Common use of Competing Bid and Other Matters Clause in Contracts

Competing Bid and Other Matters. (a) Within seven days of the Agreement Date Sellers shall file with the Bankruptcy Court an application or motion seeking approval of (i) the Bidding Procedures Order and (ii) the form of this Agreement (a true and complete copy of which shall be attached to such application or motion without schedules) and the Sellers’ authority to enter into this Agreement (the “Sale and Bidding Procedures Motion”). (b) This Agreement and the transactions contemplated hereby are subject to Sellers’ absolute right and ability to consider higher or better competing bids with respect to the Business and a material portion of the Purchased Assets pursuant to the Bidding Procedures Order (each a “Competing Bid”). Following completion of the Auction, if Purchaser is the Prevailing Bidder, Sellers shall not initiate contact with, solicit or encourage submission of any inquiries, proposals or offers by, any Person other than Purchaser in connection with any sale or other disposition of the Purchased Assets. In addition, unless otherwise directed by the Bankruptcy Court, Sellers shall not after completion of the Auction respond to or pursue any proposed Alternative Transaction or perform any other acts related thereto. (c) If an Auction is conducted, and Purchaser is not the prevailing party at the conclusion of such Auction (such prevailing party, the “Prevailing Bidder”) and unless otherwise terminated pursuant to Section 3.4, Purchaser shall, if its bid is determined to be the next highest bid, serve as a back-up bidder (the “Back-up Bidder”) and keep Purchaser’s bid to consummate the transactions contemplated by this Agreement on the terms and conditions set forth in this Agreement (as the same may be improved upon in the Auction) open and irrevocable until the earlier of (i) 5:00 p.m. (prevailing Eastern time) on the date which is 14 days after the date of the Sale Hearing (the “Outside Back-up Date”); provided, however, that notwithstanding the foregoing, in no event shall the Outside Back-up Date be later than September 30, 2016 or (ii) the date of closing of an Alternative Transaction with the Prevailing Bidder. Following the Sale Hearing and prior to the Outside Back-up Date, if the Prevailing Bidder fails to consummate the applicable Alternative Transaction as a result of a breach or failure to perform on the part of such Prevailing Bidder, the Back-up Bidder will be deemed to have the new prevailing bid, and Sellers will be authorized, without further order of the Bankruptcy Court, to consummate the transactions contemplated by this Agreement on the terms and conditions set forth in this Agreement (as the same may be improved upon in the Auction) with the Back-up Bidder. (d) The Sellers shall promptly serve true and correct copies of the Sale and Bidding Procedures Motion and all related pleadings in accordance with the Bidding Procedures Order, the Bankruptcy Code, the Federal Rules of Bankruptcy Procedure, the Local Rules for the United States Bankruptcy Court for the Eastern District of Missouri and any other applicable order of the Bankruptcy Court.

Competing Bid and Other Matters. (a) Within seven days of the Agreement Date Sellers On or prior to July 7, 2016, Seller shall file with the Bankruptcy Court an application or motion the Sale Motion seeking approval of (i) the Bidding Procedures Order in form and substance reasonably satisfactory to Purchaser, (ii) the Sale Order in form of and substance reasonably satisfactory to Purchaser, and (iii) the transactions contemplated in this Agreement (a true and complete copy of which shall be attached subject to such application higher or motion without schedules) and the Sellers’ authority to enter into this Agreement (the “Sale and Bidding Procedures Motion”otherwise better offers). (b) This Agreement Agreement, the parties’ obligations hereunder and the transactions contemplated hereby are subject to Sellers’ absolute approval of the Bankruptcy Court and Seller’s right and ability to pursue and consider higher or otherwise better competing bids with respect to the Business and a material portion of the Purchased Acquired Assets pursuant to the Bidding Procedures Order (each a “Competing Bid”). Following completion From and after the date on which the Bidding Procedures Order is entered until the conclusion of the Auction, if Purchaser Seller is the Prevailing Bidderpermitted to, Sellers shall not and may cause its Representatives and Affiliates to, initiate contact with, provide information to, solicit or encourage submission of any inquiries, proposals or offers by, any Person other than (in addition to Purchaser and its Affiliates, agents and Representatives) in connection with any sale or other disposition of the Purchased Assets. In addition, unless otherwise directed by the Bankruptcy Court, Sellers shall not after completion Business or a material portion of the Auction Acquired Assets or the continuation of the Business as a reorganized, going concern, subject only to the provisions of the Bidding Procedures Order. From and after the date on which the Bidding Procedures Order is entered until the conclusion of the Auction, Seller shall have the responsibility and obligation to respond to any inquiries or pursue offers to purchase all or any proposed Alternative Transaction or part of the Business, and perform any and all other acts related theretothereto which are required or permitted under the Bankruptcy Code or other applicable Law, including, without limitation, supplying information relating to the Business and the assets of Seller to prospective purchasers, subject only to the provisions of the Bidding Procedures Order. (c) If an Auction is conducted, and Purchaser is not the prevailing party at the conclusion of such Auction (such prevailing party, the “Prevailing Bidder”) and unless otherwise terminated pursuant to Section 3.4), Purchaser shall, if may at its bid is determined sole discretion agree to be the next highest bid, serve as a back-up bidder (the “Back-up Bidder”) and keep Purchaser’s bid to consummate the transactions contemplated by this Agreement on the terms and conditions set forth in this Agreement (as the same may be improved upon in the Auction) open and irrevocable until the earlier of (i) 5:00 11:59 p.m. (prevailing Eastern time) on the date which that is 14 the earliest of (i) sixty (60) days after the date of the Sale Hearing Hearing, (ii) such date upon which Seller will notify the “Outside Back-up Date”); providedBidder, however, that notwithstanding the foregoing, in no event shall the Outside Back-up Date be later than September 30, 2016 or and (iiiii) the date of closing of an Alternative Transaction with the Prevailing BidderBidder (the “Outside Back-up Date”). Following the Sale Hearing and prior to the Outside Back-up Date, if the Prevailing Bidder fails to consummate the applicable Alternative Transaction as a result of a breach or failure to perform on the part of such Prevailing Bidder, the Back-up Bidder (if the Back-up Bidder is the next highest bidder at the Auction) will be deemed to have the new prevailing bid, and Sellers Seller will be authorized, but not required, without further order Order of the Bankruptcy CourtCourt or any action on the part of the Back-up Bidder, to consummate the transactions contemplated by this Agreement on the terms and conditions set forth in this Agreement (as the same may be improved upon in the Auction) with the Back-up BidderBidder pursuant to the procedures set forth in the Bidding Procedures Order. (d) The Sellers Seller shall promptly (i) serve true and correct copies of the Sale and Bidding Procedures Motion and all related pleadings in accordance with the Bidding Procedures Order, the Bankruptcy Code, the Federal Rules of Bankruptcy Procedure, the Local Rules for the United States Bankruptcy Court for the Eastern District of Missouri Delaware and any other applicable order Order of the Bankruptcy CourtCourt and (ii) provide Purchaser with copies of all written expressions of interest, letters of intent, offers and purchase agreements with respect to Seller’s assets with absolutely no deletions or alterations thereto within three (3) days after receipt thereof by Seller.

Competing Bid and Other Matters. (a) Within seven days of On the Agreement Date Sellers Petition Date, Seller shall file with the Bankruptcy Court an application or motion seeking approval of (i) the Bidding Procedures Order and (ii) the form of this Agreement (a true and complete copy of which shall be attached to such application or motion without schedules) and the Sellers’ Seller’s authority to enter into this Agreement (the “Sale and Bidding Procedures Motion”); provided, that such application or motion and all exhibits thereto shall be in form and substance acceptable to Purchaser, in its sole discretion. (b) This Agreement and the transactions contemplated hereby are subject to Sellers’ absolute Seller’s right and ability to consider higher or better competing bids with respect to the Business and a material portion of the Purchased Assets pursuant to the Bidding Procedures Order (each each, a “Competing Bid”). Following completion of the Auction, if Purchaser is the Prevailing Bidder, Sellers Seller shall not initiate contact with, solicit or encourage submission of any inquiries, proposals or offers by, any Person other than Purchaser in connection with any sale or other disposition of the Purchased Assets. In addition, unless otherwise directed by the Bankruptcy Court, Sellers Seller shall not after completion of the Auction respond to or pursue any proposed Alternative Transaction or perform any other acts related thereto. (c) If an Auction is conducted, and Purchaser is not the prevailing party at the conclusion of such Auction (such prevailing party, the “Prevailing Bidder”) and unless otherwise terminated pursuant to Section 3.4), Purchaser shall, if its bid is determined to be the next highest bid, bid serve as a back-up bidder (the “Back-up Bidder”) and ), keep Purchaser’s bid to consummate the transactions contemplated by this Agreement on the terms and conditions set forth in this Agreement (as the same may be improved upon in the Auction) open and irrevocable until the earlier of (i) 5:00 p.m. (prevailing Eastern timeTime) on the date which is 14 15 days after the date of the Sale Hearing (the “Outside Back-up Date”); provided, however, that notwithstanding the foregoing, in no event shall the Outside Back-up Date be later than September 30, 2016 the forty fifth (45th) day after the Agreement Date (but not including the date hereof) or (ii) the date of closing of an Alternative Transaction with the Prevailing Bidder. Following Subject to the terms of the Sale Order, following the Sale Hearing and prior to the Outside Back-up Date, if the Prevailing Bidder fails to consummate the applicable Alternative Transaction as a result of a breach or failure to perform on the part of such Prevailing Bidder, the Back-up Bidder will be deemed to have the new prevailing bid, and Sellers Seller will be authorized, without further order order, but subject to the Sale Order, of the Bankruptcy Court, to consummate the transactions contemplated by this Agreement on the terms and conditions set forth in this Agreement (as the same may be improved upon in the Auction) with the Back-up Bidder. (d) The Sellers Seller shall promptly serve true and correct copies of the Sale and Bidding Procedures Motion and all related pleadings in accordance with the Bidding Procedures Order, the Bankruptcy Code, the Federal Rules of Bankruptcy Procedure, the Local Rules for the United States Bankruptcy Court for the Eastern District of Missouri Delaware and any other applicable order of the Bankruptcy Court.

Competing Bid and Other Matters. (a) Within seven two business days of following the Agreement Date Sellers Petition Date, Seller shall file with the Bankruptcy Court an application or motion seeking approval of (i) the Bidding Procedures Order and (ii) the form of this Agreement (a true and complete copy of which shall be attached to such application or motion without schedules) and the Sellers’ authority to enter into this Agreement (the “Sale and Bidding Procedures Motion”); provided, that such application or motion and all exhibits thereto shall be in form and substance acceptable to Purchaser, in its sole discretion. (b) This Agreement and the transactions contemplated hereby are subject to Sellers’ absolute right and ability to consider higher or better competing bids with respect to the Business and a material portion of the Purchased Assets pursuant to the Bidding Procedures Order (each a “Competing Bid”). Following completion of the Auction, if Purchaser is the Prevailing Bidder, Sellers shall not initiate contact with, solicit or encourage submission of any inquiries, proposals or offers by, any Person other than Purchaser in connection with any sale or other disposition of the Purchased Assets. In addition, unless otherwise directed by the Bankruptcy Court, Sellers shall not after completion of the Auction respond to or pursue any proposed Alternative Transaction or perform any other acts related thereto. (c) If an Auction is conducted, and Purchaser is not the prevailing party at the conclusion of such Auction (such prevailing party, the “Prevailing Bidder”) and unless otherwise terminated pursuant to Section 3.4), Purchaser shall, if its bid is determined to be the next highest bid, have the option, in its sole discretion, to serve as a back-up bidder (the “Back-up Bidder”) and keep Purchaser’s bid to consummate the transactions contemplated by this Agreement on the terms and conditions set forth in this Agreement (as the same may be improved upon in the Auction) open and irrevocable until the earlier of (i) 5:00 p.m. (prevailing Eastern time) on the date which is 14 fifteen (15) days after the date of the Sale Hearing (the “Outside Back-up Date”); provided, however, that notwithstanding the foregoing, in no event shall the Outside Back-up Date be later than September 3016, 2016 2013 or (ii) the date of closing of an Alternative Transaction with the Prevailing Bidder. Following the Sale Hearing and prior to the Outside Back-up Date, if the Prevailing Bidder fails to consummate the applicable Alternative Transaction as a result of a breach or failure to perform on the part of such Prevailing Bidder, the Back-up Bidder will be deemed to have the new prevailing bid, and Sellers Seller will be authorized, without further order of the Bankruptcy Court, to consummate the transactions contemplated by this Agreement on the terms and conditions set forth in this Agreement (as the same may be improved upon in the Auction) with the Back-up Bidder. (d) The Sellers shall promptly serve true and correct copies of the Sale and Bidding Procedures Motion and all related pleadings in accordance with the Bidding Procedures Order, the Bankruptcy Code, the Federal Rules of Bankruptcy Procedure, the Local Rules for the United States Bankruptcy Court for the Eastern District of Missouri Delaware and any other applicable order of the Bankruptcy Court.

Competing Bid and Other Matters. (a) Within seven days of the Agreement Date No later than August 30, 2019, Sellers shall file with the Bankruptcy Court an application or a motion seeking approval entry of (i) the Bidding Procedures Order and (ii) the form of this Agreement (a true and complete copy of which shall be attached to such application or motion without schedules) and the Sellers’ authority to enter into this Agreement (the “Sale and Bidding Procedures Motion”)) in a form approved by Purchaser and as contemplated by this Article VIII, which approval shall not be unreasonably withheld by Purchaser. No later than September 17, 2019, Sellers shall file with the Bankruptcy Court a motion seeking entry of the Sale Order (“Sale Motion”) in a form approved by Purchaser which approval shall not be unreasonably withheld by Purchaser. (b) This Agreement and the transactions Transactions contemplated hereby are subject to Sellers’ absolute right and ability to consider higher or better competing bids with respect to the Business and the Purchased Assets (whether in component parts or subsets of the Purchased Assets, or a material portion of the Purchased Assets as provided herein) pursuant to the Bidding Procedures Order (each a “Competing Bid”). Following completion of the Auction, if Purchaser is the Prevailing Bidder, Sellers shall not initiate contact with, solicit or encourage submission of any inquiries, proposals or offers by, any Person other than Purchaser in connection with any sale or other disposition of the Purchased Assets. In addition, unless otherwise directed by the Bankruptcy Court, Sellers shall not after completion of the Auction respond to or pursue any proposed Alternative Transaction or perform any other acts related thereto. (c) If an Auction is conducted, and Purchaser is not the prevailing party at the conclusion of such Auction (such prevailing party, the “Prevailing Bidder”) and unless otherwise terminated pursuant to Section 3.4), Purchaser shall, if its bid is determined to be the next highest bid, shall serve as a back-up bidder in the amount of the Purchase Price (as the “Back-up Bidder”) same may be improved upon at the Auction), and keep Purchaser’s bid to consummate the transactions Transactions contemplated by this Agreement on the terms and conditions set forth in this Agreement (as the same may be improved upon in the Auction) open and irrevocable until the earlier of (i) 5:00 p.m. (prevailing Eastern timePacific Time) on the date which is 14 thirty (30) days after the date of entry of the Sale Hearing Order (the “Outside Back-up Date”); provided, however, that notwithstanding the foregoing, in no event shall the Outside Back-up Date be later than September 30November 15, 2016 2019, or (ii) the date of closing of an Alternative Transaction with the Prevailing Bidder. Following the Sale Hearing and prior to the Outside Back-up Date, if the Prevailing Bidder fails to consummate the applicable Alternative Transaction as a result of a breach or failure to perform on the part of such Prevailing Bidder, the Back-up Bidder will be deemed to have the new prevailing bid, and Sellers will be authorized, without further order of the Bankruptcy Court, to consummate the transactions contemplated by this Agreement on the terms and conditions set forth in this Agreement (as the same may be improved upon in the Auction) with the Back-up Bidder. (d) The Sellers shall promptly serve true and correct copies of the Sale and Bidding Procedures Motion and the Sale Motion and all related pleadings in accordance with the Bidding Procedures Order, the Bankruptcy Code, the Federal Bankruptcy Rules of Bankruptcy Procedure, the Local Rules for the United States Bankruptcy Court for the Eastern District of Missouri and any other applicable order of the Bankruptcy Court.

Competing Bid and Other Matters. (a) Within seven No later than two (2) days of after the Agreement Date Sellers Execution Date, the Seller shall file with the Bankruptcy Court an application or motion seeking approval of (i) the Bidding Procedures Order and (ii) the form of this Agreement (a true and complete copy of which shall be attached to such application or motion without schedules) and the Sellers’ authority to enter into this Agreement (the “Sale and Bidding Bid Procedures Motion”). (b) This Agreement and the transactions contemplated hereby are subject to Sellers’ absolute Seller’s right and ability to consider higher or better competing bids with respect to the Business and a material portion of the Purchased Assets pursuant to the Bidding Procedures Order (each a “Competing Bid”). Following completion From the date of execution of this Agreement by the Seller through entry of the AuctionBidding Procedures Order, if Purchaser is and subject to compliance with Seller’s duties under the Prevailing BidderBankruptcy Code and other applicable law (including, Sellers without limitation, the fiduciary duty of Seller’s directors), the Seller shall not initiate contact with, solicit or encourage submission negotiate with respect to other offers to purchase the Purchased Assets or propose any plan of any inquiriesreorganization or plan of liquidation to retain or dispose of the Acquired Assets; provided, proposals or however, that Seller may solicit offers by, any Person to purchase the Acquired Assets from parties other than Purchaser parties in connection with any sale or other disposition interest in the Chapter 11 Case. Following entry of the Purchased Assets. In additionBidding Procedures Order, unless the Seller may solicit and negotiate higher and/or otherwise directed better offers from any party deemed appropriate by the Bankruptcy Court, Sellers shall not after completion of the Auction respond to or pursue any proposed Alternative Transaction or perform any other acts related theretoSeller. (c) From the date of entry of the Bidding Procedures Order until the conclusion of the Sale Hearing, Seller shall have the responsibility and obligation to respond to any reasonable inquiries or offers to purchase all or any part of the Business, and perform any and all other acts related thereto which are required under the Bankruptcy Code or other applicable Law, including, without limitation, supplying information relating to the Business and the assets of Seller to prospective Purchaser, subject only to the provisions of the Bidding Procedures Order. (d) If an Auction is conducted, and the Purchaser is not the prevailing party at the conclusion of such Auction (such prevailing party, the “Prevailing Bidder” and the prevailing transaction, the “Alternative Transaction”) and unless otherwise terminated pursuant ), the Purchaser shall be required to Section 3.4, Purchaser shall, if its bid is determined to be the next highest bid, serve as a back-up bidder (the “Back-up Bidder”) ), but only to the extent the Purchaser was determined to be the second highest bid, and keep the Purchaser’s bid to consummate the transactions contemplated by this Agreement on the terms and conditions set forth in this Agreement (as the same may be improved upon in the Auction) open and irrevocable until the earlier of (i) 5:00 p.m. (prevailing Eastern time) on the date which is 14 five (5) days after the date of the Sale Hearing (the “Outside Back-up Date”); provided, however, that notwithstanding the foregoing, in no event shall the Outside Back-up Date be later than September 30, 2016 or (ii) the date of closing of an Alternative Transaction with the Prevailing Bidder. Following the Sale Hearing and prior to the Outside Back-up Date, if the Prevailing Bidder fails to consummate the applicable Alternative Transaction as a result of a breach or failure to perform on the part of such Prevailing Bidder, the Back-up Bidder (if the Back-up Bidder is the next highest bidder at the Auction) will be deemed to have the new prevailing bid, and Sellers Seller will be authorized, without further order of the Bankruptcy Court, to consummate the transactions contemplated by this Agreement on the terms and conditions set forth in this Agreement (as the same may be improved upon in the Auction) with the Back-up Bidder. (de) The Sellers Seller shall promptly serve true and correct copies of the Sale and Bidding Procedures Motion and all related pleadings in accordance with the Bidding Procedures Order, the Bankruptcy Code, the Federal Rules of Bankruptcy Procedure, the Local Rules for the United States Bankruptcy Court for the Eastern District of Missouri and any other applicable order of the Bankruptcy Court.

Competing Bid and Other Matters. (a) Within seven days of two (2) Business Days following the Agreement Date Date, Sellers shall file with the Bankruptcy Court an application or motion seeking approval entry of (i) the Bidding Procedures Order Order, which shall, among other things, approve the payment of the Expense Reimbursement on the terms set forth herein and (ii) the form of this Agreement (a true and complete copy of which shall be attached to such application or motion without schedules) and the Sellers’ authority to enter into this Agreement Sale Order (the “Sale and Bidding Procedures Motion”). Such application or motion and all exhibits thereto shall be in form and substance acceptable to Purchaser, in its sole discretion. (b) This Agreement and the transactions contemplated hereby are subject to Sellers’ absolute right and ability to consider higher or better competing bids with respect to the Business and a material portion of the Purchased Assets pursuant to the Bidding Procedures Order (each a “Competing Bid”). Following completion of the Auction, if Purchaser is the Prevailing Bidder, Sellers shall not initiate contact with, solicit or encourage submission of any inquiries, proposals or offers by, any Person other than Purchaser in connection with any sale or other disposition of the Purchased Assets. In addition, unless otherwise directed by the Bankruptcy Court, Sellers shall not after completion of the Auction respond to or pursue any proposed Alternative Transaction or perform any other acts related thereto. (c) If an Auction is conducted, and Purchaser is not the prevailing party at the conclusion of such Auction (such prevailing party, the “Prevailing Bidder”) and unless otherwise terminated pursuant to Section 3.4), Purchaser shall, if its bid is determined to be the next highest bid, bid serve as a back-up bidder (the “Back-up Bidder”) and keep Purchaser’s bid to consummate the transactions contemplated by this Agreement on the terms and conditions set forth in this Agreement (as the same may be improved upon in the Auction) open and irrevocable until the earlier of (i) 5:00 p.m. (prevailing Eastern time) on the date which is 14 days after the date of the Sale Hearing May 31, 2018 (the “Outside Back-up Date”); provided, however, that notwithstanding the foregoing, in no event shall the Outside Back-up Date be later than September 30, 2016 ) or (ii) the date of closing of an Alternative Transaction with the Prevailing Bidder. Following the Sale Hearing and prior to the Outside Back-up Date, if the Prevailing Bidder fails to consummate the applicable Alternative Transaction as a result of a breach or failure to perform on the part of such Prevailing Bidder, the Back-up Bidder will be deemed to have the new prevailing bid, and Sellers will be authorized, without further order of the Bankruptcy Court, to consummate the transactions contemplated by this Agreement on the terms and conditions set forth in this Agreement (as the same may be improved upon in the Auction) with the Back-up Bidder. (d) The Sellers shall promptly serve true and correct copies of the Sale and Bidding Procedures Motion and all related pleadings in accordance with the Bidding Procedures Order, the Bankruptcy Code, the Federal Rules of Bankruptcy Procedure, the Local Rules for the United States Bankruptcy Court for the Eastern District of Missouri Delaware and any other applicable order of the Bankruptcy Court.

Competing Bid and Other Matters. (a) Within seven The Petition Date shall occur within two (2) business days of after this Agreement has been executed and delivered by Seller and Purchaser. (b) On the Agreement Date Petition Date, Sellers shall file with the Bankruptcy Court an application or motion seeking approval of (i) the Bidding Procedures Order and (ii) the form of Sale Order and (iii) the transactions contemplated in this Agreement (Agreement. Sellers will request a true and complete copy of which shall be attached “first day” hearing to such application or motion without schedules) and occur with the Sellers’ authority to enter into this Agreement (Court within three business days after the Petition Date. In the “Sale and first day” motions, Sellers will request that the Court issue the Bidding Procedures Motion”)Order within twenty (20) days after the Petition Date. (bc) This Agreement and the transactions contemplated hereby are subject to approval of the Bankruptcy Court and Sellers’ absolute right and ability to consider higher or better competing bids with respect to the Business and a material portion of the Purchased Assets pursuant to the Bidding Procedures Order (each a “Competing Bid”). Following completion of Prior to the Auction, if Purchaser is the Prevailing BidderClosing, Sellers shall not are permitted to, and may cause their Representatives and Affiliates to, initiate contact with, solicit or encourage submission of any inquiries, proposals or offers by, any Person other than (in addition to the Purchaser and its Affiliates, agents and Representatives) in connection with any sale or other disposition of the Business or a material portion of the Purchased Assets. In additionAssets or the continuation of the Business as a reorganized, unless otherwise directed by the Bankruptcy Court, going-concern. (d) Sellers shall not after completion have the responsibility and obligation to respond to any inquiries or offers to purchase all or any part of the Auction respond to or pursue any proposed Alternative Transaction or Business, and perform any and all other acts related theretothereto which are required under the Bankruptcy Code or other applicable Law, including, without limitation, supplying information relating to the Business and the assets of Sellers to prospective purchasers. (ce) If an Auction is conducted, the Purchaser shall be entitled to credit bid using the outstanding balance of the DIP Loan (as defined in the DIP Loan Documents), the Expense Reimbursement and the Breakup Fee as a portion of the Purchaser’s bid. If the Purchaser is not the prevailing party at the conclusion of such Auction (such prevailing party, the “Prevailing Bidder”) and unless otherwise terminated pursuant to Section 3.4), regardless of whether the Purchaser shall, if its bid is determined to be the next highest bid, serve as a back-up bidder at the Auction (the “Back-up Bidder”) and ), the Purchaser shall keep Purchaser’s its bid open to consummate the transactions contemplated by this Agreement on the terms and conditions set forth in this Agreement (as the same may be improved upon in the Auction) open and irrevocable until the earlier of (i) 5:00 p.m. (prevailing Eastern time) on the date which is 14 sixty (60) days after the date of the Sale Hearing (the “Outside Back-up Date”); provided, however, that notwithstanding the foregoing, in no event shall the Outside Back-up Date be later than September 30, 2016 one hundred and twenty (120) days following the Petition Date or (ii) the date of closing of an Alternative Transaction with the Prevailing BidderTransaction. Following the Sale Hearing and prior to the Outside Back-up Date, if the Prevailing Bidder fails to consummate the applicable Alternative Transaction as a result of a breach or failure to perform on the part of such Prevailing Bidder, the Back-up Bidder will be deemed to have the new prevailing bid, and Sellers will be authorized, without further order of the Bankruptcy Court, to consummate the transactions contemplated by this Agreement on the terms and conditions set forth in this Agreement (as the same may be improved upon in the Auction) with the Back-up Bidder. Following the Sale Hearing and prior to the Outside Back-up Date, if both the Prevailing Bidder and the Back-up Bidder fail to consummate the applicable Alternative Transaction as a result of their breach or failure to perform, the Purchaser will be deemed to have the new prevailing bid, and Sellers will be authorized, without further order of the Bankruptcy Court, to consummate the transactions contemplated by this Agreement on the terms and conditions set forth in this Agreement (as the same may be improved upon in the Auction) with the Purchaser. For the avoidance of doubt, the Purchaser shall be required to maintain its bid to consummate the transactions contemplated by this Agreement even if the Purchaser is not the Prevailing Bidder or the Back-up Bidder. If the Purchaser is the Prevailing Bidder or otherwise closes on the transactions contemplated by this Agreement, then, at the Closing, the DIP Loan shall be deemed satisfied without reducing the Cash Balance of the Purchase Price. (df) The Sellers shall promptly serve true and correct copies of the Sale and Bidding Procedures Motion and all related pleadings in accordance with the Bidding Procedures Order, the Bankruptcy Code, the Federal Rules of Bankruptcy ProcedureRules, the Local Rules for the United States Bankruptcy Court for the Eastern Southern District of Missouri Florida and any other applicable order of the Bankruptcy Court. (g) If the Purchaser is not selected by Sellers as the Prevailing Bidder, then, notwithstanding anything to the contrary in this Agreement, the DIP Loan Documents or otherwise, the Purchaser or the Purchaser’s designee shall provide and fund, and shall continue to be obligated to provide and fund, the DIP Loan pursuant to the terms of the DIP Loan Documents. (h) The Bidding Procedure Order shall provide, among other things, that any qualifying bid must provide sufficient cash to pay in full the DIP Loan on the Closing Date.

Competing Bid and Other Matters. (a) Within seven days of On the Agreement Date Petition Date, Sellers shall file with the Bankruptcy Court an application or motion seeking approval of (i) the Bidding Procedures Order and (ii) the form of this Agreement (a true and complete copy of which shall be attached to such application or motion without schedules) Sale Order and the Sellers’ authority to enter into transactions contemplated in this Agreement (the “Sale and Bidding Procedures Motion”)Agreement. (b) This Agreement Agreement, the parties’ obligations hereunder and the transactions contemplated hereby are subject to approval of the Bankruptcy Court and Sellers’ absolute right and ability to pursue and consider higher or otherwise better competing bids with respect to the Business and a material portion of the Purchased Assets pursuant to the Bidding Procedures Order (each a “Competing Bid”). Following completion From and after the Petition Date until the conclusion of the Auction, if Purchaser is the Prevailing BidderSale Hearing, Sellers shall not are permitted to, and may cause their Representatives and Affiliates to, initiate contact with, provide information to, solicit or encourage submission of any inquiries, proposals or offers by, any Person other than (in addition to the Purchaser and its Affiliates, agents and Representatives) in connection with any sale or other disposition of the Purchased Assets. In addition, unless otherwise directed by the Bankruptcy Court, Sellers shall not after completion Business or a material portion of the Auction respond Purchased Assets or the continuation of the Business as a reorganized, going-concern, subject only to or pursue any proposed Alternative Transaction or perform any other acts related theretothe provisions of the Bidding Procedures Order. (c) From and after the Petition Date until the conclusion of the Sale Hearing, Sellers shall have the responsibility and obligation to respond to any inquiries or offers to purchase all or any part of the Business, and perform any and all other acts related thereto which are required or permitted under the Bankruptcy Code or other applicable Law, including, without limitation, supplying information relating to the Business and the assets of Sellers to prospective purchasers, subject only to the provisions of the Bidding Procedures Order. (d) If an Auction is conducted, and the Purchaser is not the prevailing party at the conclusion of such Auction (such prevailing party, the “Prevailing Bidder”) and unless otherwise terminated pursuant ), the Purchaser shall be required to Section 3.4, Purchaser shall, if its bid is determined to be the next highest bid, serve as a back-up bidder (the “Back-up Bidder”) and keep the Purchaser’s bid to consummate the transactions contemplated by this Agreement on the terms and conditions set forth in this Agreement (as the same may be improved upon in the Auction) open and irrevocable until the earlier of (i) 5:00 p.m. (prevailing Eastern time) on the date which is 14 fifteen (15) days after the date of the entry by the Bankruptcy Court of the Sale Hearing Order (the “Outside Back-up Date”); provided, however, that notwithstanding the foregoing, in no event shall the Outside Back-up Date be later than September 30three business days after October 15, 2016 2010 or (ii) the date of closing of an Alternative Transaction with the Prevailing Bidder. Following the Sale Hearing and prior to the Outside Back-up Date, if the Prevailing Bidder fails to consummate the applicable Alternative Transaction as a result of a breach or failure to perform on the part of such Prevailing Bidder, the Back-up Bidder (if the Back-up Bidder is the next highest bidder at the Auction) will be deemed to have the new prevailing bid, and Sellers will be authorized, but not required, without further order of the Bankruptcy CourtCourt or any action on the part of the Back-up Bidder, to consummate the transactions contemplated by this Agreement on the terms and conditions set forth in this Agreement (as the same may be improved upon in the Auction) with the Back-up Bidder. (de) The Sellers shall promptly serve true and correct copies of the Sale and Bidding Procedures Motion and all related pleadings in accordance with the Bidding Procedures Order, the Bankruptcy Code, the Federal Rules of Bankruptcy Procedure, the Local Rules for the United States Bankruptcy Court for the Eastern Southern District of Missouri Florida and any other applicable order of the Bankruptcy Court.

Competing Bid and Other Matters. (a) Within seven days of the Agreement Date Date, Sellers shall file with the Bankruptcy Court an application or motion seeking approval of (i) the Bidding Procedures Order and (ii) the form of this Agreement (a true and complete copy of which shall be attached to such application or motion without schedules) and the Sellers’ authority to enter into this Agreement (the “Sale and Bidding Procedures Motion”); provided, that such application or motion and all exhibits thereto shall be in form and substance acceptable to Purchaser, in its sole discretion. (b) This Agreement and the transactions contemplated hereby are subject to Sellers’ absolute right and ability to consider higher or better competing bids with respect to the Business Sellers’ assets and a material portion of the Purchased Assets pursuant to the Bidding Procedures Order (each a “Competing Bid”). Following completion of the Auction, if Purchaser is the Prevailing Bidder, Sellers shall not initiate contact with, solicit or encourage submission of any inquiries, proposals or offers by, any Person other than Purchaser in connection with any sale or other disposition of the Purchased Assets. In addition, unless otherwise directed by the Bankruptcy Court, Sellers shall not after completion of the Auction respond to or pursue any proposed Alternative Transaction or perform any other acts related thereto. (c) If an Auction is conducted, and Purchaser is not the prevailing party at the conclusion of such Auction (such prevailing party, the “Prevailing Bidder”) and unless otherwise terminated pursuant to Section 3.4), Purchaser shall, if its bid is determined to be the next highest bid, bid serve as a back-up bidder (the “Back-up Bidder”) and keep Purchaser’s bid to consummate the transactions contemplated by this Agreement on the terms and conditions set forth in this Agreement (as the same may be improved upon in the Auction) open and irrevocable until the earlier of (i) 5:00 p.m. (prevailing Eastern time) on the date which is 14 days after the date of the Sale Hearing (the “Outside Back-up Date”); provided, however, that notwithstanding the foregoing, in no event shall the Outside Back-up Date be later than September April 30, 2016 or (ii) the date of closing of an Alternative Transaction with the Prevailing Bidder2017. Following the Sale Hearing and prior to the Outside Back-up Date, if the Prevailing Bidder fails to consummate the applicable Alternative Transaction as a result of a breach or failure to perform on the part of such Prevailing Bidder, the Back-up Bidder will be deemed to have the new prevailing bid, and Sellers will be authorized, without further order of the Bankruptcy Court, to consummate the transactions contemplated by this Agreement on the terms and conditions set forth in this Agreement (as the same may be improved upon in the Auction) with the Back-up Bidder. (d) The Sellers shall promptly serve true and correct copies of the Sale and Bidding Procedures Motion and all related pleadings in accordance with the Bidding Procedures Order, the Bankruptcy Code, the Federal Rules of Bankruptcy Procedure, the Local Rules for the United States Bankruptcy Court for the Eastern District of Missouri Minnesota and any other applicable order of the Bankruptcy Court.

Competing Bid and Other Matters. (a) Within seven days of As soon as reasonably practicable, but in no event later than July 31, 2023, the Agreement Date Sellers shall file with the Bankruptcy Court an application or a motion seeking approval of (i) the Bidding Procedures Order and Order, (ii) the Bid Protections; (iii) the form of this Agreement (a true and complete copy of which shall be attached to such application or motion without schedules), and (iv) and the Sellers’ Seller’s authority to enter into this Agreement (the “Sale and Bidding Procedures Motion”). (b) This Agreement and the transactions contemplated hereby are subject to the Sellers’ absolute right and ability to consider higher or otherwise better competing bids with respect to the Business and Purchased Assets (or a material portion of the Purchased Assets thereof) pursuant to the Bidding Procedures Order (each each, a “Competing Bid”). Following completion of the Auction, if Purchaser is the Prevailing Bidder, The Sellers shall not initiate contact withprovide Notice to Buyer within two (2) business days of receiving a Competing Bid. In no event shall Sellers seek approval of bid protections (in the form of a break-up fee, solicit expense reimbursement, or encourage submission of otherwise) for any inquiries, proposals or offers by, any Person other than Purchaser in connection with any sale or other disposition purchaser of the Purchased AssetsAssets other than Buyer. In addition, unless otherwise directed by the Bankruptcy Court, Sellers shall may seek approval of bid protections for purchasers of assets not after completion of the Auction respond subject to or pursue any proposed Alternative Transaction or perform any other acts related theretothis Agreement. (c) If an Auction is conducted, and Purchaser Buyer is not the prevailing party at the conclusion of such Auction (such prevailing partyAuction, the “Prevailing Bidder”) and unless otherwise terminated pursuant to Section 3.4, Purchaser Buyer shall, if its bid is determined to be the next highest bid, serve as a back-up bidder (the “Back-up Bidder”) and keep PurchaserBuyer’s bid to consummate the transactions contemplated by this Agreement on the terms and conditions set forth in this Agreement (as the same may be improved upon in the Auction) open and irrevocable until the earlier of (i) 5:00 p.m. (prevailing Eastern time) on the date which is 14 thirty (30) days after the date of the Sale Hearing (the “Outside Back-up Date”); provided, however, that notwithstanding the foregoing, in no event shall the Outside Back-up Date be later than September 30, 2016 or (ii) the date of closing of an Alternative Transaction with the Prevailing Bidder. Following the Sale Hearing and prior to the Outside Back-up Date, if the Prevailing Bidder fails to consummate the applicable Alternative Transaction as a result of a breach or failure to perform on the part of such Prevailing Bidder, the Back-up Bidder will be deemed to have the new prevailing bid, and Sellers will be authorized, without further order of the Bankruptcy Court, to consummate the transactions contemplated by this Agreement on the terms and conditions set forth in this Agreement (as the same may be improved upon in the Auction) with the Back-up BidderHearing. (d) The Upon the conclusion of an Auction, if one is conducted, the Sellers shall promptly serve true and correct copies of select the Sale and Bidding Procedures Motion and all related pleadings highest or otherwise best Competing Bid for the Purchased Assets. (e) The Buyer shall cause its counsel to enter an appearance in accordance with the Bidding Procedures Order, the Bankruptcy Code, the Federal Rules Case and thereafter obtain and receive electronic service of Bankruptcy Procedure, the Local Rules for the United States Bankruptcy Court for the Eastern District and notification of Missouri and any other applicable order of all documents filed in the Bankruptcy Case pursuant to the Court’s ECF system.

Competing Bid and Other Matters. (a) Within seven days of the Agreement Date On or before December 9, 2024, Sellers shall file with the Bankruptcy Court an application or a motion seeking approval of (the “Sale Motion”) seeking: (i) entry of an order, in form and substance satisfactory to Purchaser in its sole and absolute discretion, as amended, modified or supplemented with the prior written consent of Purchaser, among other things, (A) establishing bidding procedures governing the sale of the Purchased Assets, including a process for overbidding and an auction subject to higher and better bids, substantially in the form annexed hereto as Exhibit D, as the same may be amended, modified or supplemented with the prior written consent of Purchaser (the “Bidding Procedures”), (B) establishing procedures for the assumption and assignment of Assigned Contracts, and (C) approving payment of the Expense Reimbursement on the terms set forth herein (the “Bidding Procedures Order Order”); and (ii) if Purchaser is designated as the Successful Bidder (as defined below), entry of an order, in form and substance satisfactory to Purchaser in its reasonable discretion, as amended, modified or supplemented with the prior written consent of this Agreement Purchaser authorizing and approving, among other things, (a true A) the sale of the Purchased Assets to Purchaser on the terms and complete copy conditions set forth herein, and (B) the assignment and assumption by Purchaser of which shall be attached to such application or motion without schedules) and the Sellers’ authority to enter into this Agreement each Assigned Contract (the “Sale and Bidding Procedures MotionOrder”). (b) This Agreement and the transactions contemplated hereby are subject to Sellers’ absolute right and ability to consider pursue higher or better competing bids with respect to the Business and a material portion of the Purchased Assets pursuant to the Bidding Procedures Order (each a “Competing Bid”). Following completion of the Auction, if Purchaser is the Prevailing Bidder, Sellers shall not initiate contact with, solicit or encourage submission of any inquiries, proposals or offers by, any Person other than Purchaser in connection with any sale or other disposition of the Purchased Assets. In addition, unless otherwise directed by the Bankruptcy Court, Sellers shall not after completion of the Auction respond to or pursue any proposed Alternative Transaction or perform any other acts related thereto. (c) If an Auction is conducted, and Purchaser is not the prevailing party at the conclusion of such Auction (such prevailing party, the “Prevailing Successful Bidder”) and unless otherwise terminated pursuant to Section 3.4, Purchaser shall), if its Purchaser’s bid is determined by the Sellers to be the next highest bid, Purchaser shall serve as a back-up bidder (the “Back-up Next Highest Bidder”) and keep Purchaser’s bid to consummate the transactions contemplated 45 by this Agreement on the terms and conditions set forth in this Agreement (as the same may be improved upon in the Auction) open and irrevocable until the earlier of (i) 5:00 p.m. (prevailing Eastern time) on the date which is 14 days after the date of the Sale Hearing (the “Outside Back-up Date”); provided, however, that notwithstanding the foregoing, in no event shall the Outside Back-up Date be later than September 30, 2016 or (ii) the date of closing of an Alternative Transaction with the Prevailing Bidder. Following the Sale Hearing and prior to the Outside Back-up Date, if the Prevailing Bidder fails to consummate the applicable Alternative Transaction as a result of a breach or failure to perform on the part of such Prevailing Successful Bidder, the Back-up Bidder will be deemed to have the new prevailing bid, and Sellers will be authorized, without further order of the Bankruptcy Court, to shall consummate the transactions contemplated by this Agreement on upon the terms and conditions as set forth in this Agreement (herein, including the consideration, as the same may be improved upon in increased by Purchaser at or after the Auction) with the Back-up Bidder. (d) The Sellers shall promptly serve on Purchaser true and correct copies of the Sale and Bidding Procedures Motion and all related pleadings in accordance with the Bidding Procedures Order, the Bankruptcy Code, the Federal Rules of Bankruptcy Procedure, the Local Rules for the United States Bankruptcy Court for the Eastern District of Missouri Delaware and any other applicable order of the Bankruptcy Court.