Common use of Board Recommendation Clause in Contracts

Board Recommendation. Except to the extent expressly permitted by Section 5.3(d): (i) the Board of Directors of the Company shall recommend that its stockholders vote in favor of adoption of this Agreement at the Company Stockholders’ Meeting (the “Company Board Recommendation”) and shall reaffirm (publicly, if so requested) the Company Board Recommendation within ten (10) calendar days after Parent requests in writing that such recommendation be reaffirmed (provided, that if a tender or exchange offer relating to the Company’s securities shall have been commenced by a Person unaffiliated with the Company, such reaffirmation shall not be required less than (10) business days after such tender or exchange offer has first been published, sent or given to the Company’s securityholders), (ii) the Board of Directors of Parent shall recommend that its stockholders vote in favor of the approval of the Share Issuance at the Parent Stockholders’ Meeting (the “Parent Board Recommendation” and together with the Company Board Recommendation, the “Board Recommendations”) and shall reaffirm (publicly, if so requested) the Parent Board Recommendation within ten (10) calendar days after the Company requests in writing that such recommendation be reaffirmed (provided, that if a tender or exchange offer relating to Parent’s securities shall have been commenced by a Person unaffiliated with Parent, such reaffirmation shall not be required less than (10) business days after such tender or exchange offer has first been published, sent or given to the Company’s securityholders), (iii) the Prospectus/Joint Proxy Statement shall include a statement to the effect that each of the Board of Directors of the Company and Parent has made such applicable Board Recommendation, and (iv) neither the Board of Directors of the Company nor the Board of Directors of Parent, nor any committee of either of them, shall withdraw, amend or modify, or propose or resolve to withdraw, amend or modify in a manner adverse to the other party, their respective Board Recommendations. Nothing in this Agreement shall prohibit Parent’s Board of Directors from (A) taking and disclosing to its stockholders a position contemplated by Rule 14e-2(a) under the Exchange Act or complying with the provisions of Rule 14d-9 promulgated under the Exchange Act, or (B) making any disclosure to its stockholders the failure of which to disclose would result in a breach of Parent’s Board of Directors’ fiduciary duties to its stockholders under Delaware Law (each, a “Permitted Parent Action”).

Board Recommendation. Except (a) Subject to Section 5.4(b), neither the Company Board of Directors nor any committee thereof shall (i) withdraw, qualify, modify, change or amend in any manner adverse to the Transactions, the Purchaser (including pursuant to the Schedule 14D-9 or any amendment thereto), the approval or recommendation by the Company Board of Directors or any committee thereof of the Offer, this Agreement, the Merger or any other Transaction (the “Company Recommendation”) or take any action or make any statement, filing or release inconsistent with the Company Recommendation, (ii) take a neutral position or make no recommendation with respect to an Acquisition Proposal that has been publicly disclosed or otherwise become known to any Person other than the Company, the Purchaser and their respective Representatives (“Public Disclosure” ) after a reasonable amount of time has elapsed for the Company Board of Directors or any committee thereof to review and make a recommendation with respect thereto (and in no event more than ten (10) business days following such Public Disclosure), (iii) fail to reconfirm the Company Recommendation or its approval of this Agreement, the Offer, the Merger or any other Transaction promptly, and in any event within two (2) business days, following the Purchaser’s request to do so, (iv) approve or recommend (or propose publicly to approve or recommend) any Acquisition Proposal, (v) if a tender offer or exchange offer that, if successful, would result in any Person or group becoming a beneficial owner of ten percent (10%) or more of the outstanding Shares is commenced (other than by the Purchaser or Xxxx X. Bagerdjian), fail to recommend that the Company’s shareholders not tender their Shares in such tender or exchange offer, (vi) permit the Company or any Company Subsidiary to enter into any agreement (other than a confidentiality agreement as contemplated by Section 5.3(b)), arrangement or understanding, including any letter of intent or understanding, with respect to any Acquisition Proposal or (vii) resolve or propose to take any action described in clauses (i) through (vi) (each of the foregoing actions described in clauses (i) through (vii) being referred to as a “Company Change in Recommendation”). (b) Notwithstanding the provisions of Section 5.4(a), if, prior to the Acceptance Date, the Company Board of Directors determines in good faith, After Consultation, that the failure to make a Company Change in Recommendation described in clause (i), (ii), (iii), (iv) or (v) would result in a breach by the Company Board of Directors of its fiduciary duties to the Company’s shareholders under applicable law, the Company Board of Directors may make a Company Change in Recommendation described in such clauses of Section 5.4(a) to the extent expressly permitted by Section 5.3(d): required to prevent such a breach but, in each case, only (i) after the Company provides to the Purchaser a written notice (a “Notice of Recommendation Change”) (x) of its intention to make a Company Change in Recommendation, (y) if such Company Change in Recommendation is in connection with a Superior Proposal, (1) specifying the material terms and conditions of such Superior Proposal, including the amount per Share that the Company’s shareholders will receive and including a copy of such Superior Proposal with all accompanying documentation and (2) identifying the Person making such Superior Proposal (it being understood and agreed that any amendment to the financial terms or any other material terms of such Superior Proposal shall require a new Notice of Recommendation Change and a new five (5) business day period) and (z) if such Company Change in Recommendation is not in connection with a Superior Proposal, specifying the reason therefor, (ii) after cooperating in good faith with the Purchaser to make such adjustments in the terms and conditions of this Agreement as would enable the Company to proceed with the Company Recommendation without a Company Change in Recommendation; provided, however, that any such adjustment to the terms and conditions of this Agreement shall be at the sole discretion of the Purchaser at the time, and (iii) if the Purchaser does not, within five (5) business days of the Purchaser ‘s receipt of the Notice of Recommendation Change, make an offer that the Board of Directors of the Company shall recommend that its stockholders vote determines in favor good faith, After Consultation, (x) in the case of adoption of this Agreement at the a Company Stockholders’ Meeting (the “Company Board Recommendation”) and shall reaffirm (publiclyChange in Recommendation in connection with a Superior Proposal, if so requested) the Company Board Recommendation within ten (10) calendar days after Parent requests in writing that such recommendation to be reaffirmed (provided, that if a tender or exchange offer relating as favorable to the Company’s securities shall have been commenced by shareholders as such Superior Proposal or (y) if such Company Change in Recommendation is not in connection with a Person unaffiliated Superior Proposal, would otherwise enable the Company to proceed with the CompanyCompany Recommendation. Notwithstanding the foregoing, such reaffirmation the Company shall not be required less entitled to enter into any written agreement (other than (10a confidentiality agreement as contemplated by Section 5.3(b)), arrangement or understanding with respect to a Superior Proposal unless this Agreement has been or concurrently is validly terminated by its terms pursuant to Section 8.1(f) business days after such tender or exchange offer and the Purchaser has first been publishedreceived, sent or given by wire transfer of immediately available funds, any amounts due to the Company’s securityholders), (ii) the Board of Directors of Parent shall recommend that its stockholders vote in favor of the approval of the Share Issuance at the Parent Stockholders’ Meeting (the “Parent Board Recommendation” and together with the Company Board Recommendation, the “Board Recommendations”) and shall reaffirm (publicly, if so requested) the Parent Board Recommendation within ten (10) calendar days after the Company requests in writing that such recommendation be reaffirmed (provided, that if a tender or exchange offer relating Purchaser pursuant to Parent’s securities shall have been commenced by a Person unaffiliated with Parent, such reaffirmation shall not be required less than (10) business days after such tender or exchange offer has first been published, sent or given to the Company’s securityholders), (iii) the Prospectus/Joint Proxy Statement shall include a statement to the effect that each of the Board of Directors of the Company and Parent has made such applicable Board Recommendation, and (iv) neither the Board of Directors of the Company nor the Board of Directors of Parent, nor any committee of either of them, shall withdraw, amend or modify, or propose or resolve to withdraw, amend or modify in a manner adverse to the other party, their respective Board Recommendations. Nothing in this Agreement shall prohibit Parent’s Board of Directors from (A) taking and disclosing to its stockholders a position contemplated by Rule 14e-2(a) under the Exchange Act or complying with the provisions of Rule 14d-9 promulgated under the Exchange Act, or (B) making any disclosure to its stockholders the failure of which to disclose would result in a breach of Parent’s Board of Directors’ fiduciary duties to its stockholders under Delaware Law (each, a “Permitted Parent Action”Section 8.2(b).

Board Recommendation. Except (a) In connection with the Company Stockholders Meeting, the Company will (i) subject to applicable Laws, use its reasonable best efforts (including postponing or adjourning the Company Stockholders Meeting to obtain a quorum or to solicit additional proxies, but for no other reason without the prior consent of Parent, such consent not to be unreasonably withheld) to obtain the Company Stockholders Approval and (ii) otherwise comply with all legal requirements applicable to the extent expressly permitted by Company Stockholders Meeting. (b) Subject to Section 5.3(d): 6.5(a) and Section 6.7(d), and subject to the fiduciary duties of the Company Board (including the fiduciary duty of disclosure), (i) the Company Board of Directors of the Company shall unanimously recommend that its stockholders vote in favor of adoption of this Agreement at the Company Stockholders’ Meeting (the “Company Board Recommendation”) and shall reaffirm (publicly, if so requested) the Company Board Recommendation within ten (10) calendar days after Parent requests in writing that such recommendation be reaffirmed (provided, that if a tender or exchange offer relating to the Company’s securities shall have been commenced by a Person unaffiliated with the Company, such reaffirmation shall not be required less than (10) business days after such tender or exchange offer has first been published, sent or given to the Company’s securityholders), (ii) the Board of Directors of Parent shall recommend that its 's stockholders vote in favor of the approval adoption of this Agreement, (ii) the Share Issuance at the Parent Stockholders’ Meeting (the “Parent Board Recommendation” and together Proxy Statement shall be in material compliance with the Company Board Recommendationrequirements of Section 6.4, the “Board Recommendations”) and shall reaffirm (publicly, if so requested) the Parent Board Recommendation within ten (10) calendar days after the Company requests in writing that such recommendation be reaffirmed (provided, that if a tender or exchange offer relating to Parent’s securities shall have been commenced by a Person unaffiliated with Parent, such reaffirmation shall not be required less than (10) business days after such tender or exchange offer has first been published, sent or given to the Company’s securityholders), (iii) the Prospectus/Joint Proxy Statement shall include a statement to the effect that each the Company Board has unanimously recommended that the Company's stockholders vote in favor of the Board adoption of Directors of this Agreement at the Company and Parent has made such applicable Board RecommendationStockholders Meeting, and (iviii) neither the Company Board of Directors of the Company nor the Board of Directors of Parent, nor any committee of either of themthereof shall withhold, shall withdraw, amend or modify, or propose or resolve to withhold, withdraw, amend or modify in a manner adverse to Parent, the Company Board Recommendation. (c) In connection with the Parent Stockholders Meeting, the Parent will (i) subject to applicable Laws, use its reasonable best efforts (including postponing or adjourning the Parent Stockholders Meeting to obtain a quorum or to solicit additional proxies, but for no other partyreason without the prior consent of Company, their respective such consent not to be unreasonably withheld) to obtain the Parent Stockholders Approval and (ii) otherwise comply with all legal requirements applicable to the Parent Stockholders Meeting. (d) Subject to Section 6.5(c) and to the fiduciary duties of the Parent Board, (i) the Parent Board Recommendations. Nothing shall unanimously recommend that Parent's stockholders vote in favor of the adoption of this Agreement, and (ii) the Proxy Statement shall be in material compliance with the requirements of Section 6.4, and shall include a statement to the effect that the Parent Board has unanimously recommended that Parent's stockholders vote in favor of the adoption of this Agreement shall prohibit Parent’s Board of Directors from (A) taking and disclosing to its stockholders a position contemplated by Rule 14e-2(a) under at the Exchange Act or complying with the provisions of Rule 14d-9 promulgated under the Exchange Act, or (B) making any disclosure to its stockholders the failure of which to disclose would result in a breach of Parent’s Board of Directors’ fiduciary duties to its stockholders under Delaware Law (each, a “Permitted Parent Action”)Stockholders Meeting.

Board Recommendation. Except (a) Subject to the extent expressly permitted by Section 5.3(d): (i6.03(b) the Board of Directors and Section 6.03(c), none of the Company shall recommend that its stockholders vote in favor of adoption of this Agreement at the Company Stockholders’ Meeting (the “Company Board Recommendation”) and shall reaffirm (publicly, if so requested) the Company Board Recommendation within ten (10) calendar days after Parent requests in writing that such recommendation be reaffirmed (provided, that if a tender or exchange offer relating to the Company’s securities shall have been commenced by a Person unaffiliated with the Company, such reaffirmation shall not be required less than (10) business days after such tender or exchange offer has first been published, sent or given to the Company’s securityholders), (ii) the Board of Directors of Parent shall recommend that its stockholders vote in favor of the approval of the Share Issuance at the Parent Stockholders’ Meeting (the “Parent Board Recommendation” and together with the Company Board Recommendation, the “Board Recommendations”) and shall reaffirm (publicly, if so requested) the Parent Board Recommendation within ten (10) calendar days after the Company requests in writing that such recommendation be reaffirmed (provided, that if a tender or exchange offer relating to Parent’s securities shall have been commenced by a Person unaffiliated with Parent, such reaffirmation shall not be required less than (10) business days after such tender or exchange offer has first been published, sent or given to the Company’s securityholders), (iii) the Prospectus/Joint Proxy Statement shall include a statement to the effect that each of the Board of Directors of the Company and Parent has made such applicable Board Recommendation, and (iv) neither the Board of Directors of the Company nor the Board of Directors of Parent, nor any committee of either of themthe Company Board shall (i) fail to make, shall withdraw, amend or modify, or publicly propose or resolve to withhold, withdraw, amend or modify modify, in a any manner adverse to the other party, their respective Board Recommendations. Nothing in this Agreement shall prohibit Parent’s Board of Directors from (A) taking and disclosing to its stockholders a position transactions contemplated by this Agreement, Parent or Merger Sub, the Board Recommendation, (ii) adopt or recommend, or publicly propose to adopt or recommend, an Acquisition Proposal or Superior Proposal, (iii) fail to recommend against acceptance of any Third Party tender offer or exchange offer for the shares of Company Common Stock within ten (10) Business Days after commencement of such offer by filing a Schedule 14D-9 pursuant to Rule 14e-2(a) under the Exchange Act or complying with the provisions of 14e-2 and Rule 14d-9 promulgated under the Exchange Act, (iv) approve or recommend, or publicly propose to approve or recommend, or cause or permit the Company or any Subsidiary of the Company to execute or enter into any Alternative Acquisition Agreement, (v) fail to include the Board Recommendation in the Proxy Statement or (Bvi) fail to publicly reaffirm the Board Recommendation within ten (10) Business Days of Parent’s written request to do so following the public announcement of any Acquisition Proposal (or, if earlier, at least two (2) Business Days prior to the Stockholders’ Meeting); provided, however, that Parent may deliver only one (1) such request with respect to any particular Acquisition Proposal unless such Acquisition Proposal is subsequently publicly modified in any material respect, in which case Parent may make such request once each time such modification is made (each of the foregoing actions described in clauses (i) through (vi) being referred to as an “Adverse Recommendation Change”), or (vii) resolve or publicly propose to take any action described in the foregoing clauses (i) through (vi). (b) Notwithstanding anything in this Agreement to the contrary, at any time prior to the Stockholder Approval, and subject to the Company’s or the Company Board’s, as applicable, compliance with this Section 6.03 and Section 6.02, the Company Board may, if the Company Board determines in good faith (after consultation with the Company Financial Advisor and outside legal counsel), that the failure to do so would reasonably be expected to be inconsistent with the fiduciary duties of the directors under Applicable Law, but only after complying with Section 6.03(d), make an Adverse Recommendation Change in response to either (i) a Superior Proposal first received after the date hereof or (ii) any material fact, event, change, development or circumstances not known (or if known, the magnitude or material consequences of which were unknown and not reasonably unforeseeable) by the Company Board as of the date hereof, which fact, event, change, development or circumstances (or consequences thereof) becomes known to the Company Board after the date hereof and prior to the Stockholder Approval (such material fact, event, change, development or circumstance, an “Intervening Event”; provided, however, that in no event shall any of the following, alone or in combination, constitute an Intervening Event: (1) an Acquisition Proposal, (2) changes in the trading price or trading volume of the Company Common Stock, in and of itself (it being understood that the facts or occurrences giving rise or contributing to such changes may be taken into account the extent otherwise permitted by the definition of “Intervening Event”); or (3) meeting or exceeding any published analyst estimates or expectations of the Company’s revenue, earnings or other financial performance or results of operations for any period, in and of itself, or exceeding the Company’s internal or external budgets, plans or forecasts of its revenues, earnings or other financial performance or results of operations, in and of itself (it being understood that the facts or occurrences giving rise or contributing to the Company meeting or exceeding such estimates, projections, budgets, plans or forecasts may be taken into account to the extent otherwise permitted by the definition of “Intervening Event”). (c) Nothing contained in Section 6.02 or this Section 6.03 or elsewhere in this Agreement shall prohibit the Company from (i) taking and disclosing a position contemplated by Rule l4d-9, Rule 14e-2(a) or Item 1012(a) of Regulation M-A promulgated under the Exchange Act with regard to an Acquisition Proposal, or (ii) making any disclosure to its the Company’s stockholders if, in the good faith judgment of the Company Board, after consultation with outside legal counsel, the failure of which to disclose do so would result in a breach of Parent’s Board of Directors’ reasonably be expected to be inconsistent with the fiduciary duties of the Company Board under Applicable Law or violate any disclosure requirements under Applicable Law; provided, however, that any such disclosure that would constitute or contain an Adverse Recommendation Change shall be subject to, and may only be made in accordance with, the provisions of Section 6.03(b) as such. In addition, it is understood and agreed that, for purposes of this Agreement, (A) a factually accurate public statement by the Company that describes the Company’s receipt of an Acquisition Proposal and the operation of this Agreement with respect thereto, (B) any “stop, look and listen” communication by the Company Board pursuant to Rule l4d-9(f) of the Exchange Act, or (C) any similar communication to the stockholders of the Company, shall not, in and of itself, constitute an Adverse Recommendation Change or a proposal by the Company Board to withdraw or modify its stockholders under Delaware Law recommendation of this Agreement, the Merger or the other transactions contemplated by this Agreement, and shall not, in and of itself, be a basis for Parent or Merger Sub to terminate this Agreement pursuant to Section 8.01. (eachd) Notwithstanding anything to the contrary contained in this Agreement, a the Company Board and the Company shall not be entitled to make an Adverse Recommendation Change pursuant to Section 6.03(b) unless: (i) the Company shall have provided to Parent prior written notice at least three (3) Business Days in advance (the “Permitted Parent ActionMatch Right Period” and such notice, the “Match Right Notice”), advising Parent that the Company intends to take such action (and specifying, in reasonable detail, the reasons for such action and the material terms and conditions of any such Superior Proposal or details of such Intervening Event, as the case may be); (ii) during such Match Right Period, if requested by Parent in good faith, the Company and its Representatives shall have engaged in good faith negotiations with Parent regarding any modifications to the terms and conditions of this Agreement proposed by Parent in order to cause such Acquisition Proposal to no longer constitute a Superior Proposal or so that an Adverse Recommendation Change otherwise would no longer be necessary, as the case may be; and (iii) the Company Board shall have considered any modifications to this Agreement and any other agreements that may be proposed in writing by Parent and shall have determined in good faith, after consultation with the Company Financial Advisor and outside legal counsel, that, after giving effect to such modifications proposed by Parent, such Superior Proposal still constitutes a Superior Proposal (if applicable) and the failure to make the Adverse Recommendation Change would still reasonably be expected to be inconsistent with the Company Board’s fiduciary duties under Applicable Law. It is understood and agreed that (x) any change to the financial or other material terms of an Acquisition Proposal that was previously the subject of a Match Right Notice and (y) any material development in an Intervening Event that was previously the subject of a Match Right Notice shall in each case require the Company to deliver to Parent a new Match Right Notice; provided, however, that in such event, each reference in this Section 6.03(d) to the Match Right Period shall be deemed to be a two (2) Business Day period.

Board Recommendation. Except (a) Subject to the extent expressly permitted by terms of Section 5.3(d): 5.3(c) hereof, the Company Board shall (i) recommend that the Board of Directors holders of the Company shall recommend that its stockholders vote in favor of adoption of Shares accept the Offer, tender their Shares to Purchaser pursuant to the Offer and, if required to consummate the Merger, adopt this Agreement at and the Company Stockholders’ Meeting Merger in accordance with the applicable provisions of DGCL (the “Company Board Recommendation”), and (ii) include the Company Recommendation in the Schedule 14D-9 and shall reaffirm permit Parent to include the Company Recommendation in the Offer Documents. (publiclyb) Subject to Section 5.3(c), if so requested) neither the Company Board nor any committee thereof shall (i) withdraw, qualify, modify, change or amend in any manner adverse to the transactions contemplated by this Agreement, Parent or Purchaser (including pursuant to the Schedule 14D-9 or any amendment thereto), the Company Recommendation, the approval by the Company Board of this Agreement and the transactions contemplated hereby, including the Offer and the Merger, or the approval by the Compensation Committee of the Company Compensation Arrangements for purposes of satisfying the requirements of the non-exclusive safe-harbor in accordance with Rule 14d-10(d)(2) under the Exchange Act, (ii) fail to reconfirm the Company Recommendation or its approval of this Agreement, the Offer, the Merger or any other transaction contemplated by this Agreement promptly, and in any event within ten two business days, following Parent’s request to do so (10A) calendar days after if Parent requests in writing makes such request following the time at which an Acquisition Proposal made by a third party shall have been publicly announced or shall otherwise have become public (provided that Parent may not make such a request on more than one occasion with respect to any particular Acquisition Proposal unless, since any prior such request by Parent, the price or other material terms of such Acquisition Proposal have changed) or (B) if one or more members of the Company Board shall have taken any action publicly or that shall have become public that indicates that such recommendation be reaffirmed member or members of the Company Board do not unanimously support the Offer or the Merger), (providediii) approve or recommend (or propose publicly to approve or recommend) any Acquisition Proposal, that (iv) if a tender offer or exchange offer relating that, if successful, would result in any Person or “group” (as defined under Section 13(d) of the Exchange Act ) becoming a beneficial owner of ten percent (10%) or more of the outstanding Company Shares is commenced (other than by Parent or Purchaser), fail to recommend that the Company’s securities shall have been commenced by a Person unaffiliated with the Company, such reaffirmation shall stockholders not be required less than (10) business days after tender their Shares in such tender or exchange offer within five business days following such commencement, (v) except in connection with a termination of this Agreement pursuant to Section 7.1(f), permit the Company or any Company Subsidiary to enter into any Contract (other than a confidentiality agreement as contemplated by Section 5.2(d)), including any letter of intent or understanding, with respect to any Acquisition Proposal, or (vi) except in connection with a termination of this Agreement pursuant to Section 7.1(f), resolve or propose to take any action described in clauses (i) through (v) (each of the foregoing actions described in clauses (i) through (vi) being referred to as a “Company Change in Recommendation”). (c) Notwithstanding anything to the contrary contained in this Agreement, the Company Board may effect a Company Change in Recommendation at any time (but in the case of a Company Change in Recommendation specified in clauses “(ii),” “(iii),” or “(v)” of such definition, only prior to the Acceptance Time), if and only if (i) the Company Board has first been publisheddetermined in good faith (After Consultation and after considering in good faith any counter-offer or proposal made by Parent pursuant to this Section 7.1(f)), sent or given that the Company Board is required to effect a Company Change in Recommendation in order to comply with its fiduciary duties to the Company’s securityholders)stockholders in accordance with applicable Legal Requirements, (ii) the Board of Directors of Parent shall recommend that its stockholders vote prior to effecting such Company Change in favor of the approval of the Share Issuance at the Parent Stockholders’ Meeting (the “Parent Board Recommendation” and together with the Company Board Recommendation, the Company provides to Parent a written notice (a “Board RecommendationsNotice of Recommendation Change”) and shall reaffirm at least three business days (publiclyor, if so requested) the Parent Board Recommendation within ten (10) calendar days Offer is scheduled to expire in a shorter period after the Company requests in writing that such recommendation be reaffirmed (date the Notice of Recommendation Change is provided, that if then such shorter period) prior to making such Company Change in Recommendation of its intention to make a tender or exchange offer relating to Parent’s securities shall have been commenced by a Person unaffiliated with ParentCompany Change in Recommendation. Notwithstanding the foregoing, such reaffirmation the Company shall not be required less enter into any Contract (other than (10) business days after such tender or exchange offer has first been published, sent or given to the Company’s securityholdersa confidentiality agreement as contemplated by Section 5.2(d)), (iii) the Prospectus/Joint Proxy Statement shall include with respect to a statement Superior Proposal unless this Agreement has been or concurrently is validly terminated by its terms pursuant to the effect that each of the Board of Directors of the Company Section 7.1 and Parent has made received, by wire transfer of immediately available funds, any amounts due to Parent pursuant to Section 7.3. (d) Without limiting any rights or remedies of Parent or Purchaser set forth in this Agreement that might exist as a consequence of any such applicable Board Recommendationaction, and (iv) neither the Board of Directors of the Company nor the Board of Directors of Parent, nor any committee of either of them, shall withdraw, amend or modify, or propose or resolve to withdraw, amend or modify in a manner adverse to the other party, their respective Board Recommendations. Nothing nothing in this Agreement shall prohibit Parent’s the Company Board of Directors from (Ai) taking and disclosing to its the Company’s stockholders a position contemplated by Rule 14e-2(a) promulgated under the Exchange Act or complying with the provisions of Rule 14d-9 promulgated under the Exchange Act, Act or (Bii) making any disclosure disclosures to the Company’s stockholders that the Company Board determines in good faith After Consultation that the Company Board is required to make in order to comply with its stockholders the failure of which to disclose would result in a breach of Parent’s Board of Directors’ fiduciary duties to its the Company’s stockholders under Delaware Law (each, a “Permitted Parent Action”)Law.

Board Recommendation. Except (a) Subject to the extent expressly permitted by terms of Section 5.3(d): 5.3(c) hereof, the Company Board of Directors shall (i) recommend that the holders of the Shares accept the Offer, tender their Shares to the Purchaser pursuant to the Offer and, if necessary under applicable law, adopt this Agreement in accordance with the applicable provisions of DGCL (the “Company Recommendation”), and (ii) include the Company Recommendation in the Schedule 14D-9 and permit Parent to include the Company Recommendation in the Offer Documents. (b) Subject to Section 5.3(c), neither the Company Board of Directors nor any committee thereof shall withdraw, qualify, modify, change or amend in any manner adverse to Parent or Purchaser (including pursuant to the Schedule 14D-9 or any amendment thereto), the Company Recommendation, the approval by the Company Board of Directors of this Agreement and the transactions contemplated hereby, including the Offer and the Merger, or the approval by the Compensation Committee of the Company Compensation Arrangements as Employment Compensation Arrangements for purposes of satisfying the requirements of the non-exclusive safe-harbor in accordance to Rule 14d-10(d)(2) under the Exchange Act (a “Company Change in Recommendation”). (c) Notwithstanding anything to the contrary set forth in this Agreement, the Company Board of Directors may effect a Company Change in Recommendation at any time prior to the Effective Time, if either: (i) (A) the Company Board of Directors has received an Acquisition Proposal (that has not been withdrawn) that constitutes a Superior Proposal and such Acquisition Proposal shall not have resulted from a breach or violation of the terms of Section 5.2(a), (B) the Company Board of Directors determines in good faith (after consultation with the Company’s outside counsel and after considering in good faith any counter-offer or proposal made by Parent during the two-day period contemplated by clause (D) below), that the failure to effect a Company Change in Recommendation in light of such Superior Proposal would be a breach of its fiduciary duties to the Company’s stockholders under applicable law, (C) at least two (2) days prior to such Company Change in Recommendation, the Company shall have provided to Parent a written notice (a “Notice of Recommendation Change”) of its intention to make such Company Change in Recommendation (which notice shall not be deemed to be, in and of itself, a Company Change in Recommendation), specifying the material terms and conditions of such Superior Proposal, including a copy of such Superior Proposal and identifying the Person making such Superior Proposal (it being understood and agreed that any amendment to the financial terms or any other material terms of such Superior Proposal shall require the delivery of a new Notice of Recommendation Change and a new one-day period), (D) during the two-day period following Parent’s receipt of a Notice of Recommendation Change, the Company shall have given Parent the opportunity to meet with the Company and its Representatives, and at Parent’s request, shall have negotiated in good faith regarding the terms of possible revisions to the terms of this Agreement, and (E) Parent shall not, within two (2) days of Parent’s receipt of a Notice of Recommendation Change have made an offer that the Board of Directors of the Company determines in good faith, after consultation with the Company’s financial advisor and outside counsel, to be at least as favorable to the Company’s stockholders as such Superior Proposal; or (ii) other than in connection with a Superior Proposal (it being understood and hereby agreed that the Company Board of Directors shall recommend that its stockholders vote not effect a Company Change of Recommendation in favor of adoption connection with a Superior Proposal other than pursuant to the immediately preceding clause (i) of this Agreement at the Company Stockholders’ Meeting Section 5.3(c)), (the “Company Board Recommendation”) and shall reaffirm (publicly, if so requestedA) the Company Board Recommendation within ten of Directors determines in good faith (10) calendar days after Parent requests in writing that such recommendation be reaffirmed (provided, that if a tender or exchange offer relating to consultation with the Company’s securities shall have been commenced by a Person unaffiliated with the Company, such reaffirmation shall not be required less than (10outside counsel) business days after such tender or exchange offer has first been published, sent or given to the Company’s securityholders), (ii) the Board of Directors of Parent shall recommend that its stockholders vote in favor of the approval of the Share Issuance at the Parent Stockholders’ Meeting (the “Parent Board Recommendation” and together with the Company Board Recommendation, the “Board Recommendations”) and shall reaffirm (publicly, if so requested) the Parent Board Recommendation within ten (10) calendar days after the Company requests in writing that such recommendation be reaffirmed (provided, that if a tender or exchange offer relating to Parent’s securities shall have been commenced by a Person unaffiliated with Parent, such reaffirmation shall not be required less than (10) business days after such tender or exchange offer has first been published, sent or given to the Company’s securityholders), (iii) the Prospectus/Joint Proxy Statement shall include a statement to the effect that each of the Board of Directors of the Company and Parent has made such applicable Board Recommendation, and (iv) neither the Board of Directors of the Company nor the Board of Directors of Parent, nor any committee of either of them, shall withdraw, amend or modify, or propose or resolve to withdraw, amend or modify in a manner adverse to the other party, their respective Board Recommendations. Nothing in this Agreement shall prohibit Parent’s Board of Directors from (A) taking and disclosing to its stockholders a position contemplated by Rule 14e-2(a) under the Exchange Act or complying with the provisions of Rule 14d-9 promulgated under the Exchange Act, or (B) making any disclosure to its stockholders the failure of which to disclose would effect a Company Change in Recommendation could reasonably be expected to result in a breach of Parent’s Board of Directors’ its fiduciary duties to its the Company’s stockholders under Delaware Law applicable law and (eachB) at least two (2) days prior to such Company Change in Recommendation, the Company shall have provided to Parent a “Permitted Notice of Recommendation Change of its intention to make such Company Change in Recommendation (which notice shall not be deemed to be, in and of itself a Company Change in Recommendation), specifying in sufficient detail the circumstances for such proposed Company Change in Recommendation (it being understood and agreed that any change to such circumstances or any additional circumstances shall require the delivery of a new Notice of Recommendation Change and a new one-day period), and (C) during the two-day period following Parent’s receipt of a Notice of Recommendation Change, the Company shall have given Parent Action”the opportunity to meet with the Company and its Representatives, and at Parent’s request, shall have negotiated in good faith regarding the terms of possible revisions to the terms of this Agreement. (d) Notwithstanding anything to the contrary in this Section 5.3, the Company shall not be entitled to enter into any agreement (other than a confidentiality agreement as contemplated by Section 5.2(b)), including a letter of intent, with respect to a Superior Proposal unless this Agreement has been or concurrently is validly terminated by its terms pursuant to Section 8.1 and Parent has received, by wire transfer of immediately available funds to the account listed on Annex III, any amounts due to Parent pursuant to Section 8.2(b).

Board Recommendation. Except (A) Subject to the extent expressly permitted by terms of Section 5.3(d): 5.3(c) hereof, the Company Board shall (i) recommend that the Board of Directors holders of the Company Shares accept the Offer, tender their Shares to Purchaser pursuant to the Offer and, if required to consummate the Merger, adopt this Agreement and the Merger in accordance with the applicable provisions of DGCL (the "Company Recommendation"), and (ii) include the Company Recommendation in the Schedule 14D-9 and permit Parent to include the Company Recommendation in the Offer Documents. (B) Subject to Section 5.3(c), neither the Company Board nor any committee thereof shall recommend that its stockholders vote (i) withdraw, qualify, modify, change or amend in favor of adoption any manner adverse to the transactions contemplated by this Agreement, Parent or Purchaser (including pursuant to the Schedule 14D-9 or any amendment thereto), the Company Recommendation, the approval by the Company Board of this Agreement at and the transactions contemplated hereby, including the Offer and the Merger, or the approval by the Compensation Committee of the Company Stockholders’ Meeting Compensation Arrangements for purposes of satisfying the requirements of the non-exclusive safe-harbor in accordance with Rule 14d-10(d)(2) under the Exchange Act, (ii) fail to reconfirm the “Company Board Recommendation”Recommendation or its approval of this Agreement, the Offer, the Merger or any other transaction contemplated by this Agreement promptly, and in any event within two business days, following Parent's request to do so (A) and if Parent makes such request following the time at which an Acquisition Proposal made by a third party shall reaffirm have been publicly announced or shall otherwise have become public (publiclyprovided that Parent may not make such a request on more than one occasion with respect to any particular Acquisition Proposal unless, since any prior such request by Parent, the price or other material terms of such Acquisition Proposal have changed) or (B) if so requested) one or more members of the Company Board Recommendation within ten (10) calendar days after Parent requests in writing shall have taken any action publicly or that shall have become public that indicates that such recommendation be reaffirmed member or members of the Company Board do not unanimously support the Offer or the Merger), (providediii) approve or recommend (or propose publicly to approve or recommend) any Acquisition Proposal, that (iv) if a tender offer or exchange offer relating that, if successful, would result in any Person or "group" (as defined under Section 13(d) of the Exchange Act) becoming a beneficial owner of ten percent (10%) or more of the outstanding Company Shares is commenced (other than by Parent or Purchaser), fail to recommend that the Company’s securities shall have been commenced by a Person unaffiliated with the Company, such reaffirmation shall 's stockholders not be required less than (10) business days after tender their Shares in such tender or exchange offer within five business days following such commencement, (v) except in connection with a termination of this Agreement pursuant to Section 7.1(f), permit the Company or any Company Subsidiary to enter into any Contract (other than a confidentiality agreement as contemplated by Section 5.2(d)), including any letter of intent or understanding, with respect to any Acquisition Proposal, or (vi) except in connection with a termination of this Agreement pursuant to Section 7.1(f), resolve or propose to take any action described in clauses (i) through (v) (each of the foregoing actions described in clauses (i) through (vi) being referred to as a "Company Change in Recommendation"). (C) Notwithstanding anything to the contrary contained in this Agreement, the Company Board may effect a Company Change in Recommendation at any time (but in the case of a Company Change in Recommendation specified in clauses "(ii)," "(iii)," or "(v)" of such definition, only prior to the Acceptance Time), if and only if (i) the Company Board has first been publisheddetermined in good faith (After Consultation and after considering in good faith any counter-offer or proposal made by Parent pursuant to this Section 7.1(f)), sent or given that the Company Board is required to effect a Company Change in Recommendation in order to comply with its fiduciary duties to the Company’s securityholders)'s stockholders in accordance with applicable Legal Requirements, (ii) the Board of Directors of Parent shall recommend that its stockholders vote prior to effecting such Company Change in favor of the approval of the Share Issuance at the Parent Stockholders’ Meeting (the “Parent Board Recommendation” and together with the Company Board Recommendation, the “Board Recommendations”Company provides to Parent a written notice (a "Notice of Recommendation Change") and shall reaffirm at least three business days (publiclyor, if so requested) the Parent Board Recommendation within ten (10) calendar days Offer is scheduled to expire in a shorter period after the Company requests in writing that such recommendation be reaffirmed (date the Notice of Recommendation Change is provided, that if then such shorter period) prior to making such Company Change in Recommendation of its intention to make a tender or exchange offer relating to Parent’s securities shall have been commenced by a Person unaffiliated with ParentCompany Change in Recommendation. Notwithstanding the foregoing, such reaffirmation the Company shall not be required less enter into any Contract (other than (10) business days after such tender or exchange offer has first been published, sent or given to the Company’s securityholdersa confidentiality agreement as contemplated by Section 5.2(d)), (iii) the Prospectus/Joint Proxy Statement shall include with respect to a statement Superior Proposal unless this Agreement has been or concurrently is validly terminated by its terms pursuant to the effect that each of the Board of Directors of the Company Section 7.1 and Parent has made received, by wire transfer of immediately available funds, any amounts due to Parent pursuant to Section 7.3. (D) Without limiting any rights or remedies of Parent or Purchaser set forth in this Agreement that might exist as a consequence of any such applicable Board Recommendationaction, and (iv) neither the Board of Directors of the Company nor the Board of Directors of Parent, nor any committee of either of them, shall withdraw, amend or modify, or propose or resolve to withdraw, amend or modify in a manner adverse to the other party, their respective Board Recommendations. Nothing nothing in this Agreement shall prohibit Parent’s the Company Board of Directors from (Ai) taking and disclosing to its the Company's stockholders a position contemplated by Rule 14e-2(a) promulgated under the Exchange Act or complying with the provisions of Rule 14d-9 promulgated under the Exchange Act, Act or (Bii) making any disclosure disclosures to the Company's stockholders that the Company Board determines in good faith After Consultation that the Company Board is required to make in order to comply with its stockholders the failure of which to disclose would result in a breach of Parent’s Board of Directors’ fiduciary duties to its the Company's stockholders under Delaware Law (each, a “Permitted Parent Action”)Law.

Board Recommendation. Except (a) As promptly as possible after resolving comments, if any, of the SEC with respect to the extent expressly permitted Proxy Statement, the Company Board, in accordance with the Bylaws of the Company and applicable Law, shall duly call, give notice of, convene and hold a special meeting of its stockholders (the “Special Meeting”) solely for the purpose of adopting this Agreement. (b) Subject to the terms of Section 6.3(c) hereof, the Company Board of Directors shall (i) recommend that the holders of the Shares adopt this Agreement in accordance with the applicable provisions of DGCL (the “Company Recommendation”), and (ii) include the Company Recommendation in the Proxy Statement. (c) Subject to Section 6.3(d), neither the Company Board of Directors nor any committee thereof shall withdraw, qualify, modify, change or amend in any manner adverse to Parent or Purchaser the Company Recommendation, the approval by Section 5.3(d): the Company Board of Directors of this Agreement and the Transactions, including the Merger (a “Company Change in Recommendation”). (d) Notwithstanding anything to the contrary set forth in this Agreement, the Company Board of Directors may effect a Company Change in Recommendation at any time prior to the Effective Time, if (i) the Company Board of Directors has received an Acquisition Proposal (that has not been withdrawn) that constitutes a Superior Proposal and such Acquisition Proposal shall not have resulted from a breach or violation of the Company shall recommend that its stockholders vote in favor terms of adoption of this Agreement at the Company Stockholders’ Meeting (the “Company Board Recommendation”) and shall reaffirm (publicly, if so requested) the Company Board Recommendation within ten (10) calendar days after Parent requests in writing that such recommendation be reaffirmed (provided, that if a tender or exchange offer relating to the Company’s securities shall have been commenced by a Person unaffiliated with the Company, such reaffirmation shall not be required less than (10) business days after such tender or exchange offer has first been published, sent or given to the Company’s securityholdersSection 6.2(a), (ii) the Company Board of Directors of determines in good faith (After Consultation and after considering in good faith any counter-offer or proposal made by Parent shall recommend that its stockholders vote in favor of during the approval of the Share Issuance at the Parent Stockholders’ Meeting five (the “Parent Board Recommendation” and together with the Company Board Recommendation, the “Board Recommendations”5) and shall reaffirm business day period contemplated by clause (publicly, if so requestediv) the Parent Board Recommendation within ten (10) calendar days after the Company requests in writing that such recommendation be reaffirmed (providedbelow), that if the failure to effect a tender or exchange offer relating to Parent’s securities shall have been commenced by Company Change in Recommendation in light of such Superior Proposal would be a Person unaffiliated with Parent, such reaffirmation shall not be required less than (10) business days after such tender or exchange offer has first been published, sent or given breach of its fiduciary duties to the Company’s securityholders)stockholders under applicable Law, (iii) at least five (5) business days prior to such Company Change in Recommendation, the Prospectus/Joint Proxy Statement Company shall include have provided to Parent a statement written notice (a “Notice of Recommendation Change”) of its intention to make such Company Change in Recommendation (which notice shall not be deemed to be, in and of itself, a Company Change in Recommendation), specifying the material terms and conditions of such Superior Proposal, including a copy of such Superior Proposal and identifying the Person making such Superior Proposal (it being understood and agreed that any amendment to the effect financial terms or any other material terms of such Superior Proposal shall require the delivery of a new Notice of Recommendation Change and a new five (5) business day period), (iv) during the five (5) business day period following Parent’s receipt of a Notice of Recommendation Change, the Company shall have given Parent the opportunity to meet with the Company and its Representatives, and at Parent’s request, shall have negotiated in good faith regarding the terms of possible revisions to the terms of this Agreement, and (v) Parent shall not, within five (5) business days of Parent’s receipt of a Notice of Recommendation Change have made an offer that each of the Company Board of Directors of determines in good faith, After Consultation, to be at least as favorable to the Company’s stockholders as such Superior Proposal. (e) Notwithstanding anything to the contrary in this Section 6.3, the Company shall not be entitled to enter into any agreement (other than a confidentiality agreement as contemplated by Section 6.2(c)), including a letter of intent, with respect to a Superior Proposal unless this Agreement has been or concurrently is validly terminated by its terms pursuant to Section 9.1 and Parent has made such applicable Board Recommendationreceived, and (iv) neither the Board by wire transfer of Directors of the Company nor the Board of Directors of Parentimmediately available funds, nor any committee of either of them, shall withdraw, amend or modify, or propose or resolve amounts due to withdraw, amend or modify in a manner adverse Parent pursuant to the other party, their respective Board Recommendations. Nothing in this Agreement shall prohibit Parent’s Board of Directors from (A) taking and disclosing to its stockholders a position contemplated by Rule 14e-2(a) under the Exchange Act or complying with the provisions of Rule 14d-9 promulgated under the Exchange Act, or (B) making any disclosure to its stockholders the failure of which to disclose would result in a breach of Parent’s Board of Directors’ fiduciary duties to its stockholders under Delaware Law (each, a “Permitted Parent Action”Section 9.2(b).

Board Recommendation. Except (a) Subject to the extent expressly permitted by provisions of Section 5.3(d): 6.4(c), the Company Board of Directors shall (i) recommend that the Board of Directors holders of the Company shall recommend that its stockholders vote in favor of adoption of Shares accept the Offer, tender their Shares to Purchaser pursuant to the Offer and, if necessary under applicable law, approve and adopt this Agreement at in accordance with the Company Stockholders’ Meeting provisions of the MBCA (the “Company Board Recommendation”), and (ii) include the Company Recommendation in the Schedule 14D-9, Schedule 13E-3 and permit Parent to include the Company Recommendation in the Offer Documents. (b) Subject to the provisions of Section 6.4(c), neither the Company Board of Directors nor any committee thereof shall (i) withdraw, modify amend or qualify in any manner adverse to Parent or Purchaser (including by virtue of disclosure in the Schedule 14D-9, Schedule 13E-3 or any amendment thereto), or publicly propose to withhold, withdraw, amend, qualify or modify in any manner adverse to Parent or Purchaser, the Company Recommendation, (ii) adopt, approve or recommend or publicly propose to adopt, approve or recommend an Acquisition Proposal, (iii) (A) fail to publicly recommend against, or in lieu thereof publicly recommend a stop-look-and-listen position with respect to, any Acquisition Proposal and (B) fail to publicly reaffirm the Company Recommendation, within 7 Business Days after Parent reasonably requests in writing that the Company publicly reaffirm the Company Recommendation; (publiclyiv) fail to recommend, in a Solicitation/Recommendation Statement on Schedule 14D-9, against any Acquisition Proposal subject to Regulation 14D under the Exchange Act within 7 Business Days after the commencement of such Acquisition Proposal, (v) fail to include the Company Recommendation in the Schedule 14D-9, Schedule 13E-3 or the Proxy Statement, if so requestedapplicable, or (vi) enter into any letter of intent, memorandum of understanding or similar document or Contract relating to any Acquisition Proposal other than a confidentiality agreement as contemplated by Section 6.3 (any action described in clauses (i) through (vi), a “Company Change in Recommendation”). (c) Notwithstanding anything to the contrary set forth in this Agreement, the Company Board of Directors, or a committee thereof, may terminate this Agreement and effect a Company Change in Recommendation at any time prior to the receipt of approval of the Company’s shareholders of the Merger, if (A) the Company Board Recommendation within ten of Directors, or any committee thereof, has determined in good faith, after consultation with its outside legal counsel, that the failure to take such action could reasonably be considered inconsistent with the directors’ fiduciary duties under applicable laws, (10B) calendar days the Company Board, or any committee thereof, shall have determined in good faith, based on information then available and after Parent requests in writing consultation with its legal and financial advisors, that such recommendation be reaffirmed bona fide, unsolicited written Acquisition Proposal (providedwhich Acquisition Proposal does not arise out of any breach of Section 6.3(a)) constitutes a Superior Proposal, provided that if a tender or exchange offer relating to the Company’s securities Company shall have been commenced by provided to Parent a Person unaffiliated with the Company, written notice (a “Notice of Recommendation Change”) of its intention to make such reaffirmation Company Change in Recommendation (which notice shall not be required less than deemed to be, in and of itself, a Company Change in Recommendation), specifying the material terms and conditions of such Superior Proposal, and copies of all relevant documents relating to such Superior Proposal that are not subject to confidentiality requirements, including identifying the Person making such Superior Proposal, and including a written statement of the reasons of the Company Board of Directors, or any committee thereof, for proposing to effect such Recommendation Change, which Notice of Recommendation shall be provided at least four Business Days in advance of making the Company Change in Recommendation (10the “Notice Period”), and (C) business days the Company Board of Directors or any committee thereof shall have determined in good faith (after such tender consultation with outside legal counsel), after considering the terms of any proposed amendment or exchange offer has first been published, sent or given modification to this Agreement pursuant to the Company’s securityholders)terms set forth below, that the failure to effect a Company Change in Recommendation (i) could reasonably still be considered inconsistent with the directors’ fiduciary duties under applicable laws, and (ii) the Board Acquisition Proposal still constitutes a Superior Proposal. In addition, if requested by Parent, the Company shall have negotiated in good faith with Parent and Parent’s Representatives during the Notice Period to enable Parent to propose changes to the terms of Directors this Agreement that would cause such Superior Proposal to no longer constitute a Superior Proposal (provided, however, that any such changes shall not include any conditions that restrict the Company from disclosing the terms of Parent shall recommend such changes to the party that its stockholders vote in favor of the approval of the Share Issuance at the Parent Stockholders’ Meeting has made a Superior Proposal), and: (the “Parent Board Recommendation” and together with x) the Company Board Recommendationof Directors, or any committee thereof, shall have considered in good faith (after consultation with the Company’s legal and financial advisors) any changes to this Agreement proposed by Parent in a written offer capable of acceptance and determined that the Superior Proposal would continue to constitute a Superior Proposal if such changes were to be given effect; and (y) in the event of any material change to the financial or other material terms of such Superior Proposal, the “Board Recommendations”Company shall, in each case, have delivered to Parent an additional notice and copies of the relevant proposed transaction agreement and other material documents and the Notice Period shall have recommenced. (d) and shall reaffirm (publiclyNotwithstanding anything to the contrary in this Section 6.4, if so requested) the Parent Board Recommendation within ten (10) calendar days after the Company requests in writing that such recommendation be reaffirmed (provided, that if a tender or exchange offer relating to Parent’s securities shall have been commenced by a Person unaffiliated with Parent, such reaffirmation shall not be required less entitled to enter into any Contract (other than (10a confidentiality agreement as contemplated by Section 6.3(b)) business days after such tender or exchange offer has first been published, sent or given with respect to the Company’s securityholders), (iii) the Prospectus/Joint Proxy Statement shall include a statement to the effect that each of the Board of Directors of Superior Proposal enforceable against the Company unless and Parent until this Agreement has made such applicable Board Recommendation, and been or concurrently is being terminated pursuant to Section 9.1. (ive) neither the Board of Directors of the Company nor the Board of Directors of Parent, nor any committee of either of them, shall withdraw, amend or modify, or propose or resolve to withdraw, amend or modify in a manner adverse to the other party, their respective Board Recommendations. Nothing in this Agreement shall prohibit Parent’s the Company Board of Directors (or any committee thereof) from (Ai) complying with its disclosure obligations under applicable U.S. federal or state law with regard to an Acquisition Proposal, including taking and disclosing to its stockholders the shareholders of the Company a position contemplated by Rule 14e-2(a) under the Exchange Act or complying with the provisions of Rule 14d-9 promulgated under the Exchange Act; provided, that any such disclosure (other than a “stop-look-and-listen” communication or similar communication of the type contemplated by Rule 14d-9(f) under the Exchange Act) shall be deemed to be a Company Change in Recommendation unless the Company Board of Directors (or any committee thereof) publicly (A) recommends against, or in lieu thereof publicly recommends a stop-look-and-listen position with respect to, any Acquisition Proposal and (B) reaffirms the Company Recommendation, within 7 Business Days after Parent reasonably requests in writing that the Company publicly reaffirm the Company Recommendation and (ii) making any disclosure to its stockholders “stop-look-and-listen” communication or similar communication of the failure of which to disclose would result in a breach of Parent’s Board of Directors’ fiduciary duties to its stockholders type contemplated by Rule 14d-9(f) under Delaware Law (each, the Exchange Act. It is understood and agreed that a “Permitted Parent Action”)stop-look-and-listen communication” is not itself a Company Change in Recommendation under this Agreement.

Board Recommendation. Except (a) Subject to the extent expressly permitted by terms of this Section 5.3(d): (i) the Board of Directors of 7.4, neither the Company Board nor any committee thereof shall recommend that its stockholders vote in favor of adoption of this Agreement at the Company Stockholders’ Meeting (the “Company Board Recommendation”A) and shall reaffirm (publiclywithhold, if so requested) withdraw, amend, modify, qualify or condition, or publicly propose to withhold, withdraw, amend, modify, qualify or condition the Company Board Recommendation within ten or (10B) calendar days after Parent requests in writing that such recommendation be reaffirmed approve, endorse or recommend an Acquisition Proposal or Acquisition Transaction (“Company Board Recommendation Change”); provided, however, that if a tender or exchange offer relating notwithstanding the foregoing, at any time prior to the Company’s securities shall have been commenced Acceptance Time, the Company Board may effect a Company Board Recommendation Change with respect to a Superior Proposal or Intervening Event if and only if either: (i) (A) the Company has received an unsolicited, bona fide written Acquisition Proposal that the Company Board has determined in good faith (after consultation with its financial advisor of nationally recognized standing and its outside counsel) constitutes a Superior Proposal, (B) such Acquisition Proposal did not result from or arise out of a material breach or violation of any provisions of Section 7.1, Section 7.2, Section 7.3 or Section 7.4 by the Company and the Person from whom the Company received such Acquisition Proposal has not made any other Acquisition Proposals (either alone or together with one or more other Persons) to the Company that resulted from or arose out of a Person unaffiliated with material breach or violation of any provisions of Section 7.1, Section 7.2, Section 7.3, or Section 7.4 by the Company, (C) the Company has not materially breached or violated any of the provisions of Section 7.1, Section 7.2, Section 7.3, or Section 7.4, in respect of such reaffirmation Acquisition Proposal (and any other Acquisition Proposals made by the same Person making such Acquisition Proposal, whether alone or together with one or more other Persons), (D) prior to effecting such Company Board Recommendation Change, the Company shall have given Parent at least five (5) business days’ prior written notice of the intent to take such action (which notice shall not, by itself, constitute a Company Board Recommendation Change), which notice shall attach such Superior Proposal, the definitive agreement with respect thereto and state expressly the identity of the Person making such Superior Proposal and a summary of all the material terms and conditions of such Superior Proposal in reasonable detail, to the extent not included in the definitive agreement (the “Pre-Recommendation Change Notice”), and shall give Parent the opportunity to meet and discuss in good faith potential amendments or other modifications to the terms and conditions of this Agreement so that the Offer, the Merger and other transactions contemplated by this Agreement may be effected, (E) Parent shall not be required less than have made, within the foregoing five (105) business days after such tender or exchange offer has first been published, sent or given to the Company’s securityholders), (ii) the Board of Directors of Parent shall recommend that its stockholders vote in favor receipt of the approval of the Share Issuance at the Parent Stockholders’ Meeting (the “Parent Board Recommendation” and together with Pre-Recommendation Change Notice, a counteroffer or proposal that the Company Board Recommendation, the “Board Recommendations”determines in good faith (after consultation with its financial advisor of nationally recognized standing and its outside legal counsel) and shall reaffirm (publicly, if so requested) the Parent Board Recommendation within ten (10) calendar days after the Company requests in writing that is at least as favorable to its stockholders as such recommendation be reaffirmed (provided, that if a tender or exchange offer relating to Parent’s securities shall have been commenced by a Person unaffiliated with Parent, such reaffirmation shall not be required less than (10) business days after such tender or exchange offer has first been published, sent or given to the Company’s securityholders), (iii) the Prospectus/Joint Proxy Statement shall include a statement to the effect that each of the Board of Directors of the Company and Parent has made such applicable Board RecommendationSuperior Proposal, and (ivF) neither the Board of Directors of after such discussions, the Company nor Board determines in good faith (after consultation with its outside legal counsel and after considering in good faith any counteroffer or proposal made by Parent pursuant to the immediately preceding clause (E)) that the failure to effect such Company Board Recommendation Change would be reasonably likely to constitute a breach of Directors its fiduciary duties under Delaware Law (it being agreed that every subsequent revision or modification to price or consideration of Parent, nor any committee of either of them, other material revision or material modification to any such Superior Proposal shall withdraw, amend or modify, or propose or resolve require a new written notice thereof by the party proposing to withdraw, amend or modify in a manner adverse take such action to the other party, their respective as the case may be, pursuant to the preceding clause (D) and a new five (5) business day “matching” period under the preceding clauses (D) and (E) following the initial five (5) business day “matching” period); or (ii) in response to an Intervening Event that has occurred after the date of this Agreement, if: (A) the Intervening Event does not involve the receipt of any Acquisition Proposal or inquiry, proposal, offer, or transaction from any third party relating to or in connection with a transaction of the nature described in the definition of “Acquisition Transaction” (which, for the purposes of this clause (A), shall be read without reference to the percentage thresholds set forth in the definition thereof); and (B) (1) prior to effecting the Company Board RecommendationsRecommendation Change the Company shall have given Parent at least five (5) business days’ notice of the intent to consider such action (which notice shall not, by itself, constitute a Company Board Recommendation Change) and the opportunity to meet and discuss in good faith the purported basis for the proposed Company Board Recommendation Change, Parent’s reaction thereto and potential amendments and modifications to the terms and conditions of this Agreement in response thereto so that the Offer and the Merger and other transactions contemplated by this Agreement may be effected, and (2) after such discussions, the Company Board determines in good faith (after consultation with outside legal counsel) that the failure to effect such Company Board Recommendation Change would be reasonably likely to constitute a breach of its fiduciary duties under Delaware Law. The Company acknowledges and hereby agrees that any Company Board Recommendation Change effected (or proposed to be effected) in response to or in connection with any Acquisition Proposal or Acquisition Transaction may be made solely and exclusively pursuant to the immediately preceding clause (i) only, and may not be made pursuant to the immediately preceding clause (ii), and any Company Board Recommendation Change may only be made pursuant to this Section 7.4(a) and no other provisions of this Agreement. The Company shall keep confidential any counter-offers or proposals made by Parent to revise the terms of this Agreement, other than to the extent required to be disclosed in any SEC Reports or under applicable Law or stock exchange listing requirement. (b) Nothing in this Agreement shall prohibit Parent’s the Company Board of Directors from (A) taking and disclosing to its stockholders the Company Stockholders a position contemplated by Rule 14e-2(a) under the Exchange Act or complying with the provisions of Rule 14d-9 promulgated under the Exchange Act or disclosing a “stop, look and listen” of the type contemplated by Rule 14d-9(f) of the Exchange Act; provided, however, that (i) the Company (with respect to statements made by the Company Board) pursuant to Rule 14e-2(a) under the Exchange Act or Rule 14d-9 under the Exchange Act, shall not make disclosures that would amount to a Company Board Recommendation Change, other than pursuant to this Section 7.4(b), and (ii) any statements or disclosures regarding this Agreement, the Offer or the Merger or any other transactions contemplated by this Agreement, or about any Acquisition Proposal (Bwhether or not a Superior Proposal) making any or Acquisition Transaction shall constitute a Company Board Recommendation Change, unless such statement or disclosure to its stockholders is accompanied by an express, unequivocal affirmation of the failure of which to disclose would result in a breach of Parent’s Company Board of Directors’ fiduciary duties to its stockholders under Delaware Law (each, a “Permitted Parent Action”)Recommendation.

Board Recommendation. Except (a) Subject to the extent expressly permitted by provisions of Section 5.3(d): 5.6(c), (i) the Asterias Board of Directors of the Company shall (x) recommend that its the Asterias’ stockholders vote in favor of adoption of adopt this Agreement at in accordance with the Company Stockholders’ Meeting provisions of applicable Law (the “Company Asterias Board Recommendation”) and shall reaffirm (publicly, if so requestedy) include the Company Asterias Board Recommendation in the Joint Proxy Statement, and (ii) neither the Asterias Board of Directors nor any committee thereof (including the Asterias Special Committee) shall (1) fail to make, withdraw, amend, modify or qualify the Asterias Board Recommendation in a manner that is adverse to BioTime, or publicly propose to withhold, withdraw, amend, modify or qualify the Asterias Board Recommendation in a manner that is adverse to BioTime, (2) approve, endorse, adopt or recommend, or publicly propose to approve, endorse, adopt or recommend, an Acquisition Proposal or Acquisition Transaction, (3) fail to include the Asterias Board Recommendation in the Joint Proxy Statement or (4) fail to publicly recommend against any Acquisition Proposal or Acquisition Transaction subject to Regulation 14D under the Exchange Act in a Solicitation/Recommendation Statement on Schedule 14D-9 within ten (10) calendar days after Parent requests in writing that such recommendation be reaffirmed (provided, that if a tender or exchange offer relating to the Company’s securities shall have been commenced by a Person unaffiliated with the Company, such reaffirmation shall not be required less than (10) business days after the commencement of such tender Acquisition Proposal or exchange offer has first been published, sent Acquisition Transaction (the actions or given inactions referred to in the Company’s securityholderspreceding clauses (1), (ii2), (3) and (4) being referred to herein as an “Asterias Board Recommendation Change”). (b) Notwithstanding anything to the contrary set forth in this Agreement, the Asterias Board of Directors may (x) effect an Asterias Board Recommendation Change or (y) terminate this Agreement pursuant to Section 8.1(i) to enter into a definitive agreement to consummate a Superior Proposal, in each case at any time prior to obtaining the Asterias Stockholder Approval in the event that (1) the Asterias Board of Parent shall recommend Directors has received a bona fide written Acquisition Proposal after the date of this Agreement that its stockholders vote was not solicited in favor violation of Article V; (2) each of the approval Asterias Board of Directors and the Share Issuance Asterias Special Committee determines in good faith (after consultation with its financial advisor and its outside legal counsel) that such Acquisition Proposal is a Superior Proposal; (3) prior to effecting such Asterias Board Recommendation Change or terminating this Agreement pursuant to Section 8.1(i), the Asterias Board of Directors shall have given BioTime at the Parent Stockholdersleast four (4) business days’ Meeting prior written notice of its intention to effect an Asterias Board Recommendation Change pursuant to this Section 5.6 or terminate this Agreement (the “Parent Board Recommendation” and together with the Company Board Recommendation, the “Board RecommendationsChange of Recommendation Notice Period”) and (which notice shall reaffirm include the most current version of the proposed definitive agreement (publiclywhich shall be marked to show changes to this Agreement) and, if so requested) the Parent Board Recommendation within ten (10) calendar days after the Company requests in writing that such recommendation be reaffirmed (provided, that if a tender or exchange offer relating to Parent’s securities shall have been commenced by a Person unaffiliated with Parent, such reaffirmation shall not be required less than (10) business days after such tender or exchange offer has first been published, sent or given to the Company’s securityholders)extent not included therein, (iii) all material terms and conditions of such Superior Proposal and the Prospectus/Joint Proxy Statement shall include a statement to the effect that each identity of the Board of Directors of the Company and Parent has made Person making such applicable Board Recommendation, and (iv) neither the Board of Directors of the Company nor the Board of Directors of Parent, nor any committee of either of them, shall withdraw, amend or modify, or propose or resolve to withdraw, amend or modify in a manner adverse to the other party, their respective Board Recommendations. Nothing in this Agreement shall prohibit Parent’s Board of Directors from (A) taking and disclosing to its stockholders a position contemplated by Rule 14e-2(a) under the Exchange Act or complying with the provisions of Rule 14d-9 promulgated under the Exchange Act, or (B) making any disclosure to its stockholders the failure of which to disclose would result in a breach of Parent’s Board of Directors’ fiduciary duties to its stockholders under Delaware Law (each, a “Permitted Parent Action”Superior Proposal).;

Board Recommendation. Except (a) On the date of this Agreement, the Company Board will publicly make the Board Recommendation. Subject to Section 6.03(b) and Section 6.03(c), none of the extent expressly permitted by Section 5.3(d): Company Board nor any committee of the Company Board shall (i) withdraw, amend or modify, or publicly propose to withhold, withdraw, amend or modify, in any manner adverse to Parent or Merger Sub, the Board Recommendation, (ii) adopt or recommend, or publicly propose to adopt or recommend, an Acquisition Proposal or Superior Company Proposal, (iii) fail to recommend against acceptance of Directors any Third Party tender offer or exchange offer for the shares of Company Common Stock within ten (10) Business Days after commencement of such offer pursuant to Rule 14d-2 of the Company shall recommend that its stockholders vote in favor of adoption of this Agreement at Exchange Act, (iv) fail to publicly reaffirm the Company Stockholders’ Meeting (the “Company Board Recommendation”) and shall reaffirm (publicly, if so requested) the Company Board Recommendation within ten (10) calendar days Business Days after Parent so requests in writing (it being understood that the Company will have no obligation to make such recommendation be reaffirmed reaffirmation on more than two (provided2) separate occasions); (v) approve or recommend, or publicly propose to approve or recommend, or cause or permit the Company or any Company Subsidiary to execute or enter into any definitive acquisition agreement with respect to any Acquisition Proposal from any Person other than Parent and its Affiliates (an “Alternative Acquisition Agreement”) or any binding letter of intent, binding agreement in principle, binding memorandum of understanding, or other similar binding agreement, in each case which the Company has disclosed to the public via customary means of public disclosure (such as a Form 8-K or public press release), with respect to any Acquisition Proposal from any Person other than Parent and its Affiliates, (vi) fail to include the Board Recommendation in the Proxy Statement or (vii) provide a waiver or release of any standstill agreement entered into by Third Parties in favor of the Company that if a tender would otherwise prohibit such Third Parties from making an Acquisition Proposal without the consent of the Company (each of the foregoing actions described in clauses (i) through (vii) being referred to as an “Adverse Recommendation Change”), or exchange offer relating (viii) publicly propose to take any action described in the foregoing clauses (i) through (vii). (b) Notwithstanding anything in this Agreement to the contrary, at any time prior to the receipt of the Stockholder Approval, and subject to the Company’s securities or the Company Board’s, as applicable, compliance with this Section 6.03 and Section 6.02, if the Company Board determines in good faith (after consultation with the its outside legal counsel), that the failure to do so would reasonably be expected to be inconsistent with the fiduciary duties of the Company Board under Applicable Law, (A) the Company Board may make an Adverse Recommendation Change in response to either (1) a Superior Company Proposal received after the date of this Agreement or (2) a Company Intervening Event, and (B) in the case of an Adverse Recommendation Change in response to a Superior Company Proposal, the Company Board may cause the Company to terminate this Agreement pursuant to Section 8.01(h) and authorize the Company to enter into an Alternative Acquisition Agreement with the Person that has made such Superior Company Proposal with respect to the transaction contemplated thereby; provided, however that the Company and the Company Board shall have been commenced not make any Adverse Recommendation Change unless the Company has given Parent six (6) Business Days’ prior written notice (a “Company Notice”) of its intention to make such Adverse Recommendation Change, which notice discloses (A) in the case of an Adverse Recommendation Change in response to a Superior Company Proposal, the material terms and conditions of such Superior Company Proposal and the identity of the Third Party making such Superior Company Proposal, and is accompanied by a Person unaffiliated copy of the most current version of the Alternative Acquisition Agreement (if any) with respect to such Superior Company Proposal, and (B) in the case of an Adverse Recommendation Change in response to a Company Intervening Event, a reasonably detailed description of such Company Intervening Event; and provided further that during such six (6) Business Day period, (I) the Company shall make the Company Board and its Representatives reasonably available to negotiate with Parent (to the extent Parent desires to negotiate) with respect to any alternative acquisition proposal submitted in writing by Parent, and (II) the Board shall consider in good faith (after consultation with the Company’s outside financial and legal advisors) whether such Superior Company Proposal remains a Superior Company Proposal or such Company Intervening Event is continuing, in each case in light of any alternative acquisition proposal submitted in writing by Parent that is accompanied by a binding written commitment by Xxxxxx and Merger Sub to amend this Agreement to reflect the terms of such reaffirmation shall not be required less than alternative acquisition proposal. It is understood and agreed that (10x) business days after such tender or exchange offer has first been published, sent or given any change to the Company’s securityholders)financial terms (including the form, amount and timing of payment of consideration) or other material terms of an Acquisition Proposal that was previously the subject of a Company Notice, and (iiy) any material development in a Company Intervening Event that was previously the Board subject of Directors of Parent a Company Notice, shall recommend that its stockholders vote in favor of the approval of the Share Issuance at the Parent Stockholders’ Meeting (the “Parent Board Recommendation” and together with each case require the Company Board Recommendation, the “Board Recommendations”to deliver to Parent a new Company Notice and comply with its other obligations pursuant to this Section 6.03(b) and shall reaffirm (publicly, if so requested) the Parent Board Recommendation within ten (10) calendar days after the Company requests in writing that such recommendation be reaffirmed (provided, however, that if in such event, each reference in this Section 6.03(b) to “six (6) Business Days” shall be deemed a tender reference to “three (3) Business Days”). (c) Nothing contained in Section 6.02 or exchange offer relating to Parent’s securities shall have been commenced by a Person unaffiliated with Parent, such reaffirmation shall not be required less than (10) business days after such tender this Section 6.03 or exchange offer has first been published, sent or given to the Company’s securityholders), (iii) the Prospectus/Joint Proxy Statement shall include a statement to the effect that each of the Board of Directors of the Company and Parent has made such applicable Board Recommendation, and (iv) neither the Board of Directors of the Company nor the Board of Directors of Parent, nor any committee of either of them, shall withdraw, amend or modify, or propose or resolve to withdraw, amend or modify in a manner adverse to the other party, their respective Board Recommendations. Nothing elsewhere in this Agreement shall prohibit Parent’s Board of Directors the Company from (Ai) taking and disclosing to its stockholders a position contemplated by Rule 14d-9, Rule 14e-2(a) or Item 1012(a) of Regulation M-A promulgated under the Exchange Act with regard to an Acquisition Proposal, or complying (ii) making any disclosure to the Company’s stockholders if, in the good faith judgment of the Company Board, after consultation with outside legal counsel, the failure to do so would reasonably be expected to be inconsistent with the provisions fiduciary duties of the Company Board under Applicable Law or any disclosure requirements under Applicable Law, it being understood that (1) any such statement or disclosure made by the Company Board pursuant to this Section 6.03(c) must be subject to the terms and conditions of this Agreement and will not limit or otherwise adversely affect the obligations of the Company or the Company Board and the rights of Parent under this Section 6.03 and Article 8; and (2) nothing in the foregoing will be deemed to permit the Company or the Company Board to effect an Adverse Recommendation Change other than in accordance with Section 6.03(b). In addition, it is understood and agreed that, for purposes of this Agreement, a factually accurate public statement by the Company that describes the Company’s receipt of an Acquisition Proposal and the operation or applicability of this Agreement with respect thereto, or any “stop, look and listen” communication by the Company Board pursuant to Rule 14d-9 promulgated under 14d-9(f) of the Exchange Act, or (B) making any disclosure similar communication to the stockholders of the Company, shall not constitute an Adverse Recommendation Change or a proposal by the Company Board to withdraw or modify its stockholders recommendation of this Agreement, the failure of which Merger or the other Transactions, and shall not be a basis, in themselves, for Parent or Merger Sub to disclose would result in a breach of Parent’s Board of Directors’ fiduciary duties terminate this Agreement pursuant to its stockholders under Delaware Law (each, a “Permitted Parent Action”)Section 8.01.

Board Recommendation. Except to the extent expressly permitted by Section 5.3(d): (i) Subject to the Board provisions of Directors of this Section 7.1(c), (A) the Company Board shall (x) recommend that its the Company’s stockholders vote in favor of adoption of adopt this Agreement at in accordance with the Company Stockholders’ Meeting applicable provisions of Delaware Law (the “Company Board Recommendation”) and shall reaffirm (publicly, if so requestedy) include the Company Board Recommendation within ten in the Proxy Statement, and (10B) calendar days after Parent requests in writing that such recommendation be reaffirmed (provided, that if a tender or exchange offer relating to the Company’s securities shall have been commenced by a Person unaffiliated with the Company, such reaffirmation shall not be required less than (10) business days after such tender or exchange offer has first been published, sent or given to the Company’s securityholders), (ii) the Board of Directors of Parent shall recommend that its stockholders vote in favor of the approval of the Share Issuance at the Parent Stockholders’ Meeting (the “Parent Board Recommendation” and together with neither the Company Board Recommendation, the “Board Recommendations”) and shall reaffirm (publicly, if so requested) the Parent Board Recommendation within ten (10) calendar days after the Company requests in writing that such recommendation be reaffirmed (provided, that if a tender or exchange offer relating to Parent’s securities shall have been commenced by a Person unaffiliated with Parent, such reaffirmation shall not be required less than (10) business days after such tender or exchange offer has first been published, sent or given to the Company’s securityholders), (iii) the Prospectus/Joint Proxy Statement shall include a statement to the effect that each of the Board of Directors of the Company and Parent has made such applicable Board Recommendation, and (iv) neither the Board of Directors of the Company nor the Board of Directors of Parent, nor any committee of either of themthereof shall (1) fail to make, shall withdraw, amend or modify, or propose or resolve to withdraw, amend or modify the Company Board Recommendation in a manner that is materially adverse to Parent, or publicly propose to withhold, withdraw, amend or modify the Company Board Recommendation in a manner that is materially adverse to Parent, (2) approve, endorse, adopt or recommend, or publicly propose to approve, endorse, adopt or recommend, an Acquisition Proposal or Acquisition Transaction other partythan the Merger, their respective (3) enter into an Acquisition Agreement, or (4) refrain from recommending against (and reaffirming the Company Board Recommendations. Recommendation) any Acquisition Proposal or Acquisition Transaction that is a tender offer or exchange offer within 10 Business Days after the commencement thereof (the actions or inactions referred to in the preceding clauses (1) through (4) being referred to herein as a “Company Board Recommendation Change”). (ii) Notwithstanding anything to the contrary set forth in this Agreement, at any time prior to obtaining the Requisite Stockholder Approval the Company Board may (x) effect a Company Board Recommendation Change in respect of an Acquisition Transaction that the Company Board has determined is a Superior Proposal or (y) authorize the Company to terminate this Agreement pursuant to Section 9.1(f) to enter into an Acquisition Agreement with respect to such Superior Proposal, subject, in the case of the preceding clause (y), to the prior or concurrent payment of the Company Termination Fee, only if: (A) the Company Board has received a bona fide, unsolicited written Acquisition Proposal after the date of this Agreement that did not result from a breach (or deemed breach) of Section 6.1(a) or Section 6.2; (B) The Company Board (1) determines in good faith (after consultation with its financial advisor and its outside legal counsel) that such Acquisition Proposal is a Superior Proposal and (2) determines in good faith (after consultation with its outside legal counsel) that the failure to take such action would be inconsistent with its fiduciary duties under Applicable Law (which determinations and any public announcement thereof shall not constitute a Company Board Recommendation Change unless and until such party shall have failed at or prior to one Business Day following the end of the period referred to in (C) and, if applicable, (E), below (and upon the occurrence of such failure, such determination and such public announcement shall constitute a Company Board Recommendation Change) to publicly announce that it (x) was recommending that the Company’s stockholders adopt this Agreement and approve the transactions contemplated hereby and (y) has Table of Contents determined that such Acquisition Proposal is not a Superior Proposal and has publicly rejected such Acquisition Proposal (taking into account in (x) any modifications or adjustments made to this Agreement or the transactions contemplated hereby and agreed to by the parties hereto and in (y) any modifications or adjustments made to such Acquisition Proposal)); (C) prior to effecting such Company Board Recommendation Change or termination of this Agreement, the Company Board shall have given Parent at least four (4) Business Days’ notice of its intention to effect such action pursuant to this Section 7.1(c)(ii) (the “Notice Period”) (which notice shall include the most current version of the proposed definitive agreement and, to the extent not included therein, all material terms and conditions of such Superior Proposal and the identity of the Person making such Superior Proposal); (D) if requested by Parent, during the Notice Period, the Company shall have met and negotiated in good faith with Parent regarding modifications to the terms and conditions of this Agreement so that such Superior Proposal ceases to be a Superior Proposal; (E) prior to the end of the Notice Period, Parent shall not have made a counter-offer or proposal in writing and in a manner that, if accepted by the Company, would form a binding contract, that the Company Board determines (after consultation with its financial advisor and its outside legal counsel) is at least as favorable to the Company Stockholders as such Superior Proposal (it being understood that (x) any material revision to the terms of a Superior Proposal, including, any revision in price, shall require a new notice pursuant to clause (C) above, except such new Notice Period shall be three (3) Business Days, (y) the Notice Period shall be extended, if applicable, to the extent necessary to ensure that at least three (3) Business Days remain in the Notice Period subsequent to each time the Company notifies Parent of any such material revision and (z) there may be multiple extensions of the Notice Period); and (F) the Company Board determines (after consultation with its outside legal counsel and after considering any counter-offer or proposal made by Parent pursuant to clause (E) above), that, in light of such Superior Proposal, the failure to either (i) effect a Company Board Recommendation Change or (ii) terminate this Agreement and enter into the Acquisition Agreement with respect to such Superior Proposal would be inconsistent with its fiduciary duties. (iii) Notwithstanding anything to the contrary set forth in this Agreement, at any time prior to obtaining the Requisite Stockholder Approval, the Company may effect a Company Board Recommendation Change other than pursuant to Section 7.1(c)(ii), in response to an Intervening Event if the Company Board determines in good faith (after consultation with its outside legal counsel) that the failure to take such action would be inconsistent with its fiduciary duties under Applicable Law only if: (A) the Company has provided prior written notice to Parent at least four (4) Business Days in advance to the effect that the Company Board has (A) made a determination pursuant to this Section 7.1(c)(iii); and (B) resolved to effect a Company Board Recommendation Change pursuant to this Section 7.1(c)(iii), which notice will describe the Intervening Event in reasonable detail; and (B) prior to effecting such Company Board Recommendation Change, the Company and its Representatives, during such four (4) Business Day period, have if requested by Parent, negotiated in good faith with Parent and its Representatives regarding modifications to the terms and conditions of this Agreement so that the Company Board no longer determines in good faith that the failure to make a Company Board Recommendation Change in response to such Intervening Event would be inconsistent with its fiduciary duties pursuant to Applicable Law;. (iv) Nothing in this Agreement shall prohibit Parent’s the Company Board of Directors from (A) taking and disclosing to its stockholders the Company Stockholders a position contemplated by Rule 14e-2(a) under the Exchange Act or complying with the provisions of Rule 14d-9 promulgated under the Exchange Act, Act or (B) making any disclosure to its stockholders the Company Table of Contents Stockholders if the Company Board determines in good faith, after consultation with outside legal counsel, that the failure of which to disclose take such action would result in a breach of Parent’s Board of Directors’ fiduciary duties to its stockholders under Delaware be inconsistent with Applicable Law (eachincluding fiduciary duties); provided, however, that any statement(s) made by the Company Board pursuant to Rule 14e-2(a) under the Exchange Act or Rule 14d-9 under the Exchange Act shall be subject to the terms and conditions of this Agreement and any Company Board Recommendation Change may only be made in accordance with Section 7.1(c)(ii) or Section 7.1(c)(iii); provided, further, for the avoidance of doubt, that it shall not constitute a Company Board Recommendation Change for the Company Board to make a “stop, look and listen” communication pursuant to Rule 14d9-f or any similar communication. For the avoidance of doubt, a “Permitted Parent Action”)factually accurate public statement that describes the Company’s receipt of an Acquisition Proposal and the operation of this Agreement with respect thereto (in which the Company indicates that it has not changed the Company Board Recommendation) shall not, in and of itself, be deemed a Company Board Recommendation Change; it being understood that any disclosure contemplated by the foregoing relating to an Acquisition Proposal shall be deemed to be a Company Board Recommendation Change unless the Company Board reaffirms the Company Board Recommendation in such disclosure.

Board Recommendation. Except (a) Subject to Section 5.3(b) and Section 5.3(c), neither the extent expressly permitted by Section 5.3(d): Company Board of Directors nor any committee thereof shall (i) withdraw, qualify, modify, change or amend in any manner adverse to the Board of Directors of Transactions, Parent or Merger Sub, or publicly propose to withdraw, qualify, modify, change or amend in any manner adverse to the Transactions, Parent or Merger Sub, the Company shall recommend that its stockholders vote in favor of adoption of this Agreement at the Company Stockholders’ Meeting (the “Company Board Recommendation”) and shall reaffirm (publicly, if so requested) the Company Board Recommendation within ten (10) calendar days after Parent requests in writing that such recommendation be reaffirmed (provided, that if a tender or exchange offer relating to the Company’s securities shall have been commenced by a Person unaffiliated with the Company, such reaffirmation shall not be required less than (10) business days after such tender or exchange offer has first been published, sent or given to the Company’s securityholders), (ii) the Board of Directors of Parent shall adopt or recommend an Acquisition Proposal (it being understood that its stockholders vote in favor of the approval of the Share Issuance at the Parent Stockholders’ Meeting taking a neutral position or no position (the “Parent Board Recommendation” and together with the Company Board Recommendation, the “Board Recommendations”) and shall reaffirm (publicly, if so requested) the Parent Board Recommendation within ten (10) calendar days after the Company requests in writing that such recommendation be reaffirmed (provided, that if a tender or exchange offer relating to Parent’s securities shall have been commenced by a Person unaffiliated with Parent, such reaffirmation shall not be required less other than (10) business days after such tender or exchange offer has first been published, sent or given to the Company’s securityholders), (iii) the Prospectus/Joint Proxy Statement shall include a statement to the effect that each of the Board of Directors of the Company and Parent has made such applicable Board Recommendation, and (iv) neither the Board of Directors of the Company nor the Board of Directors of Parent, nor any committee of either of them, shall withdraw, amend or modify, or propose or resolve to withdraw, amend or modify in a manner adverse to the other party, their respective Board Recommendations. Nothing communication made in this Agreement shall prohibit Parent’s Board of Directors from (A) taking and disclosing to its stockholders a position contemplated by compliance with Rule 14e-2(a14d-9(f) under the Exchange Act or complying a similar “stop, look and listen” communication) with respect to any Acquisition Proposal shall be considered a violation of this clause (ii)), (iii) fail to make or reaffirm the Company Recommendation, (iv) approve or recommend, or publicly propose to approve or recommend, or cause or permit the Company or any Company Subsidiary to execute or enter into any agreement (other than an Acceptable Confidentiality Agreement pursuant to Section 5.2)), arrangement or understanding, including any letter of intent, memorandum of understanding, agreement in principle, merger agreement, acquisition agreement, option agreement, joint venture agreement, partnership agreement or other similar agreement with respect to an Acquisition Proposal (an “Alternative Acquisition Agreement”), or (v) resolve or publicly propose to take any action described in the foregoing clauses (i) through (iv) (each of the foregoing actions described in clauses (i) through (v) being referred to as a “Company Change in Recommendation”). (b) Notwithstanding anything in this Agreement to the contrary, including the foregoing Section 5.3(a), at any time prior to the Company Stockholder Approval (and subject to compliance with Section 6.9), the Company Board of Directors or any committee thereof may, if the Company Board of Directors or any committee thereof determines in good faith (after consultation with the provisions Company Financial Advisor or another financial advisor of nationally recognized reputation and outside legal counsel), that the failure to do so would be reasonably likely to be inconsistent with the directors’ fiduciary duties to the Company Stockholders under applicable Laws, (i) make a Company Change in Recommendation in response to either (x) a Superior Proposal received after the date hereof and that does not result from a material breach of Section 5.2 or (y) any fact, event, change, development or circumstances not known by the Company Board of Directors as of the date hereof and not relating to any Acquisition Proposal (such fact, event, change, development or circumstance, an “Intervening Event”) or (ii) cause the Company to terminate this Agreement pursuant to Section 8.1(d) in response to a Superior Proposal received after the date hereof; provided, however, that, in the case of a Superior Proposal, (A) no Company Change in Recommendation pursuant to this Section 5.3(b) may be made and (B) no termination of this Agreement pursuant to Section 8.1(d) may be made, in either case (1) until after the fifth (5th) business day following Parent’s receipt of written notice from the Company advising Parent that the Company Board of Directors or any committee thereof intends to make a Company Change in Recommendation or terminate this Agreement pursuant to Section 8.1(d) (a “Notice of Superior Proposal”) and specifying the reasons therefor, including, if applicable, the material terms and conditions of, and the identity of the Third Party making, such Superior Proposal, and a copy of any Alternative Acquisition Agreement and any other relevant transaction documents (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 Superior Proposal and an additional three (3) business day period and compliance with this Section 5.3(b) with respect to such new notice), (2) unless during such five (5) business day period (or any additional three (3) business day period), the Company shall, and shall cause its Representatives to, to the extent requested by Parent, negotiate with Parent in good faith to make such adjustments to the terms and conditions of this Agreement as would enable the Company Board of Directors or any committee thereof to proceed with making the Company Recommendation and not make such a Company Change in Recommendation or terminate this Agreement, and (3) unless, prior to the expiration of such five (5) business day period (or any additional three (3) business day period), Parent does not make a proposal to adjust the terms and conditions of this Agreement that the Company Board of Directors or any committee thereof determines in good faith (after consultation with the Company Financial Advisor or another financial advisor of nationally recognized reputation and outside legal counsel) to be at least as favorable as the Superior Proposal; provided further, however, that, in the case of an Intervening Event, no Company Change in Recommendation pursuant to this Section 5.3(b) may be made (A) until after the fifth (5th) business day following Parent’s receipt of written notice from the Company advising Parent that the Company Board of Directors or any committee thereof intends to take such action and specifying the facts underlying the Company Board of Directors’ (or any committee thereof) determination that an Intervening Event has occurred, and the reason for the Company Change in Recommendation, in reasonable detail, (B) unless during such five (5) business period, the Company shall, and shall cause its Representatives to, to the extent requested by Parent, negotiate with Parent in good faith to enable Parent to amend this Agreement in such a manner that obviates the need for a Company Change in Recommendation, and (C) unless, by the expiration of such five (5) business day period, the Company Board of Directors or any committee thereof determines in good faith, taking into consideration any amendments to this Agreement proposed by Parent (after consultation with the Company Financial Advisor or another financial advisor of nationally recognized reputation and outside legal counsel), that the failure to effect a Company Change in Recommendation would be inconsistent with the directors’ fiduciary duties to the Company Stockholders under applicable Laws. (c) Nothing contained in Section 5.2 or this Section 5.3 or elsewhere in this Agreement shall prohibit the Company from (i) taking and disclosing a position contemplated by Rule 14d-9 14d-9, Rule 14e-2(a) or Item 1012(a) of Regulation M-A promulgated under the Exchange Act, Act or (Bii) making any disclosure to its stockholders the Company Stockholders if, in the good faith judgment of the Company Board of Directors or any committee thereof, after consultation with outside legal counsel, the failure of which to disclose do so would result in a breach of Parent’s be inconsistent with the Company Board of Directors’ fiduciary duties to its stockholders the Company Stockholders under Delaware Law (eachapplicable Laws or any disclosure requirements under applicable Laws; provided, however, that any disclosure that constitutes a “Permitted Parent Action”)stop, look and listen communication or similar communication of the type contemplated by Section 14d-9(f) promulgated under the Exchange Act or similar communication to the Company Stockholders, shall not constitute a Company Change in Recommendation or an approval or recommendation with respect to any Acquisition Proposal.

Board Recommendation. Except to Neither the extent expressly permitted by Section 5.3(d): Company Board of Directors nor any committee thereof shall (i) withdraw, qualify, modify, change or amend in any manner adverse to the interests of Parent or Purchaser, the approval, adoption or recommendation by the Company Board of Directors or any committee thereof of the Company shall recommend that its stockholders vote in favor of adoption of Offer this Agreement at and the Company Stockholders’ Meeting Merger (the “Company Board Recommendation”), (ii) take a neutral position or make no recommendation with respect to an Acquisition Proposal that has been publicly disclosed or otherwise become known to any Person other than the Company, Parent, Purchaser and shall reaffirm their respective Representatives (publicly, if so requested“Public Disclosure”) at any time on or after the later of (A) the tenth (10th) business day following such Public Disclosure and (B) if a Notice of Acquisition Proposal has been delivered, the Recommendation Deadline, (iii) fail to reconfirm the Company Board Recommendation within ten or its approval or adoption of this Agreement, the Offer or the Merger by the later of (10A) calendar two (2) business days after Parent requests following Parent’s request to do so and (B) the expiration of the relevant period described in writing that such recommendation be reaffirmed clause (providedii)(A) or (ii)(B) above, that (iv) approve or recommend (or propose publicly to approve or recommend) any Acquisition Proposal, (v) if a tender offer or exchange offer relating that, if successful, would result in any Person or group becoming a beneficial owner of twenty-five percent (25%) or more of the outstanding Shares is commenced (other than by Parent or Purchaser), fail to recommend that the Company’s securities shall have been commenced by a Person unaffiliated with the Company, such reaffirmation shall shareholders not be required less than (10) business days after tender their Shares in such tender or exchange offer at any time on or after the later of (A) the tenth (10th) business day of the offer and (B) if a Notice of Acquisition Proposal has first been publisheddelivered, sent the Recommendation Deadline, (vi) permit the Company or given any Company Subsidiary to enter into (and the Company’s securityholdersCompany and the Company Subsidiaries shall not enter into) any agreement (other than a confidentiality agreement as contemplated by Section 5.2(b)), including any letter of intent, with respect to any Acquisition Proposal, or (vii) resolve or propose to take any action described in clauses (i) through (vi) (each of the foregoing actions described in clauses (i) through (vii) being referred to as a “Company Change in Recommendation”); provided, however, that nothing contained in this Agreement shall prohibit the Company from publicly announcing its receipt of an Acquisition Proposal or taking an action described in clauses (i) (other than a Specified Action), (ii), (iii), (v) the Board of Directors of Parent shall recommend that its stockholders vote in favor of the approval of the Share Issuance at the Parent Stockholders’ Meeting or (the “Parent Board Recommendation” and together with the Company Board Recommendation, the “Board Recommendations”vii) and shall reaffirm (publicly, if so requested) the Parent Board Recommendation within ten (10) calendar days after the Company requests in writing that such recommendation be reaffirmed (provided, that if a tender or exchange offer relating to Parent’s securities shall have been commenced by a Person unaffiliated with Parent, such reaffirmation shall not be required less than (10) business days after such tender or exchange offer has first been published, sent or given to the Company’s securityholdersextent clause (vii) relates to clause (i) (other than with respect to a Specified Action), (ii), (iii) or (v)) of the Prospectus/Joint Proxy Statement shall include definition of Company Change in Recommendation in response to an Acquisition Proposal following the delivery to Parent of a statement Notice of Acquisition Proposal and prior to the effect that each Recommendation Deadline (or, if later than such Recommendation Deadline, the expiration of any five (5) or two (2) day period following the Board Company’s delivery of Directors a Notice of the Company and Parent has made such applicable Board Recommendation, and (iv) neither the Board of Directors of the Company nor the Board of Directors of Parent, nor any committee of either of them, shall withdraw, amend or modify, or propose or resolve Superior Proposal referred to withdraw, amend or modify in a manner adverse to the other party, their respective Board RecommendationsSection 8.1(f))). Nothing in this Agreement shall be deemed to prohibit Parent’s the Company from making accurate disclosure of factual information regarding the business, financial condition or results of operations of the Company or the fact that an Acquisition Proposal has been made, the identity of the party making such proposal or the terms of such proposal to the extent such factual information is required to be disclosed under applicable law. Disclosure of the type described in the proviso to the second preceding sentence (during the time periods provided therein) and the immediately preceding sentence shall not be deemed a Company Change in Recommendation so long as the Company Board of Directors from (A) taking and disclosing to its stockholders does not take a position contemplated by Rule 14e-2(a) under the Exchange Act or complying with the provisions of Rule 14d-9 promulgated under the Exchange Act, or (B) making any disclosure to its stockholders the failure of which to disclose would result in a breach of Parent’s Board of Directors’ fiduciary duties to its stockholders under Delaware Law (each, a “Permitted Parent Specified Action”).

Board Recommendation. Except (a) Subject to the extent expressly permitted by terms of Section 5.3(d): 6.4(b), (i) the Company Board of Directors of the Company shall recommend that its stockholders vote in favor of adoption of the Company Stockholders adopt this Agreement at the Company Stockholders’ Stockholder Meeting in accordance with the applicable provisions of the DGCL (the “Company Board Recommendation”) and shall reaffirm (publicly, if so requested) the Company Board Recommendation within ten (10) calendar days after Parent requests in writing that such recommendation be reaffirmed (provided, that if a tender or exchange offer relating to the Company’s securities shall have been commenced by a Person unaffiliated with the Company, such reaffirmation shall not be required less than (10) business days after such tender or exchange offer has first been published, sent or given to the Company’s securityholders), and (ii) the Parent Board of Directors of Parent shall recommend that its stockholders vote the Parent Stockholders approve the issuance of shares of Parent Class A Common Stock in favor of the approval of the Share Issuance Merger at the Parent Stockholders’ Stockholder Meeting in accordance with the applicable rules of the NYSE (the “Parent Board Recommendation” and together with ”). (b) Subject to the terms of this Section 6.4(b), (x) neither the Company Board Recommendation(nor any committee thereof) shall withhold, withdraw, amend, modify, qualify or condition, or publicly propose to withhold, withdraw, amend, modify, qualify or condition the Company Board Recommendation or approve, endorse or recommend an Acquisition Proposal or Acquisition Transaction with respect to the Company (a “Company Board Recommendation Change”), and (y) neither the Parent Board nor any committee thereof shall withhold, withdraw, amend, modify, qualify or condition, or publicly propose to withhold, withdraw, amend, modify, qualify or condition, the Parent Board Recommendation or approve, endorse or recommend an Acquisition Proposal or Acquisition Transaction with respect to Parent (a “Parent Board RecommendationsRecommendation Change”); provided, however, that notwithstanding the foregoing, at any time prior to the receipt of the Requisite Company Stockholder Approval in the case of the Company, or receipt of the Requisite Parent Stockholder Approval in the case of Parent, (x) the Company Board may effect a Company Board Recommendation Change with respect to a Superior Proposal or Intervening Event with respect to the Company (and solely with respect to a Superior Proposal, the Company may terminate this Agreement pursuant to Section 9.1(h)) and shall reaffirm (publicly, if so requestedy) the Parent Board may effect a Parent Board Recommendation within ten Change with respect to a Superior Proposal or Intervening Event with respect to Parent (10and solely with respect to a Superior Proposal, Parent may terminate this Agreement pursuant to Section 9.1(i)), in either case if and only if either: (i) calendar days after (A) the Company requests in writing that party proposing to take such recommendation be reaffirmed (providedaction has received an unsolicited, that if a tender or exchange offer bona fide Acquisition Proposal relating to Parent’s securities such party that the board of directors of such party has determined in good faith (after consultation with its financial advisor of nationally recognized standing and its outside counsel) constitutes a Superior Proposal with respect to such party, (B) such Acquisition Proposal did not result from or arise out of a material breach or violation of any provisions of Section 6.1, Section 6.2, Section 6.3 or Section 6.4 by the party proposing to take such action, and the Person from whom such party received such Acquisition Proposal has not made any other Acquisition Proposals (either alone or together with one or more other Persons) to such party that resulted from or arose out of a material breach or violation of any provisions of Section 6.1, Section 6.2, Section 6.3 or Section 6.4 by the party proposing to take such action, (C) the party proposing to take such action has not materially breached or violated any of the provisions of Section 6.1, Section 6.2, Section 6.3 or Section 6.4, in respect of such Acquisition Proposal (and any other Acquisition Proposals made by the same Person making such Acquisition Proposal, whether alone or together with one or more other Persons), (D) prior to effecting such Company Board Recommendation Change or Parent Board Recommendation Change, as the case may be, the party proposing to take such action shall have been commenced given the other party hereto at least five (5) business days’ prior written notice of the intent to take such action (which notice shall not, by itself, constitute a Company Board Recommendation Change or a Parent Board Recommendation Change, as applicable), which notice shall attach such Superior Proposal, the definitive agreement with respect thereto and state expressly the identity of the Person unaffiliated with Parentmaking such Superior Proposal and a summary of all the material terms and conditions of such Superior Proposal in reasonable detail (the “Pre-Recommendation Change Notice”), and shall give such reaffirmation other party the opportunity to meet and discuss in good faith potential amendments or other modifications to the terms and conditions of this Agreement so that the Merger and other transactions contemplated by this Agreement may be effected, (E) the other party hereto shall not be required less than have made, within the foregoing five (105) business days after receipt of the Pre-Recommendation Change Notice, a counteroffer or proposal that the board of directors of the party proposing to take such tender action determines in good faith (after consultation with its financial advisor of nationally recognized standing and its outside legal counsel) is at least as favorable to its stockholders as such Superior Proposal, and (F) after such discussions, the board of directors of the party proposing to take such action determines in good faith (after consultation with its outside legal counsel and after considering in good faith any counteroffer or exchange offer has first been published, sent or given proposal made by the other party hereto pursuant to the Company’s securityholdersimmediately preceding clause (E)) that the failure to effect such Company Board Recommendation Change or a Parent Board Recommendation Change, as the case may be, would constitute a breach of its fiduciary duties under Delaware Law (it being agreed that every subsequent revision or modification to price or consideration of any other material revision or material modification to any such Superior Proposal shall require a new written notice thereof by the party proposing to take such action to the other party, as the case may be, pursuant to the preceding clause (D) and a new five (5) business day “matching” period under the preceding clauses (D) and (E) following the initial five (5) business day “matching” period); or (ii) in response to an Intervening Event that has occurred after the date of this Agreement, if: (A) the Intervening Event does not involve the receipt of any Acquisition Proposal or inquiry, proposal, offer, or transaction from any third party relating to or in connection with a transaction of the nature described in the definition of “Acquisition Transaction” (which, for the purposes of this clause (A), (iii) the Prospectus/Joint Proxy Statement shall include a statement be read without reference to the effect that each percentage thresholds set forth in the definition thereof); and (B) (1) prior to effecting the Company Board Recommendation Change or the Parent Board Recommendation Change, as the case may be, the party proposing to take such action shall have given the other party hereto at least five (5) business days’ notice of the intent to consider such action (which notice shall not, by itself, constitute a Company Board Recommendation Change or a Parent Board Recommendation Change) and the opportunity to meet and discuss in good faith the purported basis for the proposed Company Board Recommendation Change or the Parent Board Recommendation Change, as the case may be, the other party’s reaction thereto and potential amendments and modifications to the terms and conditions of Directors this Agreement in response thereto so that the Merger and other transactions contemplated by this Agreement may be effected, and (2) after such discussions, the board of directors of the party proposing to take such action determines in good faith (after consultation with outside legal counsel) that the failure to effect such Company Board Recommendation Change or Parent Board Recommendation Change, as the case may be, would constitute a breach of its fiduciary duties under Delaware Law. Each of the Company and Parent has acknowledge and hereby agree that any Company Board Recommendation Change or Parent Board Recommendation Change, as the case may be, effected (or proposed to be effected) in response to or in connection with any Acquisition Proposal or Acquisition Transaction may be made such applicable Board Recommendationsolely and exclusively pursuant to the immediately preceding clause (i) only, and may not be made pursuant to the immediately preceding clause (ivii), and any Company Board Recommendation Change or Parent Board Recommendation Change, as the case may be, may only be made pursuant to this Section 6.4(b) neither the Board and no other provisions of Directors this Agreement. Each of the Company nor the Board of Directors of and Parent, nor any committee of either of themas applicable, shall withdrawkeep confidential any counter-offers or proposals made by the other party to revise the terms of this Agreement, amend other than in the event of any amendment to this Agreement or modify, or propose or resolve to withdraw, amend or modify in a manner adverse to the other party, their respective Board Recommendations. extent required to be disclosed in any SEC Reports or under applicable Law or stock exchange listing requirement. (c) Nothing in this Agreement shall prohibit Parent’s the Company Board of Directors or the Parent Board from (A) taking and disclosing to its stockholders the Company Stockholders or the Parent Stockholders, respectively, a position contemplated by Rule 14e-2(a) under the Exchange Act or complying with the provisions of Rule 14d-9 promulgated under the Exchange Act or disclosing a “stop, look and listen” of the type contemplated by Rule 14d-9(f) of the Exchange Act; provided, however, that (i) neither the Company (with respect to statements made by the Company Board) nor Parent (with respect to statements made by the Parent Board) pursuant to Rule 14e-2(a) under the Exchange Act or Rule 14(d)-9 under the Exchange Act shall make disclosures that would amount to a Company Board Recommendation Change or a Parent Board Recommendation Change, other than pursuant to this Section 6.4(b), and (ii) any statements or disclosures regarding this Agreement, the Merger or any other transactions contemplated by this Agreement, or about any Acquisition Proposal (Bwhether or not a Superior Proposal) making any or Acquisition Transaction shall constitute a Company Board Recommendation Change or a Parent Board Recommendation Change, as the case may be, unless such statement or disclosure to its stockholders is accompanied by an express, unequivocal affirmation of the failure of which to disclose would result in a breach of Parent’s Company Board of Directors’ fiduciary duties to its stockholders under Delaware Law (eachRecommendation or the Parent Board Recommendation, a “Permitted Parent Action”)as applicable.

Board Recommendation. Except (a) Subject to Section 5.3(b), neither the extent expressly permitted by Section 5.3(d): Company Board of Directors nor any committee thereof shall (i) withdraw, qualify, modify or amend in any manner adverse to Parent or to Purchaser, the approval or recommendation by the Company Board of Directors or any committee thereof of the Company shall recommend that its stockholders vote in favor of adoption of Offers, this Agreement at or the Company Stockholders’ Meeting Merger (the “"Company Board Recommendation”") and shall reaffirm (publicly, if so requested) the Company Board Recommendation within ten (10) calendar days after Parent requests in writing that such recommendation be reaffirmed (provided, that if a tender or exchange offer relating to the Company’s securities shall have been commenced by a Person unaffiliated with the Company, such reaffirmation shall not be required less than (10) business days after such tender or exchange offer has first been published, sent or given to the Company’s securityholders), (ii) the Board of Directors of Parent shall approve or recommend that its stockholders vote in favor of the approval of the Share Issuance at the Parent Stockholders’ Meeting (the “Parent Board Recommendation” and together with any Acquisition Proposal or cause or permit the Company Board Recommendation, the “Board Recommendations”) and shall reaffirm to enter into any definitive agreement or letter of intent with respect to any Acquisition Proposal (publicly, if so requested) the Parent Board Recommendation within ten (10) calendar days after the Company requests in writing that such recommendation be reaffirmed (provided, that if a tender or exchange offer relating to Parent’s securities shall have been commenced by a Person unaffiliated with Parent, such reaffirmation shall not be required less than (10) business days after such tender or exchange offer has first been published, sent or given to the Company’s securityholders), (iii) the Prospectus/Joint Proxy Statement shall include a statement to the effect that each of the Board of Directors of the foregoing being referred to as a "Company and Parent has made such applicable Board Change in Recommendation"); provided, and (iv) neither the Board of Directors of the Company nor the Board of Directors of Parenthowever, nor any committee of either of them, shall withdraw, amend or modify, or propose or resolve to withdraw, amend or modify in a manner adverse to the other party, their respective Board Recommendations. Nothing that nothing contained in this Agreement shall prohibit Parent’s the Company from publicly disclosing a Superior Proposal or modifying the Company Recommendation to provide that the Company is unable to take a position with respect to the Offers, this Agreement and the Merger in response to a Superior Proposal following delivery to Parent of a Notice of Superior Proposal with respect to such Superior Proposal (and such public disclosure or modification shall not be deemed to be a "Company Change in Recommendation"). (b) Notwithstanding the provisions of Section 5.3(a), (i) if the Company Board of Directors from or the Special Committee determines in good faith (after consultation with outside counsel) that the failure to make a Company Change in Recommendation would be inconsistent with the fiduciary duties of the Company Board of Directors under applicable law or (ii) prior to acceptance for payment of Shares in the Offers, the Company Board of Directors in good faith determines to accept a Superior Proposal, in each case the Company Board of Directors may make a Company Change in Recommendation. If the Company Board of Directors or the Special Committee desires to make such a Company Change in Recommendation as a result of a Superior Proposal, such Company Change in Recommendation may only be made: (A) taking if the Company has delivered to Parent a written notice (a "Notice of Superior Proposal") that (x) advises Parent that the Company Board of Directors has received a Superior Proposal, (y) specifies the material terms and disclosing conditions of such Superior Proposal and (z) identifies the Person making such Superior Proposal and (B)(i) if Parent does not make, within the two full business day period following Parent's receipt of the Notice of Superior Proposal, an offer (a "Matching Bid") that the Company Board of Directors determines in good faith After Consultation to its be as favorable to the Company's stockholders as the Superior Proposal to which the Notice of Superior Proposal applies, (ii) if after Parent has made a position contemplated by Rule 14e-2(aMatching Bid within the two full business day period referenced in clause (B)(i), such Acquisition Proposal to which the Notice of Superior Proposal applied has been or is modified or amended, and the Company Board of Directors in good faith determines that the Acquisition Proposal, as so modified or amended, is a Superior Proposal, Parent does not make within the two business days following Parent's receipt of a Notice of Superior Proposal (as revised to reflect such Superior Proposal) under a Matching Bid that the Exchange Act or complying with Company Board of Directors determines in good faith After Consultation to be as favorable to the provisions Company's stockholders as the Superior Proposal to which the Notice of Rule 14d-9 promulgated under the Exchange Act, Superior Proposal applies or (Biii) if the Company Board of Directors has elected, following receipt of any initial Matching Bid from Parent, to establish a deadline (the "Final Deadline") for the submission of final proposals from both Parent and the Third Party making any disclosure such Superior Proposal (which Final Deadline shall be not less than three nor more than seven business days after notice of such deadline is delivered to its stockholders Parent (the failure of "Final Notice Deadline"), and which to disclose would result Final Notice Deadline shall in a breach no event be made no later than 24 hours following receipt by the Company of Parent’s 's initial Matching Bid) and following receipt of such final proposal Parent has not submitted a final proposal as of the Final Deadline that the Company Board of Directors’ fiduciary duties Directors determines in good faith After Consultation to be as favorable to the Company's stockholders as the final proposal submitted by such Third Party as of the Final Deadline. Notwithstanding the foregoing, the Company shall not be entitled to enter into any definitive agreement (or letter of intent) with respect to a Superior Proposal unless this Agreement has been or concurrently is terminated by its stockholders under Delaware Law (eachterms pursuant to Section 8.1(e) and the Company has paid or concurrently with such termination pays, a “Permitted by cashiers check, the Termination Fee due to Parent Action”pursuant to Section 8.2(b).

Board Recommendation. Except to the extent expressly permitted by Section 5.3(d): (i) Subject to the Board provisions of Directors of this Section 7.1(c), (A) the Company Board shall (x) recommend that its the Company’s stockholders vote in favor of adoption of adopt this Agreement at in accordance with the Company Stockholders’ Meeting applicable provisions of Delaware Law (the “Company Board Recommendation”) and (y) include the Company Board Recommendation in the Proxy Statement, and (B) neither the Company Board nor any committee thereof shall (1) fail to make, withdraw, amend, modify or qualify the Company Board Recommendation in a manner that is adverse to Parent, or publicly propose to withhold, withdraw, amend, modify or qualify the Company Board Recommendation in a manner that is adverse to Parent, (2) approve, endorse, adopt or recommend, or publicly propose to approve, endorse, adopt or recommend, an Acquisition Proposal or Acquisition Transaction other than the Merger, (3) fail to publicly reaffirm (publicly, if so requested) the Company Board Recommendation within ten three (103) calendar days Business Days after Parent so requests in writing that such recommendation be reaffirmed (provided, that if a tender or exchange offer relating to the Company’s securities shall have been commenced by a Person unaffiliated with the Company, such reaffirmation shall not be required less than (10) business days after such tender or exchange offer has first been published, sent or given to the Company’s securityholders)in good faith, (ii4) the Board of Directors of Parent shall recommend that its stockholders vote in favor of the approval of the Share Issuance at the Parent Stockholders’ Meeting (the “Parent Board Recommendation” and together with fail to include the Company Board Recommendation, Recommendation in the “Board Recommendations”Proxy Statement or (5) and shall reaffirm (publicly, if so requested) fail to publicly recommend against any Acquisition Proposal or Acquisition Transaction subject to Regulation 14D under the Parent Board Exchange Act in a Solicitation/Recommendation Statement on Schedule 14D-9 within ten (10) calendar days Business Days after the Company requests commencement of such Acquisition Proposal or Acquisition Transaction (the actions or inactions referred to in writing that such recommendation be reaffirmed the preceding clauses (provided, that if a tender or exchange offer relating to Parent’s securities shall have been commenced by a Person unaffiliated with Parent, such reaffirmation shall not be required less than (10) business days after such tender or exchange offer has first been published, sent or given to the Company’s securityholders1), (2), (3), (4) and (5) being referred to herein as a “Company Board Recommendation Change”). (ii) Notwithstanding anything to the contrary set forth in this Agreement, the Company Board may effect a Company Board Recommendation Change at any time prior to obtaining the Requisite Stockholder Approval in the event that: (A) the Company Board has received a bona fide written Acquisition Proposal after the date of this Agreement that was not solicited in violation of Section 6.2(b); (B) such Acquisition Proposal did not result from or arise out of a breach of any provisions of Section 6.2(a), and the Person from whom such party received such Acquisition Proposal has not made any other Acquisition Proposals (either alone or together with one or more other Persons) that resulted from or arose out of a breach of any provisions of Section 6.2(a); (C) the Company Board determines in good faith (after consultation with its financial advisor and its outside legal counsel) that such Acquisition Proposal is a Superior Proposal (which determination and any public announcement thereof shall not constitute a Company Board Recommendation Change); (D) prior to effecting such Company Board Recommendation Change, the Company Board shall have given Parent at least five (5) Business Days’ notice of its intention to effect a Company Board Recommendation Change pursuant to this Section 7.1(c)(ii) (the “Notice Period”) (which notice shall include the most current version of the proposed definitive agreement (which shall be marked to show changes to this Agreement) and, to the extent not included therein, all material terms and conditions of such Superior Proposal and the identity of the Person making such Superior Proposal); (E) if requested by Parent, during the Notice Period, the Company shall have met and negotiated in good faith with Parent regarding modifications to the terms and conditions of this Agreement so that such Superior Proposal ceases to be a Superior Proposal; (F) prior to the end of the Notice Period, Parent shall not have made a counter-offer or proposal in writing and in a manner that, if accepted by the Company, would form a binding contract, that the Company Board determines (after consultation with its financial advisor and its outside legal counsel) is at least as favorable to the Company Stockholders as such Superior Proposal (it being understood that (x) any material revision to the terms of a Superior Proposal, including, any revision in price, shall require a new notice pursuant to clause (C) above, (y) the Notice Period shall be extended, if applicable, to the extent necessary to ensure that at least three (3) Business Days remain in the Notice Period subsequent to the time the Company notifies Parent of any such material revision and (z) there may be multiple extensions of the Notice Period); and (G) the Company Board determines (after consultation with its outside legal counsel and after considering any counter-offer or proposal made by Parent pursuant to clause (E) above), that, in light of such Superior Proposal, the failure to effect a Company Board Recommendation Change would reasonably be expected to be inconsistent with its fiduciary duties. (iii) Notwithstanding anything to the Prospectus/Joint Proxy Statement contrary set forth in this Agreement, the Company Board may effect a Company Board Recommendation Change in response to an Intervening Event at any time prior to obtaining the Requisite Stockholder Approval in the event that the Company Board determines (after consultation with its outside legal counsel) that the failure to effect a Company Board Recommendation Change in response to such Intervening Event would reasonably be expected to be inconsistent with its fiduciary duties; provided that, prior to effecting a Company Board Recommendation Change pursuant to this Section 7.1(c)(iii), the Company Board shall have given Parent at least five (5) Business Days’ notice of its intention to effect a Company Board Recommendation Change pursuant to this Section 7.1(c)(iii) (which notice shall include a statement the reason (in reasonable detail) for such Company Board Recommendation Change) and, if requested by Parent, the Company shall have met and negotiated in good faith with Parent regarding modifications to the effect terms and conditions of this Agreement so that each of the Board of Directors of the Company and Parent has made Board no longer determines that the failure to make a Company Board Recommendation Change in response to such applicable Board Recommendation, and Intervening Event would be inconsistent with its fiduciary duties. (iv) neither the Board of Directors of the Company nor the Board of Directors of Parent, nor any committee of either of them, shall withdraw, amend or modify, or propose or resolve to withdraw, amend or modify in a manner adverse to the other party, their respective Board Recommendations. Nothing in this Agreement shall prohibit Parent’s the Company Board of Directors from (A) taking and disclosing to its stockholders the Company Stockholders a position contemplated by Rule 14e-2(a) under the Exchange Act or complying with the provisions of Rule 14d-9 promulgated under the Exchange ActAct or any other Applicable Law; provided, however, that any statement(s) made by the Company Board pursuant to Rule 14e-2(a) under the Exchange Act or (B) making any disclosure Rule 14d-9 under the Exchange Act shall be subject to its stockholders the failure terms and conditions of which this Agreement; provided, further, for avoidance of doubt, that it shall not constitute a Company Board Recommendation Change for the Company Board to disclose would result in a breach of Parent’s Board of Directors’ fiduciary duties to its stockholders under Delaware Law (each, make a “Permitted Parent Action”).stop, look and listen” communication pursuant to Rule 14d9-f.

Board Recommendation. Except (a) Subject to the extent expressly permitted by terms of Section 5.3(d): 5.5(c) hereof, the Company Board of Directors shall (i) recommend that the holders of the Shares accept the Offer, tender their Shares to Purchaser pursuant to the Offer and, if necessary under applicable law, adopt this Agreement in accordance with the applicable provisions of DGCL (the “Company Recommendation”), and (ii) include the Company Recommendation in the Schedule 14D-9 and permit Parent to include the Company Recommendation in the Offer Documents. (b) Subject to Section 5.5(c), neither the Company Board of Directors nor any committee thereof shall (i) withdraw, qualify, modify, change or amend in any manner adverse to Parent or Purchaser (including pursuant to the Schedule 14D-9 or any amendment thereto), the Company Recommendation or the approval by the Company Board of Directors of this Agreement and the transactions contemplated hereby, including the Offer and the Merger or (ii) approve or recommend, or propose publicly to approve or recommend, any Acquisition Proposal (any of the foregoing being referred to as a “Company Change in Recommendation”). (c) Notwithstanding anything to the contrary set forth in this Agreement, the Company Board of Directors may effect a Company Change in Recommendation at any time prior to the Appointment Time, if either: (i) (A) the Company Board of Directors has received an Acquisition Proposal (that has not been withdrawn) that constitutes a Superior Proposal and such Acquisition Proposal shall not have resulted from a breach or violation of the terms of Section 5.4(a), (B) the Company Board of Directors determines in good faith (After Consultation and after considering in good faith any counter-offer or proposal made by Parent during the three-day period contemplated by clause (D) below), that the failure to effect a Company Change in Recommendation in light of such Superior Proposal would be inconsistent with its fiduciary obligations to the Company’s stockholders under applicable law, (C) at least three (3) days prior to such Company Change in Recommendation, the Company shall have provided to Parent a written notice (a “Notice of Recommendation Change”) of its intention to make such Company Change in Recommendation (which notice shall not be deemed to be, in and of itself, a Company Change in Recommendation), specifying the material terms and conditions of such Superior Proposal, including a copy of such Superior Proposal and identifying the Person making such Superior Proposal (it being understood and agreed that any amendment to the financial terms or any other material terms of such Superior Proposal shall require the delivery of a new Notice of Recommendation Change and a new three-day period), (D) during the three-day period following Parent’s receipt of a Notice of Recommendation Change, the Company shall have given Parent the opportunity to meet with the Company and its Representatives, and at Parent’s request, shall have negotiated in good faith regarding the terms of possible revisions to the terms of this Agreement and (E) Parent shall not, within three (3) Business Days of Parent’s receipt of a Notice of Recommendation Change have made an offer that the Board of Directors of the Company determines in good faith, After Consultation to be at least as favorable to the Company’s stockholders as such Superior Proposal; or (ii) other than in connection with a Superior Proposal (it being understood and hereby agreed that the Company Board of Directors shall recommend that its stockholders vote not effect a Company Change of Recommendation in favor of adoption connection with a Superior Proposal other than pursuant to the immediately preceding clause (i) of this Agreement at the Company Stockholders’ Meeting Section 5.5(c)), (the “Company Board Recommendation”) and shall reaffirm (publicly, if so requestedA) the Company Board of Directors determines in good faith (After Consultation) that the failure to effect a Company Change in Recommendation within ten (10) calendar days after Parent requests in writing that such recommendation be reaffirmed (provided, that if would constitute a tender or exchange offer relating breach of its fiduciary obligations to the Company’s securities stockholders under applicable law, (B) at least three (3) days prior to such Company Change in Recommendation, the Company shall have been commenced by provided to Parent a Person unaffiliated with the Company, Notice of Recommendation Change of its intention to make such reaffirmation Company Change in Recommendation (which notice shall not be required less than (10) business days after such tender or exchange offer has first been publisheddeemed to be, sent or given to the Company’s securityholdersin and of itself a Company Change in Recommendation), specifying in sufficient detail reasonably satisfactory to Parent the circumstances for such proposed Company Change in Recommendation (iiit being understood and agreed that any change to such circumstances or any additional circumstances shall require the delivery of a new Notice of Recommendation Change and a new three-day period), and (C) during the Board three-day period following Parent’s receipt of Directors a Notice of Recommendation Change, the Company shall have given Parent shall recommend that its stockholders vote in favor of the approval of the Share Issuance at the Parent Stockholders’ Meeting (the “Parent Board Recommendation” and together opportunity to meet with the Company Board Recommendationand its Representatives, the “Board Recommendations”) and shall reaffirm (publicly, if so requested) the Parent Board Recommendation within ten (10) calendar days after the Company requests in writing that such recommendation be reaffirmed (provided, that if a tender or exchange offer relating to at Parent’s securities request, shall have been commenced by a Person unaffiliated with Parent, such reaffirmation shall not be required less than (10) business days after such tender or exchange offer has first been published, sent or given negotiated in good faith regarding the terms of possible revisions to the Company’s securityholders), (iii) the Prospectus/Joint Proxy Statement shall include a statement to the effect that each terms of the Board of Directors of the Company and Parent has made such applicable Board Recommendation, and (iv) neither the Board of Directors of the Company nor the Board of Directors of Parent, nor any committee of either of them, shall withdraw, amend or modify, or propose or resolve to withdraw, amend or modify in a manner adverse to the other party, their respective Board Recommendations. Nothing in this Agreement shall prohibit Parent’s Board of Directors from (A) taking and disclosing to its stockholders a position contemplated by Rule 14e-2(a) under the Exchange Act or complying with the provisions of Rule 14d-9 promulgated under the Exchange Act, or (B) making any disclosure to its stockholders the failure of which to disclose would result in a breach of Parent’s Board of Directors’ fiduciary duties to its stockholders under Delaware Law (each, a “Permitted Parent Action”)Agreement.

Board Recommendation. Except (A) Subject to the extent expressly permitted by terms of Section 5.3(d): 5.3(c) hereof, the Company Board shall (i) recommend that the Board of Directors holders of the Company Shares accept the Offer, tender their Shares to Purchaser pursuant to the Offer and, if required to consummate the Merger, adopt this Agreement and the Merger in accordance with the applicable provisions of DGCL (the "Company Recommendation"), and (ii) include the Company Recommendation in the Schedule 14D-9 and permit Parent to include the Company Recommendation in the Offer Documents. (B) Subject to Section 5.3(c), neither the Company Board nor any committee thereof shall recommend that its stockholders vote (i) withdraw, qualify, modify, change or amend in favor of adoption any manner adverse to the transactions contemplated by this Agreement, A-39 Parent or Purchaser (including pursuant to the Schedule 14D-9 or any amendment thereto), the Company Recommendation, the approval by the Company Board of this Agreement at and the transactions contemplated hereby, including the Offer and the Merger, or the approval by the Compensation Committee of the Company Stockholders’ Meeting Compensation Arrangements for purposes of satisfying the requirements of the non-exclusive safe-harbor in accordance with Rule 14d-10(d)(2) under the Exchange Act, (ii) fail to reconfirm the “Company Board Recommendation”Recommendation or its approval of this Agreement, the Offer, the Merger or any other transaction contemplated by this Agreement promptly, and in any event within two business days, following Parent's request to do so (A) and if Parent makes such request following the time at which an Acquisition Proposal made by a third party shall reaffirm have been publicly announced or shall otherwise have become public (publiclyprovided that Parent may not make such a request on more than one occasion with respect to any particular Acquisition Proposal unless, since any prior such request by Parent, the price or other material terms of such Acquisition Proposal have changed) or (B) if so requested) one or more members of the Company Board Recommendation within ten (10) calendar days after Parent requests in writing shall have taken any action publicly or that shall have become public that indicates that such recommendation be reaffirmed member or members of the Company Board do not unanimously support the Offer or the Merger), (providediii) approve or recommend (or propose publicly to approve or recommend) any Acquisition Proposal, that (iv) if a tender offer or exchange offer relating that, if successful, would result in any Person or "group" (as defined under Section 13(d) of the Exchange Act) becoming a beneficial owner of ten percent (10%) or more of the outstanding Company Shares is commenced (other than by Parent or Purchaser), fail to recommend that the Company’s securities shall have been commenced by a Person unaffiliated with the Company, such reaffirmation shall 's stockholders not be required less than (10) business days after tender their Shares in such tender or exchange offer within five business days following such commencement, (v) except in connection with a termination of this Agreement pursuant to Section 7.1(f), permit the Company or any Company Subsidiary to enter into any Contract (other than a confidentiality agreement as contemplated by Section 5.2(d)), including any letter of intent or understanding, with respect to any Acquisition Proposal, or (vi) except in connection with a termination of this Agreement pursuant to Section 7.1(f), resolve or propose to take any action described in clauses (i) through (v) (each of the foregoing actions described in clauses (i) through (vi) being referred to as a "Company Change in Recommendation"). (C) Notwithstanding anything to the contrary contained in this Agreement, the Company Board may effect a Company Change in Recommendation at any time (but in the case of a Company Change in Recommendation specified in clauses "(ii)," "(iii)," or "(v)" of such definition, only prior to the Acceptance Time), if and only if (i) the Company Board has first been publisheddetermined in good faith (After Consultation and after considering in good faith any counter-offer or proposal made by Parent pursuant to this Section 7.1(f)), sent or given that the Company Board is required to effect a Company Change in Recommendation in order to comply with its fiduciary duties to the Company’s securityholders)'s stockholders in accordance with applicable Legal Requirements, (ii) the Board of Directors of Parent shall recommend that its stockholders vote prior to effecting such Company Change in favor of the approval of the Share Issuance at the Parent Stockholders’ Meeting (the “Parent Board Recommendation” and together with the Company Board Recommendation, the “Board Recommendations”Company provides to Parent a written notice (a "Notice of Recommendation Change") and shall reaffirm at least three business days (publiclyor, if so requested) the Parent Board Recommendation within ten (10) calendar days Offer is scheduled to expire in a shorter period after the Company requests in writing that such recommendation be reaffirmed (date the Notice of Recommendation Change is provided, that if then such shorter period) prior to making such Company Change in Recommendation of its intention to make a tender or exchange offer relating to Parent’s securities shall have been commenced by a Person unaffiliated with ParentCompany Change in Recommendation. Notwithstanding the foregoing, such reaffirmation the Company shall not be required less enter into any Contract (other than (10) business days after such tender or exchange offer has first been published, sent or given to the Company’s securityholdersa confidentiality agreement as contemplated by Section 5.2(d)), (iii) the Prospectus/Joint Proxy Statement shall include with respect to a statement Superior Proposal unless this Agreement has been or concurrently is validly terminated by its terms pursuant to the effect that each of the Board of Directors of the Company Section 7.1 and Parent has made received, by wire transfer of immediately available funds, any amounts due to Parent pursuant to Section 7.3. (D) Without limiting any rights or remedies of Parent or Purchaser set forth in this Agreement that might exist as a consequence of any such applicable Board Recommendationaction, and (iv) neither the Board of Directors of the Company nor the Board of Directors of Parent, nor any committee of either of them, shall withdraw, amend or modify, or propose or resolve to withdraw, amend or modify in a manner adverse to the other party, their respective Board Recommendations. Nothing nothing in this Agreement shall prohibit Parent’s the Company Board of Directors from (Ai) taking and disclosing to its the Company's stockholders a position contemplated by Rule 14e-2(a14e- 2(a) promulgated under the Exchange Act or complying with the provisions of Rule 14d-9 promulgated under the Exchange Act, Act or (Bii) making any disclosure disclosures to the Company's stockholders that the Company Board determines in good faith After Consultation that the Company Board is required to make in order to comply with its stockholders the failure of which to disclose would result in a breach of Parent’s Board of Directors’ fiduciary duties to its the Company's stockholders under Delaware Law (each, a “Permitted Parent Action”)Law.

Board Recommendation. Except (a) Subject to Section 6.6(b), none of the extent expressly permitted by Section 5.3(d): Board of Directors of the Company, the Company Independent Committee nor any committee or subcommittee of either of the foregoing thereof shall (i) withdraw, qualify, modify or amend (or propose to withdraw, qualify, modify or amend) in any manner adverse to Parent, the Company Recommendation or take any action or make any statement, filing or release, in connection with the Company Shareholder Meeting or otherwise, inconsistent with the Company Recommendation (it being understood that if an Acquisition Proposal is received by the Company and Parent requests that the Board of Directors of the Company shall recommend that its stockholders vote in favor of adoption of this Agreement at and the Company Stockholders’ Meeting (the “Company Board Recommendation”) and shall Independent Committee reaffirm (publicly, if so requested) the Company Board Recommendation, a failure to so reaffirm the Company Recommendation within ten three (10) calendar days after Parent requests in writing that such recommendation be reaffirmed (provided, that if a tender or exchange offer relating to the Company’s securities shall have been commenced by a Person unaffiliated with the Company, such reaffirmation shall not be required less than (103) business days after such tender or exchange offer has first been published, sent or given to of Parent’s request shall be considered an adverse modification of the Company’s securityholdersCompany Recommendation), or (ii) approve or recommend (or propose publicly to approve or recommend) any Acquisition Proposal (each of the foregoing being referred to as a “Company Change in Recommendation”). (b) Notwithstanding the provisions of Section 6.6(a), if, prior to the Company Shareholder Meeting, the Board of Directors of Parent shall recommend the Company or the Company Independent Committee determines in good faith (after receiving the advice of a financial advisor of nationally recognized reputation and nationally recognized outside counsel) that its stockholders vote the failure to make a Company Change in favor of the approval of the Share Issuance at the Parent Stockholders’ Meeting (the “Parent Board Recommendation” and together Recommendation would be inconsistent with the Company Board Recommendation, the “Board Recommendations”) and shall reaffirm (publicly, if so requested) the Parent Board Recommendation within ten (10) calendar days after the Company requests in writing that such recommendation be reaffirmed (provided, that if a tender or exchange offer relating to Parent’s securities shall have been commenced by a Person unaffiliated with Parent, such reaffirmation shall not be required less than (10) business days after such tender or exchange offer has first been published, sent or given to the Company’s securityholders), (iii) the Prospectus/Joint Proxy Statement shall include a statement to the effect that each fiduciary duties of the Board of Directors of the Company and Parent has made such to the Company’s shareholders under applicable Board RecommendationLaw, and (iv) neither the Board of Directors of the Company nor and the Company Independent Committee may make a Company Change in Recommendation but, in each case, only (i) after the Company provides to Parent a written notice (a “Notice of Superior Proposal”) (x) advising Parent that the Board of Directors of Parentthe Company and the Company Independent Committee have received, nor and desire to accept, a Superior Proposal, (y) specifying the terms and conditions of such Superior Proposal, including the amount per share that the Company’s shareholders will receive per share of Company Common Stock (valuing any committee of either of them, shall withdraw, amend or modify, or propose or resolve to withdraw, amend or modify in a manner adverse to non-cash consideration at what the other party, their respective Board Recommendations. Nothing in this Agreement shall prohibit Parent’s Board of Directors from of the Company and the Company Independent Committee determine in good faith, after consultation with a financial advisor of nationally recognized reputation, to be the fair value of the non-cash consideration) and including a copy thereof with all accompanying documentation, and (Az) taking identifying the Person making such Superior Proposal, (ii) and disclosing after negotiating in good faith with Parent to its stockholders a position contemplated by Rule 14e-2(a) under make such adjustments in the Exchange Act or complying terms and conditions of this Agreement as would enable the Company to proceed with the provisions of Rule 14d-9 promulgated under Company Recommendation without a Company Change in Recommendation if and to the Exchange Actextent Parent elects to seek to make such adjustments; provided, however, that Parent shall not be obliged to propose or agree to any such adjustment, and (Biii) making any disclosure to its stockholders the failure of which to disclose would result in a breach if Parent does not, within five (5) calendar days of Parent’s receipt of the Notice of Superior Proposal, make an offer that the Board of Directors’ fiduciary duties Directors of the Company and the Company Independent Committee determine in good faith (based on the advice of a financial advisor of nationally recognized reputation) to be as favorable to the Company’s shareholders as such Superior Proposal. Notwithstanding the foregoing, the Company shall not be entitled to enter into any agreement (other than a confidentiality agreement as contemplated by Section 6.5(b)) with respect to a Superior Proposal unless this Agreement has been or concurrently is terminated by its stockholders under Delaware Law (each, a “Permitted terms pursuant to Section 8.1 and the Company has paid any amounts due to Parent Action”pursuant to Section 8.3(b).

Board Recommendation. Except (a) Subject to the extent expressly permitted by provisions of Section 5.3(d): 5.4(c), the Company Board of Directors shall (i) recommend that the holders of Shares accept the Offer, tender their Shares to Purchaser pursuant to the Offer and, if approval and adoption of this Agreement is required under the MBCA, approve and adopt this Agreement in accordance with the provisions of the MBCA (the “Company Recommendation”), and (ii) include the Company Recommendation in the Schedule 14D-9 and permit Parent and Purchaser to include the Company Recommendation in the Offer Documents. (b) Subject to the provisions of Section 5.4(c), neither the Company Board of Directors nor any committee thereof shall withhold, withdraw, qualify, modify or amend (or publicly propose or resolve to withhold, withdraw, qualify, modify or amend) in any manner adverse to Parent or Purchaser (including by virtue of disclosure in the Schedule 14D-9 or any amendment thereto) the Company Recommendation, the approval by the Company Board of Directors of this Agreement and the Transactions, including the Offer and the Merger, or the approval by the Compensation Committee of the Company shall recommend that its stockholders vote Compensation Arrangements as Employment Compensation Arrangements for purposes of satisfying the requirements of the non-exclusive safe-harbor in favor of adoption of accordance to Rule 14d-10(d)(2) promulgated under the Exchange Act (a “Company Change in Recommendation”). (c) Notwithstanding anything to the contrary set forth in this Agreement at Agreement, the Company Stockholders’ Meeting Board of Directors may effect a Company Change in Recommendation at any time prior to, but not after, the Acceptance Time: (the “Company Board Recommendation”i) and shall reaffirm If (publicly, if so requestedA) the Company Board Recommendation within ten of Directors has received an unsolicited bona fide written Acquisition Proposal (10that has not been withdrawn) calendar days that the Company Board of Directors (1) determines in good faith, after Parent requests in writing consultation with outside counsel, that such recommendation Acquisition Proposal constitutes a Superior Proposal and such Superior Proposal shall not have arisen in connection with a breach by the Company or any Company Subsidiary or any of their respective Representatives of the terms of Section 5.3(a), and (2) determines that such action is likely to be reaffirmed required in order for the directors to comply with their fiduciary duties under applicable law, and (B) the Company shall have provided to Parent a written notice (a “Notice of Recommendation Change”) of its intention to make such Company Change in Recommendation (which notice shall not be deemed to be, in and of itself, a Company Change in Recommendation), specifying all information required under Section 5.3(c); provided, however, that if no Company Change in Recommendation may be made until (x) after at least three business days following Parent’s receipt of the Notice of Recommendation Change and (y) after the Company has (and has caused its Representatives to have) negotiated in good faith with Parent and Purchaser to enable Parent and Purchaser to make a tender or exchange binding written offer relating that is at least as favorable to the Company’s securities shareholders as the “Superior Proposal” such that the Acquisition Proposal of the other party no longer is a “Superior Proposal.” In determining whether to make a Company Change in Recommendation in response to a Superior Proposal or otherwise, the Company Board of Directors shall have been commenced take into account, in addition to any other relevant information available to the Company Board of Directors, any changes to the terms of this Agreement proposed by Parent in any binding written offer and any other information provided by Parent in response to such notice. Any material amendment to any Acquisition Proposal will be deemed to be a Person unaffiliated new Acquisition Proposal for purposes of this Section 5.4, including with respect to the Companynotice period referred to in this Section 5.4(c), provided, that such reaffirmation notice period for such amendment shall be two business days from the time such amendment is provided to Parent. (ii) Under the circumstances contemplated by clause (iii) of Section 5.3(d). (d) Notwithstanding anything to the contrary set forth in this Agreement, the Company shall not be required less entitled to enter into any agreement (other than (10a confidentiality agreement as contemplated by Section 5.3(b) business days after such tender or exchange offer has first been published, sent or given to and other than an agreement with any of the Company’s securityholders), (iiRepresentatives in their capacity as such) the Board of Directors of Parent shall recommend that its stockholders vote in favor of the approval of the Share Issuance at the Parent Stockholders’ Meeting (the “Parent Board Recommendation” with respect to a Superior Proposal unless this Agreement has been or concurrently is being terminated pursuant to Section 8.1 and together with the Company Board Recommendation, the “Board Recommendations”) and shall reaffirm (publicly, if so requested) the Parent Board Recommendation within ten (10) calendar days after the Company requests have confirmed in writing that such recommendation be reaffirmed (provided, that if a tender or exchange offer relating its obligation to Parent’s securities shall have been commenced by a Person unaffiliated with Parent, such reaffirmation shall not be required less than (10) business days after such tender or exchange offer has first been published, sent or given to make the Company’s securityholders), (iii) the Prospectus/Joint Proxy Statement shall include a statement to the effect that each of the Board of Directors of the Company and Parent has made such applicable Board Recommendation, and (iv) neither the Board of Directors of the Company nor the Board of Directors of Parent, nor any committee of either of them, shall withdraw, amend or modify, or propose or resolve to withdraw, amend or modify in a manner adverse to the other party, their respective Board Recommendations. Nothing in this Agreement shall prohibit Parent’s Board of Directors from (A) taking and disclosing to its stockholders a position payment contemplated by Rule 14e-2(aSection 8.2(b) under within the Exchange Act or complying with the provisions of Rule 14d-9 promulgated under the Exchange Act, or (B) making any disclosure to its stockholders the failure of which to disclose would result in a breach of Parent’s Board of Directors’ fiduciary duties to its stockholders under Delaware Law (each, a “Permitted Parent Action”)time period contemplated thereby.

Board Recommendation. Except (a) On the date of this Agreement, the Company Board will publicly make the Board Recommendation. Subject to this Section 6.03, the extent expressly permitted by Section 5.3(d): Company Board (including any committee thereof) shall not (i) the Board of Directors of the Company shall recommend that its stockholders vote in favor of adoption of this Agreement at the Company Stockholders’ Meeting (the “Company Board Recommendation”) and shall reaffirm (publiclywithdraw, if so requested) the Company Board Recommendation within ten (10) calendar days after Parent requests in writing that such recommendation be reaffirmed (provided, that if a tender or exchange offer relating to the Company’s securities shall have been commenced by a Person unaffiliated with the Company, such reaffirmation shall not be required less than (10) business days after such tender or exchange offer has first been published, sent or given to the Company’s securityholders), (ii) the Board of Directors of Parent shall recommend that its stockholders vote in favor of the approval of the Share Issuance at the Parent Stockholders’ Meeting (the “Parent Board Recommendation” and together with the Company Board Recommendation, the “Board Recommendations”) and shall reaffirm (publicly, if so requested) the Parent Board Recommendation within ten (10) calendar days after the Company requests in writing that such recommendation be reaffirmed (provided, that if a tender or exchange offer relating to Parent’s securities shall have been commenced by a Person unaffiliated with Parent, such reaffirmation shall not be required less than (10) business days after such tender or exchange offer has first been published, sent or given to the Company’s securityholders), (iii) the Prospectus/Joint Proxy Statement shall include a statement to the effect that each of the Board of Directors of the Company and Parent has made such applicable Board Recommendation, and (iv) neither the Board of Directors of the Company nor the Board of Directors of Parent, nor any committee of either of them, shall withdrawqualify, amend or modify, or publicly propose or resolve to withdraw, qualify, amend or modify modify, in a each case in any manner adverse to Parent or Merger Sub, the Board Recommendation, (ii) adopt or recommend, or publicly propose to adopt or recommend, an Acquisition Proposal or Superior Proposal, (iii) if the Company has received an Acquisition Proposal that has become broadly publicly disseminated and remains outstanding (and is not a tender offer or exchange offer addressed in clause (iv) of this sentence) and such Acquisition Proposal has not been publicly rejected by the Company, fail to publicly confirm the continued existence of the Board Recommendation within five (5) Business Days after receipt of a written request from Parent to do so, (iv) fail to recommend against acceptance of any Third Party tender offer or exchange offer for the shares of Company Common Stock within ten (10) Business Days after commencement of such offer, (v) approve or recommend, or publicly propose to approve or recommend, or cause or permit the Company or any Subsidiary of the Company to execute or enter into any definitive acquisition agreement with respect to any Acquisition Proposal from any Person other partythan Parent and its Affiliates (an “Alternative Acquisition Agreement”), their respective (vi) fail to include the Board RecommendationsRecommendation in the Proxy Statement (each of the foregoing actions described in clauses (i) through (vi) being referred to as an “Adverse Recommendation Change”), or (vii) publicly propose to take any action described in the foregoing clauses (i) through (vi). (b) Notwithstanding anything in this Agreement to the contrary, at any time prior to the Stockholder Approval, and subject to the Company’s or the Company Board’s, as applicable, compliance with this Section 6.03 and Section 6.02, if the Company Board determines in good faith (after consultation with the Company’s outside legal counsel), that the failure to do so would reasonably be expected to be inconsistent with the fiduciary duties of the Company Board under Delaware law, (i) the Company Board may make an Adverse Recommendation Change in response to either (A) a Superior Proposal received after the date of this Agreement or (B) any material fact, event, change, development or circumstances that is positive with respect to the Company and its Subsidiaries taken as a whole (other than any such fact, event, change, development or circumstance primarily resulting from the breach of this Agreement by the Company or its Representatives) occurring after the date of this Agreement that was not known (or if known, the material consequences of which were unknown or reasonably unforeseeable) by the Company Board prior to or as of the date of this Agreement, which fact, event, change, development or circumstances (or consequences thereof) becomes known to the Company Board prior to the Stockholder Approval (such material fact, event, change, development or circumstance (or consequence thereof), an “Intervening Event”; provided, however, that in no event shall any of the following, alone or in combination, constitute an Intervening Event: (1) an Acquisition Proposal; (2) changes in the trading price or trading volume of the Company Common Stock, in and of itself (it being understood that the facts or occurrences giving rise or contributing to such changes may be taken into account to the extent otherwise permitted by the definition of “Intervening Event”); or (3) meeting or exceeding any published analyst estimates or expectations of the Company’s revenue, earnings or other financial performance or results of operation for any period, in and of itself, or exceeding the Company’s internal or external budgets, plans or forecasts of its revenues, earnings or other financial performance or results of operations, in and of itself (it being understood that the facts or occurrences giving rise or contributing to the Company meeting or exceeding such estimates, expectations, budgets, plans or forecasts may be taken into account to the extent otherwise permitted by the definition of “Intervening Event”), and (ii) in the case of an Adverse Recommendation Change in response to a Superior Proposal, the Company Board may cause the Company to terminate this Agreement pursuant to Section 8.01(h) and authorize the Company to enter into a binding written Agreement with the Person that has made such Superior Proposal with respect to the transaction contemplated thereby; provided, however that the Company and the Company Board shall not make any Adverse Recommendation Change unless the Company has given Parent at least four (4) Business Days’ prior written notice (a “Company Notice”) of its intention to make such Adverse Recommendation Change, which notice (which notice itself shall not constitute an Adverse Recommendation Change) discloses (A) in the case of an Adverse Recommendation Change in response to a Superior Proposal, the material terms and conditions of such Superior Proposal and the identity of the Third Party making such Superior Proposal, and is accompanied by an unredacted copy of the most current version of the Alternative Acquisition Agreement (if any) with respect to such Superior Proposal and an unredacted copy of any other agreement proposed by such Third Party to be entered between such Third Party and the Company or any of its Affiliates (including for this purposes any Supporting Stockholder) in connection with the Acquisition Proposal that the Company Board determined was material to its determination that the Acquisition Proposal constitutes a Superior Proposal (unless the Company is prohibited from disclosing the identity of such Third Party or any of the foregoing pursuant to a Contract with such Third Party existing as of the date of this Agreement, in which case only the identity of such Third Party and any information that would reasonably permit the identification of such Third Party may be redacted), and (B) in the case of an Adverse Recommendation Change in response to an Intervening Event, a reasonably detailed description of such Intervening Event; provided, further, that during such four (4) Business Day period, (1) the Company shall make the Company Board and its Representatives reasonably available to negotiate in good faith with Parent (to the extent Parent confirms it desires to negotiate) with respect to any amendment or modification to this Agreement or any other Transaction Document submitted in writing by Parent, and (2) the Company Board shall consider in good faith (after consultation with the Company’s outside financial advisor and outside legal counsel) whether such Superior Proposal remains a Superior Proposal or such Company Intervening Event is continuing, in each case in light of any alternative Acquisition Proposal submitted in writing by Parent that is accompanied by a binding written commitment by Xxxxxx and Xxxxxx Sub to amend this Agreement to reflect the terms of such alternative Acquisition Proposal. It is understood and agreed that (w) any material change during such four (4) Business Day period to an Acquisition Proposal that was previously the subject of a Company Notice, (x) any material change after such four (4) Business Day period to an Acquisition Proposal that is adverse from the standpoint of the Company that was previously the subject of a Company Notice, (y) any material development during such four (4) Business Day Period with respect to an Intervening Event that was previously the subject of a Company Notice, and (z) any material development after such four (4) Business Day period with respect to an Intervening Event that is adverse from the standpoint of the Company that was previously the subject of a Company Notice shall, in each case, require the Company to deliver to Parent a new Company Notice; provided that the four (4) Business Day period referenced in the above provisions of this Section 6.03(b) shall be reduced to two (2) Business Days in the case of the preceding clause (x) if such change primarily relates to the economic terms (and no other material terms) of such Acquisition Proposal. (c) Nothing contained in Section 6.02 or Section 6.03 or elsewhere in this Agreement shall prohibit Parent’s Board of Directors the Company from (Ai) taking and disclosing to its stockholders a position contemplated by Rule 14d-9, Rule 14e-2(a) or Item 1012(a) of Regulation M-A promulgated under the Exchange Act with regard to an Acquisition Proposal, or (ii) making any disclosure to the Company’s stockholders if, in the good faith judgment of the Company Board, after consultation with the Company’s outside legal counsel, the failure to do so would reasonably be expected to be inconsistent with the fiduciary duties of the Company Board under Delaware law or any disclosure requirements under Applicable Law. In addition, it is understood and agreed that, for purposes of this Agreement, a factually accurate public statement by the Company that describes the Company’s receipt of an Acquisition Proposal and the operation or applicability of this Agreement with respect thereto, or any “stop, look and listen” communication by the Company Board pursuant to Rule 14d-9(f) of the Exchange Act, or any similar communication to the stockholders of the Company, shall not constitute an Adverse Recommendation Change or a proposal by the Company Board to withhold, withdraw, qualify, amend or modify its recommendation of this Agreement, the Merger or the other Transactions, and shall not be a basis, in themselves, for Parent or Merger Sub to terminate this Agreement pursuant to Section 8.01. Notwithstanding anything in this Section 6.03, public disclosure of a position contemplated by Rule 14d-9 or Rule 14e-2(a) under the Exchange Act or complying with shall be deemed to be an Adverse Recommendation Change if it otherwise meets the provisions requirements set forth in clauses (i) through (v) of Rule 14d-9 promulgated under the Exchange Act, or (B) making any disclosure to its stockholders the failure of which to disclose would result in a breach of Parent’s Board of Directors’ fiduciary duties to its stockholders under Delaware Law (each, a “Permitted Parent Action”Section 6.03(a).

Board Recommendation. Except (1) Notwithstanding anything else in this Agreement to the extent contrary, from the date of this Agreement until the earlier to occur of the termination of this Agreement and the fulfillment or waiver of all the terms and conditions contained in Article IX (other than those conditions which, by their nature, are to be satisfied on the Closing Date), except as expressly permitted by this Section 5.3(d): 7.24(d), neither the board of directors of the Holding Company nor any committee thereof shall (i) the (A) change, qualify, withhold, withdraw or modify, or authorize or resolve to or publicly propose or announce its intention to change, qualify, withhold, withdraw or modify, in each case in any manner adverse to Buyer or Holding Company Board of Directors Recommendation, or fail to include Holding Company Board Recommendation in any materials it submits to its shareholders with respect to their approval of the Transactions and other matters contemplated by this Agreement, (B) adopt, approve, endorse or recommend to the shareholders of the Holding Company, or resolve to or publicly propose or announce its intention to adopt, approve, endorse or recommend to the shareholders of the Holding Company, an Acquisition Proposal, (C) reserved, (D) fail to recommend, in any document submitted to the Holding Company shall recommend shareholders, or (E) propose or agree to any of the foregoing (any action described in this clause (i) being referred to as a “Holding Company Adverse Recommendation Change”), or (ii) cause or direct the Holding Company, Seller or any of their Affiliates to enter into any letter of intent, memorandum of understanding, contract, agreement (including an acquisition or purchase agreement, merger agreement, option agreement, expense reimbursement agreement, joint venture agreement or other similar agreement), legally binding commitment or agreement in principle with respect to, or that its stockholders vote would reasonably be expected to lead to, any Acquisition Proposal (other than an Acceptable Confidentiality Agreement entered into in favor accordance with Section 7.24(b)) (a “Holding Company Acquisition Agreement”) or publicly propose or agree to do any of adoption the foregoing. (2) Notwithstanding anything to the contrary set forth in this Agreement, prior to the fulfillment or waiver of all the terms and conditions contained in Article IX (other than those conditions which, by their nature, are to be satisfied on the Closing Date), in response to an Acquisition Proposal received by the Holding Company after the date of this Agreement that did not result from or involve a breach of Section 7.24(a), the board of directors of the Holding Company, may (i) make a Holding Company Adverse Recommendation Change, or (ii) cause the Holding Company to terminate this Agreement in accordance with and pursuant to Section 10.01(d) in order to cause the Holding Company to enter into a definitive agreement with respect to an Acquisition Proposal, if and only if the Holding Company board of directors has determined in good faith, after consultation with its financial advisor and outside legal counsel and after taking into account any revisions to the terms of this Agreement that may be offered in writing by Parent in accordance with this Section 7.24(d), (A) that such Acquisition Proposal constitutes a Superior Proposal and (B) that the failure to make a Holding Company Adverse Recommendation Change or cause the Seller to validly terminate this Agreement in accordance with Section 10.01(d) would reasonably be expected to conflict with the fiduciary duties of the Holding Company board of directors under applicable Law, provided, that prior to making such Holding Company Adverse Recommendation Change or terminating this Agreement in accordance with Section 10.01(d), (1) the Holding Company shall have given Buyer at least four (4) Business Days’ prior written notice of its intention to take such action, including its reasonable basis for such decision and the material terms and conditions of, and the identity of the Person making any such Superior Proposal and contemporaneously provided to Buyer a copy of the Superior Proposal, a copy of any proposed Holding Company Stockholders’ Meeting Acquisition Agreement and all related documentation, including with respect to financing arrangements, (2) during such four (4) Business Day period following the “date on which such notice is received, the Holding Company Board Recommendation”) shall and shall reaffirm (publiclycause its Representatives to, if so requestedrequested by Xxxxx, negotiate with Buyer in good faith to make such adjustments to the terms and conditions of this Agreement as Buyer may propose, (3) upon the end of such notice period (or such subsequent notice period as contemplated by clause (4)), the Holding Company Board Recommendation within ten (10) calendar days after Parent requests board of directors shall have considered in good faith any revisions to the terms of this Agreement proposed in writing by Xxxxx and capable of being accepted by the Holding Company, and shall have determined, after consultation with its financial advisors and outside legal counsel, that the Superior Proposal would nevertheless continue to constitute a Superior Proposal, and (4) in the event of any change to any of the financial terms or any other material terms of such recommendation be reaffirmed Superior Proposal, the Holding Company shall, in each case, have delivered to Buyer an additional notice consistent with that described in clause (1) above of this proviso and a new notice period under clause (1) of this proviso shall commence (provided, that if a tender or exchange offer relating the notice period thereunder shall only be three (3) Business Days during which time the Holding Company shall be required to the Company’s securities shall have been commenced by a Person unaffiliated comply with the Companyrequirements of this Section 7.24(d)) anew with respect to such additional notice, such reaffirmation shall not be required less than including clauses (101) business days after such tender or exchange offer has first been published, sent or given to the Company’s securityholders), through (ii4) the Board above of Directors of Parent shall recommend that its stockholders vote in favor of the approval of the Share Issuance at the Parent Stockholders’ Meeting (the “Parent Board Recommendation” and together with the Company Board Recommendation, the “Board Recommendations”) and shall reaffirm (publicly, if so requested) the Parent Board Recommendation within ten (10) calendar days after the Company requests in writing that such recommendation be reaffirmed (provided, that if a tender or exchange offer relating to Parent’s securities shall have been commenced by a Person unaffiliated with Parent, such reaffirmation shall not be required less than (10) business days after such tender or exchange offer has first been published, sent or given to the Company’s securityholders), (iii) the Prospectus/Joint Proxy Statement shall include a statement to the effect that each of the Board of Directors of the Company and Parent has made such applicable Board Recommendation, and (iv) neither the Board of Directors of the Company nor the Board of Directors of Parent, nor any committee of either of them, shall withdraw, amend or modify, or propose or resolve to withdraw, amend or modify in a manner adverse to the other party, their respective Board Recommendations. Nothing in this Agreement shall prohibit Parent’s Board of Directors from (A) taking and disclosing to its stockholders a position contemplated by Rule 14e-2(a) under the Exchange Act or complying with the provisions of Rule 14d-9 promulgated under the Exchange Act, or (B) making any disclosure to its stockholders the failure of which to disclose would result in a breach of Parent’s Board of Directors’ fiduciary duties to its stockholders under Delaware Law (each, a “Permitted Parent Action”)proviso.

Board Recommendation. Except to the extent expressly permitted by Section 5.3(d): (i) the Board of Directors of the Company shall recommend that its stockholders vote in favor of adoption of this Agreement at the Company Stockholders’ Meeting (the “Company Board Recommendation”) and shall reaffirm (publicly, if so requested) Neither the Company Board Recommendation within ten nor any committee thereof shall (10A) calendar days after Parent requests in writing that such recommendation be reaffirmed (provided, that if a tender fail to make or exchange offer relating to affirm the Company’s securities shall have been commenced by a Person unaffiliated with the Company, such reaffirmation shall not be required less than (10) business days after such tender or exchange offer has first been published, sent or given to the Company’s securityholders), (ii) the Board of Directors of Parent shall recommend that its stockholders vote in favor of the approval of the Share Issuance at the Parent Stockholders’ Meeting (the “Parent Board Recommendation” and together with the Company Board Recommendation, the “Board Recommendations”(B) and shall reaffirm (publicly, if so requested) the Parent Board Recommendation within ten (10) calendar days after the Company requests in writing that such recommendation be reaffirmed (provided, that if a tender or exchange offer relating to Parent’s securities shall have been commenced by a Person unaffiliated with Parent, such reaffirmation shall not be required less than (10) business days after such tender or exchange offer has first been published, sent or given to the Company’s securityholders), (iii) the Prospectus/Joint Proxy Statement shall include a statement to the effect that each of the Board of Directors of the Company and Parent has made such applicable Board Recommendation, and (iv) neither the Board of Directors of the Company nor the Board of Directors of Parent, nor any committee of either of them, shall withdraw, amend or modify, or propose or resolve to withdraw, amend qualify or modify in a manner adverse to Parent or Merger Sub, or publicly propose to withdraw, qualify or modify in a manner adverse to Parent or Merger Sub, the other partyBoard Recommendation (it being understood that, their respective Board Recommendations. Nothing subject to Section 8.3(d), publicly taking a neutral position or no position with respect to any Acquisition Proposal shall be considered an adverse modification), or (C) resolve, approve, recommend or otherwise declare advisable, or publicly propose to approve or recommend, an Acquisition Proposal or fail to recommend against any Acquisition Proposal (any of the actions described in the foregoing clauses (A), (B) and (C), a “Change of Recommendation”). (ii) Notwithstanding anything to the contrary contained in this Agreement shall prohibit Parent’s Agreement, the Company Board may, at any time prior to the Acceptance Date, make a Change of Directors from Recommendation if (A) the Company promptly notifies Parent and Merger Sub, in writing at least three Business Days hours before taking that action, of its intention to do so in response to the receipt by the Company of an Acquisition Proposal, attaching the most current version of any proposed agreement and disclosing to a detailed summary of the material terms of any such proposal and the identity of the offeror, including the reasons therefor, (B) the Company Board, in the exercise of its stockholders fiduciary duties consistent with Legal Requirements, determines in good faith, after consultation with outside legal counsel and a position contemplated by Rule 14e-2(anationally recognized financial advisor that (1) under the Exchange Act or complying with the provisions of Rule 14d-9 promulgated under the Exchange ActAcquisition Proposal constitutes a Superior Proposal, or (B2) making any disclosure that failure to take such action would constitute a violation of its stockholders the failure of which to disclose would result in a breach of Parent’s Board of Directors’ fiduciary duties under applicable Legal Requirements, and (C) Parent or Merger Sub does not make, within three Business Days of notification by the Company to its Parent and Merger Sub regarding the Company’s intention to make a Change of Recommendation, an offer that is at least as favorable to the stockholders under Delaware Law of the Company, as determined by the Company Board in good faith (eachafter consultation with a nationally recognized financial advisor), as such Superior Proposal (it being understood that the Company shall not take any action described in Section 8.3(c)(ii) during such three-Business Day period, and that any amendment to the economic terms or other material terms of such Superior Proposal shall require a “Permitted Parent Action”new written notification from the Company and an additional three Business Day period).

Board Recommendation. Except (a) For the sake of clarity, notwithstanding Section 6.03(a) or Section 6.03(b), but subject to Section 6.04(b), Section 6.04(c) and Section 6.04(d), following the extent expressly permitted by Section 5.3(d): (i) the Board of Directors date hereof, none of the Company shall recommend that its stockholders vote in favor of adoption of this Agreement at the Company Stockholders’ Meeting (the “Company Board Recommendation”) and shall reaffirm (publicly, if so requested) the Company Board Recommendation within ten (10) calendar days after Parent requests in writing that such recommendation be reaffirmed (provided, that if a tender or exchange offer relating to the Company’s securities shall have been commenced by a Person unaffiliated with the Company, such reaffirmation shall not be required less than (10) business days after such tender or exchange offer has first been published, sent or given to the Company’s securityholders), (ii) the Board of Directors of Parent shall recommend that its stockholders vote in favor of the approval of the Share Issuance at the Parent Stockholders’ Meeting (the “Parent Board Recommendation” and together with the Company Board Recommendation, the “Board Recommendations”) and shall reaffirm (publicly, if so requested) the Parent Board Recommendation within ten (10) calendar days after the Company requests in writing that such recommendation be reaffirmed (provided, that if a tender or exchange offer relating to Parent’s securities shall have been commenced by a Person unaffiliated with Parent, such reaffirmation shall not be required less than (10) business days after such tender or exchange offer has first been published, sent or given to the Company’s securityholders), (iii) the Prospectus/Joint Proxy Statement shall include a statement to the effect that each of the Board of Directors of the Company and Parent has made such applicable Board Recommendation, and (iv) neither the Board of Directors of the Company nor the Board of Directors of Parent, nor any committee of either the Company Board (including the Special Committee), the Company or any of themits Subsidiaries shall, nor shall the Company or any of its Subsidiaries permit any of their respective Representatives to (x) (i) change, qualify, fail to make, withdraw, amend or modify, authorize or resolve or publicly announce its intention to change, qualify, fail to make, withdraw, amend or modify, or publicly propose or resolve to withhold, withdraw, amend or modify modify, in a any manner reasonably expected to be adverse to the other party, their respective Board Recommendations. Nothing in this Agreement shall prohibit Parent’s Board of Directors from (A) taking and disclosing to its stockholders a position transactions contemplated by Rule 14e-2(athis Agreement, Parent or Merger Sub, the Board Recommendation, (ii) under the Exchange Act adopt, approve, endorse or complying recommend, or resolve to or publicly propose or announce its intention to adopt, approve, endorse or recommend, an Acquisition Proposal or Superior Proposal or take any action or make any statement inconsistent with the provisions Board Recommendation, (iii) fail to recommend against acceptance of any Third Party tender offer or exchange offer for the shares of Company Common Stock within ten Business Days after commencement of such offer by filing a Schedule 14D-9 pursuant to Rule 14e-2 and Rule 14d-9 promulgated under the Exchange Act, (iv) adopt, approve, endorse or recommend, or resolve to or publicly propose or announce its intention to adopt, approve, endorse or recommend, any Alternative Acquisition Agreement, (v) fail to include the Board Recommendation in the Proxy Statement in accordance with Section 6.05, (vi) fail to publicly reaffirm the Board Recommendation within five Business Days (or, if earlier, at least two Business Days prior to the Stockholders’ Meeting) of Parent’s written request to do so following the public announcement of any Acquisition Proposal or the date any material modification thereto is first published or sent or given to the shareholders of the Company; provided, however, that Parent may deliver only three such requests with respect to any particular Acquisition Proposal unless such Acquisition Proposal is subsequently publicly modified in any material respect, in which case Parent may make such request once each time such material modification is made or (vii) publicly propose or agree to any of the foregoing (each of the foregoing actions described in clauses (i) through (vii) being referred to as an “Adverse Recommendation Change”), or (y) cause or permit the Company or any Subsidiary of the Company to execute or enter into any Alternative Acquisition Agreement, except, in the case of this clause (y), an Acceptable Confidentiality Agreement or otherwise in compliance with Section 6.04(b) and Section 6.04(d). (b) Notwithstanding anything in this Agreement to the contrary, at any time prior to the Stockholder Approval, and subject to the Company’s or the Company Board’s or any committee thereof (including the Special Committee), as applicable, compliance with this Section 6.04 and Section 6.03, the Company Board may, if the Company Board (acting on the recommendation of the Special Committee) or the Special Committee determines in good faith (after consultation with its financial advisors and outside legal counsel), that the failure to do so would reasonably be expected to be inconsistent with its fiduciary duties under Applicable Law, but only after complying with Section 6.04(d), (1) if (A) the Company has received a written Acquisition Proposal that the Company Board (acting on the recommendation of the Special Committee) or the Special Committee has concluded in good faith (after consultation with its financial advisors and outside legal counsel) is a Superior Proposal or (B) the Company Board (acting on the recommendation of the Special Committee) or the Special Committee has concluded in good faith (after consultation with its financial advisors and outside legal counsel) is an Intervening Event, make an Adverse Recommendation Change with respect to such Superior Proposal or Intervening Event, as applicable, or (2) in the case of clause (i) of this sentence only, terminate this Agreement pursuant to and in accordance with Section 8.01(i) in order to substantially simultaneously enter into a written definitive agreement for such Superior Proposal, in response to (i) a bona fide offer, inquiry, proposal or indication of interest with respect to a written Acquisition Proposal that did not result from a breach (other than a de minimis breach) of Section 6.03 or Section 6.04 and that the Company Board (acting on the recommendation of the Special Committee) or the Special Committee determines in good faith (after consultation with its financial advisors and outside legal counsel) constitutes a Superior Proposal or (ii) any fact, event, change, development or circumstances not known (or reasonably foreseeable) by the Company Board or the Special Committee as of the date hereof, which fact, event, change, development or circumstances materially improves the business, assets, operations or prospects of the Company and its Subsidiaries, taken as a whole, becomes known to the Company Board or any committee thereof (including the Special Committee) after the date hereof and prior to the Stockholder Approval, and does not relate to (w) an Acquisition Proposal (or any matter relating thereto or consequence thereof), (x) any event, fact, circumstance, development or occurrence relating to Parent, Merger Sub or any of their respective Affiliates, (y) changes in the market price or trading volume of the Company Common Shares in and of themselves or (z) the fact, in and of itself, that the Company meets, exceeds, or fails to meet in any quantifiable respect, any internal or analyst’s projections, guidance, budgets, expectations, forecasts or estimates for any period (such material fact, event, change, development or circumstance, an “Intervening Event”). (c) Nothing contained in Section 6.03 or Section 6.04 shall prohibit the Company from (i) disclosing a position contemplated by Rule l4d-9, Rule 14e-2(a) or Item 1012(a) of Regulation M-A promulgated under the Exchange Act with regard to an Acquisition Proposal, or (ii) making any disclosure to its the Company’s stockholders if, in the good faith judgment of the Company Board or a committee thereof (including the Special Committee), after consultation with outside legal counsel, the failure of which to disclose do so would result in a breach of Parent’s Board of Directors’ reasonably be expected to be inconsistent with its fiduciary duties under Applicable Law or violate any disclosure requirements under Applicable Law; provided that, in each case, neither the Company nor the Company Board or a committee thereof (including the Special Committee) may make an Adverse Recommendation Change unless permitted by Section 6.04(b). In addition, it is understood and agreed that, for purposes of this Agreement, (A) a factually accurate public statement by the Company that describes the Company’s receipt of an Acquisition Proposal and the operation of this Agreement with respect thereto, (B) any “stop, look and listen” communication by the Company Board or a committee thereof (including the Special Committee) pursuant to Rule l4d-9(f) of the Exchange Act, or (C) any substantially similar communication to the stockholders of the Company, shall not, in and of itself, constitute an Adverse Recommendation Change or a proposal by the Company Board or a committee thereof (including the Special Committee) to withdraw or modify its stockholders under Delaware Law recommendation of this Agreement, the Merger or the other transactions contemplated by this Agreement. (eachd) Notwithstanding anything to the contrary contained in this Agreement, a neither the Company Board, any committee thereof (including the Special Committee) nor the Company shall be entitled to make an Adverse Recommendation Change pursuant to Section 6.04(b) or take any actions contemplated by clause (2) of Section 6.04(b) unless: (i) the Company shall have provided to Parent prior written notice at least four Business Days in advance (the “Permitted Parent ActionMatch Right Period” and such notice, the “Match Right Notice”), advising Parent that the Company intends to take such action (and specifying, in reasonable detail, the reasons for such action and the material terms and conditions or attaching an unredacted (subject to Section 6.03(e)(ii)) copy of all proposed agreements and other documents and information contemplated by Section 6.03(e) of any such Superior Proposal, if applicable (for the avoidance of doubt, whether such proposal has been received before or after the No-Shop Period Start), or details of such Intervening Event, as the case may be); (ii) during such Match Right Period, if requested by Parent, the Company and its Representatives shall have engaged in good faith negotiations with Parent regarding any modifications to the terms and conditions of this Agreement proposed by Parent in order to cause such Acquisition Proposal to no longer constitute a Superior Proposal or so that an Adverse Recommendation Change otherwise would no longer be necessary, as the case may be (including, in the event of any Acquisition Proposals that are not solely for cash consideration, sharing the value ascribed to any equity consideration by the Company Board or any committee thereof (including the Special Committee)); and (iii) the Company Board or any committee thereof (including the Special Committee) shall have considered any modifications to this Agreement and any other agreements that may be proposed in writing by Parent during the Match Right Period and upon the conclusion of the Match Right Period shall have determined in good faith, after consultation with its financial advisors and outside legal counsel, that, after giving effect to such modifications proposed by Parent, such Superior Proposal still constitutes a Superior Proposal (if applicable) and the failure to make the Adverse Recommendation Change would still reasonably be expected to be inconsistent with the fiduciary duties of the Company Board or any committee thereof (including the Special Committee) under Applicable Law. It is understood and agreed that (x) any change to the financial terms (including the form, amount and timing of payment of consideration) or other material terms of such Superior Proposal that was previously the subject of a Match Right Notice and (y) any material development in an Intervening Event that was previously the subject of a Match Right Notice shall in each case require the Company to deliver to Parent a new Match Right Notice (provided, however, that in such event, each reference in this Section 6.04(d) to the Match Right Period shall be deemed to be a three Business Day period), during which time, the Company shall be required to comply with the requirements of this Section 6.04(d) anew with respect to such additional notice, including clauses (i) through (iii) above.

Board Recommendation. Except to the extent expressly permitted by Section 5.3(d): (i) Subject to the Board of Directors of the Company shall recommend that its stockholders vote in favor of adoption provisions of this Agreement at the Company Stockholders’ Meeting Section 7.1(c), (the “Company Board Recommendation”) and shall reaffirm (publicly, if so requestedA) the Company Board will (x) make the Company Board Recommendation within ten and (10y) calendar days include the Company Board Recommendation in the Proxy Statement, and (B) neither the Company Board nor any committee thereof will (1) publicly propose to withhold, withdraw, amend, modify or qualify the Company Board Recommendation in a manner that is adverse to Parent, or (2) approve, endorse, adopt or recommend, or publicly propose to approve, endorse, adopt or recommend, an Acquisition Proposal or Acquisition Transaction, (the actions or inactions referred to in the preceding clauses (1) and (2) being referred to herein as a “Company Board Recommendation Change”). (ii) Notwithstanding anything to the contrary set forth in this Agreement, at any time prior to obtaining the Requisite Stockholder Approval, the Company Board may effect a Company Board Recommendation Change, provided that it simultaneously terminates this Agreement, in the event that: (A) the Company has received a written Acquisition Proposal from a Third Party after the date of this Agreement that was not solicited in violation of Section 6.1(a); (B) the Company Board has determined in good faith (after consultation with its financial advisor and its outside legal counsel) that such Acquisition Proposal is a Superior Proposal (which determination and any public announcement thereof will not constitute a Company Board Recommendation Change; provided, however, that the Company shall not announce such determination until such time as it makes a Company Board Recommendation Change); (C) prior to effecting such Company Board Recommendation Change, the Company will have given Parent requests at least five (5) Business Days’ notice of the Company Board’s intention to effect a Company Board Recommendation Change pursuant to this Section 7.1(c)(ii) (such five (5) Business Day period, the “Change of Recommendation Notice Period”), which notice will include the most current version of the proposed definitive agreement and, to the extent not included therein, all other material terms and conditions of such Superior Proposal; (D) if requested by Parent, in writing that such recommendation be reaffirmed (provided, that if a tender or exchange offer relating prior to the Company’s securities shall end of the Change of Recommendation Notice Period, during the Change of Recommendation Notice Period, the Company will have been commenced met and negotiated in good faith with Parent regarding modifications to the terms and conditions of this Agreement; (E) prior to the end of the Change of Recommendation Notice Period, if Parent will not have made a counter-offer or proposal in writing and in a manner that, if accepted by a Person unaffiliated with the Company, such reaffirmation shall not be required less than (10) business days after such tender or exchange offer has first been publishedwould form a binding contract, sent or given to the Company’s securityholders), (ii) the Board of Directors of Parent shall recommend that its stockholders vote in favor of the approval of the Share Issuance at the Parent Stockholders’ Meeting (the “Parent Board Recommendation” and together with the Company Board Recommendationdetermines (after consultation with its financial advisor and its outside legal counsel) is at least as favorable to stockholders of the Company as such Superior Proposal, it being understood that (x) any material revision to the terms of a Superior Proposal, including any revision in price, will require a new notice pursuant to clause (C) above, (y) the Change of Recommendation Notice Period will be extended, if applicable, to the extent necessary to ensure that at least three (3) Business Days remain in the Change of Recommendation Notice Period subsequent to the time the Company notifies Parent of any such material revision and (z) there may be multiple, but not more than two (2), extensions of the Change of Recommendation Notice Period; and (F) the Company Board has determined (after consultation with its outside legal counsel and after considering any counter-offer or proposal made by Parent pursuant to clause (E) above), that, in light of such Superior Proposal, the “Board Recommendations”) and shall reaffirm (publicly, if so requested) the Parent failure to effect a Company Board Recommendation within ten (10) calendar days after Change would reasonably be expected to be inconsistent with its fiduciary duties to the Company requests in writing that such recommendation be reaffirmed (provided, that if a tender or exchange offer relating to Parent’s securities shall have been commenced by a Person unaffiliated with Parent, such reaffirmation shall not be required less than (10) business days after such tender or exchange offer has first been published, sent or given to the Company’s securityholders), and its stockholders under Applicable Law. (iii) the Prospectus/Joint Proxy Statement shall include a statement to the effect that each of the Board of Directors of the Company and Parent has made such applicable Board Recommendation, and (iv) neither the Board of Directors of the Company nor the Board of Directors of Parent, nor any committee of either of them, shall withdraw, amend or modify, or propose or resolve to withdraw, amend or modify in a manner adverse to the other party, their respective Board Recommendations. Nothing in this Agreement shall will prohibit Parent’s the Company Board of Directors from (A) taking and disclosing to its stockholders of the Company a position contemplated by Rule 14e-2(a) under the Exchange Act or complying with the provisions of Rule 14d-9 promulgated under the Exchange Act or any other Applicable Law; provided, however, that any statement(s) made by the Company Board pursuant to Rule 14e-2(a) under the Exchange Act or Rule 14d-9 under the Exchange Act will be subject to the terms and conditions of this Agreement; provided, further, for avoidance of doubt, that it will not constitute a Company Board Recommendation Change for the Company Board to make a “stop, look and listen” communication pursuant to Rule 14d-9(f) under the Exchange Act, or (B) making any disclosure to its stockholders the failure of which to disclose would result in a breach of Parent’s Board of Directors’ fiduciary duties to its stockholders under Delaware Law (each, a “Permitted Parent Action”).

Board Recommendation. Except (a) Subject to Section 5.4(b), neither the Company Board of Directors nor any committee thereof shall withdraw, qualify, modify, change or amend in any manner adverse to Parent or Purchaser (including pursuant to the extent expressly permitted Schedule 14D-9 or any amendment thereto), the Company Recommendation or the approval by Section 5.3(d): the Company Board of Directors of this Agreement and the transactions contemplated hereby, including the Offer and the Merger or make a public statement that is inconsistent with the Company Recommendation and adverse to Parent or Purchaser (a “Company Change in Recommendation”). (b) Notwithstanding anything to the contrary set forth in this Agreement, the Company Board of Directors may effect a Company Change in Recommendation at any time prior to the Appointment Time, if: (A) (i) the Company Board of Directors determines in good faith (After Consultation) that the failure to effect a Company Change in Recommendation would be inconsistent with its fiduciary obligations to the Company’s stockholders under applicable law or (ii) the Company Board of Directors has received an unsolicited Acquisition Proposal after the date hereof (that has not been withdrawn) that constitutes a Superior Proposal and the Company Board of Directors determines in good faith (After Consultation and after considering in good faith any counter-offer or proposal made by Parent during the four Business-Day period contemplated by clause (C) below), that the failure to effect a Company Change in Recommendation in light of such Superior Proposal would be inconsistent with its fiduciary obligations to the Company’s stockholders under applicable law; (B) at least four (4) Business Days prior to such Company Change in Recommendation, the Company shall have provided to Parent a written notice (a “Notice of Recommendation Change”) of its intention to make such Company Change in Recommendation (which notice shall not be deemed to be, in and of itself, a Company Change in Recommendation), which shall provide the reasons therefor, including the material terms and conditions of any Superior Proposal (it being understood that any material change to such terms and conditions of a Superior Proposal shall start a new four (4) Business Day period); (C) during the four Business-Day period following Parent’s receipt of a Notice of Recommendation Change, the Company shall have given Parent the opportunity to meet with the Company and its Representatives, and at Parent’s request, shall have negotiated in good faith regarding the terms of possible revisions to the terms of this Agreement in such a manner that the Acquisition Proposal which was determined to constitute a Superior Proposal no longer is a Superior Proposal; and (D) Parent shall not, within four (4) Business Days of Parent’s receipt of a Notice of Recommendation Change have made an offer that the Board of Directors of the Company shall recommend determines in good faith, After Consultation, would cause the Acquisition Proposal to cease to constitute a Superior Proposal or that its stockholders vote would cause such Company Change in favor of adoption of this Agreement at the Company Stockholders’ Meeting (the “Company Board Recommendation”) and shall reaffirm (publicly, if so requested) the Company Board Recommendation within ten (10) calendar days after Parent requests in writing that such recommendation be reaffirmed (provided, that if a tender or exchange offer relating to the Company’s securities shall have been commenced by a Person unaffiliated with the Company, such reaffirmation shall not be required less than (10) business days after such tender or exchange offer has first been published, sent or given cease to the Company’s securityholders), (ii) the Board of Directors of Parent shall recommend that its stockholders vote in favor of the approval of the Share Issuance at the Parent Stockholders’ Meeting (the “Parent Board Recommendation” and together with the Company Board Recommendation, the “Board Recommendations”) and shall reaffirm (publicly, if so requested) the Parent Board Recommendation within ten (10) calendar days after the Company requests in writing that such recommendation be reaffirmed (provided, that if a tender or exchange offer relating to Parent’s securities shall have been commenced by a Person unaffiliated with Parent, such reaffirmation shall not be required less than (10) business days after such tender or exchange offer has first been published, sent or given to the Company’s securityholders), (iii) the Prospectus/Joint Proxy Statement shall include a statement to the effect that each of the Board of Directors of the Company and Parent has made such applicable Board Recommendation, and (iv) neither the Board of Directors of the Company nor the Board of Directors of Parent, nor any committee of either of them, shall withdraw, amend or modify, or propose or resolve to withdraw, amend or modify in a manner adverse to the other party, their respective Board Recommendations. Nothing in this Agreement shall prohibit Parent’s Board of Directors from (A) taking and disclosing to its stockholders a position contemplated by Rule 14e-2(a) under the Exchange Act or complying with the provisions of Rule 14d-9 promulgated under the Exchange Act, or (B) making any disclosure to its stockholders the failure of which to disclose would result in a breach of Parent’s Board of Directors’ fiduciary duties to its stockholders under Delaware Law (each, a “Permitted Parent Action”)exist.

Board Recommendation. Except (a) Subject to the extent expressly permitted by Section 5.3(d): (i6.03(b) the Board of Directors and Section 6.03(c), none of the Company shall recommend that its stockholders vote in favor of adoption of this Agreement at the Company Stockholders’ Meeting (the “Company Board Recommendation”) and shall reaffirm (publicly, if so requested) the Company Board Recommendation within ten (10) calendar days after Parent requests in writing that such recommendation be reaffirmed (provided, that if a tender or exchange offer relating to the Company’s securities shall have been commenced by a Person unaffiliated with the Company, such reaffirmation shall not be required less than (10) business days after such tender or exchange offer has first been published, sent or given to the Company’s securityholders), (ii) the Board of Directors of Parent shall recommend that its stockholders vote in favor of the approval of the Share Issuance at the Parent Stockholders’ Meeting (the “Parent Board Recommendation” and together with the Company Board Recommendation, the “Board Recommendations”) and shall reaffirm (publicly, if so requested) the Parent Board Recommendation within ten (10) calendar days after the Company requests in writing that such recommendation be reaffirmed (provided, that if a tender or exchange offer relating to Parent’s securities shall have been commenced by a Person unaffiliated with Parent, such reaffirmation shall not be required less than (10) business days after such tender or exchange offer has first been published, sent or given to the Company’s securityholders), (iii) the Prospectus/Joint Proxy Statement shall include a statement to the effect that each of the Board of Directors of the Company and Parent has made such applicable Board Recommendation, and (iv) neither the Board of Directors of the Company nor the Board of Directors of Parent, nor any committee of either of themthe Company Board shall (i) fail to make, shall withdraw, amend or modify, or publicly propose or resolve to withhold, withdraw, amend or modify modify, in a any manner adverse to the other party, their respective Board Recommendations. Nothing in this Agreement shall prohibit Parent’s Board of Directors from (A) taking and disclosing to its stockholders a position transactions contemplated by this Agreement, Parent or Merger Sub, the Board Recommendation, (ii) adopt or recommend, or publicly propose to adopt or recommend, an Acquisition Proposal or Superior Proposal, (iii) fail to recommend against acceptance of any Third Party tender offer or exchange offer for the shares of Company Common Stock within ten (10) Business Days after commencement of such offer by filing a Schedule 14D-9 pursuant to Rule 14e-2(a) under the Exchange Act or complying with the provisions of 14e-2 and Rule 14d-9 promulgated under the Exchange Act, (iv) approve or recommend, or publicly propose to approve or recommend, or cause or permit the Company or any Subsidiary of the Company to execute or enter into any Alternative Acquisition Agreement, (v) fail to include the Board Recommendation in the Proxy Statement or (Bvi) fail to publicly reaffirm the Board Recommendation within ten (10) Business Days of Parent’s written request to do so following the public announcement of any Acquisition Proposal (or, if earlier, at least two (2) Business Days prior to the Stockholders’ Meeting); provided, however, that Parent may deliver only one (1) such request with respect to any particular Acquisition Proposal unless such Acquisition Proposal is subsequently publicly modified in any material respect, in which case Parent may make such request once each time such modification is made (each of the foregoing actions described in clauses (i) through (vi) being referred to as an “Adverse Recommendation Change”), or (vii) resolve or publicly propose to take any action described in the foregoing clauses (i) through (vi). (b) Notwithstanding anything in this Agreement to the contrary, at any time prior to the Stockholder Approval, and subject to the Company’s or the Company Board’s, 54 (c) Nothing contained in Section 6.02 or this Section 6.03 or elsewhere in this Agreement shall prohibit the Company from (i) taking and disclosing a position contemplated by Rule l4d-9, Rule 14e-2(a) or Item 1012(a) of Regulation M-A promulgated under the Exchange Act with regard to an Acquisition Proposal, or (ii) making any disclosure to its the Company’s stockholders if, in the good faith judgment of the Company Board, after consultation with outside legal counsel, the failure of which to disclose do so would result in a breach of Parent’s Board of Directors’ reasonably be expected to be inconsistent with the fiduciary duties of the Company Board under Applicable Law or violate any disclosure requirements under Applicable Law; provided, however, that any such disclosure that would constitute or contain an Adverse Recommendation Change shall be subject to, and may only be made in accordance with, the provisions of Section 6.03(b) as such. In addition, it is understood and agreed that, for purposes of this Agreement, (A) a factually accurate public statement by the Company that describes the Company’s receipt of an Acquisition Proposal and the operation of this Agreement with respect thereto, (B) any “stop, look and listen” communication by the Company Board pursuant to Rule l4d-9(f) of the Exchange Act, or (C) any similar communication to the stockholders of the Company, shall not, in and of itself, constitute an Adverse Recommendation Change or a proposal by the Company Board to withdraw or modify its stockholders under Delaware Law recommendation of this Agreement, the Merger or the other transactions contemplated by this Agreement, and shall not, in and of itself, be a basis for Parent or Merger Sub to terminate this Agreement pursuant to Section 8.01. (eachd) Notwithstanding anything to the contrary contained in this Agreement, a the Company Board and the Company shall not be entitled to make an Adverse Recommendation Change pursuant to Section 6.03(b) unless: (i) the Company shall have provided to Parent prior written notice at least three (3) Business Days in advance (the “Permitted Parent ActionMatch Right Period” and such notice, the “Match Right Notice”)., advising Parent that the Company intends to take such action (and specifying, in reasonable detail, the reasons for such action and the material terms and conditions of any such Superior Proposal or details of such Intervening Event, as the case may be); (ii) during such Match Right Period, if requested by Parent in good faith, the Company and its Representatives shall have engaged in good faith negotiations with Parent regarding any modifications to the terms and conditions of this Agreement proposed by Parent in order to cause such Acquisition Proposal to no longer constitute a Superior Proposal or so that an Adverse Recommendation Change otherwise would no longer be necessary, as the case may be; and (iii) the Company Board shall have considered any modifications to this Agreement and any other agreements that may be proposed in writing by Parent and shall have determined in good faith, after consultation with the Company Financial Advisor and outside legal counsel, that, after giving effect to such modifications proposed by Parent, such Superior Proposal still constitutes a Superior Proposal (if applicable) and the failure to make the Adverse Recommendation Change would still reasonably be expected to be inconsistent with the Company Board’s fiduciary duties under Applicable Law. It is understood and agreed that (x) any change to the financial or other material terms of an Acquisition Proposal that was previously the subject of a Match Right Notice and (y) any material development in an Intervening Event that was previously the subject of a Match Right Notice shall in each case require the Company to deliver to Parent a new Match Right Notice; provided, however, that in such event, each reference in this Section 6.03(d) to the Match Right Period shall be deemed to be a two (2) Business Day period. Section 6.04

Board Recommendation. Except (a) Subject to the extent expressly permitted by terms of Section 5.3(d): 5.3(c) hereof, the Company Board shall (i) recommend that the Board of Directors holders of the Company shall recommend that its stockholders vote in favor of adoption of Shares accept the Offer, tender their Shares to Purchaser pursuant to the Offer and, if required to consummate the Merger, adopt this Agreement at and the Company Stockholders’ Meeting Merger in accordance with the applicable provisions of DGCL (the “Company Board Recommendation”), and (ii) include the Company Recommendation in the Schedule 14D-9 and shall reaffirm permit Parent to include the Company Recommendation in the Offer Documents. (publiclyb) Subject to Section 5.3(c), if so requested) neither the Company Board nor any committee thereof shall (i) withdraw, qualify, modify, change or amend in any manner adverse to the transactions contemplated by this Agreement, Parent or Purchaser (including pursuant to the Schedule 14D-9 or any amendment thereto), the Company Recommendation, the approval by the Company Board of this Agreement and the transactions contemplated hereby, including the Offer and the Merger, or the approval by the Compensation Committee of the Company Compensation Arrangements for purposes of satisfying the requirements of the non-exclusive safe-harbor in accordance with Rule 14d-10(d)(2) under the Exchange Act, (ii) fail to reconfirm the Company Recommendation or its approval of this Agreement, the Offer, the Merger or any other transaction contemplated by this Agreement promptly, and in any event within ten two business days, following Parent’s request to do so (10A) calendar days after if Parent requests in writing makes such request following the time at which an Acquisition Proposal made by a third party shall have been publicly announced or shall otherwise have become public (provided that Parent may not make such a request on more than one occasion with respect to any particular Acquisition Proposal unless, since any prior such request by Parent, the price or other material terms of such Acquisition Proposal have changed) or (B) if one or more members of the Company Board shall have taken any action publicly or that shall have become public that indicates that such recommendation be reaffirmed member or members of the Company Board do not unanimously support the Offer or the Merger), (providediii) approve or recommend (or propose publicly to approve or recommend) any Acquisition Proposal, that (iv) if a tender offer or exchange offer relating that, if successful, would result in any Person or “group” (as defined under Section 13(d) of the Exchange Act) becoming a beneficial owner of ten percent (10%) or more of the outstanding Company Shares is commenced (other than by Parent or Purchaser), fail to recommend that the Company’s securities shall have been commenced by a Person unaffiliated with the Company, such reaffirmation shall stockholders not be required less than (10) business days after tender their Shares in such tender or exchange offer within five business days following such commencement, (v) except in connection with a termination of this Agreement pursuant to Section 7.1(f), permit the Company or any Company Subsidiary to enter into any Contract (other than a confidentiality agreement as contemplated by Section 5.2(d)), including any letter of intent or understanding, with respect to any Acquisition Proposal, or (vi) except in connection with a termination of this Agreement pursuant to Section 7.1(f), resolve or propose to take any action described in clauses (i) through (v) (each of the foregoing actions described in clauses (i) through (vi) being referred to as a “Company Change in Recommendation”). (c) Notwithstanding anything to the contrary contained in this Agreement, the Company Board may effect a Company Change in Recommendation at any time (but in the case of a Company Change in Recommendation specified in clauses “(ii),” “(iii),” or “(v)” of such definition, only prior to the Acceptance Time), if and only if (i) the Company Board has first been publisheddetermined in good faith (After Consultation and after considering in good faith any counter-offer or proposal made by Parent pursuant to this Section 7.1(f)), sent or given that the Company Board is required to effect a Company Change in Recommendation in order to comply with its fiduciary duties to the Company’s securityholders)stockholders in accordance with applicable Legal Requirements, (ii) the Board of Directors of Parent shall recommend that its stockholders vote prior to effecting such Company Change in favor of the approval of the Share Issuance at the Parent Stockholders’ Meeting (the “Parent Board Recommendation” and together with the Company Board Recommendation, the Company provides to Parent a written notice (a “Board RecommendationsNotice of Recommendation Change”) and shall reaffirm at least three business days (publiclyor, if so requested) the Parent Board Recommendation within ten (10) calendar days Offer is scheduled to expire in a shorter period after the Company requests in writing that such recommendation be reaffirmed (date the Notice of Recommendation Change is provided, that if then such shorter period) prior to making such Company Change in Recommendation of its intention to make a tender or exchange offer relating to Parent’s securities shall have been commenced by a Person unaffiliated with ParentCompany Change in Recommendation. Notwithstanding the foregoing, such reaffirmation the Company shall not be required less enter into any Contract (other than (10) business days after such tender or exchange offer has first been published, sent or given to the Company’s securityholdersa confidentiality agreement as contemplated by Section 5.2(d)), (iii) the Prospectus/Joint Proxy Statement shall include with respect to a statement Superior Proposal unless this Agreement has been or concurrently is validly terminated by its terms pursuant to the effect that each of the Board of Directors of the Company Section 7.1 and Parent has made received, by wire transfer of immediately available funds, any amounts due to Parent pursuant to Section 7.3. (d) Without limiting any rights or remedies of Parent or Purchaser set forth in this Agreement that might exist as a consequence of any such applicable Board Recommendationaction, and (iv) neither the Board of Directors of the Company nor the Board of Directors of Parent, nor any committee of either of them, shall withdraw, amend or modify, or propose or resolve to withdraw, amend or modify in a manner adverse to the other party, their respective Board Recommendations. Nothing nothing in this Agreement shall prohibit Parent’s the Company Board of Directors from (Ai) taking and disclosing to its the Company’s stockholders a position contemplated by Rule 14e-2(a) promulgated under the Exchange Act or complying with the provisions of Rule 14d-9 promulgated under the Exchange Act, Act or (Bii) making any disclosure disclosures to the Company’s stockholders that the Company Board determines in good faith After Consultation that the Company Board is required to make in order to comply with its stockholders the failure of which to disclose would result in a breach of Parent’s Board of Directors’ fiduciary duties to its the Company’s stockholders under Delaware Law (each, a “Permitted Parent Action”)Law.

Board Recommendation. Except to the extent expressly permitted by Section 5.3(d): (i) Except in the case of a Company Board of Directors of Recommendation Change specifically permitted by this Section 7.1(c), (A) the Company Board shall (x) recommend that its the Company’s stockholders vote in favor of adoption of adopt this Agreement at and the Company Stockholders’ Meeting transactions contemplated hereby in accordance with the applicable provisions of Delaware Law (the “Company Board Recommendation”) and shall reaffirm (publicly, if so requestedy) include the Company Board Recommendation within ten in the Proxy Statement, and (10B) calendar days after Parent requests in writing that such recommendation be reaffirmed (provided, that if a tender or exchange offer relating to the Company’s securities shall have been commenced by a Person unaffiliated with the Company, such reaffirmation shall not be required less than (10) business days after such tender or exchange offer has first been published, sent or given to the Company’s securityholders), (ii) the Board of Directors of Parent shall recommend that its stockholders vote in favor of the approval of the Share Issuance at the Parent Stockholders’ Meeting (the “Parent Board Recommendation” and together with neither the Company Board Recommendation, the “Board Recommendations”) and shall reaffirm (publicly, if so requested) the Parent Board Recommendation within ten (10) calendar days after the Company requests in writing that such recommendation be reaffirmed (provided, that if a tender or exchange offer relating to Parent’s securities shall have been commenced by a Person unaffiliated with Parent, such reaffirmation shall not be required less than (10) business days after such tender or exchange offer has first been published, sent or given to the Company’s securityholders), (iii) the Prospectus/Joint Proxy Statement shall include a statement to the effect that each of the Board of Directors of the Company and Parent has made such applicable Board Recommendation, and (iv) neither the Board of Directors of the Company nor the Board of Directors of Parent, nor any committee of either of themthereof shall (1) fail to make, shall withdraw, amend or modify, or propose or resolve to withdraw, amend or modify the Company Board Recommendation in a manner that is adverse to Newco, or publicly propose to withhold, withdraw, amend or modify the Company Board Recommendation in a manner that is adverse to Newco, (2) approve, endorse, adopt or recommend, or publicly propose to approve, endorse, adopt or recommend, an Acquisition Proposal or Acquisition Transaction other partythan the Merger (the actions or inactions referred to in the preceding clauses (1) and (2) being referred to herein as a “Company Board Recommendation Change”). (ii) Notwithstanding anything to the contrary set forth in this Agreement, their respective but subject to clause (v) below, the Company Board Recommendationsmay effect a Company Board Recommendation Change at any time prior to obtaining the Requisite Stockholder Approval in the event that: (1) the Company Board has received a bona fide written Acquisition Proposal after the date of this Agreement that was not solicited in violation of Section 6.3(a); (2) The Company Board determines in good faith (after consultation with its financial advisor and its outside legal counsel) that such Acquisition Proposal is a Superior Proposal (which determination and any public announcement thereof shall not, in and of itself, constitute a Company Board Recommendation Change); (3) prior to effecting such Company Board Recommendation Change, the Company Board shall have given Newco at least four (4) Business Days’ notice of its intention to effect a Company Board Recommendation Change pursuant to this Section 7.1(c)(ii) (the “Board Recommendation Notice Period”), which notice shall include the most current version of the proposed definitive agreement and any other relevant transaction documents and, to the extent not included therein, all material terms and conditions of such Superior Proposal and the identity of the Person making such Superior Proposal; (4) if requested by Newco, during the Board Recommendation Notice Period, the Company shall meet and negotiate with Newco in good faith regarding modifications to the terms and conditions of this Agreement so that such Superior Proposal ceases to be a Superior Proposal; (5) prior to the end of the Board Recommendation Notice Period, Newco shall not have made a counter-offer or proposal in writing and in a manner that, if accepted by the Company, would form a binding contract, that the Company Board determines (after consultation with its financial advisor and its outside legal counsel) is at least as favorable to the Company Stockholders as such Superior Proposal (it being understood that (x) any material revision to the terms of a Superior Proposal, including, any revision in price, shall require a new notice pursuant to clause (3) above, (y) the Board Recommendation Notice Period shall be extended, if applicable, to the extent necessary to ensure that at least two (2) Business Days remain in the Board Recommendation Notice Period subsequent to each time the Company notifies Newco of any such material revision and (z) there may be multiple extensions of the Board Recommendation Notice Period); and (6) the Company Board determines (after consultation with its outside legal counsel and after considering any counter-offer or proposal made by Newco pursuant to clause (5) above), that, in light of such Superior Proposal, the failure to effect a Company Board Recommendation Change is inconsistent with its fiduciary duties. (iii) Notwithstanding anything to the contrary set forth in this Agreement, the Company Board may effect a Company Board Recommendation Change for an Intervening Event unrelated to an Acquisition Proposal at any time prior to obtaining the Requisite Stockholder Approval in the event that the Company Board determines in good faith (after consultation with its outside legal counsel) that the failure to effect such a Company Board Recommendation Change is inconsistent with its fiduciary duties, taking into account all adjustments that may be offered by Newco pursuant to this Section 7.1(c)(iii); provided, however, that the Company may not make a Company Board Recommendation Change under this clause (iii) for an Intervening Event unless (A) the Company provides Newco with written information describing such Intervening Event in reasonable detail promptly after it becomes aware of it, (B) the Company notifies Newco in writing at least four (4) Business Days before making an Company Board Recommendation Change with respect to such Intervening Event of its intention to do so and specifies the reasons therefor and (C) if Newco makes an offer or proposal capable of being accepted by the Company as a binding agreement during such four (4) Business Day period to adjust the terms and conditions of this Agreement, the Company Board, after taking into consideration the adjusted terms and conditions of this Agreement as offered or proposed by Newco, determines in good faith (after consultation with outside counsel) that the failure to make such Company Board Recommendation Change would be inconsistent with its fiduciary obligations to the stockholders of the Company under Applicable Law. During the four (4) Business Day period prior to its effecting a Company Board Recommendation Change for an Intervening Event, the Company shall, and shall cause its financial and legal advisors to, negotiate with Newco in good faith (to the extent Newco seeks to negotiate) regarding any revisions to the terms of the transactions contemplated by this Agreement offered or proposed by Newco. (iv) Nothing in this Agreement shall prohibit Parent’s the Company Board of Directors from (A) taking and disclosing to its stockholders the Company Stockholders a position contemplated by Rule 14e-2(a) under the Exchange Act or complying with the provisions of Rule 14d-9 promulgated under the Exchange Act or any other Applicable Law; provided, however, that any statement(s) made by the Company Board pursuant to Rule 14e-2(a) under the Exchange Act or Rule 14d-9 under the Exchange Act shall be subject to the terms and conditions of this Agreement; provided, further, that any such disclosure (other than a “stop, look and listen” communication pursuant to Rule 14d9-f under the Exchange Act) shall be deemed a Company Board Recommendation Change unless the Company Board expressly reaffirms its recommendation to the Company’s stockholders in favor of the approval of this Agreement and the Merger in such disclosure and expressly rejects any applicable Acquisition Proposal. (v) Notwithstanding anything to the contrary contained herein (including clause (ii) above), neither the Company nor any of its Subsidiaries shall enter into any letter of intent, memorandum of understanding, agreement in principle, acquisition agreement or other Contract, in each case related to, or which is intended to or is reasonably likely to lead to, any Acquisition Proposal or an Acquisition Transaction (Bexcept an Acceptable Confidentiality Agreement) making any disclosure unless this Agreement has been terminated in accordance with its terms (including the payment of the Company Termination Payment pursuant to its stockholders the failure of which to disclose would result in a breach of Parent’s Board of Directors’ fiduciary duties to its stockholders under Delaware Law (each, a “Permitted Parent Action”Section 8.4).

Board Recommendation. Except (a) Subject to the extent expressly permitted by terms of Section 5.3(d): 5.3(c) hereof, the Company Board of Directors shall (i) recommend that the holders of the Shares accept the Offer, tender their Shares to the Purchaser pursuant to the Offer and, if necessary under applicable law, adopt this Agreement in accordance with the applicable provisions of DGCL (the “Company Recommendation”), and (ii) include the Company Recommendation in the Schedule 14D-9 and permit Parent to include the Company Recommendation in the Offer Documents. (b) Subject to Section 5.3(c), neither the Company Board of Directors nor any committee thereof shall withdraw, qualify, modify, change or amend in any manner adverse to Parent or Purchaser (including pursuant to the Schedule 14D-9 or any amendment thereto), the Company Recommendation, the approval by the Company Board of Directors of this Agreement and the transactions contemplated hereby, including the Offer and the Merger, or the approval by the Compensation Committee of the Company Compensation Arrangements as Employment Compensation Arrangements for purposes of satisfying the requirements of the non-exclusive safe-harbor in accordance to Rule 14d-10(d)(2) under the Exchange Act (a “Company Change in Recommendation”). (c) Notwithstanding anything to the contrary set forth in this Agreement, the Company Board of Directors may effect a Company Change in Recommendation at any time prior to the Effective Time, if either: (i) (A) the Company Board of Directors has received an Acquisition Proposal (that has not been withdrawn) that constitutes a Superior Proposal and such Acquisition Proposal shall not have resulted from a breach or violation of the terms of Section 5.2(a), (B) the Company Board of Directors determines in good faith (After Consultation and after considering in good faith any counter-offer or proposal made by Parent during the three-day period contemplated by clause (D) below), that the failure to effect a Company Change in Recommendation in light of such Superior Proposal would be a breach of its fiduciary duties to the Company’s stockholders under applicable law, (C) at least three (3) days prior to such Company Change in Recommendation, the Company shall have provided to Parent a written notice (a “Notice of Recommendation Change”) of its intention to make such Company Change in Recommendation (which notice shall not be deemed to be, in and of itself, a Company Change in Recommendation), specifying the material terms and conditions of such Superior Proposal, including a copy of such Superior Proposal and identifying the Person making such Superior Proposal (it being understood and agreed that any amendment to the financial terms or any other material terms of such Superior Proposal shall require the delivery of a new Notice of Recommendation Change and a new three-day period), (D) during the three-day period following Parent’s receipt of a Notice of Recommendation Change, the Company shall have given Parent the opportunity to meet with the Company and its Representatives, and at Parent’s request, shall have negotiated in good faith regarding the terms of possible revisions to the terms of this Agreement, and (E) Parent shall not, within three (3) business days of Parent’s receipt of a Notice of Recommendation Change have made an offer that the Board of Directors of the Company determines in good faith, After Consultation to be at least as favorable to the Company’s stockholders as such Superior Proposal; or (ii) other than in connection with a Superior Proposal (it being understood and hereby agreed that the Company Board of Directors shall recommend that its stockholders vote not effect a Company Change of Recommendation in favor of adoption connection with a Superior Proposal other than pursuant to the immediately preceding clause (i) of this Agreement at the Company Stockholders’ Meeting Section 5.3(c)), (the “Company Board Recommendation”) and shall reaffirm (publicly, if so requestedA) the Company Board of Directors determines in good faith (After Consultation) that the failure to effect a Company Change in Recommendation within ten (10) calendar days after Parent requests in writing that such recommendation would be reaffirmed (provided, that if a tender or exchange offer relating breach of its fiduciary duties to the Company’s securities stockholders under applicable law and (B) at least three (3) days prior to such Company Change in Recommendation, the Company shall have been commenced by provided to Parent a Person unaffiliated with the Company, Notice of Recommendation Change of its intention to make such reaffirmation Company Change in Recommendation (which notice shall not be required less than (10) business days after such tender or exchange offer has first been publisheddeemed to be, sent or given to the Company’s securityholdersin and of itself a Company Change in Recommendation), specifying in sufficient detail reasonably satisfactory to Parent the circumstances for such proposed Company Change in Recommendation (iiit being understood and agreed that any change to such circumstances or any additional circumstances shall require the delivery of a new Notice of Recommendation Change and a new three-day period), and (C) during the Board three-day period following Parent’s receipt of Directors a Notice of Recommendation Change, the Company shall have given Parent shall recommend that its stockholders vote in favor of the approval of the Share Issuance at the Parent Stockholders’ Meeting (the “Parent Board Recommendation” and together opportunity to meet with the Company Board Recommendationand its Representatives, and at Parent’s request, shall have negotiated in good faith regarding the terms of possible revisions to the terms of this Agreement. (d) Notwithstanding anything to the contrary in this Section 5.3, the “Board Recommendations”) and shall reaffirm (publicly, if so requested) the Parent Board Recommendation within ten (10) calendar days after the Company requests in writing that such recommendation be reaffirmed (provided, that if a tender or exchange offer relating to Parent’s securities shall have been commenced by a Person unaffiliated with Parent, such reaffirmation shall not be required less entitled to enter into any agreement (other than (10) business days after such tender or exchange offer has first been published, sent or given to the Company’s securityholdersa confidentiality agreement as contemplated by Section 5.2(b)), (iii) the Prospectus/Joint Proxy Statement shall include including a statement letter of intent, with respect to the effect that each of the Board of Directors of the Company a Superior Proposal unless this Agreement has been or concurrently is validly terminated by its terms pursuant to Section 8.1 and Parent has made such applicable Board Recommendationreceived, and (iv) neither the Board by wire transfer of Directors of the Company nor the Board of Directors of Parentimmediately available funds, nor any committee of either of them, shall withdraw, amend or modify, or propose or resolve amounts due to withdraw, amend or modify in a manner adverse Parent pursuant to the other party, their respective Board Recommendations. Nothing in this Agreement shall prohibit Parent’s Board of Directors from (A) taking and disclosing to its stockholders a position contemplated by Rule 14e-2(a) under the Exchange Act or complying with the provisions of Rule 14d-9 promulgated under the Exchange Act, or (B) making any disclosure to its stockholders the failure of which to disclose would result in a breach of Parent’s Board of Directors’ fiduciary duties to its stockholders under Delaware Law (each, a “Permitted Parent Action”Section 8.2(b).

Board Recommendation. Except (a) Subject to the extent expressly permitted by terms of Section 5.3(d): (i) 6.2(b), the Primaeva Board of Directors of the Company shall recommend that its stockholders vote in favor of adoption of the Primaeva Stockholders adopt this Agreement at and approve the Company Stockholders’ Meeting principal terms of the Merger (the “Company Primaeva Board Recommendation”). (b) and shall reaffirm (publicly, if so requested) the Company Board Recommendation within ten (10) calendar days after Parent requests in writing that such recommendation be reaffirmed (provided, that if a tender or exchange offer relating Subject to the Company’s securities shall have been commenced by a Person unaffiliated with the Company, such reaffirmation shall not be required less than (10) business days after such tender or exchange offer has first been published, sent or given to the Company’s securityholdersterms of this Section 6.2(b), (ii) the Board of Directors of Parent shall recommend that its stockholders vote in favor of the approval of the Share Issuance at the Parent Stockholders’ Meeting (the “Parent Board Recommendation” and together with the Company Board Recommendation, the “Board Recommendations”) and shall reaffirm (publicly, if so requested) the Parent Board Recommendation within ten (10) calendar days after the Company requests in writing that such recommendation be reaffirmed (provided, that if a tender or exchange offer relating to Parent’s securities shall have been commenced by a Person unaffiliated with Parent, such reaffirmation shall not be required less than (10) business days after such tender or exchange offer has first been published, sent or given to the Company’s securityholders), (iii) the Prospectus/Joint Proxy Statement shall include a statement to the effect that each of the Board of Directors of the Company and Parent has made such applicable Board Recommendation, and (iv) neither the Primaeva Board of Directors of the Company nor the Board of Directors of Parent, nor any committee of either of themthereof shall withhold, shall withdraw, amend or amend, modify, qualify or condition in a manner adverse to Syneron, or publicly propose or resolve to withhold, withdraw, amend or modify in a manner adverse to Syneron, the other partyPrimaeva Board Recommendation (a “Primaeva Board Recommendation Change”); provided, their respective however, that notwithstanding the foregoing, at any time prior to the receipt of the Requisite Primaeva Stockholder Approval, the Primaeva Board Recommendations. Nothing in this Agreement shall prohibit Parent’s may effect a Primaeva Board of Directors from Recommendation Change, if and only if (A) taking prior to effecting such Primaeva Board Recommendation Change, Primaeva shall have given Syneron at least three (3) Business Days notice thereof and disclosing the opportunity to its stockholders meet to discuss in good faith a position modification of the terms and conditions of this Agreement so that the transactions contemplated by Rule 14e-2(a) under the Exchange Act or complying with the provisions of Rule 14d-9 promulgated under the Exchange Acthereby may be effected, or and (B) making the Primaeva Board reasonably determines in good faith (after consultation with outside legal counsel and after considering in good faith any disclosure counter-offer or proposal made by Syneron pursuant to its stockholders the immediately preceding clause) that the failure of which to disclose effect such Primaeva Board Recommendation Change would be reasonably likely to result in a breach of Parent’s Board of Directors’ its fiduciary duties under Delaware Law. (c) Nothing set forth in this Section 6.2 shall (i) permit Primaeva to terminate this Agreement, (ii) affect any other obligation of Primaeva under this Agreement, (iii) limit the obligation of Primaeva to either duly call, give notice of, convene and hold a stockholder meeting or solicit written consents to obtain the Requisite Primaeva Stockholder Approval to adopt this Agreement and approve the principal terms of the Merger (the “Primaeva Stockholder Proposal”), (iv) relieve Primaeva of its obligation to submit to a vote of its stockholders under Delaware Law the Primaeva Stockholder Proposal or (each, v) permit Primaeva to submit for a “Permitted Parent Action”)vote of its stockholders any Acquisition Proposal other than the Primaeva Stockholder Proposal.

Board Recommendation. (a) Except as expressly provided in Section 5.5(b) or (c), nothing contained in this Agreement shall be construed in any manner to limit the extent expressly permitted Company's ability, or the ability of its officers, directors, employees, advisors or other agents to provide information in response to, or negotiate or participate in discussions with respect to, any Takeover Proposal; provided, however, that the Company shall obtain reasonable protection of its confidential information on substantially the same terms as the Confidentiality Agreement, and, in the case of confidential information requested by Section 5.3(d): a competitor of the Company, the Company shall obtain an agreement from such party restricting the solicitation of the Company's executive officers and other key employees. (b) The Board of Directors of the Company shall not (i) withdraw or modify, or propose to withdraw or modify, in a manner adverse to Parent, the approval or recommendation by such Board of Directors of this Agreement or the Merger, (ii) approve or recommend, or propose to approve or recommend, any Takeover Proposal or (iii) cause the Company to enter into any agreement with respect to any Takeover Proposal. Notwithstanding anything in this Agreement to the contrary, in the event that prior to the Effective Time the Company receives a Superior Proposal, the Board of Directors of the Company shall recommend that may withdraw or modify its stockholders vote in favor of adoption approval or recommendation of this Agreement and the Merger, approve or recommend such Superior Proposal, but in each case only at the Company Stockholders’ Meeting (the “Company Board Recommendation”) and shall reaffirm (publicly, if so requested) the Company Board Recommendation within ten (10) calendar days after Parent requests in writing a time that such recommendation be reaffirmed (provided, that if a tender or exchange offer relating to the Company’s securities shall have been commenced by a Person unaffiliated with the Company, such reaffirmation shall not be required less than (10) business days after such tender or exchange offer has first been published, sent or given to the Company’s securityholders), (ii) the Board of Directors of Parent shall recommend that its stockholders vote in favor of the approval of the Share Issuance at the Parent Stockholders’ Meeting (the “Parent Board Recommendation” and together with the Company Board Recommendation, the “Board Recommendations”) and shall reaffirm (publicly, if so requested) the Parent Board Recommendation within ten (10) calendar days is after the Company requests in writing first business day following Parent's receipt of written notice (a "NOTICE OF SUPERIOR PROPOSAL") advising Parent that such recommendation be reaffirmed (provided, that if a tender or exchange offer relating to Parent’s securities shall have been commenced by a Person unaffiliated with Parent, such reaffirmation shall not be required less than (10) business days after such tender or exchange offer has first been published, sent or given to the Company’s securityholders), (iii) the Prospectus/Joint Proxy Statement shall include a statement to the effect that each of the Board of Directors of the Company has received a Superior Proposal, specifying the material terms and Parent has made conditions of such applicable Board Recommendation, Superior Proposal and identifying the person making such Superior Proposal. (ivc) neither In addition to the Board of Directors obligations of the Company nor set forth in paragraphs (a) and (b) of this Section 5.5, the Board Company shall promptly advise Parent orally and in writing of Directors of Parent, nor any committee of either of them, shall withdraw, amend or modifyrequest for information in connection with a potential Takeover Proposal, or propose or resolve to withdraw, amend or modify in a manner adverse to the other party, their respective Board Recommendations. Nothing in this Agreement shall prohibit Parent’s Board of Directors from (A) taking and disclosing to its stockholders a position contemplated by Rule 14e-2(a) under the Exchange Act or complying with the provisions of Rule 14d-9 promulgated under the Exchange Actany Takeover Proposal, or (B) any inquiry with respect to or which reasonably could lead to any Takeover Proposal, the material terms and conditions of such request, Takeover Proposal or inquiry and the identity of the person making any disclosure to its stockholders the failure of which to disclose would result in a breach of Parent’s Board of Directors’ fiduciary duties to its stockholders under Delaware Law (eachsuch request, a “Permitted Parent Action”)Takeover Proposal or inquiry.

Board Recommendation. Except (a) Subject to the extent expressly permitted by provisions of Section 5.3(d): 5.4(c), the Company Board of Directors shall (i) recommend that the holders of Shares accept the Offer, tender their Shares to Purchaser pursuant to the Offer, and, if necessary under applicable law, approve and adopt this Agreement in accordance with the provisions of the MBCA (the “Company Recommendation”), and (ii) include the Company Recommendation in the Schedule 14D-9 and permit Parent to include the Company Recommendation in the Offer Documents. (b) Subject to the provisions of Section 5.4(c), neither the Company Board of Directors nor any committee thereof shall withdraw, modify or amend in any manner adverse to Parent or Purchaser (including by virtue of disclosure in the Schedule 14D-9 or any amendment thereto) the Company Recommendation, the approval by the Company Board of Directors of this Agreement and the Transactions, including the Offer and the Merger, or the approval by the Compensation Committee of the Company shall recommend that its stockholders vote Compensation Arrangements as Employment Compensation Arrangements for purposes of satisfying the requirements of the non-exclusive safe-harbor in favor of adoption of accordance to Rule 14d-10(d)(2) promulgated under the Exchange Act (a “Company Change in Recommendation”). (c) Notwithstanding anything to the contrary set forth in this Agreement at Agreement, the Company Stockholders’ Meeting (Board of Directors may effect a Company Change in Recommendation at any time prior to the “Company Board Recommendation”) and shall reaffirm (publiclyEffective Time, if so requestedeither: (i) (A) the Company Board of Directors has received an Acquisition Proposal (that has not been withdrawn) that constitutes a Superior Proposal and such Superior Proposal shall not have arisen in connection with a material breach by the Company or any Company Subsidiary or any of their respective Representatives of the terms of Section 5.3(a), (B) the Company shall have provided to Parent a written notice (a “Notice of Recommendation within ten Change”) of its intention to make such Company Change in Recommendation (10which notice shall not be deemed to be, in and of itself, a Company Change in Recommendation), specifying the material terms and conditions of such Superior Proposal, including identifying the Person making such Superior Proposal, and (C) calendar days during the five-day period following Parent’s receipt of a Notice of Recommendation Change, the Company shall have given Parent the opportunity to meet with the Company and its Representatives, and at Parent’s request, shall have negotiated in good faith regarding possible revisions to the terms of this Agreement so that the Superior Proposal is no longer the Superior Proposal. Following the end of such five-day period, if the Company Board of Directors shall have determined in good faith, after consultation with the Company’s independent financial advisor and legal counsel, taking into account any changes to the terms of this Agreement proposed by the Parent requests in writing that such recommendation be reaffirmed (provided, that if a tender or exchange offer relating to the Company’s securities , that the Superior Proposal continues to constitute the Superior Proposal, the Company shall have been commenced by be entitled to effect a Person unaffiliated Company Change in Recommendation; or (ii) other than in connection with a Superior Proposal (it being understood and agreed that the Company Board of Directors shall not effect a Company Change in Recommendation in connection with a Superior Proposal other than pursuant to clause (i) of this Section 5.4(c)), (A) the Company Board of Directors determines in good faith (after consultation with the Company’s legal counsel) that the failure to effect a Company Change in Recommendation would be inconsistent with the directors’ fiduciary duties under applicable law, (B) the Company shall have provided to Parent a Notice of Recommendation Change of its intention to make such reaffirmation Company Change in Recommendation (which notice shall not be required less than (10) business days after such tender or exchange offer has first been publisheddeemed to be, sent or given to the Company’s securityholdersin and of itself a Company Change in Recommendation), (ii) specifying in sufficient detail the Board of Directors of Parent shall recommend that its stockholders vote circumstances for such proposed Company Change in favor of the approval of the Share Issuance at the Parent Stockholders’ Meeting (the “Parent Board Recommendation” and together with the Company Board Recommendation, the “Board Recommendations”) and shall reaffirm (publicly, if so requested) the Parent Board Recommendation within ten (10) calendar days after the Company requests in writing that such recommendation be reaffirmed (provided, that if a tender or exchange offer relating to Parent’s securities shall have been commenced by a Person unaffiliated with Parent, such reaffirmation shall not be required less than (10) business days after such tender or exchange offer has first been published, sent or given to the Company’s securityholders), (iii) the Prospectus/Joint Proxy Statement shall include a statement to the effect that each of the Board of Directors of the Company and Parent has made such applicable Board Recommendation, and (ivC) neither during the five-day period following Parent’s receipt of a Notice of Recommendation Change, the Company shall have given Parent the opportunity to meet with the Company and its Representatives, and at Parent’s request, shall have negotiated in good faith regarding possible revisions to the terms of this Agreement and following the end of such five-day period, if the Company Board of Directors of shall have determined in good faith, after consultation with the Company nor the Board of Directors of ParentCompany’s independent financial advisor and legal counsel, nor taking into account any committee of either of them, shall withdraw, amend or modify, or propose or resolve to withdraw, amend or modify in a manner adverse changes to the other party, their respective Board Recommendations. Nothing in terms of this Agreement shall prohibit Parent’s Board of Directors from (A) taking and disclosing proposed by the Parent to its stockholders the Company, that the failure to effect a position contemplated by Rule 14e-2(a) under the Exchange Act or complying Company Change in Recommendation would still be inconsistent with the provisions of Rule 14d-9 promulgated under the Exchange Act, or (B) making any disclosure to its stockholders the failure of which to disclose would result in a breach of Parent’s Board of Directorsdirectors’ fiduciary duties under applicable law, the Company shall be entitled to its stockholders under Delaware Law effect a Company Change in Recommendation. (eachd) Notwithstanding anything to the contrary set forth in this Section 5.4, the Company shall not be entitled to enter into any agreement (other than a “Permitted confidentiality agreement as contemplated by Section 5.3(b)) with respect to a Superior Proposal unless this Agreement has been or concurrently is being terminated pursuant to Section 8.1 and the Company shall pay to Parent Action”the payment contemplated by Section 8.2(b).

Board Recommendation. Except to the extent expressly permitted by Section 5.3(d): (i) Subject to the Board provisions of Directors of this Section 7.1(c), (A) the Company Board shall (x) recommend that its the Company’s stockholders vote in favor of adoption of adopt this Agreement at in accordance with the Company Stockholders’ Meeting applicable provisions of Delaware Law (the “Company Board Recommendation”) and (y) include the Company Board Recommendation in the Proxy Statement, and (B) neither the Company Board nor any committee thereof shall (1) fail to make, withdraw, amend, modify or qualify the Company Board Recommendation in a manner that is adverse to Newco, or publicly propose to withhold, withdraw, amend, modify or qualify the Company Board Recommendation in a manner that is adverse to Newco, (2) approve, endorse, adopt or recommend, or publicly propose to approve, endorse, adopt or recommend, an Acquisition Proposal or Acquisition Transaction, (3) fail to publicly reaffirm (publicly, if so requested) the Company Board Recommendation within ten three (103) calendar days Business Days after Parent Newco so requests in writing that such recommendation be reaffirmed (provided, that if following any public statement by a tender stockholder of the Company or exchange offer relating a member of the Company Board expressing opposition to the Company’s securities Merger or the Merger Consideration (it being understood that the Company Board shall have been commenced by a Person unaffiliated with no obligation to so reaffirm the Company, such reaffirmation shall not be required less Company Board Recommendation on more than (10) business days after such tender or exchange offer has first been published, sent or given to the Company’s securityholderstwo occasions), (ii4) the Board of Directors of Parent shall recommend that its stockholders vote in favor of the approval of the Share Issuance at the Parent Stockholders’ Meeting (the “Parent Board Recommendation” and together with fail to include the Company Board Recommendation, Recommendation in the “Board Recommendations”Proxy Statement or (5) and shall reaffirm (publicly, if so requested) fail to publicly recommend against any Acquisition Proposal or Acquisition Transaction subject to Regulation 14D under the Parent Board Exchange Act in a Solicitation/Recommendation Statement on Schedule 14D-9 within ten (10) calendar days Business Days after the Company requests commencement of such Acquisition Proposal or Acquisition Transaction (the actions or inactions referred to in writing that such recommendation be reaffirmed the preceding clauses (provided, that if a tender or exchange offer relating to Parent’s securities shall have been commenced by a Person unaffiliated with Parent, such reaffirmation shall not be required less than (10) business days after such tender or exchange offer has first been published, sent or given to the Company’s securityholders1), (iii2), (3), (4) the Prospectus/Joint Proxy Statement shall include and (5) being referred to herein as a statement “Company Board Recommendation Change”). (ii) Notwithstanding anything to the effect that each of the Board of Directors of contrary set forth in this Agreement, the Company and Parent has made such applicable Board Recommendation, and (iv) neither may effect a Company Board Recommendation Change at any time prior to obtaining the Board of Directors of Requisite Stockholder Approval in the Company nor the Board of Directors of Parent, nor any committee of either of them, shall withdraw, amend or modify, or propose or resolve to withdraw, amend or modify in a manner adverse to the other party, their respective Board Recommendations. Nothing in this Agreement shall prohibit Parent’s Board of Directors from event that: (A) taking and disclosing to its stockholders the Company Board has received a position contemplated by Rule 14e-2(a) under bona fide written Acquisition Proposal after the Exchange Act or complying with the provisions date of Rule 14d-9 promulgated under the Exchange Act, or this Agreement that was not solicited in violation of Section 6.2(a); (B) The Company Board determines in good faith (after consultation with its financial advisor and its outside legal counsel) that such Acquisition Proposal is a Superior Proposal (which determination and any public announcement thereof shall not constitute a Company Board Recommendation Change); (C) prior to effecting such Company Board Recommendation Change, the Company Board shall have given Newco at least three (3) Business Days’ notice of its intention to effect a Company Board Recommendation Change pursuant to this Section 7.1(c)(ii) (the “Change of Recommendation Notice Period”) (which notice shall include the most current version of the proposed definitive agreement (which shall be marked to show changes to this Agreement) and, to the extent not included therein, all material terms and conditions of such Superior Proposal and the identity of the Person making any disclosure to its stockholders the failure of which to disclose would result in a breach of Parent’s Board of Directors’ fiduciary duties to its stockholders under Delaware Law (each, a “Permitted Parent Action”such Superior Proposal).;

Board Recommendation. Except (a) Subject to Section 5.3(b), neither the extent expressly permitted by Section 5.3(d): Company Board of Directors nor any committee thereof shall (i) withdraw, qualify, modify or amend in any manner adverse to Parent or to Purchaser, the approval or recommendation by the Company Board of Directors or any committee thereof of the Company shall recommend that its stockholders vote in favor of adoption of Offers, this Agreement at or the Company Stockholders’ Meeting Merger (the “Company Board Recommendation”) and shall reaffirm (publicly, if so requested) the Company Board Recommendation within ten (10) calendar days after Parent requests in writing that such recommendation be reaffirmed (provided, that if a tender or exchange offer relating to the Company’s securities shall have been commenced by a Person unaffiliated with the Company, such reaffirmation shall not be required less than (10) business days after such tender or exchange offer has first been published, sent or given to the Company’s securityholders), (ii) the Board of Directors of Parent shall approve or recommend that its stockholders vote in favor of the approval of the Share Issuance at the Parent Stockholders’ Meeting (the “Parent Board Recommendation” and together with any Acquisition Proposal or cause or permit the Company Board Recommendation, the “Board Recommendations”) and shall reaffirm to enter into any definitive agreement or letter of intent with respect to any Acquisition Proposal (publicly, if so requested) the Parent Board Recommendation within ten (10) calendar days after the Company requests in writing that such recommendation be reaffirmed (provided, that if a tender or exchange offer relating to Parent’s securities shall have been commenced by a Person unaffiliated with Parent, such reaffirmation shall not be required less than (10) business days after such tender or exchange offer has first been published, sent or given to the Company’s securityholders), (iii) the Prospectus/Joint Proxy Statement shall include a statement to the effect that each of the Board of Directors of the foregoing being referred to as a “Company and Parent has made such applicable Board Change in Recommendation”); provided, and (iv) neither the Board of Directors of the Company nor the Board of Directors of Parenthowever, nor any committee of either of them, shall withdraw, amend or modify, or propose or resolve to withdraw, amend or modify in a manner adverse to the other party, their respective Board Recommendations. Nothing that nothing contained in this Agreement shall prohibit Parent’s the Company from publicly disclosing a Superior Proposal or modifying the Company Recommendation to provide that the Company is unable to take a position with respect to the Offers, this Agreement and the Merger in response to a Superior Proposal following delivery to Parent of a Notice of Superior Proposal with respect to such Superior Proposal (and such public disclosure or modification shall not be deemed to be a “Company Change in Recommendation”). (b) Notwithstanding the provisions of Section 5.3(a), (i) if the Company Board of Directors from or the Special Committee determines in good faith (after consultation with outside counsel) that the failure to make a Company Change in Recommendation would be inconsistent with the fiduciary duties of the Company Board of Directors under applicable law or (ii) prior to acceptance for payment of Shares in the Offers, the Company Board of Directors in good faith determines to accept a Superior Proposal, in each case the Company Board of Directors may make a Company Change in Recommendation. If the Company Board of Directors or the Special Committee desires to make such a Company Change in Recommendation as a result of a Superior Proposal, such Company Change in Recommendation may only be made: (A) taking if the Company has delivered to Parent a written notice (a “Notice of Superior Proposal”) that (x) advises Parent that the Company Board of Directors has received a Superior Proposal, (y) specifies the material terms and disclosing conditions of such Superior Proposal and (z) identifies the Person making such Superior Proposal and (B)(i) if Parent does not make, within the two full business day period following Parent’s receipt of the Notice of Superior Proposal, an offer (a “Matching Bid”) that the Company Board of Directors determines in good faith After Consultation to its be as favorable to the Company’s stockholders as the Superior Proposal to which the Notice of Superior Proposal applies, (ii) if after Parent has made a position contemplated by Rule 14e-2(aMatching Bid within the two full business day period referenced in clause (B)(i), such Acquisition Proposal to which the Notice of Superior Proposal applied has been or is modified or amended, and the Company Board of Directors in good faith determines that the Acquisition Proposal, as so modified or amended, is a Superior Proposal, Parent does not make within the two business days following Parent’s receipt of a Notice of Superior Proposal (as revised to reflect such Superior Proposal) under a Matching Bid that the Exchange Act or complying with Company Board of Directors determines in good faith After Consultation to be as favorable to the provisions Company’s stockholders as the Superior Proposal to which the Notice of Rule 14d-9 promulgated under the Exchange Act, Superior Proposal applies or (Biii) if the Company Board of Directors has elected, following receipt of any initial Matching Bid from Parent, to establish a deadline (the “Final Deadline”) for the submission of final proposals from both Parent and the Third Party making any disclosure such Superior Proposal (which Final Deadline shall be not less than three nor more than seven business days after notice of such deadline is delivered to its stockholders Parent (the failure of “Final Notice Deadline”), and which to disclose would result Final Notice Deadline shall in a breach no event be made no later than 24 hours following receipt by the Company of Parent’s initial Matching Bid) and following receipt of such final proposal Parent has not submitted a final proposal as of the Final Deadline that the Company Board of Directors’ fiduciary duties Directors determines in good faith After Consultation to be as favorable to the Company’s stockholders as the final proposal submitted by such Third Party as of the Final Deadline. Notwithstanding the foregoing, the Company shall not be entitled to enter into any definitive agreement (or letter of intent) with respect to a Superior Proposal unless this Agreement has been or concurrently is terminated by its stockholders under Delaware Law (eachterms pursuant to Section 8.1(e) and the Company has paid or concurrently with such termination pays, a “Permitted by cashiers check, the Termination Fee due to Parent Action”pursuant to Section 8.2(b).

Board Recommendation. Except (a) Subject to Section 6.03(b) and Section 6.03(c), none of the extent expressly permitted by Section 5.3(d): Company Board, the Special Committee or any other committee of the Company Board shall (i) the Board of Directors of the Company shall recommend that its stockholders vote in favor of adoption of this Agreement at the Company Stockholders’ Meeting (the “Company Board Recommendation”) and shall reaffirm (publiclyfail to make, if so requested) the Company Board Recommendation within ten (10) calendar days after Parent requests in writing that such recommendation be reaffirmed (provided, that if a tender or exchange offer relating to the Company’s securities shall have been commenced by a Person unaffiliated with the Company, such reaffirmation shall not be required less than (10) business days after such tender or exchange offer has first been published, sent or given to the Company’s securityholders), (ii) the Board of Directors of Parent shall recommend that its stockholders vote in favor of the approval of the Share Issuance at the Parent Stockholders’ Meeting (the “Parent Board Recommendation” and together with the Company Board Recommendation, the “Board Recommendations”) and shall reaffirm (publicly, if so requested) the Parent Board Recommendation within ten (10) calendar days after the Company requests in writing that such recommendation be reaffirmed (provided, that if a tender or exchange offer relating to Parent’s securities shall have been commenced by a Person unaffiliated with Parent, such reaffirmation shall not be required less than (10) business days after such tender or exchange offer has first been published, sent or given to the Company’s securityholders), (iii) the Prospectus/Joint Proxy Statement shall include a statement to the effect that each of the Board of Directors of the Company and Parent has made such applicable Board Recommendation, and (iv) neither the Board of Directors of the Company nor the Board of Directors of Parent, nor any committee of either of them, shall withdraw, amend or modify, or publicly propose or resolve to withhold, withdraw, amend or modify modify, in a any manner adverse to the transactions contemplated by this Agreement, Parent or Merger Sub, the Board Recommendation, (ii) adopt or recommend, or publicly propose to adopt or recommend, an Acquisition Proposal or Superior Proposal, (iii) fail to recommend against acceptance of any Third Party tender offer or exchange offer for the shares of Company Common Stock within ten (10) Business Days after commencement of such offer, (iv) approve or recommend, or publicly propose to approve or recommend, or cause or permit the Company or any Subsidiary of the Company to execute or enter into any Alternative Acquisition Agreement, (v) fail to include the Company Recommendation in the Proxy Statement (each of the foregoing actions described in clauses (i) through (v) being referred to as an “Adverse Recommendation Change”), (vi) other partythan as described in clause (iii) above, their respective fail to publicly reaffirm the Board RecommendationsRecommendation within five (5) Business Days after receipt of a written request by Parent to provide such affirmation or (vii) resolve or publicly propose to take any action described in the foregoing clauses (i) through (vi). (i) Notwithstanding anything in this Agreement to the contrary, at any time prior to the Stockholder Approval, and subject to the Company’s or the Company Board’s, as applicable, compliance with this Section 6.03 and Section 6.02, the Company Board (acting upon the recommendation of the Special Committee) may, if the Company Board (acting upon the recommendation of the Special Committee) determines in good faith (after consultation with the Company Financial Advisor and outside legal counsel), that the failure to do so would be inconsistent with the fiduciary duties of the directors under Applicable Law, (A) make an Adverse Recommendation Change in response to either (1) a Superior Proposal received after the date hereof or (2) any material fact, event, change, development or circumstances not known or reasonably foreseeable by the Company Board as of the date hereof, which fact, event, change, development or circumstances becomes known to the Company Board prior to the Stockholder Approval (such material fact, event, change, development or circumstance, an “Intervening Event”); provided, however, that in no event shall the receipt, existence or terms of an Acquisition Proposal, or any inquiry, indication of interest, proposal or offer that could reasonably be expected to lead to an Acquisition Proposal, constitute an Intervening Event, or (B) cause the Company to terminate this Agreement pursuant to Section 8.01(h) and to authorize the Company to enter into a binding written Agreement concerning a transaction that constitutes a Superior Proposal (which agreement shall be entered into substantially concurrently with such termination), subject in each case to compliance with the terms of paragraph (ii) or (iii) below, as applicable. (ii) In the case of an Adverse Recommendation Change sought to be made under clause (1) of Section 6.03(b)(i)(A) or termination of this Agreement pursuant to Section 8.01(h) in response to a Superior Proposal, (x) no Adverse Recommendation Change pursuant to this Section 6.03(b) may be made and (y) no termination of this Agreement pursuant to Section 8.01(h) may be made, in either ease (A) until after the fourth (4th) Business Day following written notice from the Company advising Parent that the Company Board (acting upon the recommendation of the Special Committee) intends to make an Adverse Recommendation Change or terminate this Agreement pursuant to Section 8.01(h) (a “Notice of Superior Proposal”) and specifying the reasons therefor, including, if applicable, the material terms and conditions of, and the identity of the Third Party making, such Superior Proposal, and a copy of all relevant transaction documents (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 Superior Proposal, which shall require a new notice period of four (4) Business Days, and compliance with this Section 6.03(b) with respect to such new notice); (B) unless during such four (4) Business Day period, the Company shall, and shall cause its Representatives to, to the extent requested by Parent, negotiate with Parent in good faith to make such adjustments to the terms and conditions of this Agreement and the Rollover Agreement(s) (if any) as would enable the Company Board (acting upon the recommendation of the Special Committee) to maintain the Board Recommendation and not make an Adverse Recommendation Change or terminate this Agreement; and (C) unless, prior to the expiration of such four (4) Business Day period, Parent does not make a proposal to adjust the terms and conditions of this Agreement and the Rollover Agreement(s) (if any) that the Company Board (acting upon the recommendation of the Special Committee) determines in good faith (x) after consultation with the Company Financial Advisor and outside legal counsel, that the failure to make an Adverse Recommendation Change or authorize the termination of this Agreement would be inconsistent with its fiduciary duties under Applicable Law and (y) after taking into account any adjustment or modification to the terms of this Agreement, and the Rollover Agreement(s) (if any) proposed by Parent, that the Acquisition Proposal constitutes a Superior Proposal. None of the Company, the Company Board or any committee of the Company Board shall enter into any agreement with any Third Party to limit or prohibit the Company from giving prior notice to Parent of the Company’s intention to (x) effect an Adverse Recommendation Change or (y) terminate this Agreement in light of a Superior Proposal. (iii) In the case of an Intervening Event, no Adverse Recommendation Change pursuant to this Section 6.03(b) may be made (A) until after the fourth (4th) Business Day following written notice from the Company advising Parent that the Company Board or any committee thereof intends to take such action and specifying the facts underlying the determination by the Company Board (acting upon the recommendation of the Special Committee) that an Intervening Event has occurred, and the facts underlying the reason for the Adverse Recommendation Change, in reasonable detail (a “Notice of Intervening Event”); (B) unless during such four (4) Business Day period, the Company shall, and shall cause its Representatives to, to the extent requested by Parent, negotiate with Parent in good faith to enable Parent to amend this Agreement and the Rollover Agreement(s) (if any) in such a manner that obviates the need for an Adverse Recommendation Change; and (C) unless, by the expiration of such four (4) Business Day period, the Company Board (acting upon the recommendation of the Special Committee) determines in good faith, taking into consideration any amendments to this Agreement and the Rollover Agreement(s) (if any) proposed by Parent (after consultation with the Company Financial Advisor and outside legal counsel), that the failure to effect an Adverse recommendation Change would be inconsistent with the fiduciary duties of the directors under Applicable Law. The provisions of this Section 6.03(b)(iii) shall also apply to any material change to the facts and circumstances relating to an Intervening Event, in which case such change shall require a new Notice of Intervening Event and the Company shall be required to comply again with the provisions of this Section 6.03(b)(iii). (c) Nothing contained in Section 6.02 or this Section 6.03 or elsewhere in this Agreement shall prohibit Parent’s Board of Directors the Company from (Ai) taking and disclosing to its stockholders a position contemplated by Rule 14d-9, Rule 14e-2(a) or Item 1012(a) of Regulation M-A promulgated under the Exchange Act with regard to an Acquisition Proposal, or complying (ii) making any disclosure to the Company’s stockholders if, in the good faith judgment of the directors (acting upon the recommendation of the Special Committee), after consultation with outside legal counsel, the failure to do so would reasonably be expected to be inconsistent with the provisions fiduciary duties of the Company Board under Applicable Law or any disclosure requirements under Applicable Law; provided, however, that that the Company and the Company Board may not effect an Adverse Recommendation Change, except to the extent permitted by Section 6.03(b). In addition, it is understood and agreed that, for purposes of this Agreement, a factually accurate public statement by the Company that describes the Company’s receipt of an Acquisition Proposal and the operation of this Agreement with respect thereto, or any “stop, look and listen” communication by the Company Board pursuant to Rule 14d-9 promulgated under 14d-9(f) of the Exchange Act, or (B) making any disclosure similar communication to the stockholders of the Company, shall not constitute an Adverse Recommendation Change or a proposal by the Company Board to withdraw or modify its stockholders recommendation of this Agreement, the failure of which to disclose would result in a breach of Parent’s Board of Directors’ fiduciary duties to its stockholders under Delaware Law (each, a “Permitted Parent Action”)Merger or the other transactions contemplated by this Agreement.

Board Recommendation. (a) Except as expressly provided in Section 5.5(b) or (c), nothing contained in this Agreement shall be construed in any manner to limit the extent expressly permitted Company's ability, or the ability of its officers, directors, employees, advisors or other agents to provide information in response to, or negotiate or participate in discussions with respect to, any Takeover Proposal; provided, however, that the Company shall obtain reasonable protection of its confidential information on substantially the same terms as the Confidentiality Agreement, and, in the case of confidential information requested by Section 5.3(d): a competitor of the Company, the Company shall obtain an agreement from such party restricting the solicitation of the Company's executive officers and other key employees. (b) The Board of Directors of the Company shall not (i) withdraw or modify, or propose to withdraw or modify, in a manner adverse to Parent, the approval or recommendation by such Board of Directors of this Agreement or the Merger, (ii) approve or recommend, or propose to approve or recommend, any Takeover Proposal or (iii) cause the Company to enter into any agreement with respect to any Takeover Proposal. Notwithstanding anything in this Agreement to the contrary, in the event that prior to the Effective Time the Company receives a Superior Proposal, the Board of Directors of the Company shall recommend that may withdraw or modify its stockholders vote in favor of adoption approval or recommendation of this Agreement and the Merger, approve or recommend such Superior Proposal, but in each case only at the Company Stockholders’ Meeting (the “Company Board Recommendation”) and shall reaffirm (publicly, if so requested) the Company Board Recommendation within ten (10) calendar days after Parent requests in writing a time that such recommendation be reaffirmed (provided, that if a tender or exchange offer relating to the Company’s securities shall have been commenced by a Person unaffiliated with the Company, such reaffirmation shall not be required less than (10) business days after such tender or exchange offer has first been published, sent or given to the Company’s securityholders), (ii) the Board of Directors of Parent shall recommend that its stockholders vote in favor of the approval of the Share Issuance at the Parent Stockholders’ Meeting (the “Parent Board Recommendation” and together with the Company Board Recommendation, the “Board Recommendations”) and shall reaffirm (publicly, if so requested) the Parent Board Recommendation within ten (10) calendar days is after the Company requests in writing first business day following Parent's receipt of written notice (a "Notice of Superior Proposal") advising Parent that such recommendation be reaffirmed (provided, that if a tender or exchange offer relating to Parent’s securities shall have been commenced by a Person unaffiliated with Parent, such reaffirmation shall not be required less than (10) business days after such tender or exchange offer has first been published, sent or given to the Company’s securityholders), (iii) the Prospectus/Joint Proxy Statement shall include a statement to the effect that each of the Board of Directors of the Company has received a Superior Proposal, specifying the material terms and Parent has made conditions of such applicable Board Recommendation, Superior Proposal and identifying the person making such Superior Proposal. (ivc) neither In addition to the Board of Directors obligations of the Company nor set forth in paragraphs (a) and (b) of this Section 5.5, the Board Company shall promptly advise Parent orally and in writing of Directors of Parent, nor any committee of either of them, shall withdraw, amend or modifyrequest for information in connection with a potential Takeover Proposal, or propose or resolve to withdraw, amend or modify in a manner adverse to the other party, their respective Board Recommendations. Nothing in this Agreement shall prohibit Parent’s Board of Directors from (A) taking and disclosing to its stockholders a position contemplated by Rule 14e-2(a) under the Exchange Act or complying with the provisions of Rule 14d-9 promulgated under the Exchange Actany Takeover Proposal, or (B) any inquiry with respect to or which reasonably could lead to any Takeover Proposal, the material terms and conditions of such request, Takeover Proposal or inquiry and the identity of the person making any disclosure to its stockholders the failure of which to disclose would result in a breach of Parent’s Board of Directors’ fiduciary duties to its stockholders under Delaware Law (eachsuch request, a “Permitted Parent Action”)Takeover Proposal or inquiry.

Board Recommendation. Except (a) Subject to Section 5.3(b) and Section 5.3(d), the Company Board of Directors shall not (i) withdraw, qualify, modify, change, or amend in any manner adverse to Parent, or publicly propose to withdraw, qualify, modify, change, or amend in any manner adverse to Parent, the Company Recommendation, (ii) adopt or recommend an Acquisition Proposal, (iii) fail to make or reaffirm the Company Recommendation (including, within three (3) Business Days following Parent’s request), (iv) approve or recommend, or publicly propose to approve or recommend, or cause or permit the Company or any Company Subsidiary to execute or enter into any agreement (other than an Acceptable Confidentiality Agreement pursuant to Section 5.2)), arrangement, or understanding, including any letter of intent, memorandum of understanding, agreement in principle, merger agreement, acquisition agreement, option agreement, joint venture agreement, partnership agreement, or other similar agreement with respect to an Acquisition Proposal (an “Alternative Acquisition Agreement”), or (v) resolve or publicly propose to take any action described in the foregoing clauses (i) through (iv) (each of the foregoing actions described in clauses (i) through (v) being referred to as a “Company Change in Recommendation”). (b) Notwithstanding anything in this Agreement to the contrary, including the foregoing Section 5.3(a), at any time prior to the Company Stockholder Approval, the Company Board of Directors may, if the Company Board of Directors determines in good faith (after consultation with the Company Financial Advisor or another financial advisor of nationally recognized reputation and outside legal counsel) that the failure to do so would be inconsistent with the directors’ fiduciary duties to the Company Stockholders under applicable Laws, (i) make a Company Change in Recommendation in response to either (x) the Company’s receipt of a bona fide written and, following the Solicitation Period Termination Date (with respect to any Person other than an Excluded Party) and following the Go-Shop Period Termination Date (with respect to any Third Party), an unsolicited Acquisition Proposal from a Third Party after the date hereof and that does not result from a breach of Section 5.2 that would, if this Agreement was not amended, constitute a Superior Proposal or (y) any event, change, or development occurring or arising after the date hereof, or any fact or circumstance, which event, change, development, fact, or circumstance was not actually known, appreciated or understood by the Company Board of Directors as of the date hereof and not relating to any Acquisition Proposal (such fact, event, change, development, or circumstance, an “Intervening Event”) or (ii) cause the Company to terminate this Agreement pursuant to Section 8.1(d) in response to such Superior Proposal; provided, however, that, in the case of such Superior Proposal, (A) no Company Change in Recommendation pursuant to this Section 5.3(b) may be made and (B) no termination of this Agreement pursuant to Section 8.1(d) may be made, in either case (1) until after the fifth (5th) Business Day following Parent’s receipt of written notice from the Company advising Parent that the Company Board of Directors intends to make a Company Change in Recommendation or terminate this Agreement pursuant to Section 8.1(d) and stating that the Company Board of Directors intends to cause the Company to enter into an Alternative Acquisition Agreement, and specifying the reasons therefor, including the identity of the Third Party making such Superior Proposal and a copy of such Alternative Acquisition Agreement (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 and an additional three (3) Business Day period and compliance with this Section 5.3(b) with respect to each such new notice), (2) unless during such five (5) Business Day period (and additional three (3) Business Day period), the Company shall, and shall cause its Representatives to, unless waived in writing by Parent, negotiate with Parent in good faith to make such adjustments to the terms and conditions of this Agreement as would enable the Company Board of Directors to proceed with making the Company Recommendation and not make such a Company Change in Recommendation or terminate this Agreement, and (3) unless, prior to the expiration of such five (5) Business Day period (and any additional three (3) Business Day period), Parent does not make a proposal to adjust the terms and conditions of this Agreement that the Company Board of Directors determines in good faith (after consultation with the Company Financial Advisor or another financial advisor of nationally recognized reputation and outside legal counsel) to be at least as favorable as the Superior Proposal; provided, further, that, in the case of an Intervening Event, no Company Change in Recommendation pursuant to this Section 5.3(b) may be made (A) until after the fifth (5th) Business Day following Parent’s receipt of written notice from the Company advising Parent that the Company Board of Directors intends to take such action and specifying the facts underlying the Company Board of Directors’ determination that an Intervening Event has occurred, and the reason for the Company Change in Recommendation, in reasonable detail (it being understood and agreed that any material change in such Intervening Event shall require a new written notice and an additional three (3) Business Day period and compliance with this Section 5.3(b) with respect to each such new notice), (B) unless during such five (5) Business Day period (and any additional three (3) Business Day period), the Company shall, and shall cause its Representatives to, to the extent expressly permitted requested by Parent, negotiate with Parent in good faith to enable Parent to amend this Agreement in such a manner that obviates the need for a Company Change in Recommendation, and (C) unless, by the expiration of such five (5) Business Day period (and any additional three (3) Business Day period), the Company Board of Directors determines in good faith, taking into consideration any amendments to this Agreement proposed by Parent (after consultation with the Company Financial Advisor or another financial advisor of nationally recognized reputation and outside legal counsel), that the failure to effect a Company Change in Recommendation would be inconsistent with the directors’ fiduciary duties to the Company Stockholders under applicable Laws. (c) Subject to Section 5.3(d): 6.1(e)(i), unless this Agreement is terminated pursuant to, and in accordance with, Section 8.1, (i) the Board of Directors obligation of the Company shall recommend that its stockholders to establish a record date for, duly call, give notice of, convene and hold the Special Meeting and to hold a vote in favor of the Company Stockholders on the adoption of this Agreement at the Company Stockholders’ Special Meeting (the “Company Board Recommendation”) and shall reaffirm (publicly, if so requested) the Company Board Recommendation within ten (10) calendar days after Parent requests in writing that such recommendation be reaffirmed (provided, that if a tender or exchange offer relating pursuant to the Company’s securities shall have been commenced by a Person unaffiliated with the Company, such reaffirmation Section 6.1 shall not be required less than limited or otherwise affected by the commencement, disclosure, announcement or submission to it of any Acquisition Proposal (10) business days after such tender whether or exchange offer has first been published, sent or given to the Company’s securityholdersnot a Superior Proposal), (ii) the Board of Directors of Parent shall recommend that its stockholders vote in favor of the approval of the Share Issuance at the Parent Stockholders’ Meeting (the “Parent Board Recommendation” and together with the Company Board Recommendation, the “Board Recommendations”) and shall reaffirm (publicly, if so requested) the Parent Board Recommendation within ten (10) calendar days after the Company requests in writing that such recommendation be reaffirmed (provided, that if a tender or exchange offer relating to Parent’s securities shall have been commenced by a Person unaffiliated with Parent, such reaffirmation shall not be required less than (10) business days after such tender or exchange offer has first been published, sent or given to the Company’s securityholders), (iii) the Prospectus/Joint Proxy Statement shall include a statement to the effect that each of the Board of Directors of the Company and Parent has made such applicable Board Change in Recommendation, and (ivii) neither the Board of Directors of in any case in which the Company nor makes a Company Change in Recommendation pursuant to this Section 5.3, the Board Company shall nevertheless submit this Agreement to a vote of Directors its stockholders at the Special Meeting for the purpose of Parent, nor any committee of either of them, shall withdraw, amend adopting this Agreement. (d) Nothing contained in Section 5.2 or modify, this Section 5.3 or propose or resolve to withdraw, amend or modify in a manner adverse to the other party, their respective Board Recommendations. Nothing elsewhere in this Agreement shall prohibit Parent’s Board of Directors the Company from (Ai) taking and disclosing to its stockholders a position contemplated by Rule 14d-9, Rule 14e-2(a) or Item 1012(a) of Regulation M-A promulgated under the Exchange Act or complying with the provisions of Rule 14d-9 promulgated under the Exchange Act, or (Bii) making any disclosure to its stockholders the Company Stockholders, if, the Company Board of Directors determines in good faith, after consultation with outside counsel, that the failure of which to disclose do so would result in a breach of Parent’s be inconsistent with the Company Board of Directors’ fiduciary duties or would violate applicable Law; provided, however, that, in no event shall the Company Board of Directors take any action prohibited by Section 5.2 or this Section 5.3 without complying with the terms of such provision. In addition, it is understood and agreed that, for purposes of this Agreement, any disclosure that constitutes a stop, look, and listen communication or similar communication of the type contemplated by Section 14d-9(f) promulgated under the Exchange Act or similar communication to its stockholders under Delaware Law (eachthe Company Stockholders shall not constitute a Company Change in Recommendation or an approval or recommendation with respect to any Acquisition Proposal, so long as such communication includes a “Permitted Parent Action”)statement that the Company Board continues to support the Company Recommendation.

Board Recommendation. Except to the extent expressly permitted by Section 5.3(d): (i) Subject to the Board provisions of Directors of this Section 7.1(c), (A) the Company Board shall (x) recommend that its the Company’s stockholders vote in favor of adoption of adopt this Agreement at in accordance with the Company Stockholders’ Meeting applicable provisions of Delaware Law (the “Company Board Recommendation”) and (y) include the Company Board Recommendation in the Proxy Statement, and (B) neither the Company Board nor any committee thereof shall (1) fail to make, withdraw, amend, modify or qualify the Company Board Recommendation in a manner that is adverse to Newco, or publicly propose to withhold, withdraw, amend, modify or qualify the Company Board Recommendation in a manner that is adverse to Newco, (2) approve, endorse, adopt or recommend, or publicly propose to approve, endorse, adopt or recommend, an Acquisition Proposal or Acquisition Transaction, (3) fail to publicly reaffirm (publicly, if so requested) the Company Board Recommendation within ten three (103) calendar days Business Days after Parent Newco so requests in writing that such recommendation be reaffirmed (provided, that if following any public statement by a tender stockholder of the Company or exchange offer relating a member of the Company Board expressing opposition to the Company’s securities Merger or the Merger Consideration (it being understood that the Company Board shall have been commenced by a Person unaffiliated with no obligation to so reaffirm the Company, such reaffirmation shall not be required less Company Board Recommendation on more than (10) business days after such tender or exchange offer has first been published, sent or given to the Company’s securityholderstwo occasions), (ii4) the Board of Directors of Parent shall recommend that its stockholders vote in favor of the approval of the Share Issuance at the Parent Stockholders’ Meeting (the “Parent Board Recommendation” and together with fail to include the Company Board Recommendation, Recommendation in the “Board Recommendations”Proxy Statement or (5) and shall reaffirm (publicly, if so requested) fail to publicly recommend against any Acquisition Proposal or Acquisition Transaction subject to Regulation 14D under the Parent Board Exchange Act in a Solicitation/Recommendation Statement on Schedule 14D-9 within ten (10) calendar days Business Days after the Company requests commencement of such Acquisition Proposal or Acquisition Transaction (the actions or inactions referred to in writing that such recommendation be reaffirmed the preceding clauses (provided, that if a tender or exchange offer relating to Parent’s securities shall have been commenced by a Person unaffiliated with Parent, such reaffirmation shall not be required less than (10) business days after such tender or exchange offer has first been published, sent or given to the Company’s securityholders1), (iii2), (3), (4) the Prospectus/Joint Proxy Statement shall include and (5) being referred to herein as a statement “Company Board Recommendation Change”). (ii) Notwithstanding anything to the effect that each of the Board of Directors of contrary set forth in this Agreement, the Company and Parent has made such applicable Board Recommendation, and (iv) neither may effect a Company Board Recommendation Change at any time prior to obtaining the Board of Directors of Requisite Stockholder Approval in the Company nor the Board of Directors of Parent, nor any committee of either of them, shall withdraw, amend or modify, or propose or resolve to withdraw, amend or modify in a manner adverse to the other party, their respective Board Recommendations. Nothing in this Agreement shall prohibit Parent’s Board of Directors from event that: (A) taking and disclosing to its stockholders the Company Board has received a position contemplated by Rule 14e-2(abona fide written Acquisition Proposal after the date of this Agreement that was not solicited in violation of Section 6.1, Section 6.2(a) under the Exchange Act or complying with the provisions in material violation of Rule 14d-9 promulgated under the Exchange Act, or Section 6.2(b); (B) The Company Board determines in good faith (after consultation with its financial advisor and its outside legal counsel) that such Acquisition Proposal is a Superior Proposal (which determination and any public announcement thereof shall not constitute a Company Board Recommendation Change); (C) prior to effecting such Company Board Recommendation Change, the Company Board shall have given Newco at least three (3) Business Days’ notice of its intention to effect a Company Board Recommendation Change pursuant to this Section 7.1(c)(ii) (the “Change of Recommendation Notice Period”) (which notice shall include the most current version of the proposed definitive agreement (which shall be marked to show changes to this Agreement) and, to the extent not included therein, all material terms and conditions of such Superior Proposal and the identity of the Person making any disclosure to its stockholders the failure of which to disclose would result in a breach of Parent’s Board of Directors’ fiduciary duties to its stockholders under Delaware Law (each, a “Permitted Parent Action”such Superior Proposal).;

Board Recommendation. Except (a) Subject to the extent expressly permitted by terms of Section 5.3(d): 5.3(c) hereof, the Special Committee and the Company Board of Directors shall (i) recommend that the holders of the Shares adopt this Agreement in accordance with the applicable provisions of the DGCL (the “Company Recommendation”), and (ii) include the Company Recommendation in the Proxy Statement. (b) Subject to Section 5.3(c), neither the Company Board of Directors, the Special Committee nor any other committee of the Company Board of Directors of shall withdraw, qualify, modify, change or amend (or propose publicly to withdraw, qualify, modify, change or amend) in any manner adverse to Parent or Purchaser (including pursuant to the Proxy Statement or any amendment thereto), the Company shall recommend that its stockholders vote Recommendation (a “Company Change in favor Recommendation”). (c) Notwithstanding anything to the contrary in this Agreement, the Company Board of Directors and the Special Committee may effect a Company Change in Recommendation at any time prior to the adoption of this Agreement at by the Company Stockholders’ Meeting stockholders of the Company, if: (the “Company Board Recommendation”i) and shall reaffirm (publicly, if so requestedA) the Company Board Recommendation within ten of Directors or the Special Committee has received an Acquisition Proposal (10that has not been withdrawn) calendar days after Parent requests in writing that such recommendation be reaffirmed (provided, that if constitutes a tender or exchange offer relating to the Company’s securities shall have been commenced by a Person unaffiliated with the Company, such reaffirmation shall not be required less than (10) business days after such tender or exchange offer has first been published, sent or given to the Company’s securityholders)Superior Proposal, (iiB) the Company Board of Directors of or the Special Committee determines in good faith, After Consultation and after considering in good faith any counter-offer or proposal made by Parent shall recommend that its stockholders vote in favor of during the approval of the Share Issuance at the Parent Stockholders’ Meeting three (the “Parent Board Recommendation” and together with the Company Board Recommendation, the “Board Recommendations”3) and shall reaffirm Business Day period contemplated by clause (publicly, if so requestedD) the Parent Board Recommendation within ten (10) calendar days after the Company requests in writing that such recommendation be reaffirmed (providedbelow), that if a tender or exchange offer relating to Parent’s securities shall have been commenced by a Person unaffiliated with Parent, such reaffirmation shall not be required less than (10) business days after such tender or exchange offer has first been published, sent or given to the Company’s securityholders), (iii) the Prospectus/Joint Proxy Statement shall include a statement to the effect that each of the Board of Directors of the Company and Parent has made such applicable Board Recommendation, and (iv) neither the Board of Directors of the Company nor the Board of Directors of Parent, nor any committee of either of them, shall withdraw, amend or modify, or propose or resolve to withdraw, amend or modify in a manner adverse to the other party, their respective Board Recommendations. Nothing in this Agreement shall prohibit Parent’s Board of Directors from (A) taking and disclosing to its stockholders a position contemplated by Rule 14e-2(a) under the Exchange Act or complying with the provisions of Rule 14d-9 promulgated under the Exchange Act, or (B) making any disclosure to its stockholders the failure to effect a Company Change in Recommendation in light of which such Superior Proposal would be reasonably likely to disclose would result in a breach of the fiduciary duties of the Special Committee and of the Company Board of Directors to the Company’s stockholders under applicable law, (C) at least three (3) Business Days prior to the Company Board of Directors and/or the Special Committee making such Company Change in Recommendation, the Company shall have provided to Parent a written notice (a “Notice of Recommendation Change”) of its intention to make such Company Change in Recommendation (which notice shall not be deemed to be, in and of itself, a Company Change in Recommendation), specifying the material terms and conditions of such Superior Proposal, including a copy of such Superior Proposal to the extent that it is in writing and identifying the Person making such Superior Proposal, (D) during the three(3) Business Day period following Parent’s receipt of the Notice of Recommendation Change, the Company shall have given Parent the opportunity to meet with the Company and its Representatives, and at Parent’s request, shall have negotiated in good faith regarding the terms of possible revisions to the terms of this Agreement, and (E) if Parent shall not, within three (3) Business Days of Parent’s receipt of the Notice of Recommendation Change, have made a bona fide written offer (that will be binding upon Parent if accepted by the Company) that the Company Board of Directors’ Directors or the Special Committee determines in good faith, After Consultation, to be at least as favorable, from a financial point of view, to the Company’s stockholders as such Superior Proposal, provided that any material amendment to the terms of such Superior Proposal shall require a new notice to Parent and a new two (2) Business Day notice period; or (ii) other than in connection with an Acquisition Proposal (it being understood and hereby agreed that the Company Board of Directors and the Special Committee shall not effect a Company Change of Recommendation in connection with an Acquisition Proposal other than pursuant to the immediately preceding clause (i) of this Section 5.3(c)), (A) the Company Board of Directors and the Special Committee determines in good faith (After Consultation) that the failure to effect a Company Change in Recommendation would be reasonably likely to result in a breach of its fiduciary duties to its the Company’s stockholders under Delaware Law applicable law and (eachB) at least three (3) Business Days prior to such Company Change in Recommendation, the Company shall have provided to Parent a Notice of Recommendation Change of its intention to make such Company Change in Recommendation (which notice shall not be deemed to be, in and of itself, a “Permitted Company Change in Recommendation), specifying the circumstances for such proposed Company Change in Recommendation, and (C) during the three (3) Business Day period following Parent’s receipt of the Notice of Recommendation Change, the Company shall have given Parent Action”the opportunity to meet with the Company and its Representatives, and at Parent’s request, shall have negotiated in good faith regarding the terms of possible revisions to the terms of this Agreement. (d) Notwithstanding anything to the contrary in, and without limiting the Company’s obligations under, this Section 5.3, the Company shall not be entitled to enter into any binding agreement (other than a confidentiality agreement as contemplated by Section 5.2(b)), including a letter of intent, with respect to a Superior Proposal unless this Agreement has been or concurrently is terminated pursuant to Section 8.1 and Parent has received, by wire transfer of immediately available funds, the Termination Fee.

Board Recommendation. Except to the extent expressly permitted by Section 5.3(d): (i) Subject to the Board provisions of Directors of this Section 7.1(c), (A) the Company Board shall (x) recommend that its the Company’s stockholders vote in favor of adoption of adopt this Agreement at in accordance with the Company Stockholders’ Meeting applicable provisions of Delaware Law (the “Company Board Recommendation”) and (y) include the Company Board Recommendation in the Proxy Statement, and (B) neither the Company Board nor any committee thereof shall reaffirm (publicly1) fail to make, if so requestedwithdraw, amend, qualify or modify the Company Board Recommendation in a manner that is adverse to Newco, or publicly propose to withhold, withdraw, amend, qualify or modify the Company Board Recommendation in a manner that is adverse to Newco, or (2) approve, endorse, adopt or recommend, or publicly propose to approve, endorse, adopt or recommend, an Acquisition Proposal or Acquisition Transaction other than the Merger (the actions or inactions referred to in the preceding clauses (1) and (2) being referred to herein as a “Company Board Recommendation Change”). (ii) Notwithstanding anything to the contrary set forth in this Agreement, the Company Board may effect a Company Board Recommendation Change at any time prior to obtaining the Requisite Stockholder Approval in the event that: (A) the Company Board has received a written Acquisition Proposal after the date of this Agreement that was not solicited in material violation of Section 6.2(a); (B) The Company Board determines in good faith (after consultation with its financial advisor and its outside legal counsel) that such Acquisition Proposal is a Superior Proposal (which determination and any public announcement thereof shall not constitute a Company Board Recommendation within ten Change); (10C) calendar days after Parent requests prior to effecting such Company Board Recommendation Change, the Company Board shall have given Newco at least three (3) Business Days’ written notice of its intention to effect a Company Board Recommendation Change pursuant to this Section 7.1(c)(ii) (the “Board Recommendation Notice Period”) (which notice shall include the most current version of the proposed definitive agreement and, to the extent not included therein, all material terms and conditions of such Superior Proposal and the identity of the Person making such Superior Proposal); (D) if requested by Newco, during the Board Recommendation Notice Period, the Company shall have met and negotiated with Newco regarding modifications to the terms and conditions of this Agreement so that such Superior Proposal ceases to be a Superior Proposal; (E) prior to the end of the Board Recommendation Notice Period, Newco shall not have made a counter-offer or proposal in writing that such recommendation be reaffirmed (providedand in a manner that, that if a tender or exchange offer relating to the Company’s securities shall have been commenced accepted by a Person unaffiliated with the Company, such reaffirmation shall not be required less than (10) business days after such tender or exchange offer has first been publishedwould form a binding contract, sent or given to the Company’s securityholders), (ii) the Board of Directors of Parent shall recommend that its stockholders vote in favor of the approval of the Share Issuance at the Parent Stockholders’ Meeting (the “Parent Board Recommendation” and together with the Company Board Recommendation, the “Board Recommendations”determines (after consultation with its financial advisor and its outside legal counsel) and shall reaffirm (publicly, if so requested) the Parent Board Recommendation within ten (10) calendar days after is at least as favorable to the Company requests in writing Stockholders as such Superior Proposal (it being understood that such recommendation be reaffirmed (provided, that if a tender or exchange offer relating to Parent’s securities shall have been commenced by a Person unaffiliated with Parent, such reaffirmation shall not be required less than (10x) business days after such tender or exchange offer has first been published, sent or given any material revision to the Company’s securityholders)terms of a Superior Proposal, (iii) the Prospectus/Joint Proxy Statement shall include a statement to the effect that each of the Board of Directors of the Company and Parent has made such applicable Board Recommendationincluding, and (iv) neither the Board of Directors of the Company nor the Board of Directors of Parent, nor any committee of either of themrevision in price, shall withdraw, amend or modify, or propose or resolve require a new written notice pursuant to withdraw, amend or modify in a manner adverse to the other party, their respective Board Recommendations. Nothing in this Agreement shall prohibit Parent’s Board of Directors from clause (AC) taking and disclosing to its stockholders a position contemplated by Rule 14e-2(a) under the Exchange Act or complying with the provisions of Rule 14d-9 promulgated under the Exchange Act, or (B) making any disclosure to its stockholders the failure of which to disclose would result in a breach of Parent’s Board of Directors’ fiduciary duties to its stockholders under Delaware Law (each, a “Permitted Parent Action”).above,

Board Recommendation. Except (a) Subject to Section 5.7(b), neither the Board of Directors of the Company nor any committee thereof shall (i) withdraw, qualify, modify or amend (or publicly propose to withdraw, qualify, modify or amend) in any manner adverse to Buyer, the Company Recommendation or take any action or make any statement, filing or release, in connection with the Company Shareholders Meeting or otherwise, inconsistent with the Company Recommendation (it being understood that taking a neutral position or no position with respect to an Acquisition Proposal shall each be considered an adverse modification of the Company Recommendation) or (ii) approve or recommend (or propose publicly to approve or recommend) any Acquisition Proposal (each of the foregoing is referred to herein as a “Company Change in Recommendation”). (b) Notwithstanding the provisions of Section 5.7(a), if, prior to the extent expressly permitted Company Shareholders Meeting, the Board of Directors of the Company determines in good faith that the failure to make a Company Change in Recommendation would result in a breach by Section 5.3(d): the Board of Directors of the Company of its fiduciary duties to the Company’s shareholders under applicable Law, and (i) the Board of Directors of the Company shall recommend that has consulted with its stockholders vote outside counsel and an additional law firm with expertise in favor corporate transactions in the State of adoption of this Agreement at the Company Stockholders’ Meeting (the “Company Board Recommendation”) Israel and shall reaffirm (publicly, if so requested) the Company Board Recommendation within ten (10) calendar days after Parent requests in writing that such recommendation be reaffirmed (provided, that if a tender or exchange offer relating to the Company’s securities shall have been commenced by a Person unaffiliated with the Company, such reaffirmation shall not be required less than (10) business days after such tender or exchange offer has first been published, sent or given to the Company’s securityholders), (ii) if such determination is based on the Board of Directors of Parent shall recommend that its stockholders vote in favor value of the approval of the Share Issuance at the Parent Stockholders’ Meeting (the “Parent Board Recommendation” and together Merger Consideration but is not being made in connection with the Company Board Recommendationa Superior Proposal, the “Board Recommendations”) and shall reaffirm (publicly, if so requested) the Parent Board Recommendation within ten (10) calendar days after the Company requests in writing that such recommendation be reaffirmed (provided, that if a tender or exchange offer relating to Parent’s securities shall have been commenced by a Person unaffiliated with Parent, such reaffirmation shall not be required less than (10) business days after such tender or exchange offer has first been published, sent or given to the Company’s securityholders), (iii) the Prospectus/Joint Proxy Statement shall include a statement to the effect that each of the Board of Directors of the Company and Parent has made consulted with a financial advisor of internationally recognized reputation with regard to, among other things, the fairness, from a financial point of view, of the Merger Consideration as of the date of such applicable Board Recommendationdetermination to the holders of Company Shares, and (iv) neither then the Board of Directors of the Company nor may make a Company Change in Recommendation. In addition to the foregoing requirements, in the event of a Company Change in Recommendation resulting from a Superior Proposal, the Board of Directors of Parentthe Company may make a Company Change in Recommendation only (i) after the Company provides to Buyer a written notice (a “Notice of Superior Proposal”) (A) advising Buyer that the Board of Directors of the Company has received, and intends to accept, a Superior Proposal, (B) specifying the material terms and conditions of such Superior Proposal, including the amount that the Company’s shareholders will receive per Company Share (valuing any non-cash consideration at what the Board of Directors of the Company determines in good faith, after consultation with its independent financial advisor, to be the fair value of such non-cash consideration) and including a copy thereof with all accompanying documentation, and (C) identifying the person making such Superior Proposal, (ii) after cooperating in good faith with Buyer for a period of not less than five business days to make such adjustments in the terms and conditions of this Agreement as would enable the Company to proceed with the Company Recommendation without a Company Change in Recommendation (provided, however, that any determination by Buyer to propose to make such adjustment to the terms and conditions of this Agreement shall be at the discretion of Buyer at the time), and (iii) if Buyer does not, within five business days of Buyer’s receipt of the Notice of Superior Proposal, make an offer that the Board of Directors of the Company determines in good faith (after consultation with a financial advisor of nationally recognized reputation) to be as favorable to the Company’s shareholders as such Superior Proposal. (c) Neither the Board of Directors of Buyer nor any committee of either of them, thereof shall withdraw, qualify, modify or amend (or modify, or publicly propose or resolve to withdraw, amend qualify, modify or modify amend) in a any manner adverse to the other partyCompany, their respective Board Recommendations. Nothing the Buyer Recommendation or make any statement, filing or release, in this Agreement shall prohibit Parent’s Board of Directors from (A) taking and disclosing to its stockholders a position contemplated by Rule 14e-2(a) under the Exchange Act or complying connection with the provisions Buyer Shareholders Meeting or otherwise, inconsistent with the Buyer Recommendation (it being understood that taking a neutral position or no position shall each be considered an adverse modification of Rule 14d-9 promulgated under the Exchange Act, or Buyer Recommendation) (B) making any disclosure each of the foregoing is referred to its stockholders the failure of which to disclose would result in a breach of Parent’s Board of Directors’ fiduciary duties to its stockholders under Delaware Law (each, herein as a “Permitted Parent ActionBuyer Change in Recommendation”).

Board Recommendation. Except (A) Subject to the extent expressly permitted by terms of Section 5.3(d): 5.3(c) hereof, the Company Board shall (i) make the Board of Directors Company Recommendation, (ii) direct that this Agreement be submitted to the holders of the Company Shares for their adoption at the Special Meeting, and (iii) include the Company Recommendation in the Proxy Statement. (B) Subject to Section 5.3(c), neither the Company Board nor any committee thereof shall recommend that its stockholders vote (i) withdraw, qualify, modify, change or amend in favor of adoption any manner adverse to the transactions contemplated by this Agreement, Parent or Merger Sub (including pursuant to the Proxy Statement), the Company Recommendation, the approval by the Company Board of this Agreement at and the transactions contemplated hereby, including the Merger, (ii) fail to reconfirm the Company Stockholders’ Meeting Recommendation or its approval of this Agreement, the Merger or any other transaction contemplated by this Agreement promptly, and in any event within two business days, following Parent's request to do so (A) if Parent makes such request following the “Company Board Recommendation”time at which an Acquisition Proposal made by a third party shall have been publicly announced or shall otherwise have become public (provided that Parent may not make such a request on more than one occasion with respect to any particular Acquisition Proposal unless, since any prior such request by Parent, the price or other material terms of such Acquisition Proposal have changed) and shall reaffirm or (publicly, B) if so requested) one or more members of the Company Board Recommendation within ten (10) calendar days after Parent requests in writing shall have taken any action publicly or that shall have become public that indicates that such recommendation be reaffirmed member or members of the Company Board do not unanimously support the Merger), (providediii) approve or recommend (or propose publicly to approve or recommend) any Acquisition Proposal, that (iv) if a tender offer or exchange offer relating that, if successful, would result in any Person or "group" (as defined under Section 13(d) of the Exchange Act) becoming a beneficial owner of ten percent (10%) or more of the outstanding Company Shares is commenced (other than by Parent or Merger Sub), fail to recommend that the Company’s securities shall have been commenced by a Person unaffiliated with the Company, such reaffirmation shall 's stockholders not be required less than (10) business days after tender their Shares in such tender or exchange offer has first been publishedwithin five business days following such commencement, sent (v) except in connection with a termination of this Agreement pursuant to Section 7.1(f), permit the Company or given any Company Subsidiary to enter into any Contract (other than a confidentiality agreement as contemplated by Section 5.2(d)), including any letter of intent or understanding, with respect to any Acquisition Proposal, or (vi) except in connection with a termination of this Agreement pursuant to Section 7.1(f), resolve or propose to take any action described in clauses (i) through (v) (each of the foregoing actions described in clauses (i) through (vi) being referred to as a "Company Change in Recommendation"). (C) Notwithstanding anything to the Company’s securityholders)contrary contained in this Agreement, (ii) the Board of Directors of Parent shall recommend that its stockholders vote in favor of the approval of the Share Issuance at the Parent Stockholders’ Meeting (the “Parent Board Recommendation” and together with the Company Board Recommendation, may effect a Company Change in Recommendation at any time (but in the “Board Recommendations”) and shall reaffirm case of a Company Change in Recommendation specified in clauses "(publicly, if so requested) the Parent Board Recommendation within ten (10) calendar days after the Company requests in writing that such recommendation be reaffirmed (provided, that if a tender or exchange offer relating to Parent’s securities shall have been commenced by a Person unaffiliated with Parent, such reaffirmation shall not be required less than (10) business days after such tender or exchange offer has first been published, sent or given to the Company’s securityholdersii), ," "(iii) the Prospectus/Joint Proxy Statement shall include a statement to the effect that each of the Board of Directors of the Company and Parent has made such applicable Board Recommendation, and (iv) neither the Board of Directors of the Company nor the Board of Directors of Parent, nor any committee of either of them, shall withdraw, amend )," or modify, or propose or resolve to withdraw, amend or modify in a manner adverse to the other party, their respective Board Recommendations. Nothing in this Agreement shall prohibit Parent’s Board of Directors from (A) taking and disclosing to its stockholders a position contemplated by Rule 14e-2(a) under the Exchange Act or complying with the provisions of Rule 14d-9 promulgated under the Exchange Act, or (B) making any disclosure to its stockholders the failure of which to disclose would result in a breach of Parent’s Board of Directors’ fiduciary duties to its stockholders under Delaware Law (each, a “Permitted Parent Action”)."

Board Recommendation. Except to the extent expressly permitted by Section 5.3(d): (i) the The Ownership Board of Directors of the Company shall recommend that its stockholders the Shareholders vote in favor of adoption of to approve and adopt this Agreement at and the Company Stockholders’ Meeting Transactions (the “Company Ownership Board Recommendation”) at the Shareholders Meeting as contemplated by Section 5.9 and shall reaffirm not withdraw, modify or amend in any manner adverse to Buyer the Ownership Board Recommendation (publiclya “Change in Recommendation”); provided that, notwithstanding anything to the contrary set forth in this Agreement, the Ownership Board may effect a Change in Recommendation at any time prior to obtaining the Required Shareholder Approval, if so requestedand only if: (a) the Company Ownership Board has received an Acquisition Proposal from a Third Party that the Ownership Board determines in good faith, after consultation with its financial advisors and outside legal counsel, constitutes a Superior Proposal; (b) such Acquisition Proposal shall not have resulted from a material breach by Seller or its Representatives of the terms of Section 5.7; (c) Seller shall have provided to Buyer a written notice of its intention to make such Change in Recommendation within ten (10a “Notice of Recommendation Change”) calendar days after Parent requests ninety-six hours prior to effecting such Change in writing that Recommendation, which shall include a copy of such recommendation be reaffirmed (providedAcquisition Proposal and, that if a tender applicable, copies of any written materials received from or exchange offer relating on behalf of such Person or group of Persons in connection with such Acquisition Proposal as of such time to the Companyextent not already made available to Buyer (it being agreed that neither the delivery of a Notice of Recommendation Change nor any public announcement thereof that Seller has determined in good faith after consultation with its outside legal counsel it is required to make under applicable Law shall constitute a Change in Recommendation); (d) during such ninety-six hour period following Seller’s securities shall have been commenced by delivery of a Person unaffiliated with the Company, such reaffirmation shall not be required less than (10) business days after such tender or exchange offer has first been published, sent or given to the Company’s securityholders), (ii) the Board Notice of Directors of Parent shall recommend that its stockholders vote in favor of the approval of the Share Issuance at the Parent Stockholders’ Meeting Recommendation Change (the “Parent Board Recommendation” and together Matching Period”), Seller shall, if requested by Buyer, negotiate in good faith with Buyer regarding any proposed revisions to the Company Board Recommendationterms of this Agreement in response to such Acquisition Proposal; (e) at the end of the Matching Period, the “Ownership Board Recommendations”) determines in good faith, after consultation with its financial advisors and shall reaffirm outside legal counsel (publicly, if so requested) and taking into account any amendment or modification to the Parent Board Recommendation within ten (10) calendar days after the Company requests terms of this Agreement that Buyer has irrevocably agreed in writing to make), that such recommendation Acquisition Proposal continues to constitute a Superior Proposal, and that the failure to take such action would be reaffirmed inconsistent with its fiduciary duties under applicable Law; and (provided, f) any material amendment or modification to any Acquisition Proposal contemplated by Section 5.8(a) shall require a new Notice of Recommendation Change and Buyer shall be afforded a new Matching Period (except that if a tender or exchange offer relating to Parent’s securities shall have been commenced by a Person unaffiliated with Parent, such reaffirmation shall not be required less than (10) business days after such tender or exchange offer has first been published, sent or given references to the Company’s securityholders), (iii) the Prospectus/Joint Proxy Statement “ninety-six hour period” shall include a statement be deemed to the effect that each of the Board of Directors of the Company and Parent has made such applicable Board Recommendation, and (iv) neither the Board of Directors of the Company nor the Board of Directors of Parent, nor any committee of either of them, shall withdraw, amend or modify, or propose or resolve be references to withdraw, amend or modify in a manner adverse to the other party, their respective Board Recommendations. Nothing in this Agreement shall prohibit Parent’s Board of Directors from (A) taking and disclosing to its stockholders a position contemplated by Rule 14e-2(a) under the Exchange Act or complying with the provisions of Rule 14d-9 promulgated under the Exchange Act, or (B) making any disclosure to its stockholders the failure of which to disclose would result in a breach of Parent’s Board of Directors’ fiduciary duties to its stockholders under Delaware Law (each, a “Permitted Parent Actionforty-eight hour period”).

Board Recommendation. Except to LMI has agreed in the extent expressly permitted by Section 5.3(d): (i) Merger Agreement that neither the LMI Board of Directors of the Company shall recommend Directors, nor any committee thereof will (each action constituting a Change in Recommendation): • withdraw, qualify or modify, amend or fail to make or publicly propose to withdraw, qualify or modify or amend its recommendation that its stockholders vote in favor of adoption of this Agreement at the Company Stockholders’ Meeting (the “Company Board Recommendation”) and shall reaffirm (publicly, if so requested) the Company Board Recommendation within ten (10) calendar days after Parent requests in writing that such recommendation be reaffirmed (provided, that if a tender or exchange offer relating to the CompanyLMI’s securities shall have been commenced by a Person unaffiliated with the Company, such reaffirmation shall not be required less than (10) business days after such tender or exchange offer has first been published, sent or given to the Company’s securityholders), (ii) the Board of Directors of Parent shall recommend that its stockholders vote in favor of the Share Issuance, which we refer to as the LMI Board Recommendation; • make any public statement inconsistent with the LMI Board Recommendation; or • approve or adopt, or recommend, the approval or adoption of, or publicly propose to approve or adopt a Competing Parent Transaction. Notwithstanding the foregoing, the LMI Board of Directors may, at any time prior to receiving stockholder approval of the Share Issuance Issuance, make a Change in Recommendation in response to: • receipt by LMI of a bona fide offer or proposal with respect to a Competing Parent Transaction if LMI has not violated the provisions described in “—No Solicitation of Transactions” above; or • the occurrence of an Intervening Event, which is defined below; provided, in each case, the LMI Board of Directors determined in its good faith judgment, after consultation with outside legal counsel, that the failure to make a Change in Recommendation would be a breach of its fiduciary duties under applicable law, and, with respect to a proposed Competing Parent Transaction, that such offer or proposal constitutes a Superior Proposal. Table of Contents The Merger Agreement provides that the term “Intervening Event” means any event, development or change in circumstances with respect to LMI (1) which first occurs or comes to the attention of the LMI Board of Directors after the date of the Merger Agreement and prior to obtaining the LMI stockholder approval, (2) that is material to LMI and its subsidiaries, taken as a whole, (3) which was not known or foreseen and could not reasonably have been known or foreseen by the LMI Board of Directors as of or prior to the date of the Merger Agreement, (4) does not include or relate to a Competing Parent Transaction, and (5) does not involve or relate to GetGo or any other entity Citrix will contribute to GetGo. However, none of the following, either alone or in combination, shall be deemed to constitute an “Intervening Event”: • events, circumstances, changes or effects affecting general business, economic or political conditions, the industries or segments thereof in which LMI and its subsidiaries operate, or the financial, credit or securities markets in the United States or in any other country or region in the world; • events, circumstances, changes or effects arising out of, or attributable to, changes (or proposed changes) or modifications in GAAP, other applicable accounting standards or applicable law or the interpretation or enforcement thereof; • events, circumstances, changes or effects arising out of, or attributable to, the announcement of the execution of, or the consummation of the transactions contemplated by, the Merger Agreement or the identity of the parties to the Merger Agreement; • the status of the Merger under the HSR Act or any other antitrust laws; • events, circumstances, changes or effects arising out of, or attributable to, any action taken or omitted to be taken pursuant to the Merger Agreement, the Separation Agreement, the Loan Agreement or any of the other agreements ancillary to the foregoing; • any potential acquisition or disposition of any other individual or entity or assets by LMI or any of its subsidiaries; • any change in the price or trading volume of LMI common stock; • meeting or exceeding, or failing to meet or exceed, internal or other estimates, expectations, forecasts, plans, projections or budgets for any period; or • any matter relating to the foregoing or consequences of the foregoing. LMI may not make a Change in Recommendation under the circumstances described above, unless: • LMI has provided written notice to Citrix advising Citrix that the LMI Board has received a Superior Proposal or that an Intervening Event has occurred promptly after the LMI Board determines to make a Change in Recommendation in response to a Superior Proposal or Intervening Event, stating that the LMI Board intends to make a Change in Recommendation and describing the material terms and conditions of such Superior Proposal or the material facts and circumstances of such Intervening Event; and • Citrix does not, within five business days of receipt of the notice described above, make a written offer or proposal to revise the terms of the Merger Agreement in a manner that the LMI Board determines in its good faith judgment, after consulting with a financial advisor of nationally recognized reputation and outside legal counsel, to be at least as favorable to LMI’s stockholders as such Superior Proposal or, in the Parent Stockholders’ Meeting case of an Intervening Event, after consulting with outside legal counsel, permits the Board (consistent with its fiduciary duties under applicable laws) to not make a Change in Recommendation; provided, however, that, during the “Parent Board Recommendation” notice period, LMI must negotiate in good faith with Citrix (to the extent Citrix desires to negotiate) regarding any such revised transaction proposal; and provided, further, that any amendment to the terms of such Superior Proposal or any material change to the facts and circumstances of the Intervening Event during the Notice Period will require a new written notice from LMI describing such amendment or material change and an additional three business day notice period. Table of Contents The Merger Agreement provides that LMI is not prohibited from making disclosures to its stockholders of any proposal or offer with respect to a Competing Transaction under applicable law or under Item 1012(a) of Regulation M-A or Rule 14e-2(a) or Rule 14d-9 of the Securities Exchange Act of 1934, as amended, which, together with the Company Board Recommendationrules and regulations promulgated thereunder, we refer to as the “Board Recommendations”) and shall reaffirm (publiclyExchange Act. However, if so requested) the Parent Board Recommendation within ten (10) calendar days after the Company requests in writing that such recommendation be reaffirmed (provided, that if a tender or exchange offer relating to Parent’s securities shall have been commenced by a Person unaffiliated with Parent, such reaffirmation shall not be required less than (10) business days after such tender or exchange offer has first been published, sent or given to the Company’s securityholders), (iii) the Prospectus/Joint Proxy Statement shall include a statement to the effect that each of the Board of Directors of the Company and Parent has made such applicable Board Recommendation, and (iv) neither the LMI Board of Directors of the Company nor the Board of Directors of Parent, nor any committee thereof is permitted to (i) make a Change in Recommendation in connection with such disclosure unless permitted by the events described above and (ii) any public statement made that relates to a Competing Parent Transaction will be deemed to be a Change in Recommendation unless the LMI Board references or otherwise reaffirms the LMI Board Recommendation in such public statement (it being understood that any “stop, look and listen” communication by or on behalf of either LMI pursuant to Rule 14d-9(f) will not be considered a Change in Recommendation). Any Change in Recommendation will not change the approval of them, shall withdraw, amend the LMI Board for purposes of causing any state takeover statute or modify, or propose or resolve other state law to withdraw, amend or modify in a manner adverse be inapplicable to the other party, their respective Board Recommendations. Nothing in this Agreement shall prohibit Parent’s Board of Directors from (A) taking and disclosing to its stockholders a position contemplated by Rule 14e-2(a) under the Exchange Act or complying with the provisions of Rule 14d-9 promulgated under the Exchange Act, or (B) making any disclosure to its stockholders the failure of which to disclose would result in a breach of Parent’s Board of Directors’ fiduciary duties to its stockholders under Delaware Law (each, a “Permitted Parent Action”)Transactions.

Board Recommendation. Except (a) Subject to the extent expressly permitted by Section 5.3(d): 6.1(b): (i) the Board Company hereby consents to the inclusion of Directors a description of the Company shall recommend that its stockholders vote in favor of adoption of this Agreement at the Company Stockholders’ Meeting (the “Company Board Recommendation”) and shall reaffirm (publicly, if so requested) the Company Board Recommendation within ten in the Offer Documents and the Registration Statement (10including the Offer Prospectus) calendar days after Parent requests in writing that such recommendation be reaffirmed (providedand the Circular. During the Pre-Closing Period, that if a tender or exchange offer relating to the Company’s securities shall have been commenced by a Person unaffiliated with the Company, such reaffirmation shall not be required less than (10) business days after such tender or exchange offer has first been published, sent or given to the Company’s securityholders), (ii) the Board of Directors of Parent shall recommend that its stockholders vote in favor of the approval of the Share Issuance at the Parent Stockholders’ Meeting (the “Parent Board Recommendation” and together with neither the Company Board Recommendation, the “Board Recommendations”) and shall reaffirm (publicly, if so requested) the Parent Board Recommendation within ten (10) calendar days after the Company requests in writing that such recommendation be reaffirmed (provided, that if a tender or exchange offer relating to Parent’s securities shall have been commenced by a Person unaffiliated with Parent, such reaffirmation shall not be required less than (10) business days after such tender or exchange offer has first been published, sent or given to the Company’s securityholders), (iii) the Prospectus/Joint Proxy Statement shall include a statement to the effect that each of the Board of Directors of the Company and Parent has made such applicable Board Recommendation, and (iv) neither the Board of Directors of the Company nor the Board of Directors of Parent, nor any committee of either of them, or director thereof shall withdraw, amend or modify, or propose or resolve to withdraw, amend (i)(A) withdraw (or modify in a manner adverse to Parent or the Merger Subs), or publicly propose to withdraw (or modify in a manner adverse to Parent or the Merger Subs), the Company Board Recommendation or (B) approve, recommend or declare advisable, or publicly propose to approve, recommend or declare advisable, any Takeover Proposal (any action described in this clause (i) being referred to as a “Company Adverse Change Recommendation”); (ii) fail to publicly reaffirm its recommendation of this Agreement within ten (10) Business Days after Parent so requests in writing, provided that, unless a Takeover Proposal will have been publicly disclosed, Parent may only make such request once every thirty (30) days; (iii) approve, recommend or declare advisable, or propose to approve, recommend or declare advisable, or allow the Company to execute or enter into any Contract with respect to any Takeover Proposal, or requiring, or reasonably expected to cause, the Company to abandon, terminate, delay or fail to consummate, or that would otherwise materially impede, interfere with or be inconsistent with, the Transactions (other than an Acceptable Confidentiality Agreement) or (iv) take or fail to take any formal action or make or fail to make any recommendation or public statement in connection with a tender or exchange offer by a third party, their respective other than a recommendation against such offer or a “stop, look and listen” communication by the Company Board Recommendations. Nothing in this Agreement shall prohibit Parent’s Board (or a committee thereof) to the stockholders of Directors from (Athe Company pursuant to Rule 14d-9(f) taking and disclosing to its stockholders a position contemplated by Rule 14e-2(a) promulgated under the Exchange Act (or complying any substantially similar communication) (it being understood that the Company Board (or a committee thereof) may refrain from taking a position with respect to a Takeover Proposal until the close of business on the tenth (10th) Business Day after the commencement of a tender or exchange offer in connection with such Takeover Proposal without such action being considered a violation of this Section 6.1); and (ii) prior to the Parent Shareholder Approval, neither the board of directors of Parent nor any committee or director thereof shall fail to publicly reaffirm the Parent Recommendation within ten (10) Business Days after the Company so requests in writing, provided that, the Company may only make such request once every thirty (30) days. (b) Notwithstanding anything to the contrary contained in this Agreement, at any time prior to accepting, for the first time, for payment such number of Shares validly tendered and not properly withdrawn pursuant to the Offer as satisfies the Minimum Tender Condition (the “Offer Acceptance Time”), if the Company has received a bona fide written Takeover Proposal (which Takeover Proposal did not result from or arise out of a breach of Section 6.6) from any Person that has not been withdrawn and, after consultation with outside legal counsel and financial advisor, the Company Board has determined, in good faith, that such Takeover Proposal is a Superior Proposal, then (x) the Company Board may make a Company Adverse Change Recommendation, and (y) the Company may terminate this Agreement pursuant to Section 8.1(h) and enter into a Company Specified Agreement with respect to such Superior Proposal, in each case if and only if: (i) the Company Board shall have determined in good faith, after consultation with the Company’s outside legal counsel, that the failure to do so is or is reasonably likely to be inconsistent with its fiduciary duties to the Company’s stockholders under applicable Law; (ii) the Company shall have given Parent prior written notice of its intention to make a Company Adverse Change Recommendation or terminate this Agreement pursuant to Section 8.1(h), in each case, with respect to such Superior Proposal (which notice shall have included a copy of the proposed Company Specified Agreement (in the case of clause “(y)”), the identity of the Person making such Superior Proposal and a summary of the material terms and conditions of the Superior Proposal) at least four (4) Business Days prior to making any such Company Adverse Change Recommendation or termination (a “Superior Proposal Determination Notice”) (which notice will not constitute a Company Adverse Change Recommendation); and (iii) (A) the Company shall have given Parent four (4) Business Days after the date of delivery of the Superior Proposal Determination Notice to propose revisions to the terms of this Agreement or make other proposals so that such Takeover Proposal would cease to constitute a Superior Proposal, and shall have made its Representatives available to, and negotiated in good faith with, Parent with respect to such proposed revisions or other proposals, if any, during such period, and (B) after the end of such period, after considering the results of such negotiations and giving effect to the proposals made by Parent, if any, and after consultation with its outside legal counsel and financial advisor, the Company Board shall have determined, in good faith, (I) that such Takeover Proposal still is a Superior Proposal and (II) that the failure to make the Company Adverse Change Recommendation or terminate this Agreement pursuant to Section 8.1(h) is or is reasonably likely to be inconsistent with its fiduciary duties to the Company’s stockholders under applicable Law (for the avoidance of doubt, that the provisions of Rule 14d-9 promulgated this Section 6.1(b)(iii) also apply to every material amendment to any Takeover Proposal and required that a new Superior Proposal Determination Notice be delivered to Parent in accordance with Section 6.1(b)(ii); provided, however, that the “matching” period described in Section 6.1(b)(ii) shall be two (2) Business Days rather than the initial four (4) Business Day period). (c) Notwithstanding anything to the contrary contained in this Agreement, at any time prior to the Offer Acceptance Time, the Company Board may make a Company Adverse Change Recommendation due to an Intervening Event, if and only if: (i) the Intervening Event does not involve the receipt of any offer, proposal or inquiry from any third party relating to a transaction of the nature described in the definition of “Takeover Proposal” (which, for the purposes of this clause (i), shall be read without reference to the percentage thresholds set forth in the definition thereof); (ii) the Company Board has determined in good faith, after consultation with its independent financial advisor and outside legal counsel, that the failure to take such action is reasonably likely to be inconsistent with the directors’ fiduciary duties under applicable Law, and (iii) (A) prior to effecting the Exchange ActCompany Adverse Change Recommendation, or Company shall have given Parent at least five (5) Business Days’ notice thereof (which notice shall not, by itself, constitute a Company Adverse Change Recommendation) and the opportunity to meet and discuss in good faith the purported basis for the proposed Company Adverse Change Recommendation, Parent’s reaction thereto and potential amendments and modifications to the terms and conditions of this Agreement in response thereto so that the Transactions contemplated by this Agreement may be effected, and (B) making any disclosure after such discussions, the Company Board (or an authorized committee thereof established solely to its stockholders address conflicts of interest) determines in good faith (after consultation with outside legal counsel) that the failure of which to disclose effect such Company Adverse Change Recommendation would result in a breach of Parent’s Board of Directors’ reasonably be expected to be inconsistent with its fiduciary duties to its stockholders under Delaware Law (each, a “Permitted Parent Action”)applicable Law.

Board Recommendation. Except (a) Subject to Section 5.3(b), neither the extent expressly permitted by Section 5.3(d): Company Board of Directors nor any committee thereof shall (i) withdraw, qualify or amend in any manner adverse to Danisco or to the Buyer, the approval or recommendation by the Company Board of Directors or any committee thereof of the Company shall recommend that its stockholders vote in favor of adoption of Offer, this Agreement at or the Company Stockholders’ Meeting Merger (the “Company Board Recommendation”) and shall reaffirm (publicly, if so requested) the Company Board Recommendation within ten (10) calendar days after Parent requests in writing that such recommendation be reaffirmed (provided, that if a tender or exchange offer relating to the Company’s securities shall have been commenced by a Person unaffiliated with the Company, such reaffirmation shall not be required less than (10) business days after such tender or exchange offer has first been published, sent or given to the Company’s securityholders), (ii) the Board of Directors of Parent shall approve or recommend that its stockholders vote in favor of the approval of the Share Issuance at the Parent Stockholders’ Meeting (the “Parent Board Recommendation” and together with any Acquisition Proposal or cause or permit the Company Board Recommendation, the “Board Recommendations”) and shall reaffirm to enter into any definitive agreement or letter of intent with respect to any Acquisition Proposal (publicly, if so requested) the Parent Board Recommendation within ten (10) calendar days after the Company requests in writing that such recommendation be reaffirmed (provided, that if a tender or exchange offer relating to Parent’s securities shall have been commenced by a Person unaffiliated with Parent, such reaffirmation shall not be required less than (10) business days after such tender or exchange offer has first been published, sent or given to the Company’s securityholders), (iii) the Prospectus/Joint Proxy Statement shall include a statement to the effect that each of the Board foregoing actions described in clauses “(i)” and “(ii)” of Directors of the this sentence being referred to as a “Company and Parent has made such applicable Board Change in Recommendation”); provided, and (iv) neither the Board of Directors of the Company nor the Board of Directors of Parenthowever, nor any committee of either of them, shall withdraw, amend or modify, or propose or resolve to withdraw, amend or modify in a manner adverse to the other party, their respective Board Recommendations. Nothing that nothing contained in this Agreement shall prohibit Parent’s the Company or the Special Committee from publicly disclosing a Superior Proposal or amending the Company Recommendation to provide that the Company is unable to take a position with respect to the Offer, this Agreement and the Merger in response to a Superior Proposal following delivery to Danisco of a Notice of Superior Proposal with respect to such Superior Proposal (and such public disclosure or amendment shall not be deemed to be a Company Change in Recommendation). (b) Notwithstanding the provisions of Section 5.3(a), or any other provision of this Agreement, the Company Board of Directors from (A) taking and disclosing or the Special Committee may cause to its stockholders be made a position contemplated by Rule 14e-2(a) under Company Change in Recommendation if prior to the Exchange Act Effective Time the Company Board of Directors or complying with the provisions of Rule 14d-9 promulgated under Special Committee, as the Exchange Actcase may be, or (B) making any disclosure to its stockholders determines in good faith, After Consultation, that the failure to make a Company Change in Recommendation would create a material risk of which to disclose would result in a breach of Parent’s by the Company Board of Directors’ Directors or the Special Committee of its fiduciary duties to its stockholders under Delaware Law (each, a “Permitted Parent Action”)of the Company.

Board Recommendation. Except to the extent expressly permitted by Section 5.3(d): (i) Subject to the Board provisions of Directors of this Section 7.1(c), (A) the Company Board shall (x) recommend that its the Company’s stockholders vote in favor of adoption of adopt this Agreement at in accordance with the Company Stockholders’ Meeting applicable provisions of Delaware Law (the “Company Board Recommendation”) and shall reaffirm (publicly, if so requestedy) include the Company Board Recommendation in the Proxy Statement, and (B) neither the Company Board nor any committee thereof shall (1) fail to make, withdraw, amend, modify or qualify the Company Board Recommendation in a manner that is adverse to Newco, or publicly propose to withhold, withdraw, amend, modify or qualify the Company Board Recommendation in a manner that is adverse to Newco, (2) approve, endorse, adopt or recommend, or publicly propose to approve, endorse, adopt or recommend, an Acquisition Proposal or Acquisition Transaction, (3) fail to include the Company Board Recommendation in the Proxy Statement or (4) fail to publicly recommend against any Acquisition Proposal or Acquisition Transaction subject to Regulation 14D under the Exchange Act in a Solicitation/Recommendation Statement on Schedule 14D-9 within ten (10) calendar days Business Days after Parent requests the commencement of such Acquisition Proposal or Acquisition Transaction (the actions or inactions referred to in the preceding clauses (1), (2), (3) and (4) being referred to herein as a “Company Board Recommendation Change”). (ii) Notwithstanding anything to the contrary set forth in this Agreement, the Company Board may (x) effect a Company Board Recommendation Change or (y) terminate this Agreement pursuant to Section 8.1(g) to enter into a definitive agreement to consummate a Superior Proposal, in each case at any time prior to obtaining the Requisite Stockholder Approval in the event that: (A) the Company Board has received a bona fide written Acquisition Proposal after the date of this Agreement that was not solicited in violation of Section 6.1, Section 6.2(a) or Section 6.2(d) or in material violation of Section 6.2(b); (B) The Company Board determines in good faith (after consultation with its financial advisor and its outside legal counsel) that such Acquisition Proposal is a Superior Proposal (which determination and any public announcement thereof shall not constitute a Company Board Recommendation Change); (C) prior to effecting such Company Board Recommendation Change or terminating this Agreement pursuant to Section 8.1(g), the Company Board shall have given Newco at least four (4) Business Days’ prior written notice of its intention to effect a Company Board Recommendation Change pursuant to this Section 7.1(c)(ii) or terminate this Agreement pursuant to Section 8.1(g) (the “Change of Recommendation Notice Period”) (which notice shall include the most current version of the proposed definitive agreement (which shall be marked to show changes to this Agreement) and, to the extent not included therein, all material terms and conditions of such Superior Proposal and the identity of the Person making such Superior Proposal); (D) if requested by Newco, during the Change of Recommendation Notice Period, the Company shall have met and negotiated in good faith with Newco regarding modifications to the terms and conditions of this Agreement so that such Superior Proposal ceases to be a Superior Proposal; (E) prior to the end of the Change of Recommendation Notice Period, Newco shall not have made a counter-offer or proposal in writing that such recommendation be reaffirmed (providedand in a manner that, that if a tender or exchange offer relating to the Company’s securities shall have been commenced accepted by a Person unaffiliated with the Company, such reaffirmation shall not be required less than (10) business days after such tender or exchange offer has first been publishedwould form a binding contract, sent or given to the Company’s securityholders), (ii) the Board of Directors of Parent shall recommend that its stockholders vote in favor of the approval of the Share Issuance at the Parent Stockholders’ Meeting (the “Parent Board Recommendation” and together with the Company Board Recommendationdetermines (after consultation with its financial advisor and its outside legal counsel) is at least as favorable to stockholders of the Company as such Superior Proposal (it being understood that (x) any material revision to the terms of a Superior Proposal, including, any revision in price, shall require a new notice pursuant to clause (C) above, (y) the Change of Recommendation Notice Period shall be extended, if applicable, to the extent necessary to ensure that at least two (2) Business Days remain in the Change of Recommendation Notice Period subsequent to the time the Company notifies Newco of any such material revision and (z) there may be multiple extensions of the Change of Recommendation Notice Period); and (F) the Company Board determines (after consultation with its outside legal counsel and after considering any counter-offer or proposal made by Newco pursuant to clause (E) above), that, in light of such Superior Proposal, the “Board Recommendations”) and shall reaffirm (publicly, if so requested) the Parent failure to effect a Company Board Recommendation within ten (10Change or terminate this Agreement pursuant to Section 8.1(g) calendar days after the Company requests in writing that order to enter into a definitive agreement to consummate such recommendation Superior Proposal would reasonably be reaffirmed (provided, that if a tender or exchange offer relating expected to Parent’s securities shall have been commenced by a Person unaffiliated be inconsistent with Parent, such reaffirmation shall not be required less than (10) business days after such tender or exchange offer has first been published, sent or given to the Company’s securityholders), its fiduciary duties under Applicable Law. (iii) Notwithstanding anything to the Prospectus/Joint Proxy Statement contrary set forth in this Agreement, the Company Board may effect a Company Board Recommendation Change in response to an Intervening Event at any time prior to obtaining the Requisite Stockholder Approval in the event that the Company Board determines (after consultation with its outside legal counsel) that the failure to effect a Company Board Recommendation Change in response to such Intervening Event would reasonably be expected to be inconsistent with its fiduciary duties under Applicable Law; provided that, prior to effecting a Company Board Recommendation Change pursuant to this Section 7.1(c)(iii), the Company Board shall have given Newco at least four (4) Business Days’ notice of its intention to effect a Company Board Recommendation Change pursuant to this Section 7.1(c)(iii) (which notice shall include a statement the reason (in reasonable detail) for such Company Board Recommendation Change) and, if requested by Newco, the Company shall have met and negotiated in good faith with Newco regarding modifications to the effect terms and conditions of this Agreement so that each of the Board of Directors of the Company and Parent has made Board no longer determines that the failure to make a Company Board Recommendation Change in response to such applicable Board Recommendation, and Intervening Event would reasonably be expected to be inconsistent with its fiduciary duties under Applicable Law. (iv) neither the Board of Directors of the Company nor the Board of Directors of Parent, nor any committee of either of them, shall withdraw, amend or modify, or propose or resolve to withdraw, amend or modify in a manner adverse to the other party, their respective Board Recommendations. Nothing in this Agreement shall prohibit Parent’s the Company Board of Directors from (A) taking and disclosing to its stockholders of the Company a position contemplated by Rule 14e-2(a) under the Exchange Act or complying with the provisions of Rule 14d-9 promulgated under the Exchange Act or any other Applicable Law; provided, however, that any statement(s) made by the Company Board pursuant to Rule 14e-2(a) under the Exchange Act or Rule 14d-9 under the Exchange Act shall be subject to the terms and conditions of this Agreement; provided, further, for avoidance of doubt, that it shall not constitute a Company Board Recommendation Change for the Company Board to make a “stop, look and listen” communication pursuant to Rule 14d9-f under the Exchange Act, or (B) making any disclosure to its stockholders the failure of which to disclose would result in a breach of Parent’s Board of Directors’ fiduciary duties to its stockholders under Delaware Law (each, a “Permitted Parent Action”).

Board Recommendation. Except (a) Subject to Section 6.6(b), none of the extent expressly permitted by Section 5.3(d): Board of Directors of the Company, the Company Independent Committee nor any committee or subcommittee of either of the foregoing thereof shall (i) withdraw, qualify, modify or amend (or propose to withdraw, qualify, modify or amend) in any manner adverse to Parent, the Company Recommendation or take any action or make any statement, filing or release, in connection with the Company Shareholder Meeting or otherwise, inconsistent with the Company Recommendation (it being understood that if an Acquisition Proposal is received by the Company and Parent requests that the Board of Directors of the Company shall recommend that its stockholders vote in favor of adoption of this Agreement at and the Company Stockholders’ Meeting (the “Company Board Recommendation”) and shall Independent Committee reaffirm (publicly, if so requested) the Company Board Recommendation, a failure to so reaffirm the Company Recommendation within ten three (10) calendar days after Parent requests in writing that such recommendation be reaffirmed (provided, that if a tender or exchange offer relating to the Company’s securities shall have been commenced by a Person unaffiliated with the Company, such reaffirmation shall not be required less than (103) business days after such tender or exchange offer has first been published, sent or given to of Parent's request shall be considered an adverse modification of the Company’s securityholdersCompany Recommendation), or (ii) approve or recommend (or propose publicly to approve or recommend) any Acquisition Proposal (each of the foregoing being referred to as a "Company Change in Recommendation"). (b) Notwithstanding the provisions of Section 6.6(a), if, prior to the Company Shareholder Meeting, the Board of Directors of Parent shall recommend the Company or the Company Independent Committee determines in good faith (after receiving the advice of a financial advisor of nationally recognized reputation and nationally recognized outside counsel) that its stockholders vote the failure to make a Company Change in favor of the approval of the Share Issuance at the Parent Stockholders’ Meeting (the “Parent Board Recommendation” and together Recommendation would be inconsistent with the Company Board Recommendation, the “Board Recommendations”) and shall reaffirm (publicly, if so requested) the Parent Board Recommendation within ten (10) calendar days after the Company requests in writing that such recommendation be reaffirmed (provided, that if a tender or exchange offer relating to Parent’s securities shall have been commenced by a Person unaffiliated with Parent, such reaffirmation shall not be required less than (10) business days after such tender or exchange offer has first been published, sent or given to the Company’s securityholders), (iii) the Prospectus/Joint Proxy Statement shall include a statement to the effect that each fiduciary duties of the Board of Directors of the Company and Parent has made such to the Company's shareholders under applicable Board RecommendationLaw, and (iv) neither the Board of Directors of the Company nor and the Company Independent Committee may make a Company Change in Recommendation but, in each case, only (i) after the Company provides to Parent a written notice (a "Notice of Superior Proposal") (x) advising Parent that the Board of Directors of Parentthe Company and the Company Independent Committee have received, nor and desire to accept, a Superior Proposal, (y) specifying the terms and conditions of such Superior Proposal, including the amount per share that the Company's shareholders will receive per share of Company Common Stock (valuing any committee of either of them, shall withdraw, amend or modify, or propose or resolve to withdraw, amend or modify in a manner adverse to non-cash consideration at what the other party, their respective Board Recommendations. Nothing in this Agreement shall prohibit Parent’s Board of Directors from of the Company and the Company Independent Committee determine in good faith, after consultation with a financial advisor of nationally recognized reputation, to be the fair value of the non-cash consideration) and including a copy thereof with all accompanying documentation, and (Az) taking identifying the Person making such Superior Proposal, (ii) and disclosing after negotiating in good faith with Parent to its stockholders make such adjustments in the terms and conditions of this Agreement as would enable the Company to proceed with the Company Recommendation without a position Company Change in Recommendation if and to the extent Parent elects to seek to make such adjustments; provided, however, that Parent shall not be obliged to propose or agree to any such adjustment, and (iii) if Parent does not, within five (5) calendar days of Parent's receipt of the Notice of Superior Proposal, make an offer that the Board of Directors of the Company and the Company Independent Committee determine in good faith (based on the advice of a financial advisor of nationally recognized reputation) to be as favorable to the Company's shareholders as such Superior Proposal. Notwithstanding the foregoing, the Company shall not be entitled to enter into any agreement (other than a confidentiality agreement as contemplated by Rule 14e-2(aSection 6.5(b)) under with respect to a Superior Proposal unless this Agreement has been or concurrently is terminated by its terms pursuant to Section 8.1 and the Exchange Act or complying with the provisions of Rule 14d-9 promulgated under the Exchange Act, or (B) making Company has paid any disclosure amounts due to its stockholders the failure of which Parent pursuant to disclose would result in a breach of Parent’s Board of Directors’ fiduciary duties to its stockholders under Delaware Law (each, a “Permitted Parent Action”Section 8.3(b).

Board Recommendation. Except (a) Subject to the extent expressly permitted by terms of Section 5.3(d): 5.3(c) hereof, the Company Board of Directors shall (i) recommend that the holders of the Shares accept the Offer, tender their Shares to the Purchaser pursuant to the Offer and, if necessary under applicable law, adopt this Agreement in accordance with the applicable provisions of DGCL (the “Company Recommendation”), and (ii) include the Company Recommendation in the Schedule 14D-9 and permit Parent to include the Company Recommendation in the Offer Documents. (b) Subject to Section 5.3(c), neither the Company Board of Directors nor any committee thereof shall withdraw, qualify, modify, change or amend in any manner adverse to Parent or Purchaser (including pursuant to the Schedule 14D-9 or any amendment thereto), the Company Recommendation, the approval by the Company Board of Directors of this Agreement and the transactions contemplated hereby, including the Offer and the Merger, or the approval by the Compensation Committee of the Company Compensation Arrangements as Employment Compensation Arrangements for purposes of satisfying the requirements of the non-exclusive safe-harbor in accordance to Rule 14d-10(d)(2) under the Exchange Act (a “Company Change in Recommendation”). (c) Notwithstanding anything to the contrary set forth in this Agreement, the Company Board of Directors may effect a Company Change in Recommendation at any time prior to the Effective Time, if either: (i) (A) the Company Board of Directors has received an Acquisition Proposal (that has not been withdrawn) that constitutes a Superior Proposal and such Acquisition Proposal shall not have resulted from a breach or violation of the terms of Section 5.2(a), (B) the Company Board of Directors determines in good faith (After Consultation and after considering in good faith any counter-offer or proposal made by Parent during the three-day period contemplated by clause (D) below), that the failure to effect a Company Change in Recommendation in light of such Superior Proposal would be a breach of its fiduciary duties to the Company’s stockholders under applicable law, (C) at least three (3) days prior to such Company Change in Recommendation, the Company shall have provided to Parent a written notice (a “Notice of Recommendation Change”) of its intention to make such Company Change in Recommendation (which notice shall not be deemed to be, in and of itself, a Company Change in Recommendation), specifying the material terms and conditions of such Superior Proposal, including a copy of such Superior Proposal and identifying the Person making such Superior Proposal (it being understood and agreed that any amendment to the financial terms or any other material terms of such Superior Proposal shall require the delivery of a new Notice of Recommendation Change and a new three-day period), (D) during the three-day period following Parent’s receipt of a Notice of Recommendation Change, the Company shall have given Parent the opportunity to meet with the Company and its Representatives, and at Parent’s request, shall have negotiated in good faith regarding the terms of possible revisions to the terms of this Agreement, and (E) Parent shall not, within three (3) business days of Parent’s receipt of a Notice of Recommendation Change have made an offer that the Board of Directors of the Company determines in good faith, After Consultation to be at least as favorable to the Company’s stockholders as such Superior Proposal; or (ii) other than in connection with a Superior Proposal (it being understood and hereby agreed that the Company Board of Directors shall recommend that its stockholders vote not effect a Company Change of Recommendation in favor of adoption connection with a Superior Proposal other than pursuant to the immediately preceding clause (i) of this Agreement at the Company Stockholders’ Meeting Section 5.3(c)), (the “Company Board Recommendation”) and shall reaffirm (publicly, if so requestedA) the Company Board of Directors determines in good faith (After Consultation) that the failure to effect a Company Change in Recommendation within ten (10) calendar days after Parent requests in writing that such recommendation would be reaffirmed (provided, that if a tender or exchange offer relating breach of its fiduciary duties to the Company’s securities stockholders under applicable law and (B) at least three (3) days prior to such Company Change in Recommendation, the Company shall have been commenced by provided to Parent a Person unaffiliated with the Company, Notice of Recommendation Change of its intention to make such reaffirmation Company Change in Recommendation (which notice shall not be required less than (10) business days after such tender or exchange offer has first been publisheddeemed to be, sent or given to the Company’s securityholdersin and of itself a Company Change in Recommendation), specifying in sufficient detail reasonably satisfactory to Parent the circumstances for such proposed Company Change in Recommendation (ii) it being understood and agreed that any change to such circumstances or any additional circumstances shall require the Board delivery of Directors a new Notice of Parent shall recommend that its stockholders vote in favor of the approval of the Share Issuance at the Parent Stockholders’ Meeting (the “Parent Board Recommendation” Recommendation Change and together with the Company Board Recommendation, the “Board Recommendations”) and shall reaffirm (publicly, if so requested) the Parent Board Recommendation within ten (10) calendar days after the Company requests in writing that such recommendation be reaffirmed (provided, that if a tender or exchange offer relating to Parent’s securities shall have been commenced by a Person unaffiliated with Parent, such reaffirmation shall not be required less than (10) business days after such tender or exchange offer has first been published, sent or given to the Company’s securityholdersnew three-day period), (iii) the Prospectus/Joint Proxy Statement shall include a statement to the effect that each of the Board of Directors of the Company and Parent has made such applicable Board Recommendation, and (iv) neither the Board of Directors of the Company nor the Board of Directors of Parent, nor any committee of either of them, shall withdraw, amend or modify, or propose or resolve to withdraw, amend or modify in a manner adverse to the other party, their respective Board Recommendations. Nothing in this Agreement shall prohibit Parent’s Board of Directors from (A) taking and disclosing to its stockholders a position contemplated by Rule 14e-2(a) under the Exchange Act or complying with the provisions of Rule 14d-9 promulgated under the Exchange Act, or (B) making any disclosure to its stockholders the failure of which to disclose would result in a breach of Parent’s Board of Directors’ fiduciary duties to its stockholders under Delaware Law (each, a “Permitted Parent Action”).and

Board Recommendation. Except Pursuant to the Merger Agreement, except as provided below, neither the Company Board of Directors nor any committee thereof will (i) withdraw or modify the Company Board Recommendation in a manner adverse to Parent or Purchaser or publicly propose to do so (ii) if a Company Acquisition Proposal is commenced or publicly disclosed, fail to (A) publicly recommend against such tender offer, exchange offer or other Company Acquisition Proposal within ten (10) Business Days of the date on which such Company Acquisition Proposal is first commenced or publicly disclosed and (B) reaffirm the Company Board Recommendation within such ten (10) Business Day period, (iii) approve or recommend, or 33 Table of Contents propose to approve or recommend, any Company Acquisition Proposal, (iv) fail to include the Company Board Recommendation in the Schedule 14D-9 or fail to permit Parent and Purchaser to include the Company Board Recommendation in the Offer Documents, (v) withdraw or modify, or propose to withdraw or modify, the approval by the compensation committee of the Company of any of the compensation arrangements for purposes of satisfying the requirements of the non-exclusive safe-harbor set forth in Rule 14d-10(d)(2) under the Exchange Act or (vi) resolve to do any of the foregoing (any of the actions described in clauses (i) through (vi) of this paragraph, a “Recommendation Withdrawal”). At any time prior to the Acceptance Time, the Company Board of Directors may make a Recommendation Withdrawal or terminate the Merger Agreement in response to a Superior Proposal or an Intervening Event only if (i) the Company has provided a written notice (a “Notice of Recommendation Withdrawal”) to Parent and Purchaser that (A) states that the Company intends to take such action and sets forth the manner and timing in which it intends to do so and (B) either (x) in the case of a Superior Proposal, includes the material terms of the Superior Proposal that is the basis of such action (including the identity of the Person making the Superior Proposal), or (y) in the case of an Intervening Event, includes a description of the Intervening Event in reasonable detail sufficient to enable Purchaser to reasonably determine the effect of the Intervening Event on the value of the Company, (ii) during the three (3) Business Day period following Parent’s and Purchaser’s receipt of the Notice of Recommendation Withdrawal, the Company negotiates with Parent and Purchaser in good faith to make such adjustments in the terms and conditions of the Merger Agreement as would enable the Company Board of Directors to proceed with the Company Board Recommendation, and (iii) following the end of such three (3) Business Day period, the Company Board of Directors determines in good faith, after consultation with its independent financial advisors and outside legal counsel, taking into account any changes to the Merger Agreement proposed in writing by Parent and Purchaser that both (A) in the case of a Superior Proposal, that the Superior Proposal giving rise to the Notice of Recommendation Withdrawal continues to constitute a Superior Proposal and (b) that failure to take such action would be inconsistent with its fiduciary duties under applicable Law. Any material amendment to the financial terms or any other material amendment of a Superior Proposal or material change in the Intervening Event that is the basis of Notice of Recommendation Withdrawal will require a new Notice of Recommendation Withdrawal and the Company will be required to comply again with the requirements of this paragraph. The Merger Agreement provides that the Company may (i) take and disclose to the Company Stockholders a position contemplated by Rule 14d-9 and 14e-2(a) promulgated under the Exchange Act to the extent required by federal securities Laws or (ii) make any disclosure to the Company Stockholders or take any position with respect to the Merger if, in the case of this clause (ii), in the good faith judgment of the Company Board of Directors, after consultation with its outside counsel, failure to so take and/or disclose likely would be inconsistent with its fiduciary duties under applicable Law or required to comply with obligations under federal securities Laws; provided, any such disclosure made pursuant to clause (i) or (ii) (other than a “stop, look and listen” letter or similar communication of the type contemplated by Rule 14d-9(f) under the Exchange Act) will be deemed to be a Recommendation Withdrawal unless the Company Board of Directors expressly reaffirms in such disclosure the Company Board Recommendation; provided however, that the provisions described in this paragraph do not permit the Company to take any action restricted by the non-solicitation section above or to make a Recommendation Withdrawal except to the extent expressly permitted by Section 5.3(d): (i) the Board of Directors paragraphs above. The Company is not prohibited from responding to any unsolicited proposal or inquiry solely by advising the Person making such proposal or inquiry of the Company shall recommend that its stockholders vote non-solicitation terms set forth in favor of adoption of this Agreement at the Company Stockholders’ Meeting (the “Company Board Recommendation”) and shall reaffirm (publicly, if so requested) the Company Board Recommendation within ten (10) calendar days after Parent requests in writing that such recommendation be reaffirmed (provided, that if a tender or exchange offer relating to the Company’s securities shall have been commenced by a Person unaffiliated with the Company, such reaffirmation shall not be required less than (10) business days after such tender or exchange offer has first been published, sent or given to the Company’s securityholders), (ii) the Board of Directors of Parent shall recommend that its stockholders vote in favor of the approval of the Share Issuance at the Parent Stockholders’ Meeting (the “Parent Board Recommendation” and together with the Company Board Recommendation, the “Board Recommendations”) and shall reaffirm (publicly, if so requested) the Parent Board Recommendation within ten (10) calendar days after the Company requests in writing that such recommendation be reaffirmed (provided, that if a tender or exchange offer relating to Parent’s securities shall have been commenced by a Person unaffiliated with Parent, such reaffirmation shall not be required less than (10) business days after such tender or exchange offer has first been published, sent or given to the Company’s securityholders), (iii) the Prospectus/Joint Proxy Statement shall include a statement to the effect that each of the Board of Directors of the Company and Parent has made such applicable Board Recommendation, and (iv) neither the Board of Directors of the Company nor the Board of Directors of Parent, nor any committee of either of them, shall withdraw, amend or modify, or propose or resolve to withdraw, amend or modify in a manner adverse to the other party, their respective Board Recommendations. Nothing in this Agreement shall prohibit Parent’s Board of Directors from (A) taking and disclosing to its stockholders a position contemplated by Rule 14e-2(a) under the Exchange Act or complying with the provisions of Rule 14d-9 promulgated under the Exchange Act, or (B) making any disclosure to its stockholders the failure of which to disclose would result in a breach of Parent’s Board of Directors’ fiduciary duties to its stockholders under Delaware Law (each, a “Permitted Parent Action”)Merger Agreement.