Common use of Exclusivity; Acquisition Proposals Clause in Contracts

Exclusivity; Acquisition Proposals. Unless and until this Agreement will have been terminated by either party pursuant to Article X hereof and thereafter subject to Section 10.5, INT'X.xxx will not (and will use its reasonable best efforts to ensure that none of its officers, directors, stockholders, agents, representatives or affiliates) take or cause or permit any Person to take, directly or indirectly, any of the following actions with any party other than Parent and its designees: (i) solicit, encourage, initiate or participate in any negotiations, inquiries, or discussions with respect to any offer or proposal to acquire all or any significant part of INT'X.xxx's business, assets or capital stock, whether by merger, consolidation, other business combination, purchase of assets, tender or exchange offer or otherwise (each of the foregoing, an "ACQUISITION TRANSACTION"), (ii) disclose, in connection with an Acquisition Transaction, any information not customarily disclosed to any Person other than Parent or its representatives concerning INT'X.xxx's business or properties or afford to any Person other than Parent or its representatives access to its properties, books, or records, except in the ordinary course of business and as required by law or pursuant to a governmental request for information, (iii) enter into or execute any agreement relating to an Acquisition Transaction, or (iv) make or authorize any public statement, recommendation or solicitation in support of any Acquisition Transaction or any offer or proposal relating to an Acquisition Transaction other than with respect to the Merger PROVIDED, HOWEVER, that (a) INT'X.xxx may furnish or cause to be furnished information concerning INT'X.xxx and its businesses, properties or assets to a Person, (b) the Company may engage in discussions or negotiations with such Person, (c) following receipt of a proposal or offer for an Acquisition Transaction, may make disclosure to its stockholders and may recommend such proposal or offer to its stockholders and (d) following receipt of a proposal or offer for an Acquisition Transaction the Board of Directors of INT'X.xxx may enter into an agreement in principle or a definitive agreement with respect to such Acquisition Transaction, but in each case referred to in the foregoing clauses (a) through (d) only to the extent that the Board of Directors of INT'X.xxx shall conclude in good faith after consultation with outside legal counsel that such action is necessary or appropriate because failure to take such action would be inconsistent with the fiduciary duties owed by the Board of Directors to the stockholders of INT'X.xxx under applicable law; and PROVIDED, FURTHER, that the Board of Directors of INT'X.xxx shall not take any of the foregoing actions referred to in clauses (a) through (d) without prior written notice to Parent with respect to such action. In the event that INT'X.xxx is contacted by any third party expressing an interest in discussing an Acquisition Transaction, INT'X.xxx will promptly notify Parent of such contact and the identity of the party so contacting INT'X.xxx.

Exclusivity; Acquisition Proposals. (a) Unless and until this Agreement will have has been terminated by either party pursuant to Article X hereof and thereafter subject to in accordance with Section 10.59.1 hereof, INT'X.xxx Company agrees that it will not (and will use its commercially reasonable best efforts to ensure that none of its officers, directors, stockholders, agents, representatives employees, or affiliates, or any investment banker, financial advisor, attorney, accountant, or other advisor, agent, or representative (collectively, “Representatives”)) take or cause or permit any Person to take, directly or indirectly, any of the following actions with any party other than Parent and its designees: (i) solicit, encourage, initiate initiate, or participate in any negotiations, inquiries, or discussions with respect to any offer or proposal to acquire all or any significant part of INT'X.xxx's Company, its business, assets assets, or capital stockshares, whether by merger, consolidation, other business combination, purchase of capital stock purchase of assets, license (but excluding non-exclusive licenses entered into in the ordinary course of business), lease, tender or exchange offer offer, or otherwise (each of the foregoing, an "ACQUISITION TRANSACTION"a “Restricted Transaction”), ; (ii) disclose, in connection with an Acquisition a Restricted Transaction, any nonpublic information not customarily disclosed to any Person other than Parent or its representatives Representatives concerning INT'X.xxx's Company’s business or properties or afford to any Person other than Parent or its representatives Representatives access to its properties, books, or records, except in the ordinary course of business and as required by law or pursuant to in accordance with a governmental request for information, ; (iii) enter into or execute any agreement relating to an Acquisition a Restricted Transaction, ; or (iv) make or authorize any public statement, recommendation recommendation, or solicitation in support of any Acquisition Restricted Transaction or any offer or proposal relating to an Acquisition a Restricted Transaction other than with respect to the Merger PROVIDED, HOWEVER, that (a) INT'X.xxx may furnish or cause to be furnished information concerning INT'X.xxx and its businesses, properties or assets to a Person, (b) the Merger. If Company may engage in discussions or negotiations with such Person, (c) following receipt of a proposal or offer for an Acquisition Transaction, may make disclosure to its stockholders and may recommend such proposal or offer to its stockholders and (d) following receipt of a proposal or offer for an Acquisition Transaction the Board of Directors of INT'X.xxx may enter into an agreement in principle or a definitive agreement with respect to such Acquisition Transaction, but in each case referred to in the foregoing clauses (a) through (d) only to the extent that the Board of Directors of INT'X.xxx shall conclude in good faith after consultation with outside legal counsel that such action is necessary or appropriate because failure to take such action would be inconsistent with the fiduciary duties owed by the Board of Directors to the stockholders of INT'X.xxx under applicable law; and PROVIDED, FURTHER, that the Board of Directors of INT'X.xxx shall not take any of the foregoing actions referred to in clauses (a) through (d) without prior written notice to Parent with respect to such action. In the event that INT'X.xxx is contacted by any third party expressing an interest in discussing an Acquisition a Restricted Transaction, INT'X.xxx Company will promptly promptly, but in no event later than 24 hours following Company’s knowledge of such contact, notify Parent in writing of such contact and the identity of the party so contacting INT'X.xxxCompany and any information conveyed to Company by such third party in connection with such contact or relating to such Restricted Transaction, and will promptly, but in no event later than 24 hours, advise Parent of any material modification or proposed modification thereto. (b) Neither the board of directors of Company nor any committee thereof will directly or indirectly (i) (A) withdraw (or amend or modify in a manner adverse to Parent), or publicly propose to withdraw (or amend or modify in a manner adverse to Parent), the approval, recommendation, or declaration of advisability by the board of directors of Company or any such committee thereof of this Agreement, the Merger, or the Transactions, or (B) recommend, adopt, or approve, or propose publicly to recommend, adopt, or approve, any Acquisition Proposal (any action described in this clause (i) being referred to as a “Change of Recommendation”) or (ii) approve or recommend, or publicly propose to approve or recommend, or allow Company or any subsidiary of Company to execute or enter into, any letter of intent, memorandum of understanding, agreement in principle, merger agreement, acquisition agreement, option agreement, joint venture agreement, partnership agreement, or other similar agreement, arrangement, or understanding (X) constituting or related to, or that is intended to or could reasonably be expected to lead to, any Acquisition Proposal or (Y) requiring it to abandon, terminate, or fail to consummate the Merger or any other transaction contemplated by this Agreement. (c) The obligation of Company to call, give notice of, convene, and hold a shareholders’ meeting will not be limited or otherwise affected by the commencement, disclosure, announcement, or submission to it of any Acquisition Proposal.

Exclusivity; Acquisition Proposals. Unless and until this Agreement will ---------------------------------- shall have been terminated by either party pursuant to Article X hereof and thereafter subject to Section 10.58.1, INT'X.xxx will not (and will use its reasonable best efforts to ensure that none of its officers, directors, stockholders, agents, representatives or affiliates) take or cause or permit any Person to takeneither MetroBeat nor the Principal Shareholder shall, directly or indirectly, through any officer, director, shareholder, employee, representative, agent or otherwise, solicit, initiate, entertain or encourage any proposals or offers from any third party relating to any possible acquisition of MetroBeat or any of its subsidiaries (whether by way of merger, purchase of capital stock, purchase of assets or otherwise) (an "Alternative Acquisition"), or engage in any sale of equity interests in MetroBeat's (other than pursuant to the exercise of outstanding options or warrants) (an "Equity Transaction"); nor will MetroBeat participate in any negotiations regarding, or furnish to any person any information with respect to, or otherwise cooperate with, facilitate or encourage any effort or attempt by any person to do or seek any Alternative Acquisition or Equity Transaction. In addition, (a) MetroBeat will maintain the confidentiality of its confidential information, including information with respect to its financial and operating condition, and (b) without PerfectMarket's written consent, MetroBeat and its representatives will not disclose to any other person (other than its accountants, lawyers and other professional advisers) the nature of the discussions or negotiations taking place concerning the proposed transaction involving the parties or any of the following actions terms, conditions or other facts with respect thereto (including the status thereof). In the event MetroBeat or the Principal Shareholder receive from any third party other than Parent and its designees: any offer or indication of interest (iwhether made in writing or otherwise) solicit, encourage, initiate regarding an Alternative Transaction or participate in any negotiations, inquiriesan Equity Transaction, or discussions any request for information about MetroBeat with respect to any offer or proposal to acquire all or any significant part of INT'X.xxx's business, assets or capital stock, whether by merger, consolidation, other business combination, purchase of assets, tender or exchange offer or otherwise (each of the foregoing, an "ACQUISITION TRANSACTION")then MetroBeat shall promptly communicate to PerfectMarket the material terms of each such offer, (ii) disclose, in connection with an Acquisition Transaction, any information not customarily disclosed to any Person other than Parent or its representatives concerning INT'X.xxx's business or properties or afford to any Person other than Parent or its representatives access to its properties, booksindication of interest, or recordsrequest, except in the ordinary course of business and as required by law or pursuant to a governmental request for information, (iii) enter into or execute any agreement relating to an Acquisition Transaction, or (iv) make or authorize any public statement, recommendation or solicitation in support of any Acquisition Transaction or any offer or proposal relating to an Acquisition Transaction other than with respect to the Merger PROVIDED, HOWEVER, that (a) INT'X.xxx may furnish or cause to be furnished information concerning INT'X.xxx and its businesses, properties or assets to a Person, (b) the Company may engage in discussions or negotiations with such Person, (c) following receipt of a proposal or offer for an Acquisition Transaction, may make disclosure to its stockholders and may recommend such proposal or offer to its stockholders and (d) following receipt of a proposal or offer for an Acquisition Transaction the Board of Directors of INT'X.xxx may enter into an agreement in principle or a definitive agreement with respect to such Acquisition Transaction, but in each case referred to in the foregoing clauses (a) through (d) only to the extent that the Board of Directors of INT'X.xxx shall conclude in good faith after consultation with outside legal counsel that such action is necessary or appropriate because failure to take such action would be inconsistent with the fiduciary duties owed by the Board of Directors to the stockholders of INT'X.xxx under applicable law; and PROVIDED, FURTHER, that the Board of Directors of INT'X.xxx shall not take any of the foregoing actions referred to in clauses (a) through (d) without prior written notice to Parent with respect to such action. In the event that INT'X.xxx is contacted by any third party expressing an interest in discussing an Acquisition Transaction, INT'X.xxx will promptly notify Parent of such contact and including the identity of the party so contacting INT'X.xxxthird party. The Principal Shareholder further agrees not to transfer, sell, exchange, pledge or otherwise dispose of or encumber any shares of MetroBeat Common Stock or to discuss, negotiate, or make any offer or agreement relating thereto, at any time prior to the earliest to occur of the termination of this Agreement and the Effective Time.

Exclusivity; Acquisition Proposals. Unless 5.1. 1Unless and until this Agreement will have has been terminated by either party pursuant to Article X hereof and thereafter subject to Section 10.58.1, INT'X.xxx will not (and will use its reasonable best efforts to ensure that except as required by law, none of its officers, directors, stockholders, agents, representatives or affiliates) the Sellers nor any of the Acquired Companies shall take or cause or permit any Person to takecause, directly or indirectly, any of the following actions with any party Person other than Parent GCI and its designeesthe designees or agents of GCI: (i) solicit, encourage, initiate or participate in any negotiations, inquiries, inquiries or discussions with respect to any offer or proposal to acquire all the business or assets of any significant part of INT'X.xxx's business, assets or capital stockthe Acquired Companies, whether by merger, consolidation, other business combination, purchase of assetsassets or stock, tender or exchange offer or otherwise (each of the foregoing, foregoing an "ACQUISITION TRANSACTION"“Acquisition Transaction”), ; (ii) disclose, in connection with an Acquisition Transaction, disclose any information not customarily disclosed to any Person other than Parent who is or its representatives concerning INT'X.xxx's business or properties or afford to any Person other than Parent or its representatives access to its properties, books, or records, except in the ordinary course may be requesting such information for purposes of business and as required by law or pursuant to a governmental request for information, possible Acquisition Transaction; (iii) enter into agree to or execute any letter of intent, term sheet or agreement relating to an Acquisition Transaction, ; or (iv) make or authorize any public statement, recommendation statement or solicitation in support of with respect to any Acquisition Transaction or any offer or proposal relating to an Acquisition Transaction other than with respect to the Merger PROVIDED, HOWEVER, that (a) INT'X.xxx may furnish or cause to be furnished information concerning INT'X.xxx and its businesses, properties or assets to a Person, (b) the Company may engage in discussions or negotiations with such Person, (c) following receipt of a proposal or offer for an Acquisition Transaction, may make disclosure to its stockholders and may recommend such proposal or offer to its stockholders and (d) following receipt of a proposal or offer for an Acquisition Transaction the Board of Directors of INT'X.xxx may enter into an agreement in principle or a definitive agreement with respect to such Acquisition Transaction, but in each case referred to in the foregoing clauses (a) through (d) only to the extent that the Board of Directors of INT'X.xxx shall conclude in good faith after consultation with outside legal counsel that such action is necessary or appropriate because failure to take such action would be inconsistent with the fiduciary duties owed by the Board of Directors to the stockholders of INT'X.xxx under applicable law; and PROVIDED, FURTHER, that the Board of Directors of INT'X.xxx shall not take any of the foregoing actions referred to in clauses (a) through (d) without prior written notice to Parent with respect to such actiontransactions contemplated hereby. In the event that INT'X.xxx is contacted Sellers receive any offer or proposal to acquire the business or assets of the Acquired Companies from a Person other than GCI or the designees or agents of GCI, Sellers shall immediately share such offer with GCI. 5.1. 2In the event that Sellers are required by any third party expressing an interest law to pursue a sale of the Acquired Companies with a Person other than GCI or the designees or agents of GCI and this Agreement has not been terminated pursuant to Section 8.1, Sellers shall pay to GCI all out-of-pocket costs and expenses (including, without limitation, all fees and expenses of counsel, BUS_RE\1394606.17 advisors and consultants) incurred by GCI and its affiliates or on their behalf in discussing an Acquisition Transaction, INT'X.xxx will promptly notify Parent of such contact connection with this Agreement and the identity letter of intent dated August 23, 2007. Sellers shall make such payment within 30 days of receiving an invoice from GCI. Such payment shall not limit any other rights available to GCI under law or in equity. Notwithstanding anything to the party so contacting INT'X.xxxcontrary in this Agreement, in no event shall such payment exceed $200,000.

Exclusivity; Acquisition Proposals. Unless and until (a) Prior to the earlier of the termination of this Agreement will have been terminated by either party pursuant to Article X hereof or the Closing, in order to induce Company and thereafter subject Sellers to Section 10.5continue to commit to expend management time and financial resources in furtherance of the Transactions contemplated hereby, INT'X.xxx will not (Buyer shall not, and will use shall cause its reasonable best efforts Representatives to ensure that none not, without the prior written consent of its officers, directors, stockholders, agents, representatives or affiliates) take or cause or permit any Person to takeCompany, directly or indirectly, any of the following actions with any party other than Parent and its designees: (i) solicit, encourageassist, initiate or participate in any negotiationsfacilitate the making, inquiriessubmission or announcement of, or discussions with respect to intentionally encourage, any offer or proposal to acquire all or any significant part of INT'X.xxx's business, assets or capital stock, whether by merger, consolidation, other business combination, purchase of assets, tender or exchange offer or otherwise (each of the foregoing, an "ACQUISITION TRANSACTION")Acquisition Proposal, (ii) disclosefurnish any non-public information regarding Buyer or its Affiliates or their respective businesses, operations, assets, Liabilities, financial condition, prospects or employees to any Person or group of Persons (other than a Party to this Agreement or their respective Representatives) in connection with or in response to an Acquisition TransactionProposal, any information not customarily disclosed to any Person other than Parent or its representatives concerning INT'X.xxx's business or properties or afford to any Person other than Parent or its representatives access to its properties, books, or records, except in the ordinary course of business and as required by law or pursuant to a governmental request for informationapplicable Law, (iii) enter into engage or execute any agreement relating to an Acquisition Transaction, or (iv) make or authorize any public statement, recommendation or solicitation in support of any Acquisition Transaction or any offer or proposal relating to an Acquisition Transaction other than with respect to the Merger PROVIDED, HOWEVER, that (a) INT'X.xxx may furnish or cause to be furnished information concerning INT'X.xxx and its businesses, properties or assets to a Person, (b) the Company may engage participate in discussions or negotiations with such Personany Person or group of Persons with respect to, or that could reasonably be expected to lead to, an Acquisition Proposal, (civ) following approve, endorse or recommend, or publicly propose to approve, endorse or recommend, any Acquisition Proposal, (v) negotiate or enter into any letter of intent, agreement in principle, acquisition agreement or other similar agreement related to any Acquisition Proposal, or (vi) release any third Person from, or waive any provision of, any confidentiality agreement to which such Party is a party. (b) Buyer shall notify Company and the Sellers’ Representative as promptly as practicable (and in any event three (3) business days) in writing of the receipt by Buyer or any of a proposal its Representatives of (i) any bona fide inquiries, proposals or offer offers, requests for information or requests for discussions or negotiations regarding or constituting any Acquisition Proposal or any bona fide inquiries, proposals or offers, requests for information or requests for discussions or negotiations that could be expected to result in an Acquisition TransactionProposal, may make disclosure to its stockholders and may recommend such proposal or offer to its stockholders and (dii) following receipt of any request for non-public information relating to Buyer or its Affiliates in connection with any Acquisition Proposal, specifying in each case, the material terms and conditions thereof (including a proposal or offer for an Acquisition Transaction the Board of Directors of INT'X.xxx may enter into an agreement copy thereof if in principle writing or a definitive agreement with respect to such Acquisition Transaction, but in each case referred to in the foregoing clauses (awritten summary thereof if oral) through (d) only to the extent that the Board of Directors of INT'X.xxx shall conclude in good faith after consultation with outside legal counsel that such action is necessary or appropriate because failure to take such action would be inconsistent with the fiduciary duties owed by the Board of Directors to the stockholders of INT'X.xxx under applicable law; and PROVIDED, FURTHER, that the Board of Directors of INT'X.xxx shall not take any of the foregoing actions referred to in clauses (a) through (d) without prior written notice to Parent with respect to such action. In the event that INT'X.xxx is contacted by any third party expressing an interest in discussing an Acquisition Transaction, INT'X.xxx will promptly notify Parent of such contact and the identity of the party so contacting INT'X.xxxmaking such inquiry, proposal, offer or request for information. Each Party shall keep the others promptly informed of the status of any such inquiries, proposals, offers or requests for information. Prior to Closing, Buyer shall, and shall cause its Representatives to, immediately cease and cause to be terminated any solicitations, discussions or negotiations with any Person with respect to any Acquisition Proposal and shall, and shall direct its Representatives to, cease and terminate any such solicitations, discussions or negotiations.

Exclusivity; Acquisition Proposals. Unless and until this Agreement will shall have been terminated by either party pursuant to Article X hereof and thereafter subject to Section 10.5IX hereof, INT'X.xxx will Company shall not (and will each shall use its commercially reasonable best efforts to ensure that none of its officers, directors, stockholders, agents, representatives or affiliates) take or cause or permit any Person person to take, directly or indirectly, any of the following actions with any party other than Parent and its designees: (i) solicit, encourage, initiate or participate in any negotiations, inquiries, inquiries or discussions with respect to any offer or proposal to acquire all or any significant part of INT'X.xxx's its business, assets or capital stock, shares whether by merger, consolidation, other business combination, purchase of assets, tender or exchange offer or otherwise (each of the foregoing, an "ACQUISITION TRANSACTION"), (ii) disclose, in connection with an Acquisition Transaction, any information not customarily disclosed to any Person person other than Parent or its representatives concerning INT'X.xxxCompany's business or properties or afford to any Person person other than Parent or its representatives or entity access to its properties, books, books or records, except in the ordinary course Ordinary Course of business Business and as required by law or pursuant to a governmental request for informationinformation (and then only after giving prior notice to Parent), (iii) enter into or execute any agreement relating to an Acquisition Transaction, or (iv) make or authorize any public statement, recommendation or solicitation in support of any Acquisition Transaction or any offer or proposal relating to an Acquisition Transaction other than with respect to the Merger PROVIDEDMerger; provided, HOWEVERhowever, that (a) INT'X.xxx may furnish or cause if, at any time prior to be furnished information concerning INT'X.xxx and its businessesthe approval of the Merger by the stockholders of the Company, properties or assets to a Person, (b) the Company may engage in discussions or negotiations with such Person, (c) following receipt of a proposal or offer for an Acquisition Transaction, may make disclosure to its stockholders and may recommend such proposal or offer to its stockholders and (d) following receipt of a proposal or offer for an Acquisition Transaction the Board of Directors of INT'X.xxx may enter into an agreement Company determines in principle good faith, based on the advice of outside counsel, that failure to do so would be reasonably likely to constitute a breach of its fiduciary duties to the Company or the Company's stockholders under applicable law, the Company, in response to a definitive agreement written proposal with respect to such an Acquisition Transaction, but in each case referred to in the foregoing clauses Transaction that was (a) through unsolicited or that did not otherwise result from a breach of this Section, and (db) only is reasonably likely to lead to a Superior Proposal (as defined below), may (1) furnish non-public information with respect to Company to the extent person who made such written proposal with respect to an Acquisition and (2) participate in negotiations regarding such written proposal with respect to an Acquisition Transaction. For purposes hereof, a "SUPERIOR PROPOSAL" shall mean a proposal with respect to an Acquisition Transaction that (x) the Board of Directors of INT'X.xxx shall conclude Company, in good faith after consultation with faith, based on the advice of outside legal counsel that such action counsel, determines to be more favorable than the Parent's offer, and (y) is necessary already financed or appropriate because failure to take such action would be inconsistent with the fiduciary duties owed by the Board of Directors to the stockholders of INT'X.xxx under applicable law; and PROVIDED, FURTHER, that the Board of Directors of INT'X.xxx shall not take any of the foregoing actions referred to in clauses (a) through (d) without prior written notice to readily financeable. Company will notify Parent with respect to such action. In the event that INT'X.xxx immediately if it is contacted by any third party expressing an interest in discussing with respect to an Acquisition TransactionTransaction and provide Parent with reasonably detailed information regarding such proposal, INT'X.xxx will promptly notify Parent of such contact and including the identity of the party so contacting INT'X.xxxmaking such proposal, unless such disclosure would violate a currently existing confidentiality agreement.

Exclusivity; Acquisition Proposals. Unless and until this Agreement will shall have been terminated by either party pursuant to Article X hereof and thereafter subject to Section 10.57.1 hereof, INT'X.xxx will except as required by law, MDA shall not (and will it shall use its reasonable best efforts to ensure that none of its officers, directors, stockholders, agents, representatives or affiliates) take or cause or permit any Person Subsidiary to take, directly or indirectly, any of the following actions with any party other than Parent Orbital and its designeesdesignees or agents: (i) solicit, encourage, initiate or participate in any negotiations, inquiries, inquiries or discussions with respect to any offer or proposal to acquire all or any significant part of INT'X.xxx's its business, assets or capital stock, shares whether by arrangement, amalgamation, merger, consolidation, other business combination, purchase of assets, tender or exchange offer or otherwise (each of the foregoing, foregoing an "ACQUISITION TRANSACTIONAcquisition Transaction"), ; (ii) disclose, in connection with an Acquisition Transaction, disclose any information not customarily disclosed to any Person other than Parent or person concerning its representatives concerning INT'X.xxx's business or properties or afford to any Person other than Parent person or its representatives entity access to its properties, books, books or records, except in the ordinary course of business consistent with past practice and as required by law or pursuant to a governmental request for information, ; (iii) enter into or execute any agreement relating to an Acquisition Transaction, plan of reorganization, or other agreement calling for the sale of all or any significant part of its business and properties; or (iv) make or authorize any public statement, recommendation or solicitation in support of with respect to any Acquisition Transaction or any offer or proposal relating to an Acquisition Transaction other than with respect to the Merger PROVIDEDArrangement; provided, HOWEVERhowever, that (a) INT'X.xxx may furnish nothing contained herein shall limit the power of the MDA Board of Directors to withdraw or cause modify any recommendation with respect to be furnished the Plan of Arrangement if an adverse material change occurs in the business or affairs of Orbital or in any of the information concerning INT'X.xxx and its businessesprovided by Orbital on which the MDA Board of Directors has based any recommendation. Further, properties or assets to a Person, (b) the Company may engage in discussions or negotiations with such Person, (c) following receipt of a proposal or offer for if any person proposes an Acquisition Transaction, may make disclosure to its stockholders and may recommend such proposal or offer to its stockholders and (d) following receipt of a proposal or offer for an unsolicited bona fide Acquisition Transaction that in the opinion of MDA's Board of Directors (having consulted its financial advisors) offers terms that may be more favorable to the MDA shareholders than pursuant to this Agreement or the Plan of Arrangement, MDA shall have seven business days to consider such proposal, following which time the MDA Board of Directors may withdraw or modify any recommendation with respect to the Plan of Arrangement only if to do so would, in the opinion of the Board of Directors (having consulted outside counsel), acting reasonably, be a proper exercise of INT'X.xxx may enter into an agreement in principle or a definitive agreement with respect to the directors' fiduciary duty. Notwithstanding the provisions of Section 5.2, if such unsolicited bona fide Acquisition TransactionTransaction is proposed within the seven-business-day period preceding the Shareholder Meeting, but in each case referred to in then the foregoing clauses (a) through (d) only to the extent that the MDA Board of Directors of INT'X.xxx may recommend or support a proposal to postpone or adjourn such meeting for not more than 10 business days, provided that nothing shall conclude in good faith after consultation with outside legal counsel that such action is necessary entitle MDA or appropriate because failure to take such action would be inconsistent with the fiduciary duties owed by the its Board of Directors to terminate this Agreement (except pursuant to and in accordance with the stockholders provisions of INT'X.xxx under applicable law; and PROVIDEDSection 7.1 hereof), FURTHER, that not to proceed with the Board Shareholder Meeting or to withdraw from the MDA shareholders the vote on the Plan of Directors of INT'X.xxx shall not take any of the foregoing actions referred to in clauses (a) through (d) without prior written notice to Parent with respect to such actionArrangement. In the event that INT'X.xxx is contacted MDA shall be required by law to take any third party expressing an interest action described in discussing an Acquisition Transactionthe two immediately preceding sentences or receives any offer or proposal, INT'X.xxx will promptly notify Parent directly or indirectly, of the type referred to in clause (i) above, or any request for disclosure or access with respect to information of the type referred to in clause (ii) above, it shall immediately, and prior to taking any action in response thereto, inform Orbital as to all material facts concerning any such contact and offer, proposal or request (to the extent not otherwise restricted by confidentiality obligations), including the identity of the party so contacting INT'X.xxxmaking the offer, proposal or request, and will thereafter cooperate with Orbital by informing Orbital of additional material facts as they arise and furnishing to Orbital any additional information as is furnished to any third party making such proposal or requesting information to the extent not otherwise restricted by confidentiality obligations.

Exclusivity; Acquisition Proposals. Unless and until this Agreement will have been terminated by either party pursuant to Article X XI hereof and thereafter subject to Section 10.511.5, INT'X.xxx neither Mentorix, Mentorix India nor any of the Shareholders will not (and each will use its reasonable best efforts to ensure that none of its officers, directors, stockholders, agents, representatives or affiliates) take or cause or permit any Person to take, directly or indirectly, any of the following actions with any party other than Parent and its designees: : (i) solicit, encourage, initiate or participate in any negotiations, inquiries, or discussions with respect to any offer or proposal to acquire all or any significant part of INT'X.xxx's Mentorix’s or Mentorix India’s business, assets or capital stock, whether by merger, consolidation, other business combination, purchase of assets, tender or exchange offer or otherwise (each of the foregoing, an "ACQUISITION TRANSACTION"“Acquisition Transaction”), (ii) disclose, in connection with an Acquisition Transaction, any information not customarily disclosed to any Person other than Parent or its representatives concerning INT'X.xxx's Mentorix’s business or properties or afford to any Person other than Parent or its representatives access to its properties, books, or records, except in the ordinary course of business and as required by law or pursuant to a governmental request for information, (iii) enter into or execute any agreement relating to an Acquisition Transaction, or (iv) make or authorize any public statement, recommendation or solicitation in support of any Acquisition Transaction or any offer or proposal relating to an Acquisition Transaction other than with respect to the Merger PROVIDED, HOWEVER, that (a) INT'X.xxx may furnish or cause to be furnished information concerning INT'X.xxx and its businesses, properties or assets to a Person, (b) the Company may engage in discussions or negotiations with such Person, (c) following receipt of a proposal or offer for an Acquisition Transaction, may make disclosure to its stockholders and may recommend such proposal or offer to its stockholders and (d) following receipt of a proposal or offer for an Acquisition Transaction the Board of Directors of INT'X.xxx may enter into an agreement in principle or a definitive agreement with respect to such Acquisition Transaction, but in each case referred to in the foregoing clauses (a) through (d) only to the extent that the Board of Directors of INT'X.xxx shall conclude in good faith after consultation with outside legal counsel that such action is necessary or appropriate because failure to take such action would be inconsistent with the fiduciary duties owed by the Board of Directors to the stockholders of INT'X.xxx under applicable law; and PROVIDED, FURTHER, that the Board of Directors of INT'X.xxx shall not take any of the foregoing actions referred to in clauses (a) through (d) without prior written notice to Parent with respect to such actionMerger. In the event that INT'X.xxx Mentorix or Mentorix India is contacted by any third party expressing an interest in discussing an Acquisition Transaction, INT'X.xxx Mentorix will promptly notify Parent of such contact and the identity of the party so contacting INT'X.xxxMentorix or Mentorix India, as the case may be.

Exclusivity; Acquisition Proposals. Unless and until this Agreement will shall have been terminated by either party pursuant to Article X hereof and thereafter subject to Section 10.5IX, INT'X.xxx will the Company shall not (and will shall use its reasonable best efforts to ensure that none of its officers, directors, stockholdersemployees, agents, representatives or affiliatesAffiliates) take or cause or permit any Person person to take, directly or indirectly, any of the following actions with any party other than Parent and its designees: (i) solicit, encourage, initiate or participate in any negotiations, inquiries, inquiries or discussions (except for discussions solely among or between any of the parties hereto and their respective officers, directors, employees, agents and other representatives and solely limited to matters not involving any Acquisition Transaction (as defined infra) whatsoever) with respect to any offer or proposal to acquire all or any significant part of INT'X.xxx's its business, assets Assets or capital stock, whether by stock purchase, merger, consolidation, other business combination, purchase of assets, tender or exchange offer or otherwise (each of the foregoing, other than pursuant to the Merger, an "ACQUISITION TRANSACTION"“Acquisition Transaction”), (ii) disclose, in connection with an Acquisition Transaction, any information not customarily disclosed disclose to any Person person other than Parent or its representatives any information not customarily disclosed by the Company concerning INT'X.xxx's the Company’s business or properties properties, or afford to any Person person other than Parent or its representatives access to its properties, books, books or records, except in the ordinary course Ordinary Course of business Business of the Company and as required by law Law or pursuant to a governmental request for informationinformation (and then only after giving prior notice to Parent), (iii) enter into or execute any agreement relating to an Acquisition Transaction, or (iv) make or authorize any public statement, recommendation or solicitation in support of any Acquisition Transaction or any offer or proposal relating to an Acquisition Transaction; in each such case, except and only to the extent that, at any time prior to the approval of the Merger by the stockholders of the Company pursuant to the applicable provisions of the DGCL (the “Stockholder Approval”), the Board determines in good faith, after consultation with outside legal counsel, that failure to do so would be reasonably likely to constitute a breach of its fiduciary duties to the Company’s stockholders under applicable Law. Notwithstanding the foregoing, the Company, in response to a written proposal with respect to an Acquisition Transaction other than that was (a) unsolicited or that did not otherwise result from a breach of this Section 4.4 and was received by the Company prior to the Stockholder Approval, and (b) is reasonably likely to lead to a Superior Proposal (as defined infra), may (1) furnish non-public information with respect to the Merger PROVIDED, HOWEVER, that Company to the person who made such written proposal with respect to an Acquisition Transaction and (a2) INT'X.xxx may furnish or cause participate in negotiations regarding such written proposal with respect to be furnished information concerning INT'X.xxx and its businesses, properties or assets to a Person, (b) the Company may engage in discussions or negotiations with such Person, (c) following receipt of a proposal or offer for an Acquisition Transaction. For purposes hereof, may make disclosure to its stockholders and may recommend such proposal or offer to its stockholders and (d) following receipt of a “Superior Proposal” shall mean a proposal or offer for with respect to an Acquisition Transaction that (x) the Board of Directors of INT'X.xxx may enter into an agreement in principle or a definitive agreement with respect to such Acquisition TransactionBoard, but in each case referred to in the foregoing clauses (a) through (d) only to the extent that the Board of Directors of INT'X.xxx shall conclude in good faith faith, after consultation with outside legal counsel and an investment banker (if the Company has engaged an investment banker as of that such action time), determines to be more favorable than the terms of the Merger, and (y) is necessary already financed or appropriate because failure to take such action would be inconsistent with the fiduciary duties owed by the Board of Directors to the stockholders of INT'X.xxx under applicable law; determines, acting reasonably and PROVIDEDin good faith, FURTHER, that the Board of Directors of INT'X.xxx shall not take any of the foregoing actions referred to is readily financeable. The Company will notify Parent in clauses (a) through (d) without prior written notice to Parent with respect to such action. In the event that INT'X.xxx writing immediately if it is contacted by any third party expressing an interest in discussing with respect to an Acquisition TransactionTransaction and provide Parent in writing with reasonably detailed information regarding such proposal, INT'X.xxx will promptly notify Parent of such contact and including the identity of the party making such proposal (the “Proposal Notice”). With respect to each Proposal Notice, the Board shall, no later than three (3) business days following the effective date of the giving to Parent of such Proposal Notice (pursuant to Section 11.3), provide an additional notice in writing to Parent representing whether the Board (a) deems such proposal to be a Superior Proposal for further consideration by the Board (such additional notice, a “Superior Proposal Notice”) or (b) deems such proposal not to be a Superior Proposal, in which case, such additional notice will contain the Board’s representation that it will, and will cause the Company to, not proceed further with such proposal. Notwithstanding any other provision of this Section 4.4, the Board shall not authorize the Company to enter into or execute any agreement relating to any Acquisition Transaction until the end of the fifth (5th) business day following the effective date of the giving to Parent of a Superior Proposal Notice (pursuant to Section 11.3) relating thereto, after which, the Board, taking into account such matters as its members deem pertinent in the exercise of their fiduciary duties to the Company’s stockholders, may proceed with the proposal relating to said Acquisition Transaction conformably with the other provisions of this Section 4.4; provided, however, that the Board’s right to authorize the Company to enter into or execute any such agreement or otherwise to so contacting INT'X.xxxproceed with said proposal shall automatically expire upon Parent’s delivery to the Board, at any time following the effective date of the giving of the Superior Proposal Notice (pursuant to Section 11.3) to Parent, of the Stockholder Consents.

Exclusivity; Acquisition Proposals. Unless Until the earlier of (i) the Closing Date or (ii) the Termination Date, Cognisoft shall not and until this Agreement will have been terminated by either party pursuant to Article X hereof and thereafter subject to Section 10.5, INT'X.xxx will not (and will use its reasonable best efforts to ensure that none of its officers, directors, stockholders, agents, representatives or affiliates) take or cause or permit any Person to takeand affiliates shall not, directly or indirectly, take any of the following actions with any party other than Parent Verity and its designees: (ia) solicit, encourage, initiate or participate in any negotiations, inquiries, inquiries or discussions with respect to any offer or proposal to license its technology (other than non-exclusive, limited term, evaluation licenses of Cognisoft products entered into in the ordinary course of Cognisoft's business), acquire any of its securities or rights to acquire any such securities, except pursuant to Cognisoft's exercise of its right to repurchase shares from employees, directors or consultants of Cognisoft upon termination of their services pursuant to agreements under which stock was sold prior to the Effective Time, provide debt or equity financing to Cognisoft, or acquire all or any significant part substantially all of INT'X.xxx's business, assets the business and properties or capital stock, stock of Cognisoft whether by merger, consolidation, other business combination, purchase of assets, tender or exchange offer or otherwise otherwise; (each of the foregoing, an "ACQUISITION TRANSACTION"), (iib) disclose, in connection with an Acquisition Transaction, disclose any information not customarily disclosed to any Person other than Parent or person concerning its representatives concerning INT'X.xxx's business or and properties or afford to any Person other than Parent person or its representatives entity access to its properties, books, books or records, except in the ordinary course of business and as required by law or pursuant to a governmental request for information, business; (iiic) enter into or execute any agreement relating to an Acquisition Transactionor plan of reorganization, merger agreement, or (iv) make or authorize any public statement, recommendation or solicitation in support other agreement calling for the issuance of any Acquisition Transaction debt or equity securities or the sale of all or substantially all of its business, properties or capital stock; (d) except as otherwise permitted by the foregoing, assist or cooperate with any offer or proposal relating to an Acquisition Transaction person (other than employees with respect to equity incentive arrangements) to make any proposal to purchase all or any part of the Merger PROVIDED, HOWEVER, that (a) INT'X.xxx may furnish or cause to be furnished information concerning INT'X.xxx and its businesses, properties business or assets to a Person, (b) the Company may engage or capital stock of Cognisoft. Cognisoft agrees that any such negotiations in discussions or negotiations with such Person, (c) following receipt of a proposal or offer for an Acquisition Transaction, may make disclosure to its stockholders and may recommend such proposal or offer to its stockholders and (d) following receipt of a proposal or offer for an Acquisition Transaction the Board of Directors of INT'X.xxx may enter into an agreement in principle or a definitive agreement with respect to such Acquisition Transaction, but in each case referred to in the foregoing clauses (a) through (d) only to the extent that the Board of Directors of INT'X.xxx shall conclude in good faith after consultation with outside legal counsel that such action is necessary or appropriate because failure to take such action would be inconsistent with the fiduciary duties owed by the Board of Directors to the stockholders of INT'X.xxx under applicable law; and PROVIDED, FURTHER, that the Board of Directors of INT'X.xxx shall not take any progress as of the foregoing actions referred date hereof will be terminated or suspended during such period. Cognisoft represents and warrants that it has the legal right to in clauses (a) through (d) without prior written notice to Parent with respect to terminate or suspend any such actionpending negotiations. In the event that INT'X.xxx is contacted by Cognisoft shall receive any third party expressing an interest in discussing an Acquisition Transactionoffer or proposal, INT'X.xxx will promptly notify Parent of such contact and the identity directly or indirectly, of the party so contacting INT'X.xxxtype referred to in clause (a) above, or any request for disclosure or access pursuant to clause (b) above, it shall immediately, and prior to taking any action in response thereto, inform Verity as to all material facts concerning any such offer, proposal or request and will thereafter cooperate with Verity by continuing to furnish to Verity any additional information it may at any time request concerning such offer, proposal or request.

Exclusivity; Acquisition Proposals. (a) Unless and until this Agreement will shall have been terminated by either party pursuant to Article X hereof Section 9.1 hereof, and thereafter subject except with respect to Section 10.5any Pre-Merger Spin and transactions related thereto which shall not be considered “Restricted Transactions” for purposes of this Agreement, INT'X.xxx will Company agrees that it shall not (and will shall prohibit and use its commercially reasonable best efforts to ensure that none of its officers, directors, stockholders, agents, representatives employees, or affiliates, or any investment banker, financial advisor, attorney, accountant, or other advisor, agent, or representative (collectively, “Representatives”)) take or cause or permit any Person person to take, directly or indirectly, any of the following actions with any party other than Parent and its designees: (i) solicit, encourage, initiate initiate, or participate in any negotiations, inquiries, or discussions with respect to any offer or proposal to acquire all or any significant part of INT'X.xxx's Company, its business, assets assets, or capital stockshares, whether by merger, consolidation, other business combination, purchase of capital stock purchase of assets, license (but excluding non-exclusive licenses entered into in the ordinary course of business), lease, tender or exchange offer offer, or otherwise (each of the foregoing, an "ACQUISITION TRANSACTION"a “Restricted Transaction”), ; (ii) disclose, in connection with an Acquisition a Restricted Transaction, any nonpublic information not customarily disclosed to any Person person other than Parent or its representatives concerning INT'X.xxx's Company’s business or properties or afford to any Person person other than Parent or its representatives access to its properties, books, or records, except in the ordinary course of business and as required by law or pursuant to a governmental request for information, ; (iii) enter into or execute any agreement relating to an Acquisition a Restricted Transaction, ; or (iv) make or authorize any public statement, recommendation recommendation, or solicitation in support of any Acquisition Restricted Transaction or any offer or proposal relating to an Acquisition a Restricted Transaction other than with respect to the Merger PROVIDED, HOWEVER, that (a) INT'X.xxx may furnish or cause to be furnished information concerning INT'X.xxx and its businesses, properties or assets to a Person, (b) the Company may engage in discussions or negotiations with such Person, (c) following receipt of a proposal or offer for an Acquisition Transaction, may make disclosure to its stockholders and may recommend such proposal or offer to its stockholders and (d) following receipt of a proposal or offer for an Acquisition Transaction the Board of Directors of INT'X.xxx may enter into an agreement in principle or a definitive agreement with respect to such Acquisition Transaction, but in each case referred to in the foregoing clauses (a) through (d) only to the extent that the Board of Directors of INT'X.xxx shall conclude in good faith after consultation with outside legal counsel that such action is necessary or appropriate because failure to take such action would be inconsistent with the fiduciary duties owed by the Board of Directors to the stockholders of INT'X.xxx under applicable law; and PROVIDED, FURTHER, that the Board of Directors of INT'X.xxx shall not take any of the foregoing actions referred to in clauses (a) through (d) without prior written notice to Parent with respect to such actionMerger. In the event that INT'X.xxx Company is contacted by any third party expressing an interest in discussing an Acquisition a Restricted Transaction, INT'X.xxx Company will promptly promptly, but in no event later than twenty-four (24) hours following Company’s knowledge of such contact, notify Parent in writing of such contact and the identity of the party so contacting INT'X.xxxCompany and any information conveyed to Company by such third party in connection with such contact or relating to such Restricted Transaction, and shall promptly, but in no event later than twenty-four (24) hours, advise Parent of any material modification or proposed modification thereto; provided, however, prior to Company Stockholder Approval, in each case, if and to the extent that (a) Company’s board of directors determines in good faith by resolution duly adopted, after consultation with Company’s outside legal counsel and Company’s financial advisor, that such Restricted Transaction is, or could reasonably be expected to lead to, a Superior Proposal (as defined hereafter), and (b) Company’s board of directors determines in good faith by resolution duly adopted, after consultation with Company’s outside legal counsel, that the failure to participate in such discussions, disclose such nonpublic information, provide such access to its properties, books, or records, enter into any agreement relating to such Restricted Transaction, or make or authorize any public statement relating to any Restricted Transaction or any offer or proposal relating to a Restricted Transaction would be inconsistent with the fiduciary duties of Company’s board of directors under applicable law, then Company may participate in discussions regarding such Restricted Transaction, provide non-public information with respect to Company, afford access to the properties, books, or records of Company, enter into any agreement relating to such Restricted Transaction, or make or authorize any public statement relating to any Restricted Transaction or any offer or proposal relating to a Restricted Transaction, as applicable. (b) Neither the board of directors of Company nor any committee thereof shall directly or indirectly (i) (A) withdraw (or amend or modify in a manner adverse to Parent), or publicly propose to withdraw (or amend or modify in a manner adverse to Parent), the approval, recommendation, or declaration of advisability by the board of directors of Company or any such committee thereof of this Agreement, the Merger, or the Transactions, or (B) recommend, adopt, or approve, or propose publicly to recommend, adopt, or approve, any Acquisition Proposal (any action described in this clause (i) being referred to as a “Change of Recommendation”) or (ii) approve or recommend, or publicly propose to approve or recommend, or allow Company or any subsidiary of Company to execute or enter into, any letter of intent, memorandum of understanding, agreement in principle, merger agreement, acquisition agreement, option agreement, joint venture agreement, partnership agreement, or other similar agreement, arrangement, or understanding (A) constituting or related to, or that is intended to or could reasonably be expected to lead to, any Acquisition Proposal or (B) requiring it to abandon, terminate, or fail to consummate the Merger or any other transaction contemplated by this Agreement. Notwithstanding the foregoing, until Company Stockholder Approval is obtained, and subject to Company’s compliance at all times with the other provisions of this Section 4.1.2, the board of directors of Company may make a Change of Recommendation if such board of directors determines in good faith by resolution duly adopted, after consultation with outside legal counsel, that it is required to do so in order to comply with its fiduciary duties to the stockholders of Company under applicable law. Company will provide Parent with forty eight (48) hours’ prior notice of any meeting of Company’s board of directors at which such board of directors is reasonably expected to take action with respect to any Acquisition Proposal or Change of Recommendation. (c) Notwithstanding anything to the contrary contained in this Agreement, the obligation of Company to call, give notice of, convene, and hold the Company Stockholders’ Meeting shall not be limited or otherwise affected by the commencement, disclosure, announcement, or submission to it of any Acquisition Proposal, or by any Change of Recommendation. (d) For purposes of this Agreement, “Acquisition Proposal” means any inquiry, proposal, or offer from any Person relating to, or that could reasonably be expected to lead to a Restricted Transaction. For purposes of this Agreement, “Superior Proposal” means any unsolicited proposal made by a third party to acquire, directly or indirectly, for consideration consisting of cash and/or securities, substantially all of the equity securities of Company entitled to vote generally in the election of directors or substantially all of the assets of Company, on terms which Company’s board of directors reasonably believes (after consultation with a financial advisor of nationally recognized reputation) to be more favorable to its stockholders than the Merger and the Transactions.

Exclusivity; Acquisition Proposals. Unless and until this Agreement ---------------------------------- will have been terminated by either party pursuant to Article X XI hereof and thereafter subject to Section 10.511.5, INT'X.xxx neither Alacrity nor any of the Shareholders will not (and each will use its reasonable best efforts to ensure that none of its officers, directors, stockholders, agents, representatives representatives, shareholders or affiliates) take or cause or permit any Person to take, directly or indirectly, any of the following actions with any party other than Parent TranSwitch and its designees: (i) solicit, encourage, initiate or participate in any negotiations, inquiries, or discussions with respect to any offer or proposal to acquire all or any significant part of INT'X.xxxAlacrity's business, assets or capital stock, whether by merger, consolidation, other business combination, purchase of assets, tender or exchange offer or otherwise (each of the foregoing, an "ACQUISITION TRANSACTIONAcquisition ----------- Transaction"), (ii) disclose, in connection with an Acquisition Transaction, any ----------- information not customarily disclosed to any Person other than Parent TranSwitch or its representatives concerning INT'X.xxxAlacrity's business or properties or afford to any Person other than Parent TranSwitch or its representatives access to its properties, books, or records, except in the ordinary course of business and as required by law or pursuant to a governmental request for information, (iii) enter into or execute any agreement relating to an Acquisition Transaction, or (iv) make or authorize any public statement, recommendation or solicitation in support of any Acquisition Transaction or any offer or proposal relating to an Acquisition Transaction other than with respect to the Merger PROVIDED, HOWEVER, that (a) INT'X.xxx may furnish or cause to be furnished information concerning INT'X.xxx and its businesses, properties or assets to a Person, (b) the Company may engage in discussions or negotiations with such Person, (c) following receipt of a proposal or offer for an Acquisition Transaction, may make disclosure to its stockholders and may recommend such proposal or offer to its stockholders and (d) following receipt of a proposal or offer for an Acquisition Transaction the Board of Directors of INT'X.xxx may enter into an agreement in principle or a definitive agreement with respect to such Acquisition Transaction, but in each case referred to in the foregoing clauses (a) through (d) only to the extent that the Board of Directors of INT'X.xxx shall conclude in good faith after consultation with outside legal counsel that such action is necessary or appropriate because failure to take such action would be inconsistent with the fiduciary duties owed by the Board of Directors to the stockholders of INT'X.xxx under applicable law; and PROVIDED, FURTHER, that the Board of Directors of INT'X.xxx shall not take any of the foregoing actions referred to in clauses (a) through (d) without prior written notice to Parent with respect to such actionMerger. In the event that INT'X.xxx Alacrity is contacted by any third party expressing an interest in discussing an Acquisition Transaction, INT'X.xxx Alacrity will promptly notify Parent TranSwitch of such contact and the identity of the party so contacting INT'X.xxxAlacrity.

Exclusivity; Acquisition Proposals. Unless and until this Agreement will shall have been terminated by either party pursuant to Article X hereof and thereafter subject to Section 10.5VIII hereof, INT'X.xxx will Company shall not (and will each shall use its commercially reasonable best efforts to ensure that none of its officers, directors, stockholders, agents, representatives or affiliates) take or cause or permit any Person person to take, directly or indirectly, any of the following actions with any party other than Parent and its designees: (i) solicit, encourage, initiate or participate in any negotiations, inquiries, inquiries or discussions with respect to any offer or proposal to acquire all or any significant part of INT'X.xxx's its business, assets or capital stock, shares whether by merger, consolidation, other business combination, purchase of assets, tender or exchange offer or otherwise (each of the foregoing, an "ACQUISITION TRANSACTION"“Acquisition Transaction“), (ii) disclose, in connection with an Acquisition Transaction, any information not customarily disclosed to any Person person other than Parent or its representatives concerning INT'X.xxx's Company’s business or properties or afford to any Person person other than Parent or its representatives or entity access to its properties, books, books or records, except in the ordinary course of business and as required by law or pursuant to a governmental request for informationinformation (and then only after giving prior notice to Parent), (iii) enter into or execute any agreement relating to an Acquisition Transaction, or (iv) make or authorize any public statement, recommendation or solicitation in support of any Acquisition Transaction or any offer or proposal relating to an Acquisition Transaction other than with respect to the Merger PROVIDEDtransactions contemplated by this Agreement; provided, HOWEVERhowever, that (a) INT'X.xxx may furnish or cause to be furnished information concerning INT'X.xxx and its businesses, properties or assets to a Person, (b) the Company may engage in discussions or negotiations with such Person, (c) following receipt of a proposal or offer for an Acquisition Transaction, may make disclosure to its stockholders and may recommend such proposal or offer to its stockholders and (d) following receipt of a proposal or offer for an Acquisition Transaction if the Board of Directors of INT'X.xxx may enter into an agreement Company determines in principle or good faith, based on the written advice of outside counsel a definitive agreement copy of which is delivered to Parent, that failure to do so would be reasonably likely to constitute a breach of its fiduciary duties to the Shareholders under applicable law, Company, in response to a written proposal with respect to such an Acquisition Transaction, but in each case referred to in the foregoing clauses Transaction that was (a) through unsolicited or that did not otherwise result from a breach of this Section 3.7, and (db) only is reasonably likely to lead to a Superior Proposal (as defined below), may (I) furnish non-public information with respect to Company to the extent person who made such written proposal with respect to an Acquisition Transaction and (II) participate in negotiations regarding such written proposal with respect to an Acquisition Transaction. For purposes hereof, a “Superior Proposal“ shall mean a proposal with respect to an Acquisition Transaction that the Board of Directors of INT'X.xxx shall conclude Company, in good faith after consultation with faith, based on the advice of outside legal counsel that such action is necessary or appropriate because failure counsel, determines to take such action would be inconsistent with more favorable than the fiduciary duties owed by the Board of Directors to the stockholders of INT'X.xxx under applicable law; and PROVIDED, FURTHER, that the Board of Directors of INT'X.xxx shall not take any of the foregoing actions referred to in clauses (a) through (d) without prior written notice to Parent’s offer. Company will notify Parent with respect to such action. In the event that INT'X.xxx immediately if it is contacted by any third party expressing an interest in discussing with respect to an Acquisition TransactionTransaction and provide Parent with reasonably detailed information regarding such proposal, INT'X.xxx will promptly notify Parent except if Company is prohibited from doing so under the terms of such contact and the identity a non-disclosure agreement to which Company is a party as of the party so contacting INT'X.xxxdate of this Agreement and which is listed on the Company Disclosure Schedule.

Exclusivity; Acquisition Proposals. Unless and until this Agreement will ---------------------------------- shall have been terminated by either party pursuant to Article X hereof and thereafter subject to Section 10.5VIII hereof, INT'X.xxx will Company shall not (and will each shall use its commercially reasonable best efforts to ensure that none of its officers, directors, stockholders, agents, representatives or affiliates) take or cause or permit any Person person to take, directly or indirectly, any of the following actions with any party other than Parent and its designees: (i) solicit, encourage, initiate or participate in any negotiations, inquiries, inquiries or discussions with respect to any offer or proposal to acquire all or any significant part of INT'X.xxx's its business, assets or capital stock, shares whether by merger, consolidation, other business combination, purchase of assets, tender or exchange offer or otherwise (each of the foregoing, an "ACQUISITION TRANSACTIONAcquisition Transaction"), (ii) disclose, in connection with an Acquisition Transaction, any information not customarily disclosed to any Person person other than Parent or its representatives concerning INT'X.xxxCompany's business or properties or afford to any Person person other than Parent or its representatives or entity access to its properties, books, books or records, except in the ordinary course of business and as required by law or pursuant to a governmental request for informationinformation (and then only after giving prior notice to Parent), (iii) enter into or execute any agreement relating to an Acquisition Transaction, or (iv) make or authorize any public statement, recommendation or solicitation in support of any Acquisition Transaction or any offer or proposal relating to an Acquisition Transaction other than with respect to the Merger PROVIDEDMerger; provided, HOWEVERhowever, that (a) INT'X.xxx may furnish or cause if, at any time prior to be furnished information concerning INT'X.xxx and its businessesthe approval of the Merger by the stockholders of the Company, properties or assets to a Person, (b) the Company may engage in discussions or negotiations with such Person, (c) following receipt of a proposal or offer for an Acquisition Transaction, may make disclosure to its stockholders and may recommend such proposal or offer to its stockholders and (d) following receipt of a proposal or offer for an Acquisition Transaction the Board of Directors of INT'X.xxx may enter into an agreement Company determines in principle or good faith, based on the written advice of outside counsel a definitive agreement copy of which is delivered to Parent, that failure to do so would be reasonably likely to constitute a breach of its fiduciary duties to Company's stockholders under applicable law, the Company, in response to a written proposal with respect to such an Acquisition Transaction, but in each case referred to in the foregoing clauses Transaction that was (a) through unsolicited or that did not otherwise result from a breach of this Section 3.7, and (db) only is reasonably likely to lead to a Superior Proposal (as defined below), may (I) furnish non-public information with respect to Company to the extent person who made such written proposal with respect to an Acquisition and (II) participate in negotiations regarding such written proposal with respect to an Acquisition Transaction. For purposes hereof, a "Superior Proposal" shall mean a proposal with respect to an Acquisition Transaction that (x) the Board of Directors of INT'X.xxx shall conclude Company, in good faith after consultation with faith, based on the advice of outside legal counsel that such action and an investment banker, determines to be more favorable than the Parent's offer, and (y) is necessary already financed or appropriate because failure to take such action would be inconsistent with the fiduciary duties owed by the Board of Directors to the stockholders of INT'X.xxx under applicable law; and PROVIDED, FURTHER, that the Board of Directors of INT'X.xxx shall not take any of the foregoing actions referred to in clauses (a) through (d) without prior written notice to Parent with respect to such action. In the event that INT'X.xxx is contacted by any third party expressing an interest in discussing an Acquisition Transaction, INT'X.xxx will promptly notify Parent of such contact and the identity of the party so contacting INT'X.xxxreadily financeable.

Exclusivity; Acquisition Proposals. (a) Unless and until this Agreement will have has been terminated by either party pursuant to Article X hereof and thereafter subject to in accordance with Section 10.59.1 hereof, INT'X.xxx Company agrees that it will not (and will use its commercially reasonable best efforts to ensure that none of its officers, directors, stockholders, agents, representatives employees, or affiliates, or any investment banker, financial advisor, attorney, accountant, or other advisor, agent, or representative (collectively, “Representatives”)) take or cause or permit any Person to take, directly or indirectly, any of the following actions with any party other than Parent and its designees: (i) solicit, encourage, initiate initiate, or participate in any negotiations, inquiries, or discussions with respect to any offer or proposal to acquire all or any significant part of INT'X.xxx's Company, its business, assets assets, or capital stockshares, whether by merger, consolidation, other business combination, purchase of capital stock purchase of assets, license (but excluding non-exclusive licenses entered into in the ordinary course of business), lease, tender or exchange offer offer, or otherwise (each of the foregoing, an "ACQUISITION TRANSACTION"a “Restricted Transaction”), ; (ii) disclose, in connection with an Acquisition a Restricted Transaction, any nonpublic information not customarily disclosed to any Person other than Parent or its representatives Representatives concerning INT'X.xxx's Company’s business or properties or afford to any Person other than Parent or its representatives Representatives access to its properties, books, or records, except in the ordinary course of business and as required by law or pursuant to in accordance with a governmental request for information, ; (iii) enter into or execute any agreement relating to an Acquisition a Restricted Transaction, ; or (iv) make or authorize any public statement, recommendation recommendation, or solicitation in support of any Acquisition Restricted Transaction or any offer or proposal relating to an Acquisition a Restricted Transaction other than with respect to the Merger PROVIDED, HOWEVER, that (a) INT'X.xxx may furnish or cause to be furnished information concerning INT'X.xxx and its businesses, properties or assets to a Person, (b) the Merger. If Company may engage in discussions or negotiations with such Person, (c) following receipt of a proposal or offer for an Acquisition Transaction, may make disclosure to its stockholders and may recommend such proposal or offer to its stockholders and (d) following receipt of a proposal or offer for an Acquisition Transaction the Board of Directors of INT'X.xxx may enter into an agreement in principle or a definitive agreement with respect to such Acquisition Transaction, but in each case referred to in the foregoing clauses (a) through (d) only to the extent that the Board of Directors of INT'X.xxx shall conclude in good faith after consultation with outside legal counsel that such action is necessary or appropriate because failure to take such action would be inconsistent with the fiduciary duties owed by the Board of Directors to the stockholders of INT'X.xxx under applicable law; and PROVIDED, FURTHER, that the Board of Directors of INT'X.xxx shall not take any of the foregoing actions referred to in clauses (a) through (d) without prior written notice to Parent with respect to such action. In the event that INT'X.xxx is contacted by any third party expressing an interest in discussing an Acquisition a Restricted Transaction, INT'X.xxx Company will promptly promptly, but in no event later than 24 hours following Company’s knowledge of such contact, notify Parent in writing of such contact and the identity of the party so contacting INT'X.xxxCompany and any information conveyed to Company by such third party in connection with such contact or relating to such Restricted Transaction, and will promptly, but in no event later than 24 hours, advise Parent of any material modification or proposed modification thereto; provided, however, before Company Shareholder Approval, in each case, if and to the extent that (a) Company’s board of directors determines in good faith by resolution duly adopted, after consultation with Company’s outside legal counsel and Company’s financial advisor, that such Restricted Transaction is, or could reasonably be expected to lead to, a Superior Proposal (as defined hereafter), and (b) Company’s board of directors determines in good faith by resolution duly adopted, after consultation with Company’s outside legal counsel, that the failure to participate in such discussions, disclose such nonpublic information, provide such access to its properties, books, or records, enter into any agreement relating to such Restricted Transaction, or make or authorize any public statement relating to any Restricted Transaction or any offer or proposal relating to a Restricted Transaction would be inconsistent with the fiduciary duties of Company’s board of directors under applicable law, then Company may participate in discussions regarding such Restricted Transaction, provide non-public information with respect to Company, afford access to the properties, books, or records of Company, enter into any agreement relating to such Restricted Transaction, or make or authorize any public statement relating to any Restricted Transaction or any offer or proposal relating to a Restricted Transaction, as applicable. (b) Neither the board of directors of Company nor any committee thereof will directly or indirectly (i) (A) withdraw (or amend or modify in a manner adverse to Parent), or publicly propose to withdraw (or amend or modify in a manner adverse to Parent), the approval, recommendation, or declaration of advisability by the board of directors of Company or any such committee thereof of this Agreement or the Merger, or (B) recommend, adopt, or approve, or propose publicly to recommend, adopt, or approve, any Acquisition Proposal (any action described in this clause (i) being referred to as a “Change of Recommendation”) or (ii) approve or recommend, or publicly propose to approve or recommend, or allow Company or any subsidiary of Company to execute or enter into, any letter of intent, memorandum of understanding, agreement in principle, merger agreement, acquisition agreement, option agreement, joint venture agreement, partnership agreement, or other similar agreement, arrangement, or understanding (A) constituting or related to, or that is intended to or could reasonably be expected to lead to, any Acquisition Proposal or (B) requiring it to abandon, terminate, or fail to consummate the Merger or any other transaction contemplated by this Agreement. (c) Despite anything to the contrary contained in this Agreement, the obligation of Company to call, give notice of, convene, and hold a shareholders’ meeting will not be limited or otherwise affected by the commencement, disclosure, announcement, or submission to it of any Acquisition Proposal, or by any Change of Recommendation. Despite the foregoing, until Company Shareholder Approval is obtained, and subject to Company’s compliance at all times with the other provisions of this Section 4.1.2, the board of directors of Company may make a Change of Recommendation if such board of directors determines in good faith by resolution duly adopted, after consultation with outside legal counsel, that it is required to do so in order to comply with its fiduciary duties to the shareholders of Company under applicable law. Company will provide Parent with forty eight (48) hours’ prior notice of any meeting of Company’s board of directors at which the board of directors is reasonably expected to take action with respect to any Acquisition Proposal or Change of Recommendation.

Exclusivity; Acquisition Proposals. (a) Unless and until this Agreement will shall have been terminated by either party pursuant to Article X hereof and thereafter subject to Section 10.58.1 hereof, INT'X.xxx will Company shall not (and will it shall use its commercially reasonable best efforts to ensure that none of its officers, directors, stockholders, agents, representatives or affiliates) take or cause or permit any Person of the Company Subsidiaries to take, directly or indirectly, any of the following actions with any party other than Parent Upgrade and its designees: (i) solicit, knowingly encourage, initiate or participate in any negotiations, inquiries, inquiries or discussions with respect to any offer or proposal to acquire all or any significant part of INT'X.xxx's its business, assets or capital stock, shares whether by merger, consolidation, other business combination, purchase of assets, tender or exchange offer or otherwise (each of the foregoing, an "ACQUISITION TRANSACTIONAcquisition Transaction"), ; (ii) disclose, in connection with an Acquisition Transaction, any information not customarily disclosed to any Person person other than Parent Upgrade or its representatives concerning INT'X.xxxCompany's business or properties or afford to any Person person other than Parent Upgrade or its representatives or entity access to its properties, books, books or records, except in the ordinary course of business and as required by law or pursuant to a governmental request for information, ; (iii) enter into or execute any agreement relating to an Acquisition Transaction, ; or (iv) make or authorize any public statement, recommendation or solicitation in support of any Acquisition Transaction or any offer or proposal relating to an Acquisition Transaction other than with respect to the Merger PROVIDEDMerger; provided, HOWEVER, that (a) INT'X.xxx may furnish or cause to be furnished information concerning INT'X.xxx and its businesses, properties or assets to a Person, (b) the Company may engage in discussions or negotiations with such Person, (c) following receipt of a proposal or offer for an Acquisition Transaction, may make disclosure to its stockholders and may recommend such proposal or offer to its stockholders and (d) following receipt of a proposal or offer for an Acquisition Transaction the Board of Directors of INT'X.xxx may enter into an agreement in principle or a definitive agreement with respect to such Acquisition Transaction, but in each case referred to in the foregoing clauses (a) through (d) only to the extent that the Board of Directors of INT'X.xxx shall conclude in good faith after consultation with outside legal counsel that such action is necessary or appropriate because failure to take such action would be inconsistent with the fiduciary duties owed by the Board of Directors to the stockholders of INT'X.xxx under applicable law; and PROVIDED, FURTHERhowever, that the Board of Directors of INT'X.xxx shall not take any Company may recommend that the stockholders of Company tender their shares in connection with a tender offer to the extent the Board of Directors of Company by a majority vote determines in its good faith judgment that such a recommendation is required to comply with the fiduciary duties of the foregoing actions referred Board of Directors of Company to in clauses (a) through (d) without prior written notice to Parent with respect to such actionstockholders under applicable Delaware law, after receiving the advice of outside legal counsel. In the event that INT'X.xxx is contacted by Company shall receive any third party expressing an interest offer or proposal, directly or indirectly, of the type referred to in discussing an Acquisition Transactionclause (i) above, INT'X.xxx will promptly notify Parent or any request for disclosure or access with respect to information of the type referred to in clause (ii) above, it shall immediately, and prior to taking any action in response thereto inform Upgrade as to the existence of such contact offer or proposal and generally describe the material facts concerning any such offer including the identity of the third party so contacting INT'X.xxx.making such offer, proposal or request, and will thereafter cooperate with Upgrade by informing Upgrade of additional material facts as they arise and furnishing to Upgrade any additional information it furnished to any third party making such proposal or requesting information. Nothing contained in this Agreement shall prevent the Board of Directors of Company from (i) furnishing information to, or answering questions of, a third party which the Board of Directors of Company reasonably believes has made a bona fide proposal with respect to an Acquisition Transaction that is a Superior Proposal (as defined below) not solicited in violation of this Agreement, provided that prior to providing information, such third party executes an

Exclusivity; Acquisition Proposals. Unless and until (a) From the date of this Agreement will have been terminated by either party pursuant to until the earlier of (i) termination of this Agreement under Article X hereof VIII and thereafter subject to Section 10.5(ii) the Closing Date (the “Exclusivity Period”), INT'X.xxx will not (and will use its reasonable best efforts to ensure that none of its the Sellers, whether directly or indirectly through their Affiliates or their respective officers, directors, employees, stockholders, agentsowners, agents or other representatives (“Representatives”), will not: (1) solicit, initiate discussions, engage in, or affiliatesencourage discussions or negotiations with or enter into any agreement, including any non-disclosure agreement, with, any party relating to or in connection with (A) take the possible acquisition of the Company Group or cause any of its Subsidiaries (by way of merger, amalgamation, stock purchase, change of control, asset purchase, license, lease or permit any Person to takeotherwise), directly (B) the possible acquisition of the VFR Patent Assets or indirectly, any of the following actions with Shares or other equity interests of the Company Group or its Subsidiaries (including through the issuance of new Shares or other equity interests) or (C) any party other transaction outside of the Ordinary Course of Business that could materially impair the value of the VFR Patent Assets or the Company Group or its Subsidiaries (collectively, a “Restricted Transaction”); or (2) disclose any non-public information relating to the VFR Patent Assets or the Company Group or its Subsidiaries or afford access to the books or records of the Company Group or its Subsidiaries to any Person (other than Parent and the Buyers or its designees: Representatives) concerning a Restricted Transaction. (ib) solicitThroughout the Exclusivity Period, encourage, initiate or participate in any negotiations, inquiries, or discussions with respect to upon its receipt of any offer or proposal to acquire all or any significant part of INT'X.xxx's business, assets or capital stock, whether by merger, consolidation, other business combination, purchase of assets, tender or exchange offer or otherwise (each of the foregoing, an "ACQUISITION TRANSACTION"), (ii) disclose, in connection with an Acquisition Transaction, any information not customarily disclosed to any Person other than Parent or its representatives concerning INT'X.xxx's business or properties or afford to any Person other than Parent or its representatives access to its properties, books, or records, except in the ordinary course of business and as required by law or pursuant respect to a governmental request for information, (iii) enter into or execute any agreement relating to an Acquisition Transaction, or (iv) make or authorize any public statement, recommendation or solicitation in support of any Acquisition Restricted Transaction or any offer request for nonpublic information or proposal relating to an Acquisition Transaction other than with respect to inquiry that the Merger PROVIDED, HOWEVER, that (a) INT'X.xxx may furnish Sellers or cause to be furnished information concerning INT'X.xxx and its businesses, properties or assets the Company Group reasonably believe could lead to a Person, (b) the Company may engage in discussions or negotiations with such Person, (c) following receipt of proposal for a proposal or offer for an Acquisition Restricted Transaction, may make disclosure to its stockholders the Sellers will promptly (and may recommend such proposal in any event within three Business Days after receipt) provide the Buyers with the material terms of any written proposal, request or offer to its stockholders and (d) following receipt of a proposal or offer for an Acquisition Transaction the Board of Directors of INT'X.xxx may enter into an agreement in principle or a definitive agreement with respect to such Acquisition Transactioninquiry received, but in each case referred to or, in the foregoing clauses (a) through (d) only to event the extent that the Board proposal, request or inquiry is not written, a written summary of Directors of INT'X.xxx shall conclude in good faith after consultation with outside legal counsel that such action is necessary or appropriate because failure to take such action would be inconsistent with the fiduciary duties owed by the Board of Directors to the stockholders of INT'X.xxx under applicable law; and PROVIDED, FURTHER, that the Board of Directors of INT'X.xxx shall not take any material terms of the foregoing actions referred to in clauses (a) through (d) without prior written notice to Parent with respect to such action. In the event that INT'X.xxx is contacted by any third party expressing an interest in discussing an Acquisition Transactionproposal, INT'X.xxx will promptly notify Parent of such contact and the identity of the party so contacting INT'X.xxxrequest or inquiry.

Exclusivity; Acquisition Proposals. Unless and until this Agreement ---------------------------------- will have been terminated by either party pursuant to Article X IX hereof and thereafter subject to Section 10.59.5, INT'X.xxx Diamond will not (and Diamond will use its reasonable best efforts to ensure that none of its officers, directors, stockholdersSignificant Stockholders, agents, representatives or affiliates) take or cause or permit any Person to take, directly or indirectly, any of the following actions with any party other than Parent and its designees: (i) solicit, encourage, initiate or participate in any negotiations, inquiries, or discussions with respect to any offer or proposal to acquire all or any significant part of INT'X.xxxDiamond's business, assets or capital stock, whether by merger, consolidation, other business combination, purchase of assets, tender or exchange offer or otherwise (each of the foregoing, an "ACQUISITION TRANSACTIONAcquisition ----------- Transaction"), (ii) disclose, in connection with an Acquisition TransactionTransaction ----------- (however preliminary), any information not customarily disclosed to any Person other than Parent or its representatives concerning INT'X.xxxDiamond's business or properties or afford to any Person other than Parent or its representatives access to its properties, books, or records, except in the ordinary course of business and as required by law or pursuant to a governmental request for information, (iii) enter into or execute any agreement relating to an Acquisition Transaction, or (iv) make or authorize any public statement, recommendation or solicitation in support of any Acquisition Transaction or any offer or proposal relating to an Acquisition Transaction other than with respect to the Merger PROVIDED, HOWEVER, that (a) INT'X.xxx may furnish or cause to be furnished information concerning INT'X.xxx and its businesses, properties or assets to a Person, (b) the Company may engage in discussions or negotiations with such Person, (c) following receipt of a proposal or offer for an Acquisition Transaction, may make disclosure to its stockholders and may recommend such proposal or offer to its stockholders and (d) following receipt of a proposal or offer for an Acquisition Transaction the Board of Directors of INT'X.xxx may enter into an agreement in principle or a definitive agreement with respect to such Acquisition Transaction, but in each case referred to in the foregoing clauses (a) through (d) only to the extent that the Board of Directors of INT'X.xxx shall conclude in good faith after consultation with outside legal counsel that such action is necessary or appropriate because failure to take such action would be inconsistent with the fiduciary duties owed by the Board of Directors to the stockholders of INT'X.xxx under applicable law; and PROVIDED, FURTHER, that the Board of Directors of INT'X.xxx shall not take any of the foregoing actions referred to in clauses (a) through (d) without prior written notice to Parent with respect to such actionMerger. In the event that INT'X.xxx Diamond is contacted by any third party expressing an interest in discussing an Acquisition Transaction, INT'X.xxx Diamond will promptly promptly, but in any event within twenty-four (24) hours, notify Parent of such contact and the identity of the party so contacting INT'X.xxxDiamond. Diamond shall immediately cease and cause to be terminated any activities, discussions or negotiations conducted prior to the date of this Agreement with any parties other than the parties hereto with respect to any of the foregoing. In the event that Parent or any third party commences a tender offer for Diamond Stock under Regulations 14D and 14E of the Exchange Act and only if Parent or such third party commences such a tender offer, then nothing contained in this Agreement shall prohibit Diamond from taking and disclosing to the stockholders a position contemplated by Rule 14e-2(a) promulgated under the Exchange Act or making any disclosure if, in the good faith judgment of the Board of Directors of Diamond, failure to make such disclosure would be a breach of its fiduciary duties.

Exclusivity; Acquisition Proposals. Unless and until this Agreement will shall have been terminated by either party pursuant to Article X hereof and thereafter subject to Section 10.5VIII hereof, INT'X.xxx will Company shall not (and will each shall use its commercially reasonable best efforts to ensure that none of its officers, directors, stockholders, agents, representatives or affiliates) take or cause or permit any Person person to take, directly or indirectly, any of the following actions with any party other than Parent and its designees: (i) solicit, encourage, initiate or participate in any negotiations, inquiries, inquiries or discussions with respect to any offer or proposal to acquire all or any significant part of INT'X.xxx's its business, assets or capital stock, shares whether by merger, consolidation, other business combination, purchase of assets, tender or exchange offer or otherwise (each of the foregoing, an "ACQUISITION TRANSACTION"“Acquisition Transaction”), (ii) disclose, in connection with an Acquisition Transaction, any information not customarily disclosed to any Person person other than Parent or its representatives concerning INT'X.xxx's Company’s business or properties or afford to any Person person other than Parent or its representatives or entity access to its properties, books, books or records, except in the ordinary course of business and as required by law or pursuant to a governmental request for informationinformation (and then only after giving prior notice to Parent), (iii) enter into or execute any agreement relating to an Acquisition Transaction, or (iv) make or authorize any public statement, recommendation or solicitation in support of any Acquisition Transaction or any offer or proposal relating to an Acquisition Transaction other than with respect to the Merger PROVIDEDMerger; provided, HOWEVERhowever, that (a) INT'X.xxx may furnish or cause if, at any time prior to be furnished information concerning INT'X.xxx and its businessesthe approval of the Merger by the stockholders of the Company, properties or assets to a Person, (b) the Company may engage in discussions or negotiations with such Person, (c) following receipt of a proposal or offer for an Acquisition Transaction, may make disclosure to its stockholders and may recommend such proposal or offer to its stockholders and (d) following receipt of a proposal or offer for an Acquisition Transaction the Board of Directors of INT'X.xxx may enter into an agreement Company determines in principle or good faith, based on the written advice of outside counsel a definitive agreement copy of which is delivered to Parent, that failure to do so would be reasonably likely to constitute a breach of its fiduciary duties to Company’s stockholders under applicable law, the Company, in response to a written proposal with respect to such an Acquisition Transaction, but in each case referred to in the foregoing clauses Transaction that was (a) through unsolicited or that did not otherwise result from a breach of this Section 3.7, and (db) only is reasonably likely to lead to a Superior Proposal (as defined below), may (I) furnish non-public information with respect to Company to the extent person who made such written proposal with respect to an Acquisition and (II) participate in negotiations regarding such written proposal with respect to an Acquisition Transaction. For purposes hereof, a “Superior Proposal” shall mean a proposal with respect to an Acquisition Transaction that the Board of Directors of INT'X.xxx shall conclude Company, in good faith after consultation with faith, based on the advice of outside legal counsel that such action is necessary or appropriate because failure counsel, determines to take such action would be inconsistent with more favorable than the fiduciary duties owed by the Board of Directors to the stockholders of INT'X.xxx under applicable law; and PROVIDED, FURTHER, that the Board of Directors of INT'X.xxx shall not take any of the foregoing actions referred to in clauses (a) through (d) without prior written notice to Parent’s offer. Company will notify Parent with respect to such action. In the event that INT'X.xxx immediately if it is contacted by any third party expressing an interest in discussing with respect to an Acquisition TransactionTransaction and provide Parent with reasonably detailed information regarding such proposal, INT'X.xxx will promptly notify Parent except if Company is prohibited from doing so under the terms of such contact and a non-disclosure agreement to which the identity Company is a party as of the party so contacting INT'X.xxxdate of this Agreement and which is listed on the Company Disclosure Schedule.

Exclusivity; Acquisition Proposals. (a) Unless and until this Agreement will have has been terminated by either party pursuant to Article X hereof and thereafter subject to in accordance with Section 10.510.1, INT'X.xxx Company agrees that it will not (and will use its reasonable best efforts to ensure that none of cause its officers, directors, stockholders, agents, representatives employees, or affiliates, or any investment banker, financial advisor, attorney, accountant, or other advisor, agent, or representative (collectively, “Representatives”)) take or cause or permit any Person to take, directly or indirectly, any of the following actions with any party other than Parent and its designees: (i) solicit, encourage, initiate initiate, or participate in any negotiations, inquiries, or discussions with respect to any offer or proposal to acquire all or any significant part of INT'X.xxx's Company, its business, assets assets, or capital stockshares, whether by merger, consolidation, other business combination, purchase of capital stock, purchase of assets, license (but excluding non-exclusive licenses entered into in the ordinary course of business consistent with past practice), lease, tender or exchange offer offer, or otherwise (each of the foregoing, an "ACQUISITION TRANSACTION"a “Restricted Transaction”), ; (ii) disclose, in connection with an Acquisition a Restricted Transaction, any nonpublic information not customarily disclosed to any Person other than Parent or its representatives Representatives concerning INT'X.xxx's Company’s business or properties or afford to any Person other than Parent or its representatives Representatives access to its properties, books, or records, except in the ordinary course of business and as required by law or pursuant to in accordance with a governmental request for information, ; (iii) enter into or execute any agreement relating to an Acquisition a Restricted Transaction, ; or (iv) make or authorize any public statement, recommendation recommendation, or solicitation in support of any Acquisition Restricted Transaction or any offer or proposal relating to an Acquisition a Restricted Transaction other than with respect to the Merger PROVIDED, HOWEVER, that (a) INT'X.xxx may furnish Merger. If Company or cause to be furnished information concerning INT'X.xxx and its businesses, properties or assets to a Person, (b) the Company may engage in discussions or negotiations with such Person, (c) following receipt of a proposal or offer for an Acquisition Transaction, may make disclosure to its stockholders and may recommend such proposal or offer to its stockholders and (d) following receipt of a proposal or offer for an Acquisition Transaction the Board of Directors of INT'X.xxx may enter into an agreement in principle or a definitive agreement with respect to such Acquisition Transaction, but in each case referred to in the foregoing clauses (a) through (d) only to the extent that the Board of Directors of INT'X.xxx shall conclude in good faith after consultation with outside legal counsel that such action is necessary or appropriate because failure to take such action would be inconsistent with the fiduciary duties owed by the Board of Directors to the stockholders of INT'X.xxx under applicable law; and PROVIDED, FURTHER, that the Board of Directors of INT'X.xxx shall not take any of the foregoing actions referred to in clauses (a) through (d) without prior written notice to Parent with respect to such action. In the event that INT'X.xxx its Representatives is contacted by any third party expressing an interest in discussing an Acquisition a Restricted Transaction, INT'X.xxx Company will promptly promptly, but in no event later than twenty-four (24) hours following Company’s knowledge of such contact, notify Parent in writing of such contact and the identity of the party so contacting INT'X.xxxCompany and any information conveyed to Company by such third party in connection with such contact or relating to such Restricted Transaction, and will promptly, but in no event later than twenty-four (24) hours, advise Parent of any material modification or proposed modification thereto; provided, however, before Requisite Stockholder Approval, in each case, if and to the extent that (a) Company’s board of directors determines in good faith by resolution duly adopted, after consultation with Company’s outside legal counsel and Company’s financial advisor, that such Restricted Transaction is, or could reasonably be expected to lead to, a Superior Proposal (as defined hereafter), and (b) Company’s board of directors determines in good faith by resolution duly adopted, and in the opinion of Company’s outside legal counsel, that the failure to participate in such discussions, disclose such nonpublic information, provide such access to its properties, books, or records, enter into any agreement relating to such Restricted Transaction, or make or authorize any public statement relating to any Restricted Transaction or any offer or proposal relating to a Restricted Transaction would be inconsistent with the fiduciary duties of Company’s board of directors under applicable law, then Company may participate in discussions regarding such Restricted Transaction, provide non-public information with respect to Company, afford access to the properties, books, or records of Company, enter into any agreement relating to such Restricted Transaction, or make or authorize any public statement relating to any Restricted Transaction or any offer or proposal relating to a Restricted Transaction, as applicable. (b) Neither the board of directors of Company nor any committee thereof will directly or indirectly (i) (A) withdraw (or amend or modify in a manner adverse to Parent), or publicly propose to withdraw (or amend or modify in a manner adverse to Parent), the approval, recommendation, or declaration of advisability by the board of directors of Company or any such committee thereof of this Agreement, the Merger, or the transactions contemplated hereby, or (B) recommend, adopt, or approve, or propose publicly to recommend, adopt, or approve, any Acquisition Proposal (any action described in this clause (i) being referred to as a “Change of Recommendation”) or (ii) approve or recommend, or publicly propose to approve or recommend, or allow Company or any subsidiary of Company to execute or enter into, any letter of intent, memorandum of understanding, agreement in principle, merger agreement, acquisition agreement, option agreement, joint venture agreement, partnership agreement, or other similar agreement, arrangement, or understanding (A) constituting or related to, or that is intended to or could reasonably be expected to lead to, any Acquisition Proposal or (B) requiring it to abandon, terminate, or fail to consummate the Merger or any other transaction contemplated by this Agreement. Despite the foregoing, until Requisite Stockholder Approval is obtained, and subject to Company’s compliance at all times with the other provisions of this Section 5.2, the board of directors of Company may make a Change of Recommendation if such board of directors determines in good faith by resolution duly adopted, after consultation with outside legal counsel, that it is required to do so in order to comply with its fiduciary duties to the stockholders of Company under applicable law. Company will provide Parent with forty-eight (48) hours’ prior notice of any meeting of Company’s board of directors at which the board of directors is reasonably expected to take action with respect to any Acquisition Proposal or Change of Recommendation.

Exclusivity; Acquisition Proposals. (a) Unless and until this Agreement will have been terminated by either party pursuant to Article X hereof and thereafter subject to Section 10.513 hereof, INT'X.xxx will not neither Seller nor the Covenantors shall (and each of them will use its their reasonable best efforts to ensure that none of its officers, directors, stockholdersmembers, agents, representatives or affiliatesAffiliates) take or cause or permit any Person to take, directly or indirectly, any of the following actions with any party other than Parent Parent, Buyer and its their designees: (i) solicit, encourage, initiate or participate in any negotiations, inquiries, or discussions with respect to any offer or proposal to acquire all or any significant part of INT'X.xxx's Seller’s business, assets or capital stock, whether by merger, consolidation, other business combination, purchase of assets, tender or exchange offer or otherwise (each of the foregoing, an "ACQUISITION TRANSACTION")“Acquisition Transaction, (ii) disclose, in connection with an proposed Acquisition Transaction, any information not customarily disclosed to any Person other than Parent Parent, Buyer or its their representatives concerning INT'X.xxx's Seller’s business or properties or afford to any Person other than Parent Parent, Buyer or its their representatives access to its properties, books, or records, except in the ordinary course of business and as required by law or pursuant to a governmental request for information, (iii) enter into or execute any agreement relating to an Acquisition Transaction, or (iv) make or authorize any public statement, recommendation or solicitation in support of any Acquisition Transaction or any offer or proposal relating to an Acquisition Transaction other than with respect to the Merger PROVIDED, HOWEVER, that (a) INT'X.xxx may furnish or cause to be furnished information concerning INT'X.xxx and its businesses, properties or assets to a Person, (b) the Company may engage in discussions or negotiations with such Person, (c) following receipt of a proposal or offer for an Acquisition Transaction, may make disclosure to its stockholders and may recommend such proposal or offer to its stockholders and (d) following receipt of a proposal or offer for an Acquisition Transaction the Board of Directors of INT'X.xxx may enter into an agreement in principle or a definitive agreement with respect to such Acquisition Transaction, but in each case referred to in the foregoing clauses (a) through (d) only to the extent that the Board of Directors of INT'X.xxx shall conclude in good faith after consultation with outside legal counsel that such action is necessary or appropriate because failure to take such action would be inconsistent with the fiduciary duties owed transaction contemplated by the Board of Directors to the stockholders of INT'X.xxx under applicable law; and PROVIDED, FURTHER, that the Board of Directors of INT'X.xxx shall not take any of the foregoing actions referred to in clauses (a) through (d) without prior written notice to Parent with respect to such actionthis Agreement. In the event that INT'X.xxx Seller is contacted by any third party expressing an interest in discussing an Acquisition Transaction, INT'X.xxx Seller will promptly notify Parent and Buyer of such contact and the identity of the party so contacting INT'X.xxxSeller. (b) Seller shall cause its respective officers, directors, affiliates, employees, agents, investment bankers, attorneys and other advisors and representatives to, immediately cease any and all existing activities, discussions or negotiations with any persons with respect to, or that could reasonably be expected to lead to, any Acquisition Transaction and, to the fullest extent permitted by any confidentiality agreement or other contract with such person or persons, Seller shall use commercially reasonable efforts to enforce the right to recover or cause to be destroyed all information regarding Seller in the possession of such person or persons and their respective affiliates, representatives and advisors. Without limiting the foregoing, any violation of the restrictions set forth in this Section 6.9 by any Covenantor or officer, director, affiliate, employee, agent, financial advisor, attorney or other advisor or representative of Seller shall be deemed to be a breach of this Section 6.9 by Seller and the Covenantors.

Exclusivity; Acquisition Proposals. Unless and until (a) For purposes of this Agreement will have been terminated by either party pursuant to Article X hereof and thereafter subject to Section 10.5Agreement, INT'X.xxx will not an “Alternative Transaction” means (and will use its reasonable best efforts to ensure that none of its officers, directors, stockholders, agents, representatives or affiliatesA) take or cause or permit any Person to take, directly or indirectly, any of the following actions with any party other than Parent and its designees: (i) solicit, encourage, initiate or participate in any negotiations, inquiries, or discussions with respect to any offer or proposal to acquire Company, Sellers and their respective Affiliates, a transaction (other than the Transactions contemplated by this Agreement) concerning the sale of (x) all or any significant material part of INT'X.xxx's business, the business or assets or capital stock, whether by merger, consolidation, other business combination, purchase of assets, tender or exchange offer or otherwise (each of the foregoing, an "ACQUISITION TRANSACTION"), Target Companies (ii) disclose, in connection with an Acquisition Transaction, any information not customarily disclosed to any Person other than Parent or its representatives concerning INT'X.xxx's business or properties or afford to any Person other than Parent or its representatives access to its properties, books, or records, except in the ordinary course of business consistent with past practice) or (y) any of the shares or other equity interests or profits of the Target Companies, in any case, whether such transaction takes the form of a sale of shares or other equity interests, assets, merger, consolidation, issuance of debt securities, management Contract, joint venture or partnership, or otherwise and (B) with respect to Buyer and its Affiliates, a transaction (other than the Transactions contemplated by this Agreement) concerning a merger, consolidation or other business combination involving Buyer, the issuance of equity interests in Buyer resulting in a change of Control of Buyer, or the sale of all or a substantial portion of the assets of the Renovaro Group. (b) Prior to the earlier of the termination of this Agreement pursuant to Article X or the Closing, in order to induce Buyer to continue to commit to expend management time and financial resources in furtherance of the Transactions contemplated hereby, the Target Companies and Sellers shall not, and shall cause their Representatives to not, without the prior written consent of Buyer, directly or indirectly, (i) solicit, assist, initiate or facilitate the making, submission or announcement of, or intentionally encourage, any Acquisition Proposal, (ii) furnish any non-public information regarding the Target Companies or their Affiliates or their respective businesses, operations, assets, Liabilities, financial condition, prospects or employees to any Person or group of Persons (other than a Party to this Agreement or their respective Representatives) in connection with or in response to an Acquisition Proposal, other than as required by law or pursuant to a governmental request for informationapplicable Law, (iii) enter into engage or execute any agreement relating to an Acquisition Transaction, or (iv) make or authorize any public statement, recommendation or solicitation in support of any Acquisition Transaction or any offer or proposal relating to an Acquisition Transaction other than with respect to the Merger PROVIDED, HOWEVER, that (a) INT'X.xxx may furnish or cause to be furnished information concerning INT'X.xxx and its businesses, properties or assets to a Person, (b) the Company may engage participate in discussions or negotiations with any Person or group of Persons with respect to, or that could reasonably be expected to lead to, an Acquisition Proposal, (iv) approve, endorse or recommend, or publicly propose to approve, endorse or recommend, any Acquisition Proposal, (v) negotiate or enter into any letter of intent, agreement in principle, acquisition agreement or other similar agreement related to any Acquisition Proposal, or (vi) release any third Person from, or waive any provision of, any confidentiality agreement to which such Person, Party is a party. (c) following Company and any Seller shall notify Buyer as promptly as practicable (and in any event within three (3) business days) in writing of the receipt by such Party or any of a proposal its Representatives of (i) any bona fide inquiries, proposals or offer offers, requests for information or requests for discussions or negotiations regarding or constituting any Acquisition Proposal or any bona fide inquiries, proposals or offers, requests for information or requests for discussions or negotiations that could be expected to result in an Acquisition TransactionProposal, may make disclosure to its stockholders and may recommend such proposal or offer to its stockholders and (dii) following receipt of any request for non-public information relating to the Target Companies or their Affiliates in connection with any Acquisition Proposal, specifying in each case, the material terms and conditions thereof (including a proposal or offer for an Acquisition Transaction the Board of Directors of INT'X.xxx may enter into an agreement copy thereof if in principle writing or a definitive agreement with respect to such Acquisition Transaction, but in each case referred to in the foregoing clauses (awritten summary thereof if oral) through (d) only to the extent that the Board of Directors of INT'X.xxx shall conclude in good faith after consultation with outside legal counsel that such action is necessary or appropriate because failure to take such action would be inconsistent with the fiduciary duties owed by the Board of Directors to the stockholders of INT'X.xxx under applicable law; and PROVIDED, FURTHER, that the Board of Directors of INT'X.xxx shall not take any of the foregoing actions referred to in clauses (a) through (d) without prior written notice to Parent with respect to such action. In the event that INT'X.xxx is contacted by any third party expressing an interest in discussing an Acquisition Transaction, INT'X.xxx will promptly notify Parent of such contact and the identity of the party so contacting INT'X.xxxmaking such inquiry, proposal, offer or request for information. Each Party shall keep the others promptly informed of the status of any such inquiries, proposals, offers or requests for information. Prior to Closing, each Target Company shall, and shall cause its Representatives to, immediately cease and cause to be terminated any solicitations, discussions or negotiations with any Person with respect to any Acquisition Proposal and shall, and shall direct its Representatives to, cease and terminate any such solicitations, discussions or negotiations.

Exclusivity; Acquisition Proposals. Unless and until this Agreement will shall have been terminated by either party pursuant to Article X VIII hereof and thereafter (subject to Section 10.58.5) or until the Effective Time, INT'X.xxx will not neither Driveoff nor Navidec shall (and will each shall use its reasonable best efforts to ensure that none of its officers, directors, stockholders, agents, representatives or affiliates) take or cause or permit any Person person to take, directly or indirectly, any of the following actions with any party other than Parent and CP.cxx xxx its designees: (i) solicit, encourage, initiate initiate, or participate in any negotiations, inquiries, or discussions with respect to any offer or proposal to acquire all or any significant part of INT'X.xxx's business, assets (including the material to be transferred by Navidec to Driveoff pursuant to the Navidec Transfer Agreement), or capital stock, shares of Driveoff whether by merger, consolidation, other business combination, purchase of assets, tender tender, or exchange offer or otherwise (each of the foregoing, an "ACQUISITION TRANSACTION"), (ii) disclose, in connection with an a contemplated or possible Acquisition Transaction, any information not customarily disclosed to any Person person other than Parent or CP.cxx xx its representatives concerning INT'X.xxxDriveoff's business or properties properties, or afford to any Person person other than Parent or CP.cxx xx its representatives access to its properties, books, or records, except (A) in the ordinary course of business and (B) as required by law or pursuant to a governmental request for informationinformation (and then only after giving prior notice to CP.cxx), (iii) enter into or execute any agreement relating to an Acquisition Transaction, or (iv) make or authorize any public statement, recommendation or solicitation in support of any Acquisition Transaction or any offer or proposal relating to an Acquisition Transaction other than with respect to the Merger PROVIDED, HOWEVER, that Transactions. WFC agrees not to undertake any of the actions contemplated by items (a) INT'X.xxx may furnish or cause to be furnished information concerning INT'X.xxx and its businesses, properties or assets to a Personi), (b) the Company may engage in discussions or negotiations with such Personii), (ciii), or (iv) following receipt of a proposal with respect to the Term Note, the WFC Warrant, or offer for an Acquisition Transactionany other rights or interests WFC may have in Driveoff. Notwithstanding the foregoing, may make disclosure to its stockholders and may recommend such proposal or offer to its stockholders and (d) following receipt of a proposal or offer for an Acquisition Transaction the Board of Directors of INT'X.xxx Navidec may enter into an agreement discussions regarding the sale of assets other than its interest in principle or a definitive agreement with respect Driveoff and IADMA (and the materials to such Acquisition Transaction, but in each case referred be transferred by Navidec to in the foregoing clauses (a) through (d) only Driveoff pursuant to the extent that Navidec Transfer Agreement), or regarding the Board sale of Directors of INT'X.xxx shall conclude in good faith after consultation with outside legal counsel that such action is necessary or appropriate because failure Navidec (subject to take such action would be inconsistent with the fiduciary duties owed by the Board of Directors to the stockholders of INT'X.xxx under applicable law; and PROVIDED, FURTHER, that the Board of Directors of INT'X.xxx shall not take any consummation of the foregoing actions referred to in clauses (a) through (d) without prior written notice to Parent with respect to such actionTransactions). In the event that INT'X.xxx is contacted by any third party expressing an interest Navidec engages in discussing an Acquisition Transactionsuch discussions, INT'X.xxx will it shall promptly notify Parent CP.cxx xx writing upon the execution of a written term sheet or letter of intent, or upon the preparation of a draft agreement or other written document intended to lead to a binding agreement for such contact and transaction. Navidec shall not execute any binding agreements relating to any such transaction earlier than ten (10) business days after the identity delivery of the party so contacting INT'X.xxxnotice to CP.cxx.

Exclusivity; Acquisition Proposals. Unless and until this Agreement ---------------------------------- will have been terminated by either party pursuant to Article X XI hereof and thereafter subject to Section 10.511.5, INT'X.xxx Parent will not (and will use its reasonable best efforts to ensure that none of its officers, directors, stockholders, agents, representatives or affiliates) take or cause or permit any Person to take, directly or indirectly, indirectly any of the following actions with any party other than Calogic or its Stockholders unless the Board of Directors of Parent and its designeesbelieves, after consultation with outside legal counsel, that the failure to take such actions would be inconsistent with the fiduciary duties of the Board of Directors: (i) solicit, encourage, initiate or participate in any negotiations, inquiries, or discussions with respect to any offer or proposal to acquire all or any significant part of INT'X.xxxParent's business, assets or capital stock, whether by merger, consolidation, other business combination, purchase of assets, tender or exchange offer or otherwise (each of the foregoing, an "ACQUISITION TRANSACTIONAcquisition ----------- Transaction"), (ii) disclose, in connection with an Acquisition Transaction, any ----------- information not customarily disclosed to any Person other than Parent or its representatives to Calogic and the Stockholders concerning INT'X.xxxParent's business or properties or afford to any Person other than Parent or its representatives to Calogic and the Stockholders access to its properties, books, or records, except in the ordinary course of business and as required by law or pursuant to a governmental request for information, (iii) enter into or execute any agreement relating to an Acquisition Transaction, or (iv) make or authorize any public statement, recommendation or solicitation in support of any Acquisition Transaction or any offer or proposal relating to an Acquisition Transaction other than with respect to the Merger PROVIDED, HOWEVER, that (a) INT'X.xxx may furnish or cause to be furnished information concerning INT'X.xxx and its businesses, properties or assets to a Person, (b) the Company may engage in discussions or negotiations with such Person, (c) following receipt of a proposal or offer for an Acquisition Transaction, may make disclosure to its stockholders and may recommend such proposal or offer to its stockholders and (d) following receipt of a proposal or offer for an Acquisition Transaction the Board of Directors of INT'X.xxx may enter into an agreement in principle or a definitive agreement with respect to such Acquisition Transaction, but in each case referred to in the foregoing clauses (a) through (d) only to the extent that the Board of Directors of INT'X.xxx shall conclude in good faith after consultation with outside legal counsel that such action is necessary or appropriate because failure to take such action would be inconsistent with the fiduciary duties owed by the Board of Directors to the stockholders of INT'X.xxx under applicable law; and PROVIDED, FURTHER, that the Board of Directors of INT'X.xxx shall not take any of the foregoing actions referred to in clauses (a) through (d) without prior written notice to Parent with respect to such actionMerger. In the event that INT'X.xxx Parent is contacted by any third party expressing an interest in discussing an Acquisition Transaction, INT'X.xxx Parent will promptly notify Parent Calogic of such contact and the identity of the party so contacting INT'X.xxxParent.

Exclusivity; Acquisition Proposals. (a) Unless and until this Agreement will shall have been terminated by either party pursuant to Article X hereof and thereafter subject to Section 10.58.1 hereof, INT'X.xxx will Company shall not (and will it shall use its commercially reasonable best efforts to ensure that none of its officers, directors, stockholders, agents, representatives or affiliates) take or cause or permit any Person Subsidiary to take, directly or indirectly, any of the following actions with any party other than Parent Microsoft and its designees: (i) solicit, knowingly encourage, initiate or participate in any negotiations, inquiries, inquiries or discussions with respect to any offer or proposal to acquire all or any significant part of INT'X.xxx's its business, assets or capital stock, shares whether by merger, consolidation, other business combination, purchase of assets, tender or exchange offer or otherwise (each of the foregoing, an "ACQUISITION TRANSACTIONAcquisition Transaction"), ; (ii) disclose, in connection with an Acquisition Transaction, any information not customarily disclosed to any Person person other than Parent Microsoft or its representatives concerning INT'X.xxxCompany's business or properties or afford to any Person person other than Parent Microsoft or its representatives or entity access to its properties, books, books or records, except in the ordinary course of business and as required by law or pursuant to a governmental request for information, ; (iii) enter into or execute any agreement relating to an Acquisition Transaction, ; or (iv) make or authorize any public statement, recommendation or solicitation in support of any Acquisition Transaction or any offer or proposal relating to an Acquisition Transaction other than with respect to the Merger PROVIDEDprovided, HOWEVER, that (a) INT'X.xxx may furnish or cause to be furnished information concerning INT'X.xxx and its businesses, properties or assets to a Person, (b) the Company may engage in discussions or negotiations with such Person, (c) following receipt of a proposal or offer for an Acquisition Transaction, may make disclosure to its stockholders and may recommend such proposal or offer to its stockholders and (d) following receipt of a proposal or offer for an Acquisition Transaction the Board of Directors of INT'X.xxx may enter into an agreement in principle or a definitive agreement with respect to such Acquisition Transaction, but in each case referred to in the foregoing clauses (a) through (d) only to the extent that the Board of Directors of INT'X.xxx shall conclude in good faith after consultation with outside legal counsel that such action is necessary or appropriate because failure to take such action would be inconsistent with the fiduciary duties owed by the Board of Directors to the stockholders of INT'X.xxx under applicable law; and PROVIDED, FURTHERhowever, that the Board of Directors of INT'X.xxx shall not take any Company may recommend that the shareholders of Company tender their shares in connection with a tender offer to the extent the Board of Directors of Company by a majority vote determines in its good faith judgment that such a recommendation is required to comply with the fiduciary duties of the foregoing actions referred Board of Directors of Company to in clauses (a) through (d) without prior written notice to Parent with respect to such actionshareholders under applicable Washington Law, after receiving the advice of outside legal counsel. In the event that INT'X.xxx is contacted by Company shall receive any third party expressing an interest offer or proposal, directly or indirectly, of the type referred to in discussing an Acquisition Transactionclause (i) above, INT'X.xxx will promptly notify Parent or any request for disclosure or access with respect to information of the type referred to in clause (ii) above, it shall immediately, and prior to taking any action in response thereto inform Microsoft as to the existence of such contact offer or proposal and generally describe the material facts concerning any such offer including the identity of the third party so contacting INT'X.xxx.making such offer, proposal or request, and will thereafter cooperate with Microsoft by informing Microsoft of additional material facts as they arise and furnishing to Microsoft any additional information it furnished to any third party making such proposal or requesting information. Nothing contained in this Agreement shall prevent the Board of Directors of Company from (i) furnishing information to, or answering questions of, a third party which the Board of Directors of Company reasonably believes has made a bona fide proposal with respect to an Acquisition Transaction that is a Superior Proposal (as defined below) not solicited in violation of this Agreement, provided that prior to providing information, such third party executes an agreement with confidentiality provisions substantially

Exclusivity; Acquisition Proposals. Unless and until this Agreement ---------------------------------- will have been terminated by either party pursuant to Article X XII hereof and thereafter subject to Section 10.512.5, INT'X.xxx neither Horizon nor the Founder will not (and each will use its reasonable best efforts to ensure that none of its officers, directors, stockholders, agents, representatives representatives, Stockholders or affiliates) take or cause or permit any Person to take, directly or indirectly, any of the following actions with any party other than Parent TranSwitch and its designees: (i) solicit, encourage, initiate or participate in any negotiations, inquiries, or discussions with respect to any offer or proposal to acquire all or any significant part of INT'X.xxxHorizon's business, assets or capital stock, whether by merger, consolidation, other business combination, purchase of assets, tender or exchange offer or otherwise (each of the foregoing, an "ACQUISITION TRANSACTIONAcquisition Transaction"), (ii) disclose, ----------------------- in connection with an Acquisition Transaction, any information not customarily disclosed to any Person other than Parent TranSwitch or its representatives concerning INT'X.xxxHorizon's business or properties or afford to any Person other than Parent TranSwitch or its representatives access to its properties, books, or records, except in the ordinary course of business and as required by law or pursuant to a governmental request for information, (iii) enter into or execute any agreement relating to an Acquisition Transaction, or (iv) make or authorize any public statement, recommendation or solicitation in support of any Acquisition Transaction or any offer or proposal relating to an Acquisition Transaction other than with respect to the Merger PROVIDED, HOWEVER, that (a) INT'X.xxx may furnish or cause to be furnished information concerning INT'X.xxx and its businesses, properties or assets to a Person, (b) the Company may engage in discussions or negotiations with such Person, (c) following receipt of a proposal or offer for an Acquisition Transaction, may make disclosure to its stockholders and may recommend such proposal or offer to its stockholders and (d) following receipt of a proposal or offer for an Acquisition Transaction the Board of Directors of INT'X.xxx may enter into an agreement in principle or a definitive agreement with respect to such Acquisition Transaction, but in each case referred to in the foregoing clauses (a) through (d) only to the extent that the Board of Directors of INT'X.xxx shall conclude in good faith after consultation with outside legal counsel that such action is necessary or appropriate because failure to take such action would be inconsistent with the fiduciary duties owed by the Board of Directors to the stockholders of INT'X.xxx under applicable law; and PROVIDED, FURTHER, that the Board of Directors of INT'X.xxx shall not take any of the foregoing actions referred to in clauses (a) through (d) without prior written notice to Parent with respect to such actionMerger. In the event that INT'X.xxx Horizon is contacted by any third party expressing an interest in discussing an Acquisition Transaction, INT'X.xxx Horizon will promptly notify Parent TranSwitch of such contact and the identity of the party so contacting INT'X.xxxHorizon.

Exclusivity; Acquisition Proposals. Unless and until (a) The Sellers agree that between the date of this Agreement will have been terminated by either party pursuant to Article X hereof and thereafter subject to Section 10.5the earlier of the Closing or the termination of this Agreement, INT'X.xxx will not (the Sellers shall not, and will use its reasonable best efforts shall take all action necessary to ensure that none of its officersthe Company shall not, directors, stockholders, agents, representatives or affiliates) take or cause or permit any Person to take, directly or indirectly, nor shall any of the following actions with any party other than Parent and its designees: Sellers’ or the Company’s Affiliates or Representatives: (i) solicit, encourageinitiate, initiate consider, encourage or accept any other proposals or offers from any Person (A) relating to any direct or indirect acquisition or purchase of all or any portion of the capital stock of the Company or any Company Subsidiary or any of their assets, other than inventory to be sold in the ordinary course of business, (B) to enter into any merger, consolidation or other business combination relating to the Company or any Company Subsidiary or (C) other than the Reorganization, to enter into a recapitalization, reorganization or any other extraordinary business transaction involving or otherwise relating to the Company or any Company Subsidiary (such proposals or offers, an “Acquisition Proposal”); or (ii) participate in any negotiationsdiscussions, inquiriesconversations, negotiations or other communications regarding, or discussions furnish to any other Person any information with respect to, or otherwise cooperate in any way, assist or participate in, facilitate or encourage any effort or attempt by any other Person to seek to do any of the foregoing; provided, however, that the Sellers, Company and Company Subsidiaries shall be entitled to furnish to the shareholders of Parent the fact that an Acquisition Proposal was received and the terms of such Acquisition Proposal. The Sellers immediately shall, and shall cause the Company to, cease and cause to be terminated all existing discussions, conversations, negotiations and other communications with any Persons (other than the shareholders of Sellers, Company and the Company Subsidiaries, as applicable) conducted heretofore with respect to any offer or proposal to acquire all or any significant part of INT'X.xxx's business, assets or capital stock, whether by merger, consolidation, other business combination, purchase of assets, tender or exchange offer or otherwise (each of the foregoing. (iii) The Sellers shall notify the Buyer promptly, an "ACQUISITION TRANSACTION"but in any event within 24 hours, orally and in writing if any such Acquisition Proposal, or any inquiry or other contact with any Person with respect thereto, is made. Any such notice to the Buyer shall indicate in reasonable detail the offer, inquiry or other contact and the terms and conditions of such proposal, offer, inquiry or other contact. The Sellers shall not, and shall cause the Company not to, release any Person from, or waive any provision of, any confidentiality or standstill agreement to which the Sellers or the Company is a party, without the prior written consent of the Buyer. (b) Except as set forth in Section 4.18(d), the boards of directors of Sellers and the Company shall not (i) withdraw or modify, or propose publicly to withdraw or modify, in a manner adverse to Buyer, the approval or recommendation by such board of directors of this Agreement or the approval of this Agreement by the stockholders of Parent at the Parent Stockholder Meeting (a “Change of Recommendation”), (ii) discloseapprove or recommend, or propose publicly to approve or recommend, any Acquisition Proposal, or (iii) cause or permit Sellers or the Company to enter into any letter of intent, agreement in principle, acquisition agreement or other similar agreement or understanding (an “Acquisition Agreement”) related to any Acquisition Proposal other than an acceptable confidentiality agreement entered into pursuant to Section 4.18(b). (c) Notwithstanding anything to the contrary set forth in this Section 4.18, prior to approval of this Agreement by the Parent’s stockholders at the Parent Stockholder Meeting, the boards of directors of Sellers and the Company may, if such boards of directors determine in good faith that such Acquisition Proposal is a Superior Proposal and, after consultation with its legal counsel, determine that their failure to take such actions would be inconsistent with their fiduciary duties to their stockholders under applicable Law, (i) approve or recommend such Superior Proposal and, in connection with an Acquisition Transactionthe approval or recommendation of such Superior Proposal, any information not customarily disclosed make a Change of Recommendation, and/or (ii) cause the Sellers to any Person other than Parent or terminate this Agreement; provided, that: (i) Sellers shall have provided prior written notice to Buyer at least three business days in advance of its representatives concerning INT'X.xxx's business or properties or afford intention to any Person other than Parent or its representatives access to its propertieseffect a Change of Recommendation, bookswhich notice shall specify, or records, except in the ordinary course of business and as required by law or pursuant to a governmental request for informationapplicable, (iiiA) enter into or execute any agreement the identity of the party making a Superior Proposal and the material terms thereof and include copies of all relevant documents relating to an Acquisition Transaction, or such Superior Proposal (iv) make or authorize any public statement, recommendation or solicitation in support including copies of the then-current form of any Acquisition Transaction acquisition agreement, merger agreement or any offer or proposal relating to an Acquisition Transaction other than with respect to the Merger PROVIDED, HOWEVER, that (a) INT'X.xxx may furnish or cause to be furnished information concerning INT'X.xxx and its businesses, properties or assets to a Person, (b) the Company may engage in discussions or negotiations with such Person, (c) following receipt of a proposal or offer for an Acquisition Transaction, may make disclosure to its stockholders and may recommend such proposal or offer to its stockholders and (d) following receipt of a proposal or offer for an Acquisition Transaction the Board of Directors of INT'X.xxx may enter into an agreement in principle or a definitive similar agreement with respect to such Acquisition TransactionSuperior Proposal that Sellers have received from the Person that made such Superior Proposal, but together with copies of any commitment letters or similar material documents received by the Company with respect to any financing for such Superior Proposal) (it being understood that any fee letters provided pursuant to this sentence may be redacted to omit confidential information and any other numerical amounts provided therein); (ii) after providing such notice and prior to effecting such Change of Recommendation, Sellers shall, and shall cause their Representatives to, negotiate with Buyer in each case referred to in the foregoing clauses good faith (a) through (d) only to the extent that Buyer desires to negotiate) to make such adjustments in the Board terms and conditions of Directors this Agreement as would enable the boards of INT'X.xxx directors of Sellers and the Company to determine not to effect such Change of Recommendation; (iii) the boards of directors of Sellers and the Company shall conclude have (A) considered in good faith after consultation with outside legal counsel any changes to the terms and conditions of this Agreement offered in writing by Buyer in a manner that such action is necessary or appropriate because failure to take such action would be inconsistent with the fiduciary duties owed form a binding contract if accepted by the Board of Directors Company and (B) determined that (x) such Superior Proposal would continue to constitute a Superior Proposal if such changes offered in writing by Parent were to be given effect or (y) such changes would not affect the stockholders of INT'X.xxx under applicable law; and PROVIDED, FURTHER, that the Board of Directors of INT'X.xxx shall not take any determination of the foregoing actions referred boards of directors of Sellers and the Company to effect a Change of Recommendation, as applicable; and (iv) in clauses (a) through (d) without prior the event of any material revisions to such Superior Proposal or material changes related to such Acquisition Proposal, Sellers shall be required to deliver a new written notice to Parent Buyer and to comply with the requirements of this Section 4.18(d) with respect to such action. In new written notice, except that the event that INT'X.xxx is contacted deadline for such new written notice shall be reduced to two business days before the Change of Recommendation (rather than the three business days otherwise contemplated by any third party expressing an interest in discussing an Acquisition Transaction, INT'X.xxx will promptly notify Parent of such contact and the identity of the party so contacting INT'X.xxxthis Section 4.18(d)).

Exclusivity; Acquisition Proposals. Unless and until (a) From the date of this Agreement will have been terminated by either party pursuant to until the earlier of (a) termination of this Agreement under Article X hereof IX, and thereafter subject to Section 10.5(b) the Closing Date (the “Exclusivity Period”), INT'X.xxx Company and the Company Securityholders, whether directly or indirectly through their Representatives, will not (and will use its reasonable best efforts to ensure that none cause each of its officerssubsidiaries not to), directors, stockholders, agents, representatives or affiliates) take or cause or permit any Person to take, directly or indirectly, any without first obtaining the express written consent of the following actions with any party other than Parent and its designeesParent: (i) solicit, encourageinitiate discussions, initiate engage in or participate in any negotiations, inquiriesencourage discussions or negotiations with, or discussions enter into any agreement, including any non-disclosure agreement, with, any party relating to or in connection with respect to any offer or proposal to acquire all or any significant part (A) the possible acquisition of INT'X.xxx's business, assets or capital stock, whether Company (by way of merger, consolidationshare purchase, other business combinationchange of control, purchase of assetsasset purchase, tender license, lease, or exchange offer or otherwise (each of the foregoing, an "ACQUISITION TRANSACTION"otherwise), (B) the possible acquisition of any of the Shares or other equity interests of Company (including through the issuance of new Shares or other equity interests), or (C) any other transaction outside of the ordinary course of business that could materially impair the value of Company (collectively, a “Restricted Transaction”); or (ii) disclosedisclose any non-public information relating to Company or afford access to the properties, in connection with an Acquisition Transactionbooks, any information not customarily disclosed or records of Company to any Person person (other than Parent or its representatives Representatives) concerning INT'X.xxx's business or properties or afford to any Person other than Parent or a Restricted Transaction. (b) Throughout the Exclusivity Period, upon its representatives access to its properties, books, or records, except in the ordinary course receipt of business and as required by law or pursuant to a governmental request for information, (iii) enter into or execute any agreement relating to an Acquisition Transaction, or (iv) make or authorize any public statement, recommendation or solicitation in support of any Acquisition Transaction or any offer or proposal relating to an Acquisition Transaction other than with respect to the Merger PROVIDED, HOWEVER, a Restricted Transaction or any request for nonpublic information or inquiry that (a) INT'X.xxx may furnish or cause to be furnished information concerning INT'X.xxx and its businesses, properties or assets Company reasonably believe could lead to a Person, (b) the Company may engage in discussions or negotiations with such Person, (c) following receipt of proposal for a proposal or offer for an Acquisition Restricted Transaction, may make disclosure to its stockholders Company will promptly (and may recommend such proposal in any event within one business day following receipt) provide Parent with a copy of any written proposal, request or offer to its stockholders and (d) following receipt of a proposal or offer for an Acquisition Transaction the Board of Directors of INT'X.xxx may enter into an agreement in principle or a definitive agreement with respect to such Acquisition Transactioninquiry received, but in each case referred to or, in the foregoing clauses (a) through (d) only to event the extent that the Board of Directors of INT'X.xxx shall conclude in good faith after consultation with outside legal counsel that such action proposal, request or inquiry is necessary or appropriate because failure to take such action would be inconsistent with the fiduciary duties owed by the Board of Directors to the stockholders of INT'X.xxx under applicable law; and PROVIDEDnot written, FURTHER, that the Board of Directors of INT'X.xxx shall not take any a written summary of the foregoing actions referred to in clauses (a) through (d) without prior written notice to Parent with respect to such action. In the event that INT'X.xxx is contacted by any third party expressing an interest in discussing an Acquisition Transactionproposal, INT'X.xxx will promptly notify Parent of such contact and request or inquiry, including the identity of the party so contacting INT'X.xxxparties making the proposal and its terms. Company will then promptly (and in any event within one business day) advise Parent of any material modification or proposed modification to the proposal, request or inquiry and any other information necessary to keep Parent informed in all material respects regarding the status and details of the proposal, request or inquiry.

Exclusivity; Acquisition Proposals. (a) Unless and until this Agreement will shall have been terminated by either party pursuant to Article X hereof and thereafter subject to Section 10.58.1 hereof, INT'X.xxx will Company shall not (and will it shall use its commercially reasonable best efforts to ensure that none of its officers, directors, stockholders, agents, representatives or affiliates) take or cause or permit any Person of the Company Subsidiaries to take, directly or indirectly, any of the following actions with any party other than Parent Upgrade and its designees: (i) solicit, knowingly encourage, initiate or participate in any negotiations, inquiries, inquiries or discussions with respect to any offer or proposal to acquire all or any significant part of INT'X.xxx's its business, assets or capital stock, shares whether by merger, consolidation, other business combination, purchase of assets, tender or exchange offer or otherwise (each of the foregoing, an "ACQUISITION TRANSACTIONAcquisition Transaction"), ; (ii) disclose, in connection with an Acquisition Transaction, any information not customarily disclosed to any Person person other than Parent Upgrade or its representatives concerning INT'X.xxxCompany's business or properties or afford to any Person person other than Parent Upgrade or its representatives or entity access to its properties, books, books or records, except in the ordinary course of business and as required by law or pursuant to a governmental request for information, ; (iii) enter into or execute any agreement relating to an Acquisition Transaction, ; or (iv) make or authorize any public statement, recommendation or solicitation in support of any Acquisition Transaction or any offer or proposal relating to an Acquisition Transaction other than with respect to the Merger PROVIDEDMerger; provided, HOWEVER, that (a) INT'X.xxx may furnish or cause to be furnished information concerning INT'X.xxx and its businesses, properties or assets to a Person, (b) the Company may engage in discussions or negotiations with such Person, (c) following receipt of a proposal or offer for an Acquisition Transaction, may make disclosure to its stockholders and may recommend such proposal or offer to its stockholders and (d) following receipt of a proposal or offer for an Acquisition Transaction the Board of Directors of INT'X.xxx may enter into an agreement in principle or a definitive agreement with respect to such Acquisition Transaction, but in each case referred to in the foregoing clauses (a) through (d) only to the extent that the Board of Directors of INT'X.xxx shall conclude in good faith after consultation with outside legal counsel that such action is necessary or appropriate because failure to take such action would be inconsistent with the fiduciary duties owed by the Board of Directors to the stockholders of INT'X.xxx under applicable law; and PROVIDED, FURTHERhowever, that the Board of Directors of INT'X.xxx shall not take any Company may recommend that the stockholders of Company tender their shares in connection with a tender offer to the extent the Board of Directors of Company by a majority vote determines in its good faith judgment that such a recommendation is required to comply with the fiduciary duties of the foregoing actions referred Board of Directors of Company to in clauses (a) through (d) without prior written notice to Parent with respect to such actionstockholders under applicable Delaware law, after receiving the advice of outside legal counsel. In the event that INT'X.xxx is contacted by Company shall receive any third party expressing an interest offer or proposal, directly or indirectly, of the type referred to in discussing an Acquisition Transactionclause (i) above, INT'X.xxx will promptly notify Parent or any request for disclosure or access with respect to information of the type referred to in clause (ii) above, it shall immediately, and prior to taking any action in response thereto inform Upgrade as to the existence of such contact offer or proposal and generally describe the material facts concerning any such offer including the identity of the third party so contacting INT'X.xxx.making such offer, proposal or request, and will thereafter cooperate with Upgrade by informing Upgrade of additional material facts as they arise and furnishing to Upgrade any additional information it furnished to any third party making such proposal or requesting information. Nothing contained in this Agreement shall prevent the Board of Directors of Company from (i) furnishing information to, or answering questions of, a third party which the Board of Directors of Company reasonably believes has made a bona fide proposal with respect to an Acquisition Transaction that is a Superior Proposal (as defined below) not solicited in violation of this Agreement, provided that prior to providing information, such third party executes an agreement with confidentiality

Exclusivity; Acquisition Proposals. Unless and until this Agreement will have has been terminated by either party pursuant to Article X hereof and thereafter subject to in accordance with Section 10.58.1 hereof, INT'X.xxx Seller will not and will cause Company and the Company Subsidiaries not to (and will use its commercially reasonable best efforts to ensure that none of its nor Company’s or any Company Subsidiary’s officers, directors, stockholders, agents, representatives employees, or affiliates, or any investment banker, financial advisor, attorney, accountant, or other advisor, agent, or representative (collectively, “Representatives”)) take or cause or permit any Person to take, directly or indirectly, any of the following actions with any party other than Parent Purchaser and its designees: (i) solicit, encourage, initiate initiate, or participate in any negotiations, inquiries, or discussions with respect to any offer or proposal to acquire all or any significant part of INT'X.xxx's Company or any Company Subsidiary, its business, assets assets, or capital stockshares, whether by merger, amalgamation, consolidation, other business combination, purchase of capital stock purchase of assets, license (but excluding non-exclusive licenses entered into in the ordinary course of business), lease, tender or exchange offer offer, or otherwise (each of the foregoing, an "ACQUISITION TRANSACTION"a “Restricted Transaction”), ; (ii) disclose, in connection with an Acquisition a Restricted Transaction, any nonpublic information not customarily disclosed to any Person other than Parent Purchaser or its representatives Representatives concerning INT'X.xxx's Company’s or any Company Subsidiary’s business or properties or afford to any Person other than Parent Purchaser or its representatives Representatives access to its properties, books, or records, except in the ordinary course of business and as required by law or pursuant to in accordance with a governmental request for information, ; (iii) enter into or execute any agreement relating to an Acquisition a Restricted Transaction, ; or (iv) make or authorize any public statement, recommendation recommendation, or solicitation in support of any Acquisition Restricted Transaction or any offer or proposal relating to an Acquisition a Restricted Transaction other than with respect to the Merger PROVIDED, HOWEVER, that (a) INT'X.xxx may furnish Purchase. If Company or cause to be furnished information concerning INT'X.xxx and its businesses, properties or assets to a Person, (b) the any Company may engage in discussions or negotiations with such Person, (c) following receipt of a proposal or offer for an Acquisition Transaction, may make disclosure to its stockholders and may recommend such proposal or offer to its stockholders and (d) following receipt of a proposal or offer for an Acquisition Transaction the Board of Directors of INT'X.xxx may enter into an agreement in principle or a definitive agreement with respect to such Acquisition Transaction, but in each case referred to in the foregoing clauses (a) through (d) only to the extent that the Board of Directors of INT'X.xxx shall conclude in good faith after consultation with outside legal counsel that such action is necessary or appropriate because failure to take such action would be inconsistent with the fiduciary duties owed by the Board of Directors to the stockholders of INT'X.xxx under applicable law; and PROVIDED, FURTHER, that the Board of Directors of INT'X.xxx shall not take any of the foregoing actions referred to in clauses (a) through (d) without prior written notice to Parent with respect to such action. In the event that INT'X.xxx Subsidiary is contacted by any third party expressing an interest in discussing an Acquisition a Restricted Transaction, INT'X.xxx Company will promptly promptly, but in no event later than 24 hours following Company’s or any Company Subsidiary’s knowledge of such contact, notify Parent Purchaser in writing of such contact and the identity of the party so contacting INT'X.xxxCompany or any Company Subsidiary and any information conveyed to Company or any Company Subsidiary by such third party in connection with such contact or relating to such Restricted Transaction, and will promptly, but in no event later than 24 hours, advise Purchaser of any material modification or proposed modification thereto.

Exclusivity; Acquisition Proposals. Unless and until this Agreement will shall have been terminated by either party pursuant to Article X hereof and thereafter subject to Section 10.5VI hereof, INT'X.xxx will not (and will it shall use its reasonable best efforts to ensure that none of its officers, directors, stockholdersemployees, agents, representatives or affiliates) take or cause to take (or permit cause any Person of the Alpine Subsidiaries to take), directly or indirectly, any of the following actions with any party other than Parent Weatherford and its designees: (i) solicit, encourage, initiate or participate in any negotiations, inquiries, inquiries or discussions with respect to any offer or proposal (an "Acquisition Proposal") to acquire all or any significant part of INT'X.xxx's its business, assets or capital stock, shares whether by arrangement, amalgamation, merger, consolidation, other business combination, purchase of assets, tender or exchange offer or otherwise (each of the foregoing, an "ACQUISITION TRANSACTIONAcquisition Transaction"), (ii) disclose, in connection with an Acquisition Transaction, disclose any information not customarily disclosed to any Person other than Parent or person concerning its representatives concerning INT'X.xxx's business or properties or afford to any Person other than Parent person or its representatives entity access to its properties, books, books or records, except in the ordinary course of business and as required by law or pursuant to a governmental request for information, (iii) enter into or execute any agreement relating to an Acquisition Transaction, Transaction or any plan of reorganization or recapitalization or (iv) ), make or authorize any public statement, recommendation or solicitation in support of with respect to any Acquisition Transaction or any offer or proposal relating to an Acquisition Transaction Proposal other than with respect to the Merger PROVIDEDArrangement, HOWEVER, that or change the favorable recommendation (aas contemplated by Section 2.2(a) INT'X.xxx may furnish or cause to be furnished information concerning INT'X.xxx and its businesses, properties or assets to a Person, (bhereof) the Company may engage in discussions or negotiations with such Person, (c) following receipt of a proposal or offer for an Acquisition Transaction, may make disclosure to its stockholders and may recommend such proposal or offer to its stockholders and (d) following receipt of a proposal or offer for an Acquisition Transaction the Board of Directors of INT'X.xxx may enter into an agreement in principle or a definitive agreement with respect to such Acquisition Transaction, but in each case referred to in the foregoing clauses (a) through (d) only as to the extent that Arrangement, provided nothing contained in this Section 4.2(p) or any other provision of this Agreement shall prevent the board of directors of Alpine (the "Alpine Board") from considering, approving and recommending to the Alpine shareholders an unsolicited bona fide written Acquisition Proposal, for which adequate financial arrangements have been made, which the Alpine Board of Directors of INT'X.xxx shall conclude determines in good faith (after consultation with its financial advisors, and after receiving a written opinion of outside legal counsel to the effect that such action the Alpine Board is necessary or appropriate because failure required to take such action do so in order to discharge properly its fiduciary duties) would be inconsistent likely of consummation and would, if consummated in accordance with the fiduciary duties owed by the Board of Directors its terms, result in a transaction financially superior to the stockholders shareholders of INT'X.xxx under applicable law; and PROVIDED, FURTHER, that Alpine compared to the Board of Directors of INT'X.xxx shall not take any of the foregoing actions referred to in clauses transaction contemplated by this Agreement (a) through (d) without prior written notice to Parent with respect to such action. In the event that INT'X.xxx is contacted by any third party expressing an interest in discussing an Acquisition Transaction, INT'X.xxx will promptly notify Parent of such contact and the identity of the party so contacting INT'X.xxx.a "Superior Proposal");

Exclusivity; Acquisition Proposals. Unless and until this ---------------------------------- Agreement will have been terminated by either party pursuant to Article X XI hereof and thereafter subject to Section 10.511.5, INT'X.xxx neither Excell nor any of the Stockholders will not (and each will use its reasonable best efforts to ensure that none of its officers, directors, stockholders, agents, representatives or affiliates) take or cause or permit any Person person to take, directly or indirectly, any of the following actions with any party other than Parent Cambridge and its designees: (i) solicit, encourage, initiate or participate in any negotiations, inquiries, or discussions with respect to any offer or proposal to acquire all or any significant part of INT'X.xxxExcell's business, assets or capital stock, whether by merger, consolidation, other business combination, purchase of assets, tender or exchange offer or otherwise (each of the foregoing, an "ACQUISITION TRANSACTIONAcquisition ----------- Transaction"), (ii) disclose, in connection with an Acquisition Transaction, any ----------- information not customarily disclosed to any Person person other than Parent Cambridge or its representatives concerning INT'X.xxxExcell's business or properties or afford to any Person person other than Parent Cambridge or its representatives access to its properties, books, or records, except in the ordinary course of business consistent with prior practice and as required by law or pursuant to a governmental request for information, (iii) enter into or execute any agreement relating to an Acquisition Transaction, or (iv) make or authorize any public statement, recommendation or solicitation in support of any Acquisition Transaction or any offer or proposal relating to an Acquisition Transaction other than with respect to the Merger PROVIDED, HOWEVER, that (a) INT'X.xxx may furnish or cause to be furnished information concerning INT'X.xxx and its businesses, properties or assets to a Person, (b) the Company may engage in discussions or negotiations with such Person, (c) following receipt of a proposal or offer for an Acquisition Transaction, may make disclosure to its stockholders and may recommend such proposal or offer to its stockholders and (d) following receipt of a proposal or offer for an Acquisition Transaction the Board of Directors of INT'X.xxx may enter into an agreement in principle or a definitive agreement with respect to such Acquisition Transaction, but in each case referred to in the foregoing clauses (a) through (d) only to the extent that the Board of Directors of INT'X.xxx shall conclude in good faith after consultation with outside legal counsel that such action is necessary or appropriate because failure to take such action would be inconsistent with the fiduciary duties owed by the Board of Directors to the stockholders of INT'X.xxx under applicable law; and PROVIDED, FURTHER, that the Board of Directors of INT'X.xxx shall not take any of the foregoing actions referred to in clauses (a) through (d) without prior written notice to Parent with respect to such actionMerger. In the event that INT'X.xxx Excell is contacted by any third party expressing an interest in discussing an Acquisition Transaction, INT'X.xxx Excell will promptly notify Parent Cambridge of such contact and the identity of the party so contacting INT'X.xxxExcell.

Exclusivity; Acquisition Proposals. Unless (a) Target shall (i) immediately cease and until this Agreement will have been cause to be terminated by either party pursuant to Article X hereof and thereafter subject to Section 10.5any solicitation, INT'X.xxx will not (and will use its reasonable best efforts to ensure that none of its officersencouragement, directors, stockholders, agents, representatives discussions or affiliates) take or cause or permit negotiations with any Person with respect to takean Acquisition Proposal and (ii) not modify, directly waive, amend or indirectlyrelease any standstill, any of the following actions with any party other than Parent and its designees: confidentiality or similar agreements. (b) Except as expressly permitted by Section 5.8(c), Target shall not (i) solicit, encourageinitiate, initiate facilitate or participate in any negotiations, inquiries, encourage (including by way of furnishing non-public information or discussions with respect to any offer or proposal to acquire all or any significant part of INT'X.xxx's business, assets or capital stock, whether by merger, consolidation, other business combination, purchase of assets, tender or exchange offer or otherwise (each of the foregoing, an "ACQUISITION TRANSACTION"), (ii) disclose, in connection with an Acquisition Transaction, any information not customarily disclosed to any Person other than Parent or its representatives concerning INT'X.xxx's business or properties or afford to any Person other than Parent or its representatives providing access to its properties, books, records or recordspersonnel) any inquiries regarding an Acquisition Proposal, except or the making of any Acquisition Proposal or any offer constituting, or that could reasonably be expected to lead to, an Acquisition Proposal or (ii) have any discussions or participate in the ordinary course of business and as required by law any negotiations regarding an Acquisition Proposal, or pursuant to a governmental request for information, (iii) execute or enter into any agreement, understanding or execute any agreement relating arrangement with respect to an Acquisition Transaction, or Proposal. (ivc) make or authorize any public statement, recommendation or solicitation in support of any Acquisition Transaction or any offer or proposal relating to an Acquisition Transaction other than with respect Notwithstanding anything to the Merger PROVIDEDcontrary in this Agreement, HOWEVERif, prior to obtaining the Requisite Stockholder Approval and following the receipt by Target of a bona fide written Acquisition Proposal from any Person (which Acquisition Proposal may not contain any condition or requirement that prevents or hinders Target from fully complying with its notification obligations in this Section 5.8(c)), Target’s board of directors determines in good faith, after consultation with its financial advisors and its outside legal counsel, that (ai) INT'X.xxx may furnish such Acquisition Proposal constitutes or cause would reasonably be expected to be furnished information concerning INT'X.xxx and its businesses, properties or assets lead to a Person, Superior Proposal and (bii) the Company may engage failure to take the actions set forth in discussions or negotiations with such Person, clauses (cA) following receipt of a proposal or offer for an Acquisition Transaction, may make disclosure to its stockholders and may recommend such proposal or offer to its stockholders and (dB) following receipt of a proposal or offer for an Acquisition Transaction the Board of Directors of INT'X.xxx may enter into an agreement in principle or a definitive agreement this Section 5.8(c) with respect to such Acquisition Transaction, but in each case referred to in the foregoing clauses (a) through (d) only to the extent that the Board of Directors of INT'X.xxx shall conclude in good faith after consultation with outside legal counsel that such action is necessary or appropriate because failure to take such action Proposal would be inconsistent with the its fiduciary duties owed by the Board of Directors duties, then Target may in response to the stockholders of INT'X.xxx under applicable law; and PROVIDED, FURTHER, that the Board of Directors of INT'X.xxx shall not take any of the foregoing actions referred to in clauses such Acquisition Proposal (aA) through (d) without prior written notice to Parent furnish information with respect to Target to the Person who has made such actionAcquisition Proposal pursuant to a confidentiality agreement (provided that all such information has previously been provided to Parent or is provided to Parent substantially concurrently with the time it is provided to such Person) and (B) participate in discussions and negotiations regarding such Acquisition Proposal. In Target shall, in each case within three Business Days after receipt thereof, advise Parent orally and in writing of the event receipt of any Acquisition Proposal or any inquiry with respect to, or that INT'X.xxx is contacted by could reasonably be expected to lead to, any third party expressing an interest in discussing an Acquisition TransactionProposal, INT'X.xxx will promptly notify Parent of such contact specifying the material terms and conditions thereof and the identity of the party so contacting INT'X.xxxmaking such Acquisition Proposal or inquiry, and Target shall provide to Parent (within such timeframe), a copy of all written materials provided to Target in connection with any such Acquisition Proposal or inquiry.