (i) the Company Board shall have given Parent at least five business days’ prior written notice of its intention to take such action and a description of the reasons for taking such action, and (ii) following the end of such notice period, the Company Board (acting upon recommendation of the Independent Committee) shall have considered in good faith any revisions to this Section 6.3(a) Agreement proposed in writing by Parent in a manner that would form a binding contract if accepted by the Company. The Company agrees , and shall have determined in good faith, after consultation with its financial advisor and outside legal counsel, that it will take the necessary steps failure to promptly inform the Representatives effect a Change of Recommendation could constitute a breach of the Company and its Subsidiaries of the obligations undertaken in this Section 6.3 and in the Confidentiality Agreementdirectors’ fiduciary duties under applicable Laws.

Acquisition Proposals. (a) The Company shallFrom and after the date hereof until the termination of this Agreement, Pamrapo agrees that it shall not directly or indirectly, and that it shall direct and use its best efforts to cause its Subsidiariesdirectors, and its and their officers, directors, employees, financial advisors, attorneys, accountants agents and other advisors, representatives and agents (collectively, “Representatives”) not to, directly or indirectly, initiate, solicit, encourage or otherwise facilitate any inquiries or the making of any proposal or offer with respect to a merger, reorganization, share exchange, consolidation or similar transaction involving Pamrapo, or any purchase of all or a substantial portion of all of the assets of Pamrapo other than the purchase of sales of loans securities in the ordinary course of business consistent with past practice or more than 25% of the outstanding equity securities of Pamrapo (any such proposal or offer being hereinafter referred to as “Pamrapo Acquisition Proposal”). Pamrapo further agrees that it shall not, and that it shall direct and use its best efforts to cause its directors, officers, employees, agents and representatives not to, directly or indirectly, engage in any negotiations concerning, or provide any confidential information or data to, or have any discussions with, any person relating to a Pamrapo Acquisition Proposal, or otherwise facilitate any effort or attempt to make or implement a Pamrapo Acquisition Proposal; provided, however, that nothing contained in this Agreement shall prevent Pamrapo or the Pamrapo board of directors from (A) complying with its disclosure obligations under federal or state law; (B) providing information in response to a request therefore by a person who has made an unsolicited bona fide written Pamrapo Acquisition Proposal if the Pamrapo board of directors receives from the person so requesting such information an executed confidentiality agreement; (C) engaging in any negotiations or discussions with any person who has made an unsolicited bona fide written Pamrapo Acquisition Proposal or (D) voting to recommend such a Pamrapo Acquisition Proposal to the stockholders of Pamrapo, if and only to the extent that, in each such case referred to in clause (B), (C) or (D) above, (i) the Pamrapo board of directors determines in good faith (after consultation with its outside legal counsel) that such action would be required in order for its directors to comply with their respective fiduciary duties under applicable law and (ii) the Pamrapo board of directors determines in good faith (after consultation with its outside legal counsel and receipt of a written opinion of its financial advisor) that such a Pamrapo Acquisition Proposal, if accepted, is reasonably likely to be consummated, taking into account all legal, financial and regulatory aspects of the proposal and the person making the proposal and would, if consummated, result in a transaction more favorable to Pamrapo’s stockholders from a financial point of view than the Merger. A Pamrapo Acquisition Proposal which is received and considered by the Pamrapo board of directors in compliance with this Section 6.6(a) hereof and which meets the requirements set forth in subclauses (i) and (ii) of the preceding sentence is herein referred to as a “Superior Proposal.” Pamrapo agrees that it will immediately cease and cause to be terminated immediately any existing activities, discussions or negotiations with any Persons that may be ongoing parties conducted heretofore with respect to, or that could reasonably be expected to lead to, an any Pamrapo Acquisition Proposal (defined below)Proposals. The Company also Pamrapo agrees that it will promptly request each Person that has heretofore executed a confidentiality agreement in connection with its consideration notify (which notification shall not be more than 24 hours after the earlier of knowledge or receipt of such inquiry, proposal, offer or request) BCB if any Acquisition Proposal such inquiries, proposals or offers are received by, any such information is requested from, or any such discussions or negotiations are sought to return be initiated or destroy all confidential information heretofore furnished to such Person by or on behalf of it continued with, Pamrapo or any of its Subsidiaries, subject to the terms representatives. (b) From and conditions of such confidentiality agreements. As of after the date hereof and prior to until the Effective Time or earlier termination of this Agreement in accordance with Article VIIIAgreement, the Company BCB agrees that it shall not, nor and that it shall it permit any of direct and use its Subsidiaries to, nor shall it or its Subsidiaries authorize any of their respective Representatives to, and the Company and each Subsidiary shall use their respective reasonable best efforts to cause the Representatives its directors, officers, employees, agents and representatives not to, directly or indirectly, (i) initiate, solicit, encourage or take any other action to knowingly otherwise facilitate (including by way of furnishing information) any inquiries regarding, or the making of any proposal which constitutesor offer with respect to a merger, reorganization, share exchange, consolidation or similar transaction involving BCB, or any purchase of all or a substantial portion of all of the assets of BCB other than the purchase of sales of loans or securities in the ordinary course of business consistent with past practice or more than 25% of the outstanding equity securities of BCB (any such proposal or offer being hereinafter referred to as “BCB Acquisition Proposal”). BCB further agrees that it shall not, and that it shall direct and use its best efforts to cause its directors, officers, employees, agents and representatives not to, directly or indirectly, engage in any negotiations concerning, or provide any confidential information or data to, or have any discussions with, any person relating to a BCB Acquisition Proposal, or otherwise facilitate any effort or attempt to make or implement a BCB Acquisition Proposal; provided, however, that nothing contained in this Agreement shall prevent BCB or the BCB board of directors from (iiA) enter into any agreement, arrangement complying with its disclosure obligations under federal or understanding related state law; (B) providing information in response to any a request therefore by a person who has made an unsolicited bona fide written a BCB Acquisition Proposal or enter into any if the BCB board of directors receives from the person so requesting such information an executed confidentiality agreement, arrangement or understanding requiring it to abandon, terminate or fail to consummate the Merger or any other transaction contemplated by this Agreement, ; (iiiC) initiate or participate in any way engaging in any negotiations or discussions regarding with any person who has made an Acquisition Proposal or any inquiry or proposal that constitutes, or could reasonably be expected to lead to, an unsolicited bona fide written BCB Acquisition Proposal or (ivD) amend voting to recommend such a BCB Acquisition Proposal to the stockholders of BCB, if and only to the extent that, in each such case referred to in clause (B), (C) or grant (D) above, (i) the BCB board of directors determines in good faith (after consultation with its outside legal counsel) that such action would be required in order for its directors to comply with their respective fiduciary duties under applicable law and (ii) the BCB board of directors determines in good faith (after consultation with its outside legal counsel and receipt of a written opinion of its financial advisor) that such BCB Acquisition Proposal, if accepted, is reasonably likely to be consummated, taking into account all legal, financial and regulatory aspects of the proposal and the person making the proposal and would, if consummated, result in a transaction more favorable to BCB’s stockholders from a financial point of view than the Merger. A BCB Acquisition Proposal which is received and considered by the BCB board of directors in compliance with this Section 6.6(b) hereof and which meets the requirements set forth in subclauses (i) and (ii) of the preceding sentence is herein referred to as a “Superior Proposal.” BCB agrees that it will immediately cease and cause to be terminated any waiver existing activities, discussions or release under negotiations with any standstill or any similar agreement parties conducted heretofore with respect to any class of the Company’s equity securities; provided, however, that, with respect to a bona fide, unsolicited written BCB Acquisition Proposal made Proposals. BCB agrees that it will promptly notify (which notification shall not be more than 24 hours after the date hereof that does not result from a breach earlier of this Section 6.3, at any time prior to obtaining the Company Stockholder Approval, the Company shall be entitled to (x) furnish information with respect to the Company and its Subsidiaries to the Person making such Acquisition Proposal (and its Representatives) pursuant to a customary confidentiality agreement containing provisions not less restrictive knowledge or receipt of such Person than those in the Confidentiality Agreement (defined in Section 9.7)inquiry, provided that all proposal, offer or request) Pamrapo if any such inquiries, proposals or offers are received by, any such information has previously been provided to Parent is requested from, or is provided to Parent prior to or substantially concurrent with the time it is provided to such Person, and (y) participate in discussions or negotiations with the Person making such Acquisition Proposal (and its Representatives) regarding such Acquisition Proposal, in each case commencing one business day after delivery of a written notice to Parent that it intends to furnish such information or enter into any such discussions or negotiations (a “Determination Notice”)are sought to be initiated or continued with, if (but only if) the Board of Directors of the Company has determined in good faith by the date on which the Determination Notice is given (A) after consultation with a financial advisor of nationally recognized reputation, that the Acquisition Proposal constitutes or would reasonably be expected to lead to a Superior Proposal (defined below) and (B) after consultation with outside legal counsel, that the failure to provide such information or enter into such discussions or negotiations would present a reasonably substantial risk of a breach of the fiduciary duties of the Company’s Board of Directors to the Company’s stockholders under applicable Law. Without limiting the foregoing, it is agreed that any violation of any provision or term in the preceding sentence by any Representative of the Company BCB or any of its Subsidiaries shall be a breach of this Section 6.3(a) by the Company. The Company agrees that it will take the necessary steps to promptly inform the Representatives of the Company and its Subsidiaries of the obligations undertaken in this Section 6.3 and in the Confidentiality Agreementrepresentatives.

Acquisition Proposals. Except as contemplated hereby, the Company shall not (a) The Company shall, and shall use its best efforts to cause its Subsidiaries, and its and their officers, directors, employeesdirectors and employees and any investment banker, financial advisorsadvisor, attorneysattorney, accountants and accountant, or other advisorsagent or representative retained by it not to) directly or indirectly, representatives and agents initiate, solicit or encourage (collectivelyincluding by way of furnishing information or assistance), “Representatives”) toor take any other action to facilitate, immediately cease and cause to be terminated immediately any activities, discussions inquiries or negotiations with the making of any Persons that may be ongoing with respect proposal relating to, or that could may reasonably be expected to lead to, the acquisition of all or a significant part of the business and properties or capital stock of the Company, whether by merger, purchase of assets, tender offer or otherwise with a third party other than Parent (an "Acquisition Proposal"), or enter into discussions or negotiate with any person or entity in furtherance of such inquiries or to obtain an Acquisition Proposal (defined below). The Company also agrees that it will promptly request each Person that has heretofore executed a confidentiality agreement in connection with its consideration of any Acquisition Proposal to return or destroy all confidential information heretofore furnished to such Person by or on behalf of it or any of its Subsidiaries, subject to the terms and conditions of such confidentiality agreements. As of the date hereof and prior to the Effective Time or earlier termination of this Agreement in accordance with Article VIII, the Company shall not, nor shall it permit any of its Subsidiaries to, nor shall it or its Subsidiaries authorize any of their respective Representatives to, and the Company and each Subsidiary shall use their respective reasonable best efforts to cause the Representatives not to, directly or indirectly, (i) initiate, solicit, encourage or take any other action to knowingly facilitate (including by way of furnishing information) any inquiries regardingProposal, or the making of any proposal which constitutes, agree to or endorse any Acquisition Proposal, (ii) enter into or authorize or permit any agreement, arrangement or understanding related to any Acquisition Proposal or enter into any agreement, arrangement or understanding requiring it to abandon, terminate or fail to consummate the Merger or any other transaction contemplated by this Agreement, (iii) initiate or participate in any way in any negotiations or discussions regarding an Acquisition Proposal or any inquiry or proposal that constitutes, or could reasonably be expected to lead to, an Acquisition Proposal or (iv) amend or grant any waiver or release under any standstill or any similar agreement with respect to any class of the Company’s equity securities; providedofficers, howeverdirectors, that, with respect to a bona fide, unsolicited written Acquisition Proposal made after the date hereof that does not result from a breach of this Section 6.3, at any time prior to obtaining the Company Stockholder Approval, the Company shall be entitled to (x) furnish information with respect to the Company and its Subsidiaries to the Person making such Acquisition Proposal (and its Representatives) pursuant to a customary confidentiality agreement containing provisions not less restrictive of such Person than those in the Confidentiality Agreement (defined in Section 9.7), provided that all such information has previously been provided to Parent employees or is provided to Parent prior to or substantially concurrent with the time it is provided to such Person, and (y) participate in discussions or negotiations with the Person making such Acquisition Proposal (and its Representatives) regarding such Acquisition Proposal, in each case commencing one business day after delivery of a written notice to Parent that it intends to furnish such information or enter into such discussions or negotiations (a “Determination Notice”), if (but only if) the Board of Directors of the Company has determined in good faith by the date on which the Determination Notice is given (A) after consultation with a financial advisor of nationally recognized reputation, that the Acquisition Proposal constitutes or would reasonably be expected to lead to a Superior Proposal (defined below) and (B) after consultation with outside legal counsel, that the failure to provide such information or enter into such discussions or negotiations would present a reasonably substantial risk of a breach of the fiduciary duties of the Company’s Board of Directors to the Company’s stockholders under applicable Law. Without limiting the foregoing, it is agreed that any violation of any provision or term in the preceding sentence by any Representative agents of the Company or any of its Subsidiaries shall be a breach of this Section 6.3(a) investment banker, financial advisor, attorney, accountant or other representative retained by the CompanyCompany to take any such action. The Company agrees that it will take the necessary steps to shall as promptly inform the Representatives as practicable notify Parent of all relevant terms of any such inquiries or proposals received by the Company and, if such inquiry or proposal is in writing, the Company shall as promptly as practicable deliver or cause to be delivered to Parent a copy of such inquiry or proposal. Notwithstanding the foregoing, nothing shall prohibit the Company's Board of Directors from (a) furnishing information to, or entering into discussions or negotiations with, any persons or entity in connection with an unsolicited bona fide proposal in connection with an Acquisition Proposal if, and its Subsidiaries of only to the obligations undertaken in this Section 6.3 and in extent that (i) such unsolicited bona fide proposal is on terms that the Confidentiality Agreement.Company's

Acquisition Proposals. (a) The Company shalland its Subsidiaries will, and shall the Company will cause its Subsidiaries, and its and their officers, directors, employees, financial advisors, attorneys, accountants and other advisors, representatives and agents (collectively, “Representatives”) Subsidiaries’ Representatives to, immediately cease and cause to be terminated immediately any activities, discussions or negotiations with any Persons Person or group that may be ongoing with respect to, or that could reasonably be expected to lead to, an Acquisition Proposal (defined below). The Company also agrees that it will promptly request each Person that has heretofore executed a confidentiality agreement in connection with its consideration of any Acquisition Proposal Proposal. With respect to any Person or group with whom such discussions or negotiations have been terminated, the Company will request that such Person or group promptly return or destroy all confidential in accordance with the terms of the applicable confidentiality agreement any information heretofore furnished to such Person by or on behalf of it or any of its Subsidiariesthe Company. (b) Except as expressly permitted by this Section 6.2, subject to from the terms and conditions of such confidentiality agreements. As of date following the date hereof and prior to until the Effective Time or earlier termination of this Agreement in accordance with Article VIIIOffer Closing (the “No-Shop Period”), the Company shall not, nor shall it permit any of and its Subsidiaries to, nor shall it or its Subsidiaries authorize any of their respective Representatives towill not, and the Company and each Subsidiary shall use their respective reasonable best efforts to cause the will not authorize, direct or knowingly permit its Representatives not to, directly or indirectly, (i) initiate, solicit, solicit or knowingly encourage or take any other action to knowingly facilitate (including by way of furnishing information) any inquiries regarding, or the making of any proposal which or offer that constitutes, any or would reasonably be expected to result in, an Acquisition Proposal, (ii) engage in, enter into any agreementinto, arrangement continue or understanding related to any Acquisition Proposal or enter into any agreement, arrangement or understanding requiring it to abandon, terminate or fail to consummate the Merger or any other transaction contemplated by this Agreement, (iii) initiate or otherwise participate in any way in any negotiations or discussions regarding an Acquisition Proposal or any inquiry or proposal that constitutes, or could reasonably be expected to lead to, an Acquisition Proposal or (iv) amend or grant any waiver or release under any standstill or any similar agreement with respect to any class of the Company’s equity securities; provided, however, that, with respect to a bona fide, unsolicited written Acquisition Proposal made after the date hereof that does not result from a breach of this Section 6.3, at any time prior to obtaining the Company Stockholder Approval, the Company shall be entitled to (x) furnish information with respect to the Company and its Subsidiaries to the Person making such Acquisition Proposal (and its Representatives) pursuant to a customary confidentiality agreement containing provisions not less restrictive of such Person than those in the Confidentiality Agreement (defined in Section 9.7), provided that all such information has previously been provided to Parent or is provided to Parent prior to or substantially concurrent with the time it is provided to such Person, and (y) participate in discussions or negotiations with the any Person making such Acquisition Proposal (and its Representatives) regarding such Acquisition Proposalwith respect to, in each case commencing one business day after delivery of a written notice to Parent that it intends to furnish such or provide any non-public information or enter into such discussions or negotiations (a “Determination Notice”), if (but only if) the Board of Directors of data concerning the Company has determined in good faith by the date on which the Determination Notice is given (A) after consultation with a financial advisor of nationally recognized reputationor its Subsidiaries to any Person relating to, any proposal or offer that the Acquisition Proposal constitutes constitutes, or would reasonably be expected to lead to a Superior result in, an Acquisition Proposal (defined belowfor avoidance of doubt, it being understood that the foregoing will not prohibit the Company or the Company Representatives from making such Person aware of the restrictions of this Section 6.2 in response to the receipt of an Acquisition Proposal), or (iii) enter into any acquisition agreement, merger agreement or similar definitive agreement, or any letter of intent, memorandum of understanding or agreement in principle or any other agreement (other than an Acceptable Confidentiality Agreement) relating to an Acquisition Proposal (an “Alternative Acquisition Agreement”). The Company will not, and (B) will cause its Affiliates not to, release any third party from, or waive, amend or modify any provision of, or grant permission under, or fail to enforce, any standstill provision in any agreement to which the Company or any of its Affiliates is a party; provided that, with respect to any Person that did not express an interest in obtaining information or otherwise evaluating the Company during the period between August 10, 2020 and the date of this Agreement, if the Board determines in good faith, after consultation with the Company’s outside legal counsel, that the failure to take such action would be inconsistent with the directors’ fiduciary duties under applicable Laws, the Company may waive any such standstill provision solely to the extent necessary to permit a third party to make a confidential Acquisition Proposal to the Board. (c) Notwithstanding anything to the contrary contained in Section 6.2(a) or 6.2(b) at any time during the No-Shop Period, if the Company receives an Acquisition Proposal from any Person the Company and its Representatives may contact such Person to clarify the terms and conditions thereof and (i) the Company and its Representatives may provide information (including non-public information and data) regarding, and afford access to the business, properties, assets, books, records and personnel of, the Company and its Subsidiaries to such Person if the Company receives from such Person (or has received from such Person) an executed Acceptable Confidentiality Agreement, provided that the Company promptly (and in any event within 24 hours) makes available to Parent any non-public information concerning the Company or its Subsidiaries that is provided to any Person given such access that was not previously made available to the Parent and (ii) the Company and its Representatives may engage in, enter into such into, continue or otherwise participate in any discussions or negotiations would present with such Person with respect to such Acquisition Proposal, if and only to the extent that prior to taking any action described in clauses (i) or (ii) above, the Board determines in good faith and after consultation with its independent financial advisor and outside legal counsel that such Acquisition Proposal either constitutes a Superior Proposal or could reasonably substantial risk be expected to result in a Superior Proposal. (d) During the No-Shop Period, the Company will promptly after knowledge by the Company of receipt (and in any event within 24 hours after knowledge of receipt), notify Parent both orally and in writing of the receipt by the Company of any Acquisition Proposal or any request for information from, or any negotiations sought to be initiated or resumed with, either the Company or its Representatives concerning an Acquisition Proposal, which notice will, to the extent providing such information will not constitute a violation by the Company or any of its Subsidiaries of a breach confidentiality agreement in effect as of the fiduciary duties date of this Agreement, include (i) a copy of any Acquisition Proposal (including any financing commitments) made in writing and other written terms or proposals provided to the Company or any of its Subsidiaries and (ii) a written summary of the Company’s Board material terms of Directors any Acquisition Proposal not made in writing or any such inquiry or request. The Company will keep Parent reasonably informed on a prompt basis (and in any event within 24 hours) of any material developments regarding any Acquisition Proposal or requests for non-public information from the proponent of an Acquisition Proposal and, upon the reasonable request of Parent, will apprise Parent of the status of any discussions or negotiations with respect to the Company’s stockholders under applicable Law. Without limiting any of the foregoing, it is agreed that any violation of any provision or term in the preceding sentence by any Representative . None of the Company or any of its Subsidiaries shall be a breach will, after the date of this Section 6.3(a) Agreement, enter into any agreement that would prohibit them from providing such information or the information contemplated by the Company. The last sentence of Section 6.2(a) to Parent. (e) Except as set forth in this Section 6.2(e), the Board will not (i) (A) change, withhold, withdraw, qualify or modify, in a manner adverse to Parent (or publicly propose or resolve to change, withhold, withdraw, qualify or modify), the Company agrees that it will take Recommendation, (B) fail to include the necessary steps Company Recommendation in the Schedule 14D-9, (C) publicly approve or recommend, or publicly propose to promptly inform approve or recommend to the Representatives Stockholders, an Acquisition Proposal, (D) if a tender offer 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 offer or exchange offer by the Stockholders within ten Business Days after commencement or (E) fail to publicly reaffirm the Company Recommendation within two (2) Business Days after the Company receives a written request from Parent to do so (any of the foregoing, a “Change of Recommendation”) or (ii) authorize, adopt or approve or publicly propose to authorize, adopt or approve, an Acquisition Proposal, or cause or permit the Company or any of its Subsidiaries to enter into any Alternative Acquisition Agreement. Notwithstanding anything to the contrary set forth in this Agreement, the Board may (I) effect a Change of Recommendation if the Board determines (after consultation with its outside legal counsel) that, as a result of a development or change in circumstances that occurs or arises after the execution and delivery of this Agreement (other than a Superior Proposal) that was not known or reasonably foreseeable (or the consequences of which were not known or reasonably foreseeable) to the Board prior to the execution and delivery of this Agreement (an “Intervening Event”), the failure to effect a Change of Recommendation could reasonably be expected to be inconsistent with the directors’ fiduciary duties under applicable Law; provided that no change in the price or trading volume of the Common Stock or the common stock of Parent will be taken into account for purposes of determining whether an Intervening Event has occurred (it being understood, however, that any underlying cause thereof may be taken into account for purposes of determining whether a Intervening Event has occurred); and (II) effect a Change of Recommendation if the Company receives an Acquisition Proposal that the Board determines in good faith (after consultation with outside counsel and its Subsidiaries of independent financial advisors) constitutes a Superior Proposal, authorize, adopt, or approve such Superior Proposal and cause or permit the obligations undertaken Company to enter into an Alternative Acquisition Agreement with respect to such Superior Proposal; provided, however, that the Board may only take the actions described in (1) clause (II) if the Company terminates this Agreement pursuant to Section 6.3 8.3(a) concurrently with entering into such Alternative Acquisition Agreement and pays the applicable Company Termination Fee in the Confidentiality Agreement.compliance with Section 8.5(c) and (2) clauses (I) or (II) if:

Acquisition Proposals. Without limitation on any of such party's other obligations under this Agreement (a) The including under Article IV hereof), each of Parent and the Company agrees that neither it nor any of its Subsidiaries nor any of the officers and directors of it or its Subsidiaries shall, and that it shall use its reasonable best efforts to cause its Subsidiaries, and its and their officers, directors, Subsidiaries' employees, financial advisorsagents and representatives (including any investment banker, attorneys, accountants and other advisors, representatives and agents (collectively, “Representatives”) to, immediately cease and cause to be terminated immediately any activities, discussions attorney or negotiations with any Persons that may be ongoing with respect to, or that could reasonably be expected to lead to, an Acquisition Proposal (defined below). The Company also agrees that it will promptly request each Person that has heretofore executed a confidentiality agreement in connection with its consideration of any Acquisition Proposal to return or destroy all confidential information heretofore furnished to such Person accountant retained by or on behalf of it or any of its Subsidiaries, subject to the terms and conditions of such confidentiality agreements. As of the date hereof and prior to the Effective Time or earlier termination of this Agreement in accordance with Article VIII, the Company shall not, nor shall it permit any of its Subsidiaries to, nor shall it or its Subsidiaries authorize any of their respective Representatives to, and the Company and each Subsidiary shall use their respective reasonable best efforts to cause the Representatives ) not to, directly or indirectly, (i) initiate, solicit, encourage or take any other action to knowingly facilitate (including by way of furnishing information) any inquiries regarding, or the making of any proposal which constitutesor offer with respect to a merger, reorganization, share exchange, consolidation, business combination, recapitalization, liquidation, dissolution or similar transaction involving it, or any purchase or sale of the assets (including stock of Subsidiaries) of such party and its Subsidiaries, taken as a whole, having an aggregate value equal to $5,000,000 or more, or any purchase or sale of, or tender or exchange offer for, 10% or more of the equity securities of such party (any such proposal or offer (other than a proposal or offer made by the other party or an affiliate thereof) being hereinafter referred to as an "Acquisition Proposal"). Each of Parent and the Company further agrees that neither it nor any of its Subsidiaries nor any of the officers and directors of it or its Subsidiaries shall, and that it shall use its reasonable best efforts to cause its and its Subsidiaries' employees, agents and representatives (including any investment banker, attorney or accountant retained by it or any of its Subsidiaries) not to, directly or indirectly, have any discussion with or provide any confidential information or data to any Person relating to an Acquisition Proposal, (ii) enter into any agreement, arrangement or understanding related to any Acquisition Proposal or enter into any agreement, arrangement or understanding requiring it to abandon, terminate or fail to consummate the Merger or any other transaction contemplated by this Agreement, (iii) initiate or participate in any way engage in any negotiations concerning an Acquisition Proposal, or discussions regarding knowingly facilitate any effort or attempt to make or implement an Acquisition Proposal or accept an Acquisition Proposal. Notwithstanding anything in this Agreement to the contrary, Parent and its Board of Directors shall be permitted to comply with Rule 14d-9 and Rule 14e-2 promulgated under the Exchange Act with regard to an Acquisition Proposal. Parent or the Company, as the case may be, shall promptly notify the other party of any inquiry such inquiries, proposals or proposal that constitutesoffers received by, any such information requested from, or could reasonably be expected to lead to, an Acquisition Proposal or (iv) amend or grant any waiver or release under any standstill or any similar agreement with respect to any class of the Company’s equity securities; provided, however, that, with respect to a bona fide, unsolicited written Acquisition Proposal made after the date hereof that does not result from a breach of this Section 6.3, at any time prior to obtaining the Company Stockholder Approval, the Company shall be entitled to (x) furnish information with respect to the Company and its Subsidiaries to the Person making such Acquisition Proposal (and its Representatives) pursuant to a customary confidentiality agreement containing provisions not less restrictive of such Person than those in the Confidentiality Agreement (defined in Section 9.7), provided that all such information has previously been provided to Parent or is provided to Parent prior to or substantially concurrent with the time it is provided to such Person, and (y) participate in discussions or negotiations with the Person making such Acquisition Proposal (and its Representatives) regarding such Acquisition Proposal, in each case commencing one business day after delivery of a written notice to Parent that it intends to furnish such information or enter into such discussions or negotiations (a “Determination Notice”)sought to be initiated or continued with, if (but only if) the Board any of Directors of the Company has determined in good faith by the date on which the Determination Notice is given (A) after consultation it or its Subsidiaries or with a financial advisor of nationally recognized reputation, that the Acquisition Proposal constitutes or would reasonably be expected to lead to a Superior Proposal (defined below) and (B) after consultation with outside legal counsel, that the failure to provide such information or enter into such discussions or negotiations would present a reasonably substantial risk of a breach of the fiduciary duties of the Company’s Board of Directors to the Company’s stockholders under applicable Law. Without limiting the foregoing, it is agreed that any violation of any provision or term in the preceding sentence by any Representative of the Company or any of its Subsidiaries shall be a breach or its Subsidiaries' officers, directors, employees, agents or other representatives indicating, in connection with such notice, the name of this Section 6.3(a) by such Person and the Companymaterial terms and conditions of any inquiries, proposals or offers. The Each of Parent and the Company agrees that it will take promptly keep the necessary steps other party informed of the status and terms of any such proposals or offers. Each of Parent and the Company agrees that it will, and will cause its officers, directors, employees, agents and other representatives to, immediately cease and cause to be terminated any activities, discussions or negotiations existing as of the date of this Agreement with any parties conducted heretofore with respect to any Acquisition Proposal. Each of Parent and the Company agrees that it will use reasonable best efforts to promptly inform the Representatives of the Company its officers, directors, employees, agents and its Subsidiaries other representatives of the obligations undertaken in this Section 6.3 and in the Confidentiality Agreement5.5.

Acquisition Proposals. (a) From the date hereof until the Closing Date or, if earlier, the termination of this Agreement in accordance with Article 12, the Company and its Subsidiaries shall not, and the Company shall instruct and use its reasonable best efforts to cause its representatives, not to, directly or indirectly: (i) initiate, solicit or engage in any negotiations with any Person with respect to, or provide any non‑public information or data concerning the Company or any of the Company’s Subsidiaries to any Person relating to, an Acquisition Proposal or afford to any Person access to the business, properties, assets or personnel of the Company or any of the Company’s Subsidiaries in connection with an Acquisition Proposal, (ii) execute or enter into any acquisition agreement, merger agreement or similar definitive agreement, or any letter of intent, memorandum of understanding or agreement in principle, or any other arrangement or agreement relating to an Acquisition Proposal, (iii) grant any waiver, amendment or release under any confidentiality agreement or the anti‑takeover laws of any state, (iv) otherwise knowingly encourage or facilitate any such inquiries, proposals, discussions, or negotiations or any effort or attempt by any Person to make an Acquisition Proposal or (v) agree or otherwise commit to enter into or engage in any of the foregoing. The Company also agrees that immediately following the execution of this Agreement it shall, and shall cause each of its Subsidiaries, Subsidiaries and shall use its reasonable best efforts to cause its and their officers, directors, employees, financial advisors, attorneys, accountants and other advisors, representatives and agents (collectively, “Representatives”) to, immediately cease and cause to be terminated immediately any activitiessolicitations, discussions or negotiations with any Persons that may be ongoing Person (other than the Parties and their respective representatives) conducted heretofore in connection with respect to, an Acquisition Proposal or any inquiry or request for information that could reasonably be expected to lead to, or result in, an Acquisition Proposal (defined below)Proposal. The Company also agrees that it will shall promptly request each Person that has heretofore executed a confidentiality agreement (and in connection with its consideration any event within two Business Days) notify, in writing, SPAC of the receipt of any Acquisition Proposal to return inquiry, proposal, offer or destroy all confidential request for information heretofore furnished to such Person by or on behalf of it or any of its Subsidiaries, subject to the terms and conditions of such confidentiality agreements. As of received after the date hereof and prior to the Effective Time or earlier termination of this Agreement in accordance with Article VIII, the Company shall not, nor shall it permit any of its Subsidiaries to, nor shall it or its Subsidiaries authorize any of their respective Representatives to, and the Company and each Subsidiary shall use their respective reasonable best efforts to cause the Representatives not to, directly or indirectly, (i) initiate, solicit, encourage or take any other action to knowingly facilitate (including by way of furnishing information) any inquiries regarding, or the making of any proposal which constitutes, any Acquisition Proposal, (ii) enter into any agreement, arrangement or understanding related to any Acquisition Proposal or enter into any agreement, arrangement or understanding requiring it to abandon, terminate or fail to consummate the Merger or any other transaction contemplated by this Agreement, (iii) initiate or participate in any way in any negotiations or discussions regarding an Acquisition Proposal or any inquiry or proposal that constitutes, or could reasonably be expected to result in or lead to, an any Acquisition Proposal Proposal, which notice shall include a summary of the material terms of such inquiry, proposal, offer or request for information. The Company shall promptly (ivand in any event within twenty‑four (24) amend or grant hours) keep SPAC reasonably informed of any waiver or release under any standstill or any similar agreement material developments with respect to any class of the Company’s equity securities; providedsuch inquiry, howeverproposal, thatoffer, with respect to a bona fide, unsolicited written Acquisition Proposal made after the date hereof that does not result from a breach of this Section 6.3, at any time prior to obtaining the Company Stockholder Approval, the Company shall be entitled to (x) furnish request for information with respect to the Company and its Subsidiaries to the Person making such or Acquisition Proposal (and its Representatives) pursuant to a customary confidentiality agreement containing provisions not less restrictive of such Person than those in the Confidentiality Agreement (defined in Section 9.7including any material changes thereto), provided that all such information has previously been provided to Parent or is provided to Parent prior to or substantially concurrent with the time it is provided to such Person, and (y) participate in discussions or negotiations with the Person making such Acquisition Proposal (and its Representatives) regarding such Acquisition Proposal, in each case commencing one business day after delivery of a written notice to Parent that it intends to furnish such information or enter into such discussions or negotiations (a “Determination Notice”), if (but only if) the Board of Directors of the Company has determined in good faith by the date on which the Determination Notice is given (A) after consultation with a financial advisor of nationally recognized reputation, that the Acquisition Proposal constitutes or would reasonably be expected to lead to a Superior Proposal (defined below) and (B) after consultation with outside legal counsel, that the failure to provide such information or enter into such discussions or negotiations would present a reasonably substantial risk of a breach of the fiduciary duties of the Company’s Board of Directors to the Company’s stockholders under applicable Law. Without limiting the foregoing, it is agreed that any violation of any provision or term in the preceding sentence by any Representative of the Company or any of its Subsidiaries shall be a breach of this Section 6.3(a) by the Company. The Company agrees that it will take the necessary steps to promptly inform the Representatives of the Company and its Subsidiaries of the obligations undertaken in this Section 6.3 and in the Confidentiality Agreement.

Acquisition Proposals. (a) The Company shallNone of Parent or any of its Subsidiaries shall (whether directly or indirectly through Affiliates, and directors, officers, employees, advisors, agents, representatives or other intermediaries), nor shall cause (directly or indirectly) any of Parent or any of its Subsidiaries, and Subsidiaries authorize or permit any of its and or their officers, directors, employeesagents, financial advisorsrepresentatives, attorneys, accountants and other advisors, representatives and agents (collectively, “Representatives”) to, immediately cease and cause to be terminated immediately any activities, discussions advisors or negotiations with any Persons that may be ongoing with respect to, or that could reasonably be expected to lead to, an Acquisition Proposal (defined below). The Company also agrees that it will promptly request each Person that has heretofore executed a confidentiality agreement in connection with its consideration of any Acquisition Proposal to return or destroy all confidential information heretofore furnished to such Person by or on behalf of it or any of its Subsidiaries, subject to the terms and conditions of such confidentiality agreements. As of the date hereof and prior to the Effective Time or earlier termination of this Agreement in accordance with Article VIII, the Company shall not, nor shall it permit any of its Subsidiaries to, nor shall it or its Subsidiaries authorize any of their respective Representatives to, and the Company and each Subsidiary shall use their respective reasonable best efforts to cause the Representatives not to, directly or indirectly, (i) initiate, solicit, encourage initiate or take any other action to knowingly facilitate (including by way or encourage the submission of furnishing information) inquiries, proposals or offers from any inquiries regardingPerson relating to any Acquisition Proposal, or agree to or endorse any Acquisition Proposal; (ii) enter into any agreement to (x) facilitate or further the making of any proposal which constitutesconsummation of, or consummate, any Acquisition Proposal, (iiy) enter into any agreement, arrangement approve or understanding related to endorse any Acquisition Proposal or enter into (z) in connection with any agreementAcquisition Proposal, arrangement or understanding requiring require it to abandon, terminate or fail to consummate the Merger or any other transaction contemplated by this Agreement, Merger; (iii) initiate enter into or participate in any way discussions or negotiations in connection with any negotiations or discussions regarding an Acquisition Proposal or inquiry with respect to any inquiry or proposal that constitutesAcquisition Proposal, or could reasonably be expected furnish to lead toany Person any information with respect to its business, an properties or assets in connection with any Acquisition Proposal or inquiry with respect to any Acquisition Proposal; or (iv) amend agree to resolve or grant take any waiver of the actions prohibited by clauses (i), (ii) or release under (iii) of this sentence. Parent shall immediately cease, and cause its advisors, agents and other intermediaries to immediately cease, any standstill and all existing activities, discussions or negotiations with any similar agreement parties conducted heretofore with respect to any class of the Company’s equity securities; provided, however, that, foregoing and shall demand the return or destruction of any information provided from and after September 2006 with respect to a bona fidesuch activities, unsolicited written Acquisition Proposal made after the date hereof that does not result from a breach discussion or negotiations. For purposes of this Section 6.3, at any time prior to obtaining the Company Stockholder Approval7.5, the Company shall be entitled to (x) furnish information with respect to the Company and its Subsidiaries to the Person making such Acquisition Proposal (and its Representatives) pursuant to a customary confidentiality agreement containing provisions not less restrictive of such Person than those in the Confidentiality Agreement (term “Person” means any person, corporation, entity or “group,” as defined in Section 9.7), provided that all such information has previously been provided to Parent or is provided to Parent prior to or substantially concurrent with the time it is provided to such Person, and (y13(d) participate in discussions or negotiations with the Person making such Acquisition Proposal (and its Representatives) regarding such Acquisition Proposal, in each case commencing one business day after delivery of a written notice to Parent that it intends to furnish such information or enter into such discussions or negotiations (a “Determination Notice”), if (but only if) the Board of Directors of the Company has determined in good faith by the date on which the Determination Notice is given (A) after consultation with a financial advisor of nationally recognized reputationExchange Act, that the Acquisition Proposal constitutes or would reasonably be expected to lead to a Superior Proposal (defined below) and (B) after consultation with outside legal counsel, that the failure to provide such information or enter into such discussions or negotiations would present a reasonably substantial risk of a breach of the fiduciary duties of the Company’s Board of Directors to the Company’s stockholders under applicable Law. Without limiting the foregoing, it is agreed that any violation of any provision or term in the preceding sentence by any Representative of other than the Company or any of its Subsidiaries shall be a breach of this Section 6.3(a) by the Company. The Company agrees that it will take the necessary steps to promptly inform the Representatives of the Company and its Subsidiaries of the obligations undertaken in this Section 6.3 and in the Confidentiality AgreementCompany.

Acquisition Proposals. (a) The Company shallICB will, and shall will cause each of its SubsidiariesSubsidiaries to, and its and their respective officers, directors, employees, financial advisors, attorneys, accountants directors and other advisors, representatives and agents (collectively, “Representatives”including Sandler X’Xxxxx) to, immediately cease and cause to be terminated immediately any activitiesexisting solicitations, discussions or negotiations with any Persons Person that may be ongoing with respect has made or indicated an intention to make an Acquisition Proposal (as defined below). During the period from the date of this Agreement through the Effective Time, ICB shall not terminate, amend, modify or waive any material provision of any confidentiality or similar agreement to which ICB or any of its Subsidiaries is a party (other than any involving ONB). (b) Except as permitted in this Section 5.06, ICB shall not, and shall cause its Subsidiaries and any of their respective directors, officers and representatives (including Sandler X’Xxxxx) not to, (i) solicit, initiate or knowingly encourage or facilitate, or take any other action designed to, or that could reasonably be expected to lead to, an Acquisition Proposal (defined below). The Company also agrees that it will promptly request each Person that has heretofore executed a confidentiality agreement in connection with its consideration of any Acquisition Proposal to return or destroy all confidential information heretofore furnished to such Person by or on behalf of it or any of its Subsidiaries, subject to the terms and conditions of such confidentiality agreements. As of the date hereof and prior to the Effective Time or earlier termination of this Agreement in accordance with Article VIII, the Company shall not, nor shall it permit any of its Subsidiaries to, nor shall it or its Subsidiaries authorize any of their respective Representatives to, and the Company and each Subsidiary shall use their respective reasonable best efforts to cause the Representatives not to, directly or indirectly, (i) initiate, solicit, encourage or take any other action to knowingly facilitate (including by way of furnishing non-public information) any inquiries regarding, or the making of any proposal which constitutes, any with respect to an Acquisition Proposal, or (ii) enter into initiate, participate in or knowingly encourage any agreement, arrangement discussions or understanding related to any Acquisition Proposal negotiations or enter into any agreement, arrangement or understanding requiring it to abandon, terminate or fail to consummate the Merger or any other transaction contemplated by this Agreement, (iii) initiate or participate otherwise knowingly cooperate in any way in with any negotiations or discussions Person regarding an Acquisition Proposal or any inquiry or proposal that constitutes, or could reasonably be expected to lead to, an Acquisition Proposal or (iv) amend or grant any waiver or release under any standstill or any similar agreement with respect to any class of the Company’s equity securitiesProposal; provided, however, that, with respect to a bona fide, unsolicited written Acquisition Proposal made after the date hereof that does not result from a breach of this Section 6.3, at any time prior to obtaining the Company Stockholder Approvalapproval of the Merger by ICB’s shareholders, the Company shall be entitled to (x) furnish information with respect to the Company and its Subsidiaries to the Person making such if ICB receives a bona fide Acquisition Proposal (and its Representatives) pursuant to a customary confidentiality agreement containing provisions not less restrictive of such Person than those in that the Confidentiality Agreement (defined in Section 9.7), provided that all such information has previously been provided to Parent or is provided to Parent prior to or substantially concurrent with the time it is provided to such Person, and (y) participate in discussions or negotiations with the Person making such Acquisition Proposal (and its Representatives) regarding such Acquisition Proposal, in each case commencing one business day after delivery of a written notice to Parent that it intends to furnish such information or enter into such discussions or negotiations (a “Determination Notice”), if (but only if) the ICB Board of Directors of the Company has determined determines in good faith by the date on which the Determination Notice is given (A) after consultation with a financial advisor of nationally recognized reputation, that the Acquisition Proposal constitutes or would reasonably be expected to lead to a Superior Proposal (as defined below) that was not solicited after the date hereof and did not otherwise result from a breach of ICB’s obligations under this Section 5.06, ICB may furnish, or cause to be furnished, non-public information with respect to ICB and its Subsidiaries to the Person who made such proposal (Bprovided that all such information has been provided to ONB prior to or at the same time it is provided to such Person) after and may participate in discussions and negotiations regarding such proposal if (A) the ICB Board of Directors determines in good faith, and following consultation with financial advisors and outside legal counsel, that the failure to provide such information or enter into such discussions or negotiations do so would present a be reasonably substantial risk of likely to result in a breach of the its fiduciary duties of the Companyto ICB’s Board of Directors to the Company’s stockholders shareholders under applicable Lawlaw and (B) prior to taking such action, ICB has used its best reasonable efforts to enter into a confidentiality agreement with respect to such proposal that contains a standstill agreement on customary terms. Without limiting the foregoing, it is agreed that any violation of any provision or term the restrictions contained in the preceding first sentence of this Section 5.06 by any Representative representative (including Sandler X’Xxxxx) of the Company ICB or any of its Subsidiaries shall be a breach of this Section 6.3(a5.06 by ICB. (c) Neither the ICB Board of Directors nor any committee thereof shall (or shall agree or resolve to) (i) fail to make, withdraw or modify in a manner adverse to ONB or propose to withdraw or modify in a manner adverse to ONB (or take any action inconsistent with) the recommendation by such ICB Board of Directors or any such committee of this Agreement or the CompanyMerger, or approve or recommend, or propose to recommend, the approval or recommendation of any Acquisition Proposal (any of the foregoing being referred to herein as an “Adverse Recommendation Change”), or (ii) cause or permit ICB or IBTC to enter into any letter of intent, memorandum of understanding, agreement in principle, acquisition agreement, merger agreement, option agreement, joint venture agreement, partnership agreement or other agreement (each, an “Acquisition Agreement”) constituting or related to, or which is intended to or would be reasonably likely to lead to, any Acquisition Proposal (other than a confidentiality agreement referred to in Section 5.06(b)). The Company agrees Notwithstanding the foregoing, at any time prior to the special meeting of ICB’s shareholders to approve the Merger, the ICB Board of Directors may, in response to a Superior Proposal, effect an Adverse Recommendation Change, provided, that the ICB Board of Directors determines in good faith, after consultation with its outside legal counsel and financial advisors, that the failure to do so would be reasonably likely to result in a breach of its fiduciary duties to the shareholders of ICB under applicable Law, and provided, further, that the ICB Board of Directors may not effect such an Adverse Recommendation Change unless (A) the ICB Board shall have first provided prior written notice to ONB (an “Adverse Recommendation Change Notice”) that it will take is prepared to effect an Adverse Recommendation Change in response to a Superior Proposal, which notice shall, in the necessary steps case of a Superior Proposal, attach the most current version of any proposed written agreement or letter of intent relating to promptly inform the Representatives transaction that constitutes such Superior Proposal (it being understood that any amendment to the financial terms or any other material term of such Superior Proposal shall require a new notice and a new five business day period) and (ii) ONB does not make, within five business days after receipt of such notice, a proposal that would, in the reasonable good faith judgment of the Company ICB Board of Directors (after consultation with financial advisors and outside legal counsel), cause the offer previously constituting a Superior Proposal to no longer constitute a Superior Proposal or that the Adverse Recommendation Change is no longer required to comply with the ICB Board’s fiduciary duties to the shareholders of ICB under applicable law. ICB agrees that, during the five business day period prior to its effecting an Adverse Recommendation Change, ICB and its Subsidiaries officers, directors and representatives shall negotiate in good faith with ONB and its officers, directors, and representatives regarding any revisions to the terms of the transactions contemplated by this Agreement proposed by ONB. (d) In addition to the obligations undertaken of ICB set forth in paragraphs (a), (b) and (c) of this Section 5.06, ICB shall as promptly as possible, and in any event within two business days after ICB first obtains knowledge of the receipt thereof, advise ONB orally and in writing of (i) any Acquisition Proposal or any request for information that ICB reasonably believes could lead to or contemplates an Acquisition Proposal or (ii) any inquiry ICB reasonably believes could lead to any Acquisition Proposal, the terms and conditions of such Acquisition Proposal, request or inquiry (including any subsequent amendment or other modification to such terms and conditions) and the identity of the Person making any such Acquisition Proposal or request or inquiry. In connection with any such Acquisition Proposal, request or inquiry, if there occurs or is presented to ICB any offer, material change, modification or development to a previously made offer, letter of intent or any other material development, ICB (or its outside counsel) shall (A) advise and confer with ONB (or its outside counsel) regarding the progress of negotiations concerning any Acquisition Proposal, the material resolved and unresolved issues related thereto and the material terms (including material amendments or proposed amendments as to price and other material terms) of any such Acquisition Proposal, request or inquiry, and (B) promptly upon receipt or delivery thereof provide ONB with true, correct and complete copies of any document or communication related thereto. (e) Nothing contained in this Section 6.3 5.06 shall prohibit ICB from at any time taking and disclosing to its shareholders a position contemplated by Rule 14e-2(a) promulgated under the 1934 Act or from making any other disclosure to its shareholders or in any other regulatory filing if, in the Confidentiality good faith judgment of the ICB Board of Directors, after consultation with its outside counsel, failure to so disclose would be reasonably likely to result in a breach of their or ICB’s obligations under applicable law. (f) For purposes of this Agreement, “Acquisition Proposal” shall mean (i) any inquiry, proposal or offer from any Person or group of Persons (other than as contemplated by this Agreement) relating to, or that could reasonably be expected to lead to, any direct or indirect acquisition or purchase, in one transaction or a series of transactions, of (A) assets or businesses that constitute 20% or more of the revenues, net income or assets of ICB and its Subsidiaries, taken as a whole, or (B) 20% or more of any class of equity securities of ICB or any of its Subsidiaries; (ii) any tender offer or exchange offer that, if consummated, would result in any Person beneficially owning 20% or more of any class of equity securities of ICB or any of its Subsidiaries; (iii) any merger, consolidation, business combination, recapitalization, liquidation, dissolution, joint venture, binding share exchange or similar transaction involving ICB, IBTC or any of its other Subsidiaries pursuant to which any Person or the shareholders of any Person would own 20% or more of any class of equity securities of ICB, IBTC, or any of ICB’s other Subsidiaries or of any resulting parent company of ICB or IBTC; or (iv) any other transaction the consummation of which could reasonably be expected to impede, interfere with, prevent or materially delay the Merger or that could reasonably be expected to dilute materially the benefits to ONB of the transactions contemplated hereby, other than the transactions contemplated hereby. For purposes of this Section 5.06, a “Person” shall include a natural Person, or any legal, commercial, or Governmental Authority, including, a corporation, general partnership, joint venture, limited partnership, limited liability company, trust, business association, group acting in concert, or any Person acting in a representative capacity.

Acquisition Proposals. (a) The Company shallTFC will, and shall will cause each of its SubsidiariesSubsidiaries to, and its and their respective officers, directors, employees, financial advisors, attorneys, accountants directors and other advisors, representatives and agents (collectively, “Representatives”including KBW) to, immediately cease and cause to be terminated immediately any activitiesexisting solicitations, discussions or negotiations with any Persons Person that may be ongoing with respect has made or indicated an intention to make an Acquisition Proposal (as defined below). During the period from the date of this Agreement through the Effective Time, TFC shall not terminate, amend, modify or waive any material provision of any confidentiality or similar agreement to which TFC or any of its Subsidiaries is a party (other than any involving ONB). (b) Except as permitted in this Section 5.06, TFC shall not, and shall cause its Subsidiaries and any of their respective directors, officers and representatives (including KBW) not to, (i) solicit, initiate or knowingly encourage or facilitate, or take any other action designed to, or that could reasonably be expected to lead to, an Acquisition Proposal (defined below). The Company also agrees that it will promptly request each Person that has heretofore executed a confidentiality agreement in connection with its consideration of any Acquisition Proposal to return or destroy all confidential information heretofore furnished to such Person by or on behalf of it or any of its Subsidiaries, subject to the terms and conditions of such confidentiality agreements. As of the date hereof and prior to the Effective Time or earlier termination of this Agreement in accordance with Article VIII, the Company shall not, nor shall it permit any of its Subsidiaries to, nor shall it or its Subsidiaries authorize any of their respective Representatives to, and the Company and each Subsidiary shall use their respective reasonable best efforts to cause the Representatives not to, directly or indirectly, (i) initiate, solicit, encourage or take any other action to knowingly facilitate (including by way of furnishing non-public information) any inquiries regarding, or the making of any proposal which constitutes, any with respect to an Acquisition Proposal, or (ii) enter into initiate, participate in or knowingly encourage any agreement, arrangement discussions or understanding related to any Acquisition Proposal negotiations or enter into any agreement, arrangement or understanding requiring it to abandon, terminate or fail to consummate the Merger or any other transaction contemplated by this Agreement, (iii) initiate or participate otherwise knowingly cooperate in any way in with any negotiations or discussions Person regarding an Acquisition Proposal or any inquiry or proposal that constitutes, or could reasonably be expected to lead to, an Acquisition Proposal or (iv) amend or grant any waiver or release under any standstill or any similar agreement with respect to any class of the Company’s equity securitiesProposal; provided, however, that, with respect to a bona fide, unsolicited written Acquisition Proposal made after the date hereof that does not result from a breach of this Section 6.3, at any time prior to obtaining the Company Stockholder Approvalapproval of the Merger by TFC’s shareholders, the Company shall be entitled to (x) furnish information with respect to the Company and its Subsidiaries to the Person making such if TFC receives a bona fide Acquisition Proposal (and its Representatives) pursuant to a customary confidentiality agreement containing provisions not less restrictive of such Person than those in that the Confidentiality Agreement (defined in Section 9.7), provided that all such information has previously been provided to Parent or is provided to Parent prior to or substantially concurrent with the time it is provided to such Person, and (y) participate in discussions or negotiations with the Person making such Acquisition Proposal (and its Representatives) regarding such Acquisition Proposal, in each case commencing one business day after delivery of a written notice to Parent that it intends to furnish such information or enter into such discussions or negotiations (a “Determination Notice”), if (but only if) the TFC Board of Directors of the Company has determined determines in good faith by the date on which the Determination Notice is given (A) after consultation with a financial advisor of nationally recognized reputation, that the Acquisition Proposal constitutes or would reasonably be expected to lead to a Superior Proposal (as defined below) that was not solicited after the date hereof and did not otherwise result from a breach of TFC’s obligations under this Section 5.06, TFC may furnish, or cause to be furnished, non-public information with respect to TFC and its Subsidiaries to the Person who made such proposal (Bprovided that all such information has been provided to ONB prior to or at the same time it is provided to such Person) after and may participate in discussions and negotiations regarding such proposal if (A) the TFC Board of Directors determines in good faith, and following consultation with financial advisors and outside legal counsel, that the failure to provide such information or enter into such discussions or negotiations do so would present a be reasonably substantial risk of likely to result in a breach of the its fiduciary duties of the Companyto TFC’s Board of Directors to the Company’s stockholders shareholders under applicable Lawlaw and (B) prior to taking such action, TFC has used its best reasonable efforts to enter into a confidentiality agreement with respect to such proposal that contains a standstill agreement on customary terms. Without limiting the foregoing, it is agreed that any violation of any provision or term the restrictions contained in the preceding first sentence of this Section 5.06 by any Representative representative (including KBW) of the Company TFC or any of its Subsidiaries shall be a breach of this Section 6.3(a5.06 by TFC. (c) Neither the TFC Board of Directors nor any committee thereof shall (or shall agree or resolve to) (i) fail to make, withdraw or modify in a manner adverse to ONB or propose to withdraw or modify in a manner adverse to ONB (or take any action inconsistent with) the recommendation by such TFC Board of Directors or any such committee of this Agreement or the CompanyMerger, or approve or recommend, or propose to recommend, the approval or recommendation of any Acquisition Proposal (any of the foregoing being referred to herein as an “Adverse Recommendation Change”), or (ii) cause or permit TFC or TBT to enter into any letter of intent, memorandum of understanding, agreement in principle, acquisition agreement, merger agreement, option agreement, joint venture agreement, partnership agreement or other agreement (each, an “Acquisition Agreement”) constituting or related to, or which is intended to or would be reasonably likely to lead to, any Acquisition Proposal (other than a confidentiality agreement referred to in Section 5.06(b)). The Company agrees Notwithstanding the foregoing, at any time prior to the special meeting of TFC’s shareholders to approve the Merger, the TFC Board of Directors may, in response to a Superior Proposal, effect an Adverse Recommendation Change; provided, that the TFC Board of Directors determines in good faith, after consultation with its outside legal counsel and financial advisors, that the failure to do so would be reasonably likely to result in a breach of its fiduciary duties to the shareholders of TFC under applicable Law, and provided, further, that the TFC Board of Directors may not effect such an Adverse Recommendation Change unless (A) the TFC Board shall have first provided prior written notice to ONB (an “Adverse Recommendation Change Notice”) that it will take is prepared to effect an Adverse Recommendation Change in response to a Superior Proposal, which notice shall, in the necessary steps case of a Superior Proposal, attach the most current version of any proposed written agreement or letter of intent relating to promptly inform the Representatives transaction that constitutes such Superior Proposal (it being understood that any amendment to the financial terms or any other material term of such Superior Proposal shall require a new notice and a new five business day period) and (ii) ONB does not make, within five business days after receipt of such notice, a proposal that would, in the reasonable good faith judgment of the Company TFC Board of Directors (after consultation with financial advisors and outside legal counsel), cause the offer previously constituting a Superior Proposal to no longer constitute a Superior Proposal or that the Adverse Recommendation Change is no longer required to comply with the TFC Board’s fiduciary duties to the shareholders of TFC under applicable law. TFC agrees that, during the five business day period prior to its effecting an Adverse Recommendation Change, TFC and its Subsidiaries officers, directors and representatives shall negotiate in good faith with ONB and its officers, directors, and representatives regarding any revisions to the terms of the transactions contemplated by this Agreement proposed by ONB. (d) In addition to the obligations undertaken of TFC set forth in paragraphs (a), (b) and (c) of this Section 5.06, TFC shall as promptly as possible, and in any event within two business days after TFC first obtains knowledge of the receipt thereof, advise ONB orally and in writing of (i) any Acquisition Proposal or any request for information that TFC reasonably believes could lead to or contemplates an Acquisition Proposal or (ii) any inquiry TFC reasonably believes could lead to any Acquisition Proposal, the terms and conditions of such Acquisition Proposal, request or inquiry (including any subsequent amendment or other modification to such terms and conditions) and the identity of the Person making any such Acquisition Proposal or request or inquiry. In connection with any such Acquisition Proposal, request or inquiry, if there occurs or is presented to TFC any offer, material change, modification or development to a previously made offer, letter of intent or any other material development, TFC (or its outside counsel) shall (A) advise and confer with ONB (or its outside counsel) regarding the progress of negotiations concerning any Acquisition Proposal, the material resolved and unresolved issues related thereto and the material terms (including material amendments or proposed amendments as to price and other material terms) of any such Acquisition Proposal, request or inquiry, and (B) promptly upon receipt or delivery thereof provide ONB with true, correct and complete copies of any document or communication related thereto. (e) Nothing contained in this Section 6.3 5.06 shall prohibit TFC from at any time taking and disclosing to its shareholders a position contemplated by Rule 14e-2(a) promulgated under the 1934 Act or from making any other disclosure to its shareholders or in any other regulatory filing if, in the Confidentiality good faith judgment of the TFC Board of Directors, after consultation with its outside counsel, failure to so disclose would be reasonably likely to result in a breach of their or TFC’s obligations under applicable law. (f) For purposes of this Agreement, “Acquisition Proposal” shall mean (i) any inquiry, proposal or offer from any Person or group of Persons (other than as contemplated by this Agreement) relating to, or that could reasonably be expected to lead to, any direct or indirect acquisition or purchase, in one transaction or a series of transactions, of (A) assets or businesses that constitute 20% or more of the revenues, net income or assets of TFC and its Subsidiaries, taken as a whole, or (B) 20% or more of any class of equity securities of TFC or any of its Subsidiaries; (ii) any tender offer or exchange offer that, if consummated, would result in any Person beneficially owning 20% or more of any class of equity securities of TFC or any of its Subsidiaries; (iii) any merger, consolidation, business combination, recapitalization, liquidation, dissolution, joint venture, binding share exchange or similar transaction involving TFC, TBT or any of its other Subsidiaries pursuant to which any Person or the shareholders of any Person would own 20% or more of any class of equity securities of TFC, TBT, or any of TFC’s other Subsidiaries or of any resulting parent company of TFC or TBT; or (iv) any other transaction the consummation of which could reasonably be expected to impede, interfere with, prevent or materially delay the Merger or that could reasonably be expected to dilute materially the benefits to ONB of the transactions contemplated hereby, other than the transactions contemplated hereby. For purposes of this Section 5.06, a “Person” shall include a natural Person, or any legal, commercial, or Governmental Authority, including, a corporation, general partnership, joint venture, limited partnership, limited liability company, trust, business association, group acting in concert, or any Person acting in a representative capacity.

Acquisition Proposals. (a) The Company shall, and Each Shareholder shall cause its Subsidiaries, and its and their officers, directors, employees, financial advisors, attorneys, accountants and other advisors, representatives and agents (collectively, “Representatives”) to, immediately cease and cause to be terminated immediately any activities, all existing discussions or negotiations relating to an Acquisition Proposal, other than with respect to the transactions contemplated hereby and by the Merger Agreement, with any Persons that may be ongoing with respect to, or that could reasonably be expected to lead to, an Acquisition Proposal (defined below)parties conducted heretofore. The Company also agrees that it Each Shareholder will promptly request each Person that has heretofore executed a confidentiality agreement in connection with its consideration of any Acquisition Proposal to return or destroy all confidential information heretofore furnished to such Person by or on behalf of it or any of its Subsidiaries, subject to the terms and conditions of such confidentiality agreements. As of the date hereof and prior to the Effective Time or earlier termination of this Agreement in accordance with Article VIII, the Company shall not, nor shall it permit any of its Subsidiaries to, nor shall it directly or its Subsidiaries authorize any of their respective Representatives toindirectly, and the Company and each Subsidiary shall use their respective reasonable best efforts to cause the will instruct his or her Representatives not to, directly or indirectly, (i) initiate, solicitsolicit or encourage (including by way of furnishing information or assistance), encourage or take any other action to knowingly facilitate (including by way of furnishing information) facilitate, any inquiries regarding, or the making of any proposal which constitutes, any Acquisition Proposal, (ii) enter into any agreement, arrangement or understanding related to any Acquisition Proposal or enter into any agreement, arrangement or understanding requiring it to abandon, terminate or fail to consummate the Merger or any other transaction contemplated by this Agreement, (iii) initiate or participate in any way in any negotiations or discussions regarding an Acquisition Proposal or any inquiry or proposal that constitutes, or could may reasonably be expected to lead to, an Acquisition Proposal or (iv) amend or grant any waiver or release under any standstill or any similar agreement with respect to any class of the Company’s equity securities; provided, however, that, with respect to a bona fide, unsolicited written Acquisition Proposal made after the date hereof that does not result from a breach of this Section 6.3, at any time prior to obtaining the Company Stockholder Approval, the Company shall be entitled to (x) furnish information with respect to the Company and its Subsidiaries to the Person making such Acquisition Proposal (and its Representatives) pursuant to a customary confidentiality agreement containing provisions not less restrictive of such Person than those in the Confidentiality Agreement (defined in Section 9.7), provided that all such information has previously been provided to Parent or is provided to Parent prior to or substantially concurrent with the time it is provided to such Person, and (y) participate in discussions or negotiations with the Person making such Acquisition Proposal (and its Representatives) regarding such Acquisition Proposal, in each case commencing one business day after delivery of a written notice to Parent that it intends to furnish such information or enter into such or maintain discussions or negotiations (a “Determination Notice”)negotiate with any person in furtherance of or relating to such inquiries or to obtain an Acquisition Proposal, or agree to or endorse any Acquisition Proposal, or authorize or permit any of such Shareholder's Representatives to take any such action, and the Shareholder shall use such Shareholder's best efforts to cause his or her Representatives not to take any such action, and the Shareholder shall promptly notify Parent if any such inquiries or proposals are made regarding an Acquisition Proposal, and the Shareholder shall promptly inform Parent as to the material details of any such inquiry or proposal and, if (but only if) in writing, promptly deliver or cause to be delivered to Parent a copy of such inquiry or proposal and, the Board of Directors Shareholder shall keep Parent informed, on a current basis, of the Company has determined in good faith by the date on which the Determination Notice is given (A) after consultation with a financial advisor of nationally recognized reputation, that the Acquisition Proposal constitutes or would reasonably be expected to lead to a Superior Proposal (defined below) and (B) after consultation with outside legal counsel, that the failure to provide such information or enter into such discussions or negotiations would present a reasonably substantial risk of a breach of the fiduciary duties of the Company’s Board of Directors to the Company’s stockholders under applicable Law. Without limiting the foregoing, it is agreed that any violation details of any provision or term in such inquiries and the preceding sentence by status and terms of any Representative of the Company or any of its Subsidiaries shall be a breach of this Section 6.3(a) by the Company. The Company agrees that it will take the necessary steps to promptly inform the Representatives of the Company and its Subsidiaries of the obligations undertaken in this Section 6.3 and in the Confidentiality Agreementsuch proposals.

Acquisition Proposals. (a) The Company shall, and shall cause its Subsidiaries, and its and their officers, directors, employees, financial advisors, attorneys, accountants and other advisors, representatives and agents (collectively, “Representatives”) to, immediately cease and cause to be terminated immediately any activities, discussions or negotiations with any Persons that may be ongoing with respect to, or that could reasonably be expected to lead to, an Acquisition Proposal (defined below). The Company also agrees that it will promptly request each Person that has heretofore executed a confidentiality agreement in connection with its consideration of any Acquisition Proposal to return or destroy all confidential information heretofore furnished to such Person by or on behalf of it or Without limiting any of its Subsidiariessuch party’s other obligations under this Agreement, each of FMCTI and Technip agrees that, subject to Section 5.2(b), from and after the terms and conditions of such confidentiality agreements. As date of the date hereof and prior to MOU until the earlier of the FMCTI Effective Time or earlier and the termination of this Agreement in accordance with Article VIIIits terms, the Company shall not, (x) neither it nor shall it permit any of its Subsidiaries tonor any of the officers, nor shall directors or employees of it or its Subsidiaries authorize (including any member of their respective Representatives tothe FMCTI Board or the Technip Board, as applicable) shall and the Company and each Subsidiary (y) it shall use their respective its commercially reasonable best efforts to cause the its and its Subsidiaries’ Representatives not to, directly or indirectly, (i) initiate, solicit, encourage solicit or take any other action to knowingly facilitate or encourage (including by way of furnishing information) any inquiries regardinginquiries, discussions or the making, submission or announcement of any proposal, request or offer that constitutes, or could reasonably be expected to lead to or result in, an Acquisition Proposal; (ii) have any discussion with any Person relating to an Acquisition Proposal, engage in, continue or otherwise participate in any negotiations concerning an Acquisition Proposal, or knowingly facilitate any effort or attempt to make or implement an Acquisition Proposal; (iii) provide any non-public or confidential information or data or afford access to its books or records or directors, officers, employees or advisors, to any Person in relation to an Acquisition Proposal; (iv) terminate, amend, release, modify, or fail to enforce any provision of, or grant any permission, waiver or request under, any standstill, confidentiality or similar agreement entered into by the making it or any of its Subsidiaries (other than to the extent the FMCTI Board or Technip Board, as applicable, determines in good faith after consultation with its financial and outside legal advisors that failure to take any proposal which constitutessuch actions under this Section 5.2(a)(iv) would be inconsistent with the directors’ fiduciary duties under applicable Law); (v) approve or recommend, or propose publicly to approve or recommend, any Acquisition Proposal; (vi) approve or recommend, (ii) propose publicly to approve or recommend, or execute or enter into into, any letter of intent, agreement in principle, merger agreement, arrangement acquisition agreement, business combination agreement, option agreement or understanding other similar agreement with respect to an Acquisition Proposal (any of the preceding in this (vi), an “Alternative Acquisition Agreement”); (vii) take any action with the intent to make the provisions of any Takeover Law inapplicable to any transactions contemplated by any Acquisition Proposal or (viii) propose publicly or agree to do any of the foregoing related to any Acquisition Proposal or enter into any agreement, arrangement or understanding requiring it Proposal. (b) Notwithstanding anything in this Agreement to abandon, terminate or fail to consummate the Merger or any other transaction contemplated by this Agreementcontrary, (iiiI) initiate or participate each of FMCTI and Technip and the FMCTI Board and Technip Board, respectively, shall be permitted to make such disclosure as necessary to (x) in the case of FMCTI, comply with applicable U.S. Law, including Rule 14d-9 and Rule 14e-2 of the Exchange Act and (y), in the case of Technip, comply with applicable French Law, including the General Regulations (Règlement général) of the AMF, provided that, neither clause (x) nor clause (y) will in any way eliminate or modify the effect that any such action would otherwise have under this Agreement and (II) if at any time following the date of the MOU and (x) in any negotiations the case of FMCTI, prior to the receipt by FMCTI of the FMCTI Requisite Vote and (y) in the case of Technip, prior to the receipt by Technip of the Technip Requisite Vote, (i) FMCTI or discussions regarding an Technip, respectively, has received a bona fide Acquisition Proposal from a third party that was not received or any inquiry obtained in violation of this Section 5.2, which the FMCTI Board or proposal that the Technip Board, respectively, determines in good faith (after consultation with its outside legal counsel and financial advisors) constitutes, or could reasonably be expected to lead to, an a Superior Proposal and (ii) the FMCTI Board or the Technip Board, respectively, determines in good faith (after consultation with its outside legal counsel) that failure to take such action would be inconsistent with the directors’ fiduciary duties under applicable Law, then FMCTI or Technip, as applicable, may (A) furnish nonpublic information to such Person that has delivered such bona fide Acquisition Proposal and (B) engage in discussions or (iv) amend or grant any waiver or release under any standstill or any similar agreement negotiations with such Person with respect to the Acquisition Proposal; provided, that (1) prior to so furnishing such information or engaging in any class such discussion or negotiations, as the case may be, the applicable party receives from such Person an executed confidentiality and standstill agreement with confidentiality and standstill terms no less restrictive, in the aggregate, than those contained in the Confidentiality Agreement and (2) any non-public information concerning FMCTI or Technip, as applicable, provided or made available to such Person shall, to the extent not previously provided or made available to Technip or FMCTI, as applicable, be provided or made available to such party under the Confidentiality Agreement as promptly as reasonably practicable (and in no event later than twenty-four (24) hours) after it is provided or made available to such Person. (c) From and after the date of the Company’s equity securitiesMOU, FMCTI or Technip, as applicable, shall promptly (and in any event within twenty-four (24) hours), notify the other party in writing in the event that it, one of its Subsidiaries or any of its Representatives receives (i) any Acquisition Proposal, (ii) any request for non-public information relating to such party or any of its Subsidiaries, other than requests for information in the ordinary and usual course of business and consistent with past practice and unrelated to an Acquisition Proposal, or (iii) any inquiry or request for discussions or negotiations regarding any Acquisition Proposal. FMCTI or Technip, as applicable, shall notify the other party in writing promptly (and in any event within twenty-four (24) hours) of the identity of such Person and provide an unredacted copy of such Acquisition Proposal, indication, inquiry or request (or, where no such copy is available, a reasonably detailed description of such Acquisition Proposal, indication, inquiry or request) including any debt financing materials related thereto, if any. Subject to applicable Law, FMCTI or Technip, as applicable, shall keep the other party reasonably informed on a current basis of the status of any Acquisition Proposal, indication, inquiry or request, and any material developments, discussions and negotiations related thereto. FMCTI and Technip shall not, and shall cause their respective Subsidiaries and Representatives not to, enter into any Contract that would prohibit FMCTI or Technip, as applicable, from providing the information required by Section 5.2(c). (d) Notwithstanding anything in this Agreement to the contrary, at any time prior to the earlier of (i)(x) in the case of FMCTI, receipt by FMCTI of the FMCTI Requisite Vote and (y) in the case of Technip, receipt by Technip of the Technip Requisite Vote, and (ii) the termination of this Agreement in accordance with its terms, the FMCTI Board shall be entitled to effect a Change in FMCTI Recommendation and the Technip Board shall be entitled to effect a Change in Technip Recommendation, in each case, (A) if such party receives a Superior Proposal (after having complied with, and giving effect to all of the adjustments which may be offered by the other party pursuant to, Section 5.2(e) or (f), as applicable) or (B) in response to an Intervening Event (after having complied with, and giving effect to all of the adjustments which may be offered by the other party pursuant to, Section 5.2(e) or (f), as applicable); provided, however, that, in each case referred to in the foregoing clauses (A) and (B), the FMCTI Board shall be entitled to effect a Change in FMCTI Recommendation or the Technip Board shall be entitled to effect a Change in Technip Recommendation, in each case, only to the extent such Board determines in good faith (after consultation with its outside legal counsel) that the failure to make such a Change in FMCTI Recommendation or Change in Technip Recommendation, as applicable, would be inconsistent with its fiduciary duties under applicable Law. (e) The FMCTI Board shall not be entitled to effect a Change in FMCTI Recommendation unless (i) FMCTI has not breached this Section 5.2(e) in any material respect, (ii) FMCTI has provided Technip with a written notice (the “FMCTI Change in Recommendation Notice”) that FMCTI intends to take such action, which notice includes, as applicable, (x) an unredacted copy of the Superior Proposal that is the basis of such action (including the identity of the third party making the Superior Proposal and any debt financing materials related thereto, if any) and written notice of the material terms of the Superior Proposal which enabled the FMCTI Board to make the determination that the Acquisition Proposal is a Superior Proposal, or (y) a reasonably detailed summary of the Intervening Event that is the basis of such action, (iii) during the five (5) Business Day period following Technip’s receipt of the FMCTI Change in Recommendation Notice, FMCTI shall, and shall cause its Representatives to, negotiate with Technip in good faith (to the extent Technip desires to negotiate) to make such adjustments in the terms and conditions of this Agreement so that such Superior Proposal ceases to constitute a Superior Proposal or, with respect to an Intervening Event, as would permit the FMCTI Board (consistent with its fiduciary duties under applicable Law) to not make a bona fideChange in FMCTI Recommendation; and (iv) following the end of the five (5) Business Day period, unsolicited the FMCTI Board shall have determined in good faith, after consultation with its financial and outside legal advisors, taking into account any changes to this Agreement proposed in writing by Technip in response to the FMCTI Change in Recommendation Notice or otherwise, that the Superior Proposal giving rise to the FMCTI Change in Recommendation Notice continues to constitute a Superior Proposal or, as applicable, with respect to the Intervening Event, that its fiduciary duties under applicable Law continue to require it to make such a Change in FMCTI Recommendation. Any amendment to the financial terms or any other material amendment of such Superior Proposal or any material change to the facts and circumstances relating to an Intervening Event, as applicable, shall require a new FMCTI Change in Recommendation Notice and FMCTI shall be required to comply again with the requirements of this Section 5.2(e). (f) The Technip Board shall not be entitled to effect a Change in Technip Recommendation unless (i) Technip has not breached this Section 5.2(f) in any material respect, (ii) Technip has provided FMCTI with a written notice (the “Technip Change in Recommendation Notice”) that Technip intends to take such action, which notice includes, as applicable, (x) an unredacted copy of the Superior Proposal that is the basis of such action (including the identity of the third party making the Superior Proposal and any debt financing materials related thereto, if any) and written notice of the material terms of the Superior Proposal which enabled the Technip Board to make the determination that the Acquisition Proposal made is a Superior Proposal, or (y) a reasonably detailed summary of the Intervening Event that is the basis of such action, (iii) during the five (5) Business Day period following FMCTI’s receipt of the Technip Change in Recommendation Notice, Technip shall, and shall cause its Representatives to, negotiate with FMCTI in good faith (to the extent FMCTI desires to negotiate) to make such adjustments in the terms and conditions of this Agreement so that such Superior Proposal ceases to constitute a Superior Proposal or, with respect to an Intervening Event, as would permit the Technip Board (consistent with its fiduciary duties under applicable Law) to not make a Change in Technip Recommendation; and (iv) following the end of the five (5) Business Day period, the Technip Board shall have determined in good faith, after consultation with its financial and outside legal advisors, taking into account any changes to this Agreement proposed in writing by FMCTI in response to the date hereof Technip Change in Recommendation Notice or otherwise, that does not result from the Superior Proposal giving rise to the Technip Change in Recommendation Notice continues to constitute a Superior Proposal or, as applicable, with respect to the Intervening Event, that its fiduciary duties under applicable Law continue to require it to make such a Technip Change in Recommendation. Any amendment to the financial terms or any other material amendment of such Superior Proposal or any material change to the facts and circumstances relating to an Intervening Event, as applicable, shall require a new Technip Change in Recommendation Notice and Technip shall be required to comply again with the requirements of this Section 5.2(f). (g) Any violation of the restrictions by any Subsidiaries of FMCTI or Technip or either party’s respective Representatives or its Subsidiaries’ Representatives provided in this Section 5.2 shall be deemed to be a breach of this Section 6.35.2 by FMCTI or Technip, at as applicable; provided that in no event shall any time prior such breach by a party’s or its Subsidiaries’ Representatives (other than its officers, directors or employees) be deemed in and of itself to obtaining constitute a willful and material breach by such party. (h) Each of FMCTI and Technip agrees that it will, and will cause its Representatives and its Subsidiaries and such Subsidiaries’ Representatives to, immediately cease and cause to be terminated any activities, discussions or negotiations existing as of the Company Stockholder Approval, date of the Company shall be entitled to (x) furnish information MOU with any Persons conducted heretofore with respect to the Company and its Subsidiaries to the Person making such any Acquisition Proposal (and its Representatives) pursuant to a customary confidentiality agreement containing provisions not less restrictive of such Person than those in the Confidentiality Agreement (defined in Section 9.7), provided or that all such information has previously been provided to Parent or is provided to Parent prior to or substantially concurrent with the time it is provided to such Person, and (y) participate in discussions or negotiations with the Person making such Acquisition Proposal (and its Representatives) regarding such Acquisition Proposal, in each case commencing one business day after delivery of a written notice to Parent that it intends to furnish such information or enter into such discussions or negotiations (a “Determination Notice”), if (but only if) the Board of Directors of the Company has determined in good faith by the date on which the Determination Notice is given (A) after consultation with a financial advisor of nationally recognized reputation, that the Acquisition Proposal constitutes or would could reasonably be expected to lead to a Superior Proposal (defined below) an Acquisition Proposal), and (B) after consultation with outside legal counsel, that the failure to provide such information or enter into such discussions or negotiations would present a reasonably substantial risk of a breach of the fiduciary duties of the Company’s Board of Directors to the Company’s stockholders under applicable Law. Without limiting the foregoing, it is agreed request that any violation such Person promptly return and destroy (and confirm destruction of) all non-public information. Each of any provision or term in the preceding sentence by any Representative of the Company or any of its Subsidiaries shall be a breach of this Section 6.3(a) by the Company. The Company FMCTI and Technip agrees that it will take the necessary steps use commercially reasonable efforts to promptly inform the its Representatives of the Company and its Subsidiaries of the obligations undertaken in this Section 6.3 and 5.2. Nothing in this Section 5.2 shall (x) permit FMCTI or Technip to terminate this Agreement (except as specifically provided in Article VII hereof), or (y) affect any other obligation of FMCTI or Technip under this Agreement, except as otherwise expressly set forth in this Agreement. Unless this Agreement shall have been earlier terminated, neither FMCTI nor Technip shall submit to the Confidentiality Agreementvote of its stockholders any Acquisition Proposal (other than the Mergers).

Acquisition Proposals. (a) The Company agrees that neither it nor any of its Subsidiaries nor any of the officers and directors of it or its Subsidiaries shall, and that it shall direct and use its best efforts to cause its and its Subsidiaries' employees, agents and representatives (including any investment banker, attorney or accountant retained by it or any of its Subsidiaries) not to, directly or indirectly, initiate, solicit, encourage or otherwise facilitate any inquiries or the making of any proposal or offer with respect to a merger, reorganization, consolidation or similar transaction involving, or any purchase of all or any significant portion of the assets or any equity securities of (any such proposal or offer being hereinafter referred to as an "Acquisition Proposal"), it or any of its Subsidiaries (it being understood and agreed that any action permitted under the exception in the next sentence shall not be deemed a prohibited initiation, solicitation, encouragement or facilitation hereunder). The Company further agrees that neither it nor any of its Subsidiaries nor any of the officers and directors of it or its Subsidiaries shall, and that it shall direct and use its best efforts to cause its and its Subsidiaries' employees, agents and representatives (including any investment banker, attorney or accountant retained by it or any of its Subsidiaries) not to, directly or indirectly, except to the extent legally required for the discharge by the Board of its fiduciary duties as advised by outside counsel, engage in any negotiations concerning, or provide any confidential information or data to, or have any discussions with, any Person relating to an Acquisition Proposal with respect to it or any of its Subsidiaries, and or otherwise facilitate any effort or attempt to make or implement an Acquisition Proposal with respect to it or any of its and Subsidiaries or any of their officers, directors, employees, financial advisors, attorneys, accountants and other advisors, representatives and agents (collectively, “Representatives”) to, businesses. The Company agrees that it will immediately cease and cause to be terminated immediately any existing activities, discussions or negotiations with any Persons that may be ongoing parties conducted heretofore with respect toto any of the foregoing it being understood however that resumption of any such activities, discussions or negotiations shall not violate this provision to the extent legally required for the discharge by the Board of its fiduciary duties, as advised by outside counsel. The Company agrees that it will use its reasonable best efforts to promptly inform the individuals or entities referred to in the first sentence of this Section 7.2 of the obligations undertaken in this Section 7.2. The Company agrees that it will notify Praxair immediately if (i) any such inquiries, proposals or offers are received by, any such information is requested from, or any such negotiations or discussions are sought to be initiated or continued with it or its Subsidiaries or (ii) the Company determines that could reasonably be expected it is legally required for the discharge by the Board of its fiduciary duties as advised by outside counsel to lead to, an Acquisition Proposal (defined below)deliver such information or to enter into such negotiations or discussions. The Company also agrees that it will promptly request each Person that has heretofore executed a any confidentiality agreement in connection with its the consideration of any an Acquisition Proposal with respect to the Company or any of its Subsidiaries or any of their businesses to return or destroy all confidential information heretofore furnished to such Person by or on behalf of it or any of its Subsidiaries, subject to the terms and conditions of such confidentiality agreements. As of the date hereof and prior to the Effective Time or earlier termination of this Agreement in accordance with Article VIII, the Company shall not, nor shall it permit any of its Subsidiaries to, nor shall it or its Subsidiaries authorize any of their respective Representatives to, and the Company and each Subsidiary shall use their respective reasonable best efforts to cause the Representatives not to, directly or indirectly, (i) initiate, solicit, encourage or take any other action to knowingly facilitate (including by way of furnishing information) any inquiries regarding, or the making of any proposal which constitutes, any Acquisition Proposal, (ii) enter into any agreement, arrangement or understanding related to any Acquisition Proposal or enter into any agreement, arrangement or understanding requiring it to abandon, terminate or fail to consummate the Merger or any other transaction contemplated by this Agreement, (iii) initiate or participate in any way in any negotiations or discussions regarding an Acquisition Proposal or any inquiry or proposal that constitutes, or could reasonably be expected to lead to, an Acquisition Proposal or (iv) amend or grant any waiver or release under any standstill or any similar agreement with respect to any class of the Company’s equity securities; provided, however, that, with respect to a bona fide, unsolicited written Acquisition Proposal made after the date hereof that does not result from a breach of this Section 6.3, at any time prior to obtaining the Company Stockholder Approval, the Company shall be entitled to (x) furnish information with respect to the Company and its Subsidiaries to the Person making such Acquisition Proposal (and its Representatives) pursuant to a customary confidentiality agreement containing provisions not less restrictive of such Person than those in the Confidentiality Agreement (defined in Section 9.7), provided that all such information has previously been provided to Parent or is provided to Parent prior to or substantially concurrent with the time it is provided to such Person, and (y) participate in discussions or negotiations with the Person making such Acquisition Proposal (and its Representatives) regarding such Acquisition Proposal, in each case commencing one business day after delivery of a written notice to Parent that it intends to furnish such information or enter into such discussions or negotiations (a “Determination Notice”), if (but only if) the Board of Directors of the Company has determined in good faith by the date on which the Determination Notice is given (A) after consultation with a financial advisor of nationally recognized reputation, that the Acquisition Proposal constitutes or would reasonably be expected to lead to a Superior Proposal (defined below) and (B) after consultation with outside legal counsel, that the failure to provide such information or enter into such discussions or negotiations would present a reasonably substantial risk of a breach of the fiduciary duties of the Company’s Board of Directors to the Company’s stockholders under applicable Law. Without limiting the foregoing, it is agreed that any violation of any provision or term in the preceding sentence by any Representative of the Company or any of its Subsidiaries shall be a breach of this Section 6.3(a) by the Company. The Company agrees that it will take the necessary steps to promptly inform the Representatives of the Company and its Subsidiaries of the obligations undertaken in this Section 6.3 and in the Confidentiality Agreement.

Acquisition Proposals. (a) The Company shallFrom the date hereof until the termination of this Agreement in accordance with Section 5.1 hereof, and each Stockholder (i) shall cause its Subsidiaries, and its and their officers, directors, employees, financial advisors, attorneys, accountants and other advisors, representatives and agents (collectively, “Representatives”) to, immediately cease and cause to be terminated immediately any terminate all soliciting activities, discussions and negotiations by or negotiations on behalf of such Stockholder with any Persons that may be ongoing with respect toPerson (other than the Company, Parent, Merger Sub or their respective Representatives) regarding any proposal, expression of interest, request for information, or other communication that could constitutes, or would reasonably be expected to lead to, an Acquisition Proposal Proposal; (defined below). The Company also agrees that it will promptly request each Person that has heretofore executed a confidentiality agreement in connection with its consideration of any Acquisition Proposal to return or destroy all confidential information heretofore furnished to such Person by or on behalf of it or any of its Subsidiaries, subject to the terms and conditions of such confidentiality agreements. As of the date hereof and prior to the Effective Time or earlier termination of this Agreement in accordance with Article VIII, the Company ii) shall not, nor and shall it permit any of cause its Subsidiaries to, nor shall it or its Subsidiaries authorize any of their respective Representatives to, and the Company and each Subsidiary shall use their respective reasonable best efforts to cause the Representatives not to, directly or indirectly, (iA) propose, make, submit or announce an Acquisition Proposal, (B) solicit, initiate, solicit, or knowingly encourage or take any other action to knowingly facilitate (including by way means of furnishing information) any information or responding to any communication), any inquiries regarding, or the making making, announcement or submission of any proposal which constitutes, any Acquisition Proposal, (ii) enter into any agreement, arrangement or understanding related to any Acquisition Proposal or enter into any agreement, arrangement or understanding requiring it to abandon, terminate or fail to consummate the Merger or any other transaction contemplated by this Agreement, (iii) initiate or participate in any way in any negotiations or discussions regarding an Acquisition Proposal or any inquiry or proposal offer that constitutes, or could would reasonably be expected to lead to, an any Acquisition Proposal Proposal, (C) enter into any agreement (whether binding, non-binding, conditional or (ivotherwise) amend or grant any waiver or release under any standstill or any similar agreement with respect to any class of the Company’s equity securities; provided, however, that, with respect to a bona fide, unsolicited written Acquisition Proposal made after the date hereof that does not result from a breach of this Section 6.3, at any time prior to obtaining the Company Stockholder Approval, the Company shall be entitled to (x) furnish information with respect to the Company and its Subsidiaries to the Person making such Acquisition Proposal (and its Representatives) pursuant to a customary confidentiality agreement containing provisions not less restrictive of such Person than those in the Confidentiality Agreement (defined in Section 9.7), provided that all such information has previously been provided to Parent or is provided to Parent prior to or substantially concurrent with the time it is provided to such Person, and (y) participate in discussions or negotiations with the Person making such Acquisition Proposal (and its Representatives) regarding such an Acquisition Proposal, (D) knowingly cooperate with, assist, or participate in each case commencing one business day after delivery any effort by, any Person (or any Representative of a written notice Person) that has made, is seeking to Parent that it intends to furnish such information or enter into such discussions or negotiations (a “Determination Notice”)make, if (but only if) the Board of Directors of has informed the Company or such Stockholder of any intention to make, or has determined in good faith by the date on which the Determination Notice is given (A) after consultation with a financial advisor of nationally recognized reputationpublicly announced an intention to make, any proposal that the Acquisition Proposal constitutes constitutes, or would reasonably be expected to lead to, any Acquisition Proposal, or (E) otherwise knowingly facilitate an Acquisition Proposal; (iii) shall promptly (and in any case within one (1) business day) notify Parent or its Representatives in writing of such Stockholder’s receipt of any Acquisition Proposal or any request for discussions or negotiations with respect to a Superior Proposal (defined below) any Acquisition Proposal, and provide Parent with copies of all documents and other written communications received by such Stockholder setting forth the terms and conditions of such Acquisition Proposal, and (Biv) after consultation with outside legal counselshall keep Parent informed on a reasonably prompt and current basis of the status of any such Acquisition Proposal received by such Stockholder (including the content and status of all material discussions and communications in respect thereof and any change or proposed change to the terms thereof). (b) Notwithstanding anything to the contrary in this Section 3.3 and provided such Stockholder has not breached this Section 3.3, that solely to the failure to provide such information extent the Company is permitted under the terms of Section 6.8 of the Merger Agreement to, and the Company Board or the Special Committee has determined to, initiate, solicit, facilitate, encourage or enter into such discussions or negotiations would present a reasonably substantial risk of a breach of regarding (i) an Acquisition Proposal or (ii) inquiries, proposals, offers, efforts or attempts that may lead to an Acquisition Proposal, such Stockholder and its Representatives may, at the fiduciary duties request of the Company’s Board of Directors , cooperate, assist or participate in any such action, provided that such action by such Stockholder and its Representatives would be permitted to be taken by the Company pursuant to the Company’s stockholders under applicable Law. Without limiting terms of the foregoingMerger Agreement. (c) For purposes of this Section 3.3, it is agreed that any violation of any provision officer, director, employee, agent or term in the preceding sentence by any Representative advisor of the Company or any of its Subsidiaries shall (in each case, solely in their capacities as such) will be deemed not to be a breach Representative of any such Stockholder. For the avoidance of doubt, (i) nothing in this Section 6.3(a) by 3.3 shall affect in any way the Company. The Company agrees that it will take the necessary steps to promptly inform the Representatives obligations of any Person (including the Company and its Subsidiaries Representatives) under the Merger Agreement, and (ii) the Company is not a Representative of the obligations undertaken in this Section 6.3 and in the Confidentiality Agreementany Stockholder.

Acquisition Proposals. (a) The Company Seller agrees that neither it nor any of its Affiliates nor any of the officers and directors of it or its Affiliates shall, and that it shall cause its Subsidiaries, and its and their officers, directors, Affiliates' employees, financial advisorsagents and Representatives not to (and shall not authorize any of them to) directly or indirectly: (i) solicit, attorneysinitiate, accountants and other advisorsencourage, representatives and agents (collectively, “Representatives”) to, immediately cease and cause to be terminated immediately knowingly facilitate or induce any activities, discussions or negotiations with any Persons that may be ongoing inquiry with respect to, or that could reasonably be expected to lead tothe making, an submission or announcement of, any Acquisition Proposal (as defined belowin Section 7.3(g). The Company also agrees that it will promptly request each ), (ii) participate in any discussions or negotiations regarding, or furnish to any Person that has heretofore executed a confidentiality agreement in connection any nonpublic information with its consideration of any Acquisition Proposal to return or destroy all confidential information heretofore furnished to such Person by or on behalf of it or any of its Subsidiaries, subject to the terms and conditions of such confidentiality agreements. As of the date hereof and prior to the Effective Time or earlier termination of this Agreement in accordance with Article VIII, the Company shall not, nor shall it permit any of its Subsidiaries respect to, nor shall it or its Subsidiaries authorize any of their respective Representatives to, and the Company and each Subsidiary shall use their respective reasonable best efforts to cause the Representatives not to, directly or indirectly, (i) initiate, solicit, encourage or take any other action to knowingly facilitate (including by way of furnishing information) any inquiries regarding, or the making of any proposal which constitutes, any Acquisition Proposal, (ii) enter into any agreement, arrangement that constitutes or understanding related to any Acquisition Proposal or enter into any agreement, arrangement or understanding requiring it to abandon, terminate or fail to consummate the Merger or any other transaction contemplated by this Agreement, (iii) initiate or participate in any way in any negotiations or discussions regarding an Acquisition Proposal or any inquiry or proposal that constitutes, or could may reasonably be expected to lead to, an any Acquisition Proposal, (iii) approve, endorse or recommend any Acquisition Proposal (except to the extent specifically permitted pursuant to Section 7.3(d)), or (iv) amend enter into any letter of intent or grant any waiver or release under any standstill similar document or any similar contract, agreement or commitment contemplating or otherwise relating to any Acquisition Proposal or transaction contemplated thereby. Seller and its Subsidiaries and their respective officers, directors, employees, agents and representatives shall immediately cease any and all existing activities, discussions or negotiations with any third parties conducted heretofore with respect to any class Acquisition Proposal. (i) Within two (2) business days after receipt of any Acquisition Proposal or any request for nonpublic information or inquiry which it reasonably believes could lead to an Acquisition Proposal, Seller shall provide Buyer with oral and written notice of the Company’s equity securities; provided, however, that, with respect to a bona fide, unsolicited written Acquisition Proposal made after the date hereof that does not result from a breach material terms and conditions of this Section 6.3, at any time prior to obtaining the Company Stockholder Approval, the Company shall be entitled to (x) furnish information with respect to the Company and its Subsidiaries to the Person making such Acquisition Proposal (and its Representatives) pursuant to a customary confidentiality agreement containing provisions not less restrictive of such Person than those in the Confidentiality Agreement (defined in Section 9.7), provided that all such information has previously been provided to Parent or is provided to Parent prior to or substantially concurrent with the time it is provided to such Person, and (y) participate in discussions or negotiations with the Person making such Acquisition Proposal (and its Representatives) regarding such Acquisition Proposal, request or inquiry, and the identity of the Person or Group making any such Acquisition Proposal, request or inquiry and a copy of all written materials provided in each case commencing one business day after delivery connection with such Acquisition Proposal, request or inquiry. Upon receipt of a the Acquisition Proposal, request or inquiry, Seller shall provide Buyer as promptly as practicable oral and written notice to Parent that it intends to furnish setting forth all such information as is reasonably necessary to keep Buyer informed in all material respects of the status and details (including material amendments or enter into proposed material amendments) of any such discussions Acquisition Proposal, request or negotiations inquiry and shall promptly provide to Buyer a copy of all written materials subsequently provided in connection with such Acquisition Proposal, request or inquiry. (a “Determination Notice”ii) Seller shall provide Buyer with forty-eight (48) hours prior notice (or such lesser prior notice as is provided to the members of its Board of Directors) of any meeting of its Board of Directors at which its Board of Directors is reasonably expected to consider any Acquisition Proposal. (c) Notwithstanding anything to the contrary contained in Section 7.3(a) and subject to compliance with Section 7.3(b), in the event that Seller receives an unsolicited, bona fide Acquisition Proposal from a Person that its Board of Directors has in good faith concluded (following the receipt of the advice of its outside legal counsel and its financial advisor, if any), is, or is reasonably likely to result in, a Superior Offer (as defined in Section 7.3(g)), it may then take the following actions (but only if) if and to the extent that its Board of Directors of the Company has determined concludes in good faith by faith, following the date on which the Determination Notice is given (A) after consultation with a financial advisor receipt of nationally recognized reputation, that the Acquisition Proposal constitutes or would reasonably be expected to lead to a Superior Proposal (defined below) and (B) after consultation with advice of its outside legal counsel, that the failure to provide such information or enter into such discussions or negotiations would present a do so is reasonably substantial risk of likely to result in a breach of its fiduciary obligations under applicable law): (i) furnish nonpublic information to the fiduciary duties third party making such Acquisition Proposal, provided that (A) (1) concurrently with furnishing any such nonpublic information to such party, it gives Buyer written notice of its intention to furnish nonpublic information and (2) it receives from the third party an executed confidentiality agreement containing customary limitations on the use and disclosure of all nonpublic written and oral information furnished to such third party on its behalf, the terms of which are at least as restrictive as the terms contained in the NDA and (B) contemporaneously with furnishing any such nonpublic information to such third party, it furnishes such nonpublic information to Buyer (to the extent such nonpublic information has not been previously so furnished); (ii) engage in negotiations with the third party with respect to the Acquisition Proposal, provided that concurrently with entering into negotiations with such third party, it gives Buyer written notice of its intention to enter into negotiations with such third party and (iii) postpone the Stockholder Approval for such period of time not to exceed 15 days following the date of the Company’s receipt of such Acquisition Proposal as in the reasonable judgment of the Board of Directors is required in order to determine whether such Acquisition Proposal constitutes a Superior Offer and/or to comply with the provisions of this Section 7.3. (d) In response to the receipt of a Superior Offer, the Board of Directors of Seller may withhold, withdraw, amend or modify its recommendation in favor of the Acquisition (any of the foregoing actions, whether by a Board of Directors or a committee thereof, a "Change of Recommendation"), if all of the following conditions in clauses (i) through (v) are met at least two days prior to any Change of Recommendation: (i) a Superior Offer with respect to Seller has been made and has not been withdrawn; (ii) the Stockholder Approval has not yet been obtained; (iii) Seller shall have (A) provided to Buyer written notice which shall state expressly (1) that it has received a Superior Offer, (2) the material terms and conditions of the Superior Offer and the identity of the Person or Group making the Superior Offer, and (3) that it intends to effect a Change of Recommendation and the manner in which it intends to do so, (B) provided to Buyer a copy of all written materials delivered to the Person or Group making the Superior Offer in connection with such Superior Offer, and (C) made available to Buyer all materials and information made available to the Person or Group making the Superior Offer in connection with such Superior Offer; (iv) its Board of Directors has concluded in good faith, after receipt of advice of its outside legal counsel, that, in light of such Superior Offer, the failure of the Board of Directors to the Company’s effect a Change of Recommendation is reasonably likely to result in a breach of its fiduciary obligations to its stockholders under applicable Law. Without limiting the foregoing, ; and (v) it is agreed that shall not have breached in any violation of material respect any provision or term in the preceding sentence by any Representative of the Company provisions set forth in Section 7.2 or any this Section 7.3. (e) Notwithstanding anything to the contrary contained in this Agreement, Seller shall not submit to the vote of its Subsidiaries respective stockholders or take any action by written consent on any Acquisition Proposal, or propose to do so, unless and until this Agreement shall be have been terminated in accordance with its terms. (f) Nothing contained in this Agreement shall prohibit either party or its respective Board of Directors from taking and disclosing to its stockholders a breach position contemplated by Rules 14d-9 and 14e-2(a) promulgated under the Exchange Act; provided that Seller shall not effect a Change of Recommendation unless specifically permitted pursuant to the terms of Section 4.3(d). (g) For purposes of this Section 6.3(a) by Agreement, the Company. The Company agrees that it will take following terms shall have the necessary steps to promptly inform the Representatives of the Company and its Subsidiaries of the obligations undertaken in this Section 6.3 and in the Confidentiality Agreement.following meanings:

Acquisition Proposals. (a) The Company shall, and the Company shall cause its Subsidiaries, Subsidiaries and its and their the officers, directors, employees, financial advisors, attorneys, accountants and other advisors, representatives and agents of the Company and its Subsidiaries to (collectively, “Representatives”i) to, immediately cease and cause to be terminated immediately any activities, discussions or negotiations with any Persons parties that may be ongoing with respect to, or that could reasonably be expected to lead to, an Acquisition Proposal (defined below). The Company also agrees that it will promptly and request each Person that has heretofore executed a confidentiality agreement in connection with its consideration of any Acquisition Proposal to the prompt return or destroy destruction of all confidential information heretofore previously furnished to such Person parties or their representatives, (ii) not modify, waive, amend or release any standstill, confidentiality or similar agreements entered into prior to the date hereof or any confidentiality agreement entered into by or on behalf of it the Company or any of its Subsidiaries, subject to the terms and conditions of such confidentiality agreements. As of Subsidiaries between the date hereof and prior to the Effective Time or earlier termination and (iii) enforce the provisions of this Agreement in accordance with Article VIIIany such agreements. Subject to Section 6.04(b), the Company shall not, nor shall it the Company permit any of its Subsidiaries toor the officers, nor shall it directors, employees, representatives or agents of the Company or its Subsidiaries authorize any of their respective Representatives to, and the Company and each Subsidiary shall use their respective reasonable best efforts to cause the Representatives not to, directly or indirectly, (i) initiate, solicit, initiate or knowingly encourage or take any other action to knowingly facilitate (including by way of furnishing informationnon-public information or providing access to its properties, books, records or personnel) any inquiries regarding, or the making of any proposal which constitutes, any Acquisition Proposal, (ii) enter into any agreement, arrangement or understanding related to any Acquisition Proposal or enter into any agreement, arrangement or understanding requiring it to abandon, terminate or fail to consummate the Merger or any other transaction contemplated by this Agreement, (iii) initiate or participate in any way in any negotiations or discussions regarding an Acquisition Proposal or any inquiry or proposal offer that constitutes, or could reasonably be expected to lead to, an Acquisition Proposal, (ii) have any discussions or participate in any negotiations regarding an Acquisition Proposal, or execute or enter into any agreement, understanding or arrangement with respect to an Acquisition Proposal, or approve or recommend or propose to approve or recommend an Acquisition Proposal or any agreement, understanding or arrangement relating to an Acquisition Proposal or (iviii) amend take any action to exempt any Person from the restrictions on business combinations contained in Section 203 or grant otherwise cause such restrictions not to apply (or resolve or authorize or propose to agree to do any waiver or release under any standstill or any similar agreement with respect to any class of the Company’s equity securities; providedforegoing actions). (b) Notwithstanding Section 6.04(a), howeverif, that, with respect prior to obtaining the Stockholder Approval following a bona fide, unsolicited fide written Acquisition Proposal by any Person, which Acquisition Proposal was made after the date hereof that does and did not result from a breach of this Section 6.36.04, at any time prior to obtaining the Company Stockholder Approval, the Company shall be entitled to (x) furnish information with respect to the Company and its Subsidiaries to the Person making such Acquisition Proposal (and its Representatives) pursuant to a customary confidentiality agreement containing provisions not less restrictive of such Person than those in the Confidentiality Agreement (defined in Section 9.7), provided that all such information has previously been provided to Parent or is provided to Parent prior to or substantially concurrent with the time it is provided to such Person, and (y) participate in discussions or negotiations with the Person making such Acquisition Proposal (and its Representatives) regarding such Acquisition Proposal, in each case commencing one business day after delivery of a written notice to Parent that it intends to furnish such information or enter into such discussions or negotiations (a “Determination Notice”), if (but only if) the Board of Directors of the Company has determined in good faith by the date on which the Determination Notice is given (A) after consultation with a financial advisor of nationally recognized reputation, that the Acquisition Proposal constitutes or would reasonably be expected to lead to a Superior Proposal (defined below) and (B) after consultation with outside legal counsel, that the failure to provide such information or enter into such discussions or negotiations would present a reasonably substantial risk of a breach of the fiduciary duties of the Company’s Board of Directors to the Company’s stockholders under applicable Law. Without limiting the foregoing, it is agreed that any violation of any provision or term in the preceding sentence by any Representative of the Company or any of its Subsidiaries shall be a breach of this Section 6.3(a) by the Company. The Company agrees that it will take the necessary steps to promptly inform the Representatives of the Company and its Subsidiaries of the obligations undertaken in this Section 6.3 and in the Confidentiality Agreement.the

Acquisition Proposals. (a) The Company agrees that neither it nor any of its Subsidiaries nor any of the officers and directors of it or its Subsidiaries shall, and that it shall direct and use its best efforts to cause its and its Subsidiaries' employees, agents and representatives (including any investment banker, attorney or accountant retained by it or any of its Subsidiaries) not to, directly or indirectly, initiate, solicit, encourage or otherwise facilitate any inquiries or the making of any proposal or offer with respect to a merger, reorganization, share exchange, consolidation or similar transaction involving, or any purchase of all or 25% or more of the assets or 25% or more of any equity securities of, it or any of its Subsidiaries (any such proposal or offer being hereinafter referred to as an "Acquisition Proposal"). The Company further agrees that neither it nor any of its Subsidiaries nor any of the officers and directors of it or its Subsidiaries shall, and that it shall direct and use its best efforts to cause its and their officers, directors, its Subsidiaries' employees, financial advisorsagents and representatives (including any investment banker, attorneys, accountants and other advisors, representatives and agents (collectively, “Representatives”attorney or accountant retained by it or any of its Subsidiaries) not to, directly or indirectly, engage in any negotiations concerning, or provide any confidential information or data to, or have any discussions with, any Person relating to an Acquisition Proposal. The Company agrees that it will immediately cease and cause to be terminated immediately any existing activities, discussions or negotiations with any Persons parties conducted heretofore with respect to any Acquisition Proposals. The Company agrees that it will take the necessary steps to promptly inform the individuals or entities referred to in the first sentence hereof who may be ongoing with respect toinvolved in any such discussion of the obligations undertaken in this Section and in the Confidentiality Agreement (as defined in Section 9.7). The Company agrees that it will notify Purchaser immediately if any such inquiries, proposals or offers are received by, any such information is requested from, or that could reasonably any such discussions or negotiations are sought to be expected initiated or continued with, any of its representatives indicating, in connection with such notice, the name of such Person and the material terms and conditions of any proposals or offers and thereafter shall keep Purchaser informed, on a current basis, as to lead to, an Acquisition Proposal (defined below)the status and terms of any such proposals or offers. The Company also agrees that it will promptly request each Person that has heretofore executed a confidentiality agreement in connection with its consideration of acquiring it or any Acquisition Proposal of its Subsidiaries to return or destroy all confidential information heretofore furnished to such Person by or on behalf of it or any of its Subsidiaries, subject to the terms and conditions of such confidentiality agreements. As of the date hereof and prior to the Effective Time or earlier termination of this Agreement in accordance with Article VIII, the Company shall not, nor shall it permit any of its Subsidiaries to, nor shall it or its Subsidiaries authorize any of their respective Representatives to, and the Company and each Subsidiary shall use their respective reasonable best efforts to cause the Representatives not to, directly or indirectly, (i) initiate, solicit, encourage or take any other action to knowingly facilitate (including by way of furnishing information) any inquiries regarding, or the making of any proposal which constitutes, any Acquisition Proposal, (ii) enter into any agreement, arrangement or understanding related to any Acquisition Proposal or enter into any agreement, arrangement or understanding requiring it to abandon, terminate or fail to consummate the Merger or any other transaction contemplated by this Agreement, (iii) initiate or participate in any way in any negotiations or discussions regarding an Acquisition Proposal or any inquiry or proposal that constitutes, or could reasonably be expected to lead to, an Acquisition Proposal or (iv) amend or grant any waiver or release under any standstill or any similar agreement with respect to any class of the Company’s equity securities; provided, however, that, with respect to a bona fide, unsolicited written Acquisition Proposal made after the date hereof that does not result from a breach of this Section 6.3, at any time prior to obtaining the Company Stockholder Approval, the Company shall be entitled to (x) furnish information with respect to the Company and its Subsidiaries to the Person making such Acquisition Proposal (and its Representatives) pursuant to a customary confidentiality agreement containing provisions not less restrictive of such Person than those in the Confidentiality Agreement (defined in Section 9.7), provided that all such information has previously been provided to Parent or is provided to Parent prior to or substantially concurrent with the time it is provided to such Person, and (y) participate in discussions or negotiations with the Person making such Acquisition Proposal (and its Representatives) regarding such Acquisition Proposal, in each case commencing one business day after delivery of a written notice to Parent that it intends to furnish such information or enter into such discussions or negotiations (a “Determination Notice”), if (but only if) the Board of Directors of the Company has determined in good faith by the date on which the Determination Notice is given (A) after consultation with a financial advisor of nationally recognized reputation, that the Acquisition Proposal constitutes or would reasonably be expected to lead to a Superior Proposal (defined below) and (B) after consultation with outside legal counsel, that the failure to provide such information or enter into such discussions or negotiations would present a reasonably substantial risk of a breach of the fiduciary duties of the Company’s Board of Directors to the Company’s stockholders under applicable Law. Without limiting the foregoing, it is agreed that any violation of any provision or term in the preceding sentence by any Representative of the Company or any of its Subsidiaries shall be a breach of this Section 6.3(a) by the Company. The Company agrees that it will take the necessary steps to promptly inform the Representatives of the Company and its Subsidiaries of the obligations undertaken in this Section 6.3 and in the Confidentiality Agreement.

Acquisition Proposals. (a) The Following the execution hereof, the Company shall, and shall cause its SubsidiariesSubsidiaries to (i) immediately cease and cause to be terminated all existing discussions or negotiations with any Person conducted heretofore with respect to any Acquisition Proposal (as defined in Section 6.3(h)(ii) hereof), (ii) request the prompt return or destruction of all confidential information previously furnished by it or on its behalf and (iii) not terminate, waive, amend, release or modify in any respect any provision of any confidentiality or standstill agreement to which any Acquired Company or any of its Affiliates or Representatives is a party with respect to any Acquisition Proposal or any proposal, inquiry or offer that could reasonably be expected to lead to an Acquisition Proposal, and shall use commercially reasonable efforts to enforce the provisions of any such agreement. (b) The Company shall not, and shall cause its Subsidiaries not to, and shall cause its and their respective directors, officers, directorsemployees, employeesinvestment bankers, financial advisors, attorneys, accountants and or other advisors, agents or representatives and agents (collectively, “Representatives”) to, immediately cease and cause to be terminated immediately any activities, discussions or negotiations with any Persons that may be ongoing with respect to, or that could reasonably be expected to lead to, an Acquisition Proposal (defined below). The Company also agrees that it will promptly request each Person that has heretofore executed a confidentiality agreement in connection with its consideration of any Acquisition Proposal to return or destroy all confidential information heretofore furnished to such Person by or on behalf of it or any of its Subsidiaries, subject to the terms and conditions of such confidentiality agreements. As of the date hereof and prior to the Effective Time or earlier termination of this Agreement in accordance with Article VIII, the Company shall not, nor shall it permit any of its Subsidiaries to, nor shall it or its Subsidiaries authorize any of their respective Representatives to, and the Company and each Subsidiary shall use their respective reasonable best efforts to cause the Representatives not to, directly or indirectly, (i) solicit, initiate, solicit, or knowingly encourage or take any other action to knowingly induce or knowingly facilitate (including by way the making, submission or announcement of furnishing information) any inquiries regarding, or the making of any proposal which constitutesor offer constituting, any related to or that could reasonably be expected to lead to an Acquisition Proposal, (ii) enter into furnish any agreement, arrangement or understanding related information regarding any of the Acquired Companies to any Acquisition Proposal Person (other than Parent and Parent’s or enter into any agreement, arrangement the Company’s Representatives) in connection with or understanding requiring it in response to abandon, terminate or fail to consummate the Merger or any other transaction contemplated by this Agreement, (iii) initiate or participate in any way in any negotiations or discussions regarding an Acquisition Proposal or any an inquiry or proposal indication of interest that constitutes, or could reasonably be expected to lead toto an Acquisition Proposal, (iii) engage in discussions or negotiations with any Person with respect to any Acquisition Proposal or any proposal, inquiry or offer that could reasonably be expected to lead to an Acquisition Proposal (other than to state that they currently are not permitted to have discussions), (iv) approve, endorse or recommend any Acquisition Proposal or any proposal, inquiry or offer that could reasonably be expected to lead to an Acquisition Proposal, (v) make or authorize any statement, recommendation or solicitation in support of any Acquisition Proposal or any proposal, inquiry or offer that could reasonably be expected to lead to an Acquisition Proposal or (ivvi) amend enter into any letter of intent or grant any waiver or release under any standstill agreement in principle or any similar agreement Contract providing for, relating to or in connection with respect any Acquisition Proposal or any proposal, inquiry or offer that could reasonably be expected to lead to an Acquisition Proposal. (c) Notwithstanding anything to the contrary in this Section 6.3, if at any class time prior to the Acceptance Time, (i) the Company receives, after the date of the Company’s equity securities; providedthis Agreement, however, that, with respect to a bona fide, an unsolicited written Acquisition Proposal made after that the date hereof that does Company Board believes in good faith to be bona fide, (ii) such Acquisition Proposal did not result from a breach of this Section 6.3, at any time prior to obtaining (iii) the Company Stockholder Approval, 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 (as defined in Section 6.3(h)(iii) hereof) and (iv) the Company shall be entitled Board determines in good faith (after consultation with outside counsel) that the failure to take the actions referred to in clause (x) or (y) of this Section 6.3(c) would constitute a breach of its fiduciary duties to the stockholders of the Company under applicable Law, then the Company may (x) furnish and make available information with respect to the Company and its Subsidiaries to the Person making such Acquisition Proposal (and its Representatives) pursuant to a customary confidentiality agreement containing provisions not less restrictive of such Person than those in the an Acceptable Confidentiality Agreement (as defined in Section 9.76.3(h)(i) hereof); provided, that any non-public information provided that all or made available to any Person given such information has access shall have been previously been provided or made available to Parent or is shall be provided or made available to Parent prior to or substantially concurrent concurrently with the time it is provided or made available to such Person, and (y) participate in discussions or negotiations with the Person making such Acquisition Proposal (and its Representatives) regarding such Acquisition Proposal. The Company shall promptly (and in any event by the end of the next calendar day (unless such calendar day is not a Business Day, in each which case commencing one business day after delivery of a written notice to the deadline shall be noon Pacific Time on the next Business Day)) advise Parent that it intends to furnish such information or enter into such discussions or negotiations (a “Determination Notice”), if (but only if) the Board of Directors in writing of the Company has determined in good faith by the date on which the Determination Notice is given (A) after consultation with a financial advisor receipt of nationally recognized reputation, that the any Acquisition Proposal constitutes or would any inquiry or proposal that could reasonably be expected to lead to a Superior an Acquisition Proposal (defined belowincluding the identity of the Person making or submitting such Acquisition Proposal or inquiry or proposal, and, in the case of an Acquisition Proposal, the material terms thereof) that is made or submitted by any Person prior to the Effective Time. The Company shall keep Parent informed, on a current basis, of the status of, and any financial or other material changes in, any such Acquisition Proposal, inquiry or proposal. (d) Neither the Company Board nor any committee thereof shall (i) (A) withhold, withdraw or qualify (or modify in a manner adverse to Parent) the approval, recommendation or declaration of advisability by the Company Board or any such committee of this Agreement, the Merger or any of the other transactions contemplated hereby, (B) adopt, approve, recommend, endorse or otherwise declare advisable the adoption of any Acquisition Proposal or (C) resolve, agree or propose to take any such actions (each such action set forth in this Section 6.3(d)(i) being referred to herein as an “Adverse Recommendation Change”), (ii) cause or permit the Company to enter into any letter of intent, memorandum of understanding, agreement in principle, acquisition agreement, merger agreement, option agreement, joint venture agreement, partnership agreement or other agreement related to an Acquisition Proposal (each, an “Alternative Acquisition Agreement”), (iii) take any action to render the Rights or Section 203 of the DGCL inapplicable to any transaction included in the definition of Acquisition Proposal or grant any waiver or release under any standstill or similar agreement with respect to any class of equity securities of the Acquired Companies, or (iv) resolve, agree or propose to take any such actions. (e) Notwithstanding Section 6.3(d), at any time prior to the Acceptance Time, if the Company Board determines in good faith (after consultation with outside legal counsel) that the failure to do so would constitute a breach of its fiduciary duties to the stockholders of the Company under applicable Law, and provided that the Company has complied with this Section 6.3 in all material respects, then the Company Board may (x) make an Adverse Recommendation Change or (y) solely in response to a Superior Proposal received on or after the date hereof that has not been withdrawn and that did not otherwise result from a breach of this Section 6.3, cause the Company to terminate this Agreement pursuant to Section 8.1(d)(ii) (including payment of the Termination Fee, as defined in Section 8.3(c)(iii) hereof) and substantially concurrently enter into a binding Alternative Acquisition Agreement with respect to such Superior Proposal; provided, however, that the Company Board shall not take any of the actions set forth in the preceding sentence unless the Company has first complied with the provisions of Section 6.3(f) and, after so complying, the Company Board determines in good faith (after consultation with outside counsel) that the failure to do so would constitute a breach of its fiduciary duties to the stockholders of the Company under applicable Law and, in the case of clause (y), that such proposal continues to constitute a Superior Proposal. (f) The Company Board shall not take any action set forth in Section 6.3(e) unless the Company has first (i) provided written notice to Parent (a “Notice of Superior Proposal”) advising Parent that the Company Board has made the applicable determination (including the basis on which such determination has been made) and, if applicable, received a Superior Proposal, specifying the material terms and conditions of such Superior Proposal, identifying the Person making such Superior Proposal and providing copies of any agreements intended to effect such Superior Proposal, (ii) negotiated, and caused the Company and its Representatives to negotiate, during the five Business Day period following Parent’s receipt of the Notice of Superior Proposal (the “Notice Period”), in good faith with Parent to enable Parent to make a counteroffer or propose to amend the terms of this Agreement, and (iii) after complying with clauses (i) and (ii), reaffirmed such determination in light of any counteroffer or proposed amendment to the terms of the Merger Agreement; provided, however, that if during the Notice Period any revisions are made to a Superior Proposal and such revisions are material (it being understood and agreed that any change to consideration with respect to such proposal is material), the Company shall deliver a new Notice of Superior Proposal to Parent and shall comply with the requirements of this Section 6.3(f) with respect to such new Notice of Superior Proposal. (g) Nothing contained in this Section 6.3 shall prohibit the Company Board from (i) taking and disclosing a position contemplated by Item 1012(a) of Regulation M-A, Rule 14e-2(a) under the Exchange Act or Rule 14d-9 under the Exchange Act or (ii) making an Adverse Recommendation Change or disclosing any other information to the stockholders of the Company at any time if, in each case, it determines, after consultation with its outside counsel, that the failure to provide take such information or enter into such discussions or negotiations action would present a reasonably substantial risk of constitute a breach of its fiduciary obligations to the fiduciary duties stockholders of the Company’s Board of Directors to the Company’s stockholders Company under applicable Law. Without limiting the foregoing; provided, it is agreed however, that any violation of any provision or term action to which Section 6.3(e) is applicable may only be made in the preceding sentence by any Representative of the Company or any of its Subsidiaries shall be a breach compliance with Section 6.3(e) and Section 6.3(f). (h) For purposes of this Section 6.3(a) by the Company. The Company agrees that it will take the necessary steps to promptly inform the Representatives of the Company and its Subsidiaries of the obligations undertaken in this Section 6.3 and in the Confidentiality Agreement.:

Acquisition Proposals. (a) The Company shall not, shall cause its Subsidiaries not to, and shall instruct (and use it reasonable best efforts to cause) its Representatives not to: (i) directly or indirectly initiate, solicit, or knowingly encourage or knowingly facilitate (including by way of providing information) any inquiries, proposals or offers, or the making of any submission or announcement of any inquiry, proposal or offer that constitutes or would reasonably be expected to lead to an Acquisition Proposal or any inquiry, proposal or offer that, in each case, constitutes or would reasonably be expected to lead to an Acquisition Proposal, (ii) directly or indirectly engage in, enter into, or participate in any discussions or negotiations with any Person (or its Representatives) making an Acquisition Proposal or inquiry, proposal or offer that, in each case, constitutes or would reasonably be expected to lead to an Acquisition Proposal, or (iii) provide any information or afford access to the properties of the Company or its Subsidiaries to, or take any other action to knowingly assist or knowingly encourage or knowingly facilitate any effort by any Person (other than Parent, Buyer or any Representatives of Parent or Buyer) in a manner that would reasonably be expected to lead to an Acquisition Proposal or in connection with or in response to any inquiry, offer or proposal that constitutes or would reasonably be expected to lead to an Acquisition Proposal. The Company shall, and shall cause its SubsidiariesSubsidiaries to, and shall instruct (and use it reasonable best efforts to cause) its and their officers, directors, employees, financial advisors, attorneys, accountants and other advisors, representatives and agents (collectively, “Representatives”) Representatives to, (x) immediately cease and cause to be terminated immediately any activities, solicitation, discussions or negotiations with any Persons that may be ongoing Person (or its Representatives) (other than Parent, Buyer or any Representatives of Parent or Buyer) with respect toto any inquiry, proposal or offer that could constitutes or would reasonably be expected to lead to, to an Acquisition Proposal Proposal, (defined below). The y) to the extent the Company also agrees that it will promptly has the right to do so, shall, within one (1) Business Day of the date of this Agreement, request each Person that has heretofore executed a confidentiality agreement in connection with its consideration of any Acquisition Proposal to the return or destroy destruction of all confidential information heretofore furnished to such Person provided by or on behalf of it the Company or its Subsidiaries to any of such Person (or its SubsidiariesRepresentatives) and (z) terminate, subject to the terms and conditions of such confidentiality agreements. As within one (1) Business Day of the date hereof of this Agreement, access to any such Person (or its Representatives) any physical or electronic data rooms relating to a possible Acquisition Proposal. Subject to the other provisions of this Section 5.3, the Company and its Representatives may in any event inform a Person that has made an Acquisition Proposal about the provisions of this Section 5.3. (b) Notwithstanding Section 5.3(a) or any other provision of this Agreement, if at any time following the date of this Agreement and prior to the Effective Time or earlier termination of this Agreement in accordance with Article VIII, the Company shall not, nor shall it permit any of its Subsidiaries to, nor shall it or its Subsidiaries authorize any of their respective Representatives to, and the Company and each Subsidiary shall use their respective reasonable best efforts to cause the Representatives not to, directly or indirectlyAcceptance Time, (i) initiate, solicit, encourage or take any other action to knowingly facilitate (including by way of furnishing information) any inquiries regarding, or the making of any proposal which constitutes, any Acquisition Proposal, (ii) enter into any agreement, arrangement or understanding related to any Acquisition Proposal or enter into any agreement, arrangement or understanding requiring it to abandon, terminate or fail to consummate the Merger or any other transaction contemplated by this Agreement, (iii) initiate or participate in any way in any negotiations or discussions regarding an Acquisition Proposal or any inquiry or proposal that constitutes, or could reasonably be expected to lead to, an Acquisition Proposal or (iv) amend or grant any waiver or release under any standstill or any similar agreement with respect to any class of the Company’s equity securities; provided, however, that, with respect to Company has received a bona fide, unsolicited written Acquisition Proposal made after the date hereof that does did not result from a material breach of this Section 6.3, at any time prior to obtaining 5.3 and (ii) the Company Stockholder ApprovalBoard determines, in good faith, after consultation with its outside counsel and financial advisor, that such Acquisition Proposal constitutes or is reasonably likely to lead to or result in a Superior Proposal, then the Company shall be entitled to may (xA) furnish information with respect to the Company and its Subsidiaries to the Person making such Acquisition Proposal (and its Representatives) pursuant to a customary confidentiality agreement containing provisions not less restrictive of such Person than those in the Confidentiality Agreement (defined in Section 9.7), provided that all such information has previously been provided to Parent or is provided to Parent prior to or substantially concurrent with the time it is provided to such Person, Representatives and (yB) participate in discussions or negotiations with the such Person making such Acquisition Proposal (and its Representatives) Representatives regarding such Acquisition Proposal; provided that (x) the Company shall not, and shall instruct (and use it reasonable best efforts to cause) its Representatives not to, disclose any non-public information to such Person (or its Representatives) unless the Company has, or first enters into, a confidentiality agreement with such Person with confidentiality provisions that, taken as a whole, are not less restrictive to the other Person than those contained in each case commencing the Confidentiality Agreement and (y) the Company shall, substantially concurrently, and in any event within one business day after delivery of a written notice (1) Business Day, provide or make available to Parent any information concerning the Company or its Subsidiaries provided or made available to such other Person (or any of its Representatives) that it intends was not previously provided or made available to furnish such information Parent and Buyer. The Company shall not, and shall cause its Representatives not to, release any Person from, or enter into such discussions waive, amend or negotiations (modify any provision of, or grant permission under or fail to enforce, any standstill provision in any agreement to which the Company is a “Determination Notice”)party; provided that, if (but only if) the Board of Directors of the Company has determined Board determines in good faith by the date on which the Determination Notice is given (A) faith, after consultation with a financial advisor of nationally recognized reputation, its outside counsel that the failure to take such action would be inconsistent with its fiduciary duties under applicable Law, the Company may waive any such standstill provision to the extent necessary to permit the applicable Person (if such Person has not been solicited in material breach of this Section 5.3) to make, on a confidential basis to the Company Board, an Acquisition Proposal, conditioned upon such Person agreeing that the Company shall not be prohibited from providing any information to Parent (including regarding any such Acquisition Proposal) in accordance with, and otherwise complying with, this Section 5.3. (c) The Company shall promptly (and in any event within one (1) Business Day after receipt thereof) notify Parent of (i) the receipt by the Company of an Acquisition Proposal or inquiry, proposal or offer that constitutes or would reasonably be expected to lead to a Superior an Acquisition Proposal or any requests for information, or any discussions or negotiations sought to be initiated or continued related to the foregoing and (ii) the terms and conditions of any Acquisition Proposal (defined belowincluding a copy of such Acquisition Proposal) and any such inquiry, proposal, offer, request or contact. The Company shall keep Parent reasonably informed, on a prompt basis (and, in any case, within one (1) Business Day of any significant development, discussions or negotiations) as to the status of such Acquisition Proposal or such inquiry, proposal, offer, request or contact, including by promptly (and in no event later than one (1) Business Day) (A) disclosing to Parent the identity of the Person making such Acquisition Proposal or such inquiry, proposal, offer, request or contact and (B) after consultation with outside legal counselproviding to Parent complete, that the failure to provide such information or enter into such discussions or negotiations would present a reasonably substantial risk of a breach of the fiduciary duties of the Company’s Board of Directors to the Company’s stockholders under applicable Law. Without limiting the foregoing, it is agreed that any violation unredacted copies of any provision correspondence, proposals, indications of interest, and/or draft and final agreements (including schedules, exhibits and any other written materials related thereto (including any financing commitments received)) (and comments thereon) exchanged between the Company or term its Subsidiaries or any of its or its Subsidiaries Representatives, on the one hand, and the Person (or any of its Representatives) making such Acquisition Proposal or such inquiry, proposal, offer, request or contact, on the other hand. (d) Except as expressly provided in Section 5.3(e), the preceding sentence by any Representative of Company Board and each committee thereof shall not (i) approve or adopt, or permit the Company or any of its Subsidiaries shall to (and neither the Company nor any of its Subsidiaries will) enter into or execute, any binding or non-binding letter of intent, memorandum of understanding, agreement in principle, acquisition agreement, option agreement, merger agreement, joint venture agreement, partnership agreement or other agreement relating to or that would reasonably be expected to lead to (other than a confidentiality agreement referred to in Section 5.3(b)) an Acquisition Proposal (an “Alternative Acquisition Agreement”) or publicly propose to take such action or (ii) make a Change of Board Recommendation. (e) Notwithstanding Section 5.3(d) or any other provision of this Agreement, prior to the Acceptance Time: (i) the Company may make a Change of Board Recommendation and terminate this Agreement to enter into a definitive Alternative Acquisition Agreement pursuant to Section 6.3(c) with respect to a Superior Proposal (so long as prior to or concurrently with, and as a condition to the effectiveness of, such termination, the Company pays to Parent the termination fee payable pursuant to Section 6.5(b)) if: (A) the Company receives a written Acquisition Proposal that did not result from a material breach of this Section 6.3(a5.3, and the Company Board determines in good faith, after consultation with its outside counsel and financial advisor, constitutes a Superior Proposal; (B) the Company Board determines in good faith, after consultation with its outside counsel, that the failure to take any such action would be inconsistent with its fiduciary duties under applicable Law; (C) the Company has notified Parent in writing that it intends to terminate this Agreement to enter into such Alternative Acquisition Agreement and provided Parent a copy of the proposed definitive agreement (and related agreements); (D) the Company shall have negotiated, and shall have instructed (and shall have used it reasonable best efforts to cause) its Representatives to negotiate, in good faith, with Parent and its Representatives during the Notice Period, to the extent Parent requests to negotiate, to enable Parent to revise the terms of this Agreement in such a manner that would cause such Superior Proposal to no longer constitute a Superior Proposal; and (E) no earlier than the end of the Notice Period, the Company Board determines in good faith (after consultation with its outside counsel and financial advisor), after taking into consideration the terms of any proposed amendment or modification to this Agreement that Parent has committed in writing to make during the Notice Period, that (x) the Acquisition Proposal that is subject of the Determination Notice continues to constitute a Superior Proposal and (y) that the failure to take any such action would be inconsistent with its fiduciary duties under applicable Law; and (ii) other than in connection with or relating to an Acquisition Proposal, the Company Board may make a Change of Board Recommendation in response to an Intervening Event if (A) the Company Board determines in good faith, after consultation with its outside counsel, that the failure to take any such action would be inconsistent with its fiduciary duties under applicable Law; (B) the Company has notified Parent in writing that it intends to effect a Change of Board Recommendation (which notice shall reasonably specify the facts and circumstances providing the basis of the Intervening Event and for the Company Board’s determination to effect the Change of Board Recommendation); (C) the Company shall have negotiated, and shall have instructed (and shall have used it reasonable best efforts to cause) its Representatives to negotiate, in good faith, with Parent and its Representatives during the Notice Period, to the extent Parent requests to negotiate, to enable Parent to revise the terms of this Agreement in such a manner that would eliminate the need for taking such action; and (D) no earlier than the end of the Notice Period, the Company Board determines in good faith (after consultation with its outside counsel), after considering the terms of any proposed amendment or modification to this Agreement that Parent has committed in writing to make during the Notice Period, that the failure to effect a Change of Board Recommendation in response to such Intervening Event would be inconsistent with its fiduciary duties under applicable Law. The provisions of this Section 5.3(e) apply to any change to the financial terms or any other material terms of any applicable Superior Proposal with respect to clause (i) and require a revised Determination Notice and a new Notice Period. (f) Nothing contained in this Agreement prohibits the Company Board or a committee thereof from (i) taking and disclosing to the holders of Shares a position contemplated by Rule 14e-2(a) and Rule 14d-9 promulgated under the Exchange Act or (ii) making any disclosure if the Company Board determines, in good faith, after consultation with its outside counsel, that the failure to make such statement would be inconsistent with its fiduciary duties under applicable Law; provided that (A) in no event shall this Section 5.3(f) permit the Company Board or a committee thereof to make a Change of Board Recommendation except as otherwise expressly permitted pursuant to Section 5.3(e), (B) in no event shall this Section 5.3(f) affect, modify or supplement the definition of Change of Board Recommendation (or to the consequences thereof in accordance with this Agreement) and (C) any such disclosure (other than issuance by the Company. The Company agrees that it will take the necessary steps to promptly inform the Representatives of a “stop, look and listen” or similar communication of the type contemplated by Rule 14d-9(f) under the Exchange Act) that does not expressly reaffirm the Company and its Subsidiaries Board Recommendation shall be deemed to be a Change of the obligations undertaken in this Section 6.3 and in the Confidentiality AgreementBoard Recommendation.

Acquisition Proposals. (a) The Company Simplicity agrees that it shall, and shall direct and use its reasonable best efforts to cause its Subsidiaries, and its and their officers, directors, employees, financial advisors, attorneys, accountants and other advisors, representatives and agents (collectively, “Representatives”) Affiliates to, immediately cease and cause to be terminated immediately any activities, discussions or negotiations with any Persons other parties that may be ongoing with respect to, to the possibility or that could reasonably be expected to lead to, an Acquisition Proposal (defined below). The Company also agrees that it will promptly request each Person that has heretofore executed a confidentiality agreement in connection with its consideration of any Acquisition Proposal (as defined below), and will use its reasonable best efforts to enforce any confidentiality or similar agreement relating to any Acquisition Proposal, including by requesting the other party to promptly return or destroy all confidential information heretofore any Confidential Information previously furnished to such Person by or on behalf of it or any Simplicity thereunder and by specifically enforcing the terms thereof in a court of its Subsidiariescompetent jurisdiction. Immediately following the execution and delivery of this Agreement, subject Simplicity shall block all access to the terms electronic data room maintained in connection with this Agreement and conditions of such confidentiality agreementsthe Transactions, to all Persons other than Simplicity and HomeStreet and their respective Representatives. As of From the date hereof and prior to of this Agreement through the Effective Time or earlier the valid termination of this Agreement in accordance with Article VIIIAgreement, the Company Simplicity shall not, nor and shall it permit any of cause its Subsidiaries to, nor shall it or its Subsidiaries authorize any of their respective Representatives to, Affiliates and the Company and each Subsidiary shall use their respective reasonable best efforts to cause the Representatives not to, directly or indirectlyindirectly through another Person, (i) initiate, solicit, initiate or encourage or take any other action to knowingly facilitate (including by way of furnishing information) information or assistance), or take any other action designed to facilitate or that is likely to result in, any inquiries regarding, or the making of any proposal which or offer that constitutes, or is reasonably likely to lead to, any Acquisition Proposal, (ii) provide any Confidential Information or data to any Person relating to any Acquisition Proposal, (iii) participate in any discussions or negotiations regarding any Acquisition Proposal, (iv) waive, terminate, modify or fail to enforce any provision of any contractual “standstill” or similar obligations of any Person other than HomeStreet or its Affiliates, (v) approve or recommend, propose to approve or recommend, or execute or enter into into, any letter of intent, agreement in principle, merger agreement, arrangement asset purchase agreement or understanding share exchange agreement, option agreement or other similar agreement related to any Acquisition Proposal or enter into propose to do any agreement, arrangement or understanding requiring it to abandon, terminate or fail to consummate of the Merger or any other transaction contemplated by this Agreement, (iii) initiate or participate in any way in any negotiations or discussions regarding an Acquisition Proposal or any inquiry or proposal that constitutesforegoing, or could reasonably be expected to lead (vi) make or authorize any statement, recommendation or solicitation (whether publicly or otherwise) in support of any Acquisition Proposal, or otherwise that suggests or recommends a material modification to, an Acquisition Proposal or the abandonment or termination of, this Agreement or the Transactions (iv) amend or grant any waiver or release under any standstill or any similar agreement with respect to any class of the Company’s equity securitiessuch statement, a “Change in Recommendation”); provided, however, thatthat prior to the Simplicity Meeting, with respect and subject to a bona fide, unsolicited written Acquisition Proposal made after the date hereof that does not result from a breach provisions of this Section 6.3, at any time prior to obtaining the Company Stockholder Approval, the Company shall be entitled to (x) furnish information with respect to the Company and its Subsidiaries to the Person making such Acquisition Proposal (and its Representatives) pursuant to a customary confidentiality agreement containing provisions not less restrictive of such Person than those in the Confidentiality Agreement (defined in Section 9.7), provided that all such information has previously been provided to Parent or is provided to Parent prior to or substantially concurrent with the time it is provided to such Person, and (y) participate in discussions or negotiations with the Person making such Acquisition Proposal (and its Representatives) regarding such Acquisition Proposal, in each case commencing one business day after delivery of a written notice to Parent that it intends to furnish such information or enter into such discussions or negotiations (a “Determination Notice”)6.10, if (but only if) the Simplicity Board of Directors of the Company has determined determines in good faith by the date on which the Determination Notice is given (A) faith, after consultation consulting with a its outside legal and financial advisor of nationally recognized reputationadvisors, that the failure to consider the Acquisition Proposal constitutes would breach, or would reasonably be expected to lead result in a breach of, the Simplicity Board’s fiduciary duties under applicable law, Simplicity may, in response to a Superior bona fide, written Acquisition Proposal (defined below) and (B) after consultation with outside legal counsel, that the failure to provide such information or enter into such discussions or negotiations would present a reasonably substantial risk of a breach of the fiduciary duties of the Company’s Board of Directors to the Company’s stockholders under applicable Law. Without limiting the foregoing, it is agreed that any not solicited in violation of any provision or term in the preceding sentence by any Representative of the Company or any of its Subsidiaries shall be a breach of this Section 6.3(a6.10(a) by that the CompanySimplicity Board determines in good faith constitutes a Superior AGREEMENT AND PLAN OF MERGER BETWEEN HOMESTREET, INC. The Company agrees that it will take the necessary steps to promptly inform the Representatives of the Company and its Subsidiaries of the obligations undertaken in this Section 6.3 and in the Confidentiality Agreement.AND SIMPLICITY BANCORP, INC. EXECUTION VERSION

Acquisition Proposals. (a) The Company Without limitation on any of its other obligations under this Agreement, the Shareholder hereby covenants and agrees that neither it nor any of its Subsidiaries nor any of the officers and directors of it or its Subsidiaries shall, and that it shall use its reasonable best efforts to cause its Subsidiaries, and its and their officers, directors, Subsidiaries' employees, financial advisorsagents and representatives (including any investment banker, attorneys, accountants and other advisors, representatives and agents (collectively, “Representatives”) to, immediately cease and cause to be terminated immediately any activities, discussions attorney or negotiations with any Persons that may be ongoing with respect to, or that could reasonably be expected to lead to, an Acquisition Proposal (defined below). The Company also agrees that it will promptly request each Person that has heretofore executed a confidentiality agreement in connection with its consideration of any Acquisition Proposal to return or destroy all confidential information heretofore furnished to such Person accountant retained by or on behalf of it or any of its Subsidiaries, subject to the terms and conditions of such confidentiality agreements. As of the date hereof and prior to the Effective Time or earlier termination of this Agreement in accordance with Article VIII, the Company shall not, nor shall it permit any of its Subsidiaries to, nor shall it or its Subsidiaries authorize any of their respective Representatives to, and the Company and each Subsidiary shall use their respective reasonable best efforts to cause the Representatives ) not to, directly or indirectly, (i) initiate, solicit, encourage or take any other action to knowingly facilitate (including by way of furnishing information) any inquiries regarding, or the making of any proposal which constitutesAcquisition Proposal (as defined in the Combination Agreement), (ii) have any discussion with or provide any confidential information or data to any person relating to an Acquisition Proposal, or engage in any negotiations concerning an Acquisition Proposal, or knowingly facilitate any effort or attempt to make or implement an Acquisition Proposal, (ii) enter into any agreement, arrangement or understanding related to any Acquisition Proposal or enter into any agreement, arrangement or understanding requiring it to abandon, terminate or fail to consummate the Merger or any other transaction contemplated by this Agreement, (iii) initiate approve, vote in favor of, consent to or participate in any way in any negotiations or discussions regarding an Acquisition Proposal or any inquiry or proposal that constitutesrecommend, or could reasonably be expected propose publicly to lead toapprove or recommend, an any Acquisition Proposal or (iv) amend approve, vote in favor of, consent to or grant recommend, or propose to approve or recommend, or execute or enter into, any waiver letter of intent, agreement in principle, merger agreement, acquisition agreement, option agreement or release under any standstill or any other similar agreement or propose publicly or agree to do any of the foregoing. The Shareholder agrees that it will promptly keep the other parties hereto informed of the status and terms of any such proposals. The Shareholder further agrees that it will, and will cause its officers, directors and representatives to, immediately cease and cause to be terminated any activities, discussions or negotiations existing as of the date of this Agreement with any parties conducted heretofore with respect to any class of the Company’s equity securities; provided, however, that, with respect to a bona fide, unsolicited written Acquisition Proposal made after the date hereof that does not result from a breach of this Section 6.3, at any time prior to obtaining the Company Stockholder Approval, the Company shall be entitled to (x) furnish information with respect to the Company and its Subsidiaries to the Person making such Acquisition Proposal (and its Representatives) pursuant to a customary confidentiality agreement containing provisions not less restrictive of such Person than those in the Confidentiality Agreement (defined in Section 9.7), provided that all such information has previously been provided to Parent or is provided to Parent prior to or substantially concurrent with the time it is provided to such Person, and (y) participate in discussions or negotiations with the Person making such Acquisition Proposal (and its Representatives) regarding such Acquisition Proposal, in each case commencing one business day after delivery of a written notice to Parent that it intends to furnish such information or enter into such discussions or negotiations (a “Determination Notice”), if (but only if) the Board of Directors of the Company has determined in good faith by the date on which the Determination Notice is given (A) after consultation with a financial advisor of nationally recognized reputation, that the Acquisition Proposal constitutes or would reasonably be expected to lead to a Superior Proposal (defined below) and (B) after consultation with outside legal counsel, that the failure to provide such information or enter into such discussions or negotiations would present a reasonably substantial risk of a breach of the fiduciary duties of the Company’s Board of Directors to the Company’s stockholders under applicable Law. Without limiting the foregoing, it is agreed that any violation of any provision or term in the preceding sentence by any Representative of the Company or any of its Subsidiaries shall be a breach of this Section 6.3(a) by the Company. The Company agrees that it will take the necessary steps use reasonable best efforts to promptly inform the Representatives of the Company its directors, officers, key employees, agents and its Subsidiaries representatives of the obligations undertaken in this Section 6.3 and in the Confidentiality Agreement4.2.

Acquisition Proposals. (a) The Company agrees that, except as expressly contemplated by this Agreement, neither it nor any of its Subsidiaries shall, and the Company shall, and shall cause its SubsidiariesSubsidiaries to, and its and cause their respective officers, directors, employeesinvestment bankers, attorneys, accountants, financial advisors, attorneys, accountants agents and other advisors, representatives and agents (collectively, “Representatives”) to, immediately cease and cause not to be terminated immediately any activities, discussions or negotiations with any Persons that may be ongoing with respect to, or that could reasonably be expected to lead to, an Acquisition Proposal (defined below). The Company also agrees that it will promptly request each Person that has heretofore executed a confidentiality agreement in connection with its consideration of any Acquisition Proposal to return or destroy all confidential information heretofore furnished to such Person by or on behalf of it or any of its Subsidiaries, subject to the terms and conditions of such confidentiality agreements. As of the date hereof and prior to the Effective Time or earlier termination of this Agreement in accordance with Article VIII, the Company shall not, nor shall it permit any of its Subsidiaries to, nor shall it or its Subsidiaries authorize any of their respective Representatives to, and the Company and each Subsidiary shall use their respective reasonable best efforts to cause the Representatives not to, directly or indirectly, (i) directly or indirectly initiate, solicit, knowingly encourage or take any other action to knowingly facilitate (including by way of furnishing information) any inquiries regarding, or the making or submission of any proposal which that constitutes, any or could reasonably be expected to lead to, an Acquisition Proposal, (ii) enter into participate or engage in discussions or negotiations with, or disclose any agreementnon-public information or data relating to the Company or any of its Subsidiaries or afford access to the properties, arrangement books or understanding related records of the Company or any of its Subsidiaries to any Person that has made an Acquisition Proposal or to any Person in contemplation of an Acquisition Proposal, or (iii) accept an Acquisition Proposal or enter into any agreement, including any letter of intent, memorandum of understanding, agreement in principle, merger agreement, acquisition agreement, option agreement, joint venture agreement, partnership agreement or other similar agreement, arrangement or understanding requiring it understanding, (A) constituting or related to, or that is intended to or could reasonably be expected to lead to, any Acquisition Proposal (other than an Acceptable Confidentiality Agreement permitted pursuant to this Section 5.3) or (B) requiring, intended to cause, or which could reasonably be expected to cause the Company to abandon, terminate or fail to consummate the Merger or any other transaction contemplated by this Agreement (each an “Acquisition Agreement”). Any violation of the foregoing restrictions by any of the Company’s Subsidiaries or by any representatives of the Company or any of its Subsidiaries, whether or not such representative is so authorized and whether or not such representative is purporting to act on behalf of the Company or any of its Subsidiaries or otherwise, shall be deemed to be a breach of this Agreement by the Company. Notwithstanding anything to the contrary in this Agreement, the Company and the Company Board may take any actions described in clause (iiiii) initiate or participate in of this Section 5.3(a) with respect to a third party if at any way in any negotiations or discussions regarding an time prior to obtaining the Company Required Vote (x) the Company receives a written Acquisition Proposal from such third party (and such Acquisition Proposal was not during such time period initiated, solicited, knowingly encouraged or facilitated by the Company or any inquiry of its Subsidiaries or any of their respective officers, directors, investment bankers, attorneys, accountants, financial advisors, agents or other representatives) and (y) such proposal that constitutes, or the Company Board determines in good faith (after consultation with its financial advisors and outside legal counsel) that such proposal could reasonably be expected to lead to, a Superior Proposal, provided that the Company shall not deliver any information to such third party without entering into an Acceptable Confidentiality Agreement. Nothing contained in this Section 5.3 shall prohibit the Company or the Company Board from taking and disclosing to the Company’s stockholders a position with respect to an Acquisition Proposal pursuant to Rules 14d-9 and 14e-2(a) promulgated under the Exchange Act or from making any similar disclosure, in either case to the extent required by applicable Law. (b) Neither (i) the Company Board nor any committee thereof shall directly or indirectly (A) withdraw (or amend or modify in a manner adverse to Parent or Purchaser), or publicly propose to withdraw (or amend or modify in a manner adverse to Parent or Purchaser), the approval, recommendation or declaration of advisability by the Company Board or any such committee thereof of this Agreement, the Merger or the other transactions contemplated by this Agreement or (ivB) amend recommend, adopt or grant approve, or propose publicly to recommend, adopt or approve, any waiver or release under Acquisition Proposal (any standstill action described in this clause (i) being referred to as a “Company Adverse Recommendation Change”) nor (ii) shall the Company or any similar agreement with respect to any class of its Subsidiaries execute or enter into an Acquisition Agreement. Notwithstanding the Company’s equity securities; provided, however, that, with respect to a bona fide, unsolicited written Acquisition Proposal made after the date hereof that does not result from a breach of this Section 6.3foregoing, at any time prior to obtaining the Company Stockholder ApprovalRequired Vote, and subject to the Company’s compliance at all times with the provisions of this Section 5.3 and Section 5.6, in response to a Superior Proposal, the Company Board may make a Company Adverse Recommendation Change and enter into an Acquisition Agreement; provided, however, that the Company shall not be entitled to exercise its right to make a Company Adverse Recommendation Change and enter into an Acquisition Agreement in response to a Superior Proposal (xX) furnish information until four Business Days after the Company provides written notice to Parent (a “Company Notice”) advising Parent that the Company Board or a committee thereof has received a Superior Proposal, specifying the material terms and conditions of such Superior Proposal, and identifying the Person or group making such Superior Proposal and (Y) if during such four Business Day period, Parent proposes any alternative transaction (including any modifications to the terms of this Agreement), unless the Company Board determines in good faith (after consultation with respect its financial advisors and outside legal counsel, and taking into account all financial, legal, and regulatory terms and conditions of such alternative transaction proposal) that such alternative transaction proposal is not at least as favorable to the Company and its Subsidiaries stockholders from a financial point of view as the Superior Proposal (it being understood that any change in the financial or other material terms of a Superior Proposal shall require a new Company Notice and a new four Business Day period under this Section 5.3(b)). (c) Neither the Parent Board nor any committee thereof shall directly or indirectly withdraw (or amend or modify in a manner adverse to the Person making Company), or publicly propose to withdraw (or amend or modify in a manner adverse to the Company), the approval, recommendation or declaration of advisability by the Parent Board or any such committee thereof of this Agreement, the Merger, the other transactions contemplated by this Agreement or the Parent Proposal. (d) The Parties agree that in addition to the obligations of the Company and Parent set forth in paragraphs (a) through (c) of this Section 5.3, as promptly as practicable after receipt thereof, the Company shall advise Parent in writing of any request for information or any Acquisition Proposal (and its Representatives) pursuant to a customary confidentiality agreement containing provisions not less restrictive of such Person than those in the Confidentiality Agreement (defined in Section 9.7), provided that all such information has previously been provided to Parent or is provided to Parent prior to or substantially concurrent with the time it is provided to such received from any Person, and (y) participate in or any inquiry, discussions or negotiations with the Person making such Acquisition Proposal (and its Representatives) regarding such respect to any Acquisition Proposal, in each case commencing one business day after delivery and the terms and conditions of a written notice such request, Acquisition Proposal, inquiry, discussions or negotiations, and the Company shall promptly provide to Parent that it intends to furnish copies of any written materials received by the Company in connection with any of the foregoing, and the identity of the Person or group making any such information request, Acquisition Proposal or enter into such inquiry or with whom any discussions or negotiations are taking place. The Company agrees that it shall simultaneously provide to Parent any non-public information concerning itself or its Subsidiaries provided to any other Person or group in connection with any Acquisition Proposal which was not previously provided to the Parent. The Company shall keep Parent fully informed of the status of any Acquisition Proposals (including the identity of the parties and price involved and any changes to any material terms and conditions thereof). The Company agrees not to release any third party from, or waive any provisions of, any confidentiality or standstill agreement to which it is a party. (e) For purposes of this Agreement “Determination Notice”)Acquisition Proposal” shall mean any bona fide proposal, if whether or not in writing, for the (but only ifi) direct or indirect acquisition or purchase of a business or assets that constitute 10% or more of the Board of Directors net revenues, net income or the assets (based on the fair market value thereof) of the Company has determined in good faith by the date on which the Determination Notice is given and its Subsidiaries, taken as a whole, (Aii) after consultation with a financial advisor direct or indirect acquisition or purchase of nationally recognized reputation, that the Acquisition Proposal constitutes 10% or would reasonably be expected to lead to a Superior Proposal (defined below) and (B) after consultation with outside legal counsel, that the failure to provide such information or enter into such discussions or negotiations would present a reasonably substantial risk of a breach of the fiduciary duties of the Company’s Board of Directors to the Company’s stockholders under applicable Law. Without limiting the foregoing, it is agreed that any violation more of any provision class of equity securities or term in the preceding sentence by any Representative capital stock of the Company or any of its Subsidiaries shall be a breach whose business constitutes 10% or more of this Section 6.3(a) by the Company. The Company agrees that it will take the necessary steps to promptly inform the Representatives net revenues, net income or assets of the Company and its Subsidiaries Subsidiaries, taken as a whole, or (iii) merger, consolidation, restructuring, transfer of assets or other business combination, sale of shares of capital stock, tender offer, exchange offer, recapitalization, stock repurchase program or other similar transaction that if consummated would result in any Person or Persons beneficially owning 10% or more of any class of equity securities of the obligations undertaken Company or any of its Subsidiaries whose business constitutes 10% or more of the net revenues, net income or assets of the Company and its Subsidiaries, taken as a whole, other than the transactions contemplated by this Agreement. The term “Superior Proposal” shall mean any bona fide written Acquisition Proposal made by a third party to acquire, directly or indirectly, pursuant to a tender offer, exchange offer, merger, share exchange, consolidation or other business combination, (A) 50% or more of the assets of the Company and its Subsidiaries, taken as a whole, or (B) 50% or more of the equity securities of the Company, in each case on terms which a majority of the board of directors of the Company determines in good faith (after consultation with its financial advisors and outside legal counsel, and taking into account all financial, legal and regulatory terms and conditions of the Acquisition Proposal and this Agreement, including any alternative transaction (including any modifications to the terms of this Agreement) proposed by any other party in response to such Superior Proposal, including any conditions to and expected timing of consummation, and any risks of non-consummation, of such Acquisition Proposal) to be superior to such party and its stockholders (in their capacity as stockholders) from a financial point of view as compared to the transactions contemplated hereby and to any alternative transaction (including any modifications to the terms of this Agreement) proposed by the Parent pursuant to this Section 6.3 and in the Confidentiality Agreement5.3.

Acquisition Proposals. (a) The Company shall, Target and shall cause each Major Shareholder agree that neither the Target nor any of its Subsidiaries, and its and their Subsidiaries nor any of the respective officers, directors, employeesagents, financial advisorsemployees or representatives of the Target or any of its Subsidiaries (including, attorneyswithout limitation, accountants and other advisorsany investment banker, representatives and agents attorney or accountant retained by the Target or any of its Subsidiaries) nor any of the Major Shareholders (collectivelywhether or not acting on behalf of the Target) shall initiate, “Representatives”solicit or encourage, directly or indirectly, any inquiries or the making of any proposal or offer to the Target or any Subsidiary or any of the shareholders of the Target with respect to a merger, consolidation or similar transaction involving, or any purchase of all or any significant portion of the assets or any equity securities of, the Target or any of its Subsidiaries (any such proposal or offer being hereinafter referred to as an "Acquisition Proposal") or, except to the extent legally required for the discharge by the board of directors of the Target of its fiduciary duties as advised in writing by counsel, engage in any negotiations concerning, or provide any confidential information or data to, or have any discussions with, any Person relating to an Acquisition Proposal, or otherwise facilitate any effort or attempt to make or implement an Acquisition Proposal. The Target shall immediately cease and cause to be terminated immediately any existing activities, discussions or negotiations with any Persons that may be ongoing parties conducted heretofore with respect to, to any of the foregoing. The Target shall take the necessary steps to promptly inform the individuals or that could reasonably be expected entities referred to lead to, an Acquisition Proposal (defined belowin the first sentence hereof of the obligations undertaken in this Section 5(h). The Company Target will notify the Acquiror immediately if any inquiries or proposals relating to an actual or potential Acquisition Proposal are received by, any such information is requested from, or any such negotiations or discussions are sought to be initiated or continued with the Target or any of its Subsidiaries. The Target also agrees that it will promptly request each Person that person which has heretofore executed a confidentiality agreement in connection with its consideration of acquiring the Target and/or any Acquisition Proposal of its Subsidiaries to return or destroy all confidential information Confidential Information heretofore furnished to such Person person by or on behalf of it or any of its Subsidiaries, subject to the terms and conditions of such confidentiality agreements. As of the date hereof and prior to the Effective Time or earlier termination of this Agreement in accordance with Article VIII, the Company shall not, nor shall it permit any of its Subsidiaries to, nor shall it or its Subsidiaries authorize any of their respective Representatives to, and the Company and each Subsidiary shall use their respective reasonable best efforts to cause the Representatives not to, directly or indirectly, (i) initiate, solicit, encourage or take any other action to knowingly facilitate (including by way of furnishing information) any inquiries regarding, or the making of any proposal which constitutes, any Acquisition Proposal, (ii) enter into any agreement, arrangement or understanding related to any Acquisition Proposal or enter into any agreement, arrangement or understanding requiring it to abandon, terminate or fail to consummate the Merger or any other transaction contemplated by this Agreement, (iii) initiate or participate in any way in any negotiations or discussions regarding an Acquisition Proposal or any inquiry or proposal that constitutes, or could reasonably be expected to lead to, an Acquisition Proposal or (iv) amend or grant any waiver or release under any standstill or any similar agreement with respect to any class of the Company’s equity securities; provided, however, that, with respect to a bona fide, unsolicited written Acquisition Proposal made after the date hereof that does not result from a breach of this Section 6.3, at any time prior to obtaining the Company Stockholder Approval, the Company shall be entitled to (x) furnish information with respect to the Company and its Subsidiaries to the Person making such Acquisition Proposal (and its Representatives) pursuant to a customary confidentiality agreement containing provisions not less restrictive of such Person than those in the Confidentiality Agreement (defined in Section 9.7), provided that all such information has previously been provided to Parent or is provided to Parent prior to or substantially concurrent with the time it is provided to such Person, and (y) participate in discussions or negotiations with the Person making such Acquisition Proposal (and its Representatives) regarding such Acquisition Proposal, in each case commencing one business day after delivery of a written notice to Parent that it intends to furnish such information or enter into such discussions or negotiations (a “Determination Notice”), if (but only if) the Board of Directors of the Company has determined in good faith by the date on which the Determination Notice is given (A) after consultation with a financial advisor of nationally recognized reputation, that the Acquisition Proposal constitutes or would reasonably be expected to lead to a Superior Proposal (defined below) and (B) after consultation with outside legal counsel, that the failure to provide such information or enter into such discussions or negotiations would present a reasonably substantial risk of a breach of the fiduciary duties of the Company’s Board of Directors to the Company’s stockholders under applicable Law. Without limiting the foregoing, it is agreed that any violation of any provision or term in the preceding sentence by any Representative of the Company or any of its Subsidiaries shall be a breach of this Section 6.3(a) by the Company. The Company agrees that it will take the necessary steps to promptly inform the Representatives of the Company and its Subsidiaries of the obligations undertaken in this Section 6.3 and in the Confidentiality AgreementTarget.

Acquisition Proposals. (a) The Company shallshall not, and shall cause its Subsidiariessubsidiaries and their respective directors, officers, and employees not to, and shall use its and reasonable best efforts to cause their officersrespective consultants, directorsattorneys, employeesaccountants, financial advisors, attorneysagents, accountants investment bankers or other representatives ("Representatives") not to (and other advisorsshall not authorize or permit their respective Representatives to), representatives and agents (collectivelyi) initiate, “Representatives”) tosolicit, immediately cease and cause to be terminated immediately knowingly encourage or knowingly facilitate any activities, discussions or negotiations with any Persons that may be ongoing inquiries with respect to, to or that could reasonably be expected to lead to, or the making, submission or announcement of, any Acquisition Proposal, (ii) participate or engage in any negotiations or discussions concerning, or furnish or provide access to its properties, books and records or any confidential information or data to, any Person relating to an Acquisition Proposal, or any inquiry or proposal that could reasonably be expected to lead to any Acquisition Proposal, (iii) approve, endorse or recommend, or propose publicly to approve, endorse or recommend, any Acquisition Proposal or (defined belowiv) execute or enter into, any letter of intent, agreement in principle, merger agreement, acquisition agreement or other similar agreement for any Acquisition Proposal; provided that it is understood and agreed that any determination or action by the Company Board of Directors permitted under Section 7.1(b) or Section 7.1(d) shall not be deemed to be a breach or violation of this Section 7.1(a) or, in the case of Section 7.1(b)(i) - (iv), give Ultimate Parent or Parent a right to terminate this Agreement pursuant to Section 9.1(e)(ii). The Company also agrees shall, and shall cause its subsidiaries and their respective directors, officers and employees to, and shall use its reasonable best efforts to cause their respective Representatives to, (i) immediately cease and cause to be terminated any solicitations, discussions or negotiations with any Person (other than the Parties) in connection with an Acquisition Proposal, in each case that it will exist as of the date hereof, and (ii) promptly request each Person (other than the Parties) that has heretofore prior to the date hereof executed a confidentiality agreement or similar agreement in connection with its consideration of any Acquisition Proposal acquiring the Company to return or destroy all confidential information heretofore furnished to such Person by or on behalf of it or any of its Subsidiaries, subject to the terms and conditions of such confidentiality agreements. As of the date hereof and subsidiaries prior to the Effective Time or earlier termination date hereof. The Company shall promptly (and in any event within twenty-four (24) hours) notify Parent in writing of this Agreement the receipt of any Acquisition Proposal after the date hereof, which notice shall include a summary of the material terms of, including the identity of the Person making, such Acquisition Proposal. The Company shall keep Parent informed in accordance with Article VIIIall material respects on a prompt basis of the current status and material terms of any such Acquisition Proposal including any material changes in respect of any such Acquisition Proposal and shall deliver to Parent a summary of any material changes to any such Acquisition Proposal. Notwithstanding anything to the contrary herein, the Company shall notmay grant a waiver, nor shall it permit any of its Subsidiaries to, nor shall it or its Subsidiaries authorize any of their respective Representatives to, and the Company and each Subsidiary shall use their respective reasonable best efforts to cause the Representatives not to, directly or indirectly, (i) initiate, solicit, encourage or take any other action to knowingly facilitate (including by way of furnishing information) any inquiries regarding, or the making of any proposal which constitutes, any Acquisition Proposal, (ii) enter into any agreement, arrangement or understanding related to any Acquisition Proposal or enter into any agreement, arrangement or understanding requiring it to abandon, terminate or fail to consummate the Merger or any other transaction contemplated by this Agreement, (iii) initiate or participate in any way in any negotiations or discussions regarding an Acquisition Proposal or any inquiry or proposal that constitutes, or could reasonably be expected to lead to, an Acquisition Proposal or (iv) amend or grant any waiver amendment or release under any confidentiality or standstill or any similar agreement with respect to any class of the Company’s equity securities; provided, however, that, with respect extent necessary to allow for a bona fide, unsolicited written confidential Acquisition Proposal to be made after the date hereof that does not result from a breach of this Section 6.3, at any time prior to obtaining the Company Stockholder Approval, the Company shall be entitled to (x) furnish information with respect to the Company and its Subsidiaries to or the Person making such Acquisition Proposal (and its Representatives) pursuant to a customary confidentiality agreement containing provisions not less restrictive of such Person than those in the Confidentiality Agreement (defined in Section 9.7), provided that all such information has previously been provided to Parent or is provided to Parent prior to or substantially concurrent with the time it is provided to such Person, and (y) participate in discussions or negotiations with the Person making such Acquisition Proposal (and its Representatives) regarding such Acquisition Proposal, in each case commencing one business day after delivery of a written notice to Parent that it intends to furnish such information or enter into such discussions or negotiations (a “Determination Notice”), if (but only if) the Company Board of Directors of if the Company has determined Board of Directors determines in good faith by the date on which the Determination Notice is given (A) faith, after consultation with a financial advisor of nationally recognized reputation, that the Acquisition Proposal constitutes or would reasonably be expected to lead to a Superior Proposal (defined below) and (B) after consultation with its outside legal counsel, that the failure to provide take such information or enter into such discussions or negotiations would present a action could be reasonably substantial risk of a breach of the likely to be inconsistent with its fiduciary duties of the Company’s Board of Directors to the Company’s stockholders under applicable Law. Without limiting Law and so long as the foregoingCompany promptly notifies Parent thereof (including the identity of such counterparty) after granting any such waiver, it is agreed that any violation amendment or release and, if requested by Parent, grants Parent a waiver, amendment or release of any similar provision or term in the preceding sentence by any Representative of the Company or any of its Subsidiaries shall be a breach of this Section 6.3(a) by the Company. The Company agrees that it will take the necessary steps to promptly inform the Representatives of the Company and its Subsidiaries of the obligations undertaken in this Section 6.3 and in under the Confidentiality Agreement. (b) Notwithstanding anything to the contrary in Section 7.1(a) or Section 7.3, nothing contained in this Agreement shall prevent the Company or its Company Board of Directors from: (i) (x) taking and disclosing to its shareholders a position in accordance with Rule 14d-9 or Rule 14e-2(a) promulgated under the Exchange Act, (y) making any "stop-look-and-listen" communication to the shareholders of the Company pursuant to Rule 14d-9(f) under the Exchange Act or (z) making any disclosure to shareholders of the Company with regard to the transactions contemplated by this Agreement or an Acquisition Proposal made after the date hereof if, in the good faith judgment of the Company Board of Directors, after consultation with its outside legal counsel, it determines that it is legally required to do so or failing to do so could be reasonably likely to be inconsistent with its fiduciary duties under applicable law; provided that neither the Company nor its Company Board of Directors may take an action that would constitute a Company Change of Recommendation in respect of an Acquisition Proposal unless permitted by Section 7.1(d), and compliance with the foregoing shall not in any way limit or modify the effect that any action taken pursuant thereto has under any other provision of this Agreement; (ii) prior to obtaining the Company Requisite Vote, contacting and engaging in discussions with any Person or group and their respective Representatives who has made an Acquisition Proposal after the date hereof solely for the purpose of clarifying such Acquisition Proposal and the terms thereof; (iii) prior to obtaining the Company Requisite Vote, providing access to its properties, books and records and providing information or data in response to a request therefor by a Person or group who has made a bona fide written Acquisition Proposal after the date hereof if the Company Board of Directors (A) shall have determined in good faith, after consultation with its outside legal counsel and financial advisors, that such Acquisition Proposal could reasonably be expected to constitute, result in or lead to a Superior Proposal, and (B) has received from the Person so requesting such information an executed Acceptable Confidentiality Agreement; or (iv) prior to obtaining the Company Requisite Vote, participating and engaging in any negotiations or discussions with any Person or group and their respective Representatives who has made a bona fide written Acquisition Proposal after the date hereof (which negotiations or discussions need not be solely for clarification purposes) if the Company Board of Directors shall have determined in good faith, after consultation with its outside legal counsel and financial advisors, that such Acquisition Proposal could reasonably be expected to constitute, result in or lead to a Superior Proposal; provided, that with respect to Section 7.1(b)(ii) - (iv), (A) in the case of Section 7.1(b)(ii) - (iv), such Acquisition Proposal was not solicited in material breach of Section 7.1(a), (B) in the case of Section 7.1(b)(iii) - (iv), the Company Board of Directors determines in good faith, after consultation with its outside legal counsel, that the failure to take such action could be reasonably likely to be inconsistent with its fiduciary duties under applicable Law, (C) in the case of Section 7.1(b)(iii) - (iv), the Company gives Parent the notice required by Section 7.1(a), and

Acquisition Proposals. From the date of this Agreement until the Initial Closing Date or, if earlier, the termination of this Agreement, LBHI and Seller agree that, except as expressly permitted hereunder (including in connection with a sale pursuant to Section 12.3) or as requested by the Buyer Parties, none of the Xxxxxx Entities, Seller and their respective Representative or Affiliates will, (a) The Company shallsolicit, and shall cause its Subsidiariesinitiate, and its and their officersseek, directorsentertain, employeesencourage, financial advisorsfacilitate, attorneyssupport or induce the making, accountants and other advisorssubmission or announcement by any Person of any inquiry, representatives and agents (collectivelyexpression of interest, “Representatives”) to, immediately cease and cause to be terminated immediately any activities, discussions proposal or negotiations with any Persons offer that may be ongoing with respect toconstitutes, or that could reasonably be expected to lead to the acquisition by any Person (other than the Buyer Parties and their respective Affiliates and Representatives) of any of the Transferred Assets or Transferred Subsidiary Assets or any Equity Interests in Seller or the Archstone Entities, (b) enter into, participate in, maintain or continue any communications (except solely to provide written notice as to the existence of these exclusivity provisions) or negotiations regarding, or deliver or make available to any Person any information with respect to, an Acquisition Proposal (defined below). The Company also agrees that it will promptly request each Person that has heretofore executed a confidentiality agreement in connection with its consideration of any Acquisition Proposal to return or destroy all confidential information heretofore furnished to such Person by or on behalf of it or any of its Subsidiaries, subject to the terms and conditions of such confidentiality agreements. As of the date hereof and prior to the Effective Time or earlier termination of this Agreement in accordance with Article VIII, the Company shall not, nor shall it permit any of its Subsidiaries to, nor shall it or its Subsidiaries authorize any of their respective Representatives to, and the Company and each Subsidiary shall use their respective reasonable best efforts to cause the Representatives not to, directly or indirectly, (i) initiate, solicit, encourage or take any other action to knowingly facilitate (including by way of furnishing information) any inquiries regarding, any inquiry, expression of interest, proposal or the making of any proposal which constitutes, any Acquisition Proposal, (ii) enter into any agreement, arrangement or understanding related to any Acquisition Proposal or enter into any agreement, arrangement or understanding requiring it to abandon, terminate or fail to consummate the Merger or any other transaction contemplated by this Agreement, (iii) initiate or participate in any way in any negotiations or discussions regarding an Acquisition Proposal or any inquiry or proposal offer that constitutes, or could reasonably be expected to lead to, an Acquisition Proposal the acquisition by any Person (other than the Buyer Parties and their respective Affiliates and Representatives) of any of the Transferred Assets or Transferred Subsidiary Assets or any Equity Interests in Seller or the Archstone Entities, (c) agree to, accept, approve, endorse or recommend any transaction related to the acquisition by any Person (other than the Buyer Parties and their respective Affiliates and Representatives) of the Transferred Assets or Transferred Subsidiary Assets or any Equity Interests in Seller or the Archstone Entities, or (ivd) amend or grant enter into any waiver or release under any standstill letter of intent or any similar agreement with respect other contract contemplating or otherwise relating to the acquisition by any class Person (other than the Buyer Parties and their respective Affiliates and Representatives) of the Company’s equity securities; providedTransferred Assets or Transferred Subsidiary Assets or any Equity Interests in Seller or the Archstone Entities. As of the date of this Agreement, howeverexcept as expressly permitted hereunder (including in connection with a sale pursuant to Section 12.3) or as requested by the Buyer Parties, that, LBHI and Seller agree to (i) immediately cease and cause to be terminated any existing discussions or negotiations with respect any Person (other than the Buyer Parties and their respective Affiliates and Representatives) conducted prior to a bona fide, unsolicited written Acquisition Proposal made after the date hereof that does not result from a breach of this Section 6.3, at any time prior to obtaining the Company Stockholder Approval, the Company shall be entitled to (x) furnish information with respect to the Company acquisition by any Person (other than the Buyer Parties and its Subsidiaries to the Person making such Acquisition Proposal (their respective Affiliates and its Representatives) pursuant to a customary confidentiality agreement containing provisions not less restrictive of such Person than those the Transferred Assets or Transferred Subsidiary Assets or any Equity Interests in Seller or the Confidentiality Agreement (defined in Section 9.7), provided that all such information has previously been provided to Parent or is provided to Parent prior to or substantially concurrent with the time it is provided to such PersonArchstone Entities, and (yii) participate in terminate any negotiations or discussions or negotiations under any confidentiality, non-disclosure, document and information access and/or other agreements (other than any such agreement with the Person making such Acquisition Proposal (Buyer Parties and/or their respective Affiliates and its Representatives) regarding such Acquisition Proposal, in each case commencing one business day after delivery of a written notice with respect to Parent that it intends to furnish such information or enter into such discussions or negotiations (a “Determination Notice”), if (but only if) the Board of Directors sale of the Company has determined in good faith by the date on which the Determination Notice is given (A) after consultation with a financial advisor of nationally recognized reputation, that the Acquisition Proposal constitutes Transferred Assets or would reasonably be expected to lead to a Superior Proposal (defined below) and (B) after consultation with outside legal counsel, that the failure to provide such information or enter into such discussions or negotiations would present a reasonably substantial risk of a breach of the fiduciary duties of the Company’s Board of Directors to the Company’s stockholders under applicable Law. Without limiting the foregoing, it is agreed that any violation of any provision or term in the preceding sentence by any Representative of the Company Transferred Subsidiary Assets or any of its Subsidiaries shall be a breach of this Section 6.3(a) by Equity Interests in Seller or the Company. The Company agrees that it will take the necessary steps to promptly inform the Representatives of the Company and its Subsidiaries of the obligations undertaken in this Section 6.3 and in the Confidentiality AgreementArchstone Entities.

Acquisition Proposals. (a) The Company shall, and shall cause its Subsidiaries, and its and their officers, directors, employees, financial advisors, attorneys, accountants and other advisors, representatives and agents (collectively, “Representatives”) to, immediately cease and cause to be terminated immediately any activities, discussions or negotiations with any Persons that may be ongoing with respect to, or that could reasonably be expected to lead to, an Acquisition Proposal (defined below). The Company also agrees that it will promptly request each Person that has heretofore executed a confidentiality agreement in connection with its consideration of any Acquisition Proposal to return or destroy all confidential information heretofore furnished to such Person by or on behalf of it or any of its Subsidiaries, subject to the terms and conditions of such confidentiality agreements. As of the date hereof and prior to the Effective Time or earlier termination of this Agreement in accordance with Article VIII, the Company 4.6.1 Consumers shall not, nor shall it authorize or permit any officer, director or employee of, or any investment banker, attorney, or other advisor or representative of, Consumers or any of its Subsidiaries to, nor shall it or its Subsidiaries authorize any of their respective Representatives to, and the Company and each Subsidiary shall use their respective reasonable best efforts to cause the Representatives not subsidiaries to, directly or indirectly, (i) initiate, solicit, initiate or encourage the submission of any Acquisition Proposal (as defined below) or (ii) participate in any discussions or negotiations regarding, or furnish to any person any information with respect to, or take any other action to knowingly facilitate (including by way of furnishing information) any inquiries regarding, or the making of any proposal which constitutes, any Acquisition Proposal, (ii) enter into any agreement, arrangement or understanding related to any Acquisition Proposal or enter into any agreement, arrangement or understanding requiring it to abandon, terminate or fail to consummate the Merger or any other transaction contemplated by this Agreement, (iii) initiate or participate in any way in any negotiations or discussions regarding an Acquisition Proposal or any inquiry or proposal that constitutes, or could may reasonably be expected to lead to, an any Acquisition Proposal or (iv) amend or grant any waiver or release under any standstill or any similar agreement with respect to any class of the Company’s equity securitiesProposal; provided, however, thatthat if, at any time prior to receipt of the approval of the Merger by the holders of the Consumers Common Shares (the "Consumers Applicable Period"), the Board of Directors of Consumers determines in good faith, after consultation with respect outside counsel, that it is necessary to do so in order to comply with its fiduciary duties to Consumers' shareholders under applicable law, Consumers may, in response to a bona fide, unsolicited written Acquisition Superior Proposal made after the date hereof that does (as defined in Section 4.7.1) which was not solicited by it or which did not otherwise result from a breach of this Section 6.34.6, at any time and subject to providing prior written notice of its decision to obtaining take such action to PSC (the Company Stockholder Approval, the Company shall be entitled to "Consumers Notice") and compliance with Section 4.6.2 (xa) furnish information with respect to the Company Consumers and its Subsidiaries subsidiaries to the Person any person making such Acquisition a Superior Proposal (and its Representatives) pursuant to a customary confidentiality agreement containing provisions not less restrictive of such Person than those in the Confidentiality Agreement (defined in Section 9.7), provided that all such information has previously been provided to Parent or is provided to Parent prior to or substantially concurrent as determined by Consumers after consultation with the time it is provided to such Person, its outside counsel) and (yb) participate in discussions or negotiations with regarding such Superior Proposal. For purposes of this Agreement, "Acquisition Proposal" means any inquiry, proposal or offer from any person relating to any direct or indirect acquisition or purchase of a business (a "Material Business") that constitutes 15% or more of the Person making such Acquisition Proposal net revenues, net income or the assets (including equity securities) of Consumers and its Representatives) regarding such Acquisition Proposalsubsidiaries, in each case commencing one business day after delivery of taken as a written notice to Parent that it intends to furnish such information whole, or enter into such discussions 15% or negotiations (a “Determination Notice”), if (but only if) the Board of Directors of the Company has determined in good faith by the date on which the Determination Notice is given (A) after consultation with a financial advisor of nationally recognized reputation, that the Acquisition Proposal constitutes or would reasonably be expected to lead to a Superior Proposal (defined below) and (B) after consultation with outside legal counsel, that the failure to provide such information or enter into such discussions or negotiations would present a reasonably substantial risk of a breach of the fiduciary duties of the Company’s Board of Directors to the Company’s stockholders under applicable Law. Without limiting the foregoing, it is agreed that any violation more of any provision or term in the preceding sentence by any Representative class of the Company voting securities of Consumers or any of its Subsidiaries shall be subsidiaries owning, operating or controlling a breach Material Business, any tender offer or exchange offer that if consummated would result in any person beneficially owning 15% or more of any class of voting securities of Consumers or any such subsidiary, or any merger, consolidation, business combination, recapitalization, liquidation, dissolution or similar transaction involving Consumers or any such subsidiary, other than the transactions contemplated by this Section 6.3(a) by the Company. The Company agrees that it will take the necessary steps to promptly inform the Representatives of the Company and its Subsidiaries of the obligations undertaken in this Section 6.3 and in the Confidentiality Agreement.

Acquisition Proposals. (a) The Company shall, and shall cause its Subsidiaries, and its and their officers, directors, employees, financial advisors, attorneys, accountants and other advisors, representatives and agents (collectively, “Representatives”) to, immediately cease and cause to be terminated immediately any activities, discussions or negotiations with any Persons that may be ongoing with respect to, or that could reasonably be expected to lead to, an Acquisition Proposal (defined below). The Company also agrees that it will promptly request each Person that has heretofore executed a confidentiality agreement in connection with its consideration From the date of any Acquisition Proposal to return or destroy all confidential information heretofore furnished to such Person by or on behalf of it or any of its Subsidiaries, subject to this Agreement through the terms and conditions of such confidentiality agreements. As earlier of the Closing Date and the date hereof and prior to the Effective Time or earlier of termination of this Agreement in accordance with pursuant to Article VIII9, the Company as applicable, Seller and its Affiliates shall not, nor not and shall it permit any of its Subsidiaries to, nor shall it or its Subsidiaries authorize any of their respective Representatives to, and cause the Company and each Subsidiary shall use their respective reasonable best efforts to cause the its Representatives not to, directly or indirectlyindirectly (1) solicit, (i) initiate, solicitencourage, encourage facilitate or take accept any inquiries, proposals, offers or other action indications of interest by or from any Person other than Purchaser, Life Reinsurer and their respective Affiliates acting together (the “Acquisition Parties”) with respect to knowingly facilitate (including by way of furnishing information) any inquiries regarding, or the making of any proposal which constitutes, any an Acquisition Proposal, (ii2) participate in any discussions, conversations, negotiations or other communications with any Person other than the Acquisition Parties with respect to an Acquisition Proposal, (3) furnish or confirm any information to any Person other than the Acquisition Parties in connection with an Acquisition Proposal, (4) otherwise assist, facilitate or encourage the making of, or cooperate in any way regarding, any inquiry, proposal, offer or other indication of interest by or from any Person other than the Acquisition Parties with respect to an Acquisition Proposal, or (5) enter into any agreementterm sheet, letter of intent, agreement or other non-binding or binding understanding or arrangement with, or understanding related accept or agree to any Acquisition Proposal or enter into any agreement, arrangement or understanding requiring it to abandon, terminate or fail to consummate the Merger or any other transaction contemplated by this Agreement, (iii) initiate or participate in any way in any negotiations or discussions regarding an Acquisition Proposal or any inquiry offer or proposal that constitutesby or from, or could reasonably be expected to lead to, an any Person other than the Acquisition Proposal or (iv) amend or grant any waiver or release under any standstill or any similar agreement Parties with respect to any class an Acquisition Proposal. (b) From the date of this Agreement through the earlier of the Company’s equity securities; provided, however, that, with respect to a bona fide, unsolicited written Acquisition Proposal made after Closing Date and the date hereof that does not result from a breach of termination of this Section 6.3Agreement pursuant to Article 9, at any time prior to obtaining the Company Stockholder Approvalas applicable, the Company Seller and each of its Affiliates shall, and shall be entitled to (x) furnish information with respect to cause the Company and its Subsidiaries to the Person making such Acquisition Proposal (Representatives to, cease and its Representatives) pursuant to a customary confidentiality agreement containing provisions not less restrictive of such Person than those in the Confidentiality Agreement (defined in Section 9.7), provided that all such information has previously been provided to Parent or is provided to Parent prior to or substantially concurrent with the time it is provided to such Person, and (y) participate in terminate immediately any existing discussions or negotiations with the Person making such respect to or in furtherance of any Acquisition Proposal with any Person other than the Acquisition Parties. (and its Representativesc) regarding such For purposes of this Section 5.13, “Acquisition Proposal” means any of the following transactions (but excluding, in each case commencing one case, this Agreement and the other Transaction Agreements and the transactions contemplated hereby and thereby): (1) any acquisition, purchase or other transaction involving the direct or indirect sale or transfer of all or any part of the business day after delivery or assets (excluding sales of a written notice to Parent that it intends to furnish such information Portfolio Assets in the ordinary course of business) of the Company, or enter into such discussions any of the equity interests of the Company, (2) any merger, consolidation, business combination, reorganization, dissolution, recapitalization or negotiations similar transaction involving the Company, (a “Determination Notice”)3) any bulk reinsurance, if (but only if) reinsurance, coinsurance or similar transaction involving all or any part of the Board of Directors business of the Company has determined (other than the Closing Date Reinsurance Agreements) or as permitted in good faith by Section 5.2, (4) the date on which the Determination Notice is given (A) after consultation with a financial advisor of nationally recognized reputation, that the Acquisition Proposal constitutes or would reasonably be expected to lead to a Superior Proposal (defined below) and (B) after consultation with outside legal counsel, that the failure to provide such information or enter into such discussions or negotiations would present a reasonably substantial risk of a breach of the fiduciary duties of the Company’s Board of Directors to the Company’s stockholders under applicable Law. Without limiting the foregoing, it is agreed that any violation issuance of any provision security exercisable or term in the preceding sentence by any Representative convertible into, or exchangeable or redeemable for, capital stock of the Company or (5) the granting of any rights, warrants, options, calls or commitments to acquire capital stock of its Subsidiaries shall be a breach of this Section 6.3(a) by the Company. The Company agrees that it will take the necessary steps to promptly inform the Representatives of the Company and its Subsidiaries of the obligations undertaken in this Section 6.3 and in the Confidentiality Agreement.