Common use of No Shop Clause in Contracts

No Shop. Until the earlier of the Closing Date or ------- termination of this Agreement pursuant to Article XII, Parent shall not, and ----------- shall cause the Companies and each of Parent's subsidiaries not to, and shall cause their respective employees, officers, directors, affiliates, representatives and agents (including investment bankers, attorneys, accountants and other financial advisors or consultants) not to, (a) make, solicit, assist, initiate, or in any way facilitate or encourage any inquiries, proposals, offers or bids from any Person or group (other than Buyer) (each, a "Third Party") ----------- relating to a merger, reorganization, share exchange, consolidation, purchase or similar transaction involving the acquisition of any assets, properties or rights of any Company (other than for sales of inventory in the ordinary course consistent with past practice or as otherwise permitted by Section 7.4) or of ----------- any capital stock or any other equity interest of any Company (an "Acquisition Transaction"), (b) enter into any ----------------------- understanding, arrangement, agreement or agreement in principle with any Third Party relating to any proposed or contemplated Acquisition Transaction, (c)(i) furnish any information with respect to the business, activities, operations, assets, properties or liabilities of any Company or any of its subsidiaries to any Third Party or (ii) cooperate with any Third Party with respect to any proposed or contemplated Acquisition Transaction or (d) proceed or continue with any discussions or negotiations in respect of any of the foregoing which may be in progress as of the date of this Agreement. Parent agrees that it will immediately cease and cause to be terminated any existing activities, discussion or negotiations with any parties conducted heretofore with respect to any potential Acquisition Transaction, and shall notify Buyer by facsimile (and confirm receipt by telephone) within one business day following receipt by or awareness of any executive officer of Parent of any inquiry, proposal, offer or bid in respect of any Acquisition Transaction. Prior to the Closing, Parent shall request the destruction or return of all non-public, confidential or proprietary information concerning the Companies provided to any Third Party in connection with any potential Acquisition Transaction. On the Closing Date, Parent shall assign to Buyer all confidentiality agreements entered into with any Third Party in connection with any potential Acquisition Transaction since January 1, 2001.

No Shop. Until Subject to the earlier remainder of this Section 7.03, from the Closing Date or ------- termination date of this Agreement pursuant to Article XIIuntil the Acceptance Time, Parent the Company shall not, and ----------- shall cause the Companies and each of Parent's subsidiaries its Subsidiaries not to, and shall not and shall cause its Subsidiaries not to authorize any of its or their respective employeesdirectors, officers, directorsemployees, affiliates, representatives and agents (including investment bankers, attorneys, accountants accountants, consultants and other financial agents, advisors or consultantsother representatives (collectively, “Representatives”) not to, directly or indirectly, (ai) make, solicit, assist, initiate, initiate or in take any way action to knowingly facilitate or encourage the submission of any inquiriesAcquisition Proposal; (ii) enter into, proposalsengage in or participate in any discussions or negotiations with, offers or bids from furnish any Person or group (other than Buyer) (each, a "Third Party") ----------- non-public information relating to a merger, reorganization, share exchange, consolidation, purchase or similar transaction involving the acquisition of any assets, properties or rights of any Company (other than for sales of inventory in the ordinary course consistent with past practice or as otherwise permitted by Section 7.4) or of ----------- any capital stock or any other equity interest of any Company (an "Acquisition Transaction"), (b) enter into any ----------------------- understanding, arrangement, agreement or agreement in principle with any Third Party relating to any proposed or contemplated Acquisition Transaction, (c)(i) furnish any information with respect to the business, activities, operations, assets, properties or liabilities of any Company or any of its subsidiaries Subsidiaries or afford access to the business, properties, assets, books or records of the Company or any of its Subsidiaries to, or otherwise knowingly cooperate in any way with, or knowingly assist, participate in, facilitate or encourage any effort by, any Third Party that has made or is seeking to make an Acquisition Proposal, in each case relating to an Acquisition Proposal; (iii) enter into any agreement in principle, letter of intent, merger agreement, acquisition agreement or other definitive agreement relating to an Acquisition Proposal; or (iiiv) cooperate with grant any Third Party waiver or release under any standstill or similar agreement with respect to any proposed class of equity securities of the Company or contemplated any of its Subsidiaries. Except as expressly permitted by this Section 7.03, neither the Board of Directors nor any committee thereof shall (A) fail to make, qualify, withdraw or modify in a manner adverse to Parent or Merger Sub, or propose publicly to qualify, withdraw or modify the Company Recommendation, (B) adopt, endorse, approve or recommend, or propose publicly to adopt, endorse, approve or recommend, any Acquisition Transaction Proposal or (dC) proceed following the date any Acquisition Proposal or continue any material modification thereto is first made public, fail to issue a press release reaffirming the Company Recommendation within ten Business Days after a request by Parent to do so, provided that such reaffirmation by the Board of Directors shall only be required once with respect to each Acquisition Proposal (including any discussions or negotiations in respect of amendment thereof) (any of the foregoing which may be in progress as foregoing, an “Adverse Recommendation Change”). It is agreed that any violation of the date restrictions on the Company set forth in this Section by any Representative of the Company or any of its Subsidiaries who is also a Representative of Parent or any of its Subsidiaries shall not be a breach of this Agreement. Parent agrees that it will immediately cease and cause to be terminated any existing activities, discussion or negotiations with any parties conducted heretofore with respect to any potential Acquisition Transaction, and shall notify Buyer Section by facsimile (and confirm receipt by telephone) within one business day following receipt by or awareness of any executive officer of Parent of any inquiry, proposal, offer or bid in respect of any Acquisition Transaction. Prior to the Closing, Parent shall request the destruction or return of all non-public, confidential or proprietary information concerning the Companies provided to any Third Party in connection with any potential Acquisition Transaction. On the Closing Date, Parent shall assign to Buyer all confidentiality agreements entered into with any Third Party in connection with any potential Acquisition Transaction since January 1, 2001Company.

No Shop. Until (a) Except as permitted by this Section 5.3, the earlier of the Closing Date or ------- termination of this Agreement pursuant to Article XII, Parent Company shall not, and ----------- shall cause not permit any of its Subsidiaries or any Representative of any of the Companies and each of Parent's subsidiaries not Company Entities to, and shall cause their respective employees, officers, directors, affiliates, representatives and agents directly or indirectly: (including investment bankers, attorneys, accountants and other financial advisors or consultantsi) not to, (a) make, solicit, assist, initiate, induce or in any way knowingly facilitate or encourage any inquiriesAcquisition Proposal or Acquisition Inquiry, proposalsor the making, offers submission or bids from any Person or group (other than Buyer) (each, a "Third Party") ----------- relating to a merger, reorganization, share exchange, consolidation, purchase or similar transaction involving the acquisition announcement of any assets, properties Acquisition Proposal or rights of any Company (other than for sales of inventory in the ordinary course consistent with past practice Acquisition Inquiry or as otherwise permitted by Section 7.4) or of ----------- any capital stock or take any other equity interest of any Company (comparable action that could reasonably be expected to lead to an "Acquisition Transaction"), (b) enter into any ----------------------- understanding, arrangement, agreement Proposal or agreement in principle with any Third Party relating to any proposed or contemplated Acquisition Transaction, (c)(i) furnish any information with respect to the business, activities, operations, assets, properties or liabilities of any Company or any of its subsidiaries to any Third Party or Inquiry; (ii) cooperate furnish or otherwise provide access to any non-public information regarding any of the Company Entities to any Person in connection with or in response to (or that would reasonably be expected to lead to) an Acquisition Proposal or Acquisition Inquiry; (iii) continue or engage in discussions or negotiations with any Third Party Person with respect to any proposed Acquisition Proposal or contemplated Acquisition Transaction Inquiry; (iv) approve, endorse or recommend, or make or authorize any public statement, recommendation or solicitation in support of any Acquisition Proposal; or (dv) proceed enter into, or continue propose to enter into, any letter of intent, agreement in principle, definitive agreement or any other agreement with respect to any discussions Acquisition Proposal or negotiations Acquisition Inquiry (other than a Qualifying Confidentiality Agreement in respect accordance with Section 5.3(b)(i)); or (v) resolve or publicly propose to take any of the actions referred to in clause (i), (ii), (iii), (iv) or (v) of this sentence. Immediately following the execution and delivery of this Agreement, except as permitted by this Section 5.3, the Company shall, and shall ensure that each Representative of any of the foregoing which may be in progress as of the date of this Agreement. Parent agrees that it will Company Entities, (i) immediately cease and cause to be terminated any existing activitiessolicitation of, discussion or discussions or negotiations with with, any parties conducted heretofore with respect Person relating to any potential Acquisition TransactionProposal or Acquisition Inquiry; (ii) request any Person (other than Parent, Merger Sub and shall notify Buyer their respective Representatives) that received confidential information concerning the Company Entities in connection with potentially entering into a strategic transaction with the Company to promptly return or destroy all confidential information concerning the Company Entities; and (iii) terminate access by facsimile (each such Person and confirm receipt by telephone) within one business day following receipt by its Representatives to any online or awareness of other data rooms containing any executive officer of Parent of any inquiry, proposal, offer or bid information in respect of any Acquisition Transaction. Prior to the Closing, Parent shall request the destruction or return of all non-public, confidential or proprietary information concerning the Companies provided to any Third Party in connection with any potential Acquisition Transaction. On the Closing Date, Parent shall assign to Buyer all confidentiality agreements entered into with any Third Party in connection with any potential Acquisition Transaction since January 1, 2001Company Entities.

No Shop. Until From and after the earlier of the Closing Date or ------- termination date of this Agreement pursuant to Article XIIuntil the Closing, Parent shall notnone of SHUSA, the Company or their respective Representatives shall, and ----------- they shall cause the Companies and each of Parent's subsidiaries not to, and shall use their reasonable best efforts to cause their respective employees, officers, directors, affiliates, representatives and agents (including investment bankers, attorneys, accountants and other financial advisors or consultants) Affiliates not to, (ai) make, solicit, assist, initiate, or in any way facilitate solicit or encourage any inquiries, proposalsproposals or offers with respect to an Acquisition Proposal (as defined below), offers (ii) engage in, continue or bids from otherwise participate in any Person discussions or group negotiations regarding, or provide any non-public information to any person relating to, an Acquisition Proposal, or (iii) enter into, approve or recommend, or propose to enter into, approve or recommend, any Acquisition Proposal or any letter of intent, memorandum of understanding, or other than Buyeragreement relating to an Acquisition Proposal. For purposes of this Agreement, the term “Acquisition Proposal” means (a) (each, a "Third Party") ----------- relating any proposal or offer with respect to a merger, joint venture, partnership, consolidation, dissolution, liquidation, tender offer, recapitalization, reorganization, rights offering, share exchange, consolidation, purchase business combination or similar transaction transaction, involving the acquisition of any assets, properties or rights of any Company (other than for sales of inventory in the ordinary course consistent with past practice or as otherwise permitted by Section 7.4) or of ----------- any capital stock or any other equity interest of any the Company (an "Acquisition Transaction"), Subsidiaries and (b) enter into any ----------------------- understandingacquisition by any person resulting in, arrangementor proposal or offer, agreement which, if consummated, would result in, any person becoming the beneficial owner, directly or agreement in principle with any Third Party relating to any proposed or contemplated Acquisition Transactionindirectly, (c)(i) furnish any information with respect to the business, activities, operations, assets, properties or liabilities more than 10% of any class of equity securities of the Company or any of the Company Subsidiaries, any of the consolidated total assets of the Company, in each case, other than the transactions contemplated by this Agreement. The Company shall notify the Acquirer orally and in writing promptly (but in no event later than two business days) after receipt by the Company or any of its subsidiaries to any Third Party or (ii) cooperate with any Third Party with respect to any proposed or contemplated Acquisition Transaction or (d) proceed or continue with any discussions or negotiations in respect Representatives of any of proposal or offer from any person other than the foregoing which may be in progress as of the date of this Agreement. Parent agrees that it will immediately cease and cause to be terminated Acquirer regarding an Acquisition Proposal or any existing activities, discussion or negotiations with any parties conducted heretofore with respect to any potential Acquisition Transaction, and shall notify Buyer by facsimile (and confirm receipt by telephone) within one business day following receipt by or awareness of any executive officer of Parent of any inquiry, proposal, offer or bid in respect of any Acquisition Transaction. Prior to the Closing, Parent shall request the destruction or return of all for non-public, confidential or proprietary public information concerning by any person other than the Companies provided to any Third Party Acquirer contemplated by this Agreement in connection with any potential an Acquisition Transaction. On the Closing Date, Parent shall assign to Buyer all confidentiality agreements entered into with any Third Party in connection with any potential Acquisition Transaction since January 1, 2001Proposal.

No Shop. Until Subject to the earlier remainder of this ‎Section 6.04, from the Closing Date or ------- termination execution of this Agreement pursuant to Article XIIuntil receipt of the Company Shareholder Approval, Parent the Company shall not, not and ----------- shall cause the Companies its Subsidiaries and each of Parent's subsidiaries not to, its or their respective directors and officers and shall cause direct each of its or their respective employees, officers, directors, affiliates, representatives and agents (including investment bankers, attorneys, accountants and other financial advisors and shall use reasonable best efforts to cause each of its and their other Representatives not to (i) solicit or consultants) not totake any action to knowingly facilitate or encourage the submission of any Acquisition Proposal, (aii) makeinitiate, solicit, assistfacilitate, initiateparticipate in, or in enter into ​ ​ any way facilitate discussions or encourage negotiations with, furnish any inquiries, proposals, offers or bids from any Person or group (other than Buyer) (each, a "Third Party") ----------- nonpublic information relating to a merger, reorganization, share exchange, consolidation, purchase or similar transaction involving the acquisition of any assets, properties or rights of any Company (other than for sales of inventory in the ordinary course consistent with past practice or as otherwise permitted by Section 7.4) or of ----------- any capital stock or any other equity interest of any Company (an "Acquisition Transaction"), (b) enter into any ----------------------- understanding, arrangement, agreement or agreement in principle with any Third Party relating to any proposed or contemplated Acquisition Transaction, (c)(i) furnish any information with respect to the business, activities, operations, assets, properties or liabilities of any Company or any of its subsidiaries Subsidiaries or grant or afford access to the business, properties, assets, personnel, books or records of the Company or any of its Subsidiaries to, or otherwise knowingly cooperate with, any Third Party Party, in each case relating to an Acquisition Proposal or any inquiry, proposal or request that would reasonably be expected to lead to an Acquisition Proposal, (iii) (A) permit or fail to make, withdraw, withhold, qualify or modify, or propose publicly to withdraw, withhold, qualify or modify the Company Recommendation (or recommend an Acquisition Proposal) (B) adopt, approve or recommend, or propose publicly to adopt, approve or recommend, or otherwise declare advisable, any Acquisition Proposal or proposal that would reasonably be expected to lead to an Acquisition Proposal, (C) fail to publicly recommend against any publicly disclosed Acquisition Proposal (other than a tender offer or exchange offer) within ten (10) Business Days after Parent so requests in writing, (D) fail to publicly recommend against any Acquisition Proposal structured as a tender offer or exchange offer within ten (10) Business Days after the commencement thereof or take any public position in connection with a tender or exchange offer other than a recommendation against such offer or a “stop, look and listen” communication by the Board of Directors, or (iiE) cooperate fail to include the recommendation of the Board of Directors in favor of approval and adoption of this Agreement and the Merger in the Proxy Statement (any action described in this clause (iii), an “Adverse Recommendation Change”), (iv) grant any waiver or amendment or release under any standstill or confidentiality agreement; provided that the foregoing clause (iv) shall not prohibit the Company or any of its Subsidiaries from amending, modifying or granting any waiver or release under any standstill, confidentiality or similar agreement of the Company or any of its Subsidiaries, in each case, solely to the extent the Board of Directors determines, in consultation with its outside legal counsel, that the failure to do so would be reasonably likely to be inconsistent with its fiduciary duties, (v) allow, authorize or cause the Company or any Third Party with respect of its Subsidiaries to enter into any proposed agreement in principle, letter of intent, memorandum of understanding, acquisition agreement or contemplated other contract providing for or relating to an Acquisition Transaction Proposal or any proposal or offer that would reasonably be expected to lead to an Acquisition Proposal other than an Acceptable Confidentiality Agreement (any such letter of intent, memorandum of understanding, agreement or contract, an “Alternative Acquisition Agreement”) or announce the intention to do so or (dvi) proceed resolve, or continue with any discussions or negotiations in respect of agree to do any of the foregoing which may be in progress as of the date of this Agreement. Parent agrees that it will immediately cease and cause to be terminated any existing activities, discussion or negotiations with any parties conducted heretofore with respect to any potential Acquisition Transaction, and shall notify Buyer by facsimile (and confirm receipt by telephone) within one business day following receipt by or awareness of any executive officer of Parent of any inquiry, proposal, offer or bid in respect of any Acquisition Transaction. Prior to the Closing, Parent shall request the destruction or return of all non-public, confidential or proprietary information concerning the Companies provided to any Third Party in connection with any potential Acquisition Transaction. On the Closing Date, Parent shall assign to Buyer all confidentiality agreements entered into with any Third Party in connection with any potential Acquisition Transaction since January 1, 2001foregoing.

No Shop. Until (a) During the earlier of the Pre-Closing Date or ------- termination of this Agreement pursuant to Article XIIPeriod, Parent Merger Partner shall not, directly or indirectly, and ----------- Xxxxxx Partner shall cause the Companies other members of the Merger Partner Group and each of Parent's subsidiaries shall use reasonable best efforts to cause its and their respective Representatives not to, and shall cause their respective employees, officers, directors, affiliates, representatives and agents directly or indirectly (including investment bankers, attorneys, accountants and other financial advisors or consultantsi) not to, (a) make, solicit, assist, initiate, knowingly encourage or knowingly facilitate the making, submission or announcement of any Acquisition Proposal or any Acquisition Inquiry with respect to Merger Partner; (ii) furnish any information regarding any member of the Merger Partner Group to any Person in connection with or in response to any way facilitate Acquisition Proposal or encourage any inquiries, proposals, offers Acquisition Inquiry with respect to Merger Partner; (iii) engage in discussions or bids from negotiations with any Person relating to any Acquisition Proposal or group any Acquisition Inquiry with respect to Merger Partner (other than Buyerto state that they are not currently permitted to have discussions); (iv) (eachapprove, a "Third Party") ----------- relating to a merger, reorganization, share exchange, consolidation, purchase endorse or similar transaction involving the acquisition of recommend any assets, properties or rights of any Company (other than for sales of inventory in the ordinary course consistent with past practice or as otherwise permitted by Section 7.4) or of ----------- any capital stock Acquisition Proposal or any other equity interest of any Company Acquisition Inquiry with respect to Merger Partner; or (an "Acquisition Transaction"), (bv) enter into any ----------------------- understanding, arrangement, agreement letter of intent or agreement in principle with any Third Party similar Contract contemplating or relating to any proposed Acquisition Transaction or contemplated any Acquisition TransactionInquiry with respect to Merger Partner (excluding any Permitted Confidentiality Agreements). (b) During the Pre-Closing Period, Remainco shall not, directly or indirectly, and Remainco shall cause the other members of the Remainco Group and shall use reasonable best efforts to cause its and their respective Representatives not to, directly or indirectly (c)(ii) solicit, initiate, knowingly encourage or knowingly facilitate the making, submission or announcement of any Acquisition Proposal or any Acquisition Inquiry with respect to Remainco, the members of the Spinco Group or the Spinco Business; (ii) furnish any information regarding any member of the Remainco Group to any Person in connection with or in response to any Acquisition Proposal or any Acquisition Inquiry with respect to Remainco, the business, activities, operations, assets, properties or liabilities of any Company or any of its subsidiaries to any Third Party or (ii) cooperate with any Third Party with respect to any proposed or contemplated Acquisition Transaction or (d) proceed or continue with any discussions or negotiations in respect of any members of the foregoing which may be Spinco Group or the Spinco Business; (iii) engage in progress as of the date of this Agreement. Parent agrees that it will immediately cease and cause to be terminated any existing activities, discussion discussions or negotiations with any parties conducted heretofore Person relating to any Acquisition Proposal or any Acquisition Inquiry with respect to any potential Acquisition TransactionRemainco, and shall notify Buyer by facsimile (and confirm receipt by telephone) within one business day following receipt by or awareness the members of any executive officer of Parent of any inquiry, proposal, offer or bid in respect of any Acquisition Transaction. Prior to the Closing, Parent shall request the destruction or return of all non-public, confidential or proprietary information concerning the Companies provided to any Third Party in connection with any potential Acquisition Transaction. On the Closing Date, Parent shall assign to Buyer all confidentiality agreements entered into with any Third Party in connection with any potential Acquisition Transaction since January 1, 2001.the

No Shop. Until During the earlier Interim Period, none of Tuatara or Merger Sub, on the Closing Date one hand, or ------- termination the Company and its Subsidiaries, on the other hand, will, nor will they authorize or permit their respective Representatives to, directly or indirectly (a) take any action to solicit, initiate or engage in discussions or negotiations with, or enter into any binding agreement with any Person concerning, or which would reasonably be expected to lead to, an Acquisition Transaction, (b) in the case of Tuatara, fail to include the Tuatara Board Recommendation in (or remove from) the Registration Statement, or (c) withhold, withdraw, qualify, amend or modify (or publicly propose or announce any intention or desire to withhold, withdraw, qualify, amend or modify), in a manner adverse to the other Party, the approval of such Party’s governing body of this Agreement pursuant and/or any of the transactions contemplated hereby, or, in the case of Tuatara, the Tuatara Board Recommendation, unless, in the case of clauses (b) and (c), following an Intervening Event, the Board of Directors of Tuatara concludes, in good faith and after consultation with outside legal advisors and capital markets advisors, that a failure to Article XIIchange the Tuatara Board Recommendation would breach its fiduciary duties (such determination with respect to clauses (b) and (c), Parent a “Tuatara Change in Board Recommendation”); provided that, the Board of Directors of Tuatara (i) shall notprovide five (5) Business Days’ prior written notice of its intent to change its recommendation, (ii) if requested by the Company, shall negotiate in good faith regarding any adjustments to terms and ----------- conditions of this Agreement proposed by the Company as would enable Tuatara to proceed with its Tuatara Board Recommendation and not make such Tuatara Change in Board Recommendation and (iii) shall cause only make a Tuatara Change in Board Recommendation after taking into consideration such adjustments proposed by the Companies and Company prior to the end of the five (5)-Business A-58 TABLE OF CONTENTS Day period. Promptly upon receipt of an unsolicited proposal regarding an Acquisition Transaction, each of Parent's subsidiaries not tothe Tuatara Parties and the Company shall notify the other party thereof, which notice shall include a written summary of the material terms of such unsolicited proposal. Notwithstanding the foregoing, the Parties may respond to any unsolicited proposal regarding an Acquisition Transaction only by indicating that such Party has entered into a binding definitive agreement with respect to a business combination and shall cause their respective employees, officers, directors, affiliates, representatives and agents (including investment bankers, attorneys, accountants and other financial advisors is unable to provide any information related to such Party or consultants) not to, (a) make, solicit, assist, initiate, any of its Subsidiaries or entertain any proposals or offers or engage in any way facilitate negotiations or encourage discussions concerning an Acquisition Transaction. For the purposes hereof, “Acquisition Transaction” means, with respect to the Company, any inquiriesmerger, proposalsconsolidation, offers liquidation, recapitalization, share exchange or bids from any Person or group other business combination transaction (other than Buyer) (each, a "Third Party") ----------- relating to a merger, reorganization, share exchange, consolidation, purchase or similar transaction involving the acquisition of any assets, properties or rights of any Company (other than for transactions contemplated hereby and sales of inventory in the ordinary course consistent with past practice Ordinary Course of Business) involving the sale, lease, exchange or as otherwise permitted by Section 7.4) other disposition of properties or assets or equity interests of ----------- any capital stock or any other equity interest of any the Company (an "Acquisition Transaction"), (b) enter into any ----------------------- understanding, arrangement, agreement or agreement in principle with any Third Party relating to any proposed or contemplated Acquisition Transaction, (c)(i) furnish any information and with respect to Tuatara, any transaction (other than the businesstransactions contemplated hereby) involving, activitiesdirectly or indirectly, operationsany merger or consolidation with or acquisition of, assetspurchase of assets or equity of, properties consolidation or liabilities similar business combination with or other transaction that would constitute a Business Combination with or involving Tuatara (or any Affiliate or Subsidiary of Tuatara) and any party other than the Company or any of its subsidiaries to any Third Party or (ii) cooperate with any Third Party with respect to any proposed or contemplated Acquisition Transaction or (d) proceed or continue with any discussions or negotiations in respect of any of the foregoing which may be in progress as of the date of this Agreement. Parent agrees that it will immediately cease and cause to be terminated any existing activities, discussion or negotiations with any parties conducted heretofore with respect to any potential Acquisition Transaction, and shall notify Buyer by facsimile (and confirm receipt by telephone) within one business day following receipt by or awareness of any executive officer of Parent of any inquiry, proposal, offer or bid in respect of any Acquisition Transaction. Prior to the Closing, Parent shall request the destruction or return of all non-public, confidential or proprietary information concerning the Companies provided to any Third Party in connection with any potential Acquisition Transaction. On the Closing Date, Parent shall assign to Buyer all confidentiality agreements entered into with any Third Party in connection with any potential Acquisition Transaction since January 1, 2001Company Stockholders.

No Shop. Until During the earlier of the Closing Date or ------- termination term of this Agreement pursuant to Article XIIAgreement, each of AHP and New AHP Parent shall notagrees that neither it nor any of its subsidiaries shall, and ----------- that each shall cause the Companies its and each of Parent's subsidiaries not to, and shall cause their respective employees, officers, directors, affiliatesemployees, agents and representatives and agents (including investment bankers, attorneys, accountants and other financial advisors or consultants“Representative”) not to, directly or indirectly, (ai) make, solicit, assist, initiate, solicit or in any way facilitate or encourage initiate any inquiries, proposalsproposals or offers with respect to, or the making or completion of, any Alternative Proposal, (ii) knowingly encourage (including by providing information) or facilitate any inquiries, proposals or offers with respect to, or bids from the making or completion of, any Person Alternative Proposal, (iii) engage or group (other than Buyer) (eachparticipate in any negotiations regarding, a "Third Party") ----------- or provide or cause to be provided any non-public information or data relating to a merger, reorganization, share exchange, consolidation, purchase or similar transaction involving the acquisition of any assets, properties or rights of any Company (other than for sales of inventory in the ordinary course consistent with past practice or as otherwise permitted by Section 7.4) or of ----------- any capital stock or any other equity interest of any Company (an "Acquisition Transaction"), (b) enter into any ----------------------- understanding, arrangement, agreement or agreement in principle with any Third Party relating to any proposed or contemplated Acquisition Transaction, (c)(i) furnish any information with respect to the business, activities, operations, assets, properties or liabilities of any Company AHP or any of its subsidiaries in connection with, or have any discussions with any person relating to, an actual or proposed Alternative Proposal, or otherwise knowingly encourage or facilitate any effort or attempt to make or implement an Alternative Proposal, (iv) approve, endorse or recommend, or propose publicly to approve, endorse or recommend, any Alternative Proposal, (v) approve, endorse or recommend, or publicly announce an intention to approve, endorse or recommend, or enter into, any letter of intent, agreement in principle, merger agreement, acquisition agreement, option agreement or other similar agreement relating to any Third Party Alternative Proposal, or (iivi) cooperate with amend, terminate, waive or fail to enforce, or grant any Third Party consent under, any confidentiality, standstill or similar agreement of AHP with respect to an Alternative Proposal. Notwithstanding anything in the prior sentence to the contrary, if at any proposed or contemplated Acquisition Transaction or (d) proceed or continue with any discussions or negotiations in respect of any of the foregoing which may be in progress as of time following the date of this Agreement. Parent agrees Agreement and prior to the Acceptance Date, (i) AHP (or, after the Effective Date, New AHP Parent) has received a written Acquisition Proposal from a third party that it will immediately cease and cause the AHP (or, after the Effective Date, New AHP Parent) Board of Directors believes in good faith to be terminated bona fide, (ii) neither AHP nor New AHP Parent has breached any existing activitiesprovision of this Section 8.2, discussion (iii) the AHP (or, after the Effective Date, New AHP Parent) Board of Directors determines in good faith, after consultation with its financial advisors and outside counsel, that such Acquisition Proposal constitutes or is reasonably likely to lead to a Superior Proposal and (iv) after consultation with its outside counsel, the AHP (or, after the Effective Date, New AHP Parent) Board of Directors determines in good faith that such action is necessary to comply with its duties to its shareholders under applicable law, then AHP (or, after the Effective Date, New AHP Parent) may (A) furnish information with respect to AHP to the person making such Acquisition Proposal and (B) participate in discussions or negotiations with any parties conducted heretofore with respect to any potential the person making such Acquisition TransactionProposal regarding such Acquisition Proposal; provided, that AHP and New AHP Parent (x) shall not, and shall notify Buyer by facsimile (and confirm receipt by telephone) within one business day following receipt by not allow their respective subsidiaries or awareness of Representatives to, disclose any executive officer of Parent of any inquiry, proposal, offer or bid in respect of any Acquisition Transaction. Prior to the Closing, Parent shall request the destruction or return of all non-public, confidential public information to such person without first entering into confidentiality agreement with such person on commercially reasonable terms and (y) shall promptly provide or proprietary make available to HCMLP any non-public information concerning the Companies AHP provided or made available to any Third Party in connection with any potential Acquisition Transaction. On the Closing Date, Parent shall assign such other person which was not previously provided or made available to Buyer all confidentiality agreements entered into with any Third Party in connection with any potential Acquisition Transaction since January 1, 2001HCMLP.

No Shop. Until From the earlier of the Closing Date or ------- termination execution of this Agreement pursuant to Article XIIuntil receipt of the Company Stockholder Approval, Parent the Company shall not, and ----------- shall cause the Companies and each of Parent's subsidiaries its Subsidiaries not to, and shall and shall cause each of its Subsidiaries to use its reasonable best efforts to cause any of its or their respective employees, officers, directors, affiliates, representatives and agents Representatives not to (including investment bankers, attorneys, accountants and other financial advisors i) solicit or consultants) not to, (a) make, take any action to solicit, assist, initiate, or in any way knowingly facilitate or encourage any inquiries, proposals, offers or bids from any Person or group (other than Buyer) (each, a "Third Party") ----------- relating to a merger, reorganization, share exchange, consolidation, purchase or similar transaction involving the acquisition submission of any assetsexpression of interest, properties inquiry, proposal or rights offer that constitutes an Acquisition Proposal or the making of any Company (other than for sales expression of inventory in the ordinary course consistent with past practice interest, inquiry proposal or as otherwise permitted by Section 7.4) or of ----------- any capital stock or any other equity interest of any Company (offer that would reasonably be expected to lead to an "Acquisition Transaction")Proposal, (bii) enter into or participate in any ----------------------- understandingdiscussions or negotiations with, arrangement, agreement or agreement in principle with furnish any Third Party material nonpublic information relating to any proposed or contemplated Acquisition Transaction, (c)(i) furnish any information with respect to the business, activities, operations, assets, properties or liabilities of any Company or any of its subsidiaries Subsidiaries or afford access to the business, properties, assets, books or records of the Company or any of its Subsidiaries to, or otherwise cooperate with, any Third Party or (ii) cooperate with any Third Party Party, in each case with respect to, relating to or in furtherance of an Acquisition Proposal or any proposed expression of interest, inquiry, proposal or contemplated offer that would reasonably be expected to lead to an Acquisition Transaction Proposal, (iii) permit or make an Adverse Recommendation Change, (div) proceed enter into any agreement in principle, letter of intent, merger agreement, acquisition agreement or continue with any discussions other commitment or negotiations agreement in respect of any proposal or offer providing for an Acquisition Proposal (other than a confidentiality agreement as provided in Section 6.04(b)(i)) or (v) amend, modify, redeem, terminate or grant any waiver or release under the Company Rights Plan; provided that the foregoing shall not prohibit the Company or any of its Subsidiaries from amending, modifying or granting any waiver or release under any standstill, confidentiality or similar agreement of the foregoing which may Company or any of its Subsidiaries (but solely to the extent necessary to allow for a confidential and nonpublic Acquisition Proposal to be made to the Company or the Board of Directors) or the Company Rights Plan, in progress as each case if the Board of Directors determines in good faith, in consultation with its financial advisors and outside legal counsel, that the failure to do so would be reasonably likely to be inconsistent with the fiduciary duties of the date Board of this Agreement. Parent agrees that it will immediately cease and cause to be terminated any existing activitiesDirectors, discussion or negotiations with any parties conducted heretofore with respect to any potential Acquisition Transaction, and shall notify Buyer by facsimile so long as the Company promptly (and confirm receipt by telephonein any event within 24 hours thereafter) within one business day following receipt by notifies Parent thereof (including the identity of such counterparty) of such waiver or awareness of any executive officer of Parent of any inquiry, proposal, offer or bid in respect of any Acquisition Transaction. Prior to the Closing, Parent shall request the destruction or return of all non-public, confidential or proprietary information concerning the Companies provided to any Third Party in connection with any potential Acquisition Transaction. On the Closing Date, Parent shall assign to Buyer all confidentiality agreements entered into with any Third Party in connection with any potential Acquisition Transaction since January 1, 2001release.

No Shop. Until the earlier of the Closing Date or ------- termination of this Agreement pursuant to Article XII, Parent shall (a) The Company and its Subsidiaries will not, and ----------- shall cause will ------- not permit or authorize any officer, director, agent, financial advisor, attorney, accountant or other representative of the Companies and each of Parent's subsidiaries not Company or its Subsidiaries to, and shall cause their respective employees, officers, directors, affiliates, representatives and agents (including investment bankers, attorneys, accountants and other financial advisors directly or consultants) not to, (a) makeindirectly, solicit, assist, initiateinitiate or encourage submission of proposals or offers from any Person relating to, or that could reasonably be expected to lead to, an Acquisition Transaction or participate in any negotiations or discussions regarding, or furnish to any other Person any information with respect to, or otherwise cooperate in any way facilitate with, or encourage assist or participate in, or facilitate, any inquiries, proposals, offers effort or bids from any Person or group (other than Buyer) (each, a "Third Party") ----------- relating to a merger, reorganization, share exchange, consolidation, purchase or similar transaction involving the acquisition of any assets, properties or rights of any Company (other than for sales of inventory in the ordinary course consistent with past practice or as otherwise permitted attempt by Section 7.4) or of ----------- any capital stock or any other equity interest Person to do or seek an Acquisition Transaction or enter into any letter of any Company intent, agreement in principle, acquisition agreement or other similar agreement with respect to an Acquisition Transaction (an "Acquisition Agreement") or any --------------------- agreement in principle, acquisition agreement or other similar agreement requiring it to abandon, terminate or fail to consummate the Offer, the Merger or any other transaction contemplated by this Agreement or to consummate an Acquisition Transaction"; provided, however, that, subject to compliance with -------- ------- Section 5.2(c), (b) enter into any ----------------------- understandingprior to the acceptance for payment of Shares by Purchaser pursuant to the Offer, arrangementthe Company may, agreement or agreement in principle with any Third Party relating response to any proposed or contemplated Acquisition Transaction, (c)(i) furnish any information a bona fide unsolicited proposal with respect to an Acquisition Transaction that was made in circumstances not otherwise involving a breach of this Agreement and that the business, activities, operations, assets, properties or liabilities Board of any Company or any Directors determines in its good faith judgment taking into account the advice of its subsidiaries financial advisor and outside counsel is or is reasonably likely to any Third Party lead to a Superior Proposal, furnish information to such third party pursuant to a customary confidentiality agreement and negotiate, explore or (ii) cooperate otherwise engage in substantive discussions with any Third Party such third party, in each case only if the Board of Directors determines, in its good faith judgment, taking into account the advice of outside legal counsel, that failing to take such action would breach the fiduciary duties of the Board of Directors to the Stockholders under applicable law. Nothing in this Agreement will prevent the Board of Directors from complying with Rules 14d-9 and 14e-2 promulgated under the Exchange Act with respect to any proposed or contemplated Acquisition Transaction or (d) proceed or continue with from making any discussions or negotiations required disclosure to the Company's Stockholders if, in respect of any the good faith judgment of the foregoing which may Company's Board of Directors, taking into account the advice of outside counsel, that such disclosure would be in progress as of the date of this Agreement. Parent agrees that it will immediately cease and cause to be terminated any existing activities, discussion or negotiations with any parties conducted heretofore with respect to any potential Acquisition Transaction, and shall notify Buyer by facsimile (and confirm receipt by telephone) within one business day following receipt by or awareness of any executive officer of Parent of any inquiry, proposal, offer or bid in respect of any Acquisition Transaction. Prior to the Closing, Parent shall request the destruction or return of all non-public, confidential or proprietary information concerning the Companies provided to any Third Party in connection with any potential Acquisition Transaction. On the Closing Date, Parent shall assign to Buyer all confidentiality agreements entered into with any Third Party in connection with any potential Acquisition Transaction since January 1, 2001required under applicable laws.

No Shop. Until During the earlier Interim Period, none of Tuatara or Merger Sub, on the Closing Date one hand, or ------- termination the Company and its Subsidiaries, on the other hand, will, nor will they authorize or permit their respective Representatives to, directly or indirectly (a) take any action to solicit, initiate or engage in discussions or negotiations with, or enter into any binding agreement with any Person concerning, or which would reasonably be expected to lead to, an Acquisition Transaction, (b) in the case of Tuatara, fail to include the Tuatara Board Recommendation in (or remove from) the Registration Statement, or (c) withhold, withdraw, qualify, amend or modify (or publicly propose or announce any intention or desire to withhold, withdraw, qualify, amend or modify), in a manner adverse to the other Party, the approval of such Party’s governing body of this Agreement pursuant and/or any of the transactions contemplated hereby, or, in the case of Tuatara, the Tuatara Board Recommendation, unless, in the case of clauses (b) and (c), following an Intervening Event, the Board of Directors of Tuatara concludes, in good faith and after consultation with outside legal advisors and capital markets advisors, that a failure to Article XIIchange the Tuatara Board Recommendation would breach its fiduciary duties (such determination with respect to clauses (b) and (c), Parent a “Tuatara Change in Board Recommendation”); provided that, the Board of Directors of Tuatara (i) shall notprovide five (5) Business Days’ prior written notice of its intent to change its recommendation, (ii) if requested by the Company, shall negotiate in good faith regarding any adjustments to terms and ----------- conditions of this Agreement proposed by the Company as would enable Tuatara to proceed with its Tuatara Board Recommendation and not make such Tuatara Change in Board Recommendation and (iii) shall cause only make a Tuatara Change in Board Recommendation after taking into consideration such adjustments proposed by the Companies and Company prior to the end of the five (5)-Business Day period. Promptly upon receipt of an unsolicited proposal regarding an Acquisition Transaction, each of Parent's subsidiaries not tothe Tuatara Parties and the Company shall notify the other party thereof, which notice shall include a written summary of the material terms of such unsolicited proposal. Notwithstanding the foregoing, the Parties may respond to any unsolicited proposal regarding an Acquisition Transaction only by indicating that such Party has entered into a binding definitive agreement with respect to a business combination and shall cause their respective employees, officers, directors, affiliates, representatives and agents (including investment bankers, attorneys, accountants and other financial advisors is unable to provide any information related to such Party or consultants) not to, (a) make, solicit, assist, initiate, any of its Subsidiaries or entertain any proposals or offers or engage in any way facilitate negotiations or encourage discussions concerning an Acquisition Transaction. For the purposes hereof, “Acquisition Transaction” means, with respect to the Company, any inquiriesmerger, proposalsconsolidation, offers liquidation, recapitalization, share exchange or bids from any Person or group other business combination transaction (other than Buyer) (each, a "Third Party") ----------- relating to a merger, reorganization, share exchange, consolidation, purchase or similar transaction involving the acquisition of any assets, properties or rights of any Company (other than for transactions contemplated hereby and sales of inventory in the ordinary course consistent with past practice Ordinary Course of Business) involving the sale, lease, exchange or as otherwise permitted by Section 7.4) other disposition of properties or assets or equity interests of ----------- any capital stock or any other equity interest of any the Company (an "Acquisition Transaction"), (b) enter into any ----------------------- understanding, arrangement, agreement or agreement in principle with any Third Party relating to any proposed or contemplated Acquisition Transaction, (c)(i) furnish any information and with respect to Tuatara, any transaction (other than the businesstransactions contemplated hereby) involving, activitiesdirectly or indirectly, operationsany merger or consolidation with or acquisition of, assetspurchase of assets or equity of, properties consolidation or liabilities similar business combination with or other transaction that would constitute a Business Combination with or involving Tuatara (or any Affiliate or Subsidiary of Tuatara) and any party other than the Company or any of its subsidiaries to any Third Party or (ii) cooperate with any Third Party with respect to any proposed or contemplated Acquisition Transaction or (d) proceed or continue with any discussions or negotiations in respect of any of the foregoing which may be in progress as of the date of this Agreement. Parent agrees that it will immediately cease and cause to be terminated any existing activities, discussion or negotiations with any parties conducted heretofore with respect to any potential Acquisition Transaction, and shall notify Buyer by facsimile (and confirm receipt by telephone) within one business day following receipt by or awareness of any executive officer of Parent of any inquiry, proposal, offer or bid in respect of any Acquisition Transaction. Prior to the Closing, Parent shall request the destruction or return of all non-public, confidential or proprietary information concerning the Companies provided to any Third Party in connection with any potential Acquisition Transaction. On the Closing Date, Parent shall assign to Buyer all confidentiality agreements entered into with any Third Party in connection with any potential Acquisition Transaction since January 1, 2001Company Stockholders.

No Shop. Until (a) In consideration of the earlier substantial expenditure of time, effort and expense undertaken by the Acquiror in connection with its due diligence efforts and the preparation, negotiation and execution of this Agreement, the Company and the Seller agree that neither they nor their officers, employees, agents or other representatives shall, after the execution of this Agreement until the Closing Date or ------- the earlier termination of this Agreement pursuant to Article XII(the "No-Shop Period"), Parent shall not, and ----------- shall cause the Companies and each of Parent's subsidiaries not to, and shall cause their respective employees, officers, directors, affiliates, representatives and agents directly or indirectly: (including investment bankers, attorneys, accountants and other financial advisors or consultantsi) not to, (a) make, solicit, assist, initiate, encourage or take an action intended to encourage, enter into, conduct, engage in or continue any way facilitate discussions, or encourage enter into any inquiriesagreement or understanding, proposals, offers with any other person or bids from any Person or group entity (other than Buyer) (eachany officer, a "Third Party") ----------- relating to a mergerdirector, reorganization, share exchange, consolidation, purchase controlled affiliate or similar transaction involving employee of the acquisition of any assets, properties or rights of any Company (other than for sales of inventory in the ordinary course consistent with past practice or as otherwise permitted by Section 7.4) or of ----------- any capital stock or any other equity interest of any Company (an "Acquisition Transaction"), (b) enter into any ----------------------- understanding, arrangement, agreement or agreement in principle with any Third Party relating to any proposed or contemplated Acquisition Transaction, (c)(i) furnish any information with respect to the business, activities, operations, assets, properties or liabilities of any Company Seller or any of its subsidiaries to affiliates or any Third Party investment banker, attorney or other advisor or representative of the Seller or any of its affiliates) regarding the transfer, directly or indirectly, of any capital stock of or any other interest in the Company or its Subsidiaries or any of their assets (including one or more 36 FBO locations or by way of a license); or (ii) cooperate with disclose any Third Party with respect nonpublic information relating to the Company, its Subsidiaries or any assets comprising the FBO Business or afford access to the properties, books or records of the Company or its Subsidiaries to any proposed other person or contemplated Acquisition Transaction entity that may be considering acquiring, or has acquired, an interest in the Company or its Subsidiaries; provided that (A) during the No-Shop Period, the Seller, the Company and their respective representatives may continue with existing discussions that they are engaged in with certain financial institutions and certain airport authorities relating solely to a possible bond financing of the Construction Obligations (a "Bond Financing") but shall not consummate a Bond Financing or enter into an agreement that will cause the Seller, the Company or its Subsidiaries to incur any liability or obligation if a Bond Financing is not consummated, and (B) nothing contained in this Agreement (including, without limitation, this Section 5.4) shall prohibit the Board of Directors of the Seller, directly or through its advisers, agents or other intermediaries, from (I) complying with Rule 14d-9 or 14e-2(a) promulgated under the Exchange Act or (dII) proceed in response to an unsolicited Acquisition Proposal that is not withdrawn and that the Seller's Board of Directors reasonably concludes constitutes a Superior Proposal (as defined below), engaging or continue with any participating in discussions or negotiations with and furnishing information to the party making such Acquisition Proposal if: (X) the Board of Directors of the Seller determines in respect good faith after consultation with its outside legal counsel that such action is required in order for the Board of Directors of the Seller to comply with its fiduciary obligations to the Seller's shareholders, (Y) (i) concurrently with furnishing any such information to, or entering into discussions or negotiations with, such party, the Seller gives the Acquiror written notice of the identity of such person or group and of the Seller's intention to furnish information to, or enter into discussions or negotiations with, such party and (ii) the Seller receives from such party an executed confidentiality agreement at least as restrictive as the confidentiality obligations of the Acquiror hereunder, and (Z) contemporaneously with furnishing any such information to such party, the Seller furnishes such information to the Acquiror (to the extent such information has not been previously furnished by the Seller to the Acquiror). Without limiting the foregoing, it is understood that any violation of the restrictions set forth in this Section 5.4 by any officer, director, controlled affiliate or employee of the Seller or any of the foregoing which may be in progress as its affiliates or any investment banker, attorney or other advisor or representative of the date Seller or any of its affiliates or any other person who shall have entered into a Voting Undertaking shall be deemed to be a breach of this Agreement. Parent agrees that it will immediately cease and cause to be terminated any existing activities, discussion or negotiations with any parties conducted heretofore with respect to any potential Acquisition Transaction, and shall notify Buyer Section 5.4 by facsimile (and confirm receipt by telephone) within one business day following receipt by or awareness of any executive officer of Parent of any inquiry, proposal, offer or bid in respect of any Acquisition Transaction. Prior to the Closing, Parent shall request the destruction or return of all non-public, confidential or proprietary information concerning the Companies provided to any Third Party in connection with any potential Acquisition Transaction. On the Closing Date, Parent shall assign to Buyer all confidentiality agreements entered into with any Third Party in connection with any potential Acquisition Transaction since January 1, 2001Seller.

No Shop. Until (a) In consideration of the earlier substantial expenditure of time, effort and expense undertaken by the Acquiror in connection with its due diligence efforts and the preparation, negotiation and execution of this Agreement, each of the Members and the Beneficial Owners agree that neither they, the Jet Center Entities, nor their Representatives shall, after the execution of this Agreement until the Closing Date or ------- the earlier termination of this Agreement pursuant to Article XIISection 7.1 (the “No-Shop Period”), Parent shall not, and ----------- shall cause the Companies and each of Parent's subsidiaries not to, and shall cause their respective employees, officers, directors, affiliates, representatives and agents directly or indirectly: (including investment bankers, attorneys, accountants and other financial advisors or consultantsi) not to, (a) make, solicit, assist, initiate, encourage, enter into, conduct or in continue any way facilitate negotiation of terms or encourage enter into any inquiriesagreement or understanding, proposals, offers with any other person or bids from any Person or group entity (other than Buyer) (eachany officer, a "Third Party") ----------- relating to a mergerdirector, reorganizationcontrolled affiliate or employee of the Seller, share exchangethe Jet Center Entities, consolidation, purchase or similar transaction involving the acquisition of any assets, properties or rights of any Company (other than for sales of inventory in the ordinary course consistent with past practice or as otherwise permitted by Section 7.4) or of ----------- any capital stock or any of their respective affiliates or any investment banker, attorney or other equity interest advisor or representative of any Company (an "Acquisition Transaction")the Seller, (b) enter into any ----------------------- understanding, arrangement, agreement or agreement in principle with any Third Party relating to any proposed or contemplated Acquisition Transaction, (c)(i) furnish any information with respect to the business, activities, operations, assets, properties or liabilities of any Company Jet Center Entities or any of its subsidiaries to affiliates) regarding the transfer, directly or indirectly, of any Third Party interest in the Jet Center Entities or any material portion of the assets of the FBO Business (including by way of license); or (ii) cooperate with disclose any Third Party with respect nonpublic information relating to any proposed the FBO Business or contemplated Acquisition Transaction afford access to the books or (d) proceed records of Seller or continue with any discussions or negotiations in respect of any of the foregoing which Jet Center Entities to any other person or entity that Seller is informed is considering acquiring an interest in the Jet Center Entities. If, during the No-Shop Period, the Seller or its Representatives receives any written request for information or written indication of interest from any Person that may be interested in progress acquiring an interest in the Seller or the Jet Center Entities, the Seller shall promptly refuse any such communication and cease any discussion related thereto and promptly disclose to the Acquiror the receipt of such request or indication of interest, and the material terms of any such indication of interest, and shall provide to the Acquiror copies of any correspondence or other written materials received in connection therewith. The Seller and the Beneficial Owners hereby confirm to the Acquiror that, as of the date of this Agreement. Parent agrees that it will immediately cease hereof, all discussions, negotiations and cause to be terminated any existing activities, discussion or negotiations other activities with any parties conducted heretofore with respect to any potential Acquisition Transaction, and shall notify Buyer by facsimile (and confirm receipt by telephone) within one business day following receipt other person by or awareness on behalf of the Seller and the Jet Center Entities have been terminated and that neither the Seller nor any of the Jet Center Entities has any obligation to sell to or discuss with any other person the sale of any executive officer assets comprising the FBO Business or the stock or assets of Parent either the Seller or any of any inquiry, proposal, offer or bid in respect of any Acquisition Transaction. Prior to the Closing, Parent shall request the destruction or return of all non-public, confidential or proprietary information concerning the Companies provided to any Third Party in connection with any potential Acquisition Transaction. On the Closing Date, Parent shall assign to Buyer all confidentiality agreements entered into with any Third Party in connection with any potential Acquisition Transaction since January 1, 2001Jet Center Entities.

No Shop. Until From the earlier of date hereof until the Closing Date or ------- termination of this Agreement pursuant to Article XIIEffective Time, Parent the Company shall not, not and ----------- shall cause its Subsidiaries and the Companies Company’s directors and each of Parent's subsidiaries officers not to, and shall use reasonable best efforts to cause all of its and their respective employees, officers, directors, affiliates, representatives and agents (including investment bankers, attorneys, accountants and other financial advisors or consultants) Representatives not to, directly or indirectly, (ai) make, solicit, assist, initiate, initiate or in any way knowingly facilitate or encourage any inquiriesinquiries regarding, proposals, offers or bids from any Person or group (other than Buyer) (each, a "Third Party") ----------- relating to a merger, reorganization, share exchange, consolidation, purchase or similar transaction involving the acquisition making of any assetsproposal or offer that constitutes or would reasonably be expected to lead to, properties or rights of any Company (other than for sales of inventory in the ordinary course consistent with past practice or as otherwise permitted by Section 7.4) or of ----------- any capital stock or any other equity interest of any Company (an "Acquisition Transaction")Proposal, (bii) engage in, enter into or participate in any ----------------------- understandingdiscussions or negotiations with, arrangement, agreement or agreement in principle with any Third Party relating to any proposed or contemplated Acquisition Transaction, (c)(i) furnish any information with respect relating to the business, activities, operations, assets, properties or liabilities of any Company or any of its subsidiaries Subsidiaries or afford access to the business, properties, assets, books or records of the Company or any of its Subsidiaries to or otherwise knowingly cooperate in any way with, or knowingly assist, facilitate or encourage any effort by any Third Party Party, in each case, in connection with or in response to an Acquisition Proposal, or any inquiry or proposal that would reasonably be expected to lead to an Acquisition Proposal, (iiiii) cooperate (A) fail to make, or withdraw, qualify or modify in a manner adverse to Parent or Merger Sub, or propose publicly to fail to make or to withdraw, qualify or modify in a manner adverse to Parent or Merger Sub, the Company Recommendation, (B) adopt, endorse, approve or recommend, or propose publicly to adopt, endorse, approve or recommend, any Acquisition Proposal, or resolve or agree to take any such action, (C) publicly make any recommendation in connection with any Third Party a tender offer or exchange offer (other than the Offer) other than a recommendation against such offer or a temporary “stop, look and listen” communication by the Board of Directors of the type contemplated by Rule 14d-9(f) under the Exchange Act (it being understood that the Board of Directors may take no position with respect to an Acquisition Proposal that is a tender offer or exchange offer until the close of business on the tenth Business Day after the commencement of such tender offer or exchange offer pursuant to Rule 14d-2 under the Exchange Act, without such action being considered an Adverse Recommendation Change); (D) other than with respect to a tender or exchange offer described in clause (C), following the date any proposed Acquisition Proposal or contemplated Acquisition Transaction any material modification thereto is first made public or sent or given to the stockholders of the Company, fail to issue a press release reaffirming the Company Recommendation within five Business Days after a request by Parent to do so (or, if earlier, by the second Business Day prior to the then-scheduled expiration date of the Offer) or (dE) proceed or continue with any discussions or negotiations fail to include the Company Recommendation in respect of the Schedule 14D-9 when disseminated to the Company’s stockholders (any of the foregoing which may be in progress as this clause (iii), an “Adverse Recommendation Change”) or (iv) approve, recommend or enter into any agreement in principle, letter of the date intent, term sheet, merger agreement, acquisition agreement, option agreement or other similar instrument relating to an Acquisition Proposal. The Company shall, shall cause its Subsidiaries and its and their respective directors, officers and employees to, and shall use its reasonable best efforts to cause all of this Agreement. Parent agrees that it will its and their respective other Representatives to, (i) cease immediately cease and cause to be terminated any and all existing activitiesdiscussions or negotiations, discussion or negotiations if any, with any parties Third Party and its Representatives conducted heretofore prior to the date hereof with respect to any potential Acquisition TransactionProposal or any inquiry or proposal that would reasonably be expected to lead to an Acquisition Proposal, and shall notify Buyer by facsimile (and confirm receipt by telephoneii) within one business day following receipt by or awareness of any executive officer of Parent of any inquiry, proposal, offer or bid in respect of any Acquisition Transaction. Prior to the Closing, Parent shall request the prompt return or destruction or return of all non-public, confidential or proprietary information concerning the Companies provided previously furnished to any Third Party in connection with within the last twelve months for the purposes of evaluating a possible Acquisition Proposal and (iii) terminate access to any potential physical or electronic data rooms relating to a possible Acquisition TransactionProposal. On the Closing DateThe Company shall not, Parent and shall assign to Buyer all confidentiality agreements entered into with cause its Subsidiaries not to, release any Third Party from, or waive, amend or modify any provision of, or grant permission under or fail to enforce, any standstill provision in connection any agreement to which the Company or any of its controlled Affiliates is a party; provided that, notwithstanding anything to the contrary contained in this Agreement, if the Board of Directors determines in good faith, after consultation with its outside legal counsel that the failure to take such action would be reasonably likely to be inconsistent with its fiduciary duties under Applicable Law, the Company may waive any potential such standstill provision solely to the extent necessary to permit a Third Party to make, on a confidential basis to the Board of Directors, an Acquisition Transaction since January 1Proposal, 2001conditioned upon such Third Party agreeing that the Company shall not be prohibited from providing any information to Parent (including regarding any such Acquisition Proposal) in accordance with, and otherwise complying with, this Section 7.03. Except to the extent otherwise permitted by the proviso in the foregoing sentence, the Company shall, and shall cause its Subsidiaries to, enforce the confidentiality and standstill provisions of any such agreement.

No Shop. Until the earlier of the Closing Date or ------- termination of this Agreement pursuant to Article XII, Parent shall not, and ----------- shall cause the Companies and each of Parent's subsidiaries not to, and shall cause their respective employees, officers, directors, affiliates, representatives and agents (including investment bankers, attorneys, accountants and other financial advisors or consultants) not to, (a) makeThe Seller shall not and shall not authorize or permit its Representatives to, directly or indirectly, solicit, assist, initiate, or in knowingly take any way facilitate action to encourage the submission of any proposal or encourage any inquiries, proposals, offers or bids from offer by any Person or group (other than Buyerthe Buyer regarding (i) the sale or license of all or any material assets of the Seller, (eachii) any sale, a "Third Party") ----------- relating to a merger, reorganization, share exchange, consolidation, purchase liquidation, dissolution, public offering, recapitalization, issuance of securities or similar transaction involving the acquisition Seller, or (iii) the issuance or transfer of any equity of the Seller (an “Acquisition Proposal”) or the making of any proposal that could reasonably be expected to lead to any Acquisition Proposal, or, subject to Section 6.12(b): (i) conduct or engage in any discussions or negotiations with, disclose any non-public information relating to the Seller to, afford access to the business, properties, assets, properties books, or rights records of the Seller to, or knowingly encourage any Company effort by, any third party that is seeking to make an Acquisition Proposal; (other than for sales ii) (A) except where the Seller Board makes a good faith determination, after consultation with its outside legal counsel, that the failure to do so would be inconsistent with its fiduciary duties, amend or grant any waiver or release under any standstill or similar agreement with respect to any class of inventory in equity securities of the ordinary course consistent with past practice Seller, or as otherwise permitted by Section 7.4(B) or of ----------- approve any capital stock transaction under, or any other equity interest third party becoming an “interested stockholder” under, Section 203 of any Company the DGCL; or (an "Acquisition Transaction"), (biii) enter into any ----------------------- understanding, arrangement, agreement or agreement in principle with any Third Party principle, letter of intent, term sheet, acquisition agreement, merger agreement, option agreement, joint venture agreement, partnership agreement, or other Contract relating to any proposed Acquisition Proposal (each, a “Seller Acquisition Agreement”). Except as expressly permitted by this Section 6.12, the Seller Board shall not effect a Seller Adverse Recommendation Change. The Seller shall cease immediately and cause to be terminated, and shall not authorize or contemplated Acquisition Transaction, (c)(i) furnish any information with respect to the business, activities, operations, assets, properties or liabilities of any Company or knowingly permit any of its subsidiaries Representatives to continue, any Third Party and all existing activities, discussions, or (ii) cooperate negotiations, if any, with any Third Party third party conducted prior to the date hereof with respect to any proposed Acquisition Proposal and shall use its reasonable best efforts to cause any such third party (or contemplated Acquisition Transaction its agents or (dadvisors) proceed or continue with any discussions or negotiations in possession of non-public information in respect of any the Seller that was furnished by or on behalf of the foregoing which may be in progress as of the date of this Agreement. Parent agrees that it will immediately cease and cause Seller to be terminated any existing activities, discussion return or negotiations with any parties conducted heretofore with respect to any potential Acquisition Transaction, and shall notify Buyer by facsimile destroy (and confirm receipt destruction of) all such information. The Seller Board, by telephoneresolutions duly adopted at a meeting of all directors of the Seller duly called and held and, not subsequently rescinded or modified in any way, has: (i) within one business day following receipt by or awareness of any executive officer of Parent of any inquirydetermined that this Agreement and the transactions contemplated hereby, proposal, offer or bid in respect of any Acquisition Transaction. Prior upon the terms and subject to the Closingconditions set forth herein, Parent shall request are fair to, and in the destruction or return best interests of, the Seller and the Seller’s stockholders; (ii) approved and declared advisable this Agreement, including the execution, delivery, and performance thereof, and the consummation of all non-publicthe transactions contemplated by this Agreement, confidential or proprietary information concerning upon the Companies provided terms and subject to any Third Party the conditions set forth herein; (iii) directed that this Agreement be submitted to a vote of the Seller’s stockholders for approval at the Seller Stockholder Meeting; and (iv) resolved to recommend that the Seller stockholders vote in connection favor of approval of this Agreement in accordance with any potential Acquisition Transactionthe DGCL (collectively, the “Seller Board Recommendation”). On the Closing Date, Parent shall assign to Buyer all confidentiality agreements entered into with any Third Party in connection with any potential Acquisition Transaction since January 1, 2001.44

No Shop. Until Except as otherwise expressly permitted by the remainder of this Section 5.1, until the earlier to occur of the Closing Date or ------- valid termination of this Agreement pursuant to Article XII7 and the Effective Time, Parent the Company shall not, and ----------- the Company shall cause the Companies its Subsidiaries and each of Parent's subsidiaries its and their respective Representatives not to, and shall cause their respective employees, officers, directors, affiliates, representatives and agents (including investment bankers, attorneys, accountants and other financial advisors directly or consultants) not toindirectly, (ai) make, solicit, assistinitiate or take any action to knowingly induce the making, initiatesubmission or announcement of, or in any way knowingly facilitate or encourage the submission of any inquiriesinquiry or proposal that constitutes, proposalsor would reasonably be expected to lead to, offers any Acquisition Proposal, (ii) enter into, participate or bids from engage in any Person discussions or group (other than Buyer) (eachnegotiations with, a "Third Party") ----------- furnish any material nonpublic information relating to a merger, reorganization, share exchange, consolidation, purchase or similar transaction involving the acquisition of any assets, properties or rights of any Company (other than for sales of inventory in the ordinary course consistent with past practice or as otherwise permitted by Section 7.4) or of ----------- any capital stock or any other equity interest of any Company (an "Acquisition Transaction"), (b) enter into any ----------------------- understanding, arrangement, agreement or agreement in principle with any Third Party relating to any proposed or contemplated Acquisition Transaction, (c)(i) furnish any information with respect to the business, activities, operations, assets, properties or liabilities of any Company or any of its subsidiaries Subsidiaries or knowingly afford access to the business, properties, assets, books or records, or to any personnel, of the Company or any of its Subsidiaries to, or otherwise knowingly cooperate with, any Third Party, in each case relating to an Acquisition Proposal by such Third Party or that would reasonably be expected to lead to an Acquisition Proposal, (iiiii) cooperate (A) withhold (or qualify or modify in a manner adverse to the Parent or the Purchaser), or publicly announce its intention to do the same, the Company Recommendation, or fail to include the Company Recommendation in the Company Proxy in accordance with any Third Party Section 2.3, (B) other than with respect to a tender offer or exchange offer, within 5 Business Days of the Parent’s written request, fail to make or reaffirm the Company Recommendation following the date any proposed Acquisition Proposal or contemplated any material modification thereto is first published or broadly sent or given to the shareholders of the Company, (C) approve or recommend, or propose publicly to approve or recommend, any Acquisition Transaction Proposal, or (dD) proceed fail to recommend, in a Solicitation/Recommendation Statement on Schedule 14D-9, against any Acquisition Proposal that is a tender offer or continue with any discussions exchange offer subject to Regulation D promulgated under the 1934 Act within 10 Business Days after the commencement (within the meaning of Rule 14d-2 under the 1934 Act) of such tender offer or negotiations in respect of exchange offer (any of the foregoing which may in clauses (A) through (D), an “Adverse Recommendation Change”) or (iv) enter into any agreement in principle, letter of intent, term sheet, memorandum of understanding, merger agreement, acquisition agreement, option agreement, share exchange agreement, joint venture agreement, other agreement or other similar instrument providing for, or that would reasonably be in progress as of the date of this Agreementexpected to lead to, an Acquisition Proposal. Parent agrees that it will The Company shall, and shall cause its Subsidiaries and its and their Representatives to, cease immediately cease and cause to be terminated any and all existing activities, discussion discussions or negotiations with any parties Third Party and its Representatives conducted heretofore prior to the date hereof with respect to any potential Acquisition TransactionProposal. Within four Business Days after the date hereof, and the Company shall notify Buyer by facsimile (and confirm receipt by telephonei) within one business day following receipt by or awareness of any executive officer of Parent of any inquiry, proposal, offer or bid request in respect of any Acquisition Transaction. Prior to the Closing, Parent shall request the destruction or return of all non-public, confidential or proprietary information concerning the Companies provided to any Third Party writing that each Person that has heretofore executed a confidentiality agreement in connection with any its consideration of an Acquisition Proposal or potential Acquisition Transaction. On Proposal promptly destroy or return to the Closing Date, Parent shall assign Company all nonpublic information heretofore furnished by the Company or any of its Representatives to Buyer all such Person or any of its Representatives in accordance with the terms of such confidentiality agreements entered into with agreement and (ii) terminate access to any Third Party in connection with any potential physical or electronic data rooms relating to a possible Acquisition Transaction since January 1, 2001Proposal by such Person and its Representatives.

No Shop. Until (a) During the earlier period from the date of this Agreement until the Closing Date or ------- earliest of (i) the termination of this Agreement pursuant to Article XIIand (ii) the Closing Date, neither Parent shall notnor Existing Sub shall, and ----------- shall cause the Companies and each directly or indirectly, or authorize or permit any of Parent's subsidiaries not to, and shall cause their respective employees, officers, directors, affiliates, Affiliates or representatives and agents (including investment bankers, attorneys, accountants and other financial advisors or consultants) not to, (ai) make, solicit, assist, initiate, encourage or induce the making, submission or announcement of any Acquisition Proposal or take any action that could reasonably be expected to lead to an Acquisition Proposal, (ii) furnish any information regarding the Business, Existing Sub, the Contributed Asset or the Assumed Liabilities to any Person in connection with or in any way facilitate response to an Acquisition Proposal, (iii) engage in discussions or encourage any inquiries, proposals, offers or bids from negotiations with any Person or group (other than Buyer) (each, a "Third Party") ----------- relating with respect to a merger, reorganization, share exchange, consolidation, purchase or similar transaction involving the acquisition of any assets, properties or rights of any Company (other than for sales of inventory in the ordinary course consistent with past practice or as otherwise permitted by Section 7.4) or of ----------- any capital stock or any other equity interest of any Company (an "Acquisition Transaction")Proposal, (biv) approve or endorse or recommend any Acquisition Proposal or (v) enter into any ----------------------- understanding, arrangement, agreement letter of intent or similar document or any contract or agreement in principle with any Third Party contemplating or otherwise relating to any proposed or contemplated Acquisition Transaction, provided, however, that (c)(iA) furnish any information nothing contained in this Agreement shall prevent Parent's Board of Directors from disclosing to Parent's shareholders a position with respect to a tender offer pursuant to Rules 14d-9 and 14e-2 promulgated under the businessSecurities Exchange Act of 1934, activitiesas amended, operationsand (B) prior to the adoption and approval of this Agreement, assetsthe Ancillary Documents and the transactions contemplated herein and therein by Parent's shareholders, properties Parent shall not be prohibited by this Section 7.5 from (x) providing nonpublic information regarding the Business, Existing Sub, the Contributed Assets and the Assumed Liabilities to any Person in response to an Acquisition Proposal that is submitted by such Person (and not withdrawn), or liabilities of (y) entering into discussions with any Company or Person in response to a Superior Offer that is submitted by such Person (and not withdrawn) if, in either such case: (1) neither Parent, Existing Sub nor any of their Affiliates or representatives shall have violated any of the restrictions set forth in Section 7.5(a), (2) Parent's Board of Directors believes in good faith, based upon the advice of its subsidiaries outside legal counsel, that such action is required in order for Parent's Board of Directors to comply with its fiduciary obligations under applicable law, and (3) prior to furnishing any Third Party such nonpublic information to, or (ii) cooperate with entering into discussions with, such Person, Parent gives Buyers written notice of the identity of such Person and of Parent's intention to furnish nonpublic information to, or enter into discussions with, such Person, and Parent receives from such Person an executed confidentiality agreement reasonably satisfactory to Buyers. Without limiting the generality of the foregoing, Parent acknowledges and agrees that any Third Party with respect to any proposed or contemplated Acquisition Transaction or (d) proceed or continue with any discussions or negotiations in respect violation of any of the foregoing which may be restrictions set forth in progress as of the date of this Agreement. Parent agrees that it will immediately cease and cause to be terminated any existing activities, discussion or negotiations with any parties conducted heretofore with respect to any potential Acquisition Transaction, and shall notify Buyer by facsimile (and confirm receipt by telephone) within one business day following receipt by or awareness of any executive officer of Parent of any inquiry, proposal, offer or bid in respect of any Acquisition Transaction. Prior to the Closing, Parent shall request the destruction or return of all non-public, confidential or proprietary information concerning the Companies provided to any Third Party in connection with any potential Acquisition Transaction. On the Closing Date, Parent shall assign to Buyer all confidentiality agreements entered into with any Third Party in connection with any potential Acquisition Transaction since January 1, 2001.the

No Shop. Until Except as otherwise expressly permitted by the remainder of this Section 6.04, until the earlier to occur of the Closing Date or ------- termination of this Agreement pursuant to Article XII11 and the Closing, Parent Summit shall not, and ----------- shall cause the Companies its Subsidiaries not to and each of Parent's subsidiaries shall instruct its and their respective Representatives not to, and shall cause their respective employees, officers, directors, affiliates, representatives and agents (including investment bankers, attorneys, accountants and other financial advisors directly or consultants) not toindirectly, (a1) make, solicit, assist, initiate, propose or in take any way action to knowingly facilitate or encourage the submission of any inquiriesinquiry or proposal that constitutes, proposalsor would reasonably be expected to lead to, offers any Summit Acquisition Proposal, (2) enter into or bids from knowingly participate in any Person discussions or group (other than Buyer) (eachnegotiations with, a "furnish any nonpublic information relating to Summit or any of its Subsidiaries or afford access to the business, properties, assets, books or records of Summit or any of its Subsidiaries to, or otherwise knowingly cooperate with, any Third Party") ----------- , in each case relating to a mergerSummit Acquisition Proposal by such Third Party, reorganization(3)(A) withhold, share exchangewithdraw, consolidationqualify or modify in a manner adverse to the Argos Parties (or publicly propose or resolve to withhold, purchase withdraw, qualify or similar transaction involving modify in a manner adverse to the acquisition of any assetsArgos Parties), properties the Summit Board Recommendation, or rights of any Company fail to include the Summit Board Recommendation in the Proxy Statement in accordance with Section 6.03, (B) other than with respect to a tender offer or exchange offer, within 10 Business Days of Cementos’s written request, fail to make or reaffirm the Summit Board Recommendation following the date any Summit Acquisition Proposal or any material modification thereto is first published or broadly sent or given to the stockholders of Summit; provided that Cementos shall be entitled to make such a written request for sales reaffirmation only once for each Summit Acquisition Proposal and for each material modification to such Summit Acquisition proposal, or (C) fail to recommend, in a Solicitation/Recommendation Statement on Schedule 14D-9, against any Summit Acquisition Proposal that is a tender offer or exchange offer subject to Regulation D promulgated under the 1934 Act within 10 Business Days after the commencement (within the meaning of inventory Rule 14d-2 under the 1934 Act) of such tender offer or exchange offer (any of the foregoing in the ordinary course consistent with past practice or as otherwise permitted by Section 7.4clauses (A) through (C), a “Summit Adverse Recommendation Change”) or of ----------- any capital stock or any other equity interest of any Company (an "Acquisition Transaction"), (b4) enter into any ----------------------- agreement in principle, letter of intent, term sheet, memorandum of understanding, arrangementmerger agreement, acquisition agreement, option agreement, share exchange agreement, joint venture agreement, other agreement or agreement other similar instrument providing for, or that would reasonably be expected to lead to, a Summit Acquisition Proposal; provided that so long as the Summit Board determines in principle good faith, after consultation with any Third Party relating its outside legal counsel, that the failure to any proposed or contemplated Acquisition Transactiontake such action would reasonably be expected to be inconsistent with the directors’ fiduciary duties under Applicable Law, (c)(i) furnish any information with respect to the business, activities, operations, assets, properties or liabilities of any Company foregoing shall not prohibit Summit or any of its subsidiaries to Subsidiaries from amending, modifying or granting any Third Party waiver or (ii) cooperate with release under any Third Party with respect to any proposed standstill, confidentiality or contemplated Acquisition Transaction similar agreement of Summit or (d) proceed or continue with any discussions or negotiations in respect of any of the foregoing which may be in progress as of the date of this Agreement. Parent agrees that it will immediately cease and cause to be terminated any existing activities, discussion or negotiations with any parties conducted heretofore with respect to any potential Acquisition Transaction, and shall notify Buyer by facsimile (and confirm receipt by telephone) within one business day following receipt by or awareness of any executive officer of Parent of any inquiry, proposal, offer or bid in respect of any Acquisition Transaction. Prior to the Closing, Parent shall request the destruction or return of all non-public, confidential or proprietary information concerning the Companies provided to any Third Party in connection with any potential Acquisition Transaction. On the Closing Date, Parent shall assign to Buyer all confidentiality agreements entered into with any Third Party in connection with any potential Acquisition Transaction since January 1, 2001its Subsidiaries.

No Shop. Until Except as otherwise expressly permitted by the remainder of this ‎Section 5.1, until the earlier to occur of the Closing Date or ------- valid termination of this Agreement pursuant to Article XII‎Article 7 and the Effective Time, Parent the Company shall not, and ----------- the Company shall cause the Companies its Subsidiaries and each of Parent's subsidiaries its and their respective Representatives not to, and shall cause their respective employees, officers, directors, affiliates, representatives and agents (including investment bankers, attorneys, accountants and other financial advisors directly or consultants) not toindirectly, (ai) make, solicit, assistinitiate or take any action to knowingly induce the making, initiatesubmission or announcement of, or in any way knowingly facilitate or encourage the submission of any inquiriesinquiry or proposal that constitutes, proposalsor would reasonably be expected to lead to, offers any Acquisition Proposal, (ii) enter into, participate or bids from engage in any Person discussions or group (other than Buyer) (eachnegotiations with, a "Third Party") ----------- furnish any material nonpublic information relating to a merger, reorganization, share exchange, consolidation, purchase or similar transaction involving the acquisition of any assets, properties or rights of any Company (other than for sales of inventory in the ordinary course consistent with past practice or as otherwise permitted by Section 7.4) or of ----------- any capital stock or any other equity interest of any Company (an "Acquisition Transaction"), (b) enter into any ----------------------- understanding, arrangement, agreement or agreement in principle with any Third Party relating to any proposed or contemplated Acquisition Transaction, (c)(i) furnish any information with respect to the business, activities, operations, assets, properties or liabilities of any Company or any of its subsidiaries Subsidiaries or knowingly afford access to the business, properties, assets, books or records, or to any personnel, of the Company or any of its Subsidiaries to, or otherwise knowingly cooperate with, any Third Party, in each case relating to an Acquisition Proposal by such Third Party or that would reasonably be expected to lead to an Acquisition Proposal, (iiiii) cooperate (A) withhold (or qualify or modify in a manner adverse to the Parent or the Purchaser), or publicly announce its intention to do the same, the Company Recommendation, or fail to include the Company Recommendation in the Company Proxy in accordance with any Third Party ‎Section 2.3, (B) other than with respect to a tender offer or exchange offer, within 5 Business Days of the Parent’s written request, fail to make or reaffirm the Company Recommendation following the date any proposed Acquisition Proposal or contemplated any material modification thereto is first published or broadly sent or given to the shareholders of the Company, (C) approve or recommend, or propose publicly to approve or recommend, any Acquisition Transaction Proposal, or (dD) proceed fail to recommend, in a Solicitation/Recommendation Statement on Schedule 14D-9, against any Acquisition Proposal that is a tender offer or continue with any discussions exchange offer subject to Regulation D promulgated under the 1934 Act within 10 Business Days after the commencement (within the meaning of Rule 14d-2 under the 1934 Act) of such tender offer or negotiations in respect of exchange offer (any of the foregoing which may in clauses (A) through (D), an “Adverse Recommendation Change”) or (iv) enter into any agreement in principle, letter of intent, term sheet, memorandum of understanding, merger agreement, acquisition agreement, option agreement, share exchange agreement, joint venture agreement, other agreement or other similar instrument providing for, or that would reasonably be in progress as of the date of this Agreementexpected to lead to, an Acquisition Proposal. Parent agrees that it will The Company shall, and shall cause its Subsidiaries and its and their Representatives to, cease immediately cease and cause to be terminated any and all existing activities, discussion discussions or negotiations with any parties Third Party and its Representatives conducted heretofore prior to the date hereof with respect to any potential Acquisition TransactionProposal. Within four Business Days after the date hereof, and the Company shall notify Buyer by facsimile (and confirm receipt by telephonei) within one business day following receipt by or awareness of any executive officer of Parent of any inquiry, proposal, offer or bid request in respect of any Acquisition Transaction. Prior to the Closing, Parent shall request the destruction or return of all non-public, confidential or proprietary information concerning the Companies provided to any Third Party writing that each Person that has heretofore executed a confidentiality agreement in connection with any its consideration of an Acquisition Proposal or potential Acquisition Transaction. On Proposal promptly destroy or return to the Closing Date, Parent shall assign Company all nonpublic information heretofore furnished by the Company or any of its Representatives to Buyer all such Person or any of its Representatives in accordance with the terms of such confidentiality agreements entered into with agreement and (ii) terminate access to any Third Party in connection with any potential physical or electronic data rooms relating to a possible Acquisition Transaction since January 1, 2001Proposal by such Person and its Representatives.

No Shop. (a) Until the earlier of the Closing Date or ------- termination of this Agreement pursuant to Article XIIand the Closing Date, Parent the Seller shall not, and ----------- shall cause the Companies and each of Parent's subsidiaries not to, and shall cause its Affiliates and its and their respective employees, officers, directors, affiliatesemployees, agents and representatives and agents (including investment bankers, attorneys, accountants and other financial advisors or consultants) not to, directly or indirectly, (ai) make, solicit, assist, initiatesolicit any inquiries or proposals, or in enter into any way facilitate discussions, negotiations, understandings, arrangements or encourage agreements, relating to the direct or indirect disposition, whether by sale, merger or otherwise, of all or any inquiries, proposals, offers or bids from material portion of the Business to any Person or group (other than Buyerthe Purchaser or its Affiliates (a “Prohibited Transaction”) or (eachii) knowingly disclose, a "Third Party") ----------- relating directly or indirectly, to a merger, reorganization, share exchange, consolidation, purchase or similar transaction involving any Person any confidential information concerning the acquisition of any assets, properties or rights of any Company (other than for sales of inventory Business except as necessary to conduct the business in the ordinary course consistent with past practice or as otherwise permitted by Section 7.4) or of ----------- any capital stock or any other equity interest of any Company (an "Acquisition Transaction"), (b) enter into any ----------------------- understanding, arrangement, agreement or agreement in principle with any Third Party relating to any proposed or contemplated Acquisition Transaction, (c)(i) furnish any information with respect to course. In the business, activities, operations, assets, properties or liabilities of any Company event that the Seller or any of its subsidiaries Affiliates receives an inquiry related to any Third Party or (ii) cooperate such a transaction, the Seller will provide the Purchaser with any Third Party with respect to any proposed or contemplated Acquisition Transaction or (d) proceed or continue with any discussions or negotiations in respect of any notice thereof as soon as practicable after receipt thereof, which notice shall include the identity of the foregoing which may be prospective purchaser or soliciting party and the material terms of the proposal or solicitation except to the extent that such disclosure by the Seller would violate or breach a binding non-disclosure agreement in progress as of effect prior to the date of this AgreementAgreement to which the Seller is a party. Parent agrees that it will immediately cease and cause to be terminated any existing activities, discussion or negotiations with any parties conducted heretofore with respect to any potential Acquisition Transaction, and shall notify Buyer by facsimile (and confirm receipt by telephone) within one business day following receipt by or awareness of any executive officer of Parent of any inquiry, proposal, offer or bid in respect of any Acquisition Transaction. Prior Notwithstanding anything to the Closingcontrary contained in this Section 4.6 or elsewhere in this Agreement, Parent shall request if the destruction or return Seller receives a bona fide written Takeover Proposal not solicited by the Seller in violation of all non-publicthis Section 4.6 and the Board of Directors of the Seller determines in good faith, confidential or proprietary after consulting with independent legal counsel of recognized standing, that the following actions are required to comply with its fiduciary duties under applicable law, then the Seller may, in response to such Takeover Proposal: (A) furnish information concerning the Companies Business to the Person making such Takeover Proposal (and to such Person’s representatives); and (B) participate in discussions and negotiations with such Person (and with such Person’s representatives) regarding such Takeover Proposal; provided that, in that circumstance, the Purchaser may provide to any Third Party the Person making such Takeover Proposal access to no more information regarding the Business and the Transferred Assets than that received by the Purchaser prior to execution of this Agreement and for a period of no more than twenty (20) Business Days, and/or engage in connection discussions with any potential Acquisition Transaction. On the Closing DatePerson making such Takeover Proposal and its representatives subject to the requirement that the Seller shall have first received an executed confidentiality agreement that is no more favorable to such person than the confidentiality agreement to which the Purchaser was subject prior to entering into this Agreement and, Parent in the case of a Person that is a party to an existing non-disclosure agreement with the Seller prohibiting the Seller from identifying such Person to the Purchaser, the Seller shall assign have received an executed amendment to Buyer all confidentiality agreements entered into with any Third Party such non-disclosure agreement authorizing the Seller to provide to the Purchaser the notice and information described in connection with any potential Acquisition Transaction since January 1, 2001the second sentence of this Section 4.6(a).

No Shop. Until the earlier of the Closing Date or ------- termination of this Agreement pursuant to Article XII, Parent shall (a) The Company and its Subsidiaries will not, and ----------- shall cause will not permit or authorize any officer, director, agent, financial advisor, attorney, accountant or other representative of the Companies and each of Parent's subsidiaries not Company or its Subsidiaries to, and shall cause their respective employees, officers, directors, affiliates, representatives and agents (including investment bankers, attorneys, accountants and other financial advisors directly or consultants) not to, (a) makeindirectly, solicit, assist, initiate, or in any way facilitate initiate or encourage any inquiries, proposals, submission of proposals or offers or bids from any Person relating to, or group (other than Buyer) (eachthat could reasonably be expected to lead to, a "Third Party") ----------- relating an Acquisition Transaction or participate in any negotiations or discussions regarding, or furnish to a merger, reorganization, share exchange, consolidation, purchase or similar transaction involving the acquisition of any assets, properties or rights of any Company (other than for sales of inventory in the ordinary course consistent with past practice or as otherwise permitted by Section 7.4) or of ----------- any capital stock or any other equity interest of any Company (an "Acquisition Transaction"), (b) enter into any ----------------------- understanding, arrangement, agreement or agreement in principle with any Third Party relating to any proposed or contemplated Acquisition Transaction, (c)(i) furnish Person any information with respect to, or otherwise cooperate in any way with, or assist or participate in, or facilitate, any effort or attempt by any other Person to do or seek an Acquisition Transaction or enter into any letter of intent, agreement in principle, acquisition agreement or other similar agreement with respect to an Acquisition Transaction (an "ACQUISITION AGREEMENT") or any agreement in principle, acquisition agreement or other similar agreement requiring it to abandon, terminate or fail to consummate the Offer, the Merger or any other transaction contemplated by this Agreement or to consummate an Acquisition Transaction; PROVIDED, HOWEVER, that, subject to compliance with Section 5.2(c), prior to the businessacceptance for payment of Shares by Purchaser pursuant to the Offer, activitiesthe Company may, operations, assets, properties or liabilities in response to a bona fide unsolicited proposal with respect to an Acquisition Transaction that was made in circumstances not otherwise involving a breach of any Company or any this Agreement and that the Board of Directors determines in its good faith judgment taking into account the advice of its subsidiaries financial advisor and outside counsel is or is reasonably likely to any Third Party lead to a Superior Proposal, furnish information to such third party pursuant to a customary confidentiality agreement and negotiate, explore or (ii) cooperate otherwise engage in substantive discussions with any Third Party such third party, in each case only if the Board of Directors determines, in its good faith judgment, taking into account the advice of outside legal counsel, that failing to take such action would breach the fiduciary duties of the Board of Directors to the Stockholders under applicable law. Nothing in this Agreement will prevent the Board of Directors from complying with Rules 14d-9 and 14e-2 promulgated under the Exchange Act with respect to any proposed or contemplated Acquisition Transaction or (d) proceed or continue with from making any discussions or negotiations required disclosure to the Company's Stockholders if, in respect of any the good faith judgment of the foregoing which may Company's Board of Directors, taking into account the advice of outside counsel, that such disclosure would be in progress as of the date of this Agreement. Parent agrees that it will immediately cease and cause to be terminated any existing activities, discussion or negotiations with any parties conducted heretofore with respect to any potential Acquisition Transaction, and shall notify Buyer by facsimile (and confirm receipt by telephone) within one business day following receipt by or awareness of any executive officer of Parent of any inquiry, proposal, offer or bid in respect of any Acquisition Transaction. Prior to the Closing, Parent shall request the destruction or return of all non-public, confidential or proprietary information concerning the Companies provided to any Third Party in connection with any potential Acquisition Transaction. On the Closing Date, Parent shall assign to Buyer all confidentiality agreements entered into with any Third Party in connection with any potential Acquisition Transaction since January 1, 2001required under applicable laws.

No Shop. Until During the earlier Interim Period, the Company shall not take, nor shall it permit any of the Closing Date its Affiliates or ------- termination of this Agreement pursuant Representatives to Article XIItake, Parent shall notany action to solicit, and ----------- shall cause the Companies and each of Parent's subsidiaries not initiate or engage in discussions or negotiations with, or enter into any agreement with, or encourage, or provide information to, and shall cause their respective employees, officers, directors, affiliates, representatives and agents (including investment bankers, attorneys, accountants and other financial advisors or consultants) not to, (a) make, solicit, assist, initiate, or in any way facilitate or encourage any inquiries, proposals, offers or bids from any Person or group (other than BuyerAcquiror, Merger Sub and/or any of their Affiliates) (each, a "Third Party") ----------- relating to a merger, reorganization, share exchange, consolidation, concerning any purchase or similar transaction involving the acquisition of any assets, properties of the Company’s equity securities or rights the issuance and sale of any securities of, or membership interests in, the Company or its Subsidiaries (other than for sales any purchases of inventory equity securities by the Company from employees of the Company or its Subsidiaries) or any merger or sale of substantial assets involving the Company or its Subsidiaries, other than immaterial assets or assets sold in the ordinary course consistent with past practice or as otherwise permitted by Section 7.4) or of ----------- any capital stock or any other equity interest of any Company business (each such acquisition transaction, an "“Acquisition Transaction"”); provided, (b) enter into any ----------------------- understandinghowever, arrangement, agreement or agreement in principle with any Third Party relating that Acquiror and Merger Sub hereby acknowledge that prior to any proposed or contemplated Acquisition Transaction, (c)(i) furnish any information with respect to the business, activities, operations, assets, properties or liabilities of any Company or any of its subsidiaries to any Third Party or (ii) cooperate with any Third Party with respect to any proposed or contemplated Acquisition Transaction or (d) proceed or continue with any discussions or negotiations in respect of any of the foregoing which may be in progress as of the date of this Agreement. Parent agrees that it will immediately cease , the Company has provided information relating to the Company and cause to be terminated any existing activities, discussion or negotiations with any parties conducted heretofore with respect to any potential Acquisition Transactionits Subsidiaries and has afforded access to, and shall notify Buyer by facsimile (and confirm receipt by telephone) within one business day following receipt by or awareness of any executive officer of Parent of any inquiryengaged in discussions with, proposal, offer or bid in respect of any Acquisition Transaction. Prior to the Closing, Parent shall request the destruction or return of all non-public, confidential or proprietary information concerning the Companies provided to any Third Party other Persons in connection with any potential Acquisition Transaction. On the Closing Date, Parent shall assign to Buyer all confidentiality agreements entered into with any Third Party in connection with any potential a proposed Acquisition Transaction since January 1and that such information, 2001access and discussions could reasonably enable another Person to form a basis for a proposal to engage in an Acquisition Transaction without any breach by the Company of this Section 6.6; provided, further, however, that the foregoing acknowledgement shall not in any way diminish the obligations of the Company, its Affiliates and Representatives pursuant to this sentence and, for the avoidance of doubt, the Company shall not enter into any further discussions or negotiations or provide any further information in respect of, or enter into any agreement or arrangement with respect to, any such proposal. Notwithstanding the foregoing, the Company may respond to any unsolicited proposal regarding an Acquisition Transaction by indicating only that the Company is subject to an exclusivity agreement and is unable to provide any information related to the Company and its Subsidiaries or entertain any proposals or offers or engage in any negotiations or discussions concerning an Acquisition Transaction for as long as that exclusivity agreement remains in effect and, in such event, the Company shall notify Acquiror of such facts and circumstances, including the name of the Person submitting such unsolicited proposal.

No Shop. Until Except as otherwise expressly permitted by the remainder of this ‎Section 6.04, until the earlier to occur of the Closing Date or ------- valid termination of this Agreement pursuant to Article XII‎‎Article 10 and the Effective Time, Parent the Company shall not, and ----------- shall cause the Companies its Subsidiaries not to and each of Parent's subsidiaries shall use reasonable best efforts to cause its and their respective Representatives not to, and shall cause their respective employees, officers, directors, affiliates, representatives and agents (including investment bankers, attorneys, accountants and other financial advisors directly or consultants) not toindirectly, (ai) make, solicit, assistinitiate or take any action to knowingly induce the making, initiatesubmission or announcement of, or in any way knowingly facilitate or encourage the submission of any inquiriesinquiry or proposal that constitutes, proposalsor would reasonably be expected to lead to, offers any Acquisition Proposal, (ii) enter into, participate or bids from engage in any Person discussions or group (other than Buyer) (eachnegotiations with, a "Third Party") ----------- furnish any material nonpublic information relating to a merger, reorganization, share exchange, consolidation, purchase or similar transaction involving the acquisition of any assets, properties or rights of any Company (other than for sales of inventory in the ordinary course consistent with past practice or as otherwise permitted by Section 7.4) or of ----------- any capital stock or any other equity interest of any Company (an "Acquisition Transaction"), (b) enter into any ----------------------- understanding, arrangement, agreement or agreement in principle with any Third Party relating to any proposed or contemplated Acquisition Transaction, (c)(i) furnish any information with respect to the business, activities, operations, assets, properties or liabilities of any Company or any of its subsidiaries Subsidiaries or knowingly afford access to the business, properties, assets, books or records, or to any personnel, of the Company or any of its Subsidiaries to, or otherwise knowingly cooperate with, any Third Party, in each case relating to an Acquisition Proposal by such Third Party or that would reasonably be expected to lead to an Acquisition Proposal, (iiiii) cooperate (A) withhold (or qualify or modify in a manner adverse to Parent or Merger Sub), or publicly announce its intention to do the same, the Company Recommendation, or fail to include the Company Recommendation in the Proxy Statement in accordance with any Third Party ‎Section 6.02, (B) other than with respect to a tender offer or exchange offer, within 10 Business Days of Parent’s written request, fail to make or reaffirm the Company Recommendation following the date any proposed Acquisition Proposal or contemplated any material modification thereto is first published or broadly sent or given to the stockholders of the Company (provided that Parent shall be entitled to make such a written request for reaffirmation only once for each Acquisition Transaction Proposal and for each material modification to such Acquisition Proposal) or (dC) proceed fail to recommend, in a Solicitation/‌ Recommendation Statement on Schedule 14D-9, against any Acquisition Proposal that is a tender offer or continue with any discussions exchange offer subject to Regulation D promulgated under the 1934 Act within 10 Business Days after the commencement (within the meaning of Rule 14d-2 under the 1934 Act) of such tender offer or negotiations in respect of exchange offer (any of the foregoing which may in clauses (A) through (C), an “Adverse Recommendation Change”) or (iv) enter into any agreement in principle, letter of intent, term sheet, memorandum of understanding, merger agreement, acquisition agreement, option agreement, share exchange agreement, joint venture agreement, other agreement or other similar instrument providing for, or that would reasonably be in progress as of the date of this Agreementexpected to lead to, an Acquisition Proposal. Parent agrees that it will The Company shall, and shall cause its Subsidiaries and its and their Representatives to, cease immediately cease and cause to be terminated any and all existing activities, discussion discussions or negotiations with any parties third party and its Representatives conducted heretofore prior to the date hereof with respect to any potential Acquisition TransactionProposal. Within four Business Days after the date hereof, and the Company shall notify Buyer by facsimile (and confirm receipt by telephonei) within one business day following receipt by or awareness of any executive officer of Parent of any inquiry, proposal, offer or bid request in respect of any Acquisition Transaction. Prior to the Closing, Parent shall request the destruction or return of all non-public, confidential or proprietary information concerning the Companies provided to any Third Party writing that each Person that has heretofore executed a confidentiality agreement in connection with any its consideration of an Acquisition Proposal or potential Acquisition Transaction. On Proposal promptly destroy or return to the Closing Date, Parent shall assign Company all nonpublic information heretofore furnished by the Company or any of its Representatives to Buyer all such person or any of its Representatives in accordance with the terms of such confidentiality agreements entered into with agreement and (ii) terminate access to any Third Party in connection with any potential physical or electronic data rooms relating to a possible Acquisition Transaction since January 1, 2001Proposal by such Person and its Representatives.

No Shop. Until Except as otherwise expressly permitted by the earlier remainder of this ‎‎Section 6.03, until the earliest to occur of the Closing Date or ------- termination of this Agreement pursuant to Article XIIin accordance with the terms of ‎‎Article 11 and the Effective Time, Parent Uniti shall not, not and ----------- shall cause the Companies and each of Parent's subsidiaries its Subsidiaries not to, and shall cause instruct its and their respective employees, officers, directors, affiliates, representatives and agents (including investment bankers, attorneys, accountants and other financial advisors or consultants) Representatives not to, directly or indirectly, (ai) makeinitiate, solicit, propose or take any action to knowingly assist, initiate, or in any way facilitate or encourage (including by way of furnishing information) the submission of any inquiriesinquiry or proposal that constitutes, proposalsor would reasonably be expected to lead to, offers an Acquisition Proposal, (ii) enter into or bids from knowingly participate in any Person substantive discussions with or group negotiations with, furnish any material nonpublic information relating to Uniti or any of its Subsidiaries, or afford access to the business, properties, assets, books or records of Uniti or any of its Subsidiaries to, or otherwise knowingly cooperate with, any Third Party, in connection with any Acquisition Proposal, (iii) (A) withdraw or withhold (or qualify or modify in a manner adverse to Windstream), or publicly announce its intention to do the same, the Uniti Board Recommendation, or fail to include the Uniti Board Recommendation in the Proxy Statement in accordance with ‎Section 6.02, (B) other than Buyer) (each, a "Third Party") ----------- relating with respect to a mergertender offer or exchange offer that is the subject of the following clause (C), reorganizationwithin 10 Business Days of Windstream’s written request, share exchange, consolidation, purchase fail to publicly make or similar transaction involving reaffirm the acquisition of Uniti Board Recommendation following the date any assets, properties or rights of any Company (other than for sales of inventory in the ordinary course consistent with past practice or as otherwise permitted by Section 7.4) or of ----------- any capital stock Acquisition Proposal or any other equity interest material modification thereto is first published or broadly sent or given to the stockholders of Uniti (provided that Windstream shall be entitled to make such a written request for reaffirmation only once for each Acquisition Proposal and for each material modification to such Acquisition Proposal), or (C) fail to recommend, in a Solicitation/Recommendation Statement on Schedule 14D-9, against any Company Acquisition Proposal that is a tender offer or exchange offer subject to Regulation D promulgated under the 1934 Act within 10 Business Days after the commencement (within the meaning of Rule 14d-2 under the 1934 Act) of such tender offer or exchange offer (any of the foregoing in clauses (A) through (C), an "Acquisition Transaction"“Adverse Recommendation Change”), (biv) enter into any ----------------------- understandingan amendment, arrangementgrant any waiver or release or terminate any provision under any standstill, agreement confidentiality or agreement in principle with any Third Party relating to any proposed or contemplated Acquisition Transaction, (c)(i) furnish any information with respect to other similar agreement; provided that the business, activities, operations, assets, properties or liabilities of any Company foregoing shall not prohibit Uniti or any of its subsidiaries Subsidiaries from amending, modifying or granting any waiver or release under any standstill, confidentiality or similar agreement of Uniti or any of its Subsidiaries, in each case, if the Uniti Board determines, in good faith, after consultation with its financial advisors and outside legal counsel, that, based on the information then available, the failure to do so would reasonably be expected to be inconsistent with the standard of conduct of the members of the Uniti Board under Applicable Law, (v) enter into any Third Party agreement in principle, letter of intent, memorandum of understanding, acquisition agreement or other Contract providing for or relating to an Acquisition Proposal other than an Acceptable Confidentiality Agreement (ii) cooperate with any Third Party with respect to any proposed or contemplated Acquisition Transaction or (d) proceed or continue with any discussions or negotiations in respect of any of the foregoing which may be in progress as foregoing, an “Alternative Acquisition Agreement”), or (vi) resolve, authorize, propose or agree to do any of the foregoing. Promptly after the date of this Agreement. Parent agrees that it will immediately hereof, Uniti shall, and shall cause its Subsidiaries to, and shall instruct its Representatives to (1) cease and cause to be terminated any existing activitiessolicitations, discussion discussions or negotiations with any parties conducted heretofore with respect to any potential Acquisition Transaction, and shall notify Buyer by facsimile (and confirm receipt by telephone) within one business day following receipt by or awareness of any executive officer of Parent of any inquiry, proposal, offer or bid in respect of any Acquisition Transaction. Prior to the Closing, Parent shall request the destruction or return of all non-public, confidential or proprietary information concerning the Companies provided to any Third Party other Person in connection with any potential an Acquisition Transaction. On the Closing DateProposal (other than Windstream and its Affiliates), Parent shall assign to Buyer all (2) request in writing that each Person that has heretofore executed a confidentiality agreements entered into with any Third Party agreement in connection with any its consideration of an Acquisition Proposal or potential Acquisition Transaction since January 1Proposal promptly destroy or return to Uniti all nonpublic information heretofore furnished by or on behalf of Uniti, 2001its Subsidiaries or any of its or their respective Representatives to such person or any of its Representatives in accordance with the terms of such confidentiality agreement and (3) terminate access to any physical or electronic data rooms previously granted to such Persons in each case previously provided or granted in connection with a possible Acquisition Proposal.

No Shop. Until During the earlier period from the Effective Date though the date of the final Closing Date or ------- the termination of this Agreement pursuant to Article XIIin accordance with its terms, Parent the Seller shall not, and ----------- Seller shall cause the Companies and each not permit any of Parent's subsidiaries not its affiliates, directors, officers or employees to, and Seller shall use commercially reasonable efforts to cause their respective employeesits other representatives or agents (together with directors, officers, directorsand employees, affiliates, representatives and agents (including investment bankers, attorneys, accountants and other financial advisors or consultantsthe "Seller Representatives") not to, directly or indirectly, (ai) makediscuss, solicitencourage, assistnegotiate, undertake, initiate, authorize, recommend, propose or in enter into, whether as the proposed surviving, merged, acquiring or acquired corporation or otherwise, any way facilitate transaction involving a merger, consolidation, business combination, recapitalization, purchase or encourage disposition of any inquiries, proposals, offers material amount of the assets of the Seller or bids from any Person material amount of the capital stock or group other ownership interests of Seller (other than Buyerin connection with this Agreement, the SPA and the Other Private Placements) (each, a "Third Party") ----------- relating to a merger, reorganization, share exchange, consolidation, purchase or similar transaction involving the acquisition of any assets, properties or rights of any Company (other than for sales of inventory in the ordinary course consistent with past practice or as otherwise permitted by Section 7.4) or of ----------- any capital stock or any other equity interest of any Company (an "Acquisition Transaction"), (bii) discuss, encourage, negotiate, undertake, initiate, authorize, recommend, propose or enter into into, any ----------------------- understandingtransaction pursuant to which the Seller would sell or otherwise transfer any part of the Offered Assets (a "Bulk Sale"); (iii) facilitate, arrangementencourage, agreement solicit or agreement initiate discussions, negotiations or submissions of proposals or offers in principle with any Third Party relating respect of an Acquisition Transaction or Bulk Sale, (iv) furnish or cause to be furnished, to any proposed or contemplated Acquisition TransactionPerson, (c)(i) furnish any information with respect to concerning the business, activities, operations, assets, properties or liabilities assets of Seller in connection with an Acquisition Transaction or Bulk Sale, or (v) otherwise cooperate in any Company way with, or assist or participate in, facilitate or encourage, any effort or attempt by any other Person to do or seek any of the foregoing. Seller shall notify Purchaser orally and in writing promptly (but in no event later than one (1) Business Day) after receipt by Seller or any of its subsidiaries the Seller Representatives of any proposal or offer from any Person other than Purchaser or an Affiliate of Purchaser to any Third Party or (ii) cooperate with any Third Party with respect to any proposed or contemplated effect an Acquisition Transaction or (d) proceed Bulk Sale or continue with any discussions request for non-public information relating to Seller or negotiations in respect of any of the foregoing which may be in progress as of the date of this Agreement. Parent agrees that it will immediately cease and cause to be terminated any existing activities, discussion or negotiations with any parties conducted heretofore with respect to any potential Acquisition Transaction, and shall notify Buyer by facsimile (and confirm receipt by telephone) within one business day following receipt by or awareness of any executive officer of Parent of any inquiry, proposal, offer or bid in respect of any Acquisition Transaction. Prior for access to the Closingproperties, Parent shall request the destruction books or return records of all non-public, confidential Seller by any Person other than Purchaser or proprietary information concerning the Companies provided to any Third Party an Affiliate of Purchaser in connection with any potential Acquisition Transaction. On the Closing Date, Parent shall assign to Buyer all confidentiality agreements entered into with any Third Party in connection with any potential an Acquisition Transaction since January 1or Bulk Sale. For the avoidance of doubt, 2001nothing in this Section 3.7 shall prevent Seller or any of Seller's Affiliate banks from selling any Non-performing Asset after the final Closing undertaken pursuant to Sections 2.1 through 2.3 hereof, provided that Seller complies with Section 2.9 hereof.

No Shop. Until Except as otherwise expressly permitted by the remainder of this Section 6.04, until the earlier to occur of the Closing Date or ------- termination of this Agreement pursuant to Article XII10 and the Effective Time, Parent the Company shall not, and ----------- shall cause the Companies its Subsidiaries not to and each of Parent's subsidiaries shall use reasonable best efforts to cause its and their respective directors, officers and employees, and shall direct its and their other Representatives, not to, and shall cause their respective employeesdirectly or indirectly, officers(i) solicit, directorsinitiate or take any action to knowingly facilitate or encourage the submission of any inquiry or proposal that constitutes, affiliates, representatives and agents (including investment bankers, attorneys, accountants and other financial advisors or consultants) not would reasonably be expected to lead to, any Acquisition Proposal, (aii) make, solicit, assist, initiate, facilitate, engage, enter into or participate in any way facilitate discussions or encourage negotiations with, furnish any inquiries, proposals, offers or bids from any Person or group (other than Buyer) (each, a "Third Party") ----------- nonpublic information relating to a merger, reorganization, share exchange, consolidation, purchase or similar transaction involving the acquisition of any assets, properties or rights of any Company (other than for sales of inventory in the ordinary course consistent with past practice or as otherwise permitted by Section 7.4) or of ----------- any capital stock or any other equity interest of any Company (an "Acquisition Transaction"), (b) enter into any ----------------------- understanding, arrangement, agreement or agreement in principle with any Third Party relating to any proposed or contemplated Acquisition Transaction, (c)(i) furnish any information with respect to the business, activities, operations, assets, properties or liabilities of any Company or any of its subsidiaries Subsidiaries or afford access to the business, properties, assets, books or records, or to any personnel, of the Company or any of its Subsidiaries to, or otherwise knowingly cooperate with, any Third Party Party, in each case relating to an Acquisition Proposal or any inquiry or proposal that constitutes, or would reasonably be expected to lead to, any Acquisition Proposal by such Third Party, (iii) (A) fail to make, withdraw, withhold, qualify or modify or propose publicly to withdraw, withhold, qualify or modify, the Company Recommendation, or fail to include the Company Recommendation in the Proxy Statement in accordance with Section 6.02 or (iiB) cooperate authorize, adopt, approve, recommend or otherwise declare advisable, or propose publicly to authorize, adopt, approve, recommend or otherwise declare advisable, any Acquisition Proposal or any proposal that would reasonably be expected to lead to any Acquisition Proposal, (C) fail to publicly recommend against any publicly disclosed Acquisition Proposal (other than a tender offer or exchange offer) within ten (10) Business Days after Parent so requests in writing or (D) take any public position in connection with any Third Party with respect to any proposed Acquisition Proposal that is a tender offer or exchange offer within 10 Business Days after the commencement thereof other than a recommendation against such offer or a “stop, look and listen” communication by the Board of Directors of the type contemplated Acquisition Transaction by Rule 14d-9(f) under the 1934 Act in which the Board of Directors or the Company indicates that the Board of Directors has not changed the Company Recommendation (d) proceed or continue with any discussions or negotiations in respect of any of the foregoing which may in clauses (A) to (D), an “Adverse Recommendation Change”), (iv) enter into any agreement in principle, letter of intent, term sheet, memorandum of understanding, merger agreement, acquisition agreement, option agreement, share exchange agreement, joint venture agreement, other agreement or other similar instrument providing for, or that would reasonably be in progress as expected to lead to, an Acquisition Proposal or (v) otherwise resolve or agree to do any of the date foregoing; provided that the foregoing shall not prohibit the Company or any of this Agreement. Parent agrees its Subsidiaries from amending, modifying or granting any waiver or release under any standstill, confidentiality or similar agreement of the Company or any of its Subsidiaries, in each case, solely to the extent the Board of Directors determines, in consultation with its outside legal counsel, that it will immediately cease and cause the failure to do so would be reasonably likely to be terminated any existing activities, discussion or negotiations inconsistent with any parties conducted heretofore with respect to any potential Acquisition Transaction, and shall notify Buyer by facsimile (and confirm receipt by telephone) within one business day following receipt by or awareness of any executive officer of Parent of any inquiry, proposal, offer or bid in respect of any Acquisition Transaction. Prior to the Closing, Parent shall request the destruction or return of all non-public, confidential or proprietary information concerning the Companies provided to any Third Party in connection with any potential Acquisition Transaction. On the Closing Date, Parent shall assign to Buyer all confidentiality agreements entered into with any Third Party in connection with any potential Acquisition Transaction since January 1, 2001its fiduciary duties under Applicable Law.

No Shop. Until Except as otherwise expressly permitted by the remainder of this Section 6.04, until the earlier to occur of the Closing Date or ------- valid termination of this Agreement pursuant to Article XII10 and the Effective Time, Parent the Company shall not, and ----------- shall cause the Companies its Subsidiaries not to and each of Parent's subsidiaries shall use reasonable best efforts to cause its and their respective Representatives not to, and shall cause their respective employees, officers, directors, affiliates, representatives and agents (including investment bankers, attorneys, accountants and other financial advisors directly or consultants) not toindirectly, (ai) make, solicit, assistinitiate or take any action to knowingly induce the making, initiatesubmission or announcement of, or in any way knowingly facilitate or encourage the submission of any inquiriesinquiry or proposal that constitutes, proposalsor would reasonably be expected to lead to, offers any Acquisition Proposal, (ii) enter into, participate or bids from engage in any Person discussions or group (other than Buyer) (eachnegotiations with, a "Third Party") ----------- furnish any material nonpublic information relating to a merger, reorganization, share exchange, consolidation, purchase or similar transaction involving the acquisition of any assets, properties or rights of any Company (other than for sales of inventory in the ordinary course consistent with past practice or as otherwise permitted by Section 7.4) or of ----------- any capital stock or any other equity interest of any Company (an "Acquisition Transaction"), (b) enter into any ----------------------- understanding, arrangement, agreement or agreement in principle with any Third Party relating to any proposed or contemplated Acquisition Transaction, (c)(i) furnish any information with respect to the business, activities, operations, assets, properties or liabilities of any Company or any of its subsidiaries Subsidiaries or knowingly afford access to the business, properties, assets, books or records, or to any personnel, of the Company or any of its Subsidiaries to, or otherwise knowingly cooperate with, any Third Party, in each case relating to an Acquisition Proposal by such Third Party or that would reasonably be expected to lead to an Acquisition Proposal, (iiiii) cooperate (A) withhold (or qualify or modify in a manner adverse to Parent or Merger Sub), or publicly announce its intention to do the same, the Company Recommendation, or fail to include the Company Recommendation in the Proxy Statement in accordance with any Third Party Section 6.02, (B) other than with respect to a tender offer or exchange offer, within 10 Business Days of Parent’s written request, fail to make or reaffirm the Company Recommendation following the date any proposed Acquisition Proposal or contemplated any material modification thereto is first published or broadly sent or given to the stockholders of the Company (provided that Parent shall be entitled to make such a written request for reaffirmation only once for each Acquisition Transaction Proposal and for each material modification to such Acquisition Proposal) or (dC) proceed fail to recommend, in a Solicitation/Recommendation Statement on Schedule 14D-9, against any Acquisition Proposal that is a tender offer or continue with any discussions exchange offer subject to Regulation D promulgated under the 1934 Act within 10 Business Days after the commencement (within the meaning of Rule 14d-2 under the 1934 Act) of such tender offer or negotiations in respect of exchange offer (any of the foregoing which may in clauses (A) through (C), an “Adverse Recommendation Change”) or (iv) enter into any agreement in principle, letter of intent, term sheet, memorandum of understanding, merger agreement, acquisition agreement, option agreement, share exchange agreement, joint venture agreement, other agreement or other similar instrument providing for, or that would reasonably be in progress as of the date of this Agreementexpected to lead to, an Acquisition Proposal. Parent agrees that it will The Company shall, and shall cause its Subsidiaries and its and their Representatives to, cease immediately cease and cause to be terminated any and all existing activities, discussion discussions or negotiations with any parties third party and its Representatives conducted heretofore prior to the date hereof with respect to any potential Acquisition TransactionProposal. Within four Business Days after the date hereof, and the Company shall notify Buyer by facsimile (and confirm receipt by telephonei) within one business day following receipt by or awareness of any executive officer of Parent of any inquiry, proposal, offer or bid request in respect of any Acquisition Transaction. Prior to the Closing, Parent shall request the destruction or return of all non-public, confidential or proprietary information concerning the Companies provided to any Third Party writing that each Person that has heretofore executed a confidentiality agreement in connection with any its consideration of an Acquisition Proposal or potential Acquisition Transaction. On Proposal promptly destroy or return to the Closing Date, Parent shall assign Company all nonpublic information heretofore furnished by the Company or any of its Representatives to Buyer all such person or any of its Representatives in accordance with the terms of such confidentiality agreements entered into with agreement and (ii) terminate access to any Third Party in connection with any potential physical or electronic data rooms relating to a possible Acquisition Transaction since January 1, 2001Proposal by such Person and its Representatives.

No Shop. Until (a) During the earlier period from the date of this Agreement until the Closing Date or ------- earliest of (i) the termination of this Agreement pursuant to Article XIIand (ii) the Closing Date, neither Parent shall notnor Existing Sub shall, and ----------- shall cause the Companies and each directly or indirectly, or authorize or permit any of Parent's subsidiaries not to, and shall cause their respective employees, officers, directors, affiliates, Affiliates or representatives and agents (including investment bankers, attorneys, accountants and other financial advisors or consultants) not to, (ai) make, solicit, assist, initiate, encourage or induce the making, submission or announcement of any Acquisition Proposal or take any action that could reasonably be expected to lead to an Acquisition Proposal, (ii) furnish any information regarding the Business, Existing Sub, the Contributed Asset or the Assumed Liabilities to any Person in connection with or in any way facilitate response to an Acquisition Proposal, (iii) engage in discussions or encourage any inquiries, proposals, offers or bids from negotiations with any Person or group (other than Buyer) (each, a "Third Party") ----------- relating with respect to a merger, reorganization, share exchange, consolidation, purchase or similar transaction involving the acquisition of any assets, properties or rights of any Company (other than for sales of inventory in the ordinary course consistent with past practice or as otherwise permitted by Section 7.4) or of ----------- any capital stock or any other equity interest of any Company (an "Acquisition Transaction")Proposal, (biv) approve or endorse or recommend any Acquisition Proposal or (v) enter into any ----------------------- understanding, arrangement, agreement letter of intent or similar document or any contract or agreement in principle with any Third Party contemplating or otherwise relating to any proposed or contemplated Acquisition Transaction, provided, however, that (c)(iA) furnish any information nothing contained in this Agreement shall prevent Parent's Board of Directors from disclosing to Parent's shareholders a position with respect to a tender offer pursuant to Rules 14d-9 and 14e-2 promulgated under the businessSecurities Exchange Act of 1934, activitiesas amended, operationsand (B) prior to the adoption and approval of this Agreement, assetsthe Ancillary Documents and the transactions contemplated herein and therein by Parent's shareholders, properties Parent shall not be prohibited by this Section 7.5 from (x) providing nonpublic information regarding the Business, Existing Sub, the Contributed Assets and the Assumed Liabilities to any Person in response to an Acquisition Proposal that is submitted by such Person (and not withdrawn), or liabilities of (y) entering into discussions with any Company or Person in response to a Superior Offer that is submitted by such Person (and not withdrawn) if, in either such case: (1) neither Parent, Existing Sub nor any of their Affiliates or representatives shall have violated any of the restrictions set forth in Section 7.5(a), (2) Parent's Board of Directors believes in good faith, based upon the advice of its subsidiaries outside legal counsel, that such action is required in order for Parent's Board of Directors to comply with its fiduciary obligations under applicable law, and (3) prior to furnishing any Third Party such nonpublic information to, or (ii) cooperate with entering into discussions with, such Person, Parent gives Buyers written notice of the identity of such Person and of Parent's intention to furnish nonpublic information to, or enter into discussions with, such Person, and Parent receives from such Person an executed confidentiality agreement reasonably satisfactory to Buyers. Without limiting the generality of the foregoing, Parent acknowledges and agrees that any Third Party with respect to any proposed or contemplated Acquisition Transaction or (d) proceed or continue with any discussions or negotiations in respect violation of any of the foregoing which may restrictions set forth in the preceding sentence by Existing Sub, any Affiliate or representative of Parent or Existing Sub, whether or not such Affiliate or representative purports to act on behalf of Parent or Existing Sub, shall be in progress as of the date deemed to constitute a breach of this Agreement. Parent agrees that it will immediately cease and cause to be terminated any existing activities, discussion or negotiations with any parties conducted heretofore with respect to any potential Acquisition Transaction, and shall notify Buyer Section 7.5 by facsimile (and confirm receipt by telephone) within one business day following receipt by or awareness of any executive officer of Parent of any inquiry, proposal, offer or bid in respect of any Acquisition Transaction. Prior to the Closing, Parent shall request the destruction or return of all non-public, confidential or proprietary information concerning the Companies provided to any Third Party in connection with any potential Acquisition Transaction. On the Closing Date, Parent shall assign to Buyer all confidentiality agreements entered into with any Third Party in connection with any potential Acquisition Transaction since January 1, 2001Parent.

No Shop. Until During the earlier of Interim Period, PAQC, on the Closing Date one hand, or ------- termination of this Agreement pursuant to Article XIIthe Company and its Subsidiaries, Parent shall noton the other hand, and ----------- shall cause the Companies and each of Parent's subsidiaries not will, nor will they direct, authorize or permit their respective Representatives to, and shall cause their respective employees, officers, directors, affiliates, representatives and agents (including investment bankers, attorneys, accountants and other financial advisors directly or consultants) not to, indirectly (a) make, take any action to solicit, assist, initiateinitiate or engage in discussions or negotiations with, or in enter into any way facilitate or encourage any inquiriesbinding agreement with, proposals, offers or bids from any Person concerning, or group (other than Buyer) (eachwhich would reasonably be expected to lead to, a "Third Party") ----------- relating to a merger, reorganization, share exchange, consolidation, purchase or similar transaction involving the acquisition of any assets, properties or rights of any Company (other than for sales of inventory in the ordinary course consistent with past practice or as otherwise permitted by Section 7.4) or of ----------- any capital stock or any other equity interest of any Company (an "Acquisition Transaction"), (b) enter into in the case of PAQC, fail to include the PAQC Board Recommendation in (or remove the PAQC Board Recommendation from) the Registration Statement, or (c) withhold, withdraw, qualify, amend or modify (or publicly propose or announce any ----------------------- understandingintention or desire to withhold, arrangementwithdraw, agreement qualify, amend or agreement modify), in principle a manner adverse to the other Party, the approval of such Party’s governing body of this Agreement and/or any of the Transactions, or, in the case of PAQC, the PAQC Board Recommendation, unless, in the case of clauses (b) and (c), the applicable party (the “Party Making Change”) determines, in good faith, after consultation with any Third its outside legal counsel, that the failure to take, or taking of, such action would constitute a breach by the directors of the Party relating Making Change of their fiduciary duties under Applicable Law; provided, however, the Party Making Change will not be entitled to any proposed take such actions under clauses (b) or contemplated (c) (“Change in No Shop”) unless (i) the Party Making Change has provided at least five (5) Business Days’ prior written notice (“Change in No Shop Notice”) to the other party (the “Party Receiving Change”) advising that the Party Making Change proposes a Change in No Shop and which notice contains the material facts underlying the Party Making Change’s determination of such Change in No Shop, (ii) during such five (5) Business Day period following the Party Receiving Change’s receipt of a Change in No Shop Notice, the Party Making Change has engaged in good faith negotiations with the Party Receiving Change and its Representatives (to the extent that the Party Receiving Change desires to so negotiate) to make such adjustments (which adjustments, to the extent accepted by the Party Making Change, would be binding on the Party Receiving Change) in the terms and conditions of this Agreement so as to obviate the need for such Change in No Shop and (iii) following expiration of such five (5) Business Day period, the Party Making Change reaffirms in good faith, after consultation with its outside legal counsel, that the failure to make a Change in No Shop would constitute a breach by the directors of the Party Making Change of their fiduciary duties under Applicable Law. Promptly upon receipt of an unsolicited proposal regarding an Acquisition Transaction, (c)(i) furnish PAQC and each of the Company and the Acquisition Entities shall notify the other party thereof, which notice shall include a written summary of the material terms of such unsolicited proposal. Notwithstanding the foregoing, the Parties may respond to any unsolicited proposal regarding an Acquisition Transaction only by indicating that such Party has entered into a binding definitive agreement with respect to a business combination and is unable to provide any information related to such Party or any of its Subsidiaries or entertain any proposals or offers or engage in any negotiations or discussions concerning an Acquisition Transaction. For the purposes hereof, “Acquisition Transaction” means, (i) with respect to the businessCompany, activitiesany merger, operationsconsolidation, assetsliquidation, recapitalization, share exchange or other business combination transaction (other than the Transactions and transactions with customers in the Ordinary Course of Business), in each case, involving the sale, lease, exchange or other disposition of properties or liabilities assets or Equity Securities of any the Company or any of its subsidiaries to any Third Party or the Company’s Subsidiaries and (ii) cooperate with any Third Party with respect to PAQC, any proposed transaction (other than the Transactions) involving, directly or contemplated Acquisition Transaction indirectly, any merger or consolidation with or acquisition of, purchase of assets or equity of, consolidation or similar business combination with or other transaction that would constitute a Business Combination with or involving PAQC (d) proceed or continue with any discussions Affiliate or negotiations in respect Subsidiary of any of PAQC), on the foregoing which may be in progress as of the date of this Agreement. Parent agrees that it will immediately cease and cause to be terminated any existing activities, discussion or negotiations with any parties conducted heretofore with respect to any potential Acquisition Transactionone hand, and shall notify Buyer by facsimile (and confirm receipt by telephone) within one business day following receipt by any party other than the Company or awareness of any executive officer of Parent of any inquirythe Company Shareholders, proposal, offer or bid in respect of any Acquisition Transaction. Prior to on the Closing, Parent shall request the destruction or return of all non-public, confidential or proprietary information concerning the Companies provided to any Third Party in connection with any potential Acquisition Transaction. On the Closing Date, Parent shall assign to Buyer all confidentiality agreements entered into with any Third Party in connection with any potential Acquisition Transaction since January 1, 2001other hand.

No Shop. Until (a) Other than in connection with (i) the earlier exercise (if any) of the Closing Date or ------- termination drag along right contained in the Company Shareholders Agreements and (ii) the call option rights contained in the call option agreements (promesses de vente) entered into prior to the date of this Agreement pursuant to Article XIIbetween certain Selling Stockholders, Parent as described in Section 2.8(b)(1) of the Company Disclosure Schedule (the “Call Option Agreements”), the Selling Stockholders shall not, and ----------- the Selling Stockholders other than SGAM AI shall cause the Companies Company, its Subsidiaries, all of its and each of Parent's subsidiaries not to, and shall cause their respective employeesAffiliates, officers, directors, affiliatesmembers of the Management Board, members of the Supervisory Board, employees, representatives and or agents of the Selling Stockholders, the Company or any of the Subsidiaries (including investment bankerscollectively, attorneys, accountants and other financial advisors or consultantsthe “Representatives”) not to, directly or indirectly, (ai) makediscuss, solicitknowingly encourage, assistnegotiate, undertake, initiate, authorize, recommend, propose or in enter into, whether as the proposed surviving, merged, acquiring or acquired corporation or otherwise, any way facilitate or encourage any inquiries, proposals, offers or bids from any Person or group (other than Buyer) (each, a "Third Party") ----------- relating to transaction involving a merger, reorganizationconsolidation, share exchange, consolidationbusiness combination, purchase or similar transaction involving the acquisition disposition of any assets, properties or rights material amount of any Company (other than for sales the assets of inventory in the ordinary course consistent with past practice or as otherwise permitted by Section 7.4) or of ----------- any capital stock or any other equity interest of any Company (an "Acquisition Transaction"), (b) enter into any ----------------------- understanding, arrangement, agreement or agreement in principle with any Third Party relating to any proposed or contemplated Acquisition Transaction, (c)(i) furnish any information with respect to the business, activities, operations, assets, properties or liabilities of any Company or any of its subsidiaries to Subsidiaries or any Third Party capital stock or other ownership interests of the Company or any of its Subsidiaries (including, without limitation, any public offering or registration of shares of the Company) other than the transactions contemplated by this Agreement (an “Acquisition Transaction”), (ii) cooperate with any Third Party with respect to any proposed facilitate, encourage, solicit or contemplated Acquisition Transaction initiate discussions, negotiations or (d) proceed submissions of proposals or continue with any discussions or negotiations offers in respect of an Acquisition Transaction, (iii) furnish or cause to be furnished, to any person, any information concerning the business, operations, properties or assets of the Company or its Subsidiaries in connection with an Acquisition Transaction, or (iv) otherwise cooperate in any way with, or assist or participate in, facilitate or encourage, any effort or attempt by any other person to do or seek any of the foregoing which may be in progress as of the date of this Agreement. Parent agrees that it will immediately cease and cause to be terminated any existing activitiesforegoing, discussion or negotiations with any parties conducted heretofore with respect to any potential Acquisition Transactionincluding without limitation, and shall notify Buyer by facsimile (and confirm receipt by telephone) within one business day following receipt by or awareness of any executive officer of Parent of any inquiry, proposal, offer or bid in respect of any Acquisition Transaction. Prior to the Closing, Parent shall request the destruction or return of all non-public, confidential or proprietary information concerning the Companies provided to any Third Party in connection with any potential Acquisition Transaction. On the Closing Date, Parent shall assign to Buyer all confidentiality agreements entered into with any Third Party in connection with any potential Acquisition Transaction since January 1, 2001exercise of preemptive rights under the Company Shareholders Agreements.

No Shop. Until Subject to the remainder of this ‎Section 6.04, from the execution of this Agreement until the earlier of receipt of the Closing Date or ------- Company Stockholder Approval and the termination of this Agreement pursuant to Article XIIin accordance with the terms of ‎Article 10, Parent the Company shall not, not and ----------- shall cause the Companies its Subsidiaries and each of Parent's subsidiaries not toits or their respective Representatives, officers, directors and financial advisors, and shall use reasonable best efforts to cause each of its or their respective employees, officers, directors, affiliates, representatives and agents other Representatives not to (including investment bankers, attorneys, accountants and other financial advisors i) solicit or consultants) not totake any action to knowingly facilitate or encourage the submission of any Acquisition Proposal, (aii) makeinitiate, solicit, assistfacilitate, initiateparticipate, engage with, enter into or in any way facilitate or knowingly encourage any inquiriesdiscussions or negotiations with, proposals, offers or bids from furnish any Person or group (other than Buyer) (each, a "Third Party") ----------- nonpublic information relating to a merger, reorganization, share exchange, consolidation, purchase or similar transaction involving the acquisition of any assets, properties or rights of any Company (other than for sales of inventory in the ordinary course consistent with past practice or as otherwise permitted by Section 7.4) or of ----------- any capital stock or any other equity interest of any Company (an "Acquisition Transaction"), (b) enter into any ----------------------- understanding, arrangement, agreement or agreement in principle with any Third Party relating to any proposed or contemplated Acquisition Transaction, (c)(i) furnish any information with respect to the business, activities, operations, assets, properties or liabilities of any Company or any of its subsidiaries Subsidiaries or grant or afford access to the business, properties, assets, personnel, books or records of the Company or any of its Subsidiaries to, or otherwise knowingly cooperate with, any Third Party Party, in each case relating to an Acquisition Proposal or any inquiry, proposal or request that could reasonably be expected to lead to an Acquisition Proposal, (iii) (A) fail to make, withdraw, withhold, qualify or modify in a manner adverse to Parent, or propose publicly to withdraw, withhold, qualify or modify the Company Recommendation (or recommend an Acquisition Proposal), (B) adopt, approve or recommend, or propose publicly to adopt, approve or recommend, or otherwise declare advisable, any Acquisition Proposal or proposal that would reasonably be excepted to lead to an Acquisition Proposal, (C) fail to publicly recommend against any publicly disclosed Acquisition Proposal (other than a tender offer or exchange offer) within five (5) Business Days after Parent so requests in writing, (D) fail to recommend against any Acquisition Proposal structured as a tender offer or exchange offer within ten (10) Business Days after the commencement thereof or take any public position in connection with a tender or exchange offer other than a recommendation against such offer or a “stop, look and listen” communication by the Company’s board of directors, or (iiE) cooperate fail to include the recommendation of the Company’s board of directors in favor of approval and adoption of this Agreement and the Merger in the Proxy Statement (any action described in this clause (iii), an “Adverse Recommendation Change”), (iv) grant any waiver or amendment or release under any standstill or confidentiality agreement; provided that the foregoing clause (iv) shall not prohibit the Company or any of its Subsidiaries from amending, modifying or granting any waiver or release of any standstill provision contained in a standstill, confidentiality or similar agreement of the Company or any of its Subsidiaries, in each case solely to the extent the Board of Directors determines, in consultation with its outside legal counsel, that the failure to do so would be reasonably likely to be inconsistent with its fiduciary duties, (vi) allow, authorize or cause the Company or any Third Party with respect of its Subsidiaries to enter into any proposed agreement in principle, letter of intent, memorandum of understanding, acquisition agreement or contemplated other Contract providing for or relating to an Acquisition Transaction Proposal or any proposal or offer that would reasonably be expected to lead to an Acquisition Proposal other than an Acceptable Confidentiality Agreement (any such letter of intent, memorandum of understanding, agreement or Contract, an “Alternative Acquisition Agreement”) or announce the intention to do so or (dvii) proceed resolve, propose or continue with any discussions or negotiations in respect of agree to do any of the foregoing which may be in progress as of the date of this Agreementforegoing. Parent agrees that it will immediately cease and cause to be terminated any existing activities, discussion or negotiations with any parties conducted heretofore with respect to any potential Acquisition Transaction, and shall notify Buyer by facsimile (and confirm receipt by telephone) within one business day following receipt by or awareness of any executive officer of Parent of any inquiry, proposal, offer or bid in respect of any Acquisition Transaction. Prior to the Closing, Parent shall request the destruction or return of all non-public, confidential or proprietary information concerning the Companies provided to any Third Party in connection with any potential Acquisition Transaction. On the Closing Date, Parent shall assign to Buyer all confidentiality agreements entered into with any Third Party in connection with any potential Acquisition Transaction since January 1, 2001.49

No Shop. Until (i) Except as otherwise permitted by this Section 5.5, commencing at 12:01 a.m. (Chicago time) on November 29, 2021 (the “No-Shop Period Start Date”) and continuing until the earlier of the Closing Date or ------- termination of Effective Time and the date, if any, on which this Agreement is terminated pursuant to Article XIISection 7.1 (Termination), Parent the Company shall not, and ----------- shall cause the Companies its Subsidiaries and Affiliates and each of Parent's subsidiaries its and their respective directors and officers not to, and shall instruct and use its reasonable best efforts to cause their respective employees, officers, directors, affiliates, representatives and agents (including investment bankers, attorneys, accountants and its other financial advisors or consultants) Representatives not to, (ai) make, solicit, assist, initiate, propose, induce the making or submission of, or encourage or facilitate in any way facilitate any offer, inquiry or encourage proposal that constitutes, or could reasonably be expected to lead to, an Alternative Acquisition Proposal, including by (A) providing or furnishing to any Person (other than Parent and its Representatives) any non-public information or data relating to the Company, any of its Subsidiaries or their respective businesses, properties or assets and (B) affording access to any personnel of the Company or its Subsidiaries to any Person (other than Parent and its Representatives), in each case, in connection with an Alternative Acquisition Proposal; (ii) continue, enter into, engage in or otherwise participate in any discussions or negotiations with any Person (and their respective Representatives) regarding any Alternative Acquisition Proposals (or inquiries, proposals, offers or bids from any Person or group (other than Buyer) (each, a "Third Party") ----------- relating to a merger, reorganization, share exchange, consolidation, purchase or similar transaction involving the acquisition of any assets, properties or rights of any Company (other than for sales of inventory in the ordinary course consistent with past practice or as otherwise permitted by Section 7.4) or of ----------- any capital stock proposals or any other equity interest of any Company (effort or attempt that could reasonably be expected to lead to an "Alternative Acquisition Transaction"Proposal), (b) enter including the entry into any ----------------------- understandingagreement (x) to consummate any Alternative Acquisition Proposal, arrangement, agreement (y) to approve or agreement endorse any Alternative Acquisition Proposal or (z) in principle connection with any Third Party relating Alternative Acquisition Proposal that would require the Company to any proposed abandon, terminate or fail to consummate the Merger or the transactions contemplated Acquisition Transactionby this Agreement (except, (c)(i) furnish any information with respect in each case, to notify such Person as to the businessexistence of the provisions of this Section 5.5(b)); (iii) grant a waiver, activitiesamendment or release (to the extent not automatically waived, operationsamended or released upon announcement of, assetsor entering into, properties this Agreement) under any pre-existing “standstill” or liabilities confidentiality provision (provided that, from the No-Shop Period Start Date until earlier of the termination of this Agreement in accordance with its terms and the Effective Time, the Company and its Subsidiaries shall be permitted to grant a waiver of or terminate (to the extent not automatically waived or terminated upon the announcement of, or entry into, this Agreement) any Company “standstill” or any confidentiality obligation of its subsidiaries to any Third Party or (ii) cooperate with any Third Party with respect to the Company or any proposed or contemplated of its Subsidiaries to allow such Third Party to make an Alternative Acquisition Transaction Proposal if the Company’s board of directors has determined in good faith, after consultation with its financial advisors and outside legal counsel, that the failure to take such action would be inconsistent with the fiduciary duties of the Company’s board of directors under applicable Law); or (div) proceed agree or continue with any discussions resolve to take, or negotiations in respect of take, any of the foregoing which may be in progress as actions prohibited by clauses (i), (ii) or (iii) of this sentence. Subject to Section 5.5(b)(ii) and Section 5.5(c), except with respect to any Excluded Parties, at the No-Shop Period Start Date, the Company shall immediately cease, and cause its Subsidiaries and the Representatives of the date of this Agreement. Parent agrees that it will Company and its Subsidiaries to immediately cease cease, any and cause to be terminated any all existing activities, discussion discussions or negotiations with any parties conducted heretofore with respect to any potential Acquisition Transaction, and of the foregoing. The Company shall notify Buyer by facsimile promptly (and confirm receipt by telephonein any event within 48 hours of the Company’s Knowledge thereof) within one business day following receipt by or awareness inform Representatives of any executive officer the Company and its Subsidiaries of Parent of any inquiry, proposal, offer or bid in respect of any Acquisition Transaction. Prior to the Closing, Parent shall request the destruction or return of all non-public, confidential or proprietary information concerning the Companies provided to any Third Party in connection with any potential Acquisition Transaction. On the Closing Date, Parent shall assign to Buyer all confidentiality agreements entered into with any Third Party in connection with any potential Acquisition Transaction since January 1, 2001Company’s obligations under this Section 5.5.

No Shop. Until Except as otherwise expressly permitted by the remainder of this Section 6.04, until the earlier to occur of the Closing Date or ------- valid termination of this Agreement pursuant to Article XII10 and the Effective Time, Parent the Company shall not, and ----------- shall cause the Companies its Subsidiaries not to and each of Parent's subsidiaries shall use reasonable best efforts to cause its and their respective Representatives not to, and shall cause their respective employees, officers, directors, affiliates, representatives and agents (including investment bankers, attorneys, accountants and other financial advisors directly or consultants) not toindirectly, (ai) make, solicit, assistinitiate or take any action to knowingly induce the making, initiatesubmission or announcement of, or in any way knowingly facilitate or encourage the submission of any inquiriesinquiry or proposal that constitutes, proposalsor would reasonably be expected to lead to, offers any Acquisition Proposal, (ii) enter into, participate or bids from engage in any Person discussions or group (other than Buyer) (eachnegotiations with, a "Third Party") ----------- furnish any material nonpublic information relating to a merger, reorganization, share exchange, consolidation, purchase or similar transaction involving the acquisition of any assets, properties or rights of any Company (other than for sales of inventory in the ordinary course consistent with past practice or as otherwise permitted by Section 7.4) or of ----------- any capital stock or any other equity interest of any Company (an "Acquisition Transaction"), (b) enter into any ----------------------- understanding, arrangement, agreement or agreement in principle with any Third Party relating to any proposed or contemplated Acquisition Transaction, (c)(i) furnish any information with respect to the business, activities, operations, assets, properties or liabilities of any Company or any of its subsidiaries Subsidiaries or knowingly afford access to the business, properties, assets, books or records, or to any personnel, of the Company or any of its Subsidiaries to, or otherwise knowingly cooperate with, any Third Party, in each case relating to an Acquisition Proposal by such Third Party or that would reasonably be expected to lead to an Acquisition Proposal, (iiiii) cooperate (A) withhold (or qualify or modify in a manner adverse to Parent or Merger Sub), or publicly announce its intention to do the same, the Company Recommendation, or fail to include the Company Recommendation in the Proxy Statement in accordance with any Third Party Section 6.02, (B) other than with respect to a tender offer or exchange offer, within ten (10) Business Days of Parent’s written request, fail to make or reaffirm the Company Recommendation following the date any proposed Acquisition Proposal or contemplated any material modification thereto is first published or broadly sent or given to the stockholders of the Company (provided that Parent shall be entitled to make such a written request for reaffirmation only once for each Acquisition Transaction Proposal and for each material modification to such Acquisition Proposal) or (dC) proceed fail to recommend, in a Solicitation/Recommendation Statement on Schedule 14D-9, against any Acquisition Proposal that is a tender offer or continue with any discussions exchange offer subject to Regulation D promulgated under the 1934 Act within ten (10) Business Days after the commencement (within the meaning of Rule 14d-2 under the 1934 Act) of such tender offer or negotiations in respect of exchange offer (any of the foregoing which may in clauses (A) through (C), an “Adverse Recommendation Change”) or (iv) enter into any agreement in principle, letter of intent, term sheet, memorandum of understanding, merger agreement, acquisition agreement, option agreement, share exchange agreement, joint venture agreement, other agreement or other similar instrument providing for, or that would reasonably be in progress as of the date of this Agreementexpected to lead to, an Acquisition Proposal. Parent agrees that it will The Company shall, and shall cause its Subsidiaries and its and their Representatives to, cease immediately cease and cause to be terminated any and all existing activities, discussion discussions or negotiations with any parties third party and its Representatives conducted heretofore prior to the date hereof with respect to any potential Acquisition TransactionProposal. Within four (4) Business Days after the date hereof, and the Company shall notify Buyer by facsimile (and confirm receipt by telephonei) within one business day following receipt by or awareness of any executive officer of Parent of any inquiry, proposal, offer or bid request in respect of any Acquisition Transaction. Prior to the Closing, Parent shall request the destruction or return of all non-public, confidential or proprietary information concerning the Companies provided to any Third Party writing that each Person that has heretofore executed a confidentiality agreement in connection with any its consideration of an Acquisition Proposal or potential Acquisition Transaction. On Proposal promptly destroy or return to the Closing Date, Parent shall assign Company all nonpublic information heretofore furnished by the Company or any of its Representatives to Buyer all such person or any of its Representatives in accordance with the terms of such confidentiality agreements entered into with agreement and (ii) terminate access to any Third Party in connection with any potential physical or electronic data rooms relating to a possible Acquisition Transaction since January 1, 2001Proposal by such Person and its Representatives.