Common use of Acquisition Proposals Clause in Contracts

Acquisition Proposals. The Company shall, and shall use its best efforts to cause its nonstockholder affiliates and the officers, directors and employees of the Company and its Subsidiaries to, and shall instruct its stockholder affiliates and the representatives and agents of the Company and its Subsidiaries (including, without limitation, any investment banker, attorney or accountant retained by the Company or any of its Subsidiaries) to, immediately cease and terminate any existing activities, discussions or negotiations, if any, with any parties (other than Parent and Merger Subsidiary, any affiliate or associate of Parent and Merger Subsidiary or any designees of Parent and Merger Subsidiary) conducted heretofore with respect to any acquisition or exchange of all or any material portion of the assets of, or more than 20% of the equity interest in, the Company or any of its Subsidiaries (by direct purchase from the Company, tender or exchange offer or otherwise) or any business combination, merger or similar transaction (including an exchange of stock or assets) with or involving the Company or any Subsidiary or division of the Company (an "Acquisition Transaction"), other than the Offer and the Merger. Except as set forth in this Section 5.02, the Company shall not, and shall use its best efforts to cause its nonstockholder affiliates and the officers, directors and employees of the Company and its Subsidiaries not to, and shall instruct its stockholder affiliates and the representatives and agents of the Company and its Subsidiaries (including, without limitation, any investment banker, attorney or accountant retained by the Company or any of its Subsidiaries) not to, directly or indirectly, knowingly encourage, solicit, participate in or initiate discussions or negotiations with, or provide any nonpublic information or data (other than the Company's standard public information package) to, any Person or group of Persons (other than Parent and Merger Subsidiary, any affiliate or associate of Parent and Merger Subsidiary or any designees of Parent and Merger Subsidiary) with respect to any inquiries or the making of any offer or proposal (including, without limitation, any offer or proposal to the stockholders of the Company) concerning an Acquisition Transaction (an "Acquisition Proposal") or otherwise knowingly facilitate any effort or attempt to make or implement an Acquisition Proposal; provided, however, that prior to the date of acceptance for payment of and payment for Shares by Merger Subsidiary pursuant to the Offer, or, to the extent the Minimum Tender Condition is waived pursuant to Section 1.01(e), the date on which the Option is exercised (the earliest of such dates is referred to as the "Closing Date"), the Company may furnish information and access, but only in response to a request for information or access, to any Person making a bona fide written fully-financed (which for the purposes of this Agreement shall mean the receipt of a commitment letter, from a reputable Person capable of financing the transaction, subject only to normal and customary exceptions) all-cash Acquisition Proposal to the board of directors of the Company after the date hereof which was not knowingly encouraged, solicited or initiated by the Company or any of its affiliates or any director, employee, representative or agent of the Company or any of its Subsidiaries (including, without limitation, any investment banker, attorney or accountant retained by the Company or any of its Subsidiaries) on or after the date hereof and may participate in discussions and negotiate with such Person concerning any such bona fide written fully-financed all-cash Acquisition Proposal and the board of directors of the Company may modify, amend or withdraw its recommendation relative to the Offer or the Merger or authorize the Company, subject to Section 7.02(b), to enter into a binding written agreement concerning a Superior Proposal (as defined below), if and only if, in any such case, (i) the board of directors of the Company determines in good faith, (A) taking into account the reasoned advice of outside counsel to the Company to the effect that failing to provide such information or access or to participate in such discussions or negotiations or so to authorize or modify, to amend or withdraw such recommendation, as the case may be, is more likely than not to constitute a breach of such board's fiduciary duties under applicable law, and (B) taking into account the advice of financial advisors to the Company to such effect, that such bona fide written all-cash fully-financed Acquisition Proposal, if accepted, is reasonably likely to be consummated, taking into account all financial aspects of the proposal and the Person making the proposal and would, if consummated, result in a transaction more favorable to the Company's stockholders from a financial point of view than the transaction contemplated by this Agreement (any such more favorable bona fide written fully-financed all- cash Acquisition Proposal as to which both of the determinations referred to in subclauses (A) and (B) above have been made being referred to in this Agreement as a "Superior Proposal"), and (ii) the board of directors of the Company receives from the Person making such bona fide written all-cash fully-financed Acquisition Proposal an executed confidentiality agreement the terms of which are (without regard to the terms of such Acquisition Proposal) (A) no less favorable to the Company, and (B) no less restrictive to the Person making such bona fide written all-cash fully-financed Acquisition Proposal than those contained in the Confidentiality Agreement, dated as of December 28, 1999 referring to Parent as the "Recipient" (the "Company Confidentiality Agreement"), between the Company and Parent. The Company will notify Parent within 48 hours if any such inquiries or proposals are received by, any such information is requested from, or any such negotiations or discussions are sought to be initiated or continued with the Company and shall in such notice indicate the identity of the offeror and the material terms and conditions of any such proposal and thereafter shall keep Parent reasonably informed, on a current basis, of the status and material terms of such proposals and the status of such negotiations or discussions, providing copies to Parent of any Acquisition Proposals made in writing. The Company shall provide Parent with four business days advance notice of, in each and every case, its intention to either enter into any agreement with or to provide any information to any Person making any such inquiry or proposal. Subject to the provisions of Section 5.02, the Company agrees not to release any third party from, or waive any provisions of, any confidentiality or standstill agreement to which the Company is a party and will use its best efforts to enforce any such agreements at the request of and on behalf of Parent. The Company will inform the individuals or entities referred to in the first sentence of this Section 5.02 of the obligations undertaken in this Section 5.02. The Company also will, at the request of Parent, promptly request each person or entity which has executed, within 12 months prior to the date of this Agreement, a confidentiality agreement in connection with its consideration of acquiring the Company to return or destroy all confidential information heretofore furnished to such person or entity by or on behalf of the Company.

Acquisition Proposals. The Company Without limitation on any of such party's other obligations under this Agreement (including under Article IV hereof), but except to the extent specifically permitted to such party pursuant to its Disclosure Schedules under subsections (e) and (f) of Sections 4.1 or 4.2, as the case may be, each of PNU and Monsanto 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 nonstockholder affiliates and the officers, directors and employees of the Company and its Subsidiaries toSubsidiaries' employees, agents and shall instruct its stockholder affiliates and the representatives and agents of the Company and its Subsidiaries (including, without limitation, including any investment banker, attorney or accountant retained by the Company or any of its Subsidiaries) to, immediately cease and terminate any existing activities, discussions or negotiations, if any, with any parties (other than Parent and Merger Subsidiary, any affiliate or associate of Parent and Merger Subsidiary or any designees of Parent and Merger Subsidiary) conducted heretofore with respect to any acquisition or exchange of all or any material portion of the assets of, or more than 20% of the equity interest in, the Company or any of its Subsidiaries (by direct purchase from the Company, tender or exchange offer or otherwise) or any business combination, merger or similar transaction (including an exchange of stock or assets) with or involving the Company or any Subsidiary or division of the Company (an "Acquisition Transaction"), other than the Offer and the Merger. Except as set forth in this Section 5.02, the Company shall not, and shall use its best efforts to cause its nonstockholder affiliates and the officers, directors and employees of the Company and its Subsidiaries not to, and shall instruct its stockholder affiliates and the representatives and agents of the Company and its Subsidiaries (including, without limitation, any investment banker, attorney or accountant retained by the Company it or any of its Subsidiaries) not to, directly or indirectly, knowingly encourageinitiate, solicit, participate in encourage or initiate discussions or negotiations with, or provide any nonpublic information or data knowingly facilitate (other than the Company's standard public information packageincluding by way of furnishing information) to, any Person or group of Persons (other than Parent and Merger Subsidiary, any affiliate or associate of Parent and Merger Subsidiary or any designees of Parent and Merger Subsidiary) with respect to any inquiries or the making of any proposal or offer with respect to a merger, reorganization, share exchange, consolidation, business combination, recapitalization, liquidation, dissolution or proposal (includingsimilar transaction involving it, without limitation, or any offer purchase or proposal to the stockholders sale of the Companyconsolidated assets (including without limitation stock of Subsidiaries) concerning of such party and its Subsidiaries, taken as a whole, having an Acquisition Transaction aggregate value equal to 10% or more of the market capitalization of such party, 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 party agrees that it will promptly inform the other party of its receipt of any inquiries, offers or proposals received by any of its directors or executive officers relating to an Acquisition Proposal. Each of PNU and Monsanto 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 otherwise indirectly, have any discussion with or provide any confidential information or data to any Person relating to an Acquisition Proposal, or engage in any negotiations concerning an Acquisition Proposal, or knowingly facilitate any effort or attempt to make or implement an Acquisition Proposal or accept an Acquisition Proposal; provided, however, that prior . Notwithstanding anything in this Agreement to the date contrary, each of acceptance for payment PNU and Monsanto or its respective Board of and payment for Shares by Merger Subsidiary pursuant Directors shall be permitted to the Offer, or, (A) to the extent applicable, comply with Rule 14d-9 and Rule 14e-2 promulgated under the Minimum Tender Condition is waived pursuant Exchange Act with regard to Section 1.01(e)an Acquisition Proposal, the date on which the Option is exercised (the earliest of such dates is referred to as the "Closing Date"), the Company may furnish information and access, but only B) in response to a request for information or access, to any Person making a an unsolicited bona fide written fully-financed (which for the purposes Acquisition Proposal by any Person, recommend approval of this Agreement shall mean the receipt of a commitment letter, from a reputable Person capable of financing the transaction, subject only to normal and customary exceptions) all-cash such an unsolicited bona fide written Acquisition Proposal to its stockholders or effect an Adverse Change in the board of directors of PNU Recommendation or an Adverse Change in the Company after the date hereof which was not knowingly encouraged, solicited or initiated by the Company or any of its affiliates or any director, employee, representative or agent of the Company or any of its Subsidiaries (including, without limitation, any investment banker, attorney or accountant retained by the Company or any of its Subsidiaries) on or after the date hereof and may participate in discussions and negotiate with such Person concerning any such bona fide written fully-financed all-cash Acquisition Proposal and the board of directors of the Company may modify, amend or withdraw its recommendation relative to the Offer or the Merger or authorize the Company, subject to Section 7.02(b), to enter into a binding written agreement concerning a Superior Proposal (as defined below), if and only if, in any such case, (i) the board of directors of the Company determines in good faith, (A) taking into account the reasoned advice of outside counsel to the Company to the effect that failing to provide such information or access or to participate in such discussions or negotiations or so to authorize or modify, to amend or withdraw such recommendationMonsanto Recommendation, as the case may be, or (C) engage in any discussions or negotiations with, or provide any information to, any Person in response to an unsolicited bona fide written Acquisition Proposal by any such Person, if and only to the extent that, in any such case as is more likely than not referred to constitute a breach of such board's fiduciary duties under applicable law, and in clause (B) taking into account or (C), (i) its Stockholders Meeting shall not have occurred, (ii) its Board of Directors (x) in the advice case of financial advisors to the Company to such effectclause (B) above, concludes in good faith that such bona fide Acquisition Proposal constitutes a Superior Proposal and provides written all-cash fully-financed notice of termination of this Agreement pursuant to Section 7.1(f) or (y) in the case of clause (C) above concludes in good faith that such Acquisition Proposal, if accepted, is Proposal could reasonably likely be expected to be consummated, taking into account all financial aspects of the proposal and the Person making the proposal and would, if consummated, result in a transaction more favorable Superior Proposal, (iii) prior to the Company's stockholders from a financial point of view than the transaction contemplated providing any information or data to any Person in connection with an Acquisition Proposal by this Agreement (any such more favorable bona fide written fully-financed all- cash Acquisition Proposal as to which both Person, its Board of the determinations referred to in subclauses (A) and (B) above have been made being referred to in this Agreement as a "Superior Proposal"), and (ii) the board of directors of the Company Directors receives from the such Person making such bona fide written all-cash fully-financed Acquisition Proposal an executed confidentiality agreement the containing confidentiality terms of which are (without regard to the terms of such Acquisition Proposal) (A) no less favorable to the Company, and (B) no less restrictive to the Person making such bona fide written all-cash fully-financed Acquisition Proposal than at least as stringent as those contained in the Confidentiality Agreement, dated as and (iv) prior to providing any information or data to any Person or entering into discussions or negotiations with any Person, such party notifies the other party promptly of December 28such inquiries, 1999 referring to Parent as the "Recipient" (the "Company Confidentiality Agreement"), between the Company and Parent. The Company will notify Parent within 48 hours if any such inquiries proposals or proposals are offers received by, any such information is requested from, or any such discussions or negotiations or discussions are sought to be initiated or continued with, it, its Subsidiaries, its or its Subsidiaries' officers or directors, or any of its agents or representatives indicating, in connection with such notice, the Company and shall in name of such notice indicate the identity of the offeror Person and the material terms and conditions of any such proposal inquiries, proposals or offers. Each of PNU and thereafter shall Monsanto agrees that it will promptly keep Parent reasonably informed, on a current basis, the other party informed of the status and material terms of any such proposals or offers and the status of such negotiations or discussions, providing copies to Parent and terms of any Acquisition Proposals made in writingsuch discussions or negotiations. The Company shall provide Parent Each of PNU and Monsanto agrees that it will, and will cause its and its Subsidiaries' officers, directors, agents and representatives to, immediately cease and cause to be terminated any activities, discussions or negotiations existing as of the date of this Agreement with four business days advance notice of, in each and every case, its intention to either enter into any agreement parties conducted heretofore with or to provide any information respect to any Person making any such inquiry Acquisition Proposal, and request the return or proposaldestruction of all non-public information furnished in connection therewith. Subject to the provisions Each of Section 5.02, the Company PNU and Monsanto agrees not to release any third party from, or waive any provisions of, any confidentiality or standstill agreement to which the Company is a party and that it will use its reasonable best efforts to enforce any such agreements at the request of promptly inform its directors, officers, key employees, agents and on behalf of Parent. The Company will inform the individuals or entities referred to in the first sentence of this Section 5.02 representatives of the obligations undertaken in this Section 5.025.5. The Company also will, at the request Nothing in this Section 5.5 shall (x) permit PNU or Monsanto to terminate this Agreement (except as specifically provided in Article VII hereof) or (y) affect any other obligation of Parent, promptly request each person PNU or entity which has executed, within 12 months prior to the date of Monsanto under this Agreement, a confidentiality agreement in connection with its consideration of acquiring the Company to return or destroy all confidential information heretofore furnished to such person or entity by or on behalf of the Company.

Acquisition Proposals. 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 best efforts to cause its nonstockholder affiliates and the officers, directors and employees of the Company and its Subsidiaries toSubsidiaries' employees, agents and shall instruct its stockholder affiliates and the representatives and agents of the Company and its Subsidiaries (including, without limitation, including any investment banker, attorney or accountant ("Representatives") retained by the Company or any of its Subsidiaries) to, immediately cease and terminate any existing activities, discussions or negotiations, if any, with any parties (other than Parent and Merger Subsidiary, any affiliate or associate of Parent and Merger Subsidiary or any designees of Parent and Merger Subsidiary) conducted heretofore with respect to any acquisition or exchange of all or any material portion of the assets of, or more than 20% of the equity interest in, the Company or any of its Subsidiaries (by direct purchase from the Company, tender or exchange offer or otherwise) or any business combination, merger or similar transaction (including an exchange of stock or assets) with or involving the Company or any Subsidiary or division of the Company (an "Acquisition Transaction"), other than the Offer and the Merger. Except as set forth in this Section 5.02, the Company shall not, and shall use its best efforts to cause its nonstockholder affiliates and the officers, directors and employees of the Company and its Subsidiaries not to, and shall instruct its stockholder affiliates and the representatives and agents of the Company and its Subsidiaries (including, without limitation, any investment banker, attorney or accountant retained by the Company it or any of its Subsidiaries) not to, directly or indirectly, initiate, solicit or knowingly encourage, solicit, participate in encourage or initiate discussions or negotiations with, or provide any nonpublic information or data (other than the Company's standard public information package) to, any Person or group of Persons (other than Parent and Merger Subsidiary, any affiliate or associate of Parent and Merger Subsidiary or any designees of Parent and Merger Subsidiary) with respect to facilitate any inquiries or the making of any proposal or offer with respect to (a) a merger, reorganization, share exchange, consolidation or proposal similar transaction involving the Company, (includingb) any purchase of an equity interest representing an amount equal to or greater than a 15% voting or economic interest in the Company or (c) any purchase of assets, without limitation, any offer securities or proposal ownership interests representing an amount equal to the stockholders or greater than 15% of the Company) concerning an Acquisition Transaction consolidated assets of the Company and its Subsidiaries 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 cause its and its Subsidiaries' 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 an Acquisition Proposal, or otherwise knowingly encourage or facilitate any effort or attempt to make or implement an Acquisition Proposal; provided, however, that prior nothing contained in this Agreement shall prevent the Company or its Board of Directors from (i) complying with its disclosure obligations under Sections 14d-9 and 14e-2 of the Exchange Act with regard to an Acquisition Proposal; provided, however, that if such disclosure has the date effect of acceptance for payment withdrawing, modifying or qualifying the Directors' Recommendation in a manner adverse to Cingular or the approval of and payment for Shares this Agreement by Merger Subsidiary pursuant the Board of Directors of the Company, Cingular shall have the right to the Offer, or, terminate this Agreement to the extent the Minimum Tender Condition is waived pursuant to set forth in Section 1.01(e)8.4(a) of this Agreement; and (ii) at any time prior to, but not after, the date on which the Option time this Agreement is exercised (the earliest of such dates is referred to as the "Closing Date"), adopted by the Company may furnish Requisite Vote, (A) providing information and access, but only in response to a request for information or access, to any therefor by a Person making a who has made an unsolicited bona fide written fully-financed (which for the purposes of this Agreement shall mean the receipt of a commitment letter, from a reputable Person capable of financing the transaction, subject only to normal and customary exceptions) all-cash Acquisition Proposal to if the board Board of directors of the Company after the date hereof which was not knowingly encouraged, solicited or initiated by the Company or any of its affiliates or any director, employee, representative or agent of the Company or any of its Subsidiaries (including, without limitation, any investment banker, attorney or accountant retained by the Company or any of its Subsidiaries) on or after the date hereof and may participate in discussions and negotiate with such Person concerning any such bona fide written fully-financed all-cash Acquisition Proposal and the board of directors of the Company may modify, amend or withdraw its recommendation relative to the Offer or the Merger or authorize the Company, subject to Section 7.02(b), to enter into a binding written agreement concerning a Superior Proposal (as defined below), if and only if, in any such case, (i) the board of directors of the Company determines in good faith, (A) taking into account the reasoned advice of outside counsel to the Company to the effect that failing to provide such information or access or to participate in such discussions or negotiations or so to authorize or modify, to amend or withdraw such recommendation, as the case may be, is more likely than not to constitute a breach of such board's fiduciary duties under applicable law, and (B) taking into account the advice of financial advisors to the Company to such effect, that such bona fide written all-cash fully-financed Acquisition Proposal, if accepted, is reasonably likely to be consummated, taking into account all financial aspects of the proposal and the Person making the proposal and would, if consummated, result in a transaction more favorable to the Company's stockholders from a financial point of view than the transaction contemplated by this Agreement (any such more favorable bona fide written fully-financed all- cash Acquisition Proposal as to which both of the determinations referred to in subclauses (A) and (B) above have been made being referred to in this Agreement as a "Superior Proposal"), and (ii) the board of directors Directors of the Company receives from the Person making so requesting such bona fide written all-cash fully-financed Acquisition Proposal information an executed confidentiality agreement (other than standstill provisions) on customary terms; (B) engaging in any negotiations or discussions with any Person who has made an unsolicited bona fide written Acquisition Proposal if the terms Board of which are Directors of the Company receives from such Person an executed confidentiality agreement (without regard other than standstill provisions) on customary terms; or (C) recommending such an unsolicited bona fide written Acquisition Proposal to the terms stockholders of such Acquisition Proposal) (A) no less favorable to the Company, if and only to the extent that, (x) in each such case referred to in clause (A), (B) no less restrictive to or (C) above, the Person making such bona fide written all-cash fully-financed Acquisition Proposal than those contained in the Confidentiality Agreement, dated as Board of December 28, 1999 referring to Parent as the "Recipient" (the "Company Confidentiality Agreement"), between Directors of the Company and Parent. The Company will notify Parent within 48 hours if any determines in good faith after consultation with outside legal counsel that such inquiries or proposals are received byaction is necessary in order for its directors to comply with their respective fiduciary duties under applicable Law, any such information is requested from, or any such negotiations or discussions are sought to be initiated or continued with the Company and shall in such notice indicate the identity of the offeror and the material terms and conditions of any such proposal and thereafter shall keep Parent reasonably informed, on a current basis, of the status and material terms of such proposals and the status of such negotiations or discussions, providing copies to Parent of any Acquisition Proposals made in writing. The Company shall provide Parent with four business days advance notice of, (y) in each and every case, its intention to either enter into any agreement with or to provide any information to any Person making any such inquiry or proposal. Subject to the provisions of Section 5.02, the Company agrees not to release any third party from, or waive any provisions of, any confidentiality or standstill agreement to which the Company is a party and will use its best efforts to enforce any such agreements at the request of and on behalf of Parent. The Company will inform the individuals or entities case referred to in clause (B) or (C) above, the first sentence Board of this Section 5.02 Directors of the obligations undertaken Company determines in this Section 5.02. The Company also will, at the request of Parent, promptly request each person or entity which has executed, within 12 months prior to the date of this Agreement, a confidentiality agreement in connection good faith (after consultation with its consideration of acquiring the Company to return or destroy all confidential information heretofore furnished to such person or entity by or on behalf of the Company.financial advisor and

Acquisition Proposals. The Company agrees that neither it nor --------------------- any of its Subsidiaries nor any officer, director or employee of the Company or its Subsidiaries shall, and that it shall direct and use its best efforts to cause its nonstockholder affiliates and the officers, directors and employees of the Company and its Subsidiaries to, Subsidiaries' agents and shall instruct its stockholder affiliates and the representatives and agents of the Company and its Subsidiaries (including, without limitation, including any investment banker, attorney or accountant retained by the Company or any of its Subsidiaries) to, immediately cease and terminate any existing activities, discussions or negotiations, if any, with any parties (other than Parent and Merger Subsidiary, any affiliate or associate of Parent and Merger Subsidiary or any designees of Parent and Merger Subsidiary) conducted heretofore with respect to any acquisition or exchange of all or any material portion of the assets of, or more than 20% of the equity interest in, the Company or any of its Subsidiaries (by direct purchase from the Company, tender or exchange offer or otherwise) or any business combination, merger or similar transaction (including an exchange of stock or assets) with or involving the Company or any Subsidiary or division of the Company (an "Acquisition Transaction"), other than the Offer and the Merger. Except as set forth in this Section 5.02, the Company shall not, and shall use its best efforts to cause its nonstockholder affiliates and the officers, directors and employees of the Company and its Subsidiaries not to, and shall instruct its stockholder affiliates and the representatives and agents of the Company and its Subsidiaries (including, without limitation, any investment banker, attorney or accountant retained by the Company it or any of its Subsidiaries) not to, directly or indirectlyindirectly through another person, knowingly encourageinitiate, solicit, participate in encourage or initiate discussions or negotiations with, or provide any nonpublic information or data (other than the Company's standard public information package) to, any Person or group of Persons (other than Parent and Merger Subsidiary, any affiliate or associate of Parent and Merger Subsidiary or any designees of Parent and Merger Subsidiary) with respect to otherwise facilitate any inquiries or the making of any proposal or offer with respect to a merger, reorganization, share exchange, consolidation or proposal (includingsimilar transaction involving, without limitation, or any offer purchase of all or proposal to the stockholders any significant portion of the Company) concerning an Acquisition Transaction assets or any equity securities of, the Company or any of its Subsidiaries (any such proposal or offer being hereinafter referred to as an "Acquisition Proposal"). The Company further agrees that neither it nor -------------------- any of its Subsidiaries nor any of their respective officers, directors or employees shall, and that it shall direct and use its best efforts to cause its and its Subsidiaries' agents and representatives (including any investment banker, attorney or accountant retained by it or any of its Subsidiaries) not to, directly or indirectly through another person, engage or participate 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 knowingly facilitate any effort or attempt to make or implement an Acquisition Proposal; provided, however, that nothing contained in this Agreement shall -------- ------- prevent either the Company or its Board of Directors at any time prior to the date purchase of acceptance for payment of and payment for Shares by Merger Subsidiary pursuant to the Offer, or, Offer from (A) complying with Rule 14e-2 promulgated under the Exchange Act with regard to the extent the Minimum Tender Condition is waived pursuant to Section 1.01(e), the date on which the Option is exercised an Acquisition Proposal; (the earliest of such dates is referred to as the "Closing Date"), the Company may furnish B) providing information and access, but only in response to a request for information or access, to any therefor by a Person making a who has made an unsolicited bona fide written fully-financed Acquisition Proposal if the Board of Directors receives from the Person so requesting such information an executed confidentiality agreement on terms substantially similar to those contained in the Confidentiality Agreement (which for the purposes of this Agreement shall mean the receipt of a commitment letter, from a reputable as defined in Section 9.7); (C) engaging in any negotiations or discussions with any Person capable of financing the transaction, subject only to normal and customary exceptionswho has made an unsolicited bona fide written Acquisition Proposal; or (D) all-cash recommending such an Acquisition Proposal to the board of directors shareholders of the Company after the date hereof which was not knowingly encouraged, solicited or initiated by the Company or any of its affiliates or any director, employee, representative or agent of the Company or any of its Subsidiaries (including, without limitation, any investment banker, attorney or accountant retained by the Company or any of its Subsidiaries) on or after the date hereof and may participate in discussions and negotiate with such Person concerning any such bona fide written fully-financed all-cash Acquisition Proposal and the board of directors of the Company may modify, amend or withdraw its recommendation relative to the Offer or the Merger or authorize the Company, subject to Section 7.02(b), to enter into a binding written agreement concerning a Superior Proposal (as defined below), if and only if, in any such case, (i) the board of directors of the Company determines in good faith, (A) taking into account the reasoned advice of outside counsel to the Company to the effect that failing to provide such information or access or to participate in such discussions or negotiations or so to authorize or modify, to amend or withdraw such recommendation, as the case may be, if and only to the extent that, in each such case referred to in clause (B), (C) or (D) above, the Board of Directors of the Company (x) determines in good faith, taking into consideration the advice of outside legal counsel, that such action is more likely than not to constitute a breach of such board's be required in order for its members to comply with their fiduciary duties under applicable law, law and (By) taking into account the advice of determines in good faith, after consultation with its financial advisors to the Company to such effectadvisor, that such bona fide written all-cash fully-financed Acquisition Proposal, if accepted, Proposal is reasonably likely to be consummated, taking into account all legal, financial and regulatory aspects of the proposal and the Person person making the proposal and would, if consummated, result in a transaction more favorable to the Company's stockholders shareholders from a financial point of view than the transaction contemplated by this Agreement (any such more favorable bona fide written fully-financed all- cash Acquisition Proposal as to which both of the determinations referred to in subclauses (A) and (B) above have been made being referred to in this Agreement herein as a "Superior Proposal"). The Company agrees that it will immediately cease and cause to be terminated any existing activities, and (ii) the board of directors discussions or negotiations with any parties conducted heretofore with respect to any of the foregoing. The Company receives from agrees that it will take the Person making such bona fide written all-cash fully-financed Acquisition Proposal an executed confidentiality agreement necessary steps to promptly inform the terms individuals or entities referred to in the first sentence hereof of which are (without regard to the terms of such Acquisition Proposal) (A) no less favorable to the Company, obligations undertaken in this Section 6.2 and (B) no less restrictive to the Person making such bona fide written all-cash fully-financed Acquisition Proposal than those contained in the Confidentiality Agreement, dated as of December 28, 1999 referring to Parent as the "Recipient" (the "Company Confidentiality Agreement"), between the Company and Parent. The Company will notify Parent within 48 hours as promptly as reasonably practicable (and in any event not later than one business day after an inquiry or proposal is made) if any such inquiries or proposals (including the identity of the party making such inquiry or proposal and the terms thereof) are received by, any such information is requested from, or any such negotiations or discussions are sought to be initiated or continued with the Company and shall in such notice indicate the identity of the offeror and the material terms and conditions of any such proposal and thereafter shall keep Parent reasonably informed, on a current basis, of the status and material terms of such proposals and the status of such negotiations or discussions, providing copies to Parent of any Acquisition Proposals made in writing. The Company shall provide Parent with four business days advance notice of, in each and every case, its intention to either enter into any agreement with or to provide any information to any Person making any such inquiry or proposal. Subject to the provisions of Section 5.02with, the Company agrees not to release any third party from, or waive any provisions of, any confidentiality or standstill agreement to which the Company is a party and will use its best efforts to enforce any such agreements at the request of and on behalf of Parent. The Company will inform the individuals or entities referred to in the first sentence of this Section 5.02 of the obligations undertaken in this Section 5.02. The Company also will, at the request of Parent, promptly request each person or entity which has executed, within 12 months prior to the date of this Agreement, a confidentiality agreement in connection with its consideration of acquiring the Company to return or destroy all confidential information heretofore furnished to such person or entity by or on behalf of the Companyrepresentatives.

Acquisition Proposals. 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 best efforts to direct and cause its nonstockholder affiliates and the officers, directors and employees of the Company and its Subsidiaries toSubsidiaries' employees, agents and shall instruct its stockholder affiliates and the representatives and agents of the Company and its Subsidiaries (including, without limitation, including any investment banker, attorney or accountant retained by the Company or any of its Subsidiaries) to, immediately cease and terminate any existing activities, discussions or negotiations, if any, with any parties (other than Parent and Merger Subsidiary, any affiliate or associate of Parent and Merger Subsidiary or any designees of Parent and Merger Subsidiary) conducted heretofore with respect to any acquisition or exchange of all or any material portion of the assets of, or more than 20% of the equity interest in, the Company or any of its Subsidiaries (by direct purchase from the Company, tender or exchange offer or otherwise) or any business combination, merger or similar transaction (including an exchange of stock or assets) with or involving the Company or any Subsidiary or division of the Company (an "Acquisition Transaction"), other than the Offer and the Merger. Except as set forth in this Section 5.02, the Company shall not, and shall use its best efforts to cause its nonstockholder affiliates and the officers, directors and employees of the Company and its Subsidiaries not to, and shall instruct its stockholder affiliates and the representatives and agents of the Company and its Subsidiaries (including, without limitation, any investment banker, attorney or accountant retained by the Company it or any of its Subsidiaries) not to, directly or indirectly, knowingly encourageinitiate, solicit, participate in encourage or initiate discussions or negotiations with, or provide any nonpublic information or data (other than the Company's standard public information package) to, any Person or group of Persons (other than Parent and Merger Subsidiary, any affiliate or associate of Parent and Merger Subsidiary or any designees of Parent and Merger Subsidiary) with respect to 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 any assets or any equity securities of, it or any of its Subsidiaries (any such proposal (including, without limitation, any or offer or proposal being hereinafter referred to the stockholders of the Company) concerning an Acquisition Transaction (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 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, 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 knowingly facilitate any effort or attempt to make or implement an Acquisition Proposal; provided, however, that prior to the date of acceptance for payment of and payment for Shares by Merger Subsidiary pursuant to the Offer, or, to the extent the Minimum Tender Condition is waived pursuant to Section 1.01(e), the date on which the Option is exercised (the earliest of such dates is referred to as the "Closing Date"), nothing contained in this Agreement shall prevent the Company may furnish or its Board of Directors from (A) complying with Rule 14e-2 promulgated under the Exchange Act with regard to an Acquisition Proposal; (B) providing information and access, but only in response to a request for information or access, to any therefor by a Person making a who has made an unsolicited bona fide written fully-financed proposal relating to (which for 1) the purposes of this Agreement shall mean the receipt acquisition, purchase or lease of a commitment letterbusiness or assets that constitute 80% or more of the consolidated net revenues, consolidated net income or consolidated assets of the Company and its Subsidiaries taken as a whole, (2) the acquisition or purchase of 80% or more of the common stock of the Company, or (3) a tender offer or exchange offer that if consummated would result in any Person beneficially owning 80% or more of any class of common stock or voting securities of the Company (any such unsolicited bona fide written proposal described in the foregoing clauses (1) - (3), a "Competing Proposal"), but only if the Board of Directors receives from the Person so requesting such information an executed confidentiality agreement on terms substantially similar to those contained in the Confidentiality Agreement (as defined in Section 9.1) between the Company and Parent; (C) engaging in any negotiations or discussions with any Person who has made a reputable Person capable of financing the transaction, subject only to normal and customary exceptionsCompeting Proposal; or (D) all-cash Acquisition recommending such a Competing Proposal to the board of directors stockholders of the Company after the date hereof which was not knowingly encouraged, solicited or initiated by the Company or any of its affiliates or any director, employee, representative or agent of the Company or any of its Subsidiaries (including, without limitation, any investment banker, attorney or accountant retained by the Company or any of its Subsidiaries) on or after the date hereof and may participate in discussions and negotiate with such Person concerning any such bona fide written fully-financed all-cash Acquisition Proposal and the board of directors of the Company may modify, amend or withdraw its recommendation relative to the Offer or the Merger or authorize the Company, subject to Section 7.02(b), to enter into a binding written agreement concerning a Superior Proposal (as defined below), if and only if, in any such caseto the extent that, (i) in each such case referred to in clause (B), (C) or (D) above, the board Board of directors Directors of the Company determines in good faith, (A) taking into account the reasoned advice of faith after consultation with outside legal counsel that such action is necessary in order for its directors to the Company to the effect that failing to provide such information or access or to participate in such discussions or negotiations or so to authorize or modify, to amend or withdraw such recommendation, as the case may be, is more likely than not to constitute a breach of such board's comply with their respective fiduciary duties under applicable law, law and (Bii) taking into account in each case referred to in clause (C) or (D) above, the advice Board of financial advisors to Directors of the Company to such effect, determines in good faith (after consultation with its financial advisor) that such bona fide written all-cash fully-financed Acquisition Competing 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 the Company's stockholders from a financial point of view than the transaction contemplated by this Agreement (any such more favorable bona fide written fully-financed all- cash Acquisition Competing Proposal as to which both of the determinations referred to in subclauses (A) and (B) above have been made being referred to in this Agreement as a "Superior Proposal"). The Company agrees that it will immediately cease and cause to be terminated any existing activities, and (ii) discussions or negotiations with any parties conducted heretofore with respect to any Acquisition Proposal. The Company agrees that it will take the board of directors necessary steps to promptly inform the individuals or entities referred to in the first sentence hereof of the Company receives from the Person making such bona fide written all-cash fully-financed Acquisition Proposal an executed confidentiality agreement the terms of which are (without regard to the terms of such Acquisition Proposal) (A) no less favorable to the Company, obligations undertaken in this Section 6.2 and (B) no less restrictive to the Person making such bona fide written all-cash fully-financed Acquisition Proposal than those contained in the Confidentiality Agreement, dated as of December 28, 1999 referring to Parent as the "Recipient" (the "Company Confidentiality Agreement"), between the Company and ParentAgreement . The Company agrees that it will notify Parent within 48 hours immediately if any such inquiries inquiries, proposals or proposals offers are received by, any such information is requested from, or any such discussions or negotiations or discussions are sought to be initiated or continued with, any of its representatives indicating, in connection with such notice, the Company and shall in name of such notice indicate the identity of the offeror Person and the material terms and conditions of any such proposal proposals or offers and thereafter shall keep Parent reasonably informed, on a current basis, of on the status and material terms of any such proposals or offers and the status of such negotiations or discussions, providing copies to Parent of any Acquisition Proposals made in writing. The Company shall provide Parent with four business days advance notice of, in each and every case, its intention to either enter into any agreement with or to provide any information to any Person making any such inquiry discussions or proposal. Subject to the provisions of Section 5.02, the Company agrees not to release any third party from, or waive any provisions of, any confidentiality or standstill agreement to which the Company is a party and will use its best efforts to enforce any such agreements at the request of and on behalf of Parent. The Company will inform the individuals or entities referred to in the first sentence of this Section 5.02 of the obligations undertaken in this Section 5.02negotiations. The Company also will, at the request of Parent, agrees that it will promptly request each person or entity which Person that has executed, within 12 months prior to the date of this Agreement, heretofore executed a confidentiality agreement in connection with its consideration of acquiring the Company it or any of its Subsidiaries to return or destroy all confidential information heretofore furnished to such person or entity Person by or on behalf of the Companyit or any of its Subsidiaries.

Acquisition Proposals. (a) The Company agrees that neither it nor any Subsidiary of the Company nor any of their respective officers or directors shall, and that it shall use its best efforts to direct and cause its nonstockholder affiliates and the officerssuch Subsidiaries' employees, directors agents and employees of the Company and its Subsidiaries to, and shall instruct its stockholder affiliates and the representatives and agents of the Company and its Subsidiaries (including, without limitation, including any investment banker, attorney or accountant retained by the Company them or any of its Subsidiaries) to, immediately cease and terminate any existing activities, discussions or negotiations, if any, with any parties (other than Parent and Merger Subsidiary, any affiliate or associate of Parent and Merger Subsidiary or any designees of Parent and Merger Subsidiary) conducted heretofore with respect to any acquisition or exchange of all or any material portion of the assets of, or more than 20% of the equity interest in, the Company or any of its Subsidiaries (by direct purchase from the Company, tender or exchange offer or otherwise) or any business combination, merger or similar transaction (including an exchange of stock or assets) with or involving the Company or any Subsidiary or division of the Company (an "Acquisition Transaction"), other than the Offer and the Merger. Except as set forth in this Section 5.02, the Company shall not, and shall use its best efforts to cause its nonstockholder affiliates and the officers, directors and employees of the Company and its Subsidiaries not to, and shall instruct its stockholder affiliates and the representatives and agents of the Company and its Subsidiaries (including, without limitation, any investment banker, attorney or accountant retained by the Company or any of its 's Subsidiaries) not to, directly or indirectly, knowingly encourage(i) initiate, solicit, participate in encourage or initiate discussions or negotiations with, or provide otherwise facilitate any nonpublic information or data (other than the Company's standard public information package) to, any Person or group of Persons (other than Parent and Merger Subsidiary, any affiliate or associate of Parent and Merger Subsidiary or any designees of Parent and Merger Subsidiary) with respect to any inquiries inquiry or the making of any proposal or offer with respect to a merger, reorganization, share exchange, consolidation, purchase or proposal similar transaction involving (includingA) more than 15% of the consolidated assets of the Company primarily related to the Business (a "Business Acquisition Proposal"); (B) more than 15% of the consolidated assets of the Company primarily related to the operations of the Company other than the Business (such operations, without limitationthe "Healthcare Business" and such a proposal, a "Healthcare Acquisition Proposal"); or (C) more than 15% of the outstanding equity securities of the Company or more than 15% of the consolidated assets primarily related to the Business and the consolidated assets primarily related to the Healthcare Business (a "Company Acquisition Proposal", any offer Business Acquisition Proposal, Healthcare Acquisition Proposal or proposal Company Acquisition Proposal being referred to the stockholders of the Company) concerning an Acquisition Transaction (as an "Acquisition Proposal"); (ii) engage in any negotiations concerning, or provide any confidential information or data to, or have any substantive discussions with, any Person relating to an Acquisition Proposal, or otherwise knowingly facilitate any effort or attempt to make or implement an Acquisition Proposal (including by entering into any letter of intent or similar document or any contract, agreement or commitment with any Person making such an Acquisition Proposal) or (iii) approve, endorse or recommend any Acquisition Proposal; provided, however, that prior to the date effectiveness of acceptance for payment of and payment for Shares by Merger Subsidiary pursuant to the Offer, or, to the extent the Minimum Tender Condition is waived pursuant to Section 1.01(e), the date on which the Option is exercised (the earliest of such dates is referred to as the "Closing Date"), the Company may furnish Requisite Vote, nothing contained in this Agreement shall prevent the Company, its directors, officers, agents or other representatives from (A) complying with its disclosure obligations under applicable Law; (B) providing information and access, but only in response to a request for information or access, to any therefor by a Person making a who has made an unsolicited bona fide written fully-financed Acquisition Proposal if the Board of Directors receives from the Person so requesting such information an executed confidentiality agreement on terms substantially similar to those contained in the Confidentiality Agreements, it being understood that such confidentiality agreement will not prohibit the making of an Acquisition Proposal; (which for C) engaging in any negotiations or discussions with any Person who has made an unsolicited bona fide written Acquisition Proposal or entering into an agreement with such Person solely with respect to the purposes payment by such Person of this Agreement shall mean amounts payable to Buyer pursuant to Section 11.5(b) or to Parent pursuant to Section 8.5(b) of the receipt of a commitment letterMerger Agreement; (D) approving, from a reputable Person capable of financing the transaction, subject only to normal and customary exceptions) all-cash recommending or endorsing such an Acquisition Proposal to the board of directors stockholders of the Company after (which, in the date hereof which was not knowingly encouragedcase of a Business Acquisition Proposal or Company Acquisition Proposal, solicited shall be deemed to be a withdrawal or initiated modification of the recommendation of this Agreement by the Company or any Board of its affiliates or any director, employee, representative or agent Directors of the Company Company), or any (E) following the termination of its Subsidiaries (includingthe Merger Agreement pursuant to Section 8.3(a) thereof, without limitation, any investment banker, attorney or accountant retained by the Company or any of its Subsidiaries) on or after the date hereof and may participate in discussions and negotiate entering into an agreement with such a Person concerning any such who has made an unsolicited bona fide written fully-financed all-cash Healthcare Acquisition Proposal and the board of directors of the Company may modify, amend or withdraw its recommendation relative with respect to the Offer or the Merger or authorize the Company, subject to Section 7.02(b), to enter into a binding written agreement concerning a Superior Proposal (as defined below)such Healthcare Acquisition Proposal, if and only if, in any such caseto the extent that, (i) in each such case referred to in clause (B), (C), (D) or (E) above, the board Board of directors Directors of the Company determines in good faithfaith (after consultation with outside legal counsel) that failure to take such action would, (A) taking into account the reasoned advice of outside counsel to the Company to the effect that failing to provide such information or access or to participate in such discussions or negotiations or so to authorize or modify, to amend or withdraw such recommendation, as the case may be, is more likely than not to constitute a breach light of such board's Acquisition Proposal and the terms of this Agreement, be inconsistent with the fiduciary duties of the directors under applicable law, Law and (ii) (x) in the cases referred to in clause (B) or (C) above, the Board of Directors of the Company determines in good faith (after consultation with a financial advisor) that taking into account the advice actions permitted pursuant to such clauses with respect to an Acquisition Proposal could reasonably be expected to result in a Superior Proposal, assuming such Acquisition Proposal were consummated and (y) in the case referred to in clauses (D) or (E) above, the Board of Directors of the Company determines in good faith (after consultation with its financial advisors advisor) that such Acquisition Proposal is a Superior Proposal. A Business Acquisition Proposal is a "Superior Proposal" if (i) the transaction (or series of transactions) pursuant to such Acquisition Proposal involves the direct or indirect (by stock acquisition or otherwise) acquisition by a third party of all or substantially all of the consolidated assets of the Company primarily related to the Company Business and (ii) the consummation of such transaction (or series of transactions) pursuant to such effect, that such bona fide written all-cash fully-financed Acquisition Proposal, if accepted, is reasonably likely to be consummated, taking into account all financial aspects together with the consummation of the proposal and Mergers pursuant to the Person making the proposal and wouldMerger Agreement, if consummated, result in a transaction will be more favorable to the Company's stockholders from a financial point of view than the Purchase, taken together with the Mergers and, for purposes of the determination to be made in clause (D) or (E) above, in the good faith judgment of the Board of Directors of the Company, such transaction contemplated is reasonably likely to be financed by this Agreement (any such more favorable bona fide written fully-financed all- cash third party. A Healthcare Acquisition Proposal as to which both of the determinations referred to in subclauses (A) and (B) above have been made being referred to in this Agreement as is a "Superior Proposal")" if (i) the transaction (or series of transactions) pursuant to such Acquisition Proposal involves the direct or indirect (by merger, stock acquisition or otherwise) acquisition by a third party of the Healthcare Business and (ii) the board consummation of directors such transaction (or series of the Company receives from the Person making such bona fide written all-cash fully-financed Acquisition Proposal an executed confidentiality agreement the terms of which are (without regard transactions) pursuant to the terms of such Acquisition Proposal) (A) no less , together with the consummation of the Purchase, will be more favorable to the Company's stockholders from a financial point of view than the Mergers, taken together with the Purchase and such other transactions and, for purposes of the determination to be made in clause (D) or (E) above, in the good faith judgment of the Board of Directors of the Company, such transaction is reasonably likely to be financed by such third party. A Company Acquisition Proposal is a "Superior Proposal" if (i) the transaction (or series of transactions) pursuant to such Acquisition Proposal involves a third party unaffiliated with CPI acquiring, directly or indirectly, not less than a majority of the outstanding Company Shares (by merger, stock acquisition or otherwise) or acquiring directly or indirectly, all or substantially all of the consolidated assets of the Company, (ii) such transaction (or series of transactions) is reasonably likely to be consummated and (Biii) no less restrictive the consummation of such transaction (or series of transactions) pursuant to such Acquisition Proposal will be more favorable to the Person making such bona fide written all-cash fully-financed Acquisition Proposal Company's stockholders from a financial point of view than those contained in the Confidentiality Agreement, dated as combined effect of December 28, 1999 referring to Parent as the "Recipient" (Purchase and the "Company Confidentiality Agreement"), between the Company and ParentMergers. The Company agrees that it will immediately cease and cause to be terminated any existing activities, discussions or negotiations with any Person conducted heretofore with respect to any Acquisition Proposals. The Company agrees that it will notify Parent within 48 hours Buyer immediately if any such inquiries inquiries, proposals or proposals offers are received by, any such information is requested from, or any such discussions or negotiations or discussions are sought to be initiated or continued with, any of its representatives. (b) Buyer and its Affiliates shall not directly or indirectly (through Affiliates or otherwise), individually or as a group, enter into any agreement or other arrangement with any party to the Merger Agreement that would obligate any party to the Merger Agreement to refuse or otherwise fail to cooperate with the Company and its representatives or obligate any party to the Merger Agreement to oppose or otherwise act to thwart the Company's efforts to (i) negotiate with respect to a Business Acquisition Proposal or (ii) enter into a Business Acquisition Proposal that is a Superior Proposal. (c) In the event the Company terminates the Merger Agreement pursuant to Section 8.3(a) thereof in order to enter into an agreement with respect to a Healthcare Acquisition Proposal that constitutes a Superior Proposal, Buyer shall in such notice indicate be required to accept (i) the identity acquirors of the offeror Healthcare Business pursuant to such agreements as replacements for Parent, CPI Merger Sub and Company Merger Sub (the "Substitute Merger Parties") for purposes hereof and (ii) such agreement as a replacement for the Merger Agreement (such agreement and any related agreements, collectively, the "Substitute Merger Agreement") for purposes hereof if such Substitute Merger Parties and Substitute Merger Agreement would not, in the good faith judgment of Buyer (as compared with the Merger Agreement and the material agreements entered into in connection therewith), materially and adversely affect the Buyer's rights or obligations hereunder and under the agreements executed and delivered in connection herewith (including the Ancillary Agreements, the Voting Agreement, the Shareholder Indemnification Agreement and the Fund Agreement), taking into account all relevant factors, including the terms and conditions of any such proposal the Substitute Merger Agreement and thereafter shall keep Parent reasonably informed, on a current basis, the financial position of the status and material terms Substitute Merger Parties. If the Company notifies Buyer that it intends, subject to not receiving a Section 8.11(c) Notice (as hereinafter defined), to terminate the Merger Agreement pursuant to Section 8.3(a) thereof in order to enter into a Substitute Merger Agreement pursuant to such Section 8.3(a) and, prior to or at the time of delivery of such proposals notice, provides Buyer with a draft of such Substitute Merger Agreement and such documents and information relating to the Substitute Merger Parties and the status transactions contemplated by the proposed Substitute Merger Agreement that are in the Company's possession or as may be reasonably obtained by the Company as Buyer may reasonably request, Buyer will notify the Company (the "Section 8.11(c) Notice") within three Business Days of such negotiations or discussions, providing copies notice (not counting the day of receipt) following the date of receipt of such notice as to Parent of any Acquisition Proposals made in writing. The Company shall provide Parent with four business days advance notice ofwhether, in each and every casethe exercise of its good faith judgment, its intention to either enter into such Substitute Merger Agreement with the Substitute Merger Parties would have any agreement with or to provide any information to any Person making any such inquiry or proposal. Subject to the provisions of Section 5.02, the Company agrees not to release any third party from, or waive any provisions of, any confidentiality or standstill agreement to which the Company is a party and will use its best efforts to enforce any such agreements at the request of and on behalf of Parent. The Company will inform the individuals or entities referred to in the first sentence of this Section 5.02 of the obligations undertaken in this material adverse effects described above. If Buyer does not provide a Section 5.028.11(c) Notice within such three-day period, Buyer shall be deemed to accept the Substitute Merger Parties and the Substitute Merger Agreement. The Company also will, at the request of Parent, promptly request each person or entity which has executed, within 12 months prior to the date For purposes of this Agreement, a confidentiality agreement in connection with its consideration upon execution and delivery by the Company and CPI of acquiring the substitute Merger Agreement, all references herein to the "Mergers" and the "Merger Agreement" shall become references to such Substitute Merger Agreement. It is further agreed that the giving by the Company to return or destroy all confidential information heretofore furnished to such person or entity by or on behalf Parent of the Companynotice that it intends to terminate this Agreement pursuant to Section 11.3(a) in order to enter into a Substitute Asset Purchase Agreement and the drafts, documents and information contemplated by Section 6.2(b) of the Merger Agreement, shall not, in and of itself, provide Buyer a right to terminate this Agreement pursuant to Section 11.4.

Acquisition Proposals. The Company shall(a) Unless otherwise required by law, and shall use its best efforts to cause its nonstockholder affiliates and the officers, directors and employees of the Company agrees that (i) it and its officers and directors shall not, (ii) its Subsidiaries to, and shall instruct its stockholder affiliates and the representatives and agents of the Company and its Subsidiaries Subsidiaries’ officers and directors shall not and (includingiii) it shall ensure that its and its Subsidiaries’ employees, without limitationagents, advisors (including financial advisors) and other representatives (“Representatives”) shall not, (A) initiate, solicit or knowingly encourage or facilitate any investment bankerinquiries or the making of any proposal or offer with respect to a tender offer or exchange offer, attorney proposal for a merger, consolidation or accountant retained by other business combination involving the Company or any of its Subsidiaries) to, immediately cease and terminate proposal or offer to acquire in any existing activities, discussions manner an equity interest representing a 5% or negotiations, if any, with any parties (other than Parent and Merger Subsidiary, any affiliate greater economic or associate of Parent and Merger Subsidiary or any designees of Parent and Merger Subsidiary) conducted heretofore with respect to any acquisition or exchange of all or any material portion of voting interest in the assets ofCompany, or more than 20% the assets, securities or other ownership interests of the equity interest in, or in the Company or any of its Subsidiaries (by direct purchase from the Company, tender representing 5% or exchange offer or otherwise) or any business combination, merger or similar transaction (including an exchange of stock or assets) with or involving the Company or any Subsidiary or division more of the Company (an "Acquisition Transaction"), other than the Offer and the Merger. Except as set forth in this Section 5.02, the Company shall not, and shall use its best efforts to cause its nonstockholder affiliates and the officers, directors and employees consolidated assets of the Company and its Subsidiaries not toSubsidiaries, and shall instruct its stockholder affiliates and the representatives and agents of the Company and its Subsidiaries (including, without limitation, any investment banker, attorney or accountant retained by the Company or any of its Subsidiaries) not to, directly or indirectly, knowingly encourage, solicit, participate in or initiate discussions or negotiations with, or provide any nonpublic information or data (other than the Company's standard public information package) to, any Person or group of Persons (other than Parent and Merger Subsidiary, any affiliate or associate of Parent and Merger Subsidiary or any designees of Parent and Merger Subsidiary) with respect to any inquiries or the making of any offer or proposal (including, without limitation, any offer or proposal to the stockholders of the Company) concerning an Acquisition Transaction (an "Acquisition Proposal") or otherwise knowingly facilitate any effort or attempt to make or implement an Acquisition Proposal; provided, however, that prior to the date of acceptance for payment of and payment for Shares by Merger Subsidiary pursuant to the Offer, or, to the extent the Minimum Tender Condition is waived pursuant to Section 1.01(e), the date on which the Option is exercised (the earliest of such dates is referred to as the "Closing Date"), the Company may furnish information and access, but only in response to a request for information or access, to any Person making a bona fide written fully-financed (which for the purposes of this Agreement shall mean the receipt of a commitment letter, from a reputable Person capable of financing the transaction, subject only to normal and customary exceptions) all-cash Acquisition Proposal to the board of directors of the Company after the date hereof which was not knowingly encouraged, solicited or initiated by the Company or any of its affiliates or any director, employee, representative or agent of the Company or any of its Subsidiaries (including, without limitation, any investment banker, attorney or accountant retained by the Company or any of its Subsidiaries) on or after the date hereof and may participate in discussions and negotiate with such Person concerning any such bona fide written fully-financed all-cash Acquisition Proposal and the board of directors of the Company may modify, amend or withdraw its recommendation relative to the Offer or the Merger or authorize the Company, subject to Section 7.02(b), to enter into a binding written agreement concerning a Superior Proposal (as defined below), if and only if, in any such case, (i) the board of directors of the Company determines in good faith, (A) taking into account the reasoned advice of outside counsel to the Company to the effect that failing to provide such information or access or to participate in such discussions or negotiations or so to authorize or modify, to amend or withdraw such recommendation, as the case may be, is more likely than not to constitute a breach of such board's fiduciary duties under applicable law, and (B) taking into account the advice of financial advisors to the Company to such effect, that such bona fide written all-cash fully-financed Acquisition Proposal, if accepted, is reasonably likely to be consummated, taking into account all financial aspects of the proposal and the Person making the proposal and would, if consummated, result in a transaction more favorable to the Company's stockholders from a financial point of view than the transaction transactions contemplated by this Agreement (any such more favorable bona fide written fully-financed all- cash Acquisition Proposal as to which both of the determinations proposal or offer being hereinafter referred to in subclauses (Aas an “Acquisition Proposal”) and or (B) above have been made being referred to engage in this Agreement as a "Superior Proposal"), and (ii) the board of directors of the Company receives from the Person making such bona fide written all-cash fully-financed Acquisition Proposal an executed confidentiality agreement the terms of which are (without regard to the terms of such Acquisition Proposal) (A) no less favorable to the Company, and (B) no less restrictive to the Person making such bona fide written all-cash fully-financed Acquisition Proposal than those contained in the Confidentiality Agreement, dated as of December 28, 1999 referring to Parent as the "Recipient" (the "Company Confidentiality Agreement"), between the Company and Parent. The Company will notify Parent within 48 hours if any such inquiries or proposals are received by, any such information is requested from, or any such negotiations or discussions are sought to be initiated concerning or continued in connection with the Company and shall in such notice indicate the identity of the offeror and the material terms and conditions of any such proposal and thereafter shall keep Parent reasonably informed, on a current basis, of the status and material terms of such proposals and the status of such negotiations or discussions, providing copies to Parent of any an Acquisition Proposals made in writingProposal. The Company shall provide promptly notify Parent with four business days advance of the receipt of any Acquisition Proposal after the date hereof, which notice of, in each and every case, its intention to either enter into any agreement with or to provide any information to any Person making any such inquiry or proposal. Subject shall include a summary of the material terms thereof to the provisions of Section 5.02extent such notice is permitted under the Acquisition Proposal. (b) Unless otherwise required by law, the Company agrees that (i) it and its officers and directors shall not, (ii) its Subsidiaries and its Subsidiaries’ officers and directors shall not and (iii) it shall ensure that its and its Subsidiaries’ Representatives shall not provide access to release its properties, books and records or any third party from, confidential information or waive any provisions ofdata to, any confidentiality or standstill agreement to which the Company is a party and will use its best efforts to enforce any such agreements at the request of and on behalf of Parent. The Company will inform the individuals or entities referred to in the first sentence of this Section 5.02 of the obligations undertaken in this Section 5.02. The Company also will, at the request of Parent, promptly request each person or entity which has executed, within 12 months prior to the date of this Agreement, a confidentiality agreement Person in connection with its consideration of acquiring the Company to return or destroy all confidential information heretofore furnished to such person or entity by or on behalf of the Companyan Acquisition Proposal.

Acquisition Proposals. The (a) Except as set forth in this Section 5.4, from and after the date of this Agreement, the Company agrees that neither it nor any of its Subsidiaries shall, and that it shall use not authorize or permit its best efforts to cause its nonstockholder affiliates and the their respective officers, directors directors, employees, agents and employees of the Company and its Subsidiaries torepresentatives, and shall instruct its stockholder affiliates and the representatives and agents of the Company and its Subsidiaries (including, without limitation, including any investment banker, attorney attorney, accountant or accountant other advisor retained by the Company or any of its SubsidiariesSubsidiaries (collectively, “Representatives”) to, immediately cease and terminate directly or indirectly, (i) initiate, solicit, facilitate or knowingly encourage any existing activitiesinquiries, proposals or offers with respect to, or the making or completion of, an Acquisition Proposal, (ii) engage or participate in any negotiations or discussions or negotiations, if any, with any parties (other than Parent and Merger Subsidiary, any affiliate or associate of Parent and Merger Subsidiary or any designees of Parent and Merger Subsidiaryto state that they are not permitted to have discussions) conducted heretofore with respect to any acquisition or exchange of all or any material portion of the assets ofconcerning, or more than 20% of the equity interest in, provide or cause to be provided any non-public information or data relating to the Company or any of its Subsidiaries in connection with, an Acquisition Proposal, (by direct purchase from the Companyiii) approve, tender endorse or exchange offer recommend any Acquisition Proposal or otherwise(iv) approve, endorse or recommend, or execute or enter into any business combinationletter of intent, agreement in principle, merger agreement, acquisition agreement or other similar transaction (including an exchange of stock or assets) with or involving the Company or any Subsidiary or division of the Company (an "Acquisition Transaction"), other than the Offer and the Merger. Except as set forth in this Section 5.02, the Company shall not, and shall use its best efforts agreement relating to cause its nonstockholder affiliates and the officers, directors and employees of the Company and its Subsidiaries not to, and shall instruct its stockholder affiliates and the representatives and agents of the Company and its Subsidiaries (including, without limitation, any investment banker, attorney or accountant retained by the Company or any of its Subsidiaries) not to, directly or indirectly, knowingly encourage, solicit, participate in or initiate discussions or negotiations with, or provide any nonpublic information or data (other than the Company's standard public information package) to, any Person or group of Persons (other than Parent and Merger Subsidiary, any affiliate or associate of Parent and Merger Subsidiary or any designees of Parent and Merger Subsidiary) with respect to any inquiries or the making of any offer or proposal (including, without limitation, any offer or proposal to the stockholders of the Company) concerning an Acquisition Transaction (an "Acquisition Proposal") or otherwise knowingly facilitate any effort or attempt to make or implement an Acquisition Proposal; provided, however, it is understood and agreed that prior to the date of acceptance for payment of and payment for Shares by Merger Subsidiary pursuant to the Offer, or, to the extent the Minimum Tender Condition is waived pursuant to Section 1.01(e), the date on which the Option is exercised (the earliest of such dates is referred to as the "Closing Date"), the Company may furnish information and access, but only in response to a request for information any determination or access, to any Person making a bona fide written fully-financed (which for the purposes of this Agreement shall mean the receipt of a commitment letter, from a reputable Person capable of financing the transaction, subject only to normal and customary exceptions) all-cash Acquisition Proposal to the board of directors of the Company after the date hereof which was not knowingly encouraged, solicited or initiated action by the Company Board permitted under Section 5.4(b) or (c) or Section 7.1(c)(ii) shall not be deemed to be a breach of this Section 5.4(a). The Company agrees that it will immediately cease and cause to be terminated, and cause its Representatives to cease and cause to be terminated, any existing activities, discussions or negotiations with any Persons conducted heretofore with respect to any Acquisition Proposal. The Company agrees that any violation of the foregoing restrictions by any of the Company’s Subsidiaries or any of its affiliates or any director, employee, representative or agent Representative of the Company or any of its Subsidiaries (including, without limitation, any investment banker, attorney or accountant retained by the Company or any of its Subsidiaries) on or after the date hereof and may participate in discussions and negotiate with such Person concerning any such bona fide written fully-financed all-cash Acquisition Proposal and the board of directors of the Company may modify, amend or withdraw its recommendation relative to the Offer or the Merger or authorize the Company, subject to Section 7.02(b), to enter into a binding written agreement concerning a Superior Proposal (as defined below), if and only if, in any such case, (i) the board of directors of the Company determines in good faith, (A) taking into account the reasoned advice of outside counsel to the Company to the effect that failing to provide such information or access or to participate in such discussions or negotiations or so to authorize or modify, to amend or withdraw such recommendation, as the case may be, is more likely than not to constitute Subsidiary will be a breach of such board's fiduciary duties under applicable law, and (Bthis Section 5.4(a) taking into account the advice of financial advisors to the Company to such effect, that such bona fide written all-cash fully-financed Acquisition Proposal, if accepted, is reasonably likely to be consummated, taking into account all financial aspects of the proposal and the Person making the proposal and would, if consummated, result in a transaction more favorable to by the Company's stockholders from a financial point of view than the transaction contemplated by this Agreement (any such more favorable bona fide written fully-financed all- cash Acquisition Proposal as to which both of the determinations referred to in subclauses (A) and (B) above have been made being referred to in this Agreement as a "Superior Proposal"), and (ii) the board of directors of the Company receives from the Person making such bona fide written all-cash fully-financed Acquisition Proposal an executed confidentiality agreement the terms of which are (without regard to the terms of such Acquisition Proposal) (A) no less favorable to the Company, and (B) no less restrictive to the Person making such bona fide written all-cash fully-financed Acquisition Proposal than those contained in the Confidentiality Agreement, dated as of December 28, 1999 referring to Parent as the "Recipient" (the "Company Confidentiality Agreement"), between the Company and Parent. The Company will notify Parent within 48 hours if agrees that in the event it releases any such inquiries or proposals are received by, any such information is requested Person from, or amends or waives any such negotiations or discussions are sought to be initiated or continued with the Company and shall in such notice indicate the identity of the offeror and the material terms and conditions of any such proposal and thereafter shall keep Parent reasonably informed, on a current basis, of the status and material terms of such proposals and the status of such negotiations or discussions, providing copies to Parent of any Acquisition Proposals made in writing. The Company shall provide Parent with four business days advance notice of, in each and every case, its intention to either enter into any agreement with or to provide any information to any Person making any such inquiry or proposal. Subject to the provisions of Section 5.02, the Company agrees not to release any third party from, or waive any provisions provision of, any confidentiality confidentiality, “standstill,” non-solicitation or standstill similar agreement to which the Company is or becomes a party or under which the Company has or acquires any rights, it shall release Parent and will use its best efforts to enforce any Subsidiaries and Representatives of Parent from, and/or shall waive, all such agreements at the request of and on behalf of Parent. The Company will inform the individuals parallel or entities referred to in the first sentence of this Section 5.02 analogous provisions of the obligations undertaken in this Section 5.02Confidentiality Agreement. The Company also will, at the request of Parent, will promptly request each person or entity which Person that has executed, within 12 months prior to the date of this Agreement, executed a confidentiality agreement in connection with its consideration of acquiring the Company a possible Acquisition Proposal to return or destroy in accordance with the terms of such confidentiality agreement all confidential information heretofore furnished to such person or entity Person by or on behalf of the Company. (b) Notwithstanding anything to the contrary in Section 5.4(a), at any time after the date of this Agreement and prior to obtaining the Company Stockholder Approval, the Company may, in response to an unsolicited bona fide written Acquisition Proposal that did not result from a breach of Section 5.4(a) and that the Company Board determines, in its good faith judgment (after consultation with its outside legal counsel and its financial advisor) constitutes or may reasonably be expected to lead to a Superior Proposal, and subject to complying with Section 5.4(d), (i) furnish information with respect to the Company and its Subsidiaries to the Person making such Acquisition Proposal pursuant to a customary confidentiality agreement on terms no less restrictive to such Person than those contained in the Confidentiality Agreement (except for such changes specifically necessary in order for the Company to be able to comply with its obligations under this Agreement); provided, however, that the Company shall provide or make available to Parent any material non-public information 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 provided or made available to Parent; and (ii) participate in discussions or negotiations with such Person and its Representatives regarding such Acquisition Proposal; provided, further, that the Company Board or any committee thereof may take the actions described in subsections (i) and (ii) above only if the Company Board or any committee thereof determines in its good faith judgment (after consultation with its outside legal counsel and its financial advisor) that the failure to take such action would reasonably be expected to breach its fiduciary duties under applicable Law. (c) Except as set forth in this Section 5.4(c), until the termination of this Agreement in accordance with the terms hereof, neither the Company Board nor any committee thereof shall: (i) (A) fail to make or withdraw, modify or amend or publicly propose to withdraw, modify or amend, in any manner adverse to Parent or Merger Sub, its recommendation of this Agreement or the Merger (the “Company Board Recommendation”), (B) fail to make a statement in opposition and recommend to the Company’s stockholders rejection of a tender or exchange offer for the Company’s securities initiated by a third party pursuant to Rule 14e-2 promulgated under the Securities Act within ten Business Days after such tender or exchange offer shall have been announced or commenced by such third party, or (C) approve or recommend, or publicly propose to approve or recommend, any Acquisition Proposal (any of the foregoing in clauses (A)-(C), an “Adverse Recommendation Change”), or (ii) adopt or recommend, or publicly propose to 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, acquisition agreement, option agreement, joint venture agreement, partnership agreement or other similar Contract constituting or related to, or that is intended to or would reasonably be expected to lead to, any Acquisition Proposal (other than a confidentiality agreement referred to in Section 5.4(b)) (any of the foregoing, an “Acquisition Agreement”). Notwithstanding anything to the contrary contained in this Agreement, at any time prior to obtaining the Company Stockholder Approval, the Company Board may: (1) in response to a bona fide unsolicited written Acquisition Proposal that was made after the date hereof, that did not result from a breach of this Section 5.4, and that the Company Board determines in good faith (after consultation with outside legal counsel and its financial advisor) constitutes a Superior Proposal (x) make an Adverse Recommendation Change if the Company Board has determined in good faith (after consultation with its outside legal counsel) that, in light of the receipt of such Superior Proposal, the failure to make such Adverse Recommendation Change would reasonably be expected to breach its fiduciary duties under applicable Law, or (y) cause the Company to terminate this Agreement pursuant to Section 7.1(c)(ii) and (only if the Company shall) concurrently with such termination enter into an Acquisition Agreement if the Company Board has concluded in good faith (after consultation with its outside legal counsel) that, in light of the receipt of such Superior Proposal, the failure to effect such termination would reasonably be expected to breach its fiduciary duties under applicable Law; provided, however, that the Company shall not be entitled to terminate this Agreement pursuant to the foregoing clause (y), and any purported termination pursuant to the foregoing clause (y) shall be void and of no force or effect, unless, prior to or simultaneously with such termination, the Company pays by wire transfer of immediately available funds the Company Termination Fee in accordance with Section 7.3(b); provided, further, that the Company Board shall not be entitled to make an Adverse Recommendation Change in respect of any such Superior Proposal or terminate this Agreement pursuant to Section 7.1(c)(ii) in respect of any such Superior Proposal, and any purported termination pursuant to the foregoing clause (y) shall be void and of no force or effect, unless: (I) the Company has provided to Parent four Business Days’ prior written notice that it intends to take a such action (a “Notice of Designated Superior Proposal”), which notice shall describe the terms and conditions of any Superior Proposal (including the identity of the party making such Superior Proposal) that is the basis of the proposed action by the Company Board (a “Designated Superior Proposal”) and attach the most current form or draft of any written agreement providing for the transaction contemplated by such Designated Superior Proposal and all other contemplated transaction documents (including any agreements with any stockholders, directors or employees) (it being understood and agreed that any amendment to the financial terms or any other material term of such Superior Proposal shall require a new Notice of Designated Superior Proposal, and a new four Business Day period); (II) at the end of such four Business Day period, such Acquisition Proposal has not been withdrawn and the Company Board determines in good faith that such Acquisition Proposal continues to constitute a Superior Proposal (taking into account any changes to the terms of this Agreement agreed to or proposed by Parent in a binding written offer in response to a Notice of Designated Superior Proposal which is capable of being accepted by the Company). (d) The Company promptly (and in any event within 24 hours) shall advise Parent orally and in writing of (i) any written Acquisition Proposal, (ii) any written request for non-public information relating to the Company or its Subsidiaries, other than requests for information not reasonably expected to be related to an Acquisition Proposal and (iii) any written inquiry or request for discussion or negotiation regarding an Acquisition Proposal, including in each case the identity of the Person making any such Acquisition Proposal, inquiry or request and the material terms of any such Acquisition Proposal, inquiry or request and attach a copy of any such written Acquisition Proposal, or if such Acquisition Proposal is provided orally to the Company, the Company shall summarize in writing the terms and conditions of such Acquisition Proposal, including the identity of the person making such Acquisition Proposal. The Company shall keep Parent reasonably and promptly informed in all material respects of the status and details (including any material change or proposed material change to the terms thereof) of any Acquisition Proposal. The Company shall provide Parent with prior notice of any meeting of the Company Board or any committee thereof at which the Company Board or any committee thereof is expected to consider any Acquisition Proposal or any such inquiry or to consider providing information to any person or group in connection with an Acquisition Proposal or any such inquiry. (e) Nothing set forth in this Agreement shall prevent the Company or the Company Board from (i) taking and disclosing to its stockholders a position contemplated by Rule 14e-2(a), Rule 14d-9 or Item 1012(a) of Regulation M-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), or (ii) from making any required disclosure to the Company’s stockholders if, in the good faith judgment of the Company Board, after consultation with outside legal counsel, failure to disclose such information would reasonably be expected to breach its fiduciary duties under applicable Law; provided, however, that in the case of both clause (i) and clause (ii), any such disclosure, other than a “stop, look and listen” communication or similar communication of the type contemplated by Section 14d-9(f) of the Exchange Act, may still be deemed to be an Adverse Recommendation Change pursuant to Section 5.4(c) unless the Company Board expressly publicly reaffirms the Company Board Recommendation in such disclosure.

Acquisition Proposals. The Company shall, and shall use its best efforts to cause its nonstockholder affiliates and the officers, directors and employees of the Company and its Subsidiaries to, and shall instruct its stockholder affiliates and the representatives and agents of the Company and its Subsidiaries (including, without limitation, any investment banker, attorney or accountant retained by the Company or any of its Subsidiaries) to, immediately cease and terminate any existing activities, discussions or negotiations, if any, with any parties (other than Parent and Merger SubsidiarySub, any affiliate or associate of Parent and Merger Subsidiary Sub or any designees of Parent and Merger SubsidiarySub) conducted heretofore with respect to any acquisition or exchange of all or any material portion of the assets of, or more than 20% of the equity interest in, the Company or any of its Subsidiaries (by direct purchase from the Company, tender or exchange offer or otherwise) or any business combination, merger or similar transaction (including an exchange of stock or assets) with or involving the Company or any Subsidiary or division of the Company (an "Acquisition Transaction"), other than the Offer and the Merger. Except as set forth in this Section 5.027.2, the Company shall not, and shall use its best efforts to cause its nonstockholder affiliates and the officers, directors and employees of the Company and its Subsidiaries not to, and shall instruct its stockholder affiliates and the representatives and agents of the Company and its Subsidiaries (including, without limitation, any investment banker, attorney or accountant retained by the Company or any of its Subsidiariessubsidiaries) not to, directly or indirectly, knowingly encourage, solicit, participate in or initiate discussions or negotiations with, or provide any nonpublic information or data (other than the Company's standard public information package) to, any Person corporation, partnership, person or other entity or group of Persons (other than Parent and Merger SubsidiarySub, any affiliate or associate of Parent and Merger Subsidiary Sub or any designees of Parent and Merger SubsidiarySub) with respect to any inquiries or the making of any offer or proposal (including, without limitation, any offer or proposal to the stockholders of the Company) concerning an Acquisition Transaction (an "Acquisition Proposal"" (it being understood that an -34- 38 Acquisition Proposal that is conditioned upon the completion of due diligence shall be deemed to constitute a bona fide Acquisition Proposal if such proposal otherwise meets the definition of Acquisition Proposal)) or otherwise knowingly facilitate any effort or attempt to make or implement an Acquisition Proposal; provided, however, that prior to the date Merger Sub beneficially owning a majority of acceptance for payment of and payment for Shares by Merger Subsidiary pursuant to the Offer, or, to the extent the Minimum Tender Condition is waived pursuant to Section 1.01(e), the date on which the Option is exercised (the earliest of such dates is referred to as the "Closing Date")then outstanding Shares, the Company may furnish information and access, but only in response to a request for information or access, to any Person person or entity making a bona fide written fully-financed (which for the purposes of this Agreement shall mean the receipt of a commitment letter, from a reputable Person capable of financing the transaction, subject only to normal and customary exceptions) all-cash Acquisition Proposal to the board of directors of the Company after the date hereof which was not knowingly encouraged, solicited or initiated by the Company or any of its affiliates or any director, employee, representative or agent of the Company or any of its Subsidiaries (including, without limitation, any investment banker, attorney or accountant retained by the Company or any of its Subsidiaries) on or after the date hereof and may participate in discussions and negotiate with such Person person or entity concerning any such bona fide written fully-financed all-cash Acquisition Proposal and the board of directors of may authorize the Company may modify, amend or withdraw its recommendation relative to the Offer or the Merger or authorize the Company, subject to Section 7.02(b), to enter into a binding written agreement concerning a Superior Proposal (as defined below), if and only if, in any such case, (i) the board of directors of the Company determines in good faith, (A) taking into account the reasoned advice of after consultation with outside counsel to the Company to the effect that failing to provide such information or access or to participate in such discussions or negotiations or so to authorize or modify, to amend or withdraw such recommendationauthorize, as the case may be, is more reasonably likely than not to constitute a breach of such board's fiduciary duties under applicable law, that failing to provide such information or access or to participate in such discussions or negotiations or to so authorize, as the case may be, is reasonably likely to constitute a breach of such board's fiduciary duties under applicable law, and (B) taking into account after consultation with the advice of financial advisors to the Company to such effect, that such bona fide written all-cash fully-financed 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 person or entity making the proposal and would, if consummated, result in a transaction more favorable to the Company's stockholders from a financial point of view than the transaction contemplated by this Agreement (any such more favorable bona fide written fully-financed all- cash Acquisition Proposal as to which both of the determinations referred to in subclauses (A) and (B) above have been made being referred to in this Agreement as a "Superior Proposal"), and (ii) the board of directors of the Company receives from the Person person or entity making such bona fide written all-cash fully-financed Acquisition Proposal an executed confidentiality agreement the terms of which are (without regard to the terms of such Acquisition Proposal) (A) no less favorable to the Company, and (B) no less restrictive to the Person person or entity making such bona fide written all-cash fully-financed Acquisition Proposal than those contained in the Confidentiality Agreement, dated as of December 28June 21, 1999 1999, referring to Parent as the "Recipient" (the "Company Confidentiality Agreement"), between the Company and Parent. Nothing in this Agreement shall prohibit the Board of Directors of the Company from, to the extent applicable, complying with Rule 14e-2 or 14D-9 promulgated under the Exchange Act with regard to an Acquisition Proposal. The Company will notify Parent within 48 hours if any such inquiries or proposals are received by, any such information is requested from, or any such negotiations or discussions are sought to be initiated or continued with the Company and shall in such -35- 39 notice indicate the identity of the offeror and the material terms and conditions of any such proposal and thereafter shall keep Parent reasonably informed, on a current basis, of the status and material terms of such proposals and the status of such negotiations or discussions, providing copies to Parent of any Acquisition Proposals made in writing. The Company shall provide Parent with four three business days advance notice of, in each and every case, its intention to either enter into any agreement with or to provide any information to any Person person or entity making any such inquiry or proposal. Subject to the provisions of Section 5.02, the The Company agrees not to release any third party from, or waive any provisions of, any confidentiality or standstill agreement to which the Company is a party and will use its best efforts to enforce any such agreements at the request of and on behalf of Parent. The Company will inform the individuals or entities referred to in the first sentence of this Section 5.02 7.2 of the obligations undertaken in this Section 5.027.2. The Company also will, at the request of Parent, will promptly request each person or entity which has executed, within 12 months prior to the date of this Agreement, a confidentiality agreement in connection with its consideration of acquiring the Company to return or destroy all confidential information heretofore furnished to such person or entity by or on behalf of the Company.

Acquisition Proposals. (a) The Company shall, and shall use agrees that neither it nor any of its best efforts to cause its nonstockholder affiliates and the Subsidiaries nor any of their respective officers, directors directors, employees, agents and employees of the Company and its Subsidiaries torepresentatives (any such Persons, and shall instruct its stockholder affiliates and the representatives and agents of the Company and its Subsidiaries (including, without limitation, including any investment banker, attorney or accountant retained accountant, a “Representative”) shall knowingly initiate, solicit, encourage or facilitate any inquiries or the making or implementation of any proposal or offer by any Person (other than Parent or Merger Sub) with respect to (1) a merger, consolidation, share exchange, reorganization or other business combination transaction involving the Company, (2) any acquisition of any equity or other ownership interests in the Company representing, in the aggregate, 15% or more of the total voting power or economic interest of all of the outstanding equity in the Company or any equity or other ownership interests in any of its Subsidiariesthe Company’s Subsidiaries having a fair market value equal to 15% or more of the market value of the outstanding Shares (based on the last closing price for such Shares prior to the date of this Agreement) to, immediately cease and terminate any existing activities, discussions or negotiations, if any, with any parties (other than Parent and Merger Subsidiary, any affiliate or associate of Parent and Merger Subsidiary or any designees of Parent and Merger Subsidiary3) conducted heretofore with respect to any acquisition or exchange of all or any material portion assets of the assets of, or more than 20% of the equity interest in, the Company or any of its Subsidiaries (by direct purchase from the Company, tender representing 15% or exchange offer or otherwise) or any business combination, merger or similar transaction (including an exchange of stock or assets) with or involving the Company or any Subsidiary or division more of the Company (an "Acquisition Transaction"), other than the Offer and the Merger. Except as set forth in this Section 5.02, the Company shall not, and shall use its best efforts to cause its nonstockholder affiliates and the officers, directors and employees total assets of the Company and its Subsidiaries not toSubsidiaries, and shall instruct its stockholder affiliates and the representatives and agents of the taken as a whole (any such inquiry, proposal or offer being hereinafter referred to as an “Acquisition Proposal”). The Company and its Subsidiaries (including, without limitation, any investment banker, attorney or accountant retained by the Company or further agrees that neither it nor any of its Subsidiaries) not Subsidiaries nor any of their respective Representatives shall provide any confidential or non-public information or data to, directly or indirectly, knowingly encourage, solicit, engage or participate in or initiate any discussions or negotiations with, or provide any nonpublic information or data (other than the Company's standard public information package) to, any Person or group of Persons (other than Parent and Merger Subsidiary, any affiliate or associate of Parent and Merger Subsidiary or any designees of Parent and Merger Subsidiary) with respect relating to any inquiries or the making of any offer or proposal (including, without limitation, any offer or proposal to the stockholders of the Company) concerning an Acquisition Transaction (an "Acquisition Proposal") or otherwise knowingly facilitate any effort or attempt to make or implement an Acquisition Proposal; provided, however, that prior nothing contained in this Agreement shall prevent the Company or its Board of Directors from (i) complying with its disclosure obligations under Sections 14d-9 and 14e-2 of the Exchange Act with regard to an Acquisition Proposal (but if any disclosure made to effect such compliance has the date substantive effect of acceptance for payment of and payment for Shares by Merger Subsidiary withdrawing, or modifying or qualifying in any manner adverse to Parent, the Board Recommendation or Board Approval (each, a “Change In Recommendation”), Parent shall have the right to terminate this Agreement pursuant to the Offerclause (a) of Section 8.4) and (ii) at any time prior to, or, to the extent the Minimum Tender Condition is waived pursuant to Section 1.01(e)but not after, the date on which the Option time this Agreement is exercised (the earliest of such dates is referred to as the "Closing Date"), adopted by the Company may furnish Requisite Vote, (A) providing confidential or non-public information and access, but only in response to a request for information or access, to any therefor by a Person making a who has made an unsolicited bona fide written fully-financed Acquisition Proposal (assuming, for this purpose only, that all references to “15%” in the definition of such term were changed to “40%”) which for the purposes did not result from a knowing breach of this Agreement shall mean Section 6.2 (a “Qualifying Acquisition Proposal”); (B) discussing (but not negotiating) the receipt material terms of a commitment letter, from a reputable Qualifying Acquisition Proposal with the Person capable of financing who made it to the transaction, subject extent (but only to normal the extent) necessary to understand and customary exceptions) all-cash Acquisition Proposal clarify it sufficiently to the board of directors of the Company after the date hereof which was not knowingly encouraged, solicited or initiated by the Company or any of its affiliates or any director, employee, representative or agent of the Company or any of its Subsidiaries (including, without limitation, any investment banker, attorney or accountant retained by the Company or any of its Subsidiaries) on or after the date hereof and may participate in discussions and negotiate with such Person concerning any such bona fide written fully-financed all-cash Acquisition Proposal and the board of directors of the Company may modify, amend or withdraw its recommendation relative be able to the Offer or the Merger or authorize the Company, subject make a determination as to Section 7.02(b), to enter into a binding written agreement concerning whether it is a Superior Proposal (as defined below); (C) engaging or participating in any discussions other than those set forth in the preceding clause (B) or any negotiations with any Person who has made a Qualifying Acquisition Proposal; or (D) approving or recommending to the holders of Shares a Qualifying Acquisition Proposal (or agreeing to take any such action), if and only if, in any such caseto the extent that, (i1) prior to taking any action described in clause (A), (B), (C) or (D) above, after consulting with outside legal counsel the board Board of directors Directors of the Company determines in good faith, faith that it must take such action in order to comply with its fiduciary duties under Law; (2) prior to taking any action described in clause (A) taking into account or (C) above, the reasoned advice of outside counsel Company and the other Person referred to in such clauses execute and deliver a written confidentiality agreement on terms not materially less favorable to the Company than those contained in the Confidentiality Agreement (as defined in Section 9.8); (3) prior to taking any action described in clause (C) or (D) above, after consulting with its financial advisors and outside counsel the effect Board of Directors of the Company determines in good faith that failing the Qualifying Acquisition Proposal referred to provide such information in clauses (C) or access or to participate in such discussions or negotiations or so to authorize or modify, to amend or withdraw such recommendation, as the case may be, (D) (x) is more likely than not to constitute a breach of such board's fiduciary duties under applicable law, and (B) taking into account the advice of financial advisors to the Company to such effect, that such bona fide written all-cash fully-financed Acquisition Proposal, if accepted, is reasonably likely to be consummated, taking into account all financial aspects of the proposal and the Person making the proposal and would, if consummated, result in a transaction more favorable to the Company's stockholders from a financial point of view to the Company’s stockholders than the transaction contemplated Merger taking into account any Revised Terms (as defined below) offered by this Agreement Parent before such action is taken and all other factors deemed to be relevant by the Board of Directors (including but not limited to the time likely to be required to consummate such Qualifying Acquisition Proposal) and (y) is reasonably likely to be consummated taking into account all legal, financial, regulatory and other factors deemed relevant in the good faith judgment of such Board (any such more favorable bona fide written fully-financed all- cash Acquisition Qualifying Proposal as to which both of the determinations referred such Board makes such determination as to in subclauses clauses (Ax) and (By) above have been made being referred to in this Agreement as above, a "“Superior Proposal"”); and (4) prior to taking any action described in clause (C) or (D) above, the Company shall have provided written notice to Parent of the Company’s or its Board of Director’s intention to take such action, at least five days shall have elapsed since the date on which Parent received such notice and the Company shall have complied with the provisions of Section 6.2(c) in all material respects. Notwithstanding anything herein to the contrary, once the Company has given the first five days’ notice to Parent pursuant to any provision of this Section 6.2 or Section 6.4, any further notice pursuant to this Section 6.2 or Section 6.4 shall require two business days’ notice (such applicable notice period, the “Notice Period”), other than the 24-hour notice in Section 6.2(c). (b) The Company agrees that it will immediately cease and (ii) the board of directors of the Company receives from the cause to be terminated any existing activities, discussions or negotiations with any Person making such bona fide written all-cash fully-financed Acquisition Proposal an executed confidentiality agreement the terms of which are (without regard conducted heretofore with respect to the terms of such any Acquisition Proposal) (A) no less favorable to the Company, and (B) no less restrictive to the Person making such bona fide written all-cash fully-financed Acquisition Proposal than those contained in the Confidentiality Agreement, dated as of December 28, 1999 referring to Parent as the "Recipient" (the "Company Confidentiality Agreement"), between the Company and Parent. The Company will notify Parent within 48 hours if any such inquiries or proposals are received by, any such information is requested from, or any such negotiations or discussions are sought to be initiated or continued with the Company and shall in such notice indicate the identity of the offeror and the material terms and conditions of any such proposal and thereafter shall keep Parent reasonably informed, on a current basis, of the status and material terms of such proposals and the status of such negotiations or discussions, providing copies to Parent of any Acquisition Proposals made in writing. The Company shall provide Parent with four business days advance notice of, in each and every case, its intention to either enter into any agreement with or to provide any information to any Person making any such inquiry or proposal. Subject to the provisions of Section 5.02, the Company agrees not to release any third party from, or waive any provisions of, any confidentiality or standstill agreement to which the Company is a party and will use its best efforts to enforce any such agreements at the request of and on behalf of Parent. The Company will inform the individuals or entities referred to in the first sentence of this Section 5.02 of the obligations undertaken in this Section 5.02. The Company also will, at the request of Parent, promptly request each person or entity which Person that has executed, within 12 months prior to the date of this Agreement, heretofore executed a confidentiality agreement in connection with its consideration of acquiring an acquisition or other business combination transaction with the Company to return or destroy all confidential information heretofore furnished prior to the execution of this Agreement to or for the benefit of such person or entity Person by or on behalf of the Company or any of its Subsidiaries. The Company agrees that it will take the necessary steps to promptly inform its Representatives of the obligations undertaken in this Section 6.2. (c) The Company agrees that it will notify Parent as promptly as practicable (and, in any event, within 24 hours) after it receives any bona fide Acquisition Proposal indicating, in connection with such notice, the name of such Person and the material terms and conditions of such Acquisition Proposal and thereafter shall keep Parent promptly informed as to any material changes to such Acquisition Proposal. The Company also agrees to provide or make available any due diligence information to Parent that it is providing or making available to another Person pursuant to this Section 6.2 at the same time it provides it or makes it available to such other Person (unless it has previously been provided or made available to Parent). The Company agrees that during the Notice Periods described in subclause (4) of clause (ii) of the proviso in Section 6.2(a) and in Section 6.4, the Company shall negotiate in good faith with Parent with respect to any revisions to the terms of the transactions contemplated by this Agreement proposed by Parent. Any such revisions which Parent offers to make which, if accepted by the Company, would be legally binding on the parties to this Agreement are referred to herein as “Revised Terms”. Any material amendment to any Acquisition Proposal will be deemed to be a new Acquisition Proposal for purposes of this Section 6.2 and Section 6.4, including the notice and Notice Periods referred to herein and therein (but, for the avoidance of doubt, shall require a two business day notice period rather than five days).

Acquisition Proposals. (a) The Company agrees that neither it nor any Subsidiary of the Company nor any of their respective officers or directors shall, and that it shall direct and use its best efforts to cause its nonstockholder affiliates and the officerssuch Subsidiaries' employees, directors agents and employees of the Company and its Subsidiaries to, and shall instruct its stockholder affiliates and the representatives and agents of the Company and its Subsidiaries (including, without limitation, including any investment banker, attorney or accountant retained by the Company them or any of its Subsidiaries) to, immediately cease and terminate any existing activities, discussions or negotiations, if any, with any parties (other than Parent and Merger Subsidiary, any affiliate or associate of Parent and Merger Subsidiary or any designees of Parent and Merger Subsidiary) conducted heretofore with respect to any acquisition or exchange of all or any material portion of the assets of, or more than 20% of the equity interest in, the Company or any of its Subsidiaries (by direct purchase from the Company, tender or exchange offer or otherwise) or any business combination, merger or similar transaction (including an exchange of stock or assets) with or involving the Company or any Subsidiary or division of the Company (an "Acquisition Transaction"), other than the Offer and the Merger. Except as set forth in this Section 5.02, the Company shall not, and shall use its best efforts to cause its nonstockholder affiliates and the officers, directors and employees of the Company and its Subsidiaries not to, and shall instruct its stockholder affiliates and the representatives and agents of the Company and its Subsidiaries (including, without limitation, any investment banker, attorney or accountant retained by the Company or any of its 's Subsidiaries) not to, directly or indirectly, knowingly encourage(i) initiate, solicit, participate in encourage or initiate discussions or negotiations with, or provide any nonpublic information or data (other than the Company's standard public information package) to, any Person or group of Persons (other than Parent and Merger Subsidiary, any affiliate or associate of Parent and Merger Subsidiary or any designees of Parent and Merger Subsidiary) with respect to otherwise facilitate any inquiries or the making of any proposal or offer with respect to a merger, reorganization, share exchange, consolidation, purchase, or proposal similar transaction involving (includingA) more than 15% of the consolidated assets of the Company primarily related to the Business (a "Consumer Products Acquisition Proposal"); (B) more than 15% of the consolidated assets of the Company other than assets primarily related to the Business (such assets, without limitationthe "Healthcare Business" and such a proposal, a "Healthcare Acquisition Proposal"); or (C) more than 15% of the outstanding equity securities of the Company or more than 15% of each of the consolidated assets related to the Business and the consolidated assets related to the Healthcare Business (a "Company Acquisition Proposal", any offer Consumer Products Acquisition Proposal, Healthcare Acquisition Proposal or proposal Company Acquisition Proposal being referred to the stockholders of the Company) concerning an Acquisition Transaction (as an "Acquisition Proposal"); (ii) engage in any negotiations concerning, or provide any confidential information or data to, or have any substantive discussions with, any Person relating to an Acquisition Proposal, or otherwise knowingly facilitate any effort or attempt to make or implement an Acquisition Proposal (including by entering into any letter of intent or similar document or any contract, agreement or commitment with any Person making such an Acquisition Proposal) or (iii) approve, endorse or recommend any Acquisition Proposal; provided, however, that that, prior to the date due adoption of acceptance for payment this Agreement by holders of and payment for Company Shares by Merger Subsidiary pursuant to the Offer, or, to the extent the Minimum Tender Condition is waived pursuant to Section 1.01(e), the date on which the Option is exercised (the earliest of such dates is referred to as the "Closing Date"), constituting the Company may furnish Requisite Vote, nothing contained in this Agreement shall prevent the Company, its directors, officers, agents or other representatives from (A) complying with its disclosure obligations under federal or state law; (B) providing information and access, but only in response to a request for information or access, to any therefor by a Person making a who has made an unsolicited bona fide written fully-financed Acquisition Proposal if the Board of Directors receives from the Person so requesting such information an executed confidentiality agreement on terms substantially similar to those contained in the Confidentiality Agreement (which for as defined in Section 9.7), it being understood that such confidentiality agreement will not prohibit the purposes making of this Agreement shall mean an Acquisition Proposal; (C) engaging in any negotiations or discussions with any Person who has made an unsolicited bona fide written Acquisition Proposal or entering into an agreement with such Person solely with respect to the receipt payment by such Person of a commitment letteramounts payable to Parent pursuant to Section 8.5(b) hereof or to Assets Buyer pursuant to Section 11.5(b) of the Asset Purchase Agreement; or (D) approving, from a reputable Person capable of financing the transaction, subject only to normal and customary exceptions) all-cash endorsing or recommending such an Acquisition Proposal to the board of directors stockholders of the Company after (which, in the date hereof which was not knowingly encouragedcase of a Healthcare Acquisition Proposal or Company Acquisition Proposal, solicited shall be deemed to be a withdrawal or initiated modification of the recommendation of this Agreement by the Company or any Board of its affiliates or any director, employee, representative or agent Directors of the Company or any Company) or, following the termination of its Subsidiaries (includingthe Asset Purchase Agreement pursuant to Section 11.3(a) thereof, without limitation, any investment banker, attorney or accountant retained by the Company or any of its Subsidiaries) on or after the date hereof and may participate in discussions and negotiate entering into an agreement with such a Person concerning any such who has made an unsolicited bona fide written fully-financed all-cash Consumer Products Acquisition Proposal and the board of directors of the Company may modify, amend or withdraw its recommendation relative with respect to the Offer or the Merger or authorize the Company, subject to Section 7.02(b), to enter into a binding written agreement concerning a Superior Proposal (as defined below)such Consumer Products Acquisition Proposal, if and only if, in any such caseto the extent that, (i) in each such case referred to in clause (B), (C) or (D) above, the board Board of directors Directors of the Company determines in good faithfaith (after consultation with outside legal counsel) that failure to take such action would, in light of such Acquisition Proposal and the terms of this Agreement, be inconsistent with the fiduciary duties of the directors under applicable Law and (Aii) taking into account the reasoned advice of outside counsel to the Company to the effect that failing to provide such information or access or to participate (x) in such discussions or negotiations or so to authorize or modify, to amend or withdraw such recommendation, as the case may be, is more likely than not to constitute a breach of such board's fiduciary duties under applicable law, and clauses (B) and (C) above, the Board of Directors of the Company determines in good faith (after consultation with its financial advisor) that taking into account the advice actions permitted pursuant to such clauses with respect to such Acquisition Proposal could reasonably be expected to result in a Superior Proposal, assuming such Acquisition Proposal is consummated and (y) in the case referred to in clause (D) above, the Board of Directors of the Company determines in good faith (after consultation with its financial advisors advisor) that such Acquisition Proposal is a Superior Proposal. A Consumer Products Acquisition Proposal is a "Superior Proposal" if (i) the transaction (or series of transactions) pursuant to such Acquisition Proposal involves the direct or indirect (by stock acquisition or otherwise) acquisition by a third party of all or substantially all of the consolidated assets of the Company primarily related to the Company Business and (ii) the consummation of such transaction (or series of transactions) pursuant to such effect, that such bona fide written all-cash fully-financed Acquisition Proposal, if accepted, is reasonably likely to be consummated, taking into account all financial aspects together with the consummation of the proposal and the Person making the proposal and wouldMergers pursuant hereto, if consummated, result in a transaction will be more favorable to the Company's stockholders from a financial point of view than the transaction contemplated Assets Purchase, taken together with such Mergers and, for purposes of the determination to be made in clause (D) above, in the good faith judgment of the Board of Directors of the Company, it is reasonably likely to be financed by this Agreement (any such more favorable bona fide written fully-financed all- cash third party. A Healthcare Acquisition Proposal as to which both of the determinations referred to in subclauses (A) and (B) above have been made being referred to in this Agreement as is a "Superior Proposal")" if (i) the transaction (or series of transactions) pursuant to such Acquisition Proposal involves the direct or indirect (by merger, stock acquisition or otherwise) acquisition by a third party of the Healthcare Business and (ii) the board consummation of directors such transaction (or series of the Company receives from the Person making such bona fide written all-cash fully-financed Acquisition Proposal an executed confidentiality agreement the terms of which are (without regard transactions) pursuant to the terms of such Acquisition Proposal) (A) no less , together with the consummation of the Assets Purchase and the other transactions contemplated by the Asset Purchase Agreement, will be more favorable to the Company's stockholders from a financial point of view than the Mergers, taken together with the Assets Purchase and such other transactions and, for purposes of the determination to be made in clause (D) above, in the good faith judgment of the Board of Directors of the Company, it is reasonably likely to be financed by such third party. A Company Acquisition Proposal is a "Superior Proposal" if (i) the transaction (or series of transactions) pursuant to such Acquisition Proposal involves a third party unaffiliated with CPI acquiring, directly or indirectly, not less than a majority of the outstanding Company Shares (by merger, stock acquisition or otherwise) or acquiring, directly or indirectly, all or substantially all of the consolidated assets of the Company, (ii) such transaction (or series of transactions) is reasonably likely to be consummated and (Biii) no less restrictive the consummation of such transaction (or series of transactions) pursuant to such Acquisition Proposal will be more favorable to the Person making such bona fide written all-cash fully-financed Acquisition Proposal Company's stockholders from a financial point of view than those contained in the Confidentiality Agreement, dated as combined effect of December 28, 1999 referring to Parent as the "Recipient" (Assets Purchase and the "Company Confidentiality Agreement"), between the Company and ParentMergers. The Company agrees that it will immediately cease and cause to be terminated any existing activities, discussions or negotiations with any parties conducted heretofore with respect to any Acquisition Proposals. The Company agrees that it will notify Parent within 48 hours immediately if any such inquiries inquiries, proposals or proposals offers are received by, any such information is requested from, or any such discussions or negotiations or discussions are sought to be initiated or continued with, any of its representatives. (b) In the event the Company terminates the Asset Purchase Agreement pursuant to Section 11.3 thereof in order to enter into an agreement with respect to a Consumer Products Acquisition Proposal that constitutes a Superior Proposal, Parent, Company Merger Sub and CPI Merger Sub shall be required to accept (i) the buyer of the Business pursuant to such agreements as a replacement "Assets Buyer" (the "Substitute Assets Buyer") for purposes hereof and (ii) such agreement as a replacement "Asset Purchase Agreement" (such agreement and any related agreements, collectively, the "Substitute APA") for purposes hereof if such Substitute Assets Buyer and Substitute APA would not, in the good faith judgment of Parent (as compared with the Company Asset Purchase Agreement and shall the agreements entered into in such notice indicate connection therewith) materially and adversely affect either Parent's rights or obligations hereunder and under the identity agreements executed and delivered in connection herewith (including the voting agreement with CPI and the indemnification agreement and voting agreement with certain stockholders of CPI) or the Company's rights or obligations hereunder (provided that any term or provision of the offeror Substitute APA that creates liabilities or obligations on the part of the Company that will be discharged or satisfied prior to the Closing or will be an Assumed Liability (as defined in the Asset Purchase Agreement) under the Asset Purchase Agreement will not, for purposes of the foregoing, be deemed to materially and adversely affect the material Company's rights or obligations hereunder), taking into account all relevant factors, including the terms and conditions of any such proposal the Substitute APA and thereafter shall keep Parent reasonably informed, on a current basis, the financial position of the status and material terms Substitute Assets Buyer. If the Company should notify Parent that it intends, subject to not receiving a Section 6.2(b) Notice (as hereinafter defined), to terminate the Asset Purchase Agreement pursuant to Section 11.3(a) thereof in order to enter into a Substitute APA pursuant to Section 11.3(a) and, prior to, or at the time of delivery of such proposals notice, provides Parent with a draft of such Substitute APA, Parent will notify the Company (the "Section 6.2(b) Notice") within three business days of such notice (not counting the day of receipt) whether, in the exercise of its good faith judgment, such Substitute APA with the Substitute Assets Buyer would have any of the material adverse effects described above. If Parent does not provide a Section 6.2(b) Notice within such three-day period, Parent shall be deemed to accept the Substitute Assets Buyer and the status of such negotiations or discussions, providing copies to Parent of any Acquisition Proposals made in writingSubstitute APA. The Company shall provide Parent with four business days advance notice of, in each and every case, its intention to either enter into any agreement with or to provide any information to any Person making any such inquiry or proposal. Subject to the provisions of Section 5.02, the Company agrees not to release any third party from, or waive any provisions of, any confidentiality or standstill agreement to which the Company is a party and will use its best efforts to enforce any such agreements at the request of and on behalf of Parent. The Company will inform the individuals or entities referred to in the first sentence of this Section 5.02 of the obligations undertaken in this Section 5.02. The Company also will, at the request of Parent, promptly request each person or entity which has executed, within 12 months prior to the date For purposes of this Agreement, a confidentiality agreement in connection with its consideration upon execution and delivery by the Company of acquiring the Substitute APA, all references herein to the "Assets Purchase" and the "Asset Purchase Agreement" shall become references to such Substitute APA. It is further agreed that the giving by the Company to return or destroy all confidential information heretofore furnished to such person or entity by or on behalf Assets Buyer of the Companynotice that it intends to terminate this Agreement pursuant to Section 8.3(a) in order to enter into a Substitute Merger Agreement (as defined in the Asset Purchase Agreement) and the drafts, documents and information contemplated by Section 8.11(c) of the Asset Purchase Agreement shall not, in and of itself, provide Parent a right to terminate under Section 8.4 of this Agreement.

Acquisition Proposals. (a) The Company agrees that neither it nor any of its Subsidiaries nor any of the officers and directors (other than any directors designated by any of the Novartis Companies) of it or its Subsidiaries shall, and that it shall use its best commercially reasonable efforts to cause its nonstockholder affiliates and the officers, directors and employees of the Company and its Subsidiaries toSubsidiaries’ employees, agents and shall instruct its stockholder affiliates and the representatives and agents of the Company and its Subsidiaries (including, without limitation, including any investment banker, attorney attorney, consultant or accountant (collectively, “Representatives”) retained by the Company or any of its Subsidiaries) to, immediately cease and terminate any existing activities, discussions or negotiations, if any, with any parties (other than Parent and Merger Subsidiary, any affiliate or associate of Parent and Merger Subsidiary or any designees of Parent and Merger Subsidiary) conducted heretofore with respect to any acquisition or exchange of all or any material portion of the assets of, or more than 20% of the equity interest in, the Company or any of its Subsidiaries (by direct purchase from the Company, tender or exchange offer or otherwise) or any business combination, merger or similar transaction (including an exchange of stock or assets) with or involving the Company or any Subsidiary or division of the Company (an "Acquisition Transaction"), other than the Offer and the Merger. Except as set forth in this Section 5.02, the Company shall not, and shall use its best efforts to cause its nonstockholder affiliates and the officers, directors and employees of the Company and its Subsidiaries not to, and shall instruct its stockholder affiliates and the representatives and agents of the Company and its Subsidiaries (including, without limitation, any investment banker, attorney or accountant retained by the Company or any of its Subsidiariesit) not to, directly or indirectly, initiate, solicit or knowingly encourage, solicit, participate in encourage or initiate discussions or negotiations with, or provide any nonpublic information or data (other than the Company's standard public information package) to, any Person or group of Persons (other than Parent and Merger Subsidiary, any affiliate or associate of Parent and Merger Subsidiary or any designees of Parent and Merger Subsidiary) with respect to facilitate any inquiries or the making of any proposal or offer with respect to: (i) a merger, reorganization, share exchange, consolidation or similar transaction involving the Company; (ii) any purchase of any material portion of the equity interest in the Company or of 30% or more of the assets of the Company and its Subsidiaries, taken as a whole; (iii) the adoption by the Company of a plan of liquidation or recapitalization; or (iv) any combination of the foregoing (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 (includingother than any directors designated by any of the Novartis Companies) of it or its Subsidiaries shall, without limitationand that it shall use its commercially reasonable efforts to cause its and its Subsidiaries’ 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 offer or proposal Person relating to the stockholders of the Company) concerning an Acquisition Transaction (an "Acquisition Proposal") , or otherwise knowingly encourage or facilitate any effort or attempt to make or implement an Acquisition Proposal; provided, however, that prior nothing contained in this Agreement shall prevent the Company or the Independent Directors or the Company Board from (x) complying with its disclosure obligations under Sections 14d-9 and 14e-2 of the Exchange Act with regard to an Acquisition Proposal; provided that if such disclosure has the date effect of acceptance for payment withdrawing, modifying or qualifying the Recommendation in a manner adverse to Novartis or the approval of and payment for Shares this Agreement by Merger Subsidiary pursuant the Independent Directors or the Company Board, Novartis shall have the right to the Offer, or, terminate this Agreement to the extent the Minimum Tender Condition is waived pursuant to set forth in Section 1.01(e)9.4 of this Agreement; and (y) at any time prior to, but not after, the date on which the Option is exercised conditions set forth in Section 8.1(a) have been satisfied, (the earliest of such dates is referred to as the "Closing Date"), the Company may furnish A) providing information and access, but only in response to a request for information or access, to any therefor by a Person making a who has made an unsolicited bona fide written fully-financed Acquisition Proposal (which provided, that for the purposes of this Agreement shall mean the receipt of a commitment letter, from a reputable Person capable of financing the transaction, subject only to normal and customary exceptionsSection 7.2(a)(y) all-cash an Acquisition Proposal to must involve the board acquisition of directors in excess of 50% of the Company after the date hereof which was not knowingly encouraged, solicited or initiated by shares of Common Stock) if the Company receives from the Person so requesting such information an executed confidentiality agreement on customary terms; (B) engaging in any negotiations or discussions with any of its affiliates or any director, employee, representative or agent of the Company or any of its Subsidiaries (including, without limitation, any investment banker, attorney or accountant retained by the Company or any of its Subsidiaries) on or after the date hereof and may participate in discussions and negotiate with such Person concerning any such who has made an unsolicited bona fide written fully-financed all-cash Acquisition Proposal and the board of directors of if the Company may modifyreceives from such Person an executed confidentiality agreement as described in (A) above; or (C) withdrawing, amend modifying or withdraw its recommendation relative to qualifying the Offer Recommendation, or the Merger or authorize the Companyrecommending such an Acquisition Proposal, subject to Section 7.02(b), to enter into a binding written agreement concerning a Superior Proposal (as defined below), in each case if and only if, to the extent that (I) in any each such casecase referred to in clause (A), (iB) the board of directors of or (C) above, the Company Board or the Independent Directors, as applicable, determines in good faith, (A) taking into account the reasoned advice of faith after consultation with outside legal counsel that such action is necessary in order for its directors to the Company to the effect that failing to provide such information or access or to participate in such discussions or negotiations or so to authorize or modify, to amend or withdraw such recommendation, as the case may be, is more likely than not to constitute a breach of such board's comply with their fiduciary duties under applicable law, Law and (II) in each case referred to in clause (B) taking into account the advice of financial advisors to or (C) above, the Company to such effectBoard or the Independent Directors, as applicable, determines in good faith (after consultation with its financial advisor and counsel) that such bona fide written all-cash fully-financed Acquisition Proposal, if accepted, is reasonably likely to be consummated, taking into account all financial legal, financial, regulatory and other aspects of the proposal proposal, the likelihood of obtaining financing, and the Person making the proposal and would, if consummated, result in a transaction more favorable to the Company's ’s stockholders from a financial point of view than the transaction contemplated by this Agreement taking into account any change in the proposal proposed by Novartis; and (III) in the case of clause (C), Novartis shall have had written notice of the Company Board’s or the Independent Directors’, as applicable, intention to take the action referred to in clause (C) at least three Business Days prior to the taking of such action by the Company Board or the Independent Directors, as applicable (any such more favorable bona fide written fully-financed all- cash Acquisition Proposal as to which both of the determinations referred to in subclauses (A) and (B) above have been made being is referred to in this Agreement as a "“Superior Proposal"”). (b) The Company agrees that it will immediately cease and cause to be terminated any existing activities, and (ii) the board of directors of the Company receives from the discussions or negotiations with any Person making such bona fide written all-cash fully-financed Acquisition Proposal an executed confidentiality agreement the terms of which are (without regard conducted heretofore with respect to the terms of such any Acquisition Proposal) (A) no less favorable to the Company, and (B) no less restrictive to the Person making such bona fide written all-cash fully-financed Acquisition Proposal than those contained in the Confidentiality Agreement, dated as of December 28, 1999 referring to Parent as the "Recipient" (the "Company Confidentiality Agreement"), between the Company and Parent. The Company agrees that it will take the necessary steps to promptly inform its and its Subsidiaries’ officers and directors (other than any directors designated by any of the Novartis Companies) and their respective Representatives of the obligations undertaken in this Section 7.2. The Company agrees that it will notify Parent Novartis promptly, but in any event within 48 hours 24 hours, if any such inquiries inquiries, proposals or proposals offers are received by, any such information is requested from, or any such discussions or negotiations or discussions are sought to be initiated or continued with, it or any of its Representatives indicating, in connection with such notice, the Company and shall in name of such notice indicate the identity of the offeror Person and the material terms and conditions of any such proposal proposals or offers, and thereafter shall keep Parent reasonably Novartis informed, on a current basis, of any significant changes in the status and material terms of any such proposals and the status of such negotiations or discussions, providing copies to Parent of any Acquisition Proposals made in writingoffers. The Company shall provide Parent with four business days advance notice of, in each agrees promptly to request the return or destruction of all information and every case, its intention to either enter into any agreement with or to provide any information to any Person making any such inquiry or proposal. Subject to the provisions of Section 5.02, the Company agrees not to release any third party from, or waive any provisions of, any confidentiality or standstill agreement to which the Company is a party and will use its best efforts to enforce any such agreements at the request of and on behalf of Parent. The Company will inform the individuals or entities referred to in the first sentence of this Section 5.02 of the obligations undertaken in this Section 5.02. The Company also will, at the request of Parent, promptly request each person or entity which has executed, within 12 months materials provided prior to the date of this AgreementAgreement by it, a confidentiality agreement in connection its affiliates (other than the Novartis Companies) or their respective Representatives with its respect to the consideration or making of acquiring the Company to return or destroy all confidential information heretofore furnished to such person or entity by or on behalf of the Companyany Acquisition Proposal.

Acquisition Proposals. (a) The Company shallagrees that, except as expressly permitted by this Section 7.2, during the period commencing on the date of this Agreement and shall use ending at the Effective Time or such earlier date as this Agreement may be terminated in accordance with its best efforts to cause its nonstockholder affiliates and terms (the officers“Pre-Closing Period”), directors and employees of the Company and its Subsidiaries to, and shall instruct its stockholder affiliates and the representatives and agents of the Company and its Subsidiaries (including, without limitation, any investment banker, attorney or accountant retained by the Company or any of its Subsidiaries) to, immediately cease and terminate any existing activities, discussions or negotiations, if any, with any parties (other than Parent and Merger Subsidiary, any affiliate or associate of Parent and Merger Subsidiary or any designees of Parent and Merger Subsidiary) conducted heretofore with respect to any acquisition or exchange of all or any material portion of the assets of, or more than 20% of the equity interest in, the Company or neither it nor any of its Subsidiaries (by direct purchase from the Company, tender or exchange offer or otherwise) or nor any business combination, merger or similar transaction (including an exchange of stock or assets) with or involving the Company or any Subsidiary or division of the Company (an "Acquisition Transaction"), other than the Offer officers and the Merger. Except as set forth in this Section 5.02, the Company shall notdirectors of it or its Subsidiaries shall, and that it shall use its reasonable best efforts to instruct and cause its nonstockholder affiliates and the its Subsidiaries’ employees, agents, investment bankers, attorneys, accountants and other representatives (such directors, officers, directors employees, agents, investment bankers, attorneys, accountants and employees of the Company and its Subsidiaries not toother representatives, and shall instruct its stockholder affiliates and the representatives and agents of the Company and its Subsidiaries (includingcollectively, without limitation, any investment banker, attorney or accountant retained by the Company or any of its Subsidiaries“Representatives”) not to, directly or indirectly, (i) initiate, solicit or knowingly encourage, solicit, participate in or initiate discussions or negotiations with, or provide any nonpublic information or data (other than the Company's standard public information package) to, any Person or group of Persons (other than Parent and Merger Subsidiary, any affiliate or associate of Parent and Merger Subsidiary or any designees of Parent and Merger Subsidiary) with respect to encourage any inquiries or the making of any proposal or offer that constitutes, or proposal (including, without limitationcould reasonably be expected to lead to, any offer Acquisition Proposal (as defined below) or proposal (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 stockholders purpose of the Company) concerning encouraging or facilitating, an Acquisition Transaction (an "Acquisition Proposal") , or otherwise facilitate knowingly facilitate any effort or attempt to make or implement an Acquisition Proposal; provided, however, that prior to the date of acceptance for payment of and payment for Shares by Merger Subsidiary pursuant to the Offer, or, to the extent the Minimum Tender Condition is waived pursuant to Section 1.01(e), the date on which the Option is exercised (the earliest of such dates is referred to as the "Closing Date"), the Company may furnish information and access, but only in response to a request for information or access, to any Person making a bona fide written fully-financed (which for the . For purposes of this Agreement Agreement, the term “Acquisition Proposal” shall mean the receipt of (i) any proposal or offer for a commitment lettermerger, from a reputable Person capable of financing the transactionconsolidation, subject only to normal and customary exceptions) all-cash Acquisition Proposal to the board of directors of the Company after the date hereof which was not knowingly encourageddissolution, solicited tender offer, recapitalization, joint venture, partnership, reorganization, share exchange, business combination or initiated by similar transaction involving the Company or any of its affiliates Subsidiaries or (ii) any directorproposal or offer to acquire in any manner, employeedirectly or indirectly, representative or agent over 15% of the equity securities of the Company or any of its Subsidiaries or consolidated total assets (including, without limitation, any investment banker, attorney or accountant retained by the Company or any equity securities of its Subsidiaries) on or after of the date hereof and Company, in each case other than the transactions contemplated by this Agreement. Notwithstanding anything to the contrary set forth in this Agreement, prior to, but not after, the time the vote is taken with respect to the adoption of this Agreement at the Company Meeting (the “Specified Time”), the Company may participate (A) provide information in discussions and negotiate with such response to a request therefor by a Person concerning any such who has made an unsolicited bona fide written fully-financed all-cash Acquisition Proposal and the board of directors of the Company may modify, amend or withdraw its recommendation relative to the Offer or the Merger or authorize the Company, subject to Section 7.02(b), to enter into a binding written agreement concerning a Superior Proposal (as defined below)above, but substituting 50% for 15%, except in the case of an asset sale, in which case “all or substantially all” shall be substituted for 15%) that did not result from a breach of this Section 7.2(a) and subject to compliance with Section 7.2(b) if the Company Board receives from the Person so requesting such information an executed confidentiality agreement on terms not less restrictive of the other party than those contained in the Confidentiality Agreement (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 or participate in any negotiations or discussions with any Person who has made such an Acquisition Proposal, if and only ifto the extent that, in any each such casecase referred to in clause (A) or (B), (ix) the board of directors Company Board determines in good faith after consultation with outside legal counsel that failure to take such action would be inconsistent with the fiduciary obligations of the Company Board under applicable Law, and (y) the Company Board determines in good faith, faith (A) taking into account the reasoned advice of after consultation with its outside counsel to the Company to the effect that failing to provide such information or access or to participate in such discussions or negotiations or so to authorize or modify, to amend or withdraw such recommendation, as the case may be, is more likely than not to constitute a breach of such board's fiduciary duties under applicable law, and (Bfinancial advisor) taking into account the advice of financial advisors to the Company to such effect, that such bona fide written all-cash fully-financed Acquisition Proposal, Proposal (1) if accepted, is reasonably likely to be consummated, taking into account all financial legal, financial, regulatory and other aspects of the proposal and the Person making the proposal proposal, and would, if consummated, would result in a transaction more favorable to the Company's stockholders holders of Company Common Stock from a financial point of view than the transaction contemplated by this Agreement (any such more favorable bona fide written fully-financed all- cash Acquisition Proposal as to which both of the determinations referred to in subclauses (A) and (B) above have been made being referred to in this Agreement as a "“Superior Proposal"), and ”) or (ii2) the board of directors of the Company receives from the Person making such bona fide written all-cash fully-financed Acquisition Proposal an executed confidentiality agreement the terms of which are (without regard is reasonably likely to the terms of such Acquisition lead to a Superior Proposal) (A) no less favorable to the Company, and (B) no less restrictive to the Person making such bona fide written all-cash fully-financed Acquisition Proposal than those contained in the Confidentiality Agreement, dated as of December 28, 1999 referring to Parent as the "Recipient" (the "Company Confidentiality Agreement"), between the Company and Parent. The Company will notify Parent within 48 hours if any such inquiries or proposals are received by, any such information is requested from, or any such negotiations or discussions are sought to be initiated or continued with the Company and shall in such notice indicate the identity of the offeror and the material terms and conditions of any such proposal and thereafter shall keep Parent reasonably informed, on a current basis, of the status and material terms of such proposals and the status of such negotiations or discussions, providing copies to Parent of any Acquisition Proposals made in writing. The Company shall provide Parent with four business days advance notice of, in each and every case, its intention to either enter into any agreement with or to provide any information to any Person making any such inquiry or proposal. Subject to the provisions of Section 5.02, the Company agrees not to release any third party from, or waive any provisions of, any confidentiality or standstill agreement to which the Company is a party and will use its best efforts to enforce any such agreements at the request of and on behalf of Parent. The Company will inform the individuals or entities referred to in the first sentence of this Section 5.02 of the obligations undertaken in this Section 5.02. The Company also will, at the request of Parent, promptly request each person or entity which has executed, within 12 months prior to the date of this Agreement, a confidentiality agreement in connection with its consideration of acquiring the Company to return or destroy all confidential information heretofore furnished to such person or entity by or on behalf of the Company.

Acquisition Proposals. The Company shall, and shall use its best efforts to cause its nonstockholder affiliates and the officers, directors and employees (a) Each of the Company and Parent agrees that it shall not, and it shall not permit any of its Subsidiaries or any of the officers and directors of it or its Subsidiaries to, and that it shall instruct direct and cause its stockholder affiliates and the representatives and agents of the Company and its Subsidiaries Subsidiaries’ employees, agents and representatives (including, without limitation, including any investment banker, attorney or accountant retained by the Company or any of its Subsidiaries) to, immediately cease and terminate any existing activities, discussions or negotiations, if any, with any parties (other than Parent and Merger Subsidiary, any affiliate or associate of Parent and Merger Subsidiary or any designees of Parent and Merger Subsidiary) conducted heretofore with respect to any acquisition or exchange of all or any material portion of the assets of, or more than 20% of the equity interest in, the Company or any of its Subsidiaries (by direct purchase from the Company, tender or exchange offer or otherwise) or any business combination, merger or similar transaction (including an exchange of stock or assets) with or involving the Company or any Subsidiary or division of the Company (an "Acquisition Transaction"), other than the Offer and the Merger. Except as set forth in this Section 5.02, the Company shall not, and shall use its best efforts to cause its nonstockholder affiliates and the officers, directors and employees of the Company and its Subsidiaries not to, and shall instruct its stockholder affiliates and the representatives and agents of the Company and its Subsidiaries (including, without limitation, any investment banker, attorney or accountant retained by the Company it or any of its Subsidiaries) not to, directly or indirectly, knowingly encourageinitiate, solicit, participate in encourage or initiate discussions or negotiations with, or provide any nonpublic information or data (other than the Company's standard public information package) to, any Person or group of Persons (other than Parent and Merger Subsidiary, any affiliate or associate of Parent and Merger Subsidiary or any designees of Parent and Merger Subsidiary) with respect to otherwise knowingly facilitate any inquiries or the making by any third party of any proposal or offer with respect to a purchase, merger, reorganization, share exchange, consolidation, amalgamation, arrangement or similar transaction involving any material portion of the consolidated assets of the Company or Parent or fifteen percent (15%) or more of any equity securities of the Company or Parent (any such proposal or offer being hereinafter referred to as an “Acquisition Proposal”). Each of the Company and Parent further agrees that neither it nor any of its Subsidiaries nor any of the officers and directors of it or its Subsidiaries shall, and that it shall direct and cause its and its Subsidiaries’ employees, agents and representatives (includingincluding any investment banker, without limitationattorney 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 offer or proposal Person relating to the stockholders of the Company) concerning an Acquisition Transaction (an "Acquisition Proposal") , or otherwise knowingly facilitate any effort or attempt to make or implement an Acquisition Proposal; provided, however, that prior nothing contained in this Agreement shall prevent the Company or Parent, or their respective Board of Directors, from (A) complying with Rule 14a-9, Rule 14d-9 or Rule 14e-2 promulgated under the Exchange Act with regard to an Acquisition Proposal and, in the date case of acceptance for payment the Company and its Board of Directors, from complying with Section 99 of the Ontario Securities Act and payment for Shares similar provisions of the securities Laws of each of the other provinces and territories of Canada or from calling and holding a meeting of the Company Common Shareholders requisitioned by Merger Subsidiary pursuant to the Offer, or, to the extent the Minimum Tender Condition is waived such shareholders pursuant to Section 1.01(e)143 of the CBCA; (B) at any time before, the date on which the Option is exercised (the earliest of such dates is referred to as the "Closing Date")but not after, the Company may furnish Meeting, in the case of the Company, or the Parent Meeting, in the case of Parent, is convened, providing information and access, but only in response to a request for information or access, to any therefor by a Person making a who has made an unsolicited bona fide written fully-financed (which for the purposes of this Agreement shall mean the receipt of a commitment letter, from a reputable Person capable of financing the transaction, subject only to normal and customary exceptions) all-cash Acquisition Proposal to if the board Board of directors of the Company after the date hereof which was not knowingly encouraged, solicited or initiated by the Company or any of its affiliates or any director, employee, representative or agent Directors of the Company or any of its Subsidiaries (including, without limitation, any investment banker, attorney or accountant retained by the Company or any of its Subsidiaries) on or after the date hereof and may participate in discussions and negotiate with such Person concerning any such bona fide written fully-financed all-cash Acquisition Proposal and the board of directors of the Company may modify, amend or withdraw its recommendation relative to the Offer or the Merger or authorize the Company, subject to Section 7.02(b), to enter into a binding written agreement concerning a Superior Proposal (as defined below), if and only if, in any such case, (i) the board of directors of the Company determines in good faith, (A) taking into account the reasoned advice of outside counsel to the Company to the effect that failing to provide such information or access or to participate in such discussions or negotiations or so to authorize or modify, to amend or withdraw such recommendationParent, as the case may be, is more likely than not receives from the Person so requesting such information an executed confidentiality agreement on terms substantially similar to constitute a breach those contained in the Confidentiality Agreement (as defined in Section 6.7); (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 or the stockholders of Parent, as the case may be, if and only to the extent that, (i) in each such board's case referred to in clause (B), (C) or (D) above, the Board of Directors of the Company or Parent, as the case may be, determines in good faith after consultation with outside legal counsel that failure to do so would be inconsistent with its fiduciary duties under applicable law, Law and (Bii) taking into account in each case referred to in clause (C) or (D) above, the advice Board of financial advisors to Directors of the Company to such effector Parent, as the case may be, determines in good faith (after consultation with its financial advisor) that such bona fide written all-cash fully-financed 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 could, in the case of (C), and would, in the case of (D), if consummated, result in a transaction more favorable to the Company's shareholders of the Company or the stockholders of Parent, as the case may be, from a financial point of view than the transaction transactions contemplated by this Agreement and the Arrangement (any such more favorable bona fide written fully-financed all- cash Acquisition Proposal being referred to as to which both a “Superior Proposal”). Each of the determinations Company and Parent shall immediately cease and cause to be terminated any existing activities, discussions or negotiations with any parties conducted heretofore with respect to any Acquisition Proposal. Each of the Company and Parent shall take the necessary steps to promptly inform the individuals or entities referred to in subclauses (A) and (B) above have been made being referred to the first sentence hereof of the obligations undertaken in this Agreement as a "Superior Proposal"), and (ii) the board of directors Section 3.2. Each of the Company receives from and Parent shall notify Parent, in the Person making such bona fide written all-cash fully-financed Acquisition Proposal an executed confidentiality agreement the terms case of which are (without regard to the terms of such Acquisition Proposal) (A) no less favorable to the Company, and (B) no less restrictive to the Person making such bona fide written all-cash fully-financed Acquisition Proposal than those contained Company, in the Confidentiality Agreementcase of Parent, dated as of December 28, 1999 referring to Parent as the "Recipient" promptly (the "Company Confidentiality Agreement"), between the Company and Parent. The Company will notify Parent but in any event within 48 hours 24 hours) if any such inquiries inquiries, proposals or proposals offers are received by, any such information is requested from, or any such discussions or negotiations or discussions are sought to be initiated or continued with, any of its representatives, indicating, in connection with such notice, the Company and shall in name of such notice indicate the identity of the offeror Person and the material terms and conditions of any such proposal proposals or offers and thereafter shall keep Parent reasonably Parent, in the case of the Company, and the Company, in the case of Parent, informed, on a current basis, of the status and material terms of any such proposals or offers and the status of any such negotiations discussions or discussions, providing copies to negotiations. (b) Each of Parent of any Acquisition Proposals made in writing. The and the Company shall provide Parent with four business days advance notice of, in each and every case, its intention to either enter into any agreement with or to provide any information to any Person making any such inquiry or proposal. Subject to the provisions of Section 5.02, the Company agrees not to release any third party from, or waive any provisions of, any confidentiality or standstill agreement to which the Company is a party and will use its best efforts to enforce any such agreements at the request of and on behalf of Parent. The Company will inform the individuals or entities referred to in the first sentence of this Section 5.02 of the obligations undertaken in this Section 5.02. The Company also will, at the request of Parent, promptly request each person or entity which Person that has executed, within 12 months prior to the date of this Agreement, heretofore executed a confidentiality agreement in connection with its consideration of acquiring the Company it or any of its Subsidiaries to return or destroy all confidential information heretofore furnished to such person or entity Person by or on behalf of it or any of its Subsidiaries. Neither Parent nor the Company shall terminate, amend, modify or waive any provision of any confidentiality or standstill or similar agreement to which the Company, Parent or any of their respective Subsidiaries is a party. Each of Parent and the Company shall enforce, to the fullest extent permitted under applicable Law, the provisions of any such agreements, including using reasonable best efforts to obtain injunctions to prevent any breaches of such agreements and to enforce specifically the terms and provisions thereof in any court having jurisdiction.

Acquisition Proposals. The Company agrees that neither the --------------------- Company nor any of its subsidiaries nor any of the respective officers and directors of the Company or its subsidiaries shall, and that it shall direct and use its best efforts to cause its nonstockholder affiliates employees, agents and the officers, directors and employees of the Company and its Subsidiaries to, and shall instruct its stockholder affiliates and the representatives and agents of the Company and its Subsidiaries (including, without limitation, any investment banker, attorney or accountant retained by the Company or any of its Subsidiariessubsidiaries) not to, immediately cease and terminate any existing activitiesinitiate, discussions solicit or negotiationsencourage, if any, with any parties (other than Parent and Merger Subsidiarydirectly or indirectly, any affiliate inquiries or associate the making of Parent and Merger Subsidiary any proposal or offer (including, without limitation, any designees proposal or offer to shareholders of Parent and Merger Subsidiarythe Company) conducted heretofore with respect to a merger, consolidation, share exchange or similar transaction involving, or any acquisition or exchange purchase of all or any material portion 15% or more of the assets of, or more than 20% of the equity interest insecurities of, the Company or any of its Subsidiaries subsidiaries (by direct purchase from the Company, tender any such proposal or exchange offer or otherwise) or any business combination, merger or similar transaction (including an exchange of stock or assets) with or involving the Company or any Subsidiary or division of the Company (being hereinafter referred to as an "Acquisition Transaction----------- Proposal"), other than ) (it being understood that the Offer initial press release relating to this -------- Agreement and the Merger. Except as set forth in this Section 5.02transactions contemplated hereby shall not be deemed an initiation, solicitation or encouragement of an Acquisition Proposal.) The Company further agrees that neither it nor any of its subsidiaries nor any of the Company shall notofficers and directors of it or its subsidiaries, shall, and that it shall direct and use its best efforts to cause its nonstockholder affiliates employees, agents and the officers, directors and employees of the Company and its Subsidiaries not to, and shall instruct its stockholder affiliates and the representatives and agents of the Company and its Subsidiaries (including, without limitation, any investment banker, attorney or accountant retained by the Company it or any of its Subsidiariessubsidiaries) not to, directly or indirectly, knowingly encourage, solicit, participate engage in or initiate discussions or any negotiations withconcerning, or provide any nonpublic confidential information or data (other than the Company's standard public information package) to, or have any Person or group of Persons (other than Parent and Merger Subsidiarydiscussions with, any affiliate or associate of Parent and Merger Subsidiary or any designees of Parent and Merger Subsidiary) with respect person relating to any inquiries or the making of any offer or proposal (including, without limitation, any offer or proposal to the stockholders of the Company) concerning an Acquisition Transaction (an "Acquisition Proposal") , or otherwise knowingly facilitate any effort or attempt to make or implement an Acquisition Proposal; provided, however, that prior to the date of acceptance for payment of and payment for Shares by Merger Subsidiary pursuant to the Offer, or, to the extent the Minimum Tender Condition is waived pursuant to Section 1.01(e), the date on which the Option is exercised (the earliest of such dates is referred to as the "Closing Date"), nothing contained in -------- ------- this Agreement shall prevent the Company may furnish 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 and access, but only in response to a request for information or access, to any therefor by a Person making a who has made an unsolicited bona fide written fullyAcquisition Proposal if the Board of Directors obtains from the Person so requesting such information an executed confidentiality agreement containing material terms no more favorable to a third-financed party than those contained in the Confidentiality Agreement (which for the purposes of this Agreement shall mean the receipt of a commitment letter, from a reputable as defined in Section 3.4); (C) engaging in any negotiations or discussions with any Person capable of financing the transaction, subject only to normal and customary exceptionswho has made an unsolicited bona fide written Acquisition Proposal; or (D) all-cash recommending such an Acquisition Proposal to the board of directors shareholders of the Company after the date hereof which was not knowingly encouraged, solicited or initiated by the Company or any of its affiliates or any director, employee, representative or agent of the Company or any of its Subsidiaries (including, without limitation, any investment banker, attorney or accountant retained by the Company or any of its Subsidiaries) on or after the date hereof and may participate in discussions and negotiate with such Person concerning any such bona fide written fully-financed all-cash Acquisition Proposal and the board of directors of the Company may modify, amend or withdraw its recommendation relative to the Offer or the Merger or authorize the Company, subject to Section 7.02(b), to enter into a binding written agreement concerning a Superior Proposal (as defined below), if and only ifto the extent that, in any each such casecase referred to in clause (B), (iC) or (D) above, the board Board of directors Directors of the Company determines (i) in good faith, (A) taking into account the reasoned advice of after consultation with outside counsel counsel, that such action is necessary in order for its directors to the Company to the effect that failing to provide such information or access or to participate in such discussions or negotiations or so to authorize or modify, to amend or withdraw such recommendation, as the case may be, is more likely than not to constitute a breach of such board's comply with their respective fiduciary duties under applicable law, and (Bii) taking into account the advice of financial advisors to the Company to such effectin good faith, that such bona fide written all-cash fully-financed Acquisition Proposal, if accepted, is reasonably likely to be consummated, taking into account all appropriate legal, financial and regulatory aspects of the proposal and the Person making the proposal and would(iii) in good faith, after consultation with an investment banking firm of national standing, that such Acquisition Proposal is reasonably likely, if consummated, to result in a transaction more favorable to the Company's stockholders shareholders from a financial point of view than the transaction contemplated by this Agreement (any such more favorable bona fide written fully-financed all- cash Acquisition Proposal as to which both of the determinations referred to in subclauses (A) and (B) above have been made being referred to in this Agreement as a "Superior Proposal"). The Company will immediately cease ----------------- and cause to be terminated any existing activities, and (ii) the board of directors discussions or negotiations with any parties conducted heretofore with respect to any of the foregoing. The Company receives from will take the Person making such bona fide written all-cash fully-financed Acquisition Proposal an executed confidentiality agreement necessary steps to inform the terms of which are (without regard individuals or entities referred to the terms of such Acquisition Proposal) (A) no less favorable to the Company, and (B) no less restrictive to the Person making such bona fide written all-cash fully-financed Acquisition Proposal than those contained in the Confidentiality Agreement, dated as first sentence hereof of December 28, 1999 referring to Parent as the "Recipient" (the "Company Confidentiality Agreement"), between the Company and Parentobligations undertaken in this Section 3.2. The Company will notify Parent within 48 hours Purchaser immediately if any such inquiries or proposals are received by, any such information is requested from, or any such negotiations or discussions are sought to be initiated or continued with the Company and shall in such notice indicate the identity or any of its representatives. The Company will further identify the offeror and the material terms and conditions furnish to Purchaser a copy of any such proposal and thereafter shall keep Parent reasonably informed, on a current basis, of the status and material terms of such proposals and the status of such negotiations or discussions, providing copies to Parent of any Acquisition Proposals made in writing. The Company shall provide Parent with four business days advance notice of, in each and every case, its intention to either enter into any agreement with or to provide any information to any Person making any such inquiry or proposal. Subject to the provisions of Section 5.02, the Company agrees not to release any third party fromif it is in writing, or waive any provisions of, any confidentiality or standstill agreement to which shall inform Purchaser of the Company is a party and will use its best efforts to enforce material terms of any such agreements at the request inquiry or proposal, if it is oral, and shall promptly advise Purchaser of and on behalf of Parent. The Company will inform the individuals any material development relating to such inquiry or entities referred to in the first sentence of this Section 5.02 of the obligations undertaken in this Section 5.02proposal. The Company also will, at the request of Parent, will promptly request each person or entity which has executed, within 12 months prior to the date of this Agreement, heretofore executed a confidentiality agreement in connection with its consideration of acquiring the Company to return or destroy all confidential information heretofore furnished to such person or entity by or on behalf of the Company.

Acquisition Proposals. The Company shall, and shall use (a) Stratex agrees that neither it nor any of its best efforts to cause its nonstockholder affiliates and the Subsidiaries nor any of their respective officers, directors directors, employees, agents and employees of the Company and its Subsidiaries torepresentatives (any such Persons, and shall instruct its stockholder affiliates and the representatives and agents of the Company and its Subsidiaries (including, without limitation, including any investment banker, attorney or accountant retained by accountant, a “Representative”) shall, directly or indirectly, initiate, solicit, encourage or facilitate any inquiries or the Company making or implementation of any of its Subsidiaries) to, immediately cease and terminate any existing activities, discussions proposal or negotiations, if any, with any parties (other than Parent and Merger Subsidiary, any affiliate or associate of Parent and Merger Subsidiary or any designees of Parent and Merger Subsidiary) conducted heretofore offer with respect to (i) a merger, consolidation, share exchange, reorganization or other business combination transaction involving Stratex, (ii) any acquisition of any equity or exchange of all or any material portion of the assets of, or more than 20% of the equity interest in, the Company other ownership interests in Stratex or any of its Subsidiaries (by direct purchase from representing, in the Companyaggregate, tender 15% or exchange offer more of the total voting power or otherwise) economic interest of all of the outstanding equity or any business combination, merger other ownership interest in Stratex or similar transaction (including an exchange economic interest of stock or assets) with or involving the Company or equivalent value in any Subsidiary of Stratex or division (iii) any acquisition of the Company (an "Acquisition Transaction"), other than the Offer and the Merger. Except as set forth in this Section 5.02, the Company shall not, and shall use its best efforts to cause its nonstockholder affiliates and the officers, directors and employees assets of the Company and its Subsidiaries not to, and shall instruct its stockholder affiliates and the representatives and agents of the Company and its Subsidiaries (including, without limitation, any investment banker, attorney or accountant retained by the Company Stratex or any of its Subsidiaries representing 15% or more of the total assets of Stratex and its Subsidiaries) not to, taken as a whole (any such inquiry, proposal or offer being hereinafter referred to as an “Acquisition Proposal”). Stratex further agrees that neither it nor any of its Subsidiaries nor any of their respective Representatives shall, directly or indirectly, knowingly encourageprovide any confidential or non public information or data to, solicit, or engage or participate in or initiate any discussions or negotiations with, or provide any nonpublic information or data (other than the Company's standard public information package) to, any Person or group of Persons (other than Parent and Merger Subsidiary, any affiliate or associate of Parent and Merger Subsidiary or any designees of Parent and Merger Subsidiary) with respect relating to any inquiries or the making of any offer or proposal (including, without limitation, any offer or proposal to the stockholders of the Company) concerning an Acquisition Transaction (an "Acquisition Proposal") , or otherwise knowingly encourage or facilitate any effort or attempt by any Person, in each case, other than Hxxxxx, Newco or Merger Sub, to make or implement an Acquisition Proposal; provided, however, that prior nothing contained in this Agreement shall prevent Stratex or the Stratex Board from (i) complying with its disclosure obligations under Sections 14d-9 and 14e-2 of the Exchange Act and the rules thereunder with regard to an Acquisition Proposal or making any disclosures to holders of Stratex Common Stock that the Stratex Board determines in good faith (after consultation with outside counsel) that the Stratex Board is required to make in order to comply with its fiduciary duties to the date holders of acceptance for payment Stratex Common Stock under the DGCL (but if any disclosure made to effect such compliance has the substantive effect of and payment for Shares by Merger Subsidiary pursuant withdrawing, or modifying or qualifying in any manner adverse to Hxxxxx, the OfferBoard Recommendation or Board Approval or recommending or approving another Acquisition Proposal (each, ora “Change In Recommendation”), Hxxxxx shall have the right to the extent the Minimum Tender Condition is waived terminate this Agreement pursuant to Section 1.01(e11.1(c)) or (ii) at any time prior to, but not after, the date on which the Option Stratex Requisite Vote is exercised obtained: (the earliest of such dates is referred to as the "Closing Date"), the Company may furnish A) providing confidential or non public information and access, but only in response to a request for information or access, to any therefor by a Person making a who has made an unsolicited bona fide written fully-financed Acquisition Proposal (assuming, for this purpose only, that all references to “15% or more” in the definition of such term were changed to “a majority”) which for the purposes did not result from a breach of this Agreement shall mean Section 9.1 (a “Qualifying Acquisition Proposal”); (B) engaging or participating in any discussions or negotiations with any Person who has made a Qualifying Acquisition Proposal; or (C) approving or recommending to the receipt holders of shares of Stratex Common Stock a commitment letterQualifying Acquisition Proposal (or agreeing to take any such action), if and only to the extent that, (1) in the case of any action described in clause (A), (B) or (C) above, after consulting with outside legal counsel the Stratex Board determines in good faith that failing to take such action would constitute a breach by the directors of Stratex of their fiduciary duties under applicable Law; (2) prior to taking any action described in clause (A) or (B) above, Stratex and the other Person referred to in such clauses execute and deliver a written confidentiality agreement on terms substantially similar to those contained in the Confidentiality Agreement; (3) in the case of any action described in clause (B) or (C) above, the Stratex Board determines in good faith and after consulting with its financial advisors and outside counsel that the Qualifying Acquisition Proposal referred to in such clauses is (x) more favorable from a reputable Person capable financial point of financing view to Stratex’s stockholders than the transaction, subject only Transactions after taking into account any Revised Terms offered by Hxxxxx before such action is taken and all other relevant factors (including but not limited to normal and customary exceptions) all-cash the probability that such Qualifying Acquisition Proposal will be consummated and the time required to the board of directors of the Company after the date hereof which was not knowingly encouragedeffect such consummation) and (y) reasonably likely to be consummated taking into account all legal, solicited or initiated by the Company or any of its affiliates or any directorfinancial, employee, representative or agent of the Company or any of its Subsidiaries regulatory (including, without limitation, any investment banker, attorney antitrust or accountant retained by the Company competition approvals or any of its Subsidiariesnon objections) on or after the date hereof and may participate in discussions and negotiate with such Person concerning other relevant factors (any such bona fide written fully-financed all-cash Qualifying Acquisition Proposal and the board of directors of the Company may modifyProposal, amend or withdraw its recommendation relative to the Offer or the Merger or authorize the Company, subject to Section 7.02(b), to enter into a binding written agreement concerning a “Superior Proposal (as defined below), if and only ifProposal”) or, in any such case, (i) the board case of directors of the Company determines in good faith, clause (A) taking into account the reasoned advice of outside counsel to the Company to the effect that failing to provide such information or access or to participate in such discussions or negotiations or so to authorize or modify, to amend or withdraw such recommendation, as the case may be, is more likely than not to constitute a breach of such board's fiduciary duties under applicable law, and clause (B) taking into account the advice of financial advisors to the Company to such effect, that such bona fide written all-cash fully-financed Acquisition Proposal, if acceptedonly, is reasonably likely to be consummated, lead to a Superior Proposal; (4) before taking into account all financial aspects any of the proposal and the Person making the proposal and would, if consummated, result actions described in a transaction more favorable to the Company's stockholders from a financial point of view than the transaction contemplated by this Agreement (any such more favorable bona fide written fully-financed all- cash Acquisition Proposal as to which both of the determinations referred to in subclauses (A) and clause (B) above or (C) above, Stratex shall have been made being referred provided written notice to Hxxxxx of Stratex’s or the Stratex Board’s intention to take such action, at least five (5) Business Days (in this Agreement as a "Superior Proposal"), and (ii) the board of directors case of the Company receives from the Person making such bona fide written all-cash fully-financed first Qualifying Acquisition Proposal an executed confidentiality agreement made by such Person) or one (1) Business Day (in the terms case of which are (without regard to the terms of such Acquisition Proposal) (A) no less favorable to the Company, and (B) no less restrictive to the Person making such bona fide written all-cash fully-financed any subsequent Qualifying Acquisition Proposal than those contained in made by such Person) shall have elapsed since the Confidentiality Agreement, dated as of December 28, 1999 referring to Parent as the "Recipient" (the "Company Confidentiality Agreement"), between the Company and Parent. The Company will notify Parent within 48 hours if any such inquiries or proposals are date on which Hxxxxx received by, any such information is requested from, or any such negotiations or discussions are sought to be initiated or continued with the Company and shall in such notice indicate the identity of the offeror and the material terms and conditions of any such proposal and thereafter Stratex shall keep Parent reasonably informed, on a current basis, of the status and material terms of such proposals and the status of such negotiations or discussions, providing copies to Parent of any Acquisition Proposals made in writing. The Company shall provide Parent have complied with four business days advance notice of, in each and every case, its intention to either enter into any agreement with or to provide any information to any Person making any such inquiry or proposal. Subject to the provisions of Section 5.02, 9.1(c). Any determination required or permitted to be made by the Company agrees not to release any third party from, or waive any provisions of, any confidentiality or standstill agreement to which the Company is a party and will use its best efforts to enforce any such agreements at the request of and on behalf of Parent. The Company will inform the individuals or entities referred to in the first sentence of this Section 5.02 of the obligations undertaken in this Section 5.02. The Company also will, at the request of Parent, promptly request each person or entity which has executed, within 12 months prior to Stratex Board after the date of this AgreementAgreement under this Agreement shall be sufficient if approved by a majority of the total number of members thereof at a meeting duly called and held and at which a quorum was present and acting throughout. (b) Stratex agrees that it will immediately cease and cause to be terminated any existing activities, discussions or negotiations with any Person conducted heretofore with respect to any Acquisition Proposal. Stratex will promptly request each Person that has heretofore executed a confidentiality agreement in connection with its consideration of acquiring the Company a transaction with Stratex to return or destroy all confidential information heretofore furnished prior to the execution of this Agreement to or for the benefit of such person or entity Person by or on behalf of Stratex or any of its Subsidiaries and to destroy all summaries, analyses or extracts of or based upon such information in the Companypossession of such Person or any of its Representatives. Stratex agrees that it will take the necessary steps to promptly inform its Representatives of the obligations undertaken in this Section 9.1. None of Stratex or any of its Subsidiaries will waive any provision of any confidentiality or standstill agreement to which it is a party without the prior written consent of Hxxxxx. (c) Stratex agrees that it will notify Hxxxxx as promptly as practicable (and, in any event, within 24 hours) if any inquiries, proposals or offers with respect to any Acquisition Proposal or potential Acquisition Proposal are received by, any information relating thereto is requested from, or any discussions or negotiations relating thereto are sought to be initiated or continued with, it or any of its Representatives, indicating, in connection with such notice, the name of such Person and the material terms and conditions of any proposal or offer and thereafter shall keep Hxxxxx informed, on a current basis, as to the status and terms of any such proposal or offer and the status of any such discussions or negotiations. Stratex also agrees to provide any information to Hxxxxx that it is providing to another Person pursuant to this Section 9.1 at the same time it provides it to such other Person. Stratex agrees that during the five- and one-Business Day periods described in subclause (4) of clause (ii) of the proviso in Section 9.1 and in Section 9.2, Stratex shall negotiate in good faith with Hxxxxx with respect to any revisions to the terms of the transactions contemplated by this Agreement proposed by Hxxxxx. Any such revisions which Hxxxxx offers in writing to make which, if accepted by Stratex, would be legally binding on the parties to this Agreement are referred to herein as “Revised Terms”. Stratex agrees that any material amendment to any Qualifying Acquisition Proposal will be deemed to be a new Qualifying Acquisition Proposal for purposes of this Section 9.1 and Section 9.2.

Acquisition Proposals. The From the date hereof until the termination hereof, Company shalland Company Subsidiaries will not, and shall use its best efforts to will cause its nonstockholder affiliates and the their respective officers, directors and directors, employees of the Company and its Subsidiaries to, and shall instruct its stockholder affiliates and the representatives and or other agents of the Company and its Subsidiaries (including, without limitation, any investment bankerbankers, attorney attorneys or accountant retained by the Company or any of its Subsidiaries) to, immediately cease and terminate any existing activities, discussions or negotiations, if any, with any parties (other than Parent and Merger Subsidiary, any affiliate or associate of Parent and Merger Subsidiary or any designees of Parent and Merger Subsidiary) conducted heretofore with respect to any acquisition or exchange of all or any material portion of the assets of, or more than 20% of the equity interest in, the Company or any of its Subsidiaries (by direct purchase from the Company, tender or exchange offer or otherwise) or any business combination, merger or similar transaction (including an exchange of stock or assets) with or involving the Company or any Subsidiary or division of the Company (an "Acquisition Transaction"), other than the Offer and the Merger. Except as set forth in this Section 5.02, the Company shall not, and shall use its best efforts to cause its nonstockholder affiliates and the officers, directors and employees of the Company and its Subsidiaries not to, and shall instruct its stockholder affiliates and the representatives and agents of the Company and its Subsidiaries (including, without limitation, any investment banker, attorney or accountant retained by the Company or any of its Subsidiariesaccountants) not to, directly or indirectly, knowingly (i) solicit, initiate, encourage, solicitenter into any agreement or otherwise facilitate any offer or proposal for, participate or any indication of interest in, a merger or other business combination involving Company or the acquisition of any equity interest in, or a substantial portion of the assets of Company or any transaction that would conflict with or interfere with consummation of the transactions contemplated by this Agreement, other than the transactions contem plated by this Agreement and other than the sale of the hospital in Kirkland, Washington and the sale of real estate and buildings relating to hospitals formerly operated by Company or a Company Subsidiary or real property set forth on Schedule 8.2 at hospitals presently operated by Company or a Company Subsidiary (any such proposal being an "Acquisition Proposal" and any such acquisition or transaction being an "Acquisition Transaction"), or (ii) engage in or initiate continue discussions or negotiations with, or provide disclose any nonpublic information relating to Company or data (other than the Company's standard public information package) Company Subsidiaries, respectively, or afford access to their respective properties, books or records to, any Person person that may be considering making, or group of Persons (other than Parent and Merger Subsidiaryhas made, any affiliate or associate of Parent and Merger Subsidiary or any designees of Parent and Merger Subsidiary) with respect to any inquiries or the making of any offer or proposal (including, without limitation, any offer or proposal to the stockholders of the Company) concerning an Acquisition Transaction (an "Acquisition Proposal") , or otherwise knowingly facilitate any effort or attempt to make or implement an Acquisition Proposal; provided. Notwithstanding the foregoing, however, that prior nothing contained in this Section 8.2 shall prohibit Company and its Board of Directors from (i) taking and disclosing a position with respect to the date of acceptance for payment of and payment for Shares a tender offer by Merger Subsidiary a third party pursuant to Rules 14d-9 and 14e-2(a) promulgated by the OfferSEC under the Exchange Act, oror (ii) furnishing information to, or entering into negotiations with, any person or entity that makes an unsolicited bona fide written proposal to acquire Company pursuant to a merger, consolidation, share exchange, purchase of a substantial portion of the assets, business combination or other similar transaction, if, and only to the extent the Minimum Tender Condition is waived pursuant to Section 1.01(e), the date on which the Option is exercised (the earliest of such dates is referred to as the "Closing Date"), the Company may furnish information and access, but only in response to a request for information or access, to any Person making a bona fide written fully-financed (which for the purposes of this Agreement shall mean the receipt of a commitment letter, from a reputable Person capable of financing the transaction, subject only to normal and customary exceptions) all-cash Acquisition Proposal to the board of directors of the Company after the date hereof which was not knowingly encouraged, solicited or initiated by the Company or any of its affiliates or any director, employee, representative or agent of the Company or any of its Subsidiaries (including, without limitation, any investment banker, attorney or accountant retained by the Company or any of its Subsidiaries) on or after the date hereof and may participate in discussions and negotiate with such Person concerning any such bona fide written fully-financed all-cash Acquisition Proposal and the board of directors of the Company may modify, amend or withdraw its recommendation relative to the Offer or the Merger or authorize the Company, subject to Section 7.02(b), to enter into a binding written agreement concerning a Superior Proposal (as defined below), if and only if, in any such casethat, (i) the board Company's Board of directors of the Company determines Directors concludes in good faith, faith (Aafter consultation with its financial advisors) taking into account the reasoned advice of outside counsel to the Company to the effect that failing to provide such information or access or to participate in such discussions or negotiations or so to authorize or modify, to amend or withdraw such recommendation, as the case may be, is more likely than not to constitute a breach of such board's fiduciary duties under applicable law, and (B) taking into account the advice of financial advisors to the Company to such effect, that such bona fide written all-cash fully-financed Acquisition Proposal, if accepted, Proposal is reasonably likely to be consummatedcapable of being completed, taking into account all legal, financial and other aspects of the proposal and the Person person or entity making the proposal proposal, and would, if consummated, result in a transaction more favorable to the Company's stockholders from a financial point of view than the transaction contemplated by this Agreement (any such more favorable bona fide written fully-financed all- cash Acquisition Proposal as to which both of the determinations referred to in subclauses (A) and (B) above have been made being referred to in this Agreement as a "Superior Proposal"), ) and (ii) such Board of Directors determines in good faith upon advice of counsel that such action is required for the board Board of directors Directors to comply with its fiduciary duties to stockholders imposed by law. Company agrees that it will immediately cease and cause to be terminated any existing activities, discussions or negotiations with any parties conducted heretofore with respect to any Acquisition Proposal. 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 8.2. Company receives from the Person making such bona fide written all-cash fully-financed Acquisition Proposal an executed confidentiality agreement the terms of which are (without regard to the terms of such Acquisition Proposal) (A) no less favorable to the Company, and (B) no less restrictive to the Person making such bona fide written all-cash fully-financed Acquisition Proposal than those contained in the Confidentiality Agreement, dated as of December 28, 1999 referring to Parent as the "Recipient" (the "Company Confidentiality Agreement"), between the Company and Parent. The Company agrees that it will notify Parent within 48 hours promptly if any such inquiries proposals or proposals offers are received by, any such information is requested from, or any such discussions or negotiations or discussions are sought to be initiated or continued with, any of its representatives indicating, in connection with such notice, the Company and shall in name of such notice indicate the identity of the offeror person and the material terms and conditions of any such proposal proposals or offers and thereafter shall keep Parent reasonably informed, on a current basis, of the status and material terms of any such proposals or offers and the status of such negotiations or discussions, providing copies to Parent of any Acquisition Proposals made in writing. The Company shall provide Parent with four business days advance notice of, in each and every case, its intention to either enter into any agreement with or to provide any information to any Person making any such inquiry discussions or proposalnegotiations. Subject to the provisions of Section 5.02, the Company agrees not to release any third party from, or waive any provisions of, any confidentiality or standstill agreement to which the Company is a party and will use its best efforts to enforce any such agreements at the request of and on behalf of Parent. The Company will inform the individuals or entities referred to in the first sentence of this Section 5.02 of the obligations undertaken in this Section 5.02. The Company also will, at the request of Parent, agrees that it will promptly request that each person or entity which that has executed, within 12 months prior to the date of this Agreement, heretofore executed a confidentiality agreement in connection with its consideration of acquiring the Company any Acquisition Proposal to return or destroy all confidential information heretofore furnished to such person or entity Person by or on behalf of the CompanyCompany or any of its subsidiaries.

Acquisition Proposals. The From the date hereof until the termination hereof, Company shalland Company Subsidiaries will not, and shall use its best efforts to will cause its nonstockholder affiliates and the their respective officers, directors and directors, employees of the Company and its Subsidiaries to, and shall instruct its stockholder affiliates and the representatives and or other agents of the Company and its Subsidiaries (including, without limitation, any investment bankerbankers, attorney attorneys or accountant retained by the Company or any of its Subsidiaries) to, immediately cease and terminate any existing activities, discussions or negotiations, if any, with any parties (other than Parent and Merger Subsidiary, any affiliate or associate of Parent and Merger Subsidiary or any designees of Parent and Merger Subsidiary) conducted heretofore with respect to any acquisition or exchange of all or any material portion of the assets of, or more than 20% of the equity interest in, the Company or any of its Subsidiaries (by direct purchase from the Company, tender or exchange offer or otherwise) or any business combination, merger or similar transaction (including an exchange of stock or assets) with or involving the Company or any Subsidiary or division of the Company (an "Acquisition Transaction"), other than the Offer and the Merger. Except as set forth in this Section 5.02, the Company shall not, and shall use its best efforts to cause its nonstockholder affiliates and the officers, directors and employees of the Company and its Subsidiaries not to, and shall instruct its stockholder affiliates and the representatives and agents of the Company and its Subsidiaries (including, without limitation, any investment banker, attorney or accountant retained by the Company or any of its Subsidiariesaccountants) not to, directly or indirectly, knowingly (i) solicit, initiate, encourage, solicitenter into any agreement or otherwise facilitate any offer or proposal for, participate or any indication of interest in, a merger or other business combination involving Company or the acquisition of any equity interest in, or a substantial portion of the assets of Company or any transaction that would conflict with or interfere with consummation of the transactions contemplated by this Agreement, other than the transactions contemplated by this Agreement and other than the sale of the hospital in Kirkland, Washington and the sale of real estate and buildings relating to hospitals formerly operated by Company or a Company Subsidiary or real property set forth on Schedule 8.2 at hospitals presently operated by Company or a Company Subsidiary (any such proposal being an "Acquisition Proposal" and any such acquisition or transaction being an "Acquisition Transaction"), or (ii) engage in or initiate continue discussions or negotiations with, or provide disclose any nonpublic information relating to Company or data (other than the Company's standard public information package) Company Subsidiaries, respectively, or afford access to their respective properties, books or records to, any Person person that may be considering making, or group of Persons (other than Parent and Merger Subsidiaryhas made, any affiliate or associate of Parent and Merger Subsidiary or any designees of Parent and Merger Subsidiary) with respect to any inquiries or the making of any offer or proposal (including, without limitation, any offer or proposal to the stockholders of the Company) concerning an Acquisition Transaction (an "Acquisition Proposal") , or otherwise knowingly facilitate any effort or attempt to make or implement an Acquisition Proposal; provided. Notwithstanding the foregoing, however, that prior nothing contained in this Section 8.2 shall prohibit Company and its Board of Directors from (i) taking and disclosing a position with respect to the date of acceptance for payment of and payment for Shares a tender offer by Merger Subsidiary a third party pursuant to Rules 14d-9 and 14e-2(a) promulgated by the OfferSEC under the Exchange Act, oror (ii) furnishing information to, or entering into negotiations with, any person or entity that makes an unsolicited bona fide written proposal to acquire Company pursuant to a merger, consolidation, share exchange, purchase of a substantial portion of the assets, business combination or other similar transaction, if, and only to the extent the Minimum Tender Condition is waived pursuant to Section 1.01(e), the date on which the Option is exercised (the earliest of such dates is referred to as the "Closing Date"), the Company may furnish information and access, but only in response to a request for information or access, to any Person making a bona fide written fully-financed (which for the purposes of this Agreement shall mean the receipt of a commitment letter, from a reputable Person capable of financing the transaction, subject only to normal and customary exceptions) all-cash Acquisition Proposal to the board of directors of the Company after the date hereof which was not knowingly encouraged, solicited or initiated by the Company or any of its affiliates or any director, employee, representative or agent of the Company or any of its Subsidiaries (including, without limitation, any investment banker, attorney or accountant retained by the Company or any of its Subsidiaries) on or after the date hereof and may participate in discussions and negotiate with such Person concerning any such bona fide written fully-financed all-cash Acquisition Proposal and the board of directors of the Company may modify, amend or withdraw its recommendation relative to the Offer or the Merger or authorize the Company, subject to Section 7.02(b), to enter into a binding written agreement concerning a Superior Proposal (as defined below), if and only if, in any such casethat, (i) the board Company's Board of directors of the Company determines Directors concludes in good faith, faith (Aafter consultation with its financial advisors) taking into account the reasoned advice of outside counsel to the Company to the effect that failing to provide such information or access or to participate in such discussions or negotiations or so to authorize or modify, to amend or withdraw such recommendation, as the case may be, is more likely than not to constitute a breach of such board's fiduciary duties under applicable law, and (B) taking into account the advice of financial advisors to the Company to such effect, that such bona fide written all-cash fully-financed Acquisition Proposal, if accepted, Proposal is reasonably likely to be consummatedcapable of being completed, taking into account all legal, financial and other aspects of the proposal and the Person person or entity making the proposal proposal, and would, if consummated, result in a transaction more favorable to the Company's stockholders from a financial point of view than the transaction contemplated by this Agreement (any such more favorable bona fide written fully-financed all- cash Acquisition Proposal as to which both of the determinations referred to in subclauses (A) and (B) above have been made being referred to in this Agreement as a "Superior Proposal"), ) and (ii) such Board of Directors determines in good faith upon advice of counsel that such action is required for the board Board of directors Directors to comply with its fiduciary duties to stockholders imposed by law. Company agrees that it will immediately cease and cause to be terminated any existing activities, discussions or negotiations with any parties conducted heretofore with respect to any Acquisition Proposal. 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 8.2. Company receives from the Person making such bona fide written all-cash fully-financed Acquisition Proposal an executed confidentiality agreement the terms of which are (without regard to the terms of such Acquisition Proposal) (A) no less favorable to the Company, and (B) no less restrictive to the Person making such bona fide written all-cash fully-financed Acquisition Proposal than those contained in the Confidentiality Agreement, dated as of December 28, 1999 referring to Parent as the "Recipient" (the "Company Confidentiality Agreement"), between the Company and Parent. The Company agrees that it will notify Parent within 48 hours promptly if any such inquiries proposals or proposals offers are received by, any such information is requested from, or any such discussions or negotiations or discussions are sought to be initiated or continued with, any of its representatives indicating, in connection with such notice, the Company and shall in name of such notice indicate the identity of the offeror person and the material terms and conditions of any such proposal proposals or offers and thereafter shall keep Parent reasonably informed, on a current basis, of the status and material terms of any such proposals or offers and the status of such negotiations or discussions, providing copies to Parent of any Acquisition Proposals made in writing. The Company shall provide Parent with four business days advance notice of, in each and every case, its intention to either enter into any agreement with or to provide any information to any Person making any such inquiry discussions or proposalnegotiations. Subject to the provisions of Section 5.02, the Company agrees not to release any third party from, or waive any provisions of, any confidentiality or standstill agreement to which the Company is a party and will use its best efforts to enforce any such agreements at the request of and on behalf of Parent. The Company will inform the individuals or entities referred to in the first sentence of this Section 5.02 of the obligations undertaken in this Section 5.02. The Company also will, at the request of Parent, agrees that it will promptly request that each person or entity which that has executed, within 12 months prior to the date of this Agreement, heretofore executed a confidentiality agreement in connection with its consideration of acquiring the Company any Acquisition Proposal to return or destroy all confidential information heretofore furnished to such person or entity Person by or on behalf of the CompanyCompany or any of its subsidiaries.

Acquisition Proposals. (a) The Company shall, and shall use agrees that neither it nor any of its best efforts to cause its nonstockholder affiliates and the Subsidiaries nor any of their respective officers, directors directors, employees, agents and employees of the Company and its Subsidiaries torepresentatives (any such Persons, and shall instruct its stockholder affiliates and the representatives and agents of the Company and its Subsidiaries (including, without limitation, including any investment banker, attorney or accountant retained by accountant, a “Representative”) shall, directly or indirectly, initiate, solicit, encourage or facilitate any inquiries or the Company making of any proposal or any of its Subsidiaries) to, immediately cease and terminate any existing activities, discussions or negotiations, if any, with any parties (other than Parent and Merger Subsidiary, any affiliate or associate of Parent and Merger Subsidiary or any designees of Parent and Merger Subsidiary) conducted heretofore offer with respect to (1) a merger, consolidation, share exchange, reorganization or other business combination transaction involving the Company, (2) any acquisition of any equity or exchange of all or any material portion of the assets of, or more than 20% of the equity interest in, other ownership interests in the Company or any of its Subsidiaries (by direct purchase from representing, in the Companyaggregate, tender 15% or exchange offer more of the total voting power or otherwise) economic interest of all of the outstanding equity or any business combination, merger or similar transaction (including an exchange of stock or assets) with or involving other ownership interest in the Company or an interest of equivalent value in any Subsidiary or division of the Company or (an "Acquisition Transaction"), other than the Offer and the Merger. Except as set forth in this Section 5.02, the Company shall not, and shall use its best efforts to cause its nonstockholder affiliates and the officers, directors and employees 3) any acquisition of the Company and its Subsidiaries not to, and shall instruct its stockholder affiliates and the representatives and agents assets of the Company and its Subsidiaries (including, without limitation, any investment banker, attorney or accountant retained by the Company or any of its Subsidiaries representing 15% or more of the total assets of the Company and its Subsidiaries) not to, taken as a whole (any such inquiry, 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 their respective Representatives shall, directly or indirectly, knowingly encourageprovide any confidential or non-public information or data to, solicit, or engage or participate in or initiate any discussions or negotiations with, or provide any nonpublic information or data (other than the Company's standard public information package) to, any Person or group of Persons (other than Parent and Merger Subsidiary, any affiliate or associate of Parent and Merger Subsidiary or any designees of Parent and Merger Subsidiary) with respect relating to any inquiries or the making of any offer or proposal (including, without limitation, any offer or proposal to the stockholders of the Company) concerning an Acquisition Transaction (an "Acquisition Proposal") , or otherwise knowingly encourage or facilitate any effort or attempt by any Person, in each case other than Parent or Merger Sub, to make or implement an Acquisition Proposal; provided, however, that nothing contained in this Agreement shall prevent the Company or the Company Board from (i) complying with its disclosure obligations under Sections 14d-9 and 14e-2 of the Exchange Act and the rules thereunder with regard to an Acquisition Proposal (but if any disclosure made to effect such compliance has the substantive effect of withdrawing, or modifying or qualifying in any manner adverse to Parent, the Board Recommendation or Board Approval or recommending or approving another Acquisition Proposal (each, a “Change In Recommendation”), Parent shall have the right to terminate this Agreement pursuant to Section 8.1(c)(i)) or (ii) at any time prior to to, but not after, the date purchase of acceptance for payment of and payment for Shares by Merger Subsidiary Sub pursuant to the Offer, or, to the extent the Minimum Tender Condition is waived pursuant to Section 1.01(e), the date on which the Option is exercised : (the earliest of such dates is referred to as the "Closing Date"), the Company may furnish A) providing confidential or non-public information and access, but only in response to a request for information or access, to any therefor by a Person making a who has made an unsolicited bona fide written fully-financed Acquisition Proposal (assuming, for this purpose only, that all references to “15% or more” in the definition of such term were changed to “a majority”) which for the purposes did not result from a breach of this Agreement shall mean Section 6.2 (a “Qualifying Acquisition Proposal”); (B) engaging or participating in any discussions or negotiations with any Person who has made a Qualifying Acquisition Proposal; or (C) approving or recommending to the receipt holders of Shares a commitment letterQualifying Acquisition Proposal (or agreeing to take any such action), from a reputable Person capable of financing the transaction, subject if and only to normal and customary exceptionsthe extent that, (1) all-cash Acquisition Proposal in the case of any action described in clause (A), (B) or (C) above, after consulting with outside legal counsel the Company Board determines in good faith that failing to take such action would constitute a breach by the board of directors of the Company after the date hereof which was not knowingly encouragedof their fiduciary duties under applicable Law; (2) prior to taking any action described in clause (A) or (B) above, solicited or initiated by the Company and the other Person referred to in such clauses execute and deliver a written confidentiality agreement on terms substantially similar to those contained in the Confidentiality Agreement (as defined in Section 9.7); (3) in the case of any action described in clause (B) or any of its affiliates or any director(C) above, employee, representative or agent of the Company Board determines in good faith and after consulting with its financial advisors and outside counsel that the Qualifying Acquisition Proposal referred to in such clauses is (x) more favorable from a financial point of view to the Company’s stockholders than the Merger after taking into account any Revised Terms (as defined below) offered by Parent before such action is taken and all other relevant factors (including but not limited to the probability that such Qualifying Acquisition Proposal will be consummated and the time required to effect such consummation), (y) not subject to any financing or any of its Subsidiaries due diligence condition or contingency, and (z) reasonably likely to be consummated taking into account all legal, financial, regulatory (including, without limitation, any investment banker, attorney antitrust or accountant retained by the Company competition approvals or any of its Subsidiariesnon-objections) on or after the date hereof and may participate in discussions and negotiate with such Person concerning other relevant factors (any such bona fide written fully-financed all-cash Acquisition Proposal and the board of directors of the Company may modify, amend or withdraw its recommendation relative to the Offer or the Merger or authorize the Company, subject to Section 7.02(b), to enter into a binding written agreement concerning a Superior Proposal (as defined below), if and only if, in any such case, (i) the board of directors of the Company determines in good faith, (A) taking into account the reasoned advice of outside counsel to the Company to the effect that failing to provide such information or access or to participate in such discussions or negotiations or so to authorize or modify, to amend or withdraw such recommendation, as the case may be, is more likely than not to constitute a breach of such board's fiduciary duties under applicable law, and (B) taking into account the advice of financial advisors to the Company to such effect, that such bona fide written all-cash fully-financed Qualifying Acquisition Proposal, if accepteda “Superior Proposal”) or, is reasonably likely to be consummated, taking into account all financial aspects in the case of the proposal and the Person making the proposal and would, if consummated, result in a transaction more favorable to the Company's stockholders from a financial point of view than the transaction contemplated by this Agreement (any such more favorable bona fide written fully-financed all- cash Acquisition Proposal as to which both of the determinations referred to in subclauses clauses (A) and (B) above have been made being referred only, is reasonably likely to in this Agreement as lead to a "Superior Proposal"), ; and (ii4) the board of directors before taking any of the Company receives from the Person making such bona fide written all-cash fully-financed Acquisition Proposal an executed confidentiality agreement the terms of which are (without regard to the terms of such Acquisition Proposal) (A) no less favorable to the Company, and actions described in clause (B) no less restrictive to or (C) above, the Person making such bona fide Company shall have provided written all-cash fully-financed Acquisition Proposal than those contained in the Confidentiality Agreement, dated as of December 28, 1999 referring notice to Parent as of the "Recipient" (the "Company Confidentiality Agreement"), between Company’s or the Company Board’s intention to take such action, at least three (3) business days shall have elapsed since the date on which Parent received such notice and Parentthe Company shall have complied with the provisions of Section 6.2(c). Any determination required or permitted to be made by the Company Board after the date of this Agreement under this Agreement shall be sufficient if approved by a majority of the total number of members thereof at a meeting duly called and held and at which a quorum was present and acting throughout. (b) The Company agrees that it will immediately cease and cause to be terminated any existing activities, discussions or negotiations with any Person conducted heretofore with respect to any Acquisition Proposal. The Company will notify Parent within 48 hours if any such inquiries or proposals are received by, any such information is requested from, or any such negotiations or discussions are sought to be initiated or continued with the Company and shall in such notice indicate the identity of the offeror and the material terms and conditions of any such proposal and thereafter shall keep Parent reasonably informed, on a current basis, of the status and material terms of such proposals and the status of such negotiations or discussions, providing copies to Parent of any Acquisition Proposals made in writing. The Company shall provide Parent with four business days advance notice of, in each and every case, its intention to either enter into any agreement with or to provide any information to any Person making any such inquiry or proposal. Subject to the provisions of Section 5.02, the Company agrees not to release any third party from, or waive any provisions of, any confidentiality or standstill agreement to which the Company is a party and will use its best efforts to enforce any such agreements at the request of and on behalf of Parent. The Company will inform the individuals or entities referred to in the first sentence of this Section 5.02 of the obligations undertaken in this Section 5.02. The Company also will, at the request of Parent, promptly request each person or entity which Person that has executed, within 12 months prior to the date of this Agreement, heretofore executed a confidentiality agreement in connection with its consideration of acquiring a transaction with the Company to return or destroy all confidential information heretofore furnished prior to the execution of this Agreement to or for the benefit of such person or entity Person by or on behalf of the Company or any of its Subsidiaries and to destroy all summaries, analyses or extracts of or based upon such information in the possession of such Person or any of its Representatives. The Company agrees that it will take the necessary steps to promptly inform its Representatives of the obligations undertaken in this Section 6.2. None of the Company or any of its Subsidiaries will waive any provision of any confidentiality or standstill agreement to which it is a party without the prior written consent of Parent. (c) The Company agrees that it will notify Parent as promptly as practicable (and, in any event, within 24 hours) if any inquiries, proposals or offers with respect to any Acquisition Proposal or potential Acquisition Proposal are received by, any information relating thereto is requested from, or any discussions or negotiations relating thereto are sought to be initiated or continued with, it or any of its Representatives, indicating, in connection with such notice, the name of such Person and the material terms and conditions of any proposal or offer and thereafter shall keep Parent informed, on a current basis, as to the status and terms of any such proposal or offer and the status of any such discussions or negotiations. The Company also agrees to provide any information to Parent that it is providing to another Person pursuant to this Section 6.2 at the same time it provides it to such other Person. The Company agrees that during the three-business day periods described in subclause (4) of clause (ii) of the proviso in Section 6.2(a) and in Section 6.3, the Company shall negotiate in good faith with Parent with respect to any revisions to the terms of the transactions contemplated by this Agreement proposed by Parent. Any such revisions which Parent offers in writing to make which, if accepted by the Company, would be legally binding on the parties to this Agreement are referred to herein as “Revised Terms”. The Company agrees that any material amendment to any Qualifying Acquisition Proposal will be deemed to be a new Qualifying Acquisition Proposal for purposes of this Section 6.2 and Section 6.3, including the notice and three-business day periods referred to therein.

Acquisition Proposals. The Company shallshall not, nor shall it permit or authorize any of its Subsidiaries or any of its or their officers or directors (collectively, the “Company Internal Representatives”) to and shall not authorize and shall use its reasonable best efforts to cause its nonstockholder affiliates the other employees, agents and the officersrepresentatives (including accountants, directors attorneys and employees investment bankers) of the Company and its Subsidiaries to, and shall instruct its stockholder affiliates and the representatives and agents of the Company and its Subsidiaries (including, without limitation, any investment banker, attorney or accountant retained by the Company or any of its Subsidiaries) to, immediately cease and terminate any existing activities, discussions or negotiations, if any, with any parties (other than Parent and Merger Subsidiary, any affiliate or associate of Parent and Merger Subsidiary or any designees of Parent and Merger Subsidiary) conducted heretofore with respect to any acquisition or exchange of all or any material portion of the assets of, or more than 20% of the equity interest in, the Company or any of its Subsidiaries (by direct purchase from collectively, the Company, tender or exchange offer or otherwise) or any business combination, merger or similar transaction (including an exchange of stock or assets) “Company Other Representatives” and collectively with or involving the Company or any Subsidiary or division of the Company (an "Acquisition Transaction"), other than the Offer and the Merger. Except as set forth in this Section 5.02Internal Representatives, the Company shall not, and shall use its best efforts to cause its nonstockholder affiliates and the officers, directors and employees of the Company and its Subsidiaries not to, and shall instruct its stockholder affiliates and the representatives and agents of the Company and its Subsidiaries (including, without limitation, any investment banker, attorney or accountant retained by the Company or any of its Subsidiaries“Representatives”) not to, directly or indirectly, knowingly encourageinitiate, solicit, participate in encourage or initiate discussions or negotiations with, or provide any nonpublic information or data otherwise facilitate (other than the Company's standard public information packageincluding by way of furnishing confidential information) to, any Person or group of Persons (other than Parent and Merger Subsidiary, any affiliate or associate of Parent and Merger Subsidiary or any designees of Parent and Merger Subsidiary) with respect to any inquiries or the making of any proposal or offer, with respect to (i) any merger, reorganization, share exchange, business combination, recapitalization, consolidation, liquidation, dissolution or similar transaction involving the Company or any of its Subsidiaries, (ii) any sale, lease, exchange, mortgage, pledge, transfer or purchase of the assets or equity securities of the Company or any of its Subsidiaries, in each case comprising 15% or more in value of the Company and its Subsidiaries, taken as a whole, in a single transaction or series of related transactions or (iii) any purchase or sale of, or tender offer or exchange offer for, fifteen percent (15%) or more of the outstanding shares of Company Common Stock (any such proposal or offer (includingother than a proposal or offer by Parent) being hereinafter referred to as an “Acquisition Proposal”). The Company shall not, without limitationnor shall it permit or authorize any of the Company Internal Representatives and shall not authorize and shall use reasonable best efforts to cause the Company Other Representatives not to, directly or indirectly, (a) engage in any negotiations concerning, or provide any confidential information or data to, or have any discussions (other than discussions that only refer to this Section and the Company’s agreement not to engage in further discussions) with, any offer or proposal Person relating to the stockholders of the Company) concerning an Acquisition Transaction (an "Acquisition Proposal") , or otherwise knowingly facilitate any effort or attempt to make or implement or accept an Acquisition Proposal, (b) withdraw or modify, or propose to withdraw or modify, its approval or recommendation of this Agreement or the transactions contemplated hereby, including the Merger, (c) approve, recommend, endorse or resolve to approve, recommend or endorse an Acquisition Proposal or (d) enter into any letter of intent or similar document contemplating, or enter into any agreement (other than a confidentiality agreement entered into in accordance with clause (A) below or a joint defense agreement with a party that has entered into such a confidentiality agreement) with respect to, an Acquisition Proposal; provided, however, that prior to the date of acceptance for payment of and payment for Shares by Merger Subsidiary pursuant to the Offer, or, to the extent the Minimum Tender Condition is waived pursuant to Section 1.01(e), the date on which the Option is exercised (the earliest of such dates is referred to as the "Closing Date"), the Company may furnish information and access, but only nothing contained in response to a request for information or access, to any Person making a bona fide written fully-financed (which for the purposes of this Agreement shall mean prevent the receipt Board of a commitment letter, from a reputable Person capable of financing the transaction, subject only to normal and customary exceptions) all-cash Acquisition Proposal to the board of directors of the Company after the date hereof which was not knowingly encouraged, solicited or initiated by the Company or any of its affiliates or any director, employee, representative or agent Directors of the Company or its Representatives from (A) furnishing information to a third party in response to an unsolicited bona fide written Acquisition Proposal by such third party pursuant to a confidentiality agreement which may include changes necessary in order to allow the Company to be able to comply with this Agreement but with terms and conditions at least as stringent as the conditions set forth in the Confidentiality Agreement (provided that such confidentiality agreement may not include any provision granting any such Person or group an exclusive right to negotiate with the Company), concerning the Company and its business, properties or assets, (B) engaging in discussions or negotiations with such third party, (C) following receipt of a bona fide unsolicited written Acquisition Proposal, taking and disclosing to its Subsidiaries stockholders a position contemplated by Rule 14e-2(a) or Rule 14d-9 under the Exchange Act, (D) following receipt of a bona fide unsolicited written Acquisition Proposal, recommending such an Acquisition Proposal to its stockholders or adopting an agreement relating to such Acquisition Proposal, (E) following receipt of a bona fide unsolicited written Acquisition Proposal, failing to make or withdrawing or modifying its recommendation or declaration of advisability of the Merger or adoption of this Agreement, (F) taking any non-appealable, final action ordered to be taken by the Company by any court of competent jurisdiction and/or (G) making any disclosure or filing, in its reasonable judgment after receiving advice from outside counsel, that is required by Law (including, without limitation, the FBCA and the rules and regulations promulgated under the federal securities laws stock exchange rules or the rules, regulations, order or request of any investment bankerGovernmental Entity (including the SEC)), attorney or accountant retained by provided, however, that in respect of this clause (G), in no event shall the Board of Directors of the Company or any of its Subsidiaries) on Representatives fail to make, withdraw or after the date hereof and may participate in discussions and negotiate with such Person concerning any such bona fide written fully-financed all-cash Acquisition Proposal and the board of directors of the Company may modify, amend or withdraw modify its recommendation relative to the Offer or declaration of advisability of the Merger or authorize adoption of this Agreement, except pursuant to clause (E) above; but in each case referred to in the Company, subject to Section 7.02(b), to enter into a binding written agreement concerning a Superior Proposal foregoing clauses (as defined below), A) through (E) only if and only if, in any such case, (i) the board of directors of Company Requisite Vote has not been obtained, (ii) such third party has submitted a Superior Proposal which is pending at the time the Company determines to take such action or, in good faith, (A) taking into account the reasoned advice cases of outside counsel action pursuant to the Company to the effect that failing to provide such information or access or to participate in such discussions or negotiations or so to authorize or modify, to amend or withdraw such recommendation, as the case may be, is more likely than not to constitute a breach of such board's fiduciary duties under applicable law, and (B) taking into account the advice of financial advisors to the Company to such effect, that such bona fide written all-cash fully-financed Acquisition Proposal, if accepted, is reasonably likely to be consummated, taking into account all financial aspects of the proposal and the Person making the proposal and would, if consummated, result in a transaction more favorable to the Company's stockholders from a financial point of view than the transaction contemplated by this Agreement (any such more favorable bona fide written fully-financed all- cash Acquisition Proposal as to which both of the determinations referred to in subclauses clauses (A) and (B), the Board of Directors of the Company shall have concluded in good faith that such bona fide unsolicited written Acquisition Proposal is reasonably likely to result in a Superior Proposal, and (iii) above have been made being the Company Board of Directors determines in good faith, after receiving advice from outside counsel, that such action is required to discharge the Company Board of Director’s fiduciary duties to the Company’s stockholders under Florida Law; provided, further, that the Board of Directors of the Company shall not take any of the foregoing actions referred to in this Agreement as a "Superior Proposal"), clauses (D) and (iiE) the board above, until at least three (3) Business Days shall have passed following Parent’s receipt of directors of written notice from the Company receives from the Person making such bona fide written all-cash fully-financed Acquisition Proposal an executed confidentiality agreement the terms of which are (without regard to the terms of such Acquisition Proposal) (A) no less favorable to the Company, and (B) no less restrictive to the Person making such bona fide written all-cash fully-financed Acquisition Proposal than those contained in the Confidentiality Agreement, dated as of December 28, 1999 referring to advising Parent as the "Recipient" (the "Company Confidentiality Agreement"), between that the Company and Parent. The Company will notify Parent within 48 hours if any Board of Directors has received such inquiries or proposals are received bya Superior Proposal which it intends to accept, any such information is requested from, or any such negotiations or discussions are sought to be initiated or continued with the Company and shall in such notice indicate the identity of the offeror and specifying the material terms and conditions of such Superior Proposal, and Parent does not make an offer that the Company Board of Directors shall have concluded in its good faith judgment, after consultation with its financial advisor and outside counsel, is as favorable (taking into account the termination fee payable hereunder) to the Company’s stockholders as such Superior Proposal. Without limiting the foregoing, it is agreed that any violation of the restrictions set forth in this paragraph by any Company Internal Representative or any of the Company’s accountants, attorneys or investment bankers, whether or not such Person is purporting to act on behalf of the Company or otherwise, shall be deemed to be a breach of this Section 7.2 by the Company. The Company will promptly (and in any event within one day) notify Parent in writing, of the existence of any material proposal, material discussion, material negotiation or material inquiry received by the Company with respect to any Acquisition Proposal, and the Company will immediately communicate to Parent the material terms of any proposal, discussion, negotiation or inquiry which it may receive and the identity of the Person making such proposal and thereafter shall or inquiry or engaging in such discussion or negotiation. The Company will promptly provide to Parent any non-public material information concerning the Company provided to any other Person that was not previously provided to Parent. The Company will keep Parent reasonably informed, on a current basis, informed of the status and material terms of such proposals and the status of such negotiations or discussions, providing copies to Parent details of any such Acquisition Proposals made Proposal (including modifications or proposed modifications thereto). Without prejudice to any actions permitted to be taken by the Company pursuant to the first paragraph of this Section 7.2, the Company agrees that it will, and will cause the Company Internal Representatives and will use reasonable best efforts to cause the Company Other Representatives to, immediately cease and cause to be terminated any existing activities, discussions or negotiations with any parties conducted heretofore with respect to any Acquisition Proposal. In addition, the Company shall promptly request that each Person who has heretofore executed a confidentiality agreement in writingconnection with such Person’s consideration of an Acquisition Proposal return or destroy all confidential information heretofore furnished to such Person by or on behalf of the Company in accordance with such confidentiality agreement. The Company shall provide Parent with four business days advance notice of, in each and every case, its intention to either enter into any agreement with or to provide any information to any Person making any such inquiry or proposal. Subject to the provisions of Section 5.02, the Company agrees not to release any third party from, or waive any provisions provision of, any such confidentiality agreement or any other confidentiality or standstill agreement to which the Company is a party and will use its best efforts to enforce any such agreements at the request of and on behalf of Parentparty. The Company agrees that it will take the necessary steps to promptly inform the individuals or entities referred to in the first sentence of this Section 5.02 hereof of the obligations undertaken by the Company in this Section 5.027.2. The Without limiting the provisions of this Section 7.2, nothing in this Section 7.2 shall (x) permit the Company also willto terminate this Agreement (except as specifically provided in Article IX hereof) or (y) affect any other obligation of the Company under this Agreement. Notwithstanding anything to the contrary contained in this Section 7.2 or elsewhere in this Agreement, at the request of Parent, promptly request each person or entity which has executed, within 12 months prior to the date of this AgreementEffective Time, a confidentiality agreement the Company may, in connection with its consideration a possible Acquisition Proposal, refer any third party to this Section 7.2 and Section 9.5(b) and make a copy of acquiring the Company this Section 7.2 and Section 9.5(b) available to return or destroy all confidential information heretofore furnished to such person or entity by or on behalf of the Companya third party.

Acquisition Proposals. The Company (a) Percon agrees that neither it nor any of its subsidiaries shall, and that it shall direct and use its best efforts to cause its nonstockholder affiliates and the officers, directors and employees of the Company and its Subsidiaries tosubsidiaries, employees, agents and shall instruct its stockholder affiliates and the representatives and agents of the Company and its Subsidiaries (including, without limitation, including any investment banker, attorney or accountant retained by the Company it or any of its Subsidiariessubsidiaries) to(Percon, immediately cease its subsidiaries and terminate any existing activities, discussions or negotiations, if any, with any parties (other than Parent and Merger Subsidiary, any affiliate or associate of Parent and Merger Subsidiary or any designees of Parent and Merger Subsidiary) conducted heretofore with respect to any acquisition or exchange of all or any material portion of the assets of, or more than 20% of the equity interest in, the Company or any of its Subsidiaries (by direct purchase from the Company, tender or exchange offer or otherwise) or any business combination, merger or similar transaction (including an exchange of stock or assets) with or involving the Company or any Subsidiary or division of the Company (an "Acquisition Transaction"), other than the Offer and the Merger. Except as set forth in this Section 5.02, the Company shall not, and shall use its best efforts to cause its nonstockholder affiliates and the their officers, directors directors, employees, agents and employees of representatives being the Company and its Subsidiaries not to, and shall instruct its stockholder affiliates and the representatives and agents of the Company and its Subsidiaries (including, without limitation, any investment banker, attorney or accountant retained by the Company or any of its Subsidiaries"Percon Representatives") not to, directly or indirectly, knowingly encourageinitiate, solicit, participate in encourage or initiate discussions or negotiations with, or provide any nonpublic information or data (other than the Company's standard public information package) to, any Person or group of Persons (other than Parent and Merger Subsidiary, any affiliate or associate of Parent and Merger Subsidiary or any designees of Parent and Merger Subsidiary) with respect to otherwise facilitate any inquiries or the making of any proposal or offer with respect to a merger, reorganization, share exchange, consolidation or proposal (includingsimilar transaction involving, without limitationor any purchase of, or tender offer for, any offer or proposal to the stockholders of the Companyassets of it or any of its subsidiaries or its voting securities if, as a result of such transaction, (i) concerning an Acquisition Transaction the shareholders of Percon would not hold more than ninety-five percent (an 95%) of the voting securities of the surviving corporation or its ultimate parent, (ii) the directors of Percon immediately prior to completion of such transaction would not constitute at least two-thirds of the board of directors of the surviving corporation or its ultimate parent immediately following the completion of such transaction, or (iii) another person would acquire material assets of Percon and/or its subsidiaries (any such proposal or offer being hereinafter referred to as a "Percon Acquisition Proposal") ). Neither Percon nor any of its subsidiaries shall, and Percon shall direct and cause the Percon Representatives not to, directly or indirectly, have any discussion with or provide any confidential information or data to any person relating to a Percon Acquisition Proposal or engage in any negotiations concerning a Percon Acquisition Proposal, or otherwise knowingly facilitate any effort or attempt to make or implement an a Percon Acquisition Proposal; provided, however, that prior nothing contained in this Agreement shall prevent either Percon or the Percon Representatives from (A) complying with Rule 14e-2 promulgated under the Exchange Act with regard to the date of acceptance for payment of and payment for Shares by Merger Subsidiary pursuant a Percon Acquisition Proposal; (B) engaging in any discussions or negotiations with or providing any information to the Offer, or, to the extent the Minimum Tender Condition is waived pursuant to Section 1.01(e), the date on which the Option is exercised (the earliest of such dates is referred to as the "Closing Date"), the Company may furnish information and access, but only any person in response to a request for information or access, to any Person making a an unsolicited bona fide written fully-financed Percon Acquisition Proposal by any such person; or (which for the purposes of this Agreement shall mean the receipt of a commitment letter, from a reputable Person capable of financing the transaction, subject only to normal and customary exceptionsC) all-cash recommending such an unsolicited bona fide written Percon Acquisition Proposal to the board of directors of the Company after the date hereof which was not knowingly encouraged, solicited shareholders if in such case referred to in clause (B) or initiated by the Company or any of its affiliates or any director, employee, representative or agent of the Company or any of its Subsidiaries (including, without limitation, any investment banker, attorney or accountant retained by the Company or any of its Subsidiaries) on or after the date hereof and may participate in discussions and negotiate with such Person concerning any such bona fide written fully-financed all-cash Acquisition Proposal and the board of directors of the Company may modify, amend or withdraw its recommendation relative to the Offer or the Merger or authorize the Company, subject to Section 7.02(bC), to enter into a binding written agreement concerning a Superior Proposal (as defined below), if and only if, in any such case, (i1) the board Board of directors Directors of the Company Percon at a meeting determines in good faith, faith (A) taking into account the reasoned advice of outside counsel to the Company to the effect that failing to provide such information or access or to participate in such discussions or negotiations or so to authorize or modify, to amend or withdraw such recommendation, as the case may be, is more likely than not to constitute a breach of such board's fiduciary duties under applicable law, and (B) taking into account upon the advice of its financial advisors to the Company to such effect, advisor) that such bona fide written all-cash fully-financed Percon Acquisition Proposal, if accepted, Proposal is reasonably likely to be consummated, completed taking into account all financial legal, financial, regulatory and other aspects of the proposal and the Person person making the proposal proposal, and would, if consummated, result in a transaction more favorable to the CompanyPercon's stockholders shareholders from a financial point of view than the transaction contemplated by this Agreement (any such more favorable bona fide written fully-financed all- cash Percon Acquisition Proposal as to which both of the determinations referred to in subclauses (A) and (B) above have been made being referred to in this Agreement as a "Superior Percon Proposal"), (2) the Board of Directors of Percon at a meeting determines in good faith upon the advice of outside legal counsel that such action is necessary for the Board of Directors to comply with its fiduciary duty under applicable law and (3) Percon (I) promptly advises PSC that it has received a Superior Percon Proposal, (II) promptly discloses to PSC the material terms of the Superior Percon Proposal, and (III) promptly (and in any event before providing information) causes the offering party to enter into a confidentiality and standstill agreement substantially in the form of the Confidentiality Agreement (as defined in Section 5.9) (provided that such confidentiality agreement shall not contain terms that prevent Percon from complying with its obligations under this Section 5.8), and (IV) promptly (and in any event upon the request of PSC) advises PSC of any material developments with respect to the Superior Percon Proposal. (b) Percon will (i) immediately cease and cause to be terminated any existing activities, discussions or negotiations with any parties conducted heretofore with respect to any Percon Acquisition Proposal, (ii) take the board necessary steps to promptly inform the individuals or entities referred to in the first sentence of directors Section 5.8(a) of the Company receives from the Person making such bona fide written all-cash fully-financed Acquisition Proposal an executed confidentiality agreement the terms of which are (without regard to the terms of such Acquisition Proposalobligations undertaken in Section 5.8(a) (A) no less favorable to the Company, and (Biii) no less restrictive to the Person making such bona fide written all-cash fully-financed Acquisition Proposal than those contained in the Confidentiality Agreement, dated as of December 28, 1999 referring to Parent as the "Recipient" (the "Company Confidentiality Agreement"), between the Company and Parent. The Company will notify Parent within 48 hours PSC immediately if any such inquiries inquiries, proposals or proposals offers are received by, any such information is requested from, or any such discussions or negotiations or discussions are sought to be initiated or continued with, any of its representatives indicating, in connection with such notice, the Company and shall in name of such notice indicate the identity of the offeror person and the material terms and conditions of any such proposal proposals or offers, and thereafter shall keep Parent reasonably informed, on a current basis, inform PSC of any material modification of the status and material terms of such proposals and the status of such negotiations or discussions, providing copies to Parent of any Acquisition Proposals made in writing. The Company shall provide Parent with four business days advance notice of, in each and every case, its intention to either enter into any agreement with or to provide any information to any Person making any such inquiry proposal or proposaloffer or the withdrawal thereof. Subject to the provisions of Section 5.02, the Company Percon also agrees not to release any third party from, or waive any provisions of, any confidentiality or standstill agreement to which the Company is a party and that it will use its best efforts to enforce any such agreements at the request of and on behalf of Parent. The Company will inform the individuals or entities referred to in the first sentence of this Section 5.02 of the obligations undertaken in this Section 5.02. The Company also will, at the request of Parent, promptly request each person or entity which that has executed, within 12 months prior to the date of this Agreement, heretofore executed a confidentiality agreement in connection with its consideration of acquiring the Company any Percon Acquisition Proposal to return or destroy all confidential information heretofore furnished to such person or entity by or on behalf of it or any of its subsidiaries, but the Companyobligation in this sentence shall not extend to any Percon Acquisition Proposal if it is an Excluded Percon Acquisition Proposal (as hereinafter defined). As used herein, an "Excluded Percon Acquisition Proposal" means a Percon Acquisition Proposal if (A) it is a Percon Acquisition Proposal only by virtue of clause (i) of subsection 5.8.(a), (B) as a result of the transaction that the Percon Acquisition Proposal contemplates, the shareholders of Percon would hold more than seventy-five percent (75%) of the voting securities of the surviving corporation or its ultimate parent and (C) the Percon Acquisition Proposal was initiated before July 1, 1999 or after the termination 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 any of its Subsidiaries shall, and that it shall use its best efforts to cause its nonstockholder affiliates and the officers, directors and employees of the Company and its Subsidiaries toSubsidiaries’ employees, agents and shall instruct its stockholder affiliates and the representatives and agents of the Company and its Subsidiaries (includingrepresentatives, without limitation, including any investment banker, attorney or accountant retained by the Company or any of its Subsidiaries) to, immediately cease and terminate any existing activities, discussions or negotiations, if any, with any parties (other than Parent and Merger Subsidiary, any affiliate or associate of Parent and Merger Subsidiary or any designees of Parent and Merger Subsidiary) conducted heretofore with respect to any acquisition or exchange of all or any material portion of the assets of, or more than 20% of the equity interest in, the Company it or any of its Subsidiaries (by direct purchase from the Company, tender or exchange offer or otherwise) or any business combination, merger or similar transaction (including an exchange of stock or assets) with or involving the Company or any Subsidiary or division of the Company (an "Acquisition Transaction"“Representatives”), other than the Offer and the Merger. Except as set forth in this Section 5.02, the Company shall not, and shall use its best efforts to cause its nonstockholder affiliates and the officers, directors and employees of the Company and its Subsidiaries not to, and shall instruct its stockholder affiliates and the representatives and agents of the Company and its Subsidiaries (including, without limitation, any investment banker, attorney or accountant retained by the Company or any of its Subsidiaries) not to, directly or indirectly, initiate, solicit or knowingly encourage, solicit, participate in encourage or initiate discussions or negotiations with, or provide any nonpublic information or data (other than the Company's standard public information package) to, any Person or group of Persons (other than Parent and Merger Subsidiary, any affiliate or associate of Parent and Merger Subsidiary or any designees of Parent and Merger Subsidiary) with respect to facilitate any inquiries or the making of any proposal or offer with respect to (1) a merger, reorganization, share exchange, consolidation or similar transaction involving the Company, (2) any purchase of an equity interest or interests representing, in the aggregate, an amount equal to or greater than a 15% voting or economic interest in the Company or (3) any purchase of assets, securities or ownership interests representing an amount equal to or greater than 15% of the consolidated assets of the Company and its Subsidiaries, taken as a whole (any such inquiry, proposal (includingor 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 any of its Subsidiaries shall, without limitationand that it shall cause its and its Subsidiaries’ Representatives not to, directly or indirectly, have any discussions with, or provide any confidential information or data to, or engage in any negotiations with, any offer or proposal Person relating to the stockholders of the Company) concerning an Acquisition Transaction (an "Acquisition Proposal") , or otherwise knowingly encourage or facilitate any effort or attempt by any Person other than Parent and Merger Sub 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 (i) complying with its disclosure obligations under Sections 14d-9 and 14e-2 of the Exchange Act with regard to an Acquisition Proposal; provided, further, however, that if such disclosure has the substantive effect of withdrawing, modifying or qualifying the Directors’ Recommendation in a manner adverse to Parent or the adoption of this Agreement by the Board of Directors of the Company, Parent shall have the right to terminate this Agreement as set forth in Section 8.4(a); and (ii) at any time prior to the date of acceptance for payment of and payment for Shares by Merger Subsidiary pursuant to the Offerto, or, to the extent the Minimum Tender Condition is waived pursuant to Section 1.01(e)but not after, the date on which the Option time this Agreement is exercised (the earliest of such dates is referred to as the "Closing Date"), adopted by the Company may furnish Requisite Vote, (A) providing information and access, but only in response to a request for information or access, to any therefor by a Person making a who has made an unsolicited bona fide written fully-financed Acquisition Proposal if the Board of Directors of the Company receives from the Person so requesting such information an executed confidentiality agreement (which for excluding standstill provisions) on customary terms; (B) engaging in any discussions or negotiations with any Person who has made an unsolicited bona fide written Acquisition Proposal if the purposes Board of this Agreement shall mean Directors of the receipt of a commitment letter, Company receives from a reputable such Person capable of financing the transaction, subject only an executed confidentiality agreement (excluding standstill provisions) on customary terms; or (C) recommending or agreeing to normal and customary exceptions) all-cash recommend such an unsolicited bona fide written Acquisition Proposal to the board of directors shareholders of the Company after the date hereof which was not knowingly encouraged, solicited or initiated by the Company or any of its affiliates or any director, employee, representative or agent of the Company or any of its Subsidiaries (including, without limitation, any investment banker, attorney or accountant retained by the Company or any of its Subsidiaries) on or after the date hereof and may participate in discussions and negotiate with such Person concerning any such bona fide written fully-financed all-cash Acquisition Proposal and the board of directors of the Company may modify, amend or withdraw its recommendation relative to the Offer or the Merger or authorize the Company, subject to Section 7.02(b), to enter into a binding written agreement concerning a Superior Proposal (as defined below), if and only if, in any such caseto the extent that, (ix) in each such case referred to in clause (A), (B) or (C) above, the board Board of directors Directors of the Company determines in good faith, (A) taking into account the reasoned advice of faith after consultation with outside legal counsel that such action is necessary in order for its directors to the Company to the effect that failing to provide such information or access or to participate in such discussions or negotiations or so to authorize or modify, to amend or withdraw such recommendation, as the case may be, is more likely than not to constitute a breach of such board's comply with their fiduciary duties under applicable law, and Law; (y) in the case referred to in clause (B) taking into account or (C) above, the advice Board of financial advisors to Directors of the Company to such effect, that such bona fide written all-cash fully-financed Acquisition Proposal, if accepted, is reasonably likely to be consummateddetermines in good faith (after consultation with its financial advisor and outside counsel), taking into account all legal, financial and regulatory aspects of the proposal proposal, the likelihood of obtaining financing, and the Person making the proposal and wouldproposal, that such Acquisition Proposal, if consummated, result in a transaction is more favorable to the Company's stockholders favorable, from a financial point of view (taking into account the likelihood of consummation), to the Company’s shareholders than the transaction transactions contemplated by this Agreement, in each case taking into account any revisions to the terms of the transactions contemplated by this Agreement pursuant to Section 6.2(c); and (z) in the case of clause (C), Parent shall have had written notice of the Company’s intention to take the action referred to in clause (C) (a “Notice of Superior Proposal”) at least five business days prior to the taking of such action by the Company and the Company shall have complied with the provisions of Section 6.2(c); provided, that any more favorable Acquisition Proposal referred to in clause (y) above must involve at least 50% of the assets or equity securities of the Company rather than the 15% used in the definition of Acquisition Proposal (any such more favorable bona fide written fully-financed all- cash Acquisition Proposal as to which both of the determinations referred to in subclauses (A) and (B) above have been made being referred to in this Agreement as a "“Superior Proposal"”). (b) The Company agrees that it will immediately cease and cause to be terminated any existing activities, and (ii) the board of directors of the Company receives from the discussions or negotiations with any Person making such bona fide written all-cash fully-financed Acquisition Proposal an executed confidentiality agreement the terms of which are (without regard conducted heretofore with respect to the terms of such any Acquisition Proposal) (A) no less favorable to the Company, and (B) no less restrictive to the Person making such bona fide written all-cash fully-financed Acquisition Proposal than those contained in the Confidentiality Agreement, dated as of December 28, 1999 referring to Parent as the "Recipient" (the "Company Confidentiality Agreement"), between the Company and Parent. The Company will promptly request each Person that has heretofore executed a confidentiality agreement in connection with its consideration of a transaction with the Company to return or destroy all confidential information furnished prior to the execution of this Agreement to or for the benefit of such Person by or on behalf of the Company or any of its Subsidiaries. The Company agrees that it will take the necessary steps to promptly inform its Representatives of the obligations undertaken in this Section 6.2. (c) The Company agrees that it will notify Parent as promptly as practicable (and, in any event, within 48 hours 24 hours) if any such inquiries inquiries, proposals or proposals offers with respect to any Acquisition Proposal or potential Acquisition Proposal are received by, any such information is requested from, or any such discussions or negotiations or discussions are sought to be initiated or continued with, it or any of its Representatives, indicating, in connection with such notice, the Company and shall in name of such notice indicate the identity of the offeror Person and the material terms and conditions of any such proposal or offer and thereafter shall keep Parent reasonably informed, on a current basis, of on the status and material terms of any such proposals proposal or offer and the status of any such negotiations discussions or discussions, providing copies to Parent of any Acquisition Proposals made in writingnegotiations. The Company agrees that (i) during the five-business day period prior to its taking any action referred to in clause (ii)(C) of the proviso in Section 6.2(a) with respect to an Acquisition Proposal, the Company and its Representatives shall provide negotiate in good faith with Parent and its Representatives regarding any revisions to the terms of the transaction contemplated by this Agreement proposed by Parent and (ii) the Company may take any such action with four business days advance notice ofrespect to an Acquisition Proposal that was a Superior Proposal only if such Acquisition Proposal continues to be a Superior Proposal in light of any revisions to the terms of the transaction contemplated by this Agreement to which Parent shall have agreed prior to the expiration of such five business-day period; provided that no such Acquisition Proposal shall be deemed to be a Superior Proposal for purposes of this Section 6.2 if (A) Parent shall have agreed to revisions to the transactions contemplated by this Agreement and (B) the Board of Directors of the Company shall not have reasonably determined in good faith that such transactions as so revised are not substantially equivalent to or better than such Acquisition Proposal, in from a financial point of view (taking into account the likelihood of consummation), to the shareholders of the Company. The Company agrees that it will deliver to Parent a new Notice of Superior Proposal with respect to each Acquisition Proposal that has been materially revised or modified prior to taking any action to recommend or agreeing to recommend such Acquisition Proposal to the shareholders of the Company and every casethat a new five business-day period shall commence, its intention for purposes of this Section 6.2(c), with respect to either enter into any agreement each such materially revised or modified Acquisition Proposal from the time Parent receives a Notice of Superior Proposal with or respect thereto. The Company also agrees to provide any information to any Parent that it is providing to another Person making any such inquiry or proposal. Subject pursuant to the provisions of this Section 5.02, the Company agrees not to release any third party from, or waive any provisions of, any confidentiality or standstill agreement to which the Company is a party and will use its best efforts to enforce any such agreements 6.2 at the request of and on behalf of Parent. The Company will inform the individuals or entities referred to in the first sentence of this Section 5.02 of the obligations undertaken in this Section 5.02. The Company also will, at the request of Parent, promptly request each person or entity which has executed, within 12 months prior to the date of this Agreement, a confidentiality agreement in connection with its consideration of acquiring the Company to return or destroy all confidential information heretofore furnished same time it provides it to such person or entity by or on behalf of the Companyother Person.

Acquisition Proposals. (a) The Company shallagrees that it shall not, it shall cause each its Subsidiaries and their respective officers and directors not to, and it shall use its reasonable best efforts to cause its nonstockholder affiliates and the officers, directors and employees of the Company and its Subsidiaries toSubsidiaries’ respective employees, agents and shall instruct its stockholder affiliates and the representatives and agents of the Company and its Subsidiaries (including, without limitation, including any investment banker, attorney attorney, consultant or accountant retained by the Company or any of its Subsidiaries) toit (collectively, immediately cease and terminate any existing activities, discussions or negotiations, if any, with any parties (other than Parent and Merger Subsidiary, any affiliate or associate of Parent and Merger Subsidiary or any designees of Parent and Merger Subsidiary) conducted heretofore with respect to any acquisition or exchange of all or any material portion of the assets of, or more than 20% of the equity interest in, the Company or any of its Subsidiaries (by direct purchase from the Company, tender or exchange offer or otherwise) or any business combination, merger or similar transaction (including an exchange of stock or assets) with or involving the Company or any Subsidiary or division of the Company (an "Acquisition Transaction"“Representatives”), other than the Offer and the Merger. Except as set forth in this Section 5.02, the Company shall not, and shall use its best efforts to cause its nonstockholder affiliates and the officers, directors and employees of the Company and its Subsidiaries not to, and shall instruct its stockholder affiliates and the representatives and agents of the Company and its Subsidiaries (including, without limitation, any investment banker, attorney or accountant retained by the Company or any of its Subsidiaries) not to, directly or indirectly, initiate, solicit or knowingly encourage, solicit, participate in encourage or initiate discussions or negotiations with, or provide any nonpublic information or data (other than the Company's standard public information package) to, any Person or group of Persons (other than Parent and Merger Subsidiary, any affiliate or associate of Parent and Merger Subsidiary or any designees of Parent and Merger Subsidiary) with respect to facilitate any inquiries or the making of any proposal or offer with respect to: (i) a merger, reorganization, share exchange, consolidation or proposal similar transaction involving the Company or any of its Subsidiaries; (includingii) any purchase of more than 15% of the voting power of the then outstanding equity securities of the Company or any of its Subsidiaries, without limitation, any offer or proposal of the right to obtain more than 15% of the stockholders voting power of the then outstanding equity securities of the Company, or of more than 15% of the assets of the Company and its Subsidiaries (taken as a whole, based on consolidated book value of the assets as recorded on the Company’s most recent balance sheet); (iii) concerning the adoption by the Company of a plan of liquidation or recapitalization; or (iv) any combination of the foregoing (any such proposal or offer being hereinafter referred to as an “Acquisition Proposal”). The Company further agrees that it shall not, it shall cause each of its Subsidiaries and their respective officers and directors not to, and it shall use its reasonable best efforts to cause its and its Subsidiaries’ Representatives not to, directly or indirectly, engage in any negotiations concerning, or provide any information or data to, or have any discussions with, any Person relating to an Acquisition Transaction (an "Acquisition Proposal") , or otherwise knowingly encourage or facilitate any effort or attempt to make or implement an Acquisition Proposal; provided, however, that prior nothing contained in this Agreement shall prevent the Company or the Special Committee or the Company Board from (x) complying with its disclosure obligations under Sections 14d-9 and 14e-2 of the Exchange Act with regard to an Acquisition Proposal; provided that if such disclosure has the date effect of acceptance for payment withdrawing, modifying or qualifying the Recommendation in a manner adverse to Parent or the approval or recommendation of and payment for Shares this Agreement by Merger Subsidiary pursuant the Special Committee or the Company Board, Parent shall have the right to the Offer, or, terminate this Agreement to the extent the Minimum Tender Condition is waived pursuant to set forth in Section 1.01(e)9.4 of this Agreement; and (y) at any time prior to, but not after, the date on which the Option is exercised condition set forth in Section 8.1(a) has been satisfied, (the earliest of such dates is referred to as the "Closing Date"), the Company may furnish A) providing information and access, but only in response to a request for information or access, to any therefor by a Person making a who has made an unsolicited bona fide written fully-financed (which for the purposes of this Agreement shall mean the receipt of a commitment letter, from a reputable Person capable of financing the transaction, subject only to normal and customary exceptions) all-cash Acquisition Proposal that is or would reasonably be expected to the board of directors of the Company after the date hereof which was not knowingly encouraged, solicited or initiated by the Company or any of its affiliates or any director, employee, representative or agent of the Company or any of its Subsidiaries (including, without limitation, any investment banker, attorney or accountant retained by the Company or any of its Subsidiaries) on or after the date hereof and may participate in discussions and negotiate with such Person concerning any such bona fide written fully-financed all-cash Acquisition Proposal and the board of directors of the Company may modify, amend or withdraw its recommendation relative lead to the Offer or the Merger or authorize the Company, subject to Section 7.02(b), to enter into a binding written agreement concerning a Superior Proposal (as defined below), if and only if, in any such case, ) (ia “Section 7.2(a)(y)(A) the board of directors of the Company determines in good faith, (A) taking into account the reasoned advice of outside counsel to the Company to the effect that failing to provide such information or access or to participate in such discussions or negotiations or so to authorize or modify, to amend or withdraw such recommendation, as the case may be, is more likely than not to constitute a breach of such board's fiduciary duties under applicable law, and (B) taking into account the advice of financial advisors to the Company to such effect, that such bona fide written all-cash fully-financed Acquisition Proposal, ”) if accepted, is reasonably likely to be consummated, taking into account all financial aspects of the proposal and the Person making the proposal and would, if consummated, result in a transaction more favorable to the Company's stockholders from a financial point of view than the transaction contemplated by this Agreement (any such more favorable bona fide written fully-financed all- cash Acquisition Proposal as to which both of the determinations referred to in subclauses (Ax) and (B) above have been made being referred to in this Agreement as a "Superior Proposal"), and (ii) the board of directors of the Company receives from the Person making so requesting such bona fide written all-cash fully-financed Acquisition Proposal information an executed confidentiality agreement the on customary terms of which are (without regard to the terms of such Acquisition Proposal) (A) no less favorable to the CompanyCompany than the confidentiality agreement dated December 13, 2006 between Parent and the Company (the “Confidentiality Agreement”) and (y) the Company furnishes to Parent, concurrently with furnishing it to such Person, the same information to the extent it has not been previously furnished to Parent, or (B) no less restrictive to the engaging in any negotiations or discussions with any Person making such who has made an unsolicited bona fide written all-cash fully-financed Section 7.2(a)(y)(A) Acquisition Proposal than those contained in the Confidentiality Agreement, dated as of December 28, 1999 referring to Parent as the "Recipient" (the "Company Confidentiality Agreement"), between if the Company and Parent. The Company will notify Parent within 48 hours if any receives from such inquiries or proposals are received by, any such information is requested from, or any such negotiations or discussions are sought to be initiated or continued with the Company and shall in such notice indicate the identity of the offeror and the material terms and conditions of any such proposal and thereafter shall keep Parent reasonably informed, on a current basis, of the status and material terms of such proposals and the status of such negotiations or discussions, providing copies to Parent of any Acquisition Proposals made in writing. The Company shall provide Parent with four business days advance notice of, in each and every case, its intention to either enter into any agreement with or to provide any information to any Person making any such inquiry or proposal. Subject to the provisions of Section 5.02, the Company agrees not to release any third party from, or waive any provisions of, any confidentiality or standstill agreement to which the Company is a party and will use its best efforts to enforce any such agreements at the request of and on behalf of Parent. The Company will inform the individuals or entities referred to in the first sentence of this Section 5.02 of the obligations undertaken in this Section 5.02. The Company also will, at the request of Parent, promptly request each person or entity which has executed, within 12 months prior to the date of this Agreement, a confidentiality agreement in connection with its consideration of acquiring the Company to return or destroy all confidential information heretofore furnished to such person or entity by or on behalf of the Company.an executed confidentiality

Acquisition Proposals. The Company shall, and (a) Conectiv shall use its best efforts to cause its nonstockholder affiliates and the officers, directors and employees of the Company and its Subsidiaries to, and shall instruct its stockholder affiliates and the representatives and agents of the Company and its Subsidiaries (including, without limitation, any investment banker, attorney or accountant retained by the Company or any of its Subsidiaries) to, immediately cease and terminate any existing activities, discussions or negotiations, if any, with any parties (other than Parent and Merger Subsidiary, any affiliate or associate of Parent and Merger Subsidiary or any designees of Parent and Merger Subsidiary) conducted heretofore with respect to any acquisition Acquisition Proposal (as defined below). Conectiv shall not directly or exchange of all indirectly, and it shall use its reasonable best efforts to cause its officers, directors, employees, representatives, agents or affiliates, including any material portion of the assets ofinvestment bankers, attorneys or more than 20% of the equity interest in, the Company accountants retained by Conectiv or any of its Subsidiaries (by direct purchase from the Companyor affiliates, tender or exchange offer or otherwise) or any business combination, merger or similar transaction (including an exchange of stock or assets) with or involving the Company or any Subsidiary or division of the Company (an "Acquisition Transaction"), other than the Offer and the Merger. Except as set forth in this Section 5.02, the Company shall not, and shall use its best efforts to cause its nonstockholder affiliates and the officers, directors and employees of the Company and its Subsidiaries not to, and shall instruct its stockholder affiliates and the representatives and agents of the Company and its Subsidiaries (includingi) solicit, without limitation, any investment banker, attorney or accountant retained by the Company or any of its Subsidiaries) not to, directly or indirectlyinitiate, knowingly encourage, solicit, participate in encourage or initiate discussions or negotiations with, or provide any nonpublic information or data (other than the Company's standard public information package) to, any Person or group of Persons (other than Parent and Merger Subsidiary, any affiliate or associate of Parent and Merger Subsidiary or any designees of Parent and Merger Subsidiary) with respect to otherwise facilitate any inquiries or the making of any proposal or offer with respect to a merger, recapitalization, consolidation, business combination, sale of 15% or proposal (including, without limitation, any offer or proposal to the stockholders more of the Company) concerning an Acquisition Transaction consolidated assets of Conectiv and its Subsidiaries, taken as a whole, sale of 15% or more of the shares of capital stock (an "Acquisition Proposal") or otherwise knowingly facilitate any effort or attempt to make or implement an Acquisition Proposal; provided, however, that prior to the date of acceptance for payment of and payment for Shares including by Merger Subsidiary pursuant to the Offer, or, to the extent the Minimum Tender Condition is waived pursuant to Section 1.01(e), the date on which the Option is exercised (the earliest of such dates is referred to as the "Closing Date"), the Company may furnish information and access, but only in response to a request for information or access, to any Person making a bona fide written fully-financed (which for the purposes of this Agreement shall mean the receipt way of a commitment lettertender offer, from a reputable Person capable share exchange or exchange offer) of financing the transaction, subject only to normal and customary exceptions) all-cash Acquisition Proposal to the board of directors of the Company after the date hereof which was not knowingly encouraged, solicited or initiated by the Company or any of its affiliates or any director, employee, representative or agent of the Company Conectiv or any of its Subsidiaries (includingwhose assets constitute 15% or more of the consolidated assets of Conectiv and its Subsidiaries, without limitation, any investment banker, attorney taken as a whole) or accountant retained by the Company similar or comparable transactions involving Conectiv or any of its Subsidiaries, other than the transactions contemplated by this Agreement and the dispositions permitted under Section 4.1(f) on of this Agreement (any such proposal or after offer (other than a proposal or offer made by Parent or an affiliate thereof or such permitted dispositions) being herein referred to as an "Acquisition Proposal"), or (ii) engage in negotiations or discussions concerning, or provide any non-public information to any Person or entity relating to, any Acquisition Proposal. Notwithstanding any other provision of this Agreement, the date hereof and Board of Directors of Conectiv may participate furnish information (pursuant to a customary confidentiality agreement no more favorable, in the aggregate, to the party receiving information than the Confidentiality Agreement (it being understood that Conectiv may enter into a confidentiality agreement without a standstill or with a standstill provision less favorable to Conectiv if it waives or similarly modifies the standstill provision in the Confidentiality Agreement)) to, or engage in discussions and negotiate with such or negotiations with, any Person concerning any such in response to an unsolicited bona fide written fully-financed all-cash Acquisition Proposal of such Person, if, and the board of directors of the Company may modify, amend or withdraw its recommendation relative only to the Offer or extent that, the Merger or authorize the Company, subject to Section 7.02(b), to enter into a binding written agreement concerning a Superior Proposal (as defined below), if and only if, in any such case, (i) the board Board of directors Directors of the Company Conectiv determines in good faith, (A) taking into account after consultation with outside legal counsel, that such action is reasonably necessary for the reasoned advice Board of outside counsel Directors to the Company to the effect that failing to provide such information or access or to participate act in such discussions or negotiations or so to authorize or modify, to amend or withdraw such recommendation, as the case may be, is more likely than not to constitute a breach of such board's manner consistent with its fiduciary duties under applicable law, . Nothing contained in this Section 5.5 shall prohibit Conectiv or its Board of Directors (i) from taking and (Bdisclosing to its stockholders a position contemplated by Rule 14d-9 and Rule 14e-2(a) taking into account promulgated under the advice of financial advisors Exchange Act or from making any legally required disclosure to the Company stockholders of Conectiv with regard to such effect, that such bona fide written all-cash fully-financed Acquisition Proposal, if accepted, is reasonably likely to be consummated, taking into account all financial aspects of the proposal and the Person making the proposal and would, if consummated, result in a transaction more favorable to the Company's stockholders from a financial point of view than the transaction contemplated by this Agreement (any such more favorable bona fide written fully-financed all- cash an Acquisition Proposal as to which both of the determinations referred to in subclauses (A) and (B) above have been made being referred to in this Agreement as a "Superior Proposal"), and or (ii) the board of directors of the Company receives from the Person making such bona fide written all-cash fully-financed Acquisition Proposal an executed confidentiality agreement the terms of which are (without regard to the terms of such Acquisition Proposaltaking any actions contemplated by Section 5.1(b) (A) no less favorable to the Company, and (B) no less restrictive to the Person making such bona fide written all-cash fully-financed Acquisition Proposal than those contained in the Confidentiality Agreement, dated as of December 28, 1999 referring to Parent as the "Recipient" (the "Company Confidentiality Agreement"or 7.1(f), between the Company and Parent. The Company will notify Parent within 48 hours if any such inquiries or proposals are received by, any such information is requested from, or any such negotiations or discussions are sought to be initiated or continued with the Company and shall in such notice indicate the identity of the offeror and the material terms and conditions of any such proposal and thereafter shall keep Parent reasonably informed, on a current basis, of the status and material terms of such proposals and the status of such negotiations or discussions, providing copies to Parent of any Acquisition Proposals made in writing. The Company shall provide Parent with four business days advance notice of, in each and every case, its intention to either enter into any agreement with or to provide any information to any Person making any such inquiry or proposal. Subject to the provisions of Section 5.02, the Company agrees not to release any third party from, or waive any provisions of, any confidentiality or standstill agreement to which the Company is a party and will use its best efforts to enforce any such agreements at the request of and on behalf of Parent. The Company will inform the individuals or entities referred to in the first sentence of this Section 5.02 of the obligations undertaken in this Section 5.02. The Company also will, at the request of Parent, promptly request each person or entity which has executed, within 12 months prior to the date of this Agreement, a confidentiality agreement in connection with its consideration of acquiring the Company to return or destroy all confidential information heretofore furnished to such person or entity by or on behalf of the Company.

Acquisition Proposals. The (a) Seller agrees that it shall not, and shall cause its Subsidiaries, including each Company shalland each Company Subsidiary, and each of their respective directors, officers, employees, not to, and shall use its reasonable best efforts to cause its nonstockholder affiliates the agents, consultants, advisors, Related Persons or other representatives of such Person, including legal counsel, accountants and the officersfinancial advisors (collectively, directors and employees of the Company and its Subsidiaries to, and shall instruct its stockholder affiliates and the representatives and agents of the Company and its Subsidiaries (including, without limitation, any investment banker, attorney or accountant retained by the Company or any of its Subsidiaries) to, immediately cease and terminate any existing activities, discussions or negotiations, if any, with any parties (other than Parent and Merger Subsidiary, any affiliate or associate of Parent and Merger Subsidiary or any designees of Parent and Merger Subsidiary) conducted heretofore with respect to any acquisition or exchange of all or any material portion of the assets of, or more than 20% of the equity interest in, the Company or any of its Subsidiaries (by direct purchase from the Company, tender or exchange offer or otherwise) or any business combination, merger or similar transaction (including an exchange of stock or assets) with or involving the Company or any Subsidiary or division of the Company (an "Acquisition TransactionRepresentatives"), other than the Offer and the Merger. Except as set forth in this Section 5.02, the Company shall not, and shall use its best efforts to cause its nonstockholder affiliates and the officers, directors and employees of the Company and its Subsidiaries not to, and shall instruct its stockholder affiliates and the representatives and agents of the Company and its Subsidiaries (including, without limitation, any investment banker, attorney or accountant retained by the Company or any of its Subsidiaries) not to, directly or indirectly: 44 (i) solicit, knowingly initiate, encourage, solicitor otherwise facilitate, participate in or initiate discussions or negotiations with, or provide any nonpublic information or data (other than the Company's standard public information package) to, any Person or group of Persons (other than Parent and Merger Subsidiary, any affiliate or associate of Parent and Merger Subsidiary or any designees of Parent and Merger Subsidiary) with respect to any inquiries or the making of any offer proposals or proposal offers from, or (includingii) except to the extent permitted by Subsection 5.2(b), without limitation(A) discuss with, (B) negotiate with, (C) provide any confidential information or data to, or (D) consider the merits of, any offer unsolicited inquiries, proposals or proposal offers from, any Person (other than Buyer) relating to any transaction directly or indirectly involving the stockholders sale of the CompanyBusiness or, other than in the Ordinary Course of Business, five (5) concerning an Acquisition Transaction percent or more of the consolidated assets of the Companies and the Company Subsidiaries, or any of the Shares or any shares of stock of the Company Subsidiaries, the Transferred Property or the Seller Intellectual Property, or any merger, consolidation, business combination or similar transaction involving Seller, any Company or any Company Subsidiary, or the acquisition of twenty-five (25) percent or more of the issued and outstanding shares of common stock of Seller (any such inquiry, proposal or offer being hereinafter referred to as an "Acquisition Proposal") or otherwise knowingly facilitate any effort or attempt ); provided that nothing contained herein shall prevent the Seller from complying with Rules 14d-9 and 14e-2 promulgated under the Exchange Act with regard to make or implement an Acquisition Proposal; provided. Seller shall, however, that prior to the date of acceptance for payment of and payment for Shares by Merger Subsidiary pursuant to the Offer, or, to the extent the Minimum Tender Condition is waived pursuant to Section 1.01(e), the date on which the Option is exercised (the earliest of such dates is referred to as the "Closing Date"), the Company may furnish information and access, but only in response to a request for information or access, to any Person making a bona fide written fully-financed (which for the purposes of this Agreement shall mean the receipt of a commitment letter, from a reputable Person capable of financing the transaction, subject only to normal and customary exceptions) all-cash Acquisition Proposal to the board of directors of the Company after the date hereof which was not knowingly encouraged, solicited or initiated by the Company or any of its affiliates or any director, employee, representative or agent of the Company or any of its Subsidiaries (including, without limitation, any investment banker, attorney or accountant retained by the Company or any of cause its Subsidiaries) on or after the date hereof , each Company and may participate in discussions each Company Subsidiary to, and negotiate with such each shall use its reasonable best efforts to, cause each Related Person concerning and each of their respective Representatives to, immediately cease and cause to be terminated any such bona fide written fully-financed all-cash Acquisition Proposal and the board of directors of the Company may modifyexisting activities, amend or withdraw its recommendation relative to the Offer or the Merger or authorize the Company, subject to Section 7.02(b), to enter into a binding written agreement concerning a Superior Proposal (as defined below), if and only if, in any such case, (i) the board of directors of the Company determines in good faith, (A) taking into account the reasoned advice of outside counsel to the Company to the effect that failing to provide such information or access or to participate in such discussions or negotiations or so with any parties conducted heretofore with respect to authorize or modify, to amend or withdraw such recommendation, as the case may be, is more likely than not to constitute a breach of such board's fiduciary duties under applicable law, and (B) taking into account the advice of financial advisors to the Company to such effect, that such bona fide written all-cash fully-financed Acquisition Proposal, if accepted, is reasonably likely to be consummated, taking into account all financial aspects any of the proposal and the Person making the proposal and would, if consummated, result in a transaction more favorable to the Company's stockholders from a financial point of view than the transaction contemplated by this Agreement (any such more favorable bona fide written fully-financed all- cash Acquisition Proposal as to which both of the determinations referred to in subclauses (A) and (B) above have been made being referred to in this Agreement as a "Superior Proposal"), and (ii) the board of directors of the Company receives from the Person making such bona fide written all-cash fully-financed Acquisition Proposal an executed confidentiality agreement the terms of which are (without regard to the terms of such Acquisition Proposal) (A) no less favorable to the Company, and (B) no less restrictive to the Person making such bona fide written all-cash fully-financed Acquisition Proposal than those contained in the Confidentiality Agreement, dated as of December 28, 1999 referring to Parent as the "Recipient" (the "Company Confidentiality Agreement"), between the Company and Parentforegoing. The Company will Seller shall promptly notify Parent within 48 hours Buyer if any such inquiries inquiries, proposals or proposals offers are received by, any such information is requested from, or any such negotiations or discussions are sought to be initiated or continued with the Company or about any Acquisition Proposal and shall in such notice indicate the identity of the offeror and the material terms and conditions of any such proposal and thereafter shall keep Parent reasonably informed, on a current basis, of the status and material terms of such proposals and the status of such negotiations or discussions, providing copies to Parent of any Acquisition Proposals made in writing. The Company shall provide Parent with four business days advance notice of, in each and every case, its intention to either enter into any agreement with or to provide any information to any Person making any such inquiry or proposal. Subject to the provisions of Section 5.02, the Company agrees not to release any third party from, or waive any provisions of, any confidentiality or standstill agreement to which the Company is a party and will use its best efforts to enforce any such agreements at the request of and on behalf of Parent. The Company will inform the individuals or entities referred to in the first sentence of this Section 5.02 of the obligations undertaken in this Section 5.02. The Company also will, at the request of Parent, promptly request each person or entity Person which has executed, within 12 months prior to the date of this Agreement, heretofore executed a confidentiality agreement in connection with its consideration of acquiring any Company or any Company Subsidiary or the Business or assets (other than in the Ordinary Course of Business) of any Company or any Company Subsidiary to return or destroy all confidential information heretofore furnished to such person or entity Person by or on behalf of any Company or any Company Subsidiary. (b) At any time prior to the Companytime its shareholders shall have voted to approve this Agreement, if Seller is not otherwise in violation of Section 5.22 hereof, of the first sentence of Section 5.23(a) hereof and of this Section 5.2, Seller may: (i) if it receives an unsolicited bona fide written proposal from a third party regarding an Acquisition Proposal and the board of directors of Seller, after consultation with its financial adviser and outside counsel, determines that pursuing such Acquisition Proposal is reasonably likely to lead to a Superior Proposal (as defined below), engage in the activities specified in Subsection 5.2(a)(ii)(A) and (D), if, in the opinion of the outside counsel to Seller, such action is required for the board of directors of Seller to comply with its fiduciary duties under applicable Law for the purpose of determining whether such Acquisition Proposal is a Superior Proposal, 45 (ii) further engage in the activities specified in Subsection 5.2(a)(ii)(C) if Seller has received from such third party an executed confidentiality agreement with confidentiality terms at least as stringent as those contained in the Confidentiality Agreement (as defined in Section 10.2 hereof), and if in the opinion of outside counsel to Seller, such action is required for the board of directors of Seller to comply with its fiduciary duties under applicable Law for the purpose of determining whether such Acquisition Proposal is a Superior Proposal, and (iii) further engage in the activities specified in Section 5.2(a)(ii)(B) regarding such an unsolicited bona fide written proposal that its board of directors has determined is a Superior Proposal, if, in the opinion of outside counsel to Seller, such action is required for the board of directors of Seller to comply with its fiduciary duties under applicable Law and Seller has received from such third party an executed confidentiality agreement with confidentiality terms at least as stringent as those contained in the Confidentiality Agreement. Seller will keep Buyer fully and currently informed of the status and details of any such unsolicited bona fide written proposal or Superior Proposal and any related discussions or, in the case of a Superior Proposal, negotiations. A "Superior Proposal" is a bona fide Acquisition Proposal that the board of directors of Seller determines in good faith after reasonable investigation, including receiving the opinion of its financial advisor and consulting with outside legal counsel to Seller and taking into account all the terms and conditions of the Acquisition Proposal, including any break-up fees or similar devices, expense reimbursement provisions and conditions to consummation (i) is more favorable and provides greater value to all of Seller's shareholders than this Agreement and the Acquisition, taken as a whole, and (ii) is reasonably capable of being, and is reasonably likely to be, consummated. (c) Seller hereby agrees that (i) it shall deliver, or cause to be delivered, to United Family Life Insurance Company ("UFL") pursuant to Section 13.02(b) of the Administrative Services Agreement, dated November 13, 1997, between UFL, Fortis, Inc., the Seller and Liberty Services (as amended, the "Fortis Agreement"), no more than 20 days prior to the Closing, a notice of change of control of Liberty Services; (ii) it shall not deliver and shall cause the Companies and the Company Subsidiaries not to deliver, any notice pursuant to Section 13.02(c) of the Fortis Agreement, offering a right of first refusal to UFL to acquire the issued and outstanding shares of Liberty Services; and (iii) it shall not deliver any notices arising out of, resulting from, relating to, or in connection with this Agreement (including the notice referred to in clause (i) above) to UFL without the prior written approval of Buyer, which approval shall not be unreasonably withheld.

Acquisition Proposals. The Company (a) Except as set forth in Section 6.1(d) of this Agreement, PageNet and Arch each agree that neither it nor any of its Subsidiaries nor any of the officers and directors of it or its Subsidiaries shall, and that each shall direct and use its best efforts to cause its nonstockholder affiliates and the officers, directors and employees of the Company and its Subsidiaries toSubsidiaries' employees, agents and shall instruct its stockholder affiliates and the representatives and agents of the Company and its Subsidiaries (including, without limitation, including any investment banker, attorney or accountant retained by the Company it or any of its Subsidiaries) to(PageNet or Arch, immediately cease as the case may be, its respective Subsidiaries and terminate any existing activities, discussions or negotiations, if any, with any parties (other than Parent and Merger Subsidiary, any affiliate or associate of Parent and Merger Subsidiary or any designees of Parent and Merger Subsidiary) conducted heretofore with respect to any acquisition or exchange of all or any material portion of the assets of, or more than 20% of the equity interest in, the Company or any of its Subsidiaries (by direct purchase from the Company, tender or exchange offer or otherwise) or any business combination, merger or similar transaction (including an exchange of stock or assets) with or involving the Company or any Subsidiary or division of the Company (an "Acquisition Transaction"), other than the Offer and the Merger. Except as set forth in this Section 5.02, the Company shall not, and shall use its best efforts to cause its nonstockholder affiliates and the their officers, directors directors, employees, agents and employees of the Company and representatives being referred to as its Subsidiaries not to, and shall instruct its stockholder affiliates and the representatives and agents of the Company and its Subsidiaries (including, without limitation, any investment banker, attorney or accountant retained by the Company or any of its Subsidiaries"REPRESENTATIVES") not to, directly or indirectly, knowingly encourageinitiate, solicit, participate in encourage or initiate discussions or negotiations with, or provide any nonpublic information or data (other than the Company's standard public information package) to, any Person or group of Persons (other than Parent and Merger Subsidiary, any affiliate or associate of Parent and Merger Subsidiary or any designees of Parent and Merger Subsidiary) with respect to otherwise facilitate any inquiries or the making of any proposal or offer with respect to a merger, reorganization, acquisition, share exchange, consolidation, business combination, recapitalization, liquidation, dissolution or similar transaction involving 37 it, or any purchase or sale of the consolidated assets (including without limitation stock of Subsidiaries) of it or any of its Subsidiaries, taken as a whole, having an aggregate value equal to 10% or more of its assets, or any purchase or sale of, or tender or exchange offer for, 15% or more of its equity securities (any such proposal (includingor offer being referred to as an "ACQUISITION PROPOSAL"). PageNet and Arch further agree that neither it nor any of its Subsidiaries nor any of the officers and directors of it or its Subsidiaries shall, without limitationand that it shall direct and use its best efforts to cause its Representatives not to, directly or indirectly, have any discussion with, or provide any confidential information or data to, any offer Person relating to, or proposal to the stockholders of the Company) in contemplation of, an Acquisition Proposal or engage in any negotiations concerning an Acquisition Transaction (an "Acquisition Proposal") , or otherwise knowingly facilitate any effort or attempt to make or implement an Acquisition Proposal; providedPROVIDED, howeverHOWEVER, that prior nothing contained in this Agreement shall prevent PageNet, Arch or their respective 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 discussions or negotiations with or providing any information to, any Person in response to an unsolicited bona fide written Acquisition Proposal by any such Person; or (C) subject to the date obligation of acceptance for payment of and payment for Shares by Merger Subsidiary (x) PageNet pursuant to Section 6.5(a) to duly convene a PageNet Stockholders Meeting at which a vote of the Offerstockholders of PageNet shall be taken regarding the adoption of this Agreement and the approval of the Merger and the other transactions contemplated by this Agreement, orand (y) Arch pursuant to Section 6.5(b) to duly convene a Arch Stockholders Meeting at which a vote of the stockholders of Arch shall be taken with respect to the matters set forth in Section 6.5(b) of this Agreement, recommending such an unsolicited bona fide written Acquisition Proposal to its stockholders if, and only to the extent that, with respect to the Minimum Tender Condition is waived pursuant to Section 1.01(e), the date on which the Option is exercised (the earliest of such dates is actions referred to as the "Closing Date"), the Company may furnish information and access, but only in response to a request for information clauses (B) or access, to any Person making a bona fide written fully-financed (which for the purposes of this Agreement shall mean the receipt of a commitment letter, from a reputable Person capable of financing the transaction, subject only to normal and customary exceptions) all-cash Acquisition Proposal to the board of directors of the Company after the date hereof which was not knowingly encouraged, solicited or initiated by the Company or any of its affiliates or any director, employee, representative or agent of the Company or any of its Subsidiaries (including, without limitation, any investment banker, attorney or accountant retained by the Company or any of its Subsidiaries) on or after the date hereof and may participate in discussions and negotiate with such Person concerning any such bona fide written fully-financed all-cash Acquisition Proposal and the board of directors of the Company may modify, amend or withdraw its recommendation relative to the Offer or the Merger or authorize the Company, subject to Section 7.02(b), to enter into a binding written agreement concerning a Superior Proposal (as defined below), if and only if, in any such case, C): (i) the board its Board of directors of the Company determines Directors concludes in good faith, faith (Aafter consultation with its outside legal counsel and its financial advisor) taking into account the reasoned advice of outside counsel to the Company to the effect that failing to provide such information or access or to participate in such discussions or negotiations or so to authorize or modify, to amend or withdraw such recommendation, as the case may be, is more likely than not to constitute a breach of such board's fiduciary duties under applicable law, and (B) taking into account the advice of financial advisors to the Company to such effect, that such bona fide written all-cash fully-financed Acquisition Proposal, if accepted, Proposal is reasonably likely to be consummatedcapable of being completed, taking into account all financial legal, financial, regulatory and other aspects of the proposal and the Person making the proposal proposal, and would, if consummated, result in a transaction more favorable to the Company's its stockholders from a financial point of view than the transaction contemplated by this Agreement (any such more favorable bona fide written fully-financed all- cash Acquisition Proposal as to which both of the determinations referred to in subclauses (A) and (B) above have been made being referred to in this Agreement herein as a "Superior ProposalSUPERIOR PROPOSAL"), and ; (ii) its Board of Directors determines in good faith after consultation with outside legal counsel that such action is necessary for the board Board of directors Directors to comply with its fiduciary duty to its stockholders under applicable Law; and (iii) prior to providing any information or data to any Person in connection with a Superior Proposal by any such Person, its Board of the Company receives Directors shall receive from the such Person making such bona fide written all-cash fully-financed Acquisition Proposal an executed confidentiality agreement the on terms of which are (without regard substantially similar to the terms of such Acquisition Proposal) (A) no less favorable to the Company, and (B) no less restrictive to the Person making such bona fide written all-cash fully-financed Acquisition Proposal than those contained in the Confidentiality AgreementAgreement (as defined in Section 6.15); PROVIDED, dated as that such confidentiality agreement shall contain terms that allow it to comply with its obligations under this Section 6.2. (b) PageNet and Arch each agree that it will immediately cease and cause to be terminated any existing activities, discussions or negotiations with any parties conducted 38 heretofore with respect to any Acquisition Proposal. PageNet and Arch each agree that it will take the necessary steps to promptly inform each of December 28, 1999 referring to Parent as its Representatives of the "Recipient" (the "Company Confidentiality Agreement"obligations undertaken in Section 6.2(a), between the Company . PageNet and Parent. The Company Arch each agree that it will notify Parent within 48 hours the other party immediately if any such inquiries inquiries, proposals or proposals offers are received by, any such information is requested from, or any such discussions or negotiations or discussions are sought to be initiated or continued with, any of its Representatives indicating, in connection with such notice, the Company and shall in name of such notice indicate the identity of the offeror Person making such inquiry, proposal, offer or request and the material terms and conditions substance of any such proposal and inquiries, proposals or offers. Such party thereafter shall keep Parent reasonably the other informed, on a current basis, of the status and material terms of any such inquiries, proposals or offers and the status of such negotiations or discussions, providing copies to Parent of any Acquisition Proposals made in writing. The Company shall provide Parent with four business days advance notice of, in each and every case, its intention to either enter into any agreement with or to provide any information to any Person making any such inquiry discussions or proposalnegotiations. Subject to the provisions of Section 5.02, the Company agrees not to release any third party from, or waive any provisions of, any confidentiality or standstill agreement to which the Company is a party PageNet and Arch each also agree that it will use its best efforts to enforce any such agreements at the request of and on behalf of Parent. The Company will inform the individuals or entities referred to in the first sentence of this Section 5.02 of the obligations undertaken in this Section 5.02. The Company also will, at the request of Parent, promptly request each person or entity which Person that has executed, within 12 months prior to the date of this Agreement, heretofore executed a confidentiality agreement in connection with its consideration of acquiring the Company any Acquisition Proposal to return or destroy all confidential information heretofore furnished to such person or entity by Person by, or on behalf of, it or any of the Companyits Subsidiaries.

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 nonstockholder affiliates and the officers, directors and employees of the Company and its Subsidiaries toSubsidiaries' employees, agents and shall instruct its stockholder affiliates and the representatives and agents of the Company and its Subsidiaries (including, without limitation, including any investment banker, attorney or accountant retained by the Company it or any of its Subsidiaries) (the Company, its Subsidiaries and their officers, directors, employees, agents and representatives being referred to as the "Company Representatives") not to, immediately cease and terminate directly or ----------------------- indirectly, initiate, solicit, encourage or otherwise facilitate any existing activities, discussions inquiries or negotiations, if any, with the making of any parties (other than Parent and Merger Subsidiary, any affiliate proposal or associate of Parent and Merger Subsidiary or any designees of Parent and Merger Subsidiary) conducted heretofore offer with respect to any acquisition a merger, reorganization, share exchange, consolidation, business combination, recapitalization, liquidation, dissolution or exchange of all similar transaction involving it, or any material portion purchase or sale of the consolidated assets of, or more than 20% (including stock of the equity interest in, the Company its Subsidiaries) of it or any of its Subsidiaries (by direct Subsidiaries, taken as a whole, having an aggregate value equal to 10% or more of its market capitalization, or any purchase from the Companyor sale of, or tender or exchange offer for, 10% or otherwise) more of its or any business combination, merger of its Subsidiaries' equity securities (any such proposal or similar transaction (including an exchange of stock or assets) with or involving the Company or any Subsidiary or division of the Company (offer being hereinafter referred to as an "Acquisition TransactionProposal"), other than . The Company further agrees that neither -------------------- it nor any of its Subsidiaries nor any of the Offer officers and the Merger. Except as set forth in this Section 5.02, the Company shall notdirectors of it or its Subsidiaries shall, and that it shall direct and use its best efforts to cause its nonstockholder affiliates and the officers, directors and employees of the Company and its Subsidiaries not to, and shall instruct its stockholder affiliates and the representatives and agents of the Company and its Subsidiaries (including, without limitation, any investment banker, attorney or accountant retained by the Company or any of its Subsidiaries) Representatives not to, directly or indirectly, knowingly encourage, solicit, participate in or initiate discussions or negotiations with, have any discussion with or provide any nonpublic confidential information or data (other than the Company's standard public information package) to, to any Person relating to or group in contemplation of Persons (other than Parent and Merger Subsidiary, an Acquisition Proposal or engage in any affiliate or associate of Parent and Merger Subsidiary or any designees of Parent and Merger Subsidiary) with respect to any inquiries or the making of any offer or proposal (including, without limitation, any offer or proposal to the stockholders of the Company) ne gotiations concerning an Acquisition Transaction (an "Acquisition Proposal") , or otherwise knowingly facilitate any effort or attempt to make or implement an Acquisition Proposal; provided, however, that prior nothing contained in this -------- ------- Agreement shall prevent either the Company or its Board of Directors from: (A) complying with Rule 14d-9 and Rule 14e-2 promulgated under the Exchange Act with regard to an Acquisition Proposal; (B) engaging in any discussions or negotiations with or providing any information to, any Person in response to an unsolicited bona fide written Acquisition Proposal by any such Person; or (C) subject to the date obligation of acceptance for payment of and payment for Shares by Merger Subsidiary pursuant to the Offer, or, to the extent the Minimum Tender Condition is waived Company pursuant to Section 1.01(e), 6.4 to duly convene a Stockholders Meeting at which a vote of the date on which the Option is exercised (the earliest stockholders of such dates is referred to as the "Closing Date"), the Company may furnish information shall be taken regarding the adoption of this Agreement and accessthe approval of the transactions contemplated by this Agreement, but only in response to a request for information or access, to any Person making a recommending such an unsolicited bona fide written fully-financed (which for the purposes of this Agreement shall mean the receipt of a commitment letter, from a reputable Person capable of financing the transaction, subject only to normal and customary exceptions) all-cash Acquisition Proposal to the board of directors stockholders of the Company after the date hereof which was not knowingly encouragedif, solicited or initiated by the Company or any of its affiliates or any director, employee, representative or agent of the Company or any of its Subsidiaries (including, without limitation, any investment banker, attorney or accountant retained by the Company or any of its Subsidiaries) on or after the date hereof and may participate in discussions and negotiate with such Person concerning any such bona fide written fully-financed all-cash Acquisition Proposal and the board of directors of the Company may modify, amend or withdraw its recommendation relative only to the Offer extent that, with respect to the actions referred to in clauses (B) or the Merger or authorize the Company, subject to Section 7.02(b(C), to enter into a binding written agreement concerning a Superior Proposal (as defined below), if and only if, in any such case, (i) the board Board of directors Directors of the Company determines concludes in good faith, faith (Aafter consultation with its outside legal counsel and its financial advisor) taking into account the reasoned advice of outside counsel to the Company to the effect that failing to provide such information or access or to participate in such discussions or negotiations or so to authorize or modify, to amend or withdraw such recommendation, as the case may be, is more likely than not to constitute a breach of such board's fiduciary duties under applicable law, and (B) taking into account the advice of financial advisors to the Company to such effect, that such bona fide written all-cash fully-financed Acquisition Proposal, if accepted, Proposal is reasonably likely to be consummatedcapable of being completed, taking into account all financial legal, financial, regulatory and other aspects of the proposal and the Person making the proposal proposal, and would, if consummated, result in a transaction more favorable to the Company's stockholders from a financial point of view than the transaction contemplated by this Agreement (any such more favorable bona fide written fully-financed all- cash Acquisition Proposal as to which both of the determinations referred to in subclauses (A) and (B) above have been made being referred to in this Agreement as a "Superior Proposal"), and (ii) the board Board of directors Directors of the Company receives from ----------------- determines in good faith after consultation with outside legal counsel that the failure to take such action would result in the reasonable likelihood that the Board of Directors would breach its fiduciary duties to the Company's stockholders under applicable Law and (iii) prior to providing any information or data to any Person making such bona fide written all-cash fully-financed 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 the on terms of which are (without regard substantially similar to the terms of such Acquisition Proposal) (A) no less favorable to the Company, and (B) no less restrictive to the Person making such bona fide written all-cash fully-financed Acquisition Proposal than those contained in the Confidentiality Agreement, dated as of December 28, 1999 referring to confidentiality agreement previously entered into between Parent as the "Recipient" (the "Company Confidentiality Agreement"), between and the Company in connection with their consideration of the Merger; provided, that such confidentiality -------- agreement shall contain terms that allow the Company to comply with its obligations under this Section 6.2. (b) The Company agrees that it will immediately cease and Parentcause to be terminated any existing activities, discussions or negotiations with any parties conducted heretofore with respect to any Acquisition Proposal. The Company agrees that it will notify Parent within 48 hours if any such inquiries or proposals are received by, any such information is requested from, or any such negotiations or discussions are sought take the necessary steps to be initiated or continued with the promptly inform each Company and shall in such notice indicate the identity of the offeror and the material terms and conditions of any such proposal and thereafter shall keep Parent reasonably informed, on a current basis, of the status and material terms of such proposals and the status of such negotiations or discussions, providing copies to Parent of any Acquisition Proposals made in writing. The Company shall provide Parent with four business days advance notice of, in each and every case, its intention to either enter into any agreement with or to provide any information to any Person making any such inquiry or proposal. Subject to the provisions of Section 5.02, the Company agrees not to release any third party from, or waive any provisions of, any confidentiality or standstill agreement to which the Company is a party and will use its best efforts to enforce any such agreements at the request of and on behalf of Parent. The Company will inform the individuals or entities referred to in the first sentence of this Section 5.02 Representative of the obligations undertaken in this Section 5.02. The Company also will, at the request of Parent, promptly request each person or entity which has executed, within 12 months prior to the date of this Agreement, a confidentiality agreement in connection with its consideration of acquiring the Company to return or destroy all confidential information heretofore furnished to such person or entity by or on behalf of the Company.in

Acquisition Proposals. The Company shall, and shall use (a) Stratex agrees that neither it nor any of its best efforts to cause its nonstockholder affiliates and the Subsidiaries nor any of their respective officers, directors directors, employees, agents and employees of the Company and its Subsidiaries torepresentatives (any such Persons, and shall instruct its stockholder affiliates and the representatives and agents of the Company and its Subsidiaries (including, without limitation, including any investment banker, attorney or accountant retained by accountant, a “Representative”) shall, directly or indirectly, initiate, solicit, encourage or facilitate any inquiries or the Company making or implementation of any of its Subsidiaries) to, immediately cease and terminate any existing activities, discussions proposal or negotiations, if any, with any parties (other than Parent and Merger Subsidiary, any affiliate or associate of Parent and Merger Subsidiary or any designees of Parent and Merger Subsidiary) conducted heretofore offer with respect to (i) a merger, consolidation, share exchange, reorganization or other business combination transaction involving Stratex, (ii) any acquisition of any equity or exchange of all or any material portion of the assets of, or more than 20% of the equity interest in, the Company other ownership interests in Stratex or any of its Subsidiaries (by direct purchase from representing, in the Companyaggregate, tender 15% or exchange offer more of the total voting power or otherwise) economic interest of all of the outstanding equity or any business combination, merger other ownership interest in Stratex or similar transaction (including an exchange economic interest of stock or assets) with or involving the Company or equivalent value in any Subsidiary of Stratex or division (iii) any acquisition of the Company (an "Acquisition Transaction"), other than the Offer and the Merger. Except as set forth in this Section 5.02, the Company shall not, and shall use its best efforts to cause its nonstockholder affiliates and the officers, directors and employees assets of the Company and its Subsidiaries not to, and shall instruct its stockholder affiliates and the representatives and agents of the Company and its Subsidiaries (including, without limitation, any investment banker, attorney or accountant retained by the Company Stratex or any of its Subsidiaries representing 15% or more of the total assets of Stratex and its Subsidiaries) not to, taken as a whole (any such inquiry, proposal or offer being hereinafter referred to as an “Acquisition Proposal”). Stratex further agrees that neither it nor any of its Subsidiaries nor any of their respective Representatives shall, directly or indirectly, knowingly encourageprovide any confidential or non public information or data to, solicit, or engage or participate in or initiate any discussions or negotiations with, or provide any nonpublic information or data (other than the Company's standard public information package) to, any Person or group of Persons (other than Parent and Merger Subsidiary, any affiliate or associate of Parent and Merger Subsidiary or any designees of Parent and Merger Subsidiary) with respect relating to any inquiries or the making of any offer or proposal (including, without limitation, any offer or proposal to the stockholders of the Company) concerning an Acquisition Transaction (an "Acquisition Proposal") , or otherwise knowingly encourage or facilitate any effort or attempt by any Person, in each case, other than Hxxxxx, Newco or Merger Sub, to make or implement an Acquisition Proposal; provided, however, that prior nothing contained in this Agreement shall prevent Stratex or the Stratex Board from (i) complying with its disclosure obligations under Sections 14d-9 and 14e-2 of the Exchange Act and the rules thereunder with regard to an Acquisition Proposal or making any disclosures to holders of Stratex Common Stock that the Stratex Board determines in good faith (after consultation with outside counsel) that the Stratex Board is required to make in order to comply with its fiduciary duties to the date holders of acceptance for payment Stratex Common Stock under the DGCL (but if any disclosure made to effect such compliance has the substantive effect of and payment for Shares by Merger Subsidiary pursuant withdrawing, or modifying or qualifying in any manner adverse to Hxxxxx, the OfferBoard Recommendation or Board Approval or recommending or approving another Acquisition Proposal (each, ora “Change In Recommendation”), Hxxxxx shall have the right to the extent the Minimum Tender Condition is waived terminate this Agreement pursuant to Section 1.01(e11.1(c)(i)) or (ii) at any time prior to, but not after, the date on which the Option Stratex Requisite Vote is exercised obtained: (the earliest of such dates is referred to as the "Closing Date"), the Company may furnish A) providing confidential or non public information and access, but only in response to a request for information or access, to any therefor by a Person making a who has made an unsolicited bona fide written fully-financed Acquisition Proposal (assuming, for this purpose only, that all references to “15% or more” in the definition of such term were changed to “a majority”) which for the purposes did not result from a breach of this Agreement shall mean Section 9.1 (a “Qualifying Acquisition Proposal”); (B) engaging or participating in any discussions or negotiations with any Person who has made a Qualifying Acquisition Proposal; or (C) approving or recommending to the receipt holders of shares of Stratex Common Stock a commitment letterQualifying Acquisition Proposal (or agreeing to take any such action), if and only to the extent that, (1) in the case of any action described in clause (A), (B) or (C) above, after consulting with outside legal counsel the Stratex Board determines in good faith that failing to take such action would constitute a breach by the directors of Stratex of their fiduciary duties under applicable Law; (2) prior to taking any action described in clause (A) or (B) above, Stratex and the other Person referred to in such clauses execute and deliver a written confidentiality agreement on terms substantially similar to those contained in the Confidentiality Agreement; (3) in the case of any action described in clause (B) or (C) above, the Stratex Board determines in good faith and after consulting with its financial advisors and outside counsel that the Qualifying Acquisition Proposal referred to in such clauses is (x) more favorable from a reputable Person capable financial point of financing view to Stratex’s stockholders than the transaction, subject only Transactions after taking into account any Revised Terms offered by Hxxxxx before such action is taken and all other relevant factors (including but not limited to normal and customary exceptions) all-cash the probability that such Qualifying Acquisition Proposal will be consummated and the time required to the board of directors of the Company after the date hereof which was not knowingly encouragedeffect such consummation) and (y) reasonably likely to be consummated taking into account all legal, solicited or initiated by the Company or any of its affiliates or any directorfinancial, employee, representative or agent of the Company or any of its Subsidiaries regulatory (including, without limitation, any investment banker, attorney antitrust or accountant retained by the Company competition approvals or any of its Subsidiariesnon objections) on or after the date hereof and may participate in discussions and negotiate with such Person concerning other relevant factors (any such bona fide written fully-financed all-cash Qualifying Acquisition Proposal and the board of directors of the Company may modifyProposal, amend or withdraw its recommendation relative to the Offer or the Merger or authorize the Company, subject to Section 7.02(b), to enter into a binding written agreement concerning a “Superior Proposal (as defined below), if and only ifProposal”) or, in any such case, (i) the board of directors of the Company determines in good faith, (A) taking into account the reasoned advice of outside counsel to the Company to the effect that failing to provide such information or access or to participate in such discussions or negotiations or so to authorize or modify, to amend or withdraw such recommendation, as the case may be, is more likely than not to constitute a breach of such board's fiduciary duties under applicable law, and clause (B) taking into account the advice of financial advisors to the Company to such effect, that such bona fide written all-cash fully-financed Acquisition Proposal, if acceptedonly, is reasonably likely to be consummated, lead to a Superior Proposal; (4) before taking into account all financial aspects any of the proposal and the Person making the proposal and would, if consummated, result actions described in a transaction more favorable to the Company's stockholders from a financial point of view than the transaction contemplated by this Agreement (any such more favorable bona fide written fully-financed all- cash Acquisition Proposal as to which both of the determinations referred to in subclauses (A) and clause (B) above or (C) above, Stratex shall have been made being referred provided written notice to Hxxxxx of Stratex’s or the Stratex Board’s intention to take such action, at least five (5) Business Days (in this Agreement as a "Superior Proposal"), and (ii) the board of directors case of the Company receives from the Person making such bona fide written all-cash fully-financed first Qualifying Acquisition Proposal an executed confidentiality agreement made by such Person) or one (1) Business Day (in the terms case of which are (without regard to the terms of such Acquisition Proposal) (A) no less favorable to the Company, and (B) no less restrictive to the Person making such bona fide written all-cash fully-financed any subsequent Qualifying Acquisition Proposal than those contained in made by such Person) shall have elapsed since the Confidentiality Agreement, dated as of December 28, 1999 referring to Parent as the "Recipient" (the "Company Confidentiality Agreement"), between the Company and Parent. The Company will notify Parent within 48 hours if any such inquiries or proposals are date on which Hxxxxx received by, any such information is requested from, or any such negotiations or discussions are sought to be initiated or continued with the Company and shall in such notice indicate the identity of the offeror and the material terms and conditions of any such proposal and thereafter Stratex shall keep Parent reasonably informed, on a current basis, of the status and material terms of such proposals and the status of such negotiations or discussions, providing copies to Parent of any Acquisition Proposals made in writing. The Company shall provide Parent have complied with four business days advance notice of, in each and every case, its intention to either enter into any agreement with or to provide any information to any Person making any such inquiry or proposal. Subject to the provisions of Section 5.02, 9.1(c). Any determination required or permitted to be made by the Company agrees not to release any third party from, or waive any provisions of, any confidentiality or standstill agreement to which Stratex Board after the Company is a party and will use its best efforts to enforce any such agreements at the request of and on behalf of Parent. The Company will inform the individuals or entities referred to in the first sentence of this Section 5.02 date of the obligations undertaken in Original Formation Agreement under this Section 5.02Agreement shall be sufficient if approved by a majority of the total number of members thereof at a meeting duly called and held and at which a quorum was present and acting throughout. (b) Stratex agrees that it will immediately cease and cause to be terminated any existing activities, discussions or negotiations with any Person conducted prior to the Original Formation Agreement Date with respect to any Acquisition Proposal. The Company also will, at the request of Parent, Stratex will promptly request each person or entity which Person that has executed, within 12 months prior to the date of this Agreement, heretofore executed a confidentiality agreement in connection with its consideration of acquiring the Company a transaction with Stratex to return or destroy all confidential information heretofore furnished prior to the execution of this Agreement to or for the benefit of such person or entity Person by or on behalf of Stratex or any of its Subsidiaries and to destroy all summaries, analyses or extracts of or based upon such information in the Companypossession of such Person or any of its Representatives. Stratex agrees that it will take the necessary steps to promptly inform its Representatives of the obligations undertaken in this Section 9.1. None of Stratex or any of its Subsidiaries will waive any provision of any confidentiality or standstill agreement to which it is a party without the prior written consent of Hxxxxx. (c) Stratex agrees that it will notify Hxxxxx as promptly as practicable (and, in any event, within 24 hours) if any inquiries, proposals or offers with respect to any Acquisition Proposal or potential Acquisition Proposal are received by, any information relating thereto is requested from, or any discussions or negotiations relating thereto are sought to be initiated or continued with, it or any of its Representatives, indicating, in connection with such notice, the name of such Person and the material terms and conditions of any proposal or offer and thereafter shall keep Hxxxxx informed, on a current basis, as to the status and terms of any such proposal or offer and the status of any such discussions or negotiations. Stratex also agrees to provide any information to Hxxxxx that it is providing to another Person pursuant to this Section 9.1 at the same time it provides it to such other Person. Stratex agrees that during the five- and one-Business Day periods described in subclause (4) of clause (ii) of the proviso in Section 9.1(a) and in Section 9.2, Stratex shall negotiate in good faith with Hxxxxx with respect to any revisions to the terms of the transactions contemplated by this Agreement proposed by Hxxxxx. Any such revisions which Hxxxxx offers in writing to make which, if accepted by Stratex, would be legally binding on the parties to this Agreement are referred to herein as “Revised Terms”. Stratex agrees that any material amendment to any Qualifying Acquisition Proposal will be deemed to be a new Qualifying Acquisition Proposal for purposes of this Section 9.1 and Section 9.2.

Acquisition Proposals. The Company shallPrior to the Closing or the earlier termination of this Agreement, and shall use its best efforts to cause its nonstockholder affiliates each Seller, Argotec and the officers, directors and employees of the Company and its Subsidiaries to, and shall instruct its stockholder affiliates and the representatives and agents of the Company and its Subsidiaries (including, without limitation, any investment banker, attorney or accountant retained by the Company or any of its Subsidiaries) to, immediately cease and terminate any existing activities, discussions or negotiations, if any, with any parties (other than Parent and Merger Subsidiary, any affiliate or associate of Parent and Merger Subsidiary or any designees of Parent and Merger Subsidiary) conducted heretofore with respect to any acquisition or exchange of all or any material portion of the assets of, or more than 20% of the equity interest in, the Company or any of its Subsidiaries (by direct purchase from the Company, tender or exchange offer or otherwise) or any business combination, merger or similar transaction (including an exchange of stock or assets) with or involving the Company or any Subsidiary or division of the Company (an "Acquisition Transaction"), other than the Offer and the Merger. Except as set forth in this Section 5.02, the Company shall not, and shall use its best efforts to cause its nonstockholder affiliates and the officers, directors and employees of the Company and its Subsidiaries will not to, and shall instruct its stockholder affiliates and the representatives and agents of the Company and its Subsidiaries (including, without limitation, any investment banker, attorney or accountant retained by the Company or any of its Subsidiaries) not torespectively, directly or indirectly, knowingly encouragethrough any officer, employee, director, representative, parent, affiliate, broker, advisor or agent (i) seek, solicit, participate in initiate or initiate discussions encourage the submission of inquiries, proposals or negotiations withoffers from any corporation, partnership, person or provide other entity or group relating to any nonpublic information acquisition or data (other than purchase of the Ordinary Shares or the assets, properties or business of the Company or any tender or exchange offer, merger, reverse merger, consolidation, business combination, recapitalization, spin-off, liquidation, dissolution or similar transaction seeking, directly or indirectly, to acquire the Ordinary Shares or any of the Company's standard public information package) toassets, any Person properties or group of Persons business (other than Parent and Merger Subsidiary, any affiliate or associate of Parent and Merger Subsidiary or any designees of Parent and Merger Subsidiary) with respect to any inquiries or the making of any offer or proposal (including, without limitation, any offer or proposal to the stockholders of the Company) concerning an Acquisition Transaction (each an "Acquisition Proposal"); (ii) participate or cooperate in or consider or pursue, any discussions or negotiations regarding an Acquisition Proposal or furnish to any person or entity information concerning the Company for any Acquisition Proposal; or (iii) otherwise knowingly solicit or cooperate in any way with, or assist, or participate in, facilitate or encourage any effort or attempt by any person to make or implement enter into an Acquisition Proposal; provided, however, that prior to nothing contained in this Section 7.12 shall prohibit the date Board of acceptance for payment of and payment for Shares by Merger Subsidiary pursuant to the Offer, or, to the extent the Minimum Tender Condition is waived pursuant to Section 1.01(e), the date on which the Option is exercised (the earliest of such dates is referred to as the "Closing Date"), the Company may furnish information and access, but only in response to a request for information or access, to any Person making a bona fide written fully-financed (which for the purposes of this Agreement shall mean the receipt of a commitment letter, from a reputable Person capable of financing the transaction, subject only to normal and customary exceptions) all-cash Acquisition Proposal to the board of directors Directors of the Company after the date hereof which was not knowingly encouraged, solicited or initiated by the Company or any of from complying with its affiliates or any director, employee, representative or agent of the Company or any of its Subsidiaries (including, without limitation, any investment banker, attorney or accountant retained by the Company or any of its Subsidiaries) on or after the date hereof and may participate in discussions and negotiate with such Person concerning any such bona fide written fully-financed all-cash Acquisition Proposal and the board of directors of the Company may modify, amend or withdraw its recommendation relative to the Offer or the Merger or authorize the fiduciary duties under applicable law. The Company, subject to Section 7.02(b), to enter into Argotec or a binding written agreement concerning a Superior Proposal (as defined below), if and only if, in any such case, (i) the board of directors of the Company determines in good faith, (A) taking into account the reasoned advice of outside counsel to the Company to the effect that failing to provide such information or access or to participate in such discussions or negotiations or so to authorize or modify, to amend or withdraw such recommendationSeller, as the case may be, is more likely than not to constitute a shall notify Purchaser in writing within twenty-four hours of any breach of this Section 7.12. Such written notifications shall describe in reasonable detail any such board's fiduciary duties under applicable lawoccurrence and identify the person or persons involved. In the event that the Company, and (B) taking into account Argotec or any Seller breaches this Section 7.12, and, as a result, the advice of financial advisors to Closing does not occur, the Company to such effect, that such bona fide written allshall reimburse the Purchaser for 44 all reasonable out-cash fullyof-financed Acquisition Proposal, if accepted, is reasonably likely to be consummated, taking into account all financial aspects of pocket expenses incurred by the proposal and the Person making the proposal and would, if consummated, result Purchaser in a transaction more favorable to the Company's stockholders from a financial point of view than connection with the transaction contemplated by this Agreement (any such more favorable bona fide written fully-financed all- cash Acquisition Proposal as to which both Agreement. In the event that the Company, Argotec or a Seller breaches this Section 7.12 and then enters into an agreement with a party other than the Purchaser within six months of the determinations referred to in subclauses (A) and (B) above have been made being referred to in termination or expiration of this Agreement as a "Superior Proposal"), and (ii) to sell the board of directors Ordinary Shares or to sell substantially all of the Company receives from Company's assets, then the Person making Company, Argotec or any Seller, or any of them, as applicable, shall pay the Purchaser $1,000,000 or such bona fide written all-cash fully-financed Acquisition Proposal an executed confidentiality agreement percentage of $1,000,000 as is equal to the percentage of total consideration to be received by the breaching party under the terms of which are (without regard to the terms of such Acquisition Proposal) (A) no less favorable to the Company, and (B) no less restrictive to the Person making such bona fide written all-cash fully-financed Acquisition Proposal than those contained in the Confidentiality Agreement, dated as of December 28, 1999 referring to Parent as the "Recipient" (the "Company Confidentiality Agreement"), between the Company and Parent. The Company will notify Parent within 48 hours if any such inquiries or proposals are received by, any such information is requested from, or any such negotiations or discussions are sought to be initiated or continued with the Company and shall in such notice indicate the identity of the offeror and the material terms and conditions of any such proposal and thereafter shall keep Parent reasonably informed, on a current basis, of the status and material terms of such proposals and the status of such negotiations or discussions, providing copies to Parent of any Acquisition Proposals made in writing. The Company shall provide Parent with four business days advance notice of, in each and every case, its intention to either enter into any agreement with or to provide any information to any Person making any such inquiry or proposal. Subject to the provisions of Section 5.02, the Company agrees not to release any third party from, or waive any provisions of, any confidentiality or standstill agreement to which the Company is a party and will use its best efforts to enforce any such agreements at the request of and on behalf of Parent. The Company will inform the individuals or entities referred to in the first sentence of this Section 5.02 of the obligations undertaken in this Section 5.02. The Company also will, at the request of Parent, promptly request each person or entity which has executed, within 12 months prior to the date of this Agreement, a confidentiality agreement in connection with its consideration of acquiring the Company to return or destroy all confidential information heretofore furnished to such person or entity by or on behalf of the Company.

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 use its best efforts to cause its nonstockholder affiliates and the officers, directors and employees of the Company and its Subsidiaries toSubsidiaries' employees, agents and shall instruct its stockholder affiliates and the representatives and agents of the Company and its Subsidiaries (including, without limitation, including any investment banker, attorney attorney, consultant or accountant ("REPRESENTATIVES") retained by the Company or any of its Subsidiaries) to, immediately cease and terminate any existing activities, discussions or negotiations, if any, with any parties (other than Parent and Merger Subsidiary, any affiliate or associate of Parent and Merger Subsidiary or any designees of Parent and Merger Subsidiary) conducted heretofore with respect to any acquisition or exchange of all or any material portion of the assets of, or more than 20% of the equity interest in, the Company or any of its Subsidiaries (by direct purchase from the Company, tender or exchange offer or otherwise) or any business combination, merger or similar transaction (including an exchange of stock or assets) with or involving the Company or any Subsidiary or division of the Company (an "Acquisition Transaction"), other than the Offer and the Merger. Except as set forth in this Section 5.02, the Company shall not, and shall use its best efforts to cause its nonstockholder affiliates and the officers, directors and employees of the Company and its Subsidiaries not to, and shall instruct its stockholder affiliates and the representatives and agents of the Company and its Subsidiaries (including, without limitation, any investment banker, attorney or accountant retained by the Company it or any of its Subsidiaries) not to, directly or indirectly, initiate, solicit or knowingly encourage, solicit, participate in encourage or initiate discussions or negotiations with, or provide any nonpublic information or data (other than the Company's standard public information package) to, any Person or group of Persons (other than Parent and Merger Subsidiary, any affiliate or associate of Parent and Merger Subsidiary or any designees of Parent and Merger Subsidiary) with respect to facilitate any inquiries or the making of any proposal or offer with respect to: (i) a merger, reorganization, share exchange, consolidation or similar transaction involving the Company; (ii) any purchase of any material equity interest in the Company or of any material portion of the assets of the Company and its Subsidiaries, taken as a whole, other than the sale of its products in the ordinary course of business consistent with past practice; (iii) the adoption by the Company of a plan of liquidation or the declaration or payment of an extraordinary dividend; (iv) the repurchase by the Company or any of its Subsidiaries of any of the outstanding shares of Common Stock; or (v) any combination of the foregoing (any such proposal (includingor 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, without limitationand that it shall cause its and its Subsidiaries' 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 offer or proposal Person relating to the stockholders of the Company) concerning an Acquisition Transaction (an "Acquisition Proposal") , or otherwise knowingly encourage or facilitate any effort or attempt to make or implement an Acquisition Proposal; provided, howeverPROVIDED, that prior nothing contained in this Section 7.2(a) shall prevent the Company or the Company Board from (x) complying with its disclosure obligations under Sections 14d-9 and 14e-2 of the Exchange Act with regard to an Acquisition Proposal (PROVIDED that neither the date of acceptance for payment of and payment for Shares by Merger Subsidiary pursuant to the Offer, or, to the extent the Minimum Tender Condition is waived pursuant to Section 1.01(e), the date on which the Option is exercised (the earliest of such dates is referred to as the "Closing Date")Company, the Company may furnish information Board nor the Committee shall withdraw, modify or qualify the Recommendation or recommend an Acquisition Proposal except as permitted by clause (C) below); and access(y) at any time prior to, but only not after, the condition set forth in Section 8.1(a) has been satisfied, (A) providing information in response to a request for information or access, to any therefor by a Person making a who has made an unsolicited bona fide written fully-financed (which for the purposes of this Agreement shall mean the receipt of a commitment letter, from a reputable Person capable of financing the transaction, subject only to normal and customary exceptions) all-cash Acquisition Proposal that constitutes or is reasonably likely to the board of directors of the Company after the date hereof which was not knowingly encouraged, solicited or initiated by the Company or any of its affiliates or any director, employee, representative or agent of the Company or any of its Subsidiaries (including, without limitation, any investment banker, attorney or accountant retained by the Company or any of its Subsidiaries) on or after the date hereof and may participate in discussions and negotiate with such Person concerning any such bona fide written fully-financed all-cash Acquisition Proposal and the board of directors of the Company may modify, amend or withdraw its recommendation relative lead to the Offer or the Merger or authorize the Company, subject to Section 7.02(b), to enter into a binding written agreement concerning a Superior Proposal (as defined below), ) if and only if, in any such case, (i) the board of directors of the Company determines in good faith, (A) taking into account the reasoned advice of outside counsel to the Company to the effect that failing to provide such information or access or to participate in such discussions or negotiations or so to authorize or modify, to amend or withdraw such recommendation, as the case may be, is more likely than not to constitute a breach of such board's fiduciary duties under applicable law, and (B) taking into account the advice of financial advisors to the Company to such effect, that such bona fide written all-cash fully-financed Acquisition Proposal, if accepted, is reasonably likely to be consummated, taking into account all financial aspects of the proposal and the Person making the proposal and would, if consummated, result in a transaction more favorable to the Company's stockholders from a financial point of view than the transaction contemplated by this Agreement (any such more favorable bona fide written fully-financed all- cash Acquisition Proposal as to which both of the determinations referred to in subclauses (A) and (B) above have been made being referred to in this Agreement as a "Superior Proposal"), and (ii) the board of directors of the Company receives from the Person making so requesting such bona fide written all-cash fully-financed Acquisition Proposal information an executed confidentiality agreement the on customary terms of which that are (without regard substantially similar to the terms of such Acquisition Proposal) (A) no less favorable to the Company, and (B) no less restrictive to the Person making such bona fide written all-cash fully-financed Acquisition Proposal than those contained in the Confidentiality Agreement, dated as of December 28, 1999 referring to Parent as the "Recipient" (the "Company Confidentiality Agreement"), between the Company and Parent. The Company will notify Parent within 48 hours if any such inquiries or proposals are received by, any such information is requested from, or any such negotiations or discussions are sought to be initiated or continued with the Company and shall in such notice indicate the identity of the offeror and the material terms and conditions of any such proposal and thereafter shall keep Parent reasonably informed, on a current basis, of the status and material terms of such proposals and the status of such negotiations or discussions, providing copies to Parent of any Acquisition Proposals made in writing. The Company shall provide Parent with four business days advance notice of, in each and every case, its intention to either enter into any agreement with or to provide any information to any Person making any such inquiry or proposal. Subject to the provisions of Section 5.02, the Company agrees not to release any third party from, or waive any provisions of, any confidentiality or standstill agreement to which the Company is a party and will use its best efforts to enforce any such agreements at the request of and on behalf of Parent. The Company will inform the individuals or entities referred to in the first sentence of this Section 5.02 of the obligations undertaken in this Section 5.02. The Company also will, at the request of Parent, promptly request each person or entity which has executed, within 12 months prior to the date of this Agreement, a confidentiality agreement in connection with its consideration of acquiring the Company to return or destroy all confidential information heretofore furnished to such person or entity by or on behalf of the Company.

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 use its best efforts to cause its nonstockholder affiliates and the officers, directors and employees of the Company and its Subsidiaries toSubsidiaries’ employees, agents and shall instruct its stockholder affiliates and the representatives and agents of the Company and its Subsidiaries (including, without limitation, including any investment banker, attorney attorney, consultant or accountant (“Representatives”) retained by the Company or any of its Subsidiaries) to, immediately cease and terminate any existing activities, discussions or negotiations, if any, with any parties (other than Parent and Merger Subsidiary, any affiliate or associate of Parent and Merger Subsidiary or any designees of Parent and Merger Subsidiary) conducted heretofore with respect to any acquisition or exchange of all or any material portion of the assets of, or more than 20% of the equity interest in, the Company or any of its Subsidiaries (by direct purchase from the Company, tender or exchange offer or otherwise) or any business combination, merger or similar transaction (including an exchange of stock or assets) with or involving the Company or any Subsidiary or division of the Company (an "Acquisition Transaction"), other than the Offer and the Merger. Except as set forth in this Section 5.02, the Company shall not, and shall use its best efforts to cause its nonstockholder affiliates and the officers, directors and employees of the Company and its Subsidiaries not to, and shall instruct its stockholder affiliates and the representatives and agents of the Company and its Subsidiaries (including, without limitation, any investment banker, attorney or accountant retained by the Company it or any of its Subsidiaries) not to, directly or indirectly, initiate, solicit or knowingly encourage, solicit, participate in encourage or initiate discussions or negotiations with, or provide any nonpublic information or data (other than the Company's standard public information package) to, any Person or group of Persons (other than Parent and Merger Subsidiary, any affiliate or associate of Parent and Merger Subsidiary or any designees of Parent and Merger Subsidiary) with respect to facilitate any inquiries or the making of any proposal or offer with respect to: (i) a merger, reorganization, share exchange, consolidation or similar transaction involving the Company; (ii) any purchase of any material equity interest in the Company or of any material portion of the assets of the Company and its Subsidiaries, taken as a whole, other than the sale of its products in the ordinary course of business consistent with past practice; (iii) the adoption by the Company of a plan of liquidation or the declaration or payment of an extraordinary dividend; (iv) the repurchase by the Company or any of its Subsidiaries of any of the outstanding shares of Stock; or (v) any combination of the foregoing (any such proposal (includingor 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, without limitationand that it shall cause its and its Subsidiaries’ 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 offer or proposal Person relating to the stockholders of the Company) concerning an Acquisition Transaction (an "Acquisition Proposal") , or otherwise knowingly encourage or facilitate any effort or attempt to make or implement an Acquisition Proposal; provided, howeverthat nothing contained in this Section 7.2(a) shall prevent the Company or the Company Board from (x) complying with its disclosure obligations under Sections 14d-9 and 14e-2 of the Exchange Act with regard to an Acquisition Proposal (provided that neither the Company nor the Company Board shall withdraw, that modify or qualify the Recommendation or recommend an Acquisition Proposal except as permitted by clause (C) below); and (y) at any time prior to the date of acceptance for payment of and payment for Shares by Merger Subsidiary pursuant to the Offerto, or, to the extent the Minimum Tender Condition is waived pursuant to Section 1.01(e)but not after, the date on which the Option is exercised condition set forth in Section 8.1(a) has been satisfied, (the earliest of such dates is referred to as the "Closing Date"), the Company may furnish A) providing information and access, but only in response to a request for information or access, to any therefor by a Person making a who has made an unsolicited bona fide written fully-financed (which for the purposes of this Agreement shall mean the receipt of a commitment letter, from a reputable Person capable of financing the transaction, subject only to normal and customary exceptions) all-cash Acquisition Proposal that constitutes or is reasonably likely to the board of directors of the Company after the date hereof which was not knowingly encouraged, solicited or initiated by the Company or any of its affiliates or any director, employee, representative or agent of the Company or any of its Subsidiaries (including, without limitation, any investment banker, attorney or accountant retained by the Company or any of its Subsidiaries) on or after the date hereof and may participate in discussions and negotiate with such Person concerning any such bona fide written fully-financed all-cash Acquisition Proposal and the board of directors of the Company may modify, amend or withdraw its recommendation relative lead to the Offer or the Merger or authorize the Company, subject to Section 7.02(b), to enter into a binding written agreement concerning a Superior Proposal (as defined below) if the Company receives from the Person so requesting such information an executed confidentiality agreement on customary terms that are substantially similar to those of the Confidentiality Agreement entered into by and between the Company and the Parent, dated June 23, 2005 (the “Confidentiality Agreement”); (B) engaging in any negotiations or discussions with any Person who has made an unsolicited bona fide written Acquisition Proposal that constitutes or is reasonably likely to lead to a Superior Proposal if the Company receives from such Person an executed confidentiality agreement as described in (A) above; or (C) withdrawing, modifying or qualifying the Recommendation and recommending such an unsolicited bona fide written Acquisition Proposal to the stockholders of the Company, in each case, if and only if, in any such caseto the extent that, (iI) in each such case referred to in clause (A), (B) or (C) above, (x) neither the Company nor its Subsidiaries nor any of their respective Representatives shall have violated any of the restrictions set forth in this Section 7.2(a) in connection with such Acquisition Proposal and (y) the board of directors of the Company Board determines in good faith, (A) faith after consultation with outside legal counsel that taking into account the reasoned advice of outside counsel such action is necessary to comply with the Company to the effect that failing to provide such information or access or to participate in such discussions or negotiations or so to authorize or modify, to amend or withdraw such recommendation, as the case may be, is more likely than not to constitute a breach of such board's directors’ fiduciary duties under applicable lawLaw; and (II) in the case of clause (C), Parent shall have had written notice of the Company Board’s intention to take the action referred to in clause (C) at least three business days prior to the taking of such action by the Company Board, and during such three business day period, the Company and its advisors shall have negotiated in good faith with Parent to make such modifications to this Agreement such that such Acquisition Proposal would no longer constitute a Superior Proposal and the Company Board fully considers any such modifications and nonetheless concludes in good faith that such Acquisition Proposal would constitute a Superior Proposal (B) taking into account the advice of financial advisors it being understood and agreed that any amendment to the consideration or any other material term of a Superior Proposal shall require a new written notice of the Superior Proposal to Parent and a new three business day period, provided that if Parent has previously notified the Company in writing of its refusal to such effect, adjust the Merger Consideration and in response to an Acquisition Proposal the Company Board has previously determined that such bona fide written all-cash fully-financed the Acquisition Proposal would constitute a Superior Proposal, then if acceptedthe third party further increases its consideration, there shall not be required an additional three business day period). For purposes of this Agreement, a “Superior Proposal” shall mean an Acquisition Proposal that involves the acquisition of a majority or more of the outstanding voting securities of the Company or any sale, lease, exchange, transfer, license or acquisition of substantially all of the assets of the Company on terms that the Company Board determines in good faith (w) is reasonably likely to be consummated, taking into account in light of all financial relevant legal, financial, regulatory and other aspects of such Acquisition Proposal, including the proposal and identity of the Person making the proposal and such Acquisition Proposal, (x) after consultation with its independent financial advisor, would, if consummated, result in a transaction more favorable to the Company's stockholders from a financial point of view transaction than the transaction contemplated by this Agreement (taking into account any new definitive and binding proposals by Parent), (y) after consultation with its independent financial advisor, is made by a Person that has the financial capability (including borrowing capacity or committed financing) to consummate such more favorable bona fide written fully-financed all- cash Acquisition Proposal as to which both of the determinations referred to in subclauses (A) and (B) above have been made being referred to in this Agreement as a "Superior Proposal"), and (iiz) is either (1) not subject to any due diligence condition, or (2) if such Acquisition Proposal is subject to a due diligence condition, the board of directors of condition in Section 8.2(c) has not expired or been waived, and the Company receives from has notified the Person making such bona fide written all-cash fully-financed Acquisition Proposal an executed confidentiality agreement the terms of which are (without regard to the terms Parent of such Acquisition ProposalProposal at least ten (10) business days prior to accepting such proposal and during such ten (A10) no less favorable to the Companybusiness days, and (B) no less restrictive to the Person making such bona fide written all-cash fully-financed Acquisition Proposal than those contained in the Confidentiality Agreement, dated as of December 28, 1999 referring to Parent as the "Recipient" (the "Company Confidentiality Agreement"), between the Company and Parent. its advisors have negotiated in good faith with Parent to make such modifications to this Agreement that such Acquisition Proposal would no longer constitute a Superior Proposal and the Company Board fully consider any such modifications and nonetheless concludes in good faith that such Acquisition Proposal would constitute a Superior Proposal. (b) The Company agrees that it will notify Parent promptly and in any event within 48 hours one business day if any such inquiries or proposals are an Acquisition Proposal is received by, any such information is requested from, or any such discussions or negotiations or discussions are sought to be initiated with, it or continued any of its Representatives, indicating, in connection with the Company and shall in such notice indicate the identity of the offeror and notice, the material terms and conditions of any such proposal Acquisition Proposal, and thereafter shall keep Parent reasonably informed, on a current basis, fully informed of any significant changes in the status and material terms of any such proposals and the status of such negotiations or discussions, providing copies to Parent of any Acquisition Proposals made in writingProposal. The Company shall provide Parent agrees that, contemporaneously with four business days advance notice of, in each and every case, its intention to either enter into any agreement with or to provide furnishing any information to any Person making any such inquiry or proposal. Subject to the provisions of Section 5.02Person, the Company agrees not will furnish such information to release any third party fromParent (unless Parent has already had access to, or waive any provisions ofreceived, any confidentiality or standstill agreement to such information, in which case the Company is a party will notify Parent that such information has been provided to such Person). (c) The Company will, and will use cause its best efforts Subsidiaries and its and their Representatives to, immediately cease and cause to enforce be terminated any such agreements at the request of and on behalf of Parent. The Company will inform the individuals existing activities, discussions, or entities referred to in the first sentence of this Section 5.02 of the obligations undertaken in this Section 5.02. The Company also will, at the request of Parent, promptly request each person or entity which has executed, within 12 months negotiations with any Persons other than Parent conducted prior to the date of this Agreement, a confidentiality agreement in connection hereof with its consideration of acquiring the Company respect to return or destroy all confidential information heretofore furnished to such person or entity by or on behalf of the Companyany Acquisition Proposal.

Acquisition Proposals. (a) The Company shall, agrees that it shall not nor shall any of its subsidiaries or any of the officers and shall use its best efforts to cause its nonstockholder affiliates and the officers, directors and employees of the Company or its subsidiaries nor any of its or its subsidiaries' employees, agents and its Subsidiaries to, and shall instruct its stockholder affiliates and the representatives and agents of the Company and its Subsidiaries (including, without limitation, including any investment banker, attorney or accountant retained by the Company it or any of its Subsidiariessubsidiaries), directly or indirectly, initiate, solicit, encourage or knowingly facilitate (including by way of furnishing information) to, immediately cease and terminate any existing activities, discussions inquiries or negotiations, if any, with the making of any parties (other than Parent and Merger Subsidiary, any affiliate proposal or associate of Parent and Merger Subsidiary or any designees of Parent and Merger Subsidiary) conducted heretofore offer with respect to a merger, reorganization, share exchange, consolidation, business combination, recapitalization, liquidation, dissolution or similar transaction involving, or any acquisition purchase or exchange sale of all or any material significant portion of the assets of, or more than 2010% of the equity interest in, Company Common Stock or the Company assets or capital stock of any of its Subsidiaries subsidiaries (any such proposal or offer (other than a proposal or offer made by direct purchase from the Company, tender Parent or exchange offer or otherwisean affiliate thereof) or any business combination, merger or similar transaction (including an exchange of stock or assets) with or involving the Company or any Subsidiary or division of the Company (being hereinafter referred to as an "Acquisition TransactionProposal"), other than . The Company further agrees that neither it nor any of its subsidiaries nor any of the Offer officers and the Merger. Except as set forth in this Section 5.02, the Company shall notdirectors of it or its subsidiaries shall, and that it shall direct and use its best efforts to cause its nonstockholder affiliates and the officers, directors and employees of the Company and its Subsidiaries not tosubsidiaries' employees, agents and shall instruct its stockholder affiliates and the representatives and agents of the Company and its Subsidiaries (including, without limitation, including any investment banker, attorney or accountant retained by the Company it or any of its Subsidiariessubsidiaries) not to, directly or indirectly, knowingly encourage, solicit, participate in or initiate discussions or negotiations with, have any discussion with or provide any nonpublic confidential information or data (other than the Company's standard public information package) to, to any Person relating to an Acquisition Proposal, or group of Persons (other than Parent and Merger Subsidiary, engage in any affiliate or associate of Parent and Merger Subsidiary or any designees of Parent and Merger Subsidiary) with respect to any inquiries or the making of any offer or proposal (including, without limitation, any offer or proposal to the stockholders of the Company) negotiations concerning an Acquisition Transaction (an "Acquisition Proposal") , or otherwise knowingly facilitate any effort or attempt to make or implement an Acquisition Proposal or accept an Acquisition Proposal; provided. Notwithstanding the foregoing, howeverthe Company or its Board of Directors shall be permitted, that prior in response to the date of acceptance for payment of an unsolicited bona fide written Acquisition Proposal by any Person, to engage in any discussions or negotiations with, or provide any information to, any Person in response to an unsolicited bona fide written Acquisition Proposal by any such Person, if and payment for Shares by Merger Subsidiary pursuant to the Offer, or, only to the extent the Minimum Tender Condition is waived pursuant to Section 1.01(e), the date on which the Option is exercised that: (the earliest of such dates is referred to as the "Closing Date"), i) the Company may furnish information and access, but only in response to a request for information or access, to any Person making a bona fide written fully-financed Special Meeting shall not have occurred; (which for ii) the purposes Board of this Agreement shall mean the receipt of a commitment letter, from a reputable Person capable of financing the transaction, subject only to normal and customary exceptions) all-cash Acquisition Proposal to the board of directors Directors of the Company after the date hereof which was not knowingly encouraged, solicited or initiated by the Company or any of its affiliates or any director, employee, representative or agent of the Company or any of its Subsidiaries (including, without limitation, any investment banker, attorney or accountant retained by the Company or any of its Subsidiaries) on or after the date hereof and may participate concludes in discussions and negotiate with good faith that such Person concerning any such bona fide written fully-financed all-cash Acquisition Proposal and the board of directors of the Company may modify, amend or withdraw its recommendation relative could reasonably be expected to the Offer or the Merger or authorize the Company, subject to Section 7.02(b), to enter into a binding written agreement concerning constitute a Superior Proposal (as defined in Section 10.8(a) below), if and only if, ; (iii) prior to providing any information or data to any Person in connection with an Acquisition Proposal by any such casePerson, (i) the board of directors of the Company determines in good faith, (A) taking into account the reasoned advice Board of outside counsel to the Company to the effect that failing to provide such information or access or to participate in such discussions or negotiations or so to authorize or modify, to amend or withdraw such recommendation, as the case may be, is more likely than not to constitute a breach of such board's fiduciary duties under applicable law, and (B) taking into account the advice of financial advisors to the Company to such effect, that such bona fide written all-cash fully-financed Acquisition Proposal, if accepted, is reasonably likely to be consummated, taking into account all financial aspects of the proposal and the Person making the proposal and would, if consummated, result in a transaction more favorable to the Company's stockholders from a financial point of view than the transaction contemplated by this Agreement (any such more favorable bona fide written fully-financed all- cash Acquisition Proposal as to which both of the determinations referred to in subclauses (A) and (B) above have been made being referred to in this Agreement as a "Superior Proposal"), and (ii) the board of directors of the Company Directors receives from the such Person making such bona fide written all-cash fully-financed Acquisition Proposal an executed confidentiality agreement the on terms of which are (without regard substantially similar to the terms of such Acquisition Proposal) (A) no less favorable to the Company, and (B) no less restrictive to the Person making such bona fide written all-cash fully-financed Acquisition Proposal than those contained in the Confidentiality Agreement; and (iv) at least two days prior to providing any information or data to any Person or entering into discussions or negotiations with any Person, dated as the Board of December 28, 1999 referring to Parent as the "Recipient" (the "Company Confidentiality Agreement"), between Directors of the Company and Parent. The Company will notify notifies Parent within 48 hours if any promptly of such inquiries inquiries, proposals or proposals are offers received by, any such information is requested from, or any such discussions or negotiations or discussions are sought to be initiated or continued with, any of its representatives indicating, in connection with such notice, the Company and shall in name of such notice indicate the identity of the offeror Person and the material terms and conditions of any such proposal and thereafter shall proposals or offers. The Company agrees that it will keep Parent reasonably informed, on a current basis, of the status and material terms of any such proposals or offers and the status of any such negotiations discussions or discussions, providing copies to Parent of any Acquisition Proposals made in writingnegotiations. The Company shall provide Parent agrees that it will immediately cease and cause to be terminated any existing activities, discussions or negotiations with four business days advance notice of, in each and every case, its intention to either enter into any agreement parties conducted heretofore with or to provide any information respect to any Person making any such inquiry or proposal. Subject to the provisions of Section 5.02, the Company agrees not to release any third party from, or waive any provisions of, any confidentiality or standstill agreement to which the Company is a party and will use its best efforts to enforce any such agreements at the request of and on behalf of ParentAcquisition Proposal. The Company agrees that it will take the necessary steps to promptly inform the individuals or entities referred to in the first sentence of this Section 5.02 7.9 of the obligations undertaken in this Section 5.02. The 7.9 and that any breach of the provisions of this Section 7.9 by any officer or director of the Company also willor its subsidiaries or any investment banker, at financial advisor, attorney, accountant or other representative of the request Company or its subsidiaries will be deemed a breach by the Company. (b) Except as permitted in this Section 7.9, neither the Board of Directors of the Company nor any committee thereof shall (i) withdraw or modify, or propose publicly to withdraw or modify, in a manner adverse to Parent, promptly request each person or entity which has executedtake any action not explicitly permitted by this Agreement that would be inconsistent with, within 12 months the approval or recommendation by such Board of Directors or such committee of the transactions contemplated by this Agreement, (ii) approve or recommend, or propose publicly to approve or recommend, any Acquisition Proposal, or (iii) cause the Company to enter into any letter of intent, agreement in principle, acquisition agreement or other similar agreement (each, an "Acquisition Agreement") related to any Acquisition Proposal. Notwithstanding the foregoing, in the event that prior to the date vote on the transactions at the Company Special Meeting, the Board of this AgreementDirectors of the Company determines in good faith, that an Acquisition Proposal constitutes a confidentiality agreement Superior Proposal, the Board of Directors of the Company may (x) withdraw or modify its approval or recommendation of the Transactions in connection with its consideration of acquiring the Company Special Meeting, (y) approve or recommend a Superior Proposal and (z) if it so chooses, cause the Company to return or destroy all confidential information heretofore furnished enter into an Acquisition Agreement with respect to such person or entity by or on behalf Superior Proposal but, in each of the Companycase, only at a time that is after: (A) the fifth (5th) day following Parent's receipt of written notice from the Company advising Parent that the Board of Directors of the Company has received a Superior Proposal, specifying the material terms and conditions of such Superior Proposal, identifying the person making such Superior Proposal, and advising Parent that the Board of Directors, of the Company has determined that it will no longer recommend approval of the Transactions; (B) the Company has paid the Termination Fee (as defined in Section 9.3(b)) to Parent; and (C) the Company has terminated this Agreement in accordance with its terms.

Acquisition Proposals. The (a) None of the Company, any Company Subsidiary or any of the officers and directors of the Company or any Company Subsidiary shall, and the Company shall use its best efforts to cause its nonstockholder affiliates and the officersCompany Subsidiaries' employees, directors agents and employees of the Company and its Subsidiaries to, and shall instruct its stockholder affiliates and the representatives and agents of the Company and its Subsidiaries (including, without limitation, including any investment banker, attorney or accountant ("Representatives") retained by the Company it or any of its Subsidiaries) to, immediately cease and terminate any existing activities, discussions or negotiations, if any, with any parties (other than Parent and Merger Company Subsidiary, any affiliate or associate of Parent and Merger Subsidiary or any designees of Parent and Merger Subsidiary) conducted heretofore with respect to any acquisition or exchange of all or any material portion of the assets of, or more than 20% of the equity interest in, the Company or any of its Subsidiaries (by direct purchase from the Company, tender or exchange offer or otherwise) or any business combination, merger or similar transaction (including an exchange of stock or assets) with or involving the Company or any Subsidiary or division of the Company (an "Acquisition Transaction"), other than the Offer and the Merger. Except as set forth in this Section 5.02, the Company shall not, and shall use its best efforts to cause its nonstockholder affiliates and the officers, directors and employees of the Company and its Subsidiaries not to, and shall instruct its stockholder affiliates and the representatives and agents of the Company and its Subsidiaries (including, without limitation, any investment banker, attorney or accountant retained by the Company or any of its Subsidiaries) not to, directly or indirectly, initiate, solicit or knowingly encourage, solicit, participate in encourage or initiate discussions or negotiations with, or provide any nonpublic information or data (other than the Company's standard public information package) to, any Person or group of Persons (other than Parent and Merger Subsidiary, any affiliate or associate of Parent and Merger Subsidiary or any designees of Parent and Merger Subsidiary) with respect to facilitate any inquiries or the making of any proposal or offer with respect to (i) a merger, reorganization, share exchange, consolidation or proposal similar transaction involving the Company, (includingii) any purchase of an equity interest representing an amount equal to or greater than a 5% voting or economic interest in the Company or (iii) any purchase of assets, without limitation, any offer securities or proposal ownership interests representing an amount equal to the stockholders or greater than 15% of the Company) concerning an Acquisition Transaction consolidated assets of the Company and the Company Subsidiaries taken as a whole (any such proposal or offer being hereinafter referred to as an "Acquisition Proposal"). (b) None of the Company, any of the Company Subsidiaries or any of the officers and directors of the Company or the Company Subsidiaries shall, and the Company shall cause its and the Company Subsidiaries' 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 an Acquisition Proposal, or otherwise knowingly encourage or 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 (i) complying with its disclosure obligations under Rules 14d-9 and 14e-2 of the Exchange Act with regard to an Acquisition Proposal and (ii) at any time prior to the date of acceptance for payment of and payment for Shares by Merger Subsidiary pursuant to the Offerto, or, to the extent the Minimum Tender Condition is waived pursuant to Section 1.01(e)but not after, the date on which the Option time this Agreement is exercised adopted by Company Shareholder Approval, (the earliest of such dates is referred to as the "Closing Date"), the Company may furnish A) providing information and access, but only in response to a request for information or access, to any Person making therefor by a person who has made an unsolicited bona fide written fully-financed (which for Acquisition Proposal that constitutes, or is reasonably likely to result in, a transaction more favorable to the purposes of this Agreement shall mean the receipt of a commitment letter, Company's shareholders from a reputable Person capable financial point of financing view than the transactiontransaction contemplated by this Agreement, subject only if the Board of Directors of the Company receives from the person so requesting such information, an executed confidentiality agreement containing provisions no more favorable to normal and customary exceptionssuch person than those in the Confidentiality Agreement; (B) all-cash engaging in any negotiations or discussions with any person who has made an unsolicited bona fide written Acquisition Proposal that constitutes, or is reasonably likely to result in, a transaction more favorable to the Company's shareholders from a financial point of view than the transaction contemplated by this Agreement, if the Board of Directors of the Company receives from such person an executed confidentiality agreement containing provisions no more favorable to such person than those in the Confidentiality Agreement (other than standstill provisions); or (C) recommending such an unsolicited bona fide written Acquisition Proposal to the board of directors shareholders of the Company after the date hereof which was not knowingly encouraged, solicited or initiated by the Company or any of its affiliates or any director, employee, representative or agent of the Company or any of its Subsidiaries (including, without limitation, any investment banker, attorney or accountant retained by the Company or any of its Subsidiaries) on or after the date hereof and may participate in discussions and negotiate with such Person concerning any such bona fide written fully-financed all-cash Acquisition Proposal and the board of directors of the Company may modify, amend or withdraw its recommendation relative to the Offer or the Merger or authorize the Company, subject to Section 7.02(b), to enter into a binding written agreement concerning a Superior Proposal (as defined below), if and only if, in any such caseto the extent that, (ix) in each such case referred to in clause (A), (B) or (C) above, the board Board of directors Directors of the Company determines in good faith, (A) taking into account the reasoned advice of faith after consultation with outside legal counsel that such action is reasonably likely to the Company be necessary in order for its directors to the effect that failing to provide such information or access or to participate act in such discussions or negotiations or so to authorize or modify, to amend or withdraw such recommendation, as the case may be, is more likely than not to constitute a breach of such board's manner consistent with their respective fiduciary duties under applicable law, and (By) taking into account in the advice case of financial advisors to clause (C) above, the Board of Directors of the Company to such effect, determines in good faith (after consultation with its financial advisor and outside counsel) that such bona fide written all-cash fully-financed Acquisition Proposal, if accepted, is reasonably likely to be consummated, taking into account all legal, financial and regulatory aspects of the proposal proposal, the likelihood of obtaining financing, and the Person person making the proposal proposal, and would, if consummated, would result in a transaction more favorable to the Company's stockholders shareholders from a financial point of view than the transaction contemplated by this Agreement (taking into account any such more favorable bona fide change in proposal proposed by Parent and Parent shall have had written fully-financed all- cash Acquisition Proposal as to which both notice of the determinations Company's intention to take the action referred to in subclauses clause (AC) and (B) above have been made being at least three business days prior to the taking of such action by the Company; provided, however, that any more favorable Acquisition Proposal referred to in this Agreement as a "Superior Proposal"), and clause (iiy) above must involve 50% rather than the board of directors 15% used in subsection (iii) of the Company receives from the Person making such bona fide written all-cash fully-financed Acquisition Proposal an executed confidentiality agreement the terms definition of which are (without regard to the terms of such Acquisition Proposal. (c) (A) no less favorable The Company will immediately cease and cause to the Companybe terminated any existing activities, and (B) no less restrictive discussions or negotiations with any person conducted heretofore with respect to the Person making such bona fide written all-cash fully-financed any Acquisition Proposal than those contained in the Confidentiality Agreement, dated as of December 28, 1999 referring to Parent as the "Recipient" (the "Company Confidentiality Agreement"), between the Company and ParentProposal. The Company agrees that it will take the necessary steps to promptly inform the individuals or entities referred to in the first sentence of Section 4.2(a) of the obligations undertaken in this Section 4.2. The Company agrees that it will notify Parent promptly, but in any event within 48 hours two business days if any such inquiries written inquiries, proposals or proposals offers are received by, any such information is requested from, or any such discussions or negotiations or discussions are sought to be initiated or continued with, it or any of its Representatives indicating, in connection with such notice, the Company and shall in name of such notice indicate the identity of the offeror person and the material terms and conditions of any such proposal proposals or offers and thereafter shall keep Parent reasonably informed, informed on a current basis, and, in any event, within 48 hours of any changes in the status and material terms of any such proposals and the status of or offers, including whether any such negotiations proposal has been withdrawn or discussions, providing copies to Parent of any Acquisition Proposals made in writingrejected. The Company shall provide Parent with four business days advance notice of, in each and every case, its intention to either enter into any agreement with or also agrees to provide any information to any Person making any such inquiry or proposal. Subject Parent that it is providing to the provisions of Section 5.02, the Company agrees not another person pursuant to release any third party from, or waive any provisions of, any confidentiality or standstill agreement to which the Company is a party and will use its best efforts to enforce any such agreements at the request of and on behalf of Parent. The Company will inform the individuals or entities referred to in the first sentence of this Section 5.02 of 4.2 at substantially the obligations undertaken in this Section 5.02. The Company also will, at the request of Parent, same time it provides it to such other person and that it will promptly request each person or entity which that has executed, within 12 months prior to the date of this Agreement, heretofore executed a confidentiality agreement in connection with its consideration of acquiring a transaction with the Company to return or destroy all confidential information heretofore furnished prior to the execution of this Agreement to or for the benefit of such person or entity by or on behalf of it or any of its Subsidiaries. The Company agrees promptly, but in any event, within five days after the Companydate of this Agreement, to request the return or destruction of all information and materials provided prior to the date of this Agreement by it, its affiliates or their respective Representatives with respect to the consideration or making of any Acquisition Proposal.

Acquisition Proposals. The Company shall, and shall use its best efforts to cause its nonstockholder affiliates (a) From the date hereof through the earlier of the Closing Date and the officersdate of termination of this Agreement pursuant to Article 11, directors and employees of the Company and its Subsidiaries toas applicable, and shall instruct its stockholder affiliates and the representatives and agents of the Company and its Subsidiaries (including, without limitation, any investment banker, attorney or accountant retained by the Company or any of its Subsidiaries) to, immediately cease and terminate any existing activities, discussions or negotiations, if any, with any parties (other than Parent and Merger Subsidiary, any affiliate or associate of Parent and Merger Subsidiary or any designees of Parent and Merger Subsidiary) conducted heretofore with respect to any acquisition or exchange of all or any material portion of the assets of, or more than 20% of the equity interest in, the Company or any of its Subsidiaries (by direct purchase from the Company, tender or exchange offer or otherwise) or any business combination, merger or similar transaction (including an exchange of stock or assets) with or involving the Company or any Subsidiary or division of the Company (an "Acquisition Transaction"), other than the Offer and the Merger. Except as set forth in this Section 5.02, the Company Seller agrees that it shall not, and it shall use its best efforts to cause its nonstockholder affiliates and the officers, directors and employees of the Company and its Subsidiaries not to, and shall instruct its stockholder affiliates and the representatives and agents of the Company and its Subsidiaries (including, without limitation, any investment banker, attorney or accountant retained by the Company or any of its Subsidiaries) Representatives not to, directly or indirectly, knowingly encourage, solicit, participate in initiate, encourage or initiate discussions accept any inquiries, proposals, offers or negotiations with, or provide any nonpublic information or data (other than the Company's standard public information package) to, indications of interest from any Person or group of Persons (other than Parent and Merger Subsidiary, any affiliate or associate of Parent and Merger Subsidiary or any designees of Parent and Merger Subsidiary) with respect to any inquiries or the making of any offer or proposal (including, without limitation, any offer or proposal to the stockholders of the Company) concerning an Acquisition Transaction (an "Acquisition Proposal") or otherwise knowingly facilitate any effort or attempt to make or implement an Acquisition Proposal; provided, however, that prior to the date of acceptance for payment of and payment for Shares by Merger Subsidiary pursuant to the Offer, or, to the extent the Minimum Tender Condition is waived pursuant to Section 1.01(e), the date on which the Option is exercised (the earliest of such dates is referred to as the "Closing Date"), the Company may furnish information and access, but only in response to a request for information or access, to any Person making a bona fide written fully-financed (which for the purposes of this Agreement shall mean the receipt of a commitment letter, from a reputable Person capable of financing the transaction, subject only to normal and customary exceptions) all-cash Acquisition Proposal to the board of directors of the Company after the date hereof which was not knowingly encouraged, solicited or initiated by the Company or any of its affiliates or any director, employee, representative or agent of the Company or any of its Subsidiaries (including, without limitation, any investment banker, attorney or accountant retained by the Company or any of its Subsidiaries) on or after the date hereof and may participate in discussions and negotiate with such Person concerning any such bona fide written fully-financed all-cash Acquisition Proposal and the board of directors of the Company may modify, amend or withdraw its recommendation relative to the Offer or the Merger or authorize the Company, subject to Section 7.02(b), to enter into a binding written agreement concerning a Superior Proposal (as defined below), if and only if, ; participate in any such casediscussions, (i) the board of directors of the Company determines in good faithconversations, (A) taking into account the reasoned advice of outside counsel to the Company to the effect that failing to provide such information or access or to participate in such discussions or negotiations or so other communications with any Person (other than Seller’s Representatives acting in an advisory, agency or similar capacity) with respect to authorize or modify, to amend or withdraw such recommendation, as the case may be, is more likely than not to constitute a breach of such board's fiduciary duties under applicable law, and (B) taking into account the advice of financial advisors to the Company to such effect, that such bona fide written all-cash fully-financed an Acquisition Proposal, if accepted, is reasonably likely to be consummated, taking into account all financial aspects of the proposal and the Person making the proposal and would, if consummated, result in a transaction more favorable to the Company's stockholders from a financial point of view than the transaction contemplated by this Agreement (any such more favorable bona fide written fully-financed all- cash Acquisition Proposal as to which both of the determinations referred to in subclauses (A) and (B) above have been made being referred to in this Agreement as a "Superior Proposal"), and (ii) the board of directors of the Company receives from the Person making such bona fide written all-cash fully-financed Acquisition Proposal an executed confidentiality agreement the terms of which are (without regard to the terms of such Acquisition Proposal) (A) no less favorable to the Company, and (B) no less restrictive to the Person making such bona fide written all-cash fully-financed Acquisition Proposal than those contained in the Confidentiality Agreement, dated as of December 28, 1999 referring to Parent as the "Recipient" (the "Company Confidentiality Agreement"), between the Company and Parent. The Company will notify Parent within 48 hours if any such inquiries or proposals are received by, any such information is requested from, or any such negotiations or discussions are sought to be initiated or continued with the Company and shall in such notice indicate the identity of the offeror and the material terms and conditions of any such proposal and thereafter shall keep Parent reasonably informed, on a current basis, of the status and material terms of such proposals and the status of such negotiations or discussions, providing copies to Parent of any Acquisition Proposals made in writing. The Company shall provide Parent with four business days advance notice of, in each and every case, its intention to either enter into any agreement with or to provide ; furnish any information to any Person (other than Seller’s Representatives acting in an advisory, agency or similar capacity) in connection with an Acquisition Proposal; otherwise assist, facilitate or encourage the making of, or cooperate in any such inquiry way regarding, any inquiry, proposal, offer or proposal. Subject other indication of interest by any Person with respect to an Acquisition Proposal; enter into any term sheet, letter of intent, agreement or other non-binding or binding understanding or arrangement with, or accept or agree to any offer or proposal by or from, any Person other than Buyer with respect to an Acquisition Proposal; or, without the provisions prior written consent of Section 5.02Buyer, the Company agrees not to release any third party Person from, or waive any provisions provision of, any confidentiality or standstill agreement to which the Company Seller or any of its Affiliates is a party and will use its best efforts that relates to enforce any such agreements at the request of and on behalf of Parent. The Company will inform the individuals or entities referred to in the first sentence a possible Acquisition Proposal. (b) For purposes of this Section 5.02 5.04, “Acquisition Proposal” means the acquisition, purchase or other transfer of all or any material part of the obligations undertaken in this Section 5.02. The On-Risk Business or the Company also willby way of share sale, at spin-off, asset sale, liability assumption, bulk reinsurance, reinsurance, coinsurance, merger, reorganization, share exchange, share purchase, consolidation, plan of arrangement, joint venture, other business combination transaction or any other transfer of assets or liabilities (an “Acquisition Transaction”), but shall not include the request of ParentContemplated Transactions, promptly request each person or entity which has executed, within 12 months prior to the date of this Agreement, a confidentiality agreement in connection with its the Ancillary Agreements and the transactions contemplated hereby and thereby; provided, however that nothing herein shall prohibit or otherwise limit Seller’s consideration of acquiring any Acquisition Transaction involving Seller or its Affiliates (other than the Company) or any other transaction relating to Seller, the principal purpose of which is not the acquisition of the Company to return or destroy all confidential information heretofore furnished to such person or entity by or on behalf of the CompanyOn-Risk Business.

Acquisition Proposals. The Company agrees that after the date hereof and prior to the earlier of the termination of this Agreement in accordance with its terms and the Effective Time, 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 nonstockholder affiliates and the officers, directors and employees of the Company and its Subsidiaries toSubsidiaries' employees, agents and shall instruct its stockholder affiliates and the representatives and agents of the Company and its Subsidiaries (including, without limitation, including any investment banker, attorney or accountant retained by the Company or any of its Subsidiaries) to, immediately cease and terminate any existing activities, discussions or negotiations, if any, with any parties (other than Parent and Merger Subsidiary, any affiliate or associate of Parent and Merger Subsidiary or any designees of Parent and Merger Subsidiary) conducted heretofore with respect to any acquisition or exchange of all or any material portion of the assets of, or more than 20% of the equity interest in, the Company or any of its Subsidiaries (by direct purchase from the Company, tender or exchange offer or otherwise) or any business combination, merger or similar transaction (including an exchange of stock or assets) with or involving the Company or any Subsidiary or division of the Company (an "Acquisition Transaction"), other than the Offer and the Merger. Except as set forth in this Section 5.02, the Company shall not, and shall use its best efforts to cause its nonstockholder affiliates and the officers, directors and employees of the Company and its Subsidiaries not to, and shall instruct its stockholder affiliates and the representatives and agents of the Company and its Subsidiaries (including, without limitation, any investment banker, attorney or accountant retained by the Company it or any of its Subsidiaries) not to, directly or indirectly, knowingly encourage, initiate or solicit, participate in encourage or initiate discussions or negotiations with, or provide any nonpublic information or data (other than the Company's standard public information package) to, any Person or group of Persons (other than Parent and Merger Subsidiary, any affiliate or associate of Parent and Merger Subsidiary or any designees of Parent and Merger Subsidiary) with respect to otherwise knowingly facilitate any inquiries or the making of any proposal or offer with respect to a merger, reorganization, share exchange, consolidation or proposal (includingsimilar transaction involving, without limitation, or any offer purchase of all or proposal to the stockholders 15% or more of the Company) concerning an Acquisition Transaction 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"). 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 Subsidi aries) 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 other than Parent or Merger Sub relating to an Acquisition Proposal, or otherwise knowingly facilitate any effort or attempt to make or implement an Acquisition Proposal; provided, however, that prior to the date of acceptance for payment of and payment for Shares by Merger Subsidiary pursuant to the Offer, or, to the extent the Minimum Tender Condition is waived pursuant to Section 1.01(e), the date on which the Option is exercised (the earliest of such dates is referred to as the "Closing Date"), nothing contained in this Agreement shall prevent the Company may furnish or its Board of Directors from (A) complying with Rule 14e-2 promulgated under the Exchange Act with regard to an Acquisition Proposal; (B) providing information and access, but only in response to a request for information or access, to any therefor by a Person making a who has made an unsolicited bona fide written fully-financed (which for the purposes of this Agreement shall mean the receipt of a commitment letter, from a reputable Person capable of financing the transaction, subject only to normal and customary exceptions) all-cash Acquisition Proposal if the Board of Directors receives from the Person so requesting such information an executed a customary form of confidentiality agreement; (C) engaging in any negotiations or discussions with any Person who has made an unsolicited bona fide written Acquisition Proposal; or (D) withdrawing, modifying or changing, in a manner adverse to Parent, its recommendation to the board of directors stockholders of the Company after the date hereof which was not knowingly encouraged, solicited or initiated by the Company or any of its affiliates or any director, employee, representative or agent of the Company or any of its Subsidiaries (including, without limitation, any investment banker, attorney or accountant retained by the Company or any of its Subsidiaries) on or after the date hereof and may participate in discussions and negotiate with such Person concerning any such bona fide written fully-financed all-cash Acquisition Proposal and the board of directors of the Company may modify, amend or withdraw its recommendation relative respect to the Offer this Agreement or the Merger or authorize the Company, subject to Section 7.02(b), to enter into a binding written agreement concerning a Superior Proposal (as defined below)Merger, if and only if, in any such caseto the extent that, (i) in each such case referred to in clause (B), (C) or (D) above, the board Board of directors Directors of the Company determines in good faith, (A) taking into account the reasoned advice of faith by a majority vote after consultation with outside legal counsel to the Company to the effect that failing to provide take such information or access or action would be reasonably likely to participate result in such discussions or negotiations or so to authorize or modify, to amend or withdraw such recommendation, as the case may be, is more likely than not to constitute a breach of such board's their fiduciary duties under applicable law, law and (Bii) taking into account in each case referred to in clause (C) or (D) above, the advice Board of financial advisors to Directors of the Company to such effect, determines in good faith (after consultation with its financial advisor) that such bona fide written all-cash fully-financed 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 the Company's stockholders from a financial point of view than the transaction contemplated by this Agreement (any such more favorable bona fide written fully-financed all- cash Acquisition Proposal as to which both of the determinations referred to in subclauses (A) and (B) above have been made being referred to in this Agreement as as a "" Superior Proposal"), and (ii) the board of directors of the Company receives from the Person making such bona fide written all-cash fully-financed Acquisition Proposal an executed confidentiality agreement the terms of which are (without regard to the terms of such Acquisition Proposal) (A) no less favorable to the Company, and (B) no less restrictive to the Person making such bona fide written all-cash fully-financed Acquisition Proposal than those contained in the Confidentiality Agreement, dated as of December 28, 1999 referring to Parent as the "Recipient" (the "Company Confidentiality Agreement"), between the Company and Parent. The Company agrees that it will immediately cease and cause to be terminated any existing activities, discussions or negotiations with any parties other than Parent or Merger Sub conducted heretofore with respect to any Acquisitions Proposal. The Company agrees that it will take the necessary steps to promptly inform any individuals or entities referred to in the preceding sentence hereof of the obligations undertaken in this Section 6.2. The Company agrees that it will notify Parent within 48 hours immediately if any such inquiries inquiries, proposals or proposals offers are received by, any such information is requested from, or any such discussions or negotiations or discussions are sought to be initiated or continued with, any of its representatives indicating, in connection with such notice, the Company and shall in name of such notice indicate the identity of the offeror Person and the material terms and conditions of any such proposal proposals or offers and thereafter shall keep Parent reasonably informed, on a current basis, of on the status and material terms of any such proposals or offers and the status of such negotiations or discussions, providing copies to Parent of any Acquisition Proposals made in writing. The Company shall provide Parent with four business days advance notice of, in each and every case, its intention to either enter into any agreement with or to provide any information to any Person making any such inquiry discussions or proposal. Subject to the provisions of Section 5.02, the Company agrees not to release any third party from, or waive any provisions of, any confidentiality or standstill agreement to which the Company is a party and will use its best efforts to enforce any such agreements at the request of and on behalf of Parent. The Company will inform the individuals or entities referred to in the first sentence of this Section 5.02 of the obligations undertaken in this Section 5.02negotiations. The Company also will, at the request of Parent, agrees that it will promptly request each person or entity which any Person that has executed, within 12 months prior to the date of this Agreement, heretofore executed a confidentiality agreement in connection with its consideration of acquiring the Company it or any of its Subsidiaries to return or destroy all confidential information heretofore furnished to such person or entity Person by or on behalf of the Companyit or any of its Subsidiaries.

Acquisition Proposals. The Company 1st United agrees that neither it nor any of its Subsidiaries nor any of the respective officers and directors of 1st United or its Subsidiaries shall, and 1st United shall direct and use its reasonable best efforts to cause its nonstockholder affiliates employees, agents and the officers, directors and employees of the Company and its Subsidiaries to, and shall instruct its stockholder affiliates and the representatives and agents of the Company and its Subsidiaries (including, without limitation, any investment banker, attorney or accountant retained by the Company or any of its Subsidiaries) to, immediately cease and terminate any existing activities, discussions or negotiations, if any, with any parties (other than Parent and Merger Subsidiary, any affiliate or associate of Parent and Merger Subsidiary or any designees of Parent and Merger Subsidiary) conducted heretofore with respect to any acquisition or exchange of all or any material portion of the assets of, or more than 20% of the equity interest in, the Company or any of its Subsidiaries (by direct purchase from the Company, tender or exchange offer or otherwise) or any business combination, merger or similar transaction (including an exchange of stock or assets) with or involving the Company or any Subsidiary or division of the Company (an "Acquisition Transaction"), other than the Offer and the Merger. Except as set forth in this Section 5.02, the Company shall not, and shall use its best efforts to cause its nonstockholder affiliates and the officers, directors and employees of the Company and its Subsidiaries not to, and shall instruct its stockholder affiliates and the representatives and agents of the Company and its Subsidiaries (including, without limitation, any investment banker, attorney or accountant retained by the Company it or any of its Subsidiaries) not to, initiate, solicit or encourage, directly or indirectly, knowingly encourage, solicit, participate in or initiate discussions or negotiations with, or provide any nonpublic information or data (other than the Company's standard public information package) to, any Person or group of Persons (other than Parent and Merger Subsidiary, any affiliate or associate of Parent and Merger Subsidiary or any designees of Parent and Merger Subsidiary) with respect to any inquiries enquiries or the making of any proposal or offer or proposal (including, without limitation, any proposal or offer or proposal to the stockholders of 1st United) with respect to a merger, consolidation or similar transaction involving, or any purchase of all or any significant portion of the Company) concerning an Acquisition Transaction assets or any equity securities of, 1st United or its Significant Subsidiary (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 1st United Board of its fiduciary duties as advised in writing by its 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 knowingly facilitate any effort or attempt to make or implement an Acquisition Proposal; provided. 1st United shall immediately cease and cause to be terminated any activities, however, that prior to the date of acceptance for payment of and payment for Shares by Merger Subsidiary pursuant to the Offer, or, to the extent the Minimum Tender Condition is waived pursuant to Section 1.01(e), the date on which the Option is exercised (the earliest of such dates is referred to as the "Closing Date"), the Company may furnish information and access, but only in response to a request for information or access, to any Person making a bona fide written fully-financed (which for the purposes of this Agreement shall mean the receipt of a commitment letter, from a reputable Person capable of financing the transaction, subject only to normal and customary exceptions) all-cash Acquisition Proposal to the board of directors of the Company after the date hereof which was not knowingly encouraged, solicited or initiated by the Company or any of its affiliates or any director, employee, representative or agent of the Company or any of its Subsidiaries (including, without limitation, any investment banker, attorney or accountant retained by the Company or any of its Subsidiaries) on or after the date hereof and may participate in discussions and negotiate with such Person concerning any such bona fide written fully-financed all-cash Acquisition Proposal and the board of directors of the Company may modify, amend or withdraw its recommendation relative to the Offer or the Merger or authorize the Company, subject to Section 7.02(b), to enter into a binding written agreement concerning a Superior Proposal (as defined below), if and only if, in any such case, (i) the board of directors of the Company determines in good faith, (A) taking into account the reasoned advice of outside counsel to the Company to the effect that failing to provide such information or access or to participate in such discussions or negotiations or so to authorize or modify, to amend or withdraw such recommendation, as the case may be, is more likely than not to constitute a breach of such board's fiduciary duties under applicable law, and (B) taking into account the advice of financial advisors to the Company to such effect, that such bona fide written all-cash fully-financed Acquisition Proposal, if accepted, is reasonably likely to be consummated, taking into account all financial aspects of the proposal and the Person making the proposal and would, if consummated, result in a transaction more favorable to the Company's stockholders from a financial point of view than the transaction contemplated by this Agreement (any such more favorable bona fide written fully-financed all- cash Acquisition Proposal as to which both of the determinations referred to in subclauses (A) and (B) above have been made being referred to in this Agreement as a "Superior Proposal"), and (ii) the board of directors of the Company receives from the Person making such bona fide written all-cash fully-financed Acquisition Proposal an executed confidentiality agreement the terms of which are (without regard to the terms of such Acquisition Proposal) (A) no less favorable to the Company, and (B) no less restrictive to the Person making such bona fide written all-cash fully-financed Acquisition Proposal than those contained in the Confidentiality Agreement, dated as of December 28, 1999 referring to Parent as the "Recipient" (the "Company Confidentiality Agreement"), between the Company and Parent. The Company will notify Parent within 48 hours if any such inquiries or proposals are received by, any such information is requested from, or any such negotiations or discussions are sought to be initiated or continued with the Company and shall in such notice indicate the identity of the offeror and the material terms and conditions of any such proposal and thereafter shall keep Parent reasonably informed, on a current basis, of the status and material terms of such proposals and the status of such negotiations or discussions, providing copies to Parent of any Acquisition Proposals made in writing. The Company shall provide Parent with four business days advance notice of, in each and every case, its intention to either enter into any agreement with or to provide any information to any Person making any such inquiry or proposal. Subject to the provisions of Section 5.02, the Company agrees not to release any third party from, or waive any provisions of, any confidentiality or standstill agreement to which the Company is a party and will use its best efforts to enforce any such agreements at the request of and on behalf of Parent. The Company will inform the individuals or entities referred to in the first sentence of this Section 5.02 of the obligations undertaken in this Section 5.02. The Company also will, at the request of Parent, promptly request each person or entity which has executed, within 12 months conducted prior to the date of this AgreementAgreement with any parties other than Wachovia with respect to any of the foregoing and shall use its reasonable best efforts to enforce any confidentiality or similar agreement relating to an Acquisition Proposal. 1st United shall promptly (within 24 hours) advise Wachovia following the receipt by 1st United of any Acquisition Proposal and the substance thereof (including the identity of the person making such Acquisition Proposal), a confidentiality agreement in connection and advise Wachovia of any developments of significance with its consideration of acquiring the Company to return or destroy all confidential information heretofore furnished respect to such person or entity by or on behalf of Acquisition Proposal immediately upon the Companyoccurrence thereof.

Acquisition Proposals. The Company shall, 4.4.1 ECS and shall use its best efforts to cause its nonstockholder affiliates and the officers, directors and employees of the Company and its Subsidiaries to, and shall instruct its stockholder affiliates and the representatives and agents of the Company and its Subsidiaries (including, without limitation, any investment banker, attorney or accountant retained by the Company or any of its Subsidiaries) to, immediately cease and terminate any existing activities, discussions or negotiations, if any, with any parties (other than Parent and Merger Subsidiary, any affiliate or associate of Parent and Merger Subsidiary or any designees of Parent and Merger Subsidiary) conducted heretofore with respect to any acquisition or exchange of all or any material portion of the assets of, or more than 20% of the equity interest in, the Company or any of its Subsidiaries (by direct purchase from the Company, tender or exchange offer or otherwise) or any business combination, merger or similar transaction (including an exchange of stock or assets) with or involving the Company or any Subsidiary or division of the Company (an "Acquisition Transaction"), other than the Offer and the Merger. Except as set forth in this Section 5.02, the Company Members shall not, and nor shall use its best efforts to cause its nonstockholder affiliates and the officers, directors and employees of the Company and its Subsidiaries not to, and shall instruct its stockholder affiliates and the representatives and agents of the Company and its Subsidiaries (including, without limitation, any investment banker, attorney they permit or accountant retained by the Company or authorize any of its Subsidiaries) not their Representatives or the Subsidiaries to, directly or indirectly, knowingly encourageinitiate, solicit, participate in encourage or initiate discussions or negotiations with, or provide any nonpublic information or data otherwise facilitate (other than the Company's standard public information packageincluding by way of furnishing confidential information) to, any Person or group of Persons (other than Parent and Merger Subsidiary, any affiliate or associate of Parent and Merger Subsidiary or any designees of Parent and Merger Subsidiary) with respect to any inquiries or the making of any proposal or offer, with respect to (i) any merger, reorganization, share exchange, business combination, recapitalization, consolidation, liquidation, dissolution or similar transaction involving any Company, (ii) any sale, lease, exchange, mortgage, pledge, transfer or purchase of a significant portion of the Assets or any Asset material to the Businesses (other than the sale of Inventory or obsolete PP&E, which has been replaced by all substitute PP&E necessary to continue to operate the Businesses in the Ordinary Course of Business) or Equity Securities of any Company or Entity Member, (iii) any purchase or sale of, or tender offer or exchange offer for Unit Equivalents (any such proposal or offer being hereinafter referred to as an “Acquisition Proposal”). ECS and the Members shall not, nor shall they permit or authorize any of their Representatives or the Subsidiaries to, directly or indirectly, (includinga) engage in any negotiations concerning, without limitationor provide any confidential information or data to, or have any discussions or conversations with, any offer or proposal Person relating to the stockholders of the Company) concerning an Acquisition Transaction (an "Acquisition Proposal") , or otherwise knowingly facilitate any effort or attempt to make or implement or accept an Acquisition Proposal; provided, however, that prior to the date of acceptance for payment of and payment for Shares by Merger Subsidiary pursuant to the Offer, or, to the extent the Minimum Tender Condition is waived pursuant to Section 1.01(e), the date on which the Option is exercised or (the earliest of such dates is referred to as the "Closing Date"), the Company may furnish information and access, but only in response to a request for information or access, to any Person making a bona fide written fully-financed (which for the purposes of this Agreement shall mean the receipt of a commitment letter, from a reputable Person capable of financing the transaction, subject only to normal and customary exceptionsb) all-cash Acquisition Proposal to the board of directors of the Company after the date hereof which was not knowingly encouraged, solicited or initiated by the Company or any of its affiliates or any director, employee, representative or agent of the Company or any of its Subsidiaries (including, without limitation, any investment banker, attorney or accountant retained by the Company or any of its Subsidiaries) on or after the date hereof and may participate in discussions and negotiate with such Person concerning any such bona fide written fully-financed all-cash Acquisition Proposal and the board of directors of the Company may modify, amend or withdraw its recommendation relative to the Offer or the Merger or authorize the Company, subject to Section 7.02(b), to enter into a binding written agreement concerning a Superior Proposal (as defined below), if and only if, in any such case, (i) the board letter of directors of the Company determines in good faith, (A) taking into account the reasoned advice of outside counsel to the Company to the effect that failing to provide such information intent or access or to participate in such discussions or negotiations or so to authorize or modify, to amend or withdraw such recommendation, as the case may be, is more likely than not to constitute a breach of such board's fiduciary duties under applicable law, and (B) taking into account the advice of financial advisors to the Company to such effect, that such bona fide written all-cash fully-financed Acquisition Proposal, if accepted, is reasonably likely to be consummated, taking into account all financial aspects of the proposal and the Person making the proposal and would, if consummated, result in a transaction more favorable to the Company's stockholders from a financial point of view than the transaction contemplated by this Agreement (any such more favorable bona fide written fully-financed all- cash Acquisition Proposal as to which both of the determinations referred to in subclauses (A) and (B) above have been made being referred to in this Agreement as a "Superior Proposal"), and (ii) the board of directors of the Company receives from the Person making such bona fide written all-cash fully-financed Acquisition Proposal an executed confidentiality agreement the terms of which are (without regard to the terms of such Acquisition Proposal) (A) no less favorable to the Company, and (B) no less restrictive to the Person making such bona fide written all-cash fully-financed Acquisition Proposal than those contained in the Confidentiality Agreement, dated as of December 28, 1999 referring to Parent as the "Recipient" (the "Company Confidentiality Agreement"), between the Company and Parent. The Company will notify Parent within 48 hours if any such inquiries or proposals are received by, any such information is requested fromsimilar document contemplating, or any such negotiations or discussions are sought to be initiated or continued with the Company and shall in such notice indicate the identity of the offeror and the material terms and conditions of any such proposal and thereafter shall keep Parent reasonably informed, on a current basis, of the status and material terms of such proposals and the status of such negotiations or discussions, providing copies to Parent of any Acquisition Proposals made in writing. The Company shall provide Parent with four business days advance notice of, in each and every case, its intention to either enter into any agreement with respect to, an Acquisition Proposal. Without limiting the foregoing, it is agreed that any violation of the restrictions set forth in this paragraph by any Representative, whether or not such Person is purporting to provide any information to any Person making any such inquiry or proposal. Subject to the provisions of Section 5.02, the Company agrees not to release any third party from, or waive any provisions of, any confidentiality or standstill agreement to which the Company is a party and will use its best efforts to enforce any such agreements at the request of and act on behalf of Parent. The any Company will inform the individuals or entities referred Member or otherwise, shall be deemed to in the first sentence be a breach of this Section 5.02 4.4 by ECS and the Members. 4.4.2 Members’ Representative will promptly (and in any event within two (2) Business Days) notify Parent in writing of the obligations undertaken existence of any proposal, discussion, negotiation or inquiry received by any Company, any Member or any of their Representatives with respect to any Acquisition Proposal, and the Members’ Representative will immediately communicate to Parent the terms of any proposal, discussion, negotiation or inquiry which it or they may receive (including a copy of any such proposal) and the identity of the Person making such proposal or inquiry or engaging in this Section 5.02. such discussion or negotiation. 4.4.3 The Company also Companies and Members will, at and will cause their Representatives to, immediately cease and cause to be terminated any existing activities, discussions or negotiations with any Person(s) conducted heretofore with respect to any Acquisition Proposal. In addition, the request of Parent, Companies shall promptly request that each person or entity which Person who has executed, within 12 months prior to the date of this Agreement, a confidentiality agreement heretofore received information in connection with its such Person’s consideration of acquiring the Company to an Acquisition Proposal return or destroy all confidential information heretofore furnished to such person or entity Person by or on behalf of any Company or any Member. Neither ECS nor the CompanyMembers shall, and each of which shall cause the Subsidiaries not to, release any third party from, or waive any provision of, any confidentiality or standstill agreement to which any Company or Member is a party. ECS and the Members agree that they will take the necessary steps to promptly inform their Representatives of the obligations undertaken by ECS and Members in this Section 4.4.

Acquisition Proposals. 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 nonstockholder affiliates and the officers, directors and employees of the Company and its Subsidiaries toSubsidiaries' employees, agents and shall instruct its stockholder affiliates and the representatives and agents of the Company and its Subsidiaries (including, without limitation, including any investment banker, attorney or accountant retained by the Company or any of its Subsidiaries) to, immediately cease and terminate any existing activities, discussions or negotiations, if any, with any parties (other than Parent and Merger Subsidiary, any affiliate or associate of Parent and Merger Subsidiary or any designees of Parent and Merger Subsidiary) conducted heretofore with respect to any acquisition or exchange of all or any material portion of the assets of, or more than 20% of the equity interest in, the Company or any of its Subsidiaries (by direct purchase from the Company, tender or exchange offer or otherwise) or any business combination, merger or similar transaction (including an exchange of stock or assets) with or involving the Company or any Subsidiary or division of the Company (an "Acquisition Transaction"), other than the Offer and the Merger. Except as set forth in this Section 5.02, the Company shall not, and shall use its best efforts to cause its nonstockholder affiliates and the officers, directors and employees of the Company and its Subsidiaries not to, and shall instruct its stockholder affiliates and the representatives and agents of the Company and its Subsidiaries (including, without limitation, any investment banker, attorney or accountant retained by the Company it or any of its Subsidiaries) not to, directly or indirectly, knowingly encourage(i) initiate, solicit, participate in encourage or initiate discussions or negotiations with, or provide any nonpublic information or data (other than the Company's standard public information package) to, any Person or group of Persons (other than Parent and Merger Subsidiary, any affiliate or associate of Parent and Merger Subsidiary or any designees of Parent and Merger Subsidiary) with respect to otherwise facilitate any inquiries or the making of any proposal or offer with respect to a merger, reorganization, share exchange, consolidation or proposal (includingsimilar transaction involving, without limitation, or any offer purchase of all or proposal to the stockholders any significant portion of the Company) concerning an Acquisition Transaction 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") or (ii) 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 knowingly facilitate any effort or attempt to make or implement an Acquisition Proposal; provided, however, that prior to the date of acceptance for payment of and payment for Shares by Merger Subsidiary pursuant to the Offer, or, to the extent the Minimum Tender Condition is waived pursuant to Section 1.01(e), the date on which the Option is exercised (the earliest of such dates is referred to as the "Closing Date"), nothing contained in this Agreement shall prevent the Company may furnish or its board of directors from (A) complying with Rule 14e-2 promulgated under the Exchange Act with regard to an Acquisition Proposal; (B) providing information and access, but only in response to a request for information or access, to any therefor by a Person making a who has made an unsolicited bona fide written fully-financed Acquisition Proposal if the board of directors receives from the Person so requesting such information an executed confidentiality agreement on terms substantially similar to those contained in the Confidentiality Agreements (which for the purposes of this Agreement shall mean the receipt of a commitment letter, from a reputable as defined in Section 9.7); (C) engaging in any negotiations or discussions with any Person capable of financing the transaction, subject only to normal and customary exceptionswho has made an unsolicited bona fide written Acquisition Proposal; or (D) all-cash recommending such an Acquisition Proposal to the board of directors stockholders of the Company after the date hereof which was not knowingly encouraged, solicited or initiated by the Company or any of its affiliates or any director, employee, representative or agent of the Company or any of its Subsidiaries (including, without limitation, any investment banker, attorney or accountant retained by the Company or any of its Subsidiaries) on or after the date hereof and may participate in discussions and negotiate with such Person concerning any such bona fide written fully-financed all-cash Acquisition Proposal and the board of directors of the Company may modify, amend or withdraw its recommendation relative to the Offer or the Merger or authorize the Company, subject to Section 7.02(b), to enter into a binding written agreement concerning a Superior Proposal (as defined below), if and only ifto the extent that, in any each such casecase referred to in clause (B), (C) or (D) above, (i) the board of directors of the Company determines in good faith, (A) taking into account the reasoned advice of faith after consultation with outside legal counsel that such action is necessary in order for its directors to the Company to the effect that failing to provide such information or access or to participate in such discussions or negotiations or so to authorize or modify, to amend or withdraw such recommendation, as the case may be, is more likely than not to constitute a breach of such board's comply with their respective fiduciary duties under applicable lawlaw and, and in the case referred to in clause (BD) taking into account above, (ii) the advice board of financial advisors to directors of the Company to such effect, believes in good faith (after consultation with its financial advisor) that such bona fide written all-cash fully-financed Acquisition Proposal, if accepted, Proposal is reasonably likely to be consummated, taking into account all financial aspects of the proposal and the Person making the proposal and would, if consummated, result in a transaction more favorable to the Company's stockholders from a financial point of view than the transaction contemplated by this Agreement (any such more favorable bona fide written fully-financed all- cash Acquisition Proposal as to which both of the determinations referred to in subclauses (A) and (B) above have been made being referred to in this Agreement as a "Superior Proposal"). The Company agrees that it will immediately cease and cause to be terminated any existing activities, and (ii) the board of directors discussions or negotiations with any parties conducted heretofore with respect to any of the foregoing. The Company receives from agrees that it will take the Person making such bona fide written all-cash fully-financed Acquisition Proposal an executed confidentiality agreement necessary steps to promptly inform the terms individuals or entities referred to in the first sentence hereof of which are (without regard to the terms of such Acquisition Proposal) (A) no less favorable to the Company, obligations undertaken in this Section 6.3 and (B) no less restrictive to the Person making such bona fide written all-cash fully-financed Acquisition Proposal than those contained in the Confidentiality Agreement, dated as of December 28, 1999 referring to Parent as the "Recipient" (the "Company Confidentiality Agreement"), between the Company and ParentAgreements. The Company agrees that it will notify Parent within 48 hours if promptly, but in no event more than 24 hours, after any such inquiries inquiries, proposals or proposals offers are received by, any such information is requested from, or any such negotiations or discussions are sought to be initiated or continued with the Company and shall in such notice indicate the identity with, any of the offeror and the material terms and conditions of any such proposal its representatives and thereafter shall keep Parent reasonably informed, on a current basis, of the status and material terms of such proposals and on the status of any such negotiations or discussions, providing copies to Parent discussions (but not including the identity of any Acquisition Proposals made in writing. The Company shall provide Parent with four business days advance notice of, in each and every case, its intention to either enter into any agreement with or to provide any information to any Person making any such inquiry or proposal. Subject to the provisions of Section 5.02, the Company agrees not to release any third party from, or waive any provisions of, any confidentiality or standstill agreement to which the Company is a party terms and will use its best efforts to enforce conditions of any such agreements at the request of and on behalf of Parent. The Company will inform the individuals offer or entities referred to in the first sentence of this Section 5.02 of the obligations undertaken in this Section 5.02proposal). The Company also will, at the request of Parent, agrees that it will promptly request each person or entity which Person that has executed, within 12 months prior to the date of this Agreement, heretofore executed a confidentiality agreement in connection with its consideration of acquiring the Company it or any of its Subsidiaries to return or destroy all confidential information heretofore furnished to such person or entity Person by or on behalf of the Companyit or any of its Subsidiaries.

Acquisition Proposals. 4.4.1 The Company shall, Companies and shall use its best efforts to cause its nonstockholder affiliates and the officers, directors and employees of the Company and its Subsidiaries to, and shall instruct its stockholder affiliates and the representatives and agents of the Company and its Subsidiaries (including, without limitation, any investment banker, attorney or accountant retained by the Company or any of its Subsidiaries) to, immediately cease and terminate any existing activities, discussions or negotiations, if any, with any parties (other than Parent and Merger Subsidiary, any affiliate or associate of Parent and Merger Subsidiary or any designees of Parent and Merger Subsidiary) conducted heretofore with respect to any acquisition or exchange of all or any material portion of the assets of, or more than 20% of the equity interest in, the Company or any of its Subsidiaries (by direct purchase from the Company, tender or exchange offer or otherwise) or any business combination, merger or similar transaction (including an exchange of stock or assets) with or involving the Company or any Subsidiary or division of the Company (an "Acquisition Transaction"), other than the Offer and the Merger. Except as set forth in this Section 5.02, the Company Sellers shall not, and nor shall use its best efforts to cause its nonstockholder affiliates and the officers, directors and employees of the Company and its Subsidiaries not to, and shall instruct its stockholder affiliates and the representatives and agents of the Company and its Subsidiaries (including, without limitation, any investment banker, attorney they permit or accountant retained by the Company or authorize any of its Subsidiaries) not their Representatives to, directly or indirectly, knowingly encourageinitiate, solicit, participate in encourage or initiate discussions or negotiations with, or provide any nonpublic information or data otherwise facilitate (other than the Company's standard public information packageincluding by way of furnishing confidential information) to, any Person or group of Persons (other than Parent and Merger Subsidiary, any affiliate or associate of Parent and Merger Subsidiary or any designees of Parent and Merger Subsidiary) with respect to any inquiries or the making of any proposal or offer, with respect to (i) any merger, reorganization, share exchange, business combination, recapitalization, consolidation, liquidation, dissolution or similar transaction involving either Company or PPL, (ii) any sale, lease, exchange, mortgage, pledge, transfer or purchase of a significant portion of the Assets or any Asset material to the Businesses (other than the sale of Inventory or obsolete PP&E, which has been replaced by all substitute PP&E necessary to continue to operate the Businesses in the Ordinary Course of Business) or Equity Securities of either Company or PPL, (iii) any purchase or sale of, or tender offer or exchange offer for Equity Securities of PPL or Units (any such proposal or offer being hereinafter referred to as an “Acquisition Proposal”). The Companies and the Sellers shall not, nor shall they permit or authorize any of their Representatives to, directly or indirectly, (includinga) engage in any negotiations concerning, without limitationor provide any confidential information or data to, or have any discussions or conversations with, any offer or proposal Person relating to the stockholders of the Company) concerning an Acquisition Transaction (an "Acquisition Proposal") , or otherwise knowingly facilitate any effort or attempt to make or implement or accept an Acquisition Proposal; provided, however, that prior to the date of acceptance for payment of and payment for Shares by Merger Subsidiary pursuant to the Offer, or, to the extent the Minimum Tender Condition is waived pursuant to Section 1.01(e), the date on which the Option is exercised or (the earliest of such dates is referred to as the "Closing Date"), the Company may furnish information and access, but only in response to a request for information or access, to any Person making a bona fide written fully-financed (which for the purposes of this Agreement shall mean the receipt of a commitment letter, from a reputable Person capable of financing the transaction, subject only to normal and customary exceptionsb) all-cash Acquisition Proposal to the board of directors of the Company after the date hereof which was not knowingly encouraged, solicited or initiated by the Company or any of its affiliates or any director, employee, representative or agent of the Company or any of its Subsidiaries (including, without limitation, any investment banker, attorney or accountant retained by the Company or any of its Subsidiaries) on or after the date hereof and may participate in discussions and negotiate with such Person concerning any such bona fide written fully-financed all-cash Acquisition Proposal and the board of directors of the Company may modify, amend or withdraw its recommendation relative to the Offer or the Merger or authorize the Company, subject to Section 7.02(b), to enter into a binding written agreement concerning a Superior Proposal (as defined below), if and only if, in any such case, (i) the board letter of directors of the Company determines in good faith, (A) taking into account the reasoned advice of outside counsel to the Company to the effect that failing to provide such information intent or access or to participate in such discussions or negotiations or so to authorize or modify, to amend or withdraw such recommendation, as the case may be, is more likely than not to constitute a breach of such board's fiduciary duties under applicable law, and (B) taking into account the advice of financial advisors to the Company to such effect, that such bona fide written all-cash fully-financed Acquisition Proposal, if accepted, is reasonably likely to be consummated, taking into account all financial aspects of the proposal and the Person making the proposal and would, if consummated, result in a transaction more favorable to the Company's stockholders from a financial point of view than the transaction contemplated by this Agreement (any such more favorable bona fide written fully-financed all- cash Acquisition Proposal as to which both of the determinations referred to in subclauses (A) and (B) above have been made being referred to in this Agreement as a "Superior Proposal"), and (ii) the board of directors of the Company receives from the Person making such bona fide written all-cash fully-financed Acquisition Proposal an executed confidentiality agreement the terms of which are (without regard to the terms of such Acquisition Proposal) (A) no less favorable to the Company, and (B) no less restrictive to the Person making such bona fide written all-cash fully-financed Acquisition Proposal than those contained in the Confidentiality Agreement, dated as of December 28, 1999 referring to Parent as the "Recipient" (the "Company Confidentiality Agreement"), between the Company and Parent. The Company will notify Parent within 48 hours if any such inquiries or proposals are received by, any such information is requested fromsimilar document contemplating, or any such negotiations or discussions are sought to be initiated or continued with the Company and shall in such notice indicate the identity of the offeror and the material terms and conditions of any such proposal and thereafter shall keep Parent reasonably informed, on a current basis, of the status and material terms of such proposals and the status of such negotiations or discussions, providing copies to Parent of any Acquisition Proposals made in writing. The Company shall provide Parent with four business days advance notice of, in each and every case, its intention to either enter into any agreement with respect to, an Acquisition Proposal. Without limiting the foregoing, it is agreed that any violation of the restrictions set forth in this paragraph by any Representative, whether or not such Person is purporting to provide any information to any Person making any such inquiry or proposal. Subject to the provisions of Section 5.02, the Company agrees not to release any third party from, or waive any provisions of, any confidentiality or standstill agreement to which the Company is a party and will use its best efforts to enforce any such agreements at the request of and act on behalf of Parent. The either Company will inform the individuals and Seller or entities referred otherwise, shall be deemed to in the first sentence be a breach of this Section 5.02 4.4 by the Companies and Sellers. 4.4.2 The Companies and Sellers will promptly (and in any event within two (2) days) notify Buyer in writing of the obligations undertaken existence of any proposal, discussion, negotiation or inquiry received by either Company, any Seller or any of their Representatives with respect to any Acquisition Proposal, and the Companies and Sellers will immediately communicate to Buyer the terms of any proposal, discussion, negotiation or inquiry which it or they may receive (including a copy of any such proposal) and the identity of the Person making such proposal or inquiry or engaging in this Section 5.02. such discussion or negotiation. 4.4.3 The Company also Companies and Sellers will, at and will cause their Representatives to, immediately cease and cause to be terminated any existing activities, discussions or negotiations with any Person(s) conducted heretofore with respect to any Acquisition Proposal. In addition, the request of Parent, Companies shall promptly request that each person or entity which Person who has executed, within 12 months prior to the date of this Agreement, a confidentiality agreement heretofore received information in connection with its such Person’s consideration of acquiring the Company to an Acquisition Proposal return or destroy all confidential information heretofore furnished to such person or entity Person by or on behalf of either Company or any Seller. The Companies shall not release any third party from, or waive any provision of, any confidentiality or standstill agreement to which either Company is a party. The Companies and the CompanySellers agree that they will take the necessary steps to promptly inform their Representatives of the obligations undertaken by the Companies and Sellers in this Section 4.4.

Acquisition Proposals. The Company shall(a) Except as expressly permitted by this Section 6.4, and shall use its best efforts to cause its nonstockholder affiliates and the officers, directors and employees of the Company and its Subsidiaries shall, and the Company shall instruct and cause its and its Subsidiaries’ Representatives (as hereinafter defined) to, cease immediately any existing discussions or negotiations regarding any Alternative Proposal (as hereinafter defined). With respect to any Person or “group” (within the meaning of Section 13(d)(3) of the Exchange Act) with whom such discussions or negotiations have been terminated, the Company shall use its commercially reasonable efforts to promptly require such Person or group to promptly return or destroy any non-public information furnished by or on behalf of the Company. For purposes of this Agreement, the term “Representatives” means, with respect to any Person, the respective directors, officers, employees, counsel, accountants, agents, advisors and shall instruct other representatives of such Person and its stockholder affiliates and the representatives and agents of Subsidiaries. (b) Subject to Section 6.4(c), the Company and its Subsidiaries will not, and the Company will cause its and its Subsidiaries’ Representatives not to, from the date hereof until the Effective Time or, if earlier, the termination of this Agreement in accordance with Section 8.1, directly or indirectly (includingi) solicit, without limitationinitiate, any investment banker, attorney or accountant retained knowingly encourage (including by way of furnishing non-public information regarding the Company or any of its Subsidiaries) toor facilitate, immediately cease and terminate any existing activitiesinquiries, discussions proposals or negotiations, if any, with offers from any parties Person or “group” (within the meaning of Section 13(d)(3) of the Exchange Act) (other than the Parent and Merger Subsidiary, any affiliate or associate of Parent and Merger Subsidiary or any designees of Parent and Merger Subsidiaryits Subsidiaries) conducted heretofore with respect to any acquisition or exchange of all or any material portion of the assets ofthat constitute, or more than 20% of the equity interest could reasonably be expected to result in, the Company a proposal or offer for, in a single transaction or series of related transactions, (A) any of its Subsidiaries (by direct purchase from the Companymerger, tender or exchange offer or otherwise) or any consolidation, share exchange, business combination, merger recapitalization, liquidation, dissolution or similar transaction (including an exchange of stock or assets) with or involving the Company (or any Subsidiary or division Subsidiaries of the Company (an "Acquisition Transaction"), other than whose business constitutes 10% or more of the Offer and the Merger. Except as set forth in this Section 5.02, the Company shall not, and shall use its best efforts to cause its nonstockholder affiliates and the officers, directors and employees consolidated assets of the Company and its Subsidiaries not toSubsidiaries, and shall instruct its stockholder affiliates and taken as a whole), (B) the representatives and agents direct or indirect acquisition of a 10% or greater interest of the outstanding Company Common Stock or Company Preferred Stock or the aggregate voting power of the Company or (C) the direct or indirect acquisition of 10% or more of the consolidated assets or assets representing 10% or more of the consolidated revenues (including, in each case, securities of the Company’s Subsidiaries) of the Company and its Subsidiaries (includingeach, without limitationan “Alternative Proposal”), or (ii) engage or participate in any investment banker, attorney discussions (other than to state that they are not permitted to have discussions and to refer to this Agreement) or accountant retained negotiations (including by way of furnishing non-public information regarding the Company or any of its Subsidiaries) not relating to, directly or indirectlywhich would reasonably be likely to lead to, knowingly encourageany Alternative Proposal. (c) Following the date of this Agreement, solicitif the Board of Directors of the Company receives a bona fide written Alternative Proposal prior to the Shareholders Meeting and if the receipt of such Alternative Proposal did not result from a breach of this Section 6.4, the Company or its Representatives may, if the Board of Directors of the Company determines in good faith (after consultation with its outside counsel) that the Alternative Proposal is, or would reasonably be expected to result in, a Superior Proposal (as hereinafter defined), (i) furnish information with respect to the Company and its Subsidiaries to the Person making such Alternative Proposal and (ii) participate in or initiate discussions or negotiations withregarding such Alternative Proposal if, or provide any nonpublic information or data but only if, (other than A) in the Company's standard public information package) to, any Person or group case of Persons (other than Parent and Merger Subsidiary, any affiliate or associate of Parent and Merger Subsidiary or any designees of Parent and Merger Subsidiary) with respect to any inquiries or the making of any offer or proposal (including, without limitation, any offer or proposal to the stockholders either of the Company) concerning an Acquisition Transaction immediately preceding clauses (an "Acquisition Proposal"i) or otherwise knowingly facilitate any effort or attempt to make or implement an Acquisition Proposal; provided, however, that prior to the date of acceptance for payment of and payment for Shares by Merger Subsidiary pursuant to the Offer, or, to the extent the Minimum Tender Condition is waived pursuant to Section 1.01(e(ii), the date on which Board of Directors of the Option is exercised Company determines in good faith (after consultation with outside counsel) that the earliest failure to take such action would be inconsistent with the directors’ fiduciary duties under applicable Law and (B) in the case of such dates is referred to as the "Closing Date"immediately preceding clause (i), the Company may furnish receives from such Person an executed confidentiality and standstill agreement containing customary terms and conditions, and such information is furnished to Parent as promptly as reasonably practicable after it has been furnished to such Person to the extent not previously furnished to Parent. (d) The Company shall promptly (and accessin any event within 48 hours after receipt), but only notify the Parent both orally and in response writing of the receipt of any Alternative Proposal, any inquiries relating to a an Alternative Proposal or any request for information from, or accessany negotiations sought to be initiated or continued with, to any Person making a bona fide written fully-financed (which for the purposes of this Agreement shall mean the receipt of a commitment letter, from a reputable Person capable of financing the transaction, subject only to normal and customary exceptions) all-cash Acquisition Proposal to the board of directors of either the Company after the date hereof which was not knowingly encouraged, solicited or initiated by its Representatives concerning an Alternative Proposal. The Company’s notice shall include (i) a copy of any Alternative Proposal made in writing and other written materials provided to the Company or any of its affiliates Subsidiaries and (ii) a written summary of the material terms of such Alternative Proposal, inquiry or request, including the identity of the Person or group of Persons making the Alternative Proposal, inquiry or request. The Company shall keep Parent reasonably informed on a current basis of the status or developments regarding any directorAlternative Proposal, employee, representative inquiry or agent request. None of the Company or any of its Subsidiaries shall, after the date of this Agreement, enter into any agreement that would prohibit them from providing such information to Parent. (e) Except as set forth herein, the Board of Directors of the Company (or any committee thereof) will not (i) (A) change, qualify, withdraw or modify, or publicly propose to change, withdraw, modify or qualify, in a manner adverse to the Parent, the Board Recommendation, (B) approve or recommend, or publicly propose to approve or recommend to the shareholders of the Company, an Alternative Proposal or (C) if a tender offer or exchange offer for shares of capital stock of the Company that constitutes an Alternative Proposal is commenced, fail to recommend against acceptance of such tender offer or exchange offer by the Company shareholders (including, without limitationfor these purposes, by taking no position with respect to the acceptance of such tender offer or exchange offer by its shareholders, which shall constitute a failure to recommend against acceptance of such tender offer or exchange offer) within 10 Business Days after commencement thereof, (ii) terminate, amend, waive, or exempt any investment bankerPerson or group from, attorney or accountant retained by the Company restrictions contained in any standstill agreements or any of its Subsidiaries) on Anti-Takeover Statutes or after the date hereof and may participate in discussions and negotiate with such Person concerning otherwise cause any such bona fide written fully-financed all-cash Acquisition Proposal and the board of directors of the Company may modify, amend or withdraw its recommendation relative restrictions therein not to apply (other than to the Offer or extent the Merger or authorize the Company, subject to Section 7.02(b), to enter into a binding written agreement concerning a Superior Proposal (as defined below), if and only if, in any such case, (i) the board Board of directors Directors of the Company determines in good faith, (A) taking into account after consultation with outside counsel, that the reasoned advice of outside counsel failure to the Company to the effect that failing to provide such information or access or to participate in such discussions or negotiations or so to authorize or modify, to amend or withdraw such recommendation, as the case may be, is more likely than not to constitute a breach take any of such board's actions under this clause (ii) would be inconsistent with the directors’ fiduciary duties under applicable lawLaw and is necessary to facilitate an Alternative Proposal in compliance with Section 6.4(c)), (iii) approve, authorize or permit or allow the Company or any of its Subsidiaries to enter into any letter of intent, merger or acquisition agreement or any similar agreement or understanding with respect to any Alternative Proposal (other than an Acceptable Confidentiality Agreement permitted under Section 6.4(c)) (each of the foregoing, an “Alternative Proposal Agreement”) or (iv) resolve, propose or agree to any of the foregoing; provided, however, if (A) the Board of Directors of the Company determines in good faith, after consultation with outside counsel, that a bona fide written Alternative Proposal received by the Company in compliance with Section 6.4(c) constitutes a Superior Proposal and (B) taking into account the advice of financial advisors Company and its Subsidiaries have complied in all material respects with this Section 6.4, prior to the Shareholders Meeting, then the Board of Directors of the Company may allow the Company or any of its Subsidiaries to enter into any Alternative Proposal Agreement with respect to such effectSuperior Proposal and thereafter effect any transaction contemplated by such Superior Proposal; provided, further, however, that the Board of Directors of the Company may only take the actions described in the immediately preceding proviso if at such time the Company is permitted to terminate, and terminates, this Agreement pursuant to Section 8.1(f) concurrently with entering into such Alternative Proposal Agreement and pays the Company Termination Fee in compliance with Section 8.2(a)(ii) and if: (i) the Company shall have provided prior written notice to Parent and Merger Sub, at least four days in advance, of its or its Board of Director’s intention to take such actions, which notice shall specify the material terms of the Alternative Proposal received by the Company that constitutes a Superior Proposal, including a copy of the relevant proposed transaction agreements with, and the identity of, the party making the Alternative Proposal; (ii) after providing such notice and prior to taking such actions, the Company shall, and shall cause its Representatives to, negotiate with Parent and Merger Sub in good faith (to the extent Parent and Merger Sub desire to negotiate) during such four-day period to make such adjustments in the terms and conditions of this Agreement as would permit the Company or the Board of Directors of the Company not to take such actions; and (iii) the Board of Directors of the Company shall have considered in good faith any changes to this Agreement that may be offered in writing by Parent by 5:00 PM Eastern Time on the fourth day of such four-day period in a manner that would form a binding contract if accepted by the Company and shall have determined in good faith after consultation with outside counsel that the Alternative Proposal received by the Company would continue to constitute, or would result in, a Superior Proposal if such changes offered in writing by Parent were given effect. (f) Nothing contained in this Section 6.4 will prohibit the Company from taking and disclosing to the shareholders of the Company a position contemplated by Rule 14d-9 or 14e-2 promulgated under the Exchange Act (or any similar communication to shareholders in connection with the making or amendment of a tender offer or exchange offer) if, in the good faith judgment of the Board of Directors of the Company, failure to make such disclosure would be inconsistent with its obligations under applicable Law; provided, however, that neither the Board of Directors of the Company nor any committee thereof shall recommend that the shareholders of the Company tender their shares in connection with any tender or exchange offer (or otherwise approve or recommend any Alternative Proposal) unless the applicable requirements of Section 6.4(e) shall have been satisfied. (g) As used in this Agreement, “Superior Proposal” shall mean a bona fide written all-cash fully-financed Acquisition ProposalAlternative Proposal that the Board of Directors of the Company determines in good faith, if acceptedafter consultation with a financial advisor of regionally recognized reputation and the Company’s outside counsel, is reasonably likely to be consummated, taking into account all financial aspects of the proposal and the Person making the proposal and would, if consummated, result in a transaction more favorable to the Company's stockholders shareholders of the Company from a financial point of view than the transaction contemplated by Merger, taking into account all of the terms and conditions of such Alternative Proposal (including the likelihood and timing of consummation thereof) and this Agreement (including any such more favorable bona fide written fully-financed all- cash Acquisition Proposal as to which both of the determinations referred to in subclauses (A) and (B) above have been made being referred to in this Agreement as a "Superior Proposal"), and (ii) the board of directors of the Company receives from the Person making such bona fide written all-cash fully-financed Acquisition Proposal an executed confidentiality agreement the terms of which are (without regard changes to the terms of such Acquisition Proposal) (A) no less favorable this Agreement committed to by the Parent to the CompanyCompany in writing in response to such Alternative Proposal or otherwise); provided that for purposes of the definition of “Superior Proposal”, and (B) no less restrictive the references to the Person making such bona fide written all-cash fully-financed Acquisition Proposal than those contained “10%” in the Confidentiality Agreement, dated as definition of December 28, 1999 referring to Parent as the "Recipient" (the "Company Confidentiality Agreement"), between the Company and Parent. The Company will notify Parent within 48 hours if any such inquiries or proposals are received by, any such information is requested from, or any such negotiations or discussions are sought Alternative Proposal shall be deemed to be initiated or continued with the Company and shall in such notice indicate the identity of the offeror and the material terms and conditions of any such proposal and thereafter shall keep Parent reasonably informed, on a current basis, of the status and material terms of such proposals and the status of such negotiations or discussions, providing copies references to Parent of any Acquisition Proposals made in writing. The Company shall provide Parent with four business days advance notice of, in each and every case, its intention to either enter into any agreement with or to provide any information to any Person making any such inquiry or proposal. Subject to the provisions of Section 5.02, the Company agrees not to release any third party from, or waive any provisions of, any confidentiality or standstill agreement to which the Company is a party and will use its best efforts to enforce any such agreements at the request of and on behalf of Parent. The Company will inform the individuals or entities referred to in the first sentence of this Section 5.02 of the obligations undertaken in this Section 5.02. The Company also will, at the request of Parent, promptly request each person or entity which has executed, within 12 months prior to the date of this Agreement, a confidentiality agreement in connection with its consideration of acquiring the Company to return or destroy all confidential information heretofore furnished to such person or entity by or on behalf of the Company“50%”.

Acquisition Proposals. The Company Without limitation on any of such party's other obligations under this Agreement (including under Article IV hereof), but except to the extent specifically permitted to such party pursuant to its Disclosure Schedules under subsections (e) and (f) of Sections 4.1 or 4.2, as the case may be, each of AHP and Monsanto 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 nonstockholder affiliates and the officers, directors and employees of the Company and its Subsidiaries toSubsidiaries' employees, agents and shall instruct its stockholder affiliates and the representatives and agents of the Company and its Subsidiaries (including, without limitation, including any investment banker, attorney or accountant retained by the Company or any of its Subsidiaries) to, immediately cease and terminate any existing activities, discussions or negotiations, if any, with any parties (other than Parent and Merger Subsidiary, any affiliate or associate of Parent and Merger Subsidiary or any designees of Parent and Merger Subsidiary) conducted heretofore with respect to any acquisition or exchange of all or any material portion of the assets of, or more than 20% of the equity interest in, the Company or any of its Subsidiaries (by direct purchase from the Company, tender or exchange offer or otherwise) or any business combination, merger or similar transaction (including an exchange of stock or assets) with or involving the Company or any Subsidiary or division of the Company (an "Acquisition Transaction"), other than the Offer and the Merger. Except as set forth in this Section 5.02, the Company shall not, and shall use its best efforts to cause its nonstockholder affiliates and the officers, directors and employees of the Company and its Subsidiaries not to, and shall instruct its stockholder affiliates and the representatives and agents of the Company and its Subsidiaries (including, without limitation, any investment banker, attorney or accountant retained by the Company it or any of its Subsidiaries) not to, directly or indirectly, knowingly encourageinitiate, solicit, participate in encourage or initiate discussions or negotiations with, or provide any nonpublic information or data knowingly facilitate (other than the Company's standard public information packageincluding by way of furnishing information) to, any Person or group of Persons (other than Parent and Merger Subsidiary, any affiliate or associate of Parent and Merger Subsidiary or any designees of Parent and Merger Subsidiary) with respect to any inquiries or the making of any proposal or offer with respect to a merger, reorganization, share exchange, consolidation, business combination, recapitalization, liquidation, dissolution or proposal (includingsimilar transaction involving it, without limitation, or any offer purchase or proposal to the stockholders sale of the Companyconsolidated assets (including without limitation stock of Subsidiaries and Majority Owned Affiliates) concerning of such party and its Subsidiaries, taken as a whole, having an Acquisition Transaction aggregate value equal to 10% or more of the market capitalization of such party, 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 AHP and Monsanto 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 otherwise indirectly, have any discussion with or provide any confidential information or data to any Person relating to an Acquisition Proposal, or engage in any negotiations concerning an Acquisition Proposal, or knowingly facilitate any effort or attempt to make or implement an Acquisition Proposal; provided, however, that prior to the date of acceptance for payment of and payment for Shares by Merger Subsidiary pursuant to the Offer, or, to the extent the Minimum Tender Condition is waived pursuant to Section 1.01(e), the date on which the Option is exercised (the earliest of such dates is referred to as the "Closing Date"), the Company may furnish information and access, but only in response to a request for information Proposal or access, to any Person making a bona fide written fully-financed (which for the purposes of this Agreement shall mean the receipt of a commitment letter, from a reputable Person capable of financing the transaction, subject only to normal and customary exceptions) all-cash Acquisition Proposal to the board of directors of the Company after the date hereof which was not knowingly encouraged, solicited or initiated by the Company or any of its affiliates or any director, employee, representative or agent of the Company or any of its Subsidiaries (including, without limitation, any investment banker, attorney or accountant retained by the Company or any of its Subsidiaries) on or after the date hereof and may participate in discussions and negotiate with such Person concerning any such bona fide written fully-financed all-cash Acquisition Proposal and the board of directors of the Company may modify, amend or withdraw its recommendation relative to the Offer or the Merger or authorize the Company, subject to Section 7.02(b), to enter into a binding written agreement concerning a Superior Proposal (as defined below), if and only if, in any such case, (i) the board of directors of the Company determines in good faith, (A) taking into account the reasoned advice of outside counsel to the Company to the effect that failing to provide such information or access or to participate in such discussions or negotiations or so to authorize or modify, to amend or withdraw such recommendation, as the case may be, is more likely than not to constitute a breach of such board's fiduciary duties under applicable law, and (B) taking into account the advice of financial advisors to the Company to such effect, that such bona fide written all-cash fully-financed Acquisition Proposal, if accepted, is reasonably likely to be consummated, taking into account all financial aspects of the proposal and the Person making the proposal and would, if consummated, result in a transaction more favorable to the Company's stockholders from a financial point of view than the transaction contemplated by this Agreement (any such more favorable bona fide written fully-financed all- cash Acquisition Proposal as to which both of the determinations referred to in subclauses (A) and (B) above have been made being referred to in this Agreement as a "Superior Proposal"), and (ii) the board of directors of the Company receives from the Person making such bona fide written all-cash fully-financed Acquisition Proposal accept an executed confidentiality agreement the terms of which are (without regard to the terms of such Acquisition Proposal) (A) no less favorable to the Company, and (B) no less restrictive to the Person making such bona fide written all-cash fully-financed Acquisition Proposal than those contained in the Confidentiality Agreement, dated as of December 28, 1999 referring to Parent as the "Recipient" (the "Company Confidentiality Agreement"), between the Company and Parent. The Company will notify Parent within 48 hours if any such inquiries or proposals are received by, any such information is requested from, or any such negotiations or discussions are sought to be initiated or continued with the Company and shall in such notice indicate the identity of the offeror and the material terms and conditions of any such proposal and thereafter shall keep Parent reasonably informed, on a current basis, of the status and material terms of such proposals and the status of such negotiations or discussions, providing copies to Parent of any Acquisition Proposals made in writing. The Company shall provide Parent with four business days advance notice of, in each and every case, its intention to either enter into any agreement with or to provide any information to any Person making any such inquiry or proposal. Subject to the provisions of Section 5.02, the Company agrees not to release any third party from, or waive any provisions of, any confidentiality or standstill agreement to which the Company is a party and will use its best efforts to enforce any such agreements at the request of and on behalf of Parent. The Company will inform the individuals or entities referred to in the first sentence of this Section 5.02 of the obligations undertaken in this Section 5.02. The Company also will, at the request of Parent, promptly request each person or entity which has executed, within 12 months prior to the date of this Agreement, a confidentiality agreement in connection with its consideration of acquiring the Company to return or destroy all confidential information heretofore furnished to such person or entity by or on behalf of the Company.Acquisition

Acquisition Proposals. (a) The Company agrees that neither it nor any of its Subsidiaries, nor any of the officers and directors of any of them shall, and that it shall direct and use its best reasonable efforts to cause its nonstockholder affiliates and the officers, directors and employees of the Company and its Subsidiaries toSubsidiaries' employees, agents and shall instruct its stockholder affiliates and the representatives and agents of the Company and its Subsidiaries (including, without limitation, including any investment banker, attorney or accountant retained by the Company them or any of its their Subsidiaries) not to, immediately cease and terminate directly or indirectly, initiate, solicit or encourage any existing activities, discussions inquiries or negotiations, if any, with the making of any parties (other than Parent and Merger Subsidiary, any affiliate proposal or associate of Parent and Merger Subsidiary or any designees of Parent and Merger Subsidiary) conducted heretofore offer with respect to a merger, reorganization, share exchange, consolidation or similar transaction, or any acquisition or exchange purchase of all or any material portion 10% or more of the assets of, or more than 20% any equity securities of the equity interest in, the Company or any of its Subsidiaries (by direct purchase from the Company, tender any such proposal or exchange offer or otherwise) or any business combination, merger or similar transaction (including an exchange of stock or assets) with or involving the Company or any Subsidiary or division of the Company (being hereinafter referred to as an "Acquisition TransactionProposal"), other than it being understood that any such activities engaged in prior to the Offer and the Merger. Except as set forth in date of this Agreement do not violate this Section 5.02, 6.9. The Company further agrees that from and after the Company shall notdate hereof neither it nor any of its Subsidiaries nor any of the officers and directors of any of them shall, and that it shall direct and use its best reasonable efforts to cause its nonstockholder affiliates and the officers, directors and employees of the Company and its Subsidiaries not toSubsidiaries' employees, agents and shall instruct its stockholder affiliates and the representatives and agents of the Company and its Subsidiaries (including, without limitation, including any investment banker, attorney or accountant retained by the Company them or any of its their Subsidiaries) not to, directly or indirectly, knowingly encourage, solicit, participate engage in or initiate discussions or any negotiations withconcerning, or provide any nonpublic confidential information or data (other than the Company's standard public information package) to, or have any Person or group of Persons (other than Parent and Merger Subsidiarydiscussions with, any affiliate or associate of Parent and Merger Subsidiary or any designees of Parent and Merger Subsidiary) with respect person relating to any inquiries or the making of any offer or proposal (including, without limitation, any offer or proposal to the stockholders of the Company) concerning an Acquisition Transaction (an "Acquisition Proposal") , or otherwise knowingly facilitate any effort or attempt to make or implement an Acquisition Proposal; provided, however, that prior to the date of acceptance for payment of and payment for Shares by Merger Subsidiary pursuant to the Offer, or, to the extent the Minimum Tender Condition is waived pursuant to Section 1.01(e), the date on which the Option is exercised (the earliest of such dates is referred to as the "Closing Date"), nothing contained in this Agreement shall prevent the Company may furnish 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 and access, but only in response to a request for information or access, to any therefor by a Person making who has made a bona fide written fully-financed (which for the purposes Acquisition Proposal that was not solicited in violation of this Agreement shall mean Section 6.9(a) if the receipt Board of Directors receives from the Person so requesting such information an executed confidentiality agreement on terms substantially similar to those contained in the Confidentiality Agreement; (C) engaging in any negotiations or discussions with any person who has made a commitment letter, from a reputable Person capable bona fide written Acquisition Proposal that was not solicited in violation of financing the transaction, subject only to normal and customary exceptionsthis Section 6.9(a); or (D) all-cash recommending such an Acquisition Proposal to the board of directors stockholders of the Company after the date hereof which was not knowingly encouraged, solicited or initiated by the Company or any of its affiliates or any director, employee, representative or agent of the Company or any of its Subsidiaries (including, without limitation, any investment banker, attorney or accountant retained by the Company or any of its Subsidiaries) on or after the date hereof and may participate in discussions and negotiate with such Person concerning any such bona fide written fully-financed all-cash Acquisition Proposal and the board of directors of the Company may modify, amend or withdraw its recommendation relative to the Offer or the Merger or authorize the Company, subject to Section 7.02(b), to enter into a binding written agreement concerning a Superior Proposal (as defined below), if and only if, in any such caseto the extent that, (i) in each such case referred to in clause (B), (C) or (D) above, the board Board of directors Directors of the Company determines in good faith, (A) taking into account the reasoned advice of faith after consultation with outside legal counsel to the Company to the effect that failing to provide such information or access or to participate in such discussions or negotiations or so to authorize or modify, to amend or withdraw such recommendation, as the case may be, action is more likely than not to constitute a breach of such board's consistent with its directors' fiduciary duties under applicable law, law and (Bii) taking into account in each case referred to in clause (C) or (D) above, the advice Board of financial advisors to Directors of the Company to such effect, determines in good faith (after consultation with its financial advisor) that such bona fide written all-cash fully-financed 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 person making the proposal and would, if consummated, result in a transaction or a combination of transactions more favorable to the Company's stockholders from a financial point of view than the transaction transactions contemplated by this Agreement (any such more favorable bona fide written fully-financed all- cash Acquisition Proposal as to which both of the determinations referred to in subclauses (A) and (B) above have been made being referred to in this Agreement as a "Superior Proposal"), and (ii) the board of directors of the Company receives from the Person making such bona fide written all-cash fully-financed Acquisition Proposal an executed confidentiality agreement the terms of which are (without regard to the terms of such Acquisition Proposal) (A) no less favorable to the Company, and (B) no less restrictive to the Person making such bona fide written all-cash fully-financed Acquisition Proposal than those contained in the Confidentiality Agreement, dated as of December 28, 1999 referring to Parent as the "Recipient" (the "Company Confidentiality Agreement"), between the Company and Parent. The Company agrees that it will notify Parent within 48 hours if any such inquiries or proposals are received by, any such information is requested from, or any such negotiations or discussions are sought immediately cease and cause to be initiated terminated any existing activities, discussions or continued negotiations with the Company and shall in such notice indicate the identity of the offeror and the material terms and conditions of any such proposal and thereafter shall keep Parent reasonably informed, on a current basis, of the status and material terms of such proposals and the status of such negotiations or discussions, providing copies parties conducted heretofore with respect to Parent of any Acquisition Proposals made in writingProposal. The Company shall provide Parent with four business days advance notice of, in each and every case, its intention agrees that it will take the necessary steps to either enter into any agreement with or to provide any information to any Person making any such inquiry or proposal. Subject to the provisions of Section 5.02, the Company agrees not to release any third party from, or waive any provisions of, any confidentiality or standstill agreement to which the Company is a party and will use its best efforts to enforce any such agreements at the request of and on behalf of Parent. The Company will promptly inform the individuals or entities referred to in the first sentence of this Section 5.02 hereof of the obligations undertaken in this Section 5.026.9. The Company agrees that it will notify Parent by the end of the next business day following receipt if any such inquiries, proposals or offers relating to an Acquisition Proposal are received by, any such A-39 45 information is requested from, or any such discussions or negotiations are sought to be initiated or continued with, any of its representatives indicating, in connection with such notice, the name of such person (unless disclosure of such name is precluded by the terms of the proposal or offer in question) and the material terms and conditions of any proposals or offers and thereafter shall keep Parent informed, on a current basis, on the status and terms of any such proposals or offers and the status of any such discussions or negotiations. The Company also will, at the request of Parent, agrees that it will promptly request each person or entity which Person that has executed, within 12 months prior to the date of this Agreement, heretofore executed a confidentiality agreement in connection with its consideration of acquiring the Company it or any of its Subsidiaries to return or destroy all confidential information heretofore furnished to such person or entity Person by or on behalf of it or any of its Subsidiaries. (b) Notwithstanding anything in this Section 6.9 to the contrary, if, at any time prior to obtaining the Company stockholders' approval of the Merger, the Company's Board of Directors determines in good faith, on the basis of the advice of its financial advisors and outside counsel, in response to an Acquisition Proposal that did not result from a breach of Section 6.9(a), that such proposal is a Superior Proposal, the Company or its Board of Directors may terminate this Agreement if, and only if, the Company shall prior to or promptly following such termination enter into a definitive agreement containing the terms of a Superior Proposal; provided, however, that the Company shall not terminate this Agreement pursuant to this sentence, and any purported termination pursuant to this sentence shall be void and of no force or effect, unless the Company shall have complied with (i) all the provisions of this Section 6.9, including the notification provisions in this Section 6.9, (ii) the following proviso, and (iii) the payment of the termination fee described in Section 12.2(b) within the time period required by such Section; and provided further, however, that the Company shall not exercise its right to terminate this Agreement pursuant to this Section 6.9 until after three Business Days following Parent's receipt of written notice (a "Notice of Superior Proposal") advising Parent that the Company's Board of Directors has received such a Superior Proposal and that such Board of Directors will, subject to any action taken by Parent pursuant to this sentence, cause the Company to accept such Superior Proposal, specifying the material terms and conditions of such Superior Proposal and (unless disclosure of such name is precluded by the terms of the proposal or offer in question) identifying the person making such Superior Proposal (it being understood and agreed that any amendment to the price or any other material term of such a Superior Proposal shall require an additional Notice of Superior Proposal and a new three Business Day period).

Acquisition Proposals. 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 nonstockholder affiliates and the officers, directors and employees of the Company and its Subsidiaries toSubsidiaries' employees, agents and shall instruct its stockholder affiliates and the representatives and agents of the Company and its Subsidiaries (including, without limitation, including any investment banker, attorney or accountant retained by the Company or any of its Subsidiaries) to, immediately cease and terminate any existing activities, discussions or negotiations, if any, with any parties (other than Parent and Merger Subsidiary, any affiliate or associate of Parent and Merger Subsidiary or any designees of Parent and Merger Subsidiary) conducted heretofore with respect to any acquisition or exchange of all or any material portion of the assets of, or more than 20% of the equity interest in, the Company it or any of its Subsidiaries (by direct purchase from the Company, tender or exchange offer or otherwise) or any business combination, merger or similar transaction (including an exchange of stock or assets) with or involving the Company or any Subsidiary or division of the Company (an "Acquisition TransactionRepresentatives"), other than the Offer and the Merger. Except as set forth in this Section 5.02, the Company shall not, and shall use its best efforts to cause its nonstockholder affiliates and the officers, directors and employees of the Company and its Subsidiaries not to, and shall instruct its stockholder affiliates and the representatives and agents of the Company and its Subsidiaries (including, without limitation, any investment banker, attorney or accountant retained by the Company or any of its Subsidiaries) not to, directly or indirectly, knowingly encourageinitiate, solicit, participate in encourage or initiate discussions or negotiations with, or provide any nonpublic information or data (other than the Company's standard public information package) to, any Person or group of Persons (other than Parent and Merger Subsidiary, any affiliate or associate of Parent and Merger Subsidiary or any designees of Parent and Merger Subsidiary) with respect to otherwise facilitate any inquiries or the making of any proposal or offer with respect to a merger, reorganization, share exchange, consolidation or proposal (includingsimilar transaction involving, without limitationor any purchase of all or, except for transactions in the ordinary course of business or expressly contemplated by this Agreement that could not interfere with the transactions contemplated by this Agreement, including by Section 6.1(a)(iii), any offer or proposal to the stockholders of the Company) concerning an Acquisition Transaction assets or any equity securities of, it or any of its Subsidiaries (an any such proposal or offer being hereinafter referred to as a "Company 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 its Subsidiaries' 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 Company Acquisition Proposal, or otherwise knowingly facilitate any effort or attempt to make or implement an a Company Acquisition Proposal; provided, however, that prior to nothing contained in this Agreement (including the date of acceptance for payment of last preceding sentence and payment for Shares by Merger Subsidiary pursuant to the Offer, or, to the extent the Minimum Tender Condition is waived pursuant to Section 1.01(e6.1(b), the date on which the Option is exercised (the earliest of such dates is referred to as the "Closing Date"), ) shall prevent the Company may furnish or its Board of Directors or Parent or its Board of Directors, as applicable, from (A) complying with Rule 14e-2 promulgated under the Exchange Act with regard to a Company Acquisition Proposal; (B) providing information and access, but only in response to a request for information or access, to any therefor by a Person making a who has made an unsolicited bona fide written fully-financed Company Acquisition Proposal if the Company's Board of Directors receives from the Person so requesting such information an executed confidentiality agreement on terms, with respect to confidentiality, substantially similar to those contained in the Confidentiality Agreement (which for the purposes of this Agreement shall mean the receipt of a commitment letter, from a reputable as defined in Section 9.7); (C) engaging in any negotiations or discussions with any Person capable of financing the transaction, subject only to normal and customary exceptionswho has made an unsolicited bona fide written Company Acquisition Proposal; or (D) all-cash recommending such Company Acquisition Proposal to the board of directors shareholders of the Company after if and only to the date hereof which was not knowingly encouragedextent that, solicited in each such case referred to in clause (B), (C) or initiated by (D) above, prior to the time the Company or any of its affiliates or any director, employee, representative or agent of Requisite Vote shall have been obtained at the Company or any of its Subsidiaries (including, without limitation, any investment banker, attorney or accountant retained by the Company or any of its Subsidiaries) on or after the date hereof and may participate in discussions and negotiate with such Person concerning any such bona fide written fully-financed all-cash Acquisition Proposal and the board of directors of the Company may modify, amend or withdraw its recommendation relative to the Offer or the Merger or authorize the Company, subject to Section 7.02(b), to enter into a binding written agreement concerning a Superior Proposal Second Shareholders Meeting (as defined belowin Section 6.4.A.), if and only if, in any such case, (i) the board Board of directors Directors of the Company determines in good faith, (A) taking into account the reasoned advice of faith after consultation with outside legal counsel and its financial advisor and based upon such other matters as it deems relevant that failure to the Company to the effect that failing to provide take such information or access or to participate action would likely result in such discussions or negotiations or so to authorize or modify, to amend or withdraw such recommendation, as the case may be, is more likely than not to constitute a breach of such board's their fiduciary duties under applicable law, law and (B) taking into account the advice of financial advisors to the Company to such effect, that such bona fide written all-cash fully-financed Company 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, be reasonably likely to result in a transaction more favorable to the Company's stockholders shareholders from a financial point of view than the transaction contemplated by this Agreement (any such more favorable bona fide written fully-financed all- cash Acquisition Proposal as to which both of the determinations referred to in subclauses (A) and (B) above have been made being referred to in this Agreement as a "Superior Proposal"). The Company agrees that it will immediately cease and cause to be terminated any existing activities, and (ii) discussions or negotiations with any parties conducted heretofore with respect to any Company Acquisition Proposal. The Company agrees that it will take the board of directors necessary steps to promptly inform the individuals or entities referred to in the first sentence hereof of the Company receives from the Person making such bona fide written all-cash fully-financed Acquisition Proposal an executed confidentiality agreement the terms of which are (without regard to the terms of such Acquisition Proposal) (A) no less favorable to the Company, obligations undertaken in this Section 6.2 and (B) no less restrictive to the Person making such bona fide written all-cash fully-financed Acquisition Proposal than those contained in the Confidentiality Agreement, dated as of December 28, 1999 referring to Parent as the "Recipient" (the "Company Confidentiality Agreement"), between the Company and Parent. The Company agrees that it will use its best reasonable efforts to notify Parent within 48 hours one day of the receipt thereof if any such inquiries inquiries, proposals or proposals offers are received by, any such information is requested from, or any such discussions or negotiations or discussions are sought to be initiated or continued with, any of its Representatives indicating, in connection with such notice, the Company and shall in name of such notice indicate the identity of the offeror Person and the material terms and conditions of any such proposal proposals or offers and thereafter shall keep Parent reasonably informed, on a current basis, of on the status and material terms of any such proposals or offers and the status of such negotiations or discussions, providing copies to Parent of any Acquisition Proposals made in writing. The Company shall provide Parent with four business days advance notice of, in each and every case, its intention to either enter into any agreement with or to provide any information to any Person making any such inquiry discussions or proposal. Subject to the provisions of Section 5.02, the Company agrees not to release any third party from, or waive any provisions of, any confidentiality or standstill agreement to which the Company is a party and will use its best efforts to enforce any such agreements at the request of and on behalf of Parent. The Company will inform the individuals or entities referred to in the first sentence of this Section 5.02 of the obligations undertaken in this Section 5.02negotiations. The Company also will, at the request of Parent, agrees that it will promptly request each person or entity which Person that has executed, within 12 months prior to the date of this Agreement, heretofore executed a confidentiality agreement in connection with its consideration of acquiring the all or substantially all of it, Michigan Consolidated Gas Company or MCN Investment Corporation to return or destroy all confidential information heretofore furnished to such person or entity Person by or on behalf of the Companyit or any of its Subsidiaries.

Acquisition Proposals. The Company (a) SJW shall, and shall use its best efforts to cause its nonstockholder affiliates and the officers, directors and employees instruct each of the Company and its Subsidiaries to, and shall instruct its stockholder affiliates and the representatives and agents of the Company and its Subsidiaries Representatives (including, without limitation, any investment banker, attorney or accountant retained by the Company or any of its Subsidiariesas defined below) to, immediately cease and terminate any all existing activities, discussions or negotiations, if any, with any parties (other than Parent and Merger Subsidiary, any affiliate or associate of Parent and Merger Subsidiary or any designees of Parent and Merger Subsidiary) conducted heretofore with respect to any acquisition Acquisition Proposal (as defined below). SJW shall not directly or exchange of all or indirectly, and it shall cause its Subsidiaries, officers, directors, employees, representatives, agents and affiliates, including any material portion of the assets ofinvestment bankers, or more than 20% of the equity interest in, the Company attorneys and accountants ("Representatives") retained by SJW or any of its Subsidiaries (by direct purchase from the Companyor affiliates, tender or exchange offer or otherwise) or any business combination, merger or similar transaction (including an exchange of stock or assets) with or involving the Company or any Subsidiary or division of the Company (an "Acquisition Transaction"), other than the Offer and the Merger. Except as set forth in this Section 5.02, the Company shall not, and shall use its best efforts to cause its nonstockholder affiliates and the officers, directors and employees of the Company and its Subsidiaries not to, and shall instruct its stockholder affiliates and the representatives and agents of the Company and its Subsidiaries (including, without limitation, any investment banker, attorney or accountant retained by the Company or any of its Subsidiaries) not to, directly or indirectly, knowingly encourage, (i) solicit, participate in initiate, encourage or initiate discussions otherwise facilitate (including by way of furnishing information) any inquiries or negotiations withproposals that constitute, or provide any nonpublic information or data (other than the Company's standard public information package) could reasonably be expected to lead to, any Person inquiry, proposal or group of Persons offer (other than Parent and Merger Subsidiary, any affiliate or associate of Parent and Merger Subsidiary or any designees of Parent and Merger Subsidiaryimprovement, restatement, amendment, renewal or reiteration thereof) with respect from any Person relating to any inquiries direct or the making indirect acquisition or purchase of any offer or proposal (including, without limitation, any offer or proposal to the stockholders of the Company) concerning an Acquisition Transaction (an "Acquisition Proposal") or otherwise knowingly facilitate any effort or attempt to make or implement an Acquisition Proposal; provided, however, that prior to the date of acceptance for payment of and payment for Shares by Merger Subsidiary pursuant to the Offer, or, to the extent the Minimum Tender Condition is waived pursuant to Section 1.01(e), the date on which the Option is exercised (the earliest of such dates is referred to as the "Closing Date"), the Company may furnish information and access, but only in response to a request for information or access, to any Person making a bona fide written fully-financed (which for the purposes of this Agreement shall mean the receipt of a commitment letter, from a reputable Person capable of financing the transaction, subject only to normal and customary exceptions) all-cash Acquisition Proposal to the board of directors of the Company after the date hereof which was not knowingly encouraged, solicited or initiated by the Company or any of its affiliates or any director, employee, representative or agent of the Company or any of its Subsidiaries (including, without limitation, any investment banker, attorney or accountant retained by the Company SJW or any of its Subsidiaries) on or after the date hereof and may participate in discussions and negotiate with such Person concerning any such bona fide written fully-financed all-cash Acquisition Proposal and the board , a merger, recapitalization, consolidation, business combination, sale of directors a significant portion of the Company may modifyassets of SJW and its Subsidiaries, amend taken as a whole, sale of 10% or withdraw its recommendation relative to the Offer or the Merger or authorize the Company, subject to Section 7.02(b), to enter into a binding written agreement concerning a Superior Proposal (as defined below), if and only if, in any such case, (i) the board of directors more of the Company determines in good faithshares of capital stock (including by way of a tender offer, (Ashare exchange or exchange offer) taking into account the reasoned advice or similar or comparable transactions involving SJW or any of outside counsel to the Company to the effect that failing to provide such information or access or to participate in such discussions or negotiations or so to authorize or modifyits Subsidiaries, to amend or withdraw such recommendation, as the case may be, is more likely than not to constitute a breach of such board's fiduciary duties under applicable law, and (B) taking into account the advice of financial advisors to the Company to such effect, that such bona fide written all-cash fully-financed Acquisition Proposal, if accepted, is reasonably likely to be consummated, taking into account all financial aspects of the proposal and the Person making the proposal and would, if consummated, result in a transaction more favorable to the Company's stockholders from a financial point of view other than the transaction transactions contemplated by this Agreement (any such more favorable bona fide written fully-financed all- cash Acquisition Proposal as to which both of the determinations inquiry, proposal or offer (or improvement, restatement, amendment, renewal or reiteration thereof) (other than made by Parent or an affiliate thereof) being herein referred to in subclauses (A) and (B) above have been made being referred to in this Agreement as a an "Superior Acquisition Proposal"), and or (ii) the board of directors of the Company receives from the Person making such bona fide written all-cash fully-financed Acquisition Proposal an executed confidentiality agreement the terms of which are (without regard to the terms of such Acquisition Proposal) (A) no less favorable to the Company, and (B) no less restrictive to the Person making such bona fide written all-cash fully-financed Acquisition Proposal than those contained engage in the Confidentiality Agreement, dated as of December 28, 1999 referring to Parent as the "Recipient" (the "Company Confidentiality Agreement"), between the Company and Parent. The Company will notify Parent within 48 hours if any such inquiries or proposals are received by, any such information is requested from, or any such negotiations or discussions are sought to be initiated concerning, or continued with the Company and shall in such notice indicate the identity of the offeror and the material terms and conditions of any such proposal and thereafter shall keep Parent reasonably informed, on a current basis, of the status and material terms of such proposals and the status of such negotiations or discussions, providing copies to Parent of any Acquisition Proposals made in writing. The Company shall provide Parent with four business days advance notice of, in each and every case, its intention to either enter into any agreement with or to provide any non-public information to any Person making any such inquiry or proposal. Subject to the provisions of Section 5.02, the Company agrees not to release any third party from, or waive any provisions ofrelating to, any confidentiality or standstill agreement to which the Company is a party and will use its best efforts to enforce Acquisition Proposal. Notwithstanding any such agreements at the request of and on behalf of Parent. The Company will inform the individuals or entities referred to in the first sentence of this Section 5.02 of the obligations undertaken in this Section 5.02. The Company also will, at the request of Parent, promptly request each person or entity which has executed, within 12 months prior to the date other provision of this Agreement, a confidentiality agreement in connection with its consideration the Board of acquiring Directors of SJW may, at any time prior to approval of this Agreement by the Company to return or destroy all confidential information heretofore furnished to such person or entity by or on behalf shareholders of the Company.SJW, furnish

Acquisition Proposals. The Company shallNeither the Companies nor the Shareholders will, and shall use its best efforts to cause its nonstockholder affiliates and the officersnor will any of them authorize or permit any officer, directors and employees of the Company and its Subsidiaries todirector, and shall instruct its stockholder affiliates and the representatives and agents of the Company and its Subsidiaries (includingemployee, without limitation, consultant or contractor or any investment banker, attorney attorney, accountant or accountant retained by other agent or Representative of any of the Company Companies, the Subsidiaries or the Shareholders acting on any of their behalf to, directly or indirectly, (a) solicit, initiate or intentionally encourage the submission of any Acquisition Proposal or (b) participate in any discussions or negotiations regarding, or furnish to any Person any information in respect of, or take any other action to facilitate, any Acquisition Proposal or any inquiries or the making of its Subsidiaries) any proposal that constitutes, or may reasonably be expected to lead to, immediately any Acquisition Proposal. Immediately after the execution and delivery of this Agreement, each of the Companies and the Shareholders will, and will cause its officers, directors, employees, investment bankers, attorneys, accountants and other agents and Representatives to, cease and terminate any existing activities, discussions or negotiations, if any, negotiations with any parties (other than Parent and Merger Subsidiary, any affiliate or associate of Parent and Merger Subsidiary or any designees of Parent and Merger Subsidiary) conducted heretofore with in respect to any acquisition or exchange of all or any material portion of the assets of, or more than 20% of the equity interest in, the Company or any of its Subsidiaries (by direct purchase from the Company, tender or exchange offer or otherwise) or any business combination, merger or similar transaction (including an exchange of stock or assets) with or involving the Company or any Subsidiary or division of the Company (an "Acquisition Transaction"), other than the Offer and the Merger. Except as set forth in this Section 5.02, the Company shall not, and shall use its best efforts to cause its nonstockholder affiliates and the officers, directors and employees of the Company and its Subsidiaries not to, and shall instruct its stockholder affiliates and the representatives and agents of the Company and its Subsidiaries (including, without limitation, any investment banker, attorney or accountant retained by the Company or any of its Subsidiaries) not to, directly or indirectly, knowingly encourage, solicit, participate in or initiate discussions or negotiations with, or provide any nonpublic information or data (other than the Company's standard public information package) to, any Person or group of Persons (other than Parent and Merger Subsidiary, any affiliate or associate of Parent and Merger Subsidiary or any designees of Parent and Merger Subsidiary) with respect to any inquiries or the making of any offer or proposal (including, without limitation, any offer or proposal to the stockholders possible Acquisition Proposal and will promptly inform Parent of the Company) concerning an Acquisition Transaction (an "Acquisition Proposal") or otherwise knowingly facilitate any effort or attempt to make or implement an Acquisition Proposal; provided, however, that prior to the date of acceptance for payment of and payment for Shares by Merger Subsidiary pursuant to the Offer, or, to the extent the Minimum Tender Condition is waived pursuant to Section 1.01(e), the date on which the Option is exercised (the earliest of such dates is referred to as the "Closing Date"), the Company may furnish information and access, but only in response to a request for information or access, to any Person making a bona fide written fully-financed (which for the purposes of this Agreement shall mean the receipt of a commitment letter, from a reputable Person capable of financing the transaction, subject only to normal and customary exceptions) all-cash any subsequent Acquisition Proposal to the board of directors Proposal. Each of the Company after the date hereof which was not knowingly encouraged, solicited or initiated by the Company or any of its affiliates or any director, employee, representative or agent of the Company or any of its Subsidiaries (including, without limitation, any investment banker, attorney or accountant retained by the Company or any of its Subsidiaries) on or after the date hereof and may participate in discussions and negotiate with such Person concerning any such bona fide written fully-financed all-cash Acquisition Proposal Companies and the board of directors of the Company may modify, amend or withdraw its recommendation relative Shareholders will take all necessary steps to the Offer or the Merger or authorize the Company, subject to Section 7.02(b), to enter into a binding written agreement concerning a Superior Proposal (as defined below), if and only if, in any such case, (i) the board of directors of the Company determines in good faith, (A) taking into account the reasoned advice of outside counsel to the Company to the effect that failing to provide such information or access or to participate in such discussions or negotiations or so to authorize or modify, to amend or withdraw such recommendation, as the case may be, is more likely than not to constitute a breach of such board's fiduciary duties under applicable law, and (B) taking into account the advice of financial advisors to the Company to such effect, that such bona fide written all-cash fully-financed Acquisition Proposal, if accepted, is reasonably likely to be consummated, taking into account all financial aspects of the proposal and the Person making the proposal and would, if consummated, result in a transaction more favorable to the Company's stockholders from a financial point of view than the transaction contemplated by this Agreement (any such more favorable bona fide written fully-financed all- cash Acquisition Proposal as to which both of the determinations referred to in subclauses (A) and (B) above have been made being referred to in this Agreement as a "Superior Proposal"), and (ii) the board of directors of the Company receives from the Person making such bona fide written all-cash fully-financed Acquisition Proposal an executed confidentiality agreement the terms of which are (without regard to the terms of such Acquisition Proposal) (A) no less favorable to the Company, and (B) no less restrictive to the Person making such bona fide written all-cash fully-financed Acquisition Proposal than those contained in the Confidentiality Agreement, dated as of December 28, 1999 referring to Parent as the "Recipient" (the "Company Confidentiality Agreement"), between the Company and Parent. The Company will notify Parent within 48 hours if any such inquiries or proposals are received by, any such information is requested from, or any such negotiations or discussions are sought to be initiated or continued with the Company and shall in such notice indicate the identity of the offeror and the material terms and conditions of any such proposal and thereafter shall keep Parent reasonably informed, on a current basis, of the status and material terms of such proposals and the status of such negotiations or discussions, providing copies to Parent of any Acquisition Proposals made in writing. The Company shall provide Parent with four business days advance notice of, in each and every case, its intention to either enter into any agreement with or to provide any information to any Person making any such inquiry or proposal. Subject to the provisions of Section 5.02, the Company agrees not to release any third party from, or waive any provisions of, any confidentiality or standstill agreement to which the Company is a party and will use its best efforts to enforce any such agreements at the request of and on behalf of Parent. The Company will promptly inform the individuals or entities referred to in the first sentence of this Section 5.02 7.1 of the obligations undertaken in this Section 5.027.1. The Company also will“Acquisition Proposal” means an inquiry, at the request of Parent, promptly request each person offer or entity which has executed, within 12 months prior to the date of this Agreement, a confidentiality agreement in connection with its consideration of acquiring the Company to return or destroy all confidential information heretofore furnished to such person or entity by or on behalf proposal regarding any of the Companyfollowing (other than the Contemplated Transactions) involving any of the Companies or the Subsidiaries: (i) any merger, consolidation, share exchange, recapitalization, business combination or other similar transaction; (ii) any sale of shares of capital stock or other equity interests or securities, (iii) any sale, lease, exchange, mortgage, pledge, Transfer or other disposition of all or any material portion of its assets in a single transaction or series of transactions; or (iv) any public announcement of a proposal, plan or intention to do any of the foregoing or any agreement to engage in any of the foregoing.

Acquisition Proposals. The Company agrees that neither it nor any of its Subsidiaries nor any of the officers and directors of it or any of its Subsidiaries shall, and that it shall direct and use its best efforts to cause its nonstockholder affiliates and the officers, directors and employees of the Company and its Subsidiaries toSubsidiaries' employees, agents and shall instruct its stockholder affiliates and the representatives and agents of the Company and its Subsidiaries (including, without limitation, including any investment banker, attorney or accountant retained by the Company it or any of its Subsidiaries) to, immediately cease and terminate any existing activities, discussions or negotiations, if any, with any parties (other than Parent and Merger Subsidiary, any affiliate or associate of Parent and Merger Subsidiary or any designees of Parent and Merger Subsidiary) conducted heretofore with respect to any acquisition or exchange of all or any material portion of the assets of, or more than 20% of the equity interest in, the Company or any of its Subsidiaries (by direct purchase from the Company, tender or exchange offer or otherwise) or any business combination, merger or similar transaction (including an exchange of stock or assets) with or involving the Company or any Subsidiary or division of the Company (an Subsidi- aries)("REPRESENTATIVES"Acquisition Transaction"), other than the Offer and the Merger. Except as set forth in this Section 5.02, the Company shall not, and shall use its best efforts to cause its nonstockholder affiliates and the officers, directors and employees of the Company and its Subsidiaries not to, and shall instruct its stockholder affiliates and the representatives and agents of the Company and its Subsidiaries (including, without limitation, any investment banker, attorney or accountant retained by the Company or any of its Subsidiaries) not to, directly or indirectly, knowingly encourageinitiate, solicit, participate in encourage or initiate discussions or negotiations with, or provide any nonpublic information or data (other than the Company's standard public information package) to, any Person or group of Persons (other than Parent and Merger Subsidiary, any affiliate or associate of Parent and Merger Subsidiary or any designees of Parent and Merger Subsidiary) with respect to 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 any equity securities of, it or any of its Subsidiaries (any such proposal (includingor 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 any of its Subsidiaries shall, without limitationand that it shall direct and use its best efforts to cause its and its Subsidiaries' 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 offer or proposal Person relating to the stockholders of the Company) concerning an Acquisition Transaction (an "Acquisition Proposal") , or otherwise knowingly facilitate any effort or attempt to make or implement an Acquisition Proposal; providedPROVIDED, howeverHOWEVER, that prior to the date of acceptance for payment of and payment for Shares by Merger Subsidiary pursuant to the Offer, or, to the extent the Minimum Tender Condition is waived pursuant to Section 1.01(e), the date on which the Option is exercised (the earliest of such dates is referred to as the "Closing Date"), nothing contained in this Agreement shall prevent the Company may furnish or its board of directors from (A) complying with Rule 14e-2 promulgated under the Exchange Act with regard to an Acquisition Proposal; (B) providing information and access, but only in response to a request for information or access, to any therefor by a Person making a who has made an unsolicited bona fide written fully-financed (which for the purposes of this Agreement shall mean the receipt of a commitment letter, from a reputable Person capable of financing the transaction, subject only to normal and customary exceptions) all-cash Acquisition Proposal to if the board of directors of the Company after receives from the date hereof which was not knowingly encouragedPerson so requesting such information an executed confidentiality agreement on terms substantially similar to those contained in the Confidentiality Agreement dated May 30, solicited 1997 (referenced in Section 9.7); (C) engaging in any negotiations or initiated by the Company or discussions with any of its affiliates or any director, employee, representative or agent of the Company or any of its Subsidiaries (including, without limitation, any investment banker, attorney or accountant retained by the Company or any of its Subsidiaries) on or after the date hereof and may participate in discussions and negotiate with such Person concerning any such who has made an unsolicited bona fide written fully-financed all-cash Acquisition Proposal; or (D) recommending such an Acquisition Proposal and to the board of directors shareholders of the Company may modify, amend or withdraw its recommendation relative to the Offer or the Merger or authorize the Company, subject to Section 7.02(b), to enter into a binding written agreement concerning a Superior Proposal (as defined below), if and only if, in any such caseto the extent that, (i) in each such case referred to in clause (B), (C) or (D) above, the board of directors of the Company determines in good faithfaith after consultation with, (A) taking into account the reasoned advice and after receipt of a written opinion from, outside legal counsel that such action is necessary in order for its directors to the Company to the effect that failing to provide such information or access or to participate in such discussions or negotiations or so to authorize or modify, to amend or withdraw such recommendation, as the case may be, is more likely than not to constitute a breach of such board's comply with their fiduciary duties under applicable law, law and (Bii) taking into account in each case referred to in clause (C) or (D) above, the advice board of financial advisors to directors of the Company to such effect, determines in good faith (after consultation with its financial advisor) that such bona fide written all-cash fully-financed Acquisition Proposal, if accepted, is reasonably likely to be consummated, taking into account all legal, financial and regulatory aspects of the proposal and the financial capacity and any other relevant characteristics of the Person making the proposal and would, if consummated, result in a transaction more favorable to the Company's stockholders shareholders from a financial point of view than the transaction contemplated by this Agreement (any such more favorable bona fide written fully-financed all- cash Acquisition Proposal as to which both of the determinations referred to in subclauses (A) and (B) above have been made being referred to in this Agreement as a "Superior ProposalSUPERIOR PROPOSAL"). The Company agrees that it will immediately cease and cause to be terminated any existing activities, and (ii) discussions or negotiations with any parties conducted heretofore with respect to any of the board foregoing. The Company also agrees that it will promptly request each Person that has heretofore executed a confidentiality agreement in connection with its considera- tion of directors acquiring it or any of its Subsidiaries to return or destroy all confidential information heretofore furnished to such Person by or on behalf of the Company receives from or any of its Subsidiaries. The Company agrees that it will take the Person making such bona fide written all-cash fully-financed Acquisition Proposal an executed confidentiality agreement necessary steps to promptly inform the terms individuals or entities referred to in the first sentence hereof of which are (without regard to the terms of such Acquisition Proposal) (A) no less favorable to the Company, obligations undertaken in this Section 6.3 and (B) no less restrictive to the Person making such bona fide written all-cash fully-financed Acquisition Proposal than those contained in the Confidentiality AgreementAgreement dated June 30, dated as of December 28, 1999 referring to Parent as the "Recipient" (the "Company Confidentiality Agreement"), between the Company and Parent1997. The Company agrees that it will notify Parent within 48 hours immediately if any such inquiries inquiries, proposals or proposals offers are received by, any such information is requested from, or any such discussions or negotiations or discussions are sought to be initiated or continued with, any of its officers, directors or Representatives indicating, in connection with such notice, the Company and shall in name of such notice indicate the identity of the offeror Person and the material terms and conditions of any such proposal proposals or offers and thereafter shall keep Parent reasonably informed, on a current basis, of on the status and material terms of any such proposals or offers and the status of any such negotiations or discussions, providing copies to Parent of any Acquisition Proposals made in writing. The Company shall provide Parent with four business days advance notice of, in each and every case, its intention to either enter into any agreement with or to provide any information to any Person making any such inquiry or proposal. Subject to the provisions of Section 5.02, the Company agrees not to release any third party from, or waive any provisions of, any confidentiality or standstill agreement to which the Company is a party and will use its best efforts to enforce any such agreements at the request of and on behalf of Parent. The Company will inform the individuals or entities referred to in the first sentence of this Section 5.02 of the obligations undertaken in this Section 5.02. The Company also will, at the request of Parent, promptly request each person or entity which has executed, within 12 months prior to the date of this Agreement, a confidentiality agreement in connection with its consideration of acquiring the Company to return or destroy all confidential information heretofore furnished to such person or entity by or on behalf of the Company.