Common use of No Solicitation by the Company; Other Offers Clause in Contracts

No Solicitation by the Company; Other Offers. (a) Until the earlier of the Acceptance Time and the date on which this Agreement is terminated pursuant to Section 7.1, the Company and the Company Subsidiaries shall not, and shall not authorize or knowingly permit their respective Representatives to, directly or indirectly, except as otherwise provided below in this Section 5.4: (i) solicit, initiate or knowingly encourage or furnish any non-public information in connection with or for the purpose of soliciting, initiating or knowingly encouraging any proposal or inquiry that constitutes, or is reasonably likely to lead to, an Acquisition Proposal; (ii) other than informing Persons of the existence of the provisions contained in this Section 5.4, enter into, continue or participate in any discussions or any negotiations regarding any Acquisition Proposal or any proposal or inquiry that is reasonably likely to lead to an Acquisition Proposal; (iii) approve, endorse or recommend or enter into an Acquisition Proposal or any letter of intent, acquisition agreement, memorandum of understanding or other Contract contemplating an Acquisition Proposal, requiring the Company to abandon or terminate its obligations under this Agreement; (iv) except where the Board determines in good faith (after consultation with its financial advisors and legal counsel) that the failure to take such action would be inconsistent with the Company Board’s fiduciary duties under applicable Law, release or permit the release of any Person from, or waive or permit the waiver of any provision of, or fail to enforce or cause to be enforced, any “standstill” agreement to which the Company or any of the Company Subsidiaries are a party; or (v) resolve, propose or agree to do any of the foregoing. The Company shall, and shall cause the Company Subsidiaries and its and their respective Representatives to, immediately cease and cause to be terminated all discussions or negotiations with any Person previously conducted with respect to any Acquisition Proposal and shall promptly deliver a written notice to each Person that entered into a confidentiality agreement in anticipation of potentially making an Acquisition Proposal, to the effect that the Company is ending all discussions and negotiations with such Person with respect to any Acquisition Proposal, effective on the date hereof, and the notice shall also request such Person to promptly return or destroy all confidential information concerning the Company and the Company Subsidiaries in the manner indicated in such confidentiality agreements. (b) Notwithstanding anything in this Section 5.4 to the contrary, at any time prior to the Acceptance Time, in response to an unsolicited bona fide written Acquisition Proposal, which Acquisition Proposal was made or renewed on or after the date of this Agreement (and has not been withdrawn) and did not result from any breach of this Section 5.4, that the Company Board determines in good faith (after consultation with its financial advisor) constitutes or would reasonably be expected to result in a Superior Proposal, the Company may, upon a good faith determination by the Company Board (after consultation with outside counsel) that failure to take such action would be reasonably likely to be inconsistent with the Company Board’s fiduciary duties under applicable Law: (A) furnish information with respect to the Company and the Company Subsidiaries to the Person making such Acquisition Proposal (and such Person’s Representatives); provided, however, that the Company and such Person enter into a customary confidentiality agreement that contains provisions that are not less favorable in the aggregate to the Company that those contained in the Confidentiality Agreement; and provided further, that (x) prior to or concurrently with furnishing any such information to, or entering into discussions with, such Person, Parent receives written notice from the Company or the identity of such Person and the Company’s intention to furnish information to, or enter into discussions with, such Person and (y) any non-public information concerning the Company or any Company Subsidiary provided or made available to the Person making such Acquisition Proposal shall (along with a copy of the executed confidentiality agreement), to the extent not previously provided to Purchaser or Parent, be concurrently provided or made available to Purchaser or Parent; and (B) participate in discussions or negotiations with the Person making such Acquisition Proposal (and its Representatives) regarding such Acquisition Proposal or Acquisition Inquiry. (c) The Company shall promptly advise Parent in writing, in no event later than 36 hours after receipt of any Acquisition Proposal or Acquisition Inquiry and shall indicate and provide the identity of the Person making such Acquisition Proposal or Acquisition Inquiry, a copy of all material written materials provided by the third-party in connection with the submission of such Acquisition Proposal or Acquisition Inquiry and a written summary of all material oral communications made by any Person in connection with such Acquisition Proposal or Acquisition Inquiry, and thereafter shall keep Parent reasonably informed of all material developments affecting the status and the material terms of any such Acquisition Proposal or Acquisition Inquiry. (d) Neither the Company Board (nor any committee thereof) shall: (A) fail to make, withhold, withdraw, amend, qualify or modify in a manner adverse to Parent, or publicly propose to withhold, withdraw, amend, qualify or modify in a manner adverse to Parent, the Company Board Recommendation (including any failure to include the Company Board Recommendation in the Schedule 14D-9, when mailed); (B) adopt, approve, recommend, endorse or otherwise declare advisable (or make any public announcement of its decision to adopt, approve, recommend or otherwise declare advisable) the adoption of any Acquisition Proposal (each such foregoing action or failure to act in clauses (A) and (B) being referred to as a “Change in Company Board Recommendation”). Notwithstanding the foregoing, the Company Board may, at any time prior to the earlier of the Acceptance Time, take any of the actions set forth in Sections 5.4(d)(i)-(iii) below; provided, however, that prior to taking any such action, the Company complies with Section 5.4(e) of this Agreement: (i) effect a Change in Company Board Recommendation in response to a Change in Circumstance if the Company Board concludes in good faith, after consultation with outside counsel, that the failure to take such action would be inconsistent with its fiduciary duties under applicable Law; (ii) effect a Change in Company Board Recommendation in response to an Acquisition Proposal if the Company Board concludes in good faith, after consultation with outside counsel, that the failure to take such action would be inconsistent with its fiduciary duties under applicable Law and the Company Board concludes in good faith, after consultation with the Company’s financial advisor, that the Acquisition Proposal constitutes a Superior Proposal; and (iii) terminate this Agreement pursuant to Section 7.1(g) (and, if applicable, enter into a Company Acquisition Agreement), if the Company receives an Acquisition Proposal that the Company Board concludes in good faith, after consultation with the Company’s financial advisor, constitutes a Superior Proposal and the Company Board concludes in good faith, after consultation with outside counsel, that the failure to enter into such definitive agreement would be inconsistent with its fiduciary duties under applicable Law. (e) Notwithstanding anything to the contrary set forth in Section 5.4(d), the Company shall not be entitled to: (i) make a Change in Company Board Recommendation pursuant to Section 5.4(d)(i) or Section 5.4(d)(ii); or (ii) terminate this Agreement (and, if applicable, enter into any Company Acquisition Agreement) pursuant to Section 5.4(d)(ii), unless: (A) in the case of Change in Recommendation under Section 5.4(d)(i), a Change in Circumstance shall have occurred, and, in the case of a Change in Recommendation under Section 5.4(d)(ii) or termination under Section 5.4(d)(iii), the Acquisition Proposal did not result from a breach of Sections 5.4(a)–(c); (B) the Company Board makes the determination set forth in Section 5.4(d)(i) in response to a Change in Circumstance and the determination set forth in Section 5.4(d)(ii) or Section 5.4(d)(iii), as applicable, in response to an Acquisition Proposal; (C) the Company shall have first provided prior written notice to Parent that it is prepared to (x) make a Change in Company Board Recommendation in response to a Change in Circumstance or in response to a Superior Proposal (as applicable, a “Recommendation Change Notice”), or (y) terminate this Agreement pursuant to Section 7.1(g) in response to a Superior Proposal (a “Superior Proposal Notice”), which written notice shall be provided at least three (3) Business Days prior to making any such Change in Company Board Recommendation, which notice shall, if the basis for the proposed action by the Company Board is in response to a Change in Circumstance, contain a description of the events, facts and circumstances giving rise to such Change in Circumstance and the reason for the Change in Board Recommendation or, if the basis for the proposed action by the Company Board is a Superior Proposal, contain a description of the material terms and conditions of such Superior Proposal, including a copy of the then current draft of the Company Acquisition Agreement setting forth such Superior Proposal and all other material documents relating to such Superior Proposal (it being understood and agreed that the delivery of such notice shall not, in and of itself, be deemed to be a Change in Company Board Recommendation); (D) Parent does not make, within three (3) Business Days after the receipt of such notice, a binding proposal that would, in the good-faith judgment of the Company Board (after consultation with outside counsel and, in the case of a Superior Proposal, the Company’s financial advisor), cause such Change in Circumstance to no longer form the basis for the Company Board to effect a Change in Company Board Recommendation or cause the offer previously constituting a Superior Proposal to no longer constitute a Superior Proposal, as the case may be (provided, that, the Company have negotiated in good-faith with Parent (and caused its Representatives to negotiate with Parent) with respect to such proposed revisions or other proposal, if any, so that, with respect to Section 5.4(d)(ii) and Section 5.4(d)(iii) such Acquisition Proposal would cease to constitute a Superior Proposal and with respect to Section 5.4(d)(i), so that such Change in Circumstance would no longer necessitate a Change in Board Recommendation); and (E) if the Company intends to terminate this Agreement to enter into the Company Acquisition Agreement, the Company shall have complied with Section 7.1(g). Any material changes with respect to the financial terms of such Superior Proposal occurring prior to the Company’s effecting a Change in Company Board Recommendation or terminating this Agreement pursuant to Section 7.1(g) shall require the Company to provide to Parent a new Recommendation Change Notice or Superior Proposal Notice and a new two (2) Business Day period. (f) Nothing contained in this Section 5.4 or elsewhere in this Agreement shall prohibit the Company from (i) taking and disclosing to the Company’s stockholders a position contemplated by Rule 14d-9, Rule 14e-2(a) or Item 1012(a) of Regulation M-A promulgated under the Exchange Act; or (ii) making any disclosure to the Company’s stockholders with regard to an Acquisition Proposal if, in the good-faith judgment of the Company Board, after consultation with outside counsel, failure to so disclose would be inconsistent with its fiduciary duties under applicable Law; provided, however, that this Section 5.4(f) shall not affect the obligations of the Company and the Company Board and the rights of Purchaser and Parent under Section 5.4(d) and Section 5.4(e) of this Agreement.

No Solicitation by the Company; Other Offers. (a) Until Subject to Section 5.4(b), until the earlier of the Acceptance Time and the date on which this Agreement is terminated pursuant to Section 7.1, the Company and the Company Subsidiaries shall not, and shall not authorize or knowingly permit its or their respective Representatives to, directly or indirectlyindirectly through another Person, except as otherwise provided below in this Section 5.4: (i) solicit, initiate or knowingly encourage or furnish take any non-public information in connection with other action to facilitate the making, submission or for the purpose of solicitingannouncement of, initiating or knowingly encouraging any proposal or inquiry that constitutes, or is reasonably likely to lead to, an Acquisition Proposal; (ii) other than informing Persons of the existence of the provisions contained in this Section 5.4, enter into, continue or participate in any discussions or any negotiations regarding any Acquisition Proposal or any proposal or inquiry that is reasonably likely to lead to an any Acquisition Proposal; (iii) approve, endorse or recommend or enter into an Acquisition Proposal or any proposal or inquiry that is reasonably likely to lead to any Acquisition Proposal or approve, endorse or recommend or enter into any letter of intent, acquisition agreement, memorandum of understanding or other Contract contemplating relating to an Acquisition Proposal, requiring Proposal or any proposal or inquiry that is reasonably likely to lead to any Acquisition Proposal or which would require the Company to abandon or terminate its obligations under this Agreement; , or (iv) except where the Board determines in good faith (after consultation with its financial advisors and legal counsel) that the failure to take such action would be inconsistent with the Company Board’s fiduciary duties under applicable Law, release or permit the release of any Person from, or waive or permit the waiver of any provision of, or fail to enforce or cause to be enforced, any “standstill” agreement to which the Company or any of the Company Subsidiaries are a party; or (v) resolve, propose or agree to do any of the foregoing. The Company shall, and shall cause the Company Subsidiaries and its and their respective Representatives to, immediately cease and cause to be terminated all discussions or negotiations with any Person previously conducted with respect to any Acquisition Proposal and Proposal. The Company shall promptly deliver a written notice to each Person that entered into a confidentiality agreement in anticipation of potentially making an Acquisition Proposal, to the effect that the Company is ending all discussions and negotiations with such Person with respect to not grant any Acquisition Proposal, effective on the date hereof, and the notice shall also request such Person to promptly return waiver or destroy all confidential information concerning the Company and the Company Subsidiaries in the manner indicated in such confidentiality agreementsrelease under any standstill provision or similar agreement. (b) Notwithstanding anything in this Section 5.4 to the contrary, at any time prior to the Acceptance Time, in response to an unsolicited bona fide fide, written Acquisition Proposal, Proposal which Acquisition Proposal was made or renewed on or after the date of this Agreement (and has not been withdrawn) and did not result from any breach of this Section 5.4, that the Company Board determines in good faith (after consultation with its financial advisoradvisor and outside legal counsel) constitutes constitutes, or would reasonably be expected to result in in, a Superior Proposal, the Company may, upon a good faith determination by the Company Board (after consultation with receiving the advice of its outside legal counsel) that failure to take such action would be reasonably likely to be inconsistent with the Company Board’s fiduciary duties to the Company’s stockholders under applicable Law: (A) furnish information with respect to the Company and the Company Subsidiaries to the Person making such Acquisition Proposal (and such Person’s Representatives); provided, however, that the Company and such Person enter into a customary confidentiality agreement that contains provisions that are not no less favorable in the aggregate to the Company that than those contained in the Confidentiality AgreementAgreement (except that such confidentiality agreement need not contain any standstill provisions); and provided further, that (x) prior to or concurrently with furnishing any such information to, or entering into discussions with, such Person, Parent receives written notice from the Company or the identity of such Person and the Company’s intention to furnish information to, or enter into discussions with, such Person and (y) any all material non-public information concerning the Company or any Company Subsidiary provided or made available to the Person making such Acquisition Proposal shall (along with a copy of the executed confidentiality agreement), to the extent not have been previously provided to Purchaser Parent or Parent, be concurrently is provided or made available to Purchaser or ParentParent promptly (and in any event within forty-eight (48) hours) after it is provided to such Person; and (B) participate in discussions or negotiations with the Person making such Acquisition Proposal (and its Representatives) regarding such Acquisition Proposal or Acquisition InquiryProposal. (c) The Company shall promptly advise Parent in writing, in no event later than 36 forty-eight (48) hours after receipt of any Acquisition Proposal described in Section 5.4(b), of the Company’s intention to participate or Acquisition Inquiry engage in discussions or negotiations with, or furnish non-public information to, such Person and shall shall, in any such notice to Parent, indicate and provide the identity of the Person making such Acquisition Proposal and the material terms and conditions of any proposal or Acquisition Inquiry, a copy offer or the nature of all material written materials provided by the third-party in connection with the submission of such Acquisition Proposal any inquiries or Acquisition Inquiry and a written summary of all material oral communications made by any Person in connection with such Acquisition Proposal or Acquisition Inquirycontacts, and thereafter shall keep Parent reasonably informed of all material developments affecting the status and the material terms of any such Acquisition Proposal Proposal. The Company agrees that it and the Company Subsidiaries will not enter into any confidentiality agreement with any Person subsequent to the date hereof which prohibits the Company from providing any information to Parent in accordance with this Section 5.4 or Acquisition Inquiryotherwise prohibit the Company from complying with its obligations under this Section 5.4. (d) Neither The Company Board shall not: (i) fail to make the Company Board Recommendation to the Company’s stockholders; (nor any committee thereofii) shall: (A) fail to make, withhold, withdraw, amend, qualify amend or modify in a manner adverse to Parent, or publicly propose to withhold, withdraw, amend, qualify amend or modify in a manner adverse to Parent, the Company Board Recommendation (including any failure to include the Company Board Recommendation in the Schedule 14D-9, when mailed)Recommendation; (Biii) adopt, approve, recommend, endorse or otherwise declare advisable (or make any public announcement of its decision to adopt, approve, recommend or otherwise declare advisable) the adoption approval of any Acquisition Proposal or the adoption thereof or any Contract with respect to any Acquisition Proposal, that would require, or would reasonably be expected to cause the Company to abandon, terminate, delay or fail to consummate, or that would otherwise materially impede, interfere with or be inconsistent with, the transactions contemplated hereby, or allow the Company or any Company Subsidiary to execute or enter into any such Contract; or (iv) resolve, agree or publicly propose to take any such actions (each such foregoing action or failure to act in clauses (Ai) and through (Biv) being referred to as a “Change in Company Board Recommendation”). Notwithstanding the foregoing, the Company Board may, at any time prior to the earlier of the Acceptance Time, take any of the actions set forth in Sections 5.4(d)(i)-(iii) below; provided, however, that prior to taking any such action, the Company complies with Section 5.4(e) of this Agreement:): (i) effect a Change in Company Board Recommendation in response to a Change in Circumstance an Acquisition Proposal if (A) the Company Board concludes in good faith, after consultation with outside legal counsel, that the failure to take such action would be inconsistent with its fiduciary duties to the Company’s stockholders under applicable Law, and (B) the Company Board concludes in good faith, after consultation with the Company’s financial advisor and outside legal counsel, that such Acquisition Proposal constitutes a Superior Proposal; (ii) effect a Change in Company Board Recommendation in response to an Acquisition Proposal if the Company Board concludes in good faith, after consultation with outside legal counsel, that the failure to take such action would be inconsistent with its fiduciary duties under applicable Law and the Company Board concludes in good faith, after consultation with to the Company’s financial advisor, that the Acquisition Proposal constitutes a Superior Proposalstockholders under applicable Law; and (iii) terminate this Agreement pursuant to Section 7.1(g7.1(i) (and, if applicable, and enter into a Company Acquisition Agreement), but only if the Company receives an Acquisition Proposal that the Company Board concludes in good faith, after consultation with the Company’s financial advisoradvisor and outside legal counsel, constitutes a Superior Proposal and the Company Board concludes in good faith, after consultation with outside legal counsel, that the failure to enter into such definitive agreement Company Acquisition Agreement would be inconsistent with its fiduciary duties to the Company’s stockholders under applicable Law. (e) Notwithstanding anything to the contrary set forth in Section 5.4(d), the Company shall not be entitled to: (i) make a Change in Company Board Recommendation pursuant to Section 5.4(d)(i) or Section 5.4(d)(ii); or (ii) terminate this Agreement (and, if applicable, and enter into any Company Acquisition Agreement) Agreement pursuant to Section 5.4(d)(ii5.4(d)(iii), unless: (A) in the case of Change in Recommendation under Section 5.4(d)(i), a Change in Circumstance shall have occurred, and, in the case of a Change in Recommendation under Section 5.4(d)(ii) or termination under Section 5.4(d)(iii), the Acquisition Proposal did not result from a breach of Sections 5.4(a)–(c); (B) the Company Board makes the determination set forth in Section 5.4(d)(i) in response to a Change in Circumstance and the determination set forth in Section 5.4(d)(ii) or Section 5.4(d)(iii), as applicable, in response to an Acquisition Proposal; (C) the Company shall have first provided prior written notice to Parent that it is prepared to (xy) make a Change in Company Board Recommendation in response to a Change in Circumstance or in response to a Superior Proposal (as applicable, a “Recommendation Change Notice”), or (yz) terminate this Agreement pursuant to Section 7.1(g7.1(i) in response to a Superior Proposal (a “Superior Proposal Notice”), which written notice shall be provided at least three (3) Business Days prior to making any such Change in Company Board Recommendation, which notice shall, if the basis for the proposed action by the Company Board is in response not related to a Change in CircumstanceSuperior Proposal, contain a description of the events, facts and circumstances giving rise to such Change in Circumstance and the reason for the Change in Board Recommendation proposed action or, if the basis for the proposed action by the Company Board is a Superior Proposal, contain the identity of the Person making such Superior Proposal, a description of the material terms and conditions of such Superior Proposal, including a copy of the then current draft of the Company Acquisition Agreement setting forth such Superior Proposal and all other material documents relating any attachments thereto in the form to such Superior Proposal be entered into (it being understood and agreed that the delivery of such notice shall not, in and of itself, be deemed to be a Change in Company Board Recommendation); (DB) the Company shall have given Parent four (4) Business Days after Parent’s receipt of the Recommendation Change Notice to propose revisions to the terms of this Agreement or make another proposal and shall negotiate in good faith with Parent with respect to such proposed revisions or other proposal, if any; and (C) Parent does not make, within three four (34) Business Days after the receipt of such notice, a binding proposal that would, in the good-faith judgment of the Company Board (after consultation with outside legal counsel and, in the case of a Superior Proposal, the Company’s financial advisor), cause such Change in Circumstance events, facts and circumstances to no longer form the basis for the Company Board to effect a Change in Company Board Recommendation or cause the offer previously constituting a Superior Proposal to no longer constitute a Superior Proposal, as the case may be be. The Company shall keep Parent reasonably informed, on a current basis, of the status and material details of any such Acquisition Proposal, indication or request, and shall promptly (provided, that, but in no event later than one (1) Business Day after receipt) provide to Parent copies of all correspondence and written materials sent or provided to the Company have negotiated in good-faith with Parent (and caused its Representatives to negotiate with Parent) with respect to such proposed revisions or other proposal, if any, so that, with respect to Section 5.4(d)(ii) and Section 5.4(d)(iii) such any Company Subsidiary that describes the terms or conditions of any Acquisition Proposal would cease to constitute a Superior Proposal and with respect to Section 5.4(d)(i), so that such Change in Circumstance would no longer necessitate a Change in Board Recommendation); and (E) if the Company intends to terminate this Agreement to enter into the Company Acquisition Agreement, the Company shall have complied with Section 7.1(g)Proposal. Any material changes with respect to such events, facts or circumstances mentioned above, or material changes to the financial terms of such Superior Proposal Proposal, as the case may be, occurring prior to the Company’s Company effecting a Change in Company Board Recommendation or terminating this Agreement pursuant to Section 7.1(g7.1(i) shall require the Company to provide to Parent a new Recommendation Change Notice or Superior Proposal Notice and a new two three (23) Business Day period. (f) Nothing contained in this Section 5.4 or elsewhere in this Agreement shall prohibit the Company from (i) taking and disclosing to the Company’s stockholders a position contemplated by Rule 14d-9, Rule 14e-2(a) or Item 1012(a) of Regulation M-A promulgated under the Exchange Act; or (ii) making any disclosure to the Company’s stockholders with regard to an Acquisition Proposal if, in the good-faith judgment of the Company Board, after consultation with outside legal counsel, failure to so disclose would be inconsistent with its fiduciary duties under applicable Law; provided, however, that this Section 5.4(f) shall not affect the obligations of the Company and the Company Board and the rights of Parent and Purchaser and Parent under Section 5.4(d) and Section 5.4(e), to the extent applicable to such disclosure (it being understood that neither any “stop, look and listen” letter or similar communication of the type contemplated by Rule 14d-9(f) under the Exchange Act or, in the case of this Agreementa public Acquisition Proposal that is not a third-party tender offer, any similar communication that does not contain more than what would be permitted under Rule 14d-9(f) under the Exchange Act had such communication been issued in connection with a third-party tender offer, shall be deemed to be a Change in Company Board Recommendation).

No Solicitation by the Company; Other Offers. (a) Until Notwithstanding anything to the contrary contained in this Agreement, during the period beginning on the date of this Agreement and continuing until 11:59 p.m. (New York City time) on the day that is thirty (30) days following the date of this Agreement (the “Go-Shop Period End Date”) the Company and the Company Subsidiaries and the Company Representatives shall have the right (acting under the direction of the Company Board or a committee thereof) to, directly or indirectly, (i) solicit, initiate, facilitate and encourage any Acquisition Proposals, including by way of providing access to non-public information pursuant to (but only pursuant to) one or more Acceptable Confidentiality Agreements; and (ii) enter into, continue or otherwise participate in any discussions or negotiations with respect to any Acquisition Proposal or otherwise cooperate with or assist or participate in or facilitate any such discussions or negotiations or any effort or attempt to make any Acquisition Proposal. Any material non-public information concerning the Company or any Company Subsidiary provided or made available to any third party given such access shall, to the extent not previously provided to Purchaser or Parent, be provided or made available to Purchaser or Parent prior to or concurrently with providing it to such third party. In addition, the Company shall not provide any commercially sensitive nonpublic information to any competitor of the Company and the Company Subsidiaries in connection with the actions contemplated by this Section 5.4, except in a manner that the Company determines is reasonably designed to protect the Company if no Company Acquisition Agreement is agreed to with such Person. (b) From and after the Go-Shop Period End Date, until the earlier of the Acceptance Effective Time and the date on which this Agreement is terminated pursuant to Section 7.1, the Company and the Company Subsidiaries shall not, and shall not authorize or knowingly permit cause its and their respective Representatives not to, directly or indirectlyindirectly through another Person, except as otherwise provided below in this Section 5.4: (i) solicit, initiate or knowingly encourage or furnish any non-public information in connection with or for the purpose of soliciting, initiating or knowingly encouraging any proposal or inquiry that constitutes, or is reasonably likely to lead to, an Acquisition Proposal; (ii) other than informing Persons of the existence of the provisions contained in this Section 5.4, enter into, continue or participate in any discussions or any negotiations regarding any Acquisition Proposal or any proposal or inquiry that is reasonably likely to lead to an Acquisition Proposal; (iii) approve, endorse or recommend or enter into an Acquisition Proposal or any letter of intent, acquisition agreement, memorandum of understanding or other Contract contemplating an Acquisition Proposal, Proposal or requiring the Company to abandon or terminate its obligations under this Agreement; or (iv) except where the Board determines in good faith (after consultation with its financial advisors and legal counsel) that the failure to take such action would be inconsistent with the Company Board’s fiduciary duties under applicable Law, release or permit the release of any Person from, or waive or permit the waiver of any provision of, or fail to enforce or cause to be enforced, any “standstill” agreement to which the Company or any of the Company Subsidiaries are a party; or (v) resolve, propose or agree to do any of the foregoing. The From and after the Go-Shop Period End Date, the Company shall, and shall cause the Company Subsidiaries and its and their respective Representatives to, immediately cease and cause to be terminated all discussions or negotiations with any Person previously conducted with respect to any Acquisition Proposal and shall promptly deliver a written notice to each Person that entered into a confidentiality agreement in anticipation of potentially making an Acquisition Proposal, to the effect that the Company is ending all discussions and negotiations with request any such Person with respect to any Acquisition Proposal, effective on the date hereof, and the notice shall also request such Person to promptly return or destroy all confidential information concerning the Company and any Company Subsidiary. Notwithstanding the commencement of the obligations of the Company Subsidiaries in under this Section 5.4(b), between the manner indicated in Go-Shop Period End Date and the date that is 15 days following the Go-Shop Period End Date, the Company may continue to engage with, and provide information as contemplated by this Agreement to, a Qualified Go-Shop Bidder which made a Qualified Acquisition Proposal on or before the Go-Shop Period End Date (and not subsequently withdrawn), including with respect to any amended or revised Qualified Acquisition Proposal submitted by such confidentiality agreementsQualified Go-Shop Bidder. (bc) Notwithstanding anything in this Section 5.4 to the contrary, at any time prior to the earlier of the Acceptance TimeTime and the receipt of the Required Company Stockholder Vote, in response to an unsolicited bona fide written Acquisition ProposalProposal (for the purpose of clarity, which an Acquisition Proposal was made from a Person that discussed or renewed on or after the date of this Agreement (and has negotiated an Acquisition Proposal under Section 5.4(a) shall not been withdrawnconstitute an unsolicited Acquisition Proposal) and did not result from any breach of this Section 5.4, that the Company Board determines in good faith (after consultation with its financial advisor) constitutes or would reasonably be expected to result in a Superior Proposal, the Company may, upon a good faith determination by the Company Board (after consultation with receiving the advice of its outside counsel) that failure to take such action would be reasonably likely to be inconsistent with a violation of the Company Board’s fiduciary duties under applicable Law: (A) furnish information with respect to the Company and the Company Subsidiaries to the Person making such Acquisition Proposal (and such Person’s Representatives); provided, however, that the Company and such Person enter into a customary confidentiality agreement that contains provisions that are an Acceptable Confidentiality Agreement and such Acquisition Proposal was not less favorable solicited in the aggregate to the Company that those contained in the Confidentiality Agreementviolation of this Section 5.4; and provided further, that (x) prior to or concurrently with furnishing any such information to, or entering into discussions with, such Person, Parent receives written notice from the Company or the identity of such Person and the Company’s intention to furnish information to, or enter into discussions with, such Person and (y) any material non-public information concerning the Company or any Company Subsidiary provided or made available to the Person making such Acquisition Proposal shall (along with a copy of the executed confidentiality agreement)shall, to the extent not previously provided to Purchaser or Parent, be concurrently provided or made available to Purchaser or ParentParent prior to or concurrently with providing it to such Person making such Acquisition Proposal; and (B) participate in discussions or negotiations with the Person making such Acquisition Proposal (and its Representatives) regarding such Acquisition Proposal or Acquisition InquiryProposal. (cd) The Company shall promptly advise Parent in writing, in no event later than 36 twenty-four (24) hours after receipt of any Acquisition Proposal or Acquisition Inquiry and shall indicate and provide the identity of the Person making such Acquisition Proposal and the material terms and conditions of any proposal or Acquisition Inquiry, a copy offer or the nature of all material written materials provided by the third-party in connection with the submission of such Acquisition Proposal any inquiries or Acquisition Inquiry and a written summary of all material oral communications made by any Person in connection with such Acquisition Proposal or Acquisition Inquirycontacts, and thereafter shall keep Parent reasonably informed of all material developments affecting the status and the material terms of any such Acquisition Proposal or Acquisition InquiryProposal. (de) Neither the The Company Board (nor any committee thereof) shallshall not: (A) fail to make, withhold, withdraw, amend, qualify or modify in a manner adverse to Parent, or publicly propose to withhold, withdraw, amend, qualify or modify in a manner adverse to Parent, the Company Board Recommendation (including any failure to include the Company Board Recommendation in the Schedule 14D-9, when mailed); (B) adopt, approve, recommend, endorse or otherwise declare advisable (or make any public announcement of its decision to adopt, approve, recommend or otherwise declare advisable) the adoption of any Acquisition Proposal; or (C) with respect to any Acquisition Proposal which is publicly known, fail to recommend against such Acquisition Proposal within ten (10) Business Days after Parent so requests in writing (each such foregoing action or failure to act in clauses (A) and through (BC) being referred to as a “Change in Company Board Recommendation”). Notwithstanding the foregoing, (x) no action permitted to be taken by the Company or its Representatives in accordance with the last sentence of Section 5.4(b) shall be deemed a “Change in Company Board Recommendation”, (y) the determination (but not the adoption, approval, recommendation or endorsement) by the Company Board that an Acquisition Proposal submitted by a Qualified Go-Shop Bidder on or before the Go-Shop Period End Date is a Qualified Acquisition Proposal shall not be deemed a “Change in Company Board Recommendation”, and (z) the Company Board may, at any time prior to the earlier of the Acceptance TimeTime and the Required Company Stockholder Vote, take any of the actions set forth in Sections 5.4(d)(i)-(iii5.4(e)(i)-(iii) below; provided, however, that prior to taking any such action, the Company complies with Section 5.4(e5.4(f) of this Agreement: (i) if there is an Intervening Event, effect a Change in Company Board Recommendation in response to a Change in Circumstance if the Company Board concludes in good faith, after consultation with outside counsel, that the failure to take such action would be inconsistent with a violation of its fiduciary duties under applicable Law; (ii) effect a Change in Company Board Recommendation in response to an Acquisition Proposal if the Company Board concludes in good faith, after consultation with outside counsel, that the failure to take such action would be inconsistent with a violation of its fiduciary duties under applicable Law and the Company Board concludes in good faith, after consultation with the Company’s financial advisor, that the Acquisition Proposal constitutes a Superior Proposal; and (iii) terminate this Agreement pursuant to Section 7.1(g7.1(i) (and, if applicable, enter into a Company Acquisition Agreement), if the Company receives an Acquisition Proposal that the Company Board concludes in good faith, after consultation with the Company’s financial advisor, constitutes a Superior Proposal and the Company Board concludes in good faith, after consultation with outside counsel, that the failure to enter into such definitive agreement would be inconsistent with a violation of its fiduciary duties under applicable Law. (ef) Notwithstanding anything to the contrary set forth in Section 5.4(d5.4(e), the Company shall not be entitled to: (i) make a Change in Company Board Recommendation pursuant to Section 5.4(d)(i5.4(e)(i) or Section 5.4(d)(ii5.4(e)(ii); or (ii) terminate this Agreement (and, if applicable, enter into any Company Acquisition Agreement) pursuant to Section 5.4(d)(ii5.4(e)(iii), unlessunless in all such instances: (A) in the case of Change in Recommendation under Section 5.4(d)(i), a Change in Circumstance shall have occurred, and, in the case of a Change in Recommendation under Section 5.4(d)(ii) or termination under Section 5.4(d)(iii), the Acquisition Proposal did not result from a breach of Sections 5.4(a)–(c); (B) the Company Board makes the determination set forth in Section 5.4(d)(i) in response to a Change in Circumstance and the determination set forth in Section 5.4(d)(ii) or Section 5.4(d)(iii), as applicable, in response to an Acquisition Proposal; (C) the Company shall have first provided prior written notice to Parent that it is prepared to (xi) make a Change in Company Board Recommendation in response to a Change in Circumstance or in response to a Superior Proposal (as applicable, a “Recommendation Change Notice”), or (yii) terminate this Agreement pursuant to Section 7.1(g7.1(i) in response to a Superior Proposal (a “Superior Proposal Notice”), which written notice shall be provided at least three (3) Business Days prior to making any such Change in Company Board Recommendation, which notice shall, if the basis for the proposed action by the Company Board is in response not related to a Change in CircumstanceSuperior Proposal, contain a description of the events, facts and circumstances Intervening Event giving rise to such Change in Circumstance and the reason for the Change in Board Recommendation proposed action or, if the basis for the proposed action by the Company Board is a Superior Proposal, contain a description of the material terms and conditions of such Superior Proposal, including a copy of the then current draft of the Company Acquisition Agreement setting forth such Superior Proposal in the form to be entered into, a copy of any financing commitments (including Redacted Fee Letters redacted to comply with confidentiality provisions) related thereto and all other material documents relating to such the identity of the Person or Persons who made the Superior Proposal (it being understood and agreed that the delivery of such notice shall not, in and of itself, be deemed to be a Change in Company Board Recommendation); and (DB) Parent does not make, within three (3) Business Days after the receipt of such notice, a binding proposal that would, in the good-faith judgment of the Company Board (after consultation with outside counsel and, in the case of a Superior Proposal, and the Company’s financial advisor), cause such Change in Circumstance the Intervening Event to no longer form the basis for the Company Board to effect a Change in Company Board Recommendation or cause the offer previously constituting a Superior Proposal to no longer constitute a Superior Proposal, as the case may be (providedit being understood that, thatin the case of a Superior Proposal by a Qualified Go-Shop Bidder, if Parent makes, within three (3) Business Days after the receipt of such notice, a binding and fully committed proposal that would, in the good-faith judgment of the Company Board (after consultation with outside counsel and the Company’s financial advisor), cause the offer by such Qualified Go-Shop Bidder previously constituting a Superior Proposal to no longer constitute a Superior Proposal, and such Qualified Go-Shop Bidder does not make a new Qualified Acquisition Proposal within five (5) Business Days after the public announcement of such binding and fully committed proposal by Parent, the Company have negotiated in good-faith with Parent (and caused its Representatives to negotiate with Parent) with respect to such proposed revisions or other proposalmay no longer, if anyat any time, so that, with respect to Section 5.4(d)(ii) and Section 5.4(d)(iii) such Acquisition Proposal would cease to constitute a Superior Proposal and with respect to Section 5.4(d)(i), so that such Change in Circumstance would no longer necessitate a Change in Board Recommendation); and (E) if the Company intends to terminate this Agreement to enter into the Company an Acquisition Agreement, the Company shall have complied Transaction with Section 7.1(gsuch Qualified Go-Shop Bidder). Any material changes with respect to such Intervening Event mentioned above, or material changes to the financial terms of such Superior Proposal Proposal, as the case may be, occurring prior to the Company’s effecting a Change in Company Board Recommendation or terminating this Agreement pursuant to Section 7.1(g7.1(i) shall require the Company to provide to Parent a new Recommendation Change Notice or Superior Proposal Notice and a new two three (23) Business Day period. (fg) Nothing contained in this Section 5.4 or elsewhere in this Agreement shall prohibit the Company from (i) taking and disclosing to the Company’s stockholders a position contemplated by Rule 14d-9, Rule 14e-2(a) or Item 1012(a) of Regulation M-A promulgated under the Exchange Act; or (ii) making any disclosure to the Company’s stockholders with regard to an Acquisition Proposal if, in the good-faith judgment of the Company Board, after consultation with outside counsel, failure to so disclose would be inconsistent with a violation of its fiduciary duties under applicable Law; provided, however, that this Section 5.4(f5.4(g) shall not affect the obligations of the Company and the Company Board and the rights of Purchaser and Parent under Section 5.4(d5.4(e) and Section 5.4(e5.4(f) of this Agreement, to the extent applicable to such disclosure (it being understood that neither any “stop, look and listen” letter or similar communication of the type contemplated by Rule 14d-9(f) under the Exchange Act, nor any accurate disclosure of factual information (other than the Company or the Company Board taking any action set forth in Section 5.4(e) and Section 5.4(f) of this Agreement) to the Company’s stockholders that is required to be made to such stockholders under applicable Law or in satisfaction of the Company Board’s fiduciary duties or applicable Law, shall be deemed to be a Change in Company Board Recommendation).

No Solicitation by the Company; Other Offers. (a) Until Subject to Section 5.4(b), from the earlier of Agreement Date until the Acceptance Time and the date on which this Agreement is terminated pursuant to Section 7.1Time, the Company and the Company Subsidiaries shall not, and nor shall not it authorize or knowingly permit any of its Subsidiaries or controlled Affiliates or any of its or their respective Representatives to, directly or indirectlyindirectly through another Person, except as otherwise provided below in this Section 5.4below: (i) solicit, initiate initiate, encourage, facilitate, induce or knowingly encourage take any other action which could reasonably be expected to lead to the making, submission or furnish any non-public information in connection with or for the purpose of solicitingannouncement of, initiating or knowingly encouraging any proposal or inquiry that constitutes, or is reasonably likely to lead to, an Acquisition Proposal; (ii) other than informing Persons of the existence of the provisions contained in this Section 5.4, enter into, continue or participate in any discussions or any negotiations regarding any Acquisition Proposal or otherwise take any proposal action to facilitate or inquiry that is reasonably likely induce any effort or attempt to lead to make or implement an Acquisition Proposal; (iii) except as required by applicable Law, furnish to any Person (other than Parent, Purchaser or any designees of Parent or Purchaser) any non-public information relating to the Company or any of its Subsidiaries, or afford access to the business, properties, assets, books or records of the Company or any of its Subsidiaries to any Person (other than Parent, Purchaser or any designees of Parent or Purchaser); (iv) approve, endorse or recommend or enter into an Acquisition Proposal or any letter of intent, acquisition agreement, memorandum of understanding or other Contract contemplating an Acquisition Proposal, Proposal or requiring the Company to abandon or terminate its obligations under this Agreement; (ivv) except where the Board determines in good faith (after consultation with its financial advisors and legal counsel) that the failure to take such action would be inconsistent with the Company Board’s fiduciary duties under applicable Lawterminate, release or permit the release of any Person fromamend, modify or waive or permit the waiver of any provision of, or fail to enforce or cause to be enforced, rights under any “standstill” or other similar agreement to which between the Company or any of the Company its Subsidiaries are a partyand any Person; or (vvi) resolve, propose or agree to do any of the foregoing. The Company shall, and shall cause the Company its Subsidiaries and its and their respective Representatives to, immediately cease and cause to be terminated all activities, discussions or negotiations with any Person previously conducted with respect to any Acquisition Proposal and Proposal. The Company shall promptly deliver a written notice to each Person that entered into a confidentiality agreement (and in anticipation of potentially making an Acquisition Proposal, to the effect that the Company is ending all discussions and negotiations with such Person with respect to any Acquisition Proposal, effective on event within one (1) day following the date hereof, and the notice shall also request such Person ) deny access to promptly return any data room (virtual or destroy all actual) containing any confidential information concerning previously furnished to any Third Party relating to the Company and the Company Subsidiaries in the manner indicated in consideration of any Acquisition Proposal by any such confidentiality agreementsThird Party. (b) Notwithstanding anything in this Section 5.4 to the contrary, at any time prior to the Acceptance Time, in response to an unsolicited a bona fide written Acquisition Proposal, which Acquisition Proposal was made or renewed on or after the date of this Agreement (and has not been withdrawn) and did not result from any breach of this Section 5.4, that the Company Board determines in good faith (after consultation with its outside counsel and financial advisoradvisor of nationally recognized reputation) constitutes or would reasonably be expected to result in a Superior ProposalProposal and which Acquisition Proposal did not result from or arise in connection with a breach of this Section 5.4, the Company may, subject to compliance with Section 5.4(c), upon a good faith determination by the Company Board (after consultation with receiving the advice of its outside counsel) that failure to take such action would or would be reasonably likely to be inconsistent with a breach of the Company Board’s fiduciary duties to the Company’s shareholders under applicable Law: (Ai) furnish information with respect to the Company and the Company its Subsidiaries to the Person making such Acquisition Proposal (and such Person’s Representatives); provided, however, that the Company and such Person enter into a customary confidentiality agreement that contains provisions that are not less favorable in the aggregate to (which shall permit the Company that those contained in to comply with the Confidentiality Agreementterms of Section 5.4(c)) containing customary confidentiality and standstill provisions but not providing for reimbursement by the Company of any fees, costs or expenses; and provided further, that (x) all such information shall have been previously provided to Parent or is provided to Parent prior to or concurrently with furnishing any such information to, or entering into discussions with, at the same time that it is provided to such Person, Parent receives written notice from the Company or the identity of such Person and the Company’s intention to furnish information to, or enter into discussions with, such Person and (y) any non-public information concerning the Company or any Company Subsidiary provided or made available to the Person making such Acquisition Proposal shall (along with a copy of the executed confidentiality agreement), to the extent not previously provided to Purchaser or Parent, be concurrently provided or made available to Purchaser or Parent; and (Bii) participate in discussions or negotiations with the Person making such Acquisition Proposal (and its Representatives) regarding such Acquisition Proposal or Acquisition InquiryProposal. The Company shall not take any of the actions referred to in clauses (i) and (ii) of the immediately preceding sentence unless the Company shall have notified Parent in writing at least forty-eight (48) hours prior to taking such action that it intends to take such action and the basis therefor. (c) The In addition to the obligations set forth in Section 5.4(b), the Company shall promptly advise Parent orally and in writing, in no event later than 36 twenty-four (24) hours after receipt of any Acquisition Proposal (including any request for information or other inquiry in connection with or which could reasonably be expected to lead to an Acquisition Inquiry Proposal), of the Company’s receipt of such Acquisition Proposal or request for information or other inquiry in connection with or which could reasonably be expected to lead to an Acquisition Proposal, and shall in any such notice to Parent, indicate and provide the identity of the Person making such Acquisition Proposal and the terms and conditions of any proposal or Acquisition Inquiry, a copy offer or the nature of all material written materials provided by the third-party in connection with the submission of such Acquisition Proposal any inquiries or Acquisition Inquiry and a written summary of all material oral communications made by any Person in connection with such Acquisition Proposal or Acquisition Inquirycontacts, and thereafter shall promptly keep Parent reasonably informed of all material developments affecting the status status, details and the material terms and conditions of any such Acquisition Proposal and of the status of any such discussions or negotiations. In addition to the foregoing, the Company shall provide Parent with at least thirty-six (36) hours prior written notice of a meeting of the Company Board at which the Company Board is reasonably expected to consider an Acquisition InquiryProposal (including any request for information or other inquiry in connection with or which could reasonably be expected to lead to an Acquisition Proposal) or a Change in Company Board Recommendation. (d) Neither Without limiting the generality of the foregoing, Parent, Purchaser and the Company acknowledge and agree that any violation of the restrictions set forth in this Section 5.4 by any Representative of the Company or any of its Subsidiaries shall be deemed to be a breach of this Section 5.4 by the Company. The Company shall not enter into any letter of intent, memorandum of understanding or Contract (other than a confidentiality agreement as permitted by Section 5.4(b)) contemplating or otherwise relating to an Acquisition Proposal unless and until this Agreement is terminated pursuant to Article VII and the Company has paid all amounts due to Parent pursuant to Section 7.3, if any. (e) The Company Board shall not: (i) fail to make the Company Board Recommendation to the Company’s shareholders in the Schedule 14D-9 and otherwise; (nor any committee thereofii) shall: (A) fail to make, withhold, withdraw, amend, qualify amend or modify in a manner adverse to ParentParent or Purchaser, or publicly propose to withhold, withdraw, amend, qualify amend or modify in a manner adverse to ParentParent or Purchaser, the Company Board Recommendation (including any failure to include the Company Board Recommendation in the Schedule 14D-9, when mailed)Recommendation; (Biii) adopt, approve, recommend, endorse or otherwise declare advisable (or make any public announcement of its decision to adopt, approve, recommend or otherwise declare advisable) the adoption of any Acquisition Proposal or Company Acquisition Agreement (other than those relating to the Offer, it being understood that, with respect to a tender offer or exchange offer, taking a neutral position or no position with respect to any Acquisition Proposal will be deemed a breach of this clause (iii)); (iv) fail to publicly recommend against acceptance of any tender offer or exchange offer other than the Offer within ten (10) Business Days of the commencement of such offer; or (v) resolve, agree or publicly propose to take any such actions (each such foregoing action or failure to act in clauses (Ai) and through (Bv) being referred to as a “Change in Company Board Recommendation”). Notwithstanding the foregoing, the Company Board may, at any time prior to the earlier of the Acceptance Time, take any of the actions set forth in Sections 5.4(d)(i)-(iiiSection 5.4(e)(i) and Section 5.4(e)(ii) below; provided, however, that prior to taking any such action, the Company complies with Section 5.4(e5.4(f) of this Agreement: (i) effect a Change in Company Board Recommendation in response to an Acquisition Proposal that did not result from or arise in connection with a Change in Circumstance breach of this Section 5.4, if the Company Board concludes in good faith, after consultation with the Company’s outside counsel, that the failure to take such action would or would be inconsistent with reasonably likely to be a breach of its fiduciary duties under applicable Law; (ii) effect a Change in Company Board Recommendation in response to an Acquisition Proposal if the Company Board concludes in good faith, after consultation with outside counsel, that the failure to take such action would be inconsistent with its fiduciary duties Company’s shareholders under applicable Law and the Company Board concludes in good faith, after consultation with the Company’s financial advisoradvisor of nationally recognized reputation and outside counsel, that the Acquisition Proposal constitutes a Superior Proposal; and (iiiii) cause the Company to terminate this Agreement pursuant to Section 7.1(g7.1(j) (and, if applicable, in order to enter into a Company Acquisition Agreement), but only if (A) the Company receives an Acquisition Proposal that did not result from or arise in connection with a breach of this Section 5.4, that the Company Board concludes in good faith, after consultation with the Company’s financial advisoradvisor of nationally recognized reputation and outside counsel, constitutes a Superior Proposal and Proposal, (B) the Company Board concludes in good faith, after consultation with outside counsel, that the failure to terminate this Agreement and enter into such definitive agreement would or would be inconsistent with reasonably likely to be a breach of its fiduciary duties to the Company’s shareholders under applicable LawLaw and (C) concurrently with such termination the Company pays the Termination Fee to Parent in accordance with Section 7.3. (ef) Notwithstanding anything to the contrary set forth in Section 5.4(d5.4(e), the Company shall not be entitled to: (i) make a Change in Company Board Recommendation pursuant to Section 5.4(d)(i) or Section 5.4(d)(ii5.4(e)(i); or (ii) terminate this Agreement (and, if applicable, in order to enter into any Company Acquisition Agreement) Agreement pursuant to Section 5.4(d)(ii5.4(e)(ii), unless: (A) in the case of Change in Recommendation under Section 5.4(d)(i), a Change in Circumstance shall have occurred, and, in the case of a Change in Recommendation under Section 5.4(d)(ii) or termination under Section 5.4(d)(iii), the Acquisition Proposal did not result from a breach of Sections 5.4(a)–(c); (B) the Company Board makes the determination set forth in Section 5.4(d)(i) in response to a Change in Circumstance and the determination set forth in Section 5.4(d)(ii) or Section 5.4(d)(iii), as applicable, in response to an Acquisition Proposal; (C) the Company shall have first provided at least three (3) Business Days prior written notice to Parent that it is prepared to (x1) make a Change in Company Board Recommendation in response to a Change in Circumstance or in response to a Superior Proposal (as applicable, a “Recommendation Change Notice”), ) or (y2) terminate this Agreement pursuant to Section 7.1(g7.1(j) in response to a Superior Proposal (a “Superior Proposal Notice”), which written notice shall be provided at least three (3) Business Days prior to making any such Change in Company Board Recommendation, which notice shall, if the basis for the proposed action by the Company Board is in response to a Change in Circumstance, contain a description of the events, facts and circumstances giving rise to such Change in Circumstance and the reason for the Change in Board Recommendation or, if the basis for the proposed action by the Company Board is a Superior Proposal, contain a description of the material terms and conditions of such Superior Proposal, including a copy of the then current draft of the Company Acquisition Agreement setting forth such Superior Proposal and all other material documents relating in the form to such Superior Proposal be entered into (it being understood and agreed that the delivery of such notice shall not, in and of itself, be deemed to be a Change in Company Board Recommendation); (DB) Parent does not make, within during such three (3) Business Days after Day period, if requested by Parent, the receipt of Company has engaged in good faith negotiations with Parent to amend this Agreement in such notice, a binding proposal manner that would, in the good-faith judgment of the Company Board (after consultation with the Company’s outside counsel and, in the case of a Superior Proposal, and the Company’s financial advisoradvisor of nationally recognized reputation), cause such Change in Circumstance to no longer form the basis for the Company Board to effect a Change in Company Board Recommendation or cause the offer previously constituting a Superior Proposal to no longer constitute a Superior Proposal; and (C) at the end of such three (3) Business Day period in respect of a proposed Change in Company Board Recommendation in accordance with Section 5.4(e)(i) or a proposed termination of this Agreement in accordance with Section 5.4(e)(ii), as the case may be (provided, that, the Company have negotiated in good-faith with Parent (and caused its Representatives to negotiate with Parent) with respect to such proposed revisions or other proposal, if any, so that, with respect to Section 5.4(d)(ii) and Section 5.4(d)(iii) such Acquisition Proposal would cease has not been withdrawn and the Company Board determines in good faith that such Acquisition Proposal continues to constitute a Superior Proposal and with respect Proposal, taking into account any changes to Section 5.4(d)(i), so that such Change in Circumstance would no longer necessitate a Change in Board Recommendation); and (E) if the Company intends to terminate terms of this Agreement agreed to enter into or proposed by Parent in response to a Recommendation Change Notice or Superior Proposal Notice, as a result of the Company Acquisition Agreement, negotiations required by the Company shall have complied with Section 7.1(g)preceding clause (B) or otherwise. Any material changes with respect to the financial terms of such Superior Proposal occurring prior to the Company’s effecting a Change in Company Board Recommendation or terminating this Agreement pursuant to Section 7.1(g7.1(j) shall require the Company to provide to Parent a new Recommendation Change Notice or Superior Proposal Notice and a new two three (23) Business Day periodperiod during which the Company must comply with clauses (A) through (C) of this Section 5.4(f). (fg) Nothing contained in this Section 5.4 or elsewhere in this Agreement shall prohibit the Company from (i) taking and disclosing to the Company’s stockholders shareholders a position contemplated by Rule 14d-9, Rule 14e-2(a) or Item 1012(a) of Regulation M-A promulgated under the Exchange Act; , or (ii) making any disclosure to the Company’s stockholders with regard to an Acquisition Proposal if, in the good-faith judgment of the Company Board, after consultation with outside counsel, failure to so disclose would be inconsistent with its fiduciary duties required under applicable Law; provided, however, that this Section 5.4(f5.4(g) shall not affect the obligations of the Company and the Company Board and the rights of Parent and Purchaser and Parent under Section 5.4(d5.4(e) and Section 5.4(e5.4(f) of this Agreement, to the extent applicable to such disclosure (it being understood that no “stop, look and listen” letter or similar communication of the type contemplated by Rule 14d-9(f) under the Exchange Act to the Company’s shareholders that is required to be made to such shareholders under applicable Law shall be deemed to be a Change in Company Board Recommendation; provided, however, that if any such disclosure does not concurrently and expressly reaffirm the Company Board Recommendation or if it has the effect of withdrawing, or of qualifying or modifying in a manner adverse to Parent or Purchaser, the Company Board Recommendation, then such disclosure shall be deemed to be a Change in Company Board Recommendation). (h) Notwithstanding the foregoing or anything to the contrary set forth in this Agreement at any time prior to the Effective Time, the Company Board may effect a Change in Company Board Recommendation if, (i) the Company Board determines in good faith (after consultation with the Company’s outside legal counsel and the Company’s financial advisor of nationally recognized reputation) that the failure to effect a Change in Company Board Recommendation would or would be reasonably likely to be a breach of its fiduciary duties to the Company’s shareholders under applicable Law and (ii) prior to effecting a Change in Company Board Recommendation, the Company shall have first (A) provided Parent, with at least three (3) Business Days prior written notice, a Recommendation Change Notice describing in reasonable detail the reasons for such Change in Company Board Recommendation; (B) during such three (3) Business Day period, if requested by Parent, engaged in good faith negotiations with Parent to amend this Agreement in such a manner that the failure to affect a Change in Company Board Recommendation would not or would not be reasonably likely to be a breach of its fiduciary duties to the Company’s shareholders under applicable Law; and (C) at the end of such three (3) Business Day period, the Company Board shall have determined in good faith (after consultation with the Company’s outside legal counsel and the Company’s financial advisor of nationally recognized reputation) that the failure to effect a Change in Company Board Recommendation would still or would still be reasonably likely to be a breach of its fiduciary duties to the Company’s shareholders under applicable Law.

No Solicitation by the Company; Other Offers. (a) Until During the earlier of the Acceptance Time and the date on which this Agreement is terminated pursuant to Section 7.1Interim Period, the Company and the Company Subsidiaries shall not, and shall cause the Company Subsidiaries not authorize or knowingly permit to, and it shall instruct its and their respective Representatives not to, directly or indirectlyindirectly including through another Person, except as otherwise provided below in this Section 5.4: (i) solicit, initiate or knowingly facilitate or encourage or furnish any non-public information in connection with or for the purpose of soliciting, initiating or knowingly encouraging any proposal or inquiry (including by granting any waiver under Section 203 of the DGCL) that constitutes, or is would reasonably likely be expected to lead to, an Acquisition Proposal; (ii) other than informing Persons of furnish any information regarding, or provide access to the existence of business, properties, assets, books or records (except as required by applicable Law) of, the provisions contained Company or any Company Subsidiary to any Person in this Section 5.4response to any proposal or inquiry that constitutes, or would reasonably be expected to lead to, an Acquisition Proposal; (iii) enter into, continue or participate in any discussions or any negotiations regarding any Acquisition Proposal or any proposal or inquiry that is would reasonably likely be expected to lead to an Acquisition Proposal; (iiiiv) approve, endorse or recommend or enter into an Acquisition Proposal or any letter of intent, acquisition agreementintent (whether binding or non-binding), memorandum of understanding or other Contract contemplating an Acquisition Proposal, requiring Proposal or that would reasonably be expected to lead the Company to abandon or terminate its obligations under this Agreement; (iv) except where the Board determines in good faith (after consultation with its financial advisors and legal counsel) that the failure to take such action would be inconsistent with the Company Board’s fiduciary duties under applicable Law, release or permit the release of any Person from, or waive or permit the waiver of any provision of, or fail to enforce or cause to be enforced, any “standstill” agreement to which the Company or any of the Company Subsidiaries are a party; or (v) resolve, propose or agree to do any of the foregoing. The From and after the Agreement Date, the Company shall, and shall cause the Company Subsidiaries to, and the Company shall instruct its and their respective Representatives to, immediately cease and cause to be terminated all discussions or negotiations with any Person previously conducted with respect to any Acquisition Proposal and shall promptly deliver a written notice or any inquiry or indication of interest that would reasonably be expected to each Person that entered into a confidentiality agreement in anticipation of potentially making lead to an Acquisition Proposal, to the effect that . The Company shall be responsible for any action taken by its Representatives acting in their authorized capacities on behalf of the Company is ending all discussions and negotiations with such Person with respect to any Acquisition Proposal, effective on that would violate this Section 5.4 if taken by the date hereof, and the notice shall also request such Person to promptly return or destroy all confidential information concerning the Company and the Company Subsidiaries in the manner indicated in such confidentiality agreementsCompany. (b) Notwithstanding anything in this Section 5.4 to the contrary, at any time prior to the Acceptance Time, in response to an unsolicited bona fide written Acquisition Proposal, which Acquisition Proposal was made or renewed on or that is received after the date of this Agreement (and has not been withdrawn) Date and did not result from any a material breach of this Section 5.4, that if (1) the Company Board determines in good faith (after consultation with its financial advisor) that such Acquisition Proposal constitutes or would reasonably be expected to result in lead to a Superior Proposal, the Company may, upon a good faith determination by the Company Board Proposal and (after consultation with its outside counsel) that failure to take such action would be reasonably likely to be inconsistent with the Company Board’s fiduciary duties under applicable LawLaw and (2) prior to the first time that the Company takes any such action with respect to any such Acquisition Proposal, the Company gives Parent written notice of the Company’s intention to take such action with respect to each such Acquisition Proposal, the Company may: (A) furnish information with respect to the Company and the Company Subsidiaries to the Person making such Acquisition Proposal (and such Person’s Representatives); provided, however, that the Company and such Person shall enter into a customary confidentiality agreement that contains provisions that are not is on confidentiality and non-use terms no less favorable in the aggregate to the Company that those contained in than the Confidentiality AgreementAgreement (but that need not contain “standstill” or similar restrictions), a copy of which shall be provided for information purposes only to Parent; and provided further, that (x) prior to or concurrently with furnishing any such information to, or entering into discussions with, such Person, Parent receives written notice from the Company or the identity of such Person and the Company’s intention to furnish information to, or enter into discussions with, such Person and (y) any non-public information concerning the Company or any Company Subsidiary provided or made available to the Person making such Acquisition Proposal shall (along with a copy of the executed confidentiality agreement)shall, to the extent not previously provided to Purchaser Merger Sub or Parent, be concurrently provided or made available to Purchaser Merger Sub or ParentParent prior to or concurrently with it being provided to such Person making such Acquisition Proposal; and (B) participate in discussions or negotiations with the Person making such Acquisition Proposal (and its Representatives) regarding such Acquisition Proposal. Prior to the Acceptance Time, the Company will not be required to enforce, and will be permitted to waive, any provision of any standstill or confidentiality agreement that prohibits or purports to prohibit an Acquisition Proposal or being made to the Company if the Company Board determines in good faith, after consultation with the Company’s outside legal counsel, that the failure to take such action would be reasonably likely to be inconsistent with the Company Board’s fiduciary duties under applicable Law. Notwithstanding anything to the contrary contained in this Agreement, the Company and its Representatives may following the receipt of an Acquisition InquiryProposal, contact in writing the Person making such Acquisition Proposal one time to clarify in writing any ambiguous terms and conditions of such Acquisition Proposal (to the extent it did not result from a material breach of this Section 5.4) and to direct any such Person to the terms of this Agreement, including the provisions of this Section 5.4. (c) The Company shall promptly advise Parent in writing, in no event later than 36 twenty-four (24) hours after receipt of any Acquisition Proposal or any inquiry or indication of interest that would reasonably be expected to result in an Acquisition Inquiry Proposal or any request for nonpublic information regarding the Company and the Company Subsidiaries in connection with or related to any inquiry or indication of interest that would reasonably be expected to result in an Acquisition Proposal, and shall indicate and provide the identity of the Person making such Acquisition Proposal Proposal, inquiry, indication of interest or Acquisition Inquiry, a copy request and the terms and conditions of all material written materials provided by any proposal or offer or the third-party in connection with the submission nature of such Acquisition Proposal any inquiries or Acquisition Inquiry and a written summary of all material oral communications made by any Person in connection with such Acquisition Proposal or Acquisition Inquirycontacts, and thereafter shall keep Parent reasonably informed of all material developments affecting the status of and any changes to the material terms of any such Acquisition Proposal Proposal, inquiry, indication of interest or Acquisition Inquiryrequest. (d) Neither the The Company Board (nor any committee thereof) shallshall not: (A) fail to make, withhold, withdraw, amend, qualify withdraw or amend or modify in a manner adverse to Parent, or publicly propose to withhold, withdraw, amend, qualify withdraw or amend or modify in a manner adverse to Parent, the Company Board Recommendation (including any failure to include the Company Board Recommendation in the Schedule 14D-9, when mailed)Recommendation; (B) adopt, approve, recommend, endorse or otherwise declare advisable (or make any public announcement of its decision to adopt, approve, recommend or otherwise declare advisable) the adoption of any Acquisition Proposal Proposal; or (C) resolve, agree or publicly propose to take any such actions (each such foregoing action or failure to act in clauses (A) and through (BC) being referred to as a “Change in Company Board Recommendation”). Notwithstanding the foregoing, the Company Board may, at any time prior to the earlier of the Acceptance Time, take any of the actions set forth in Sections 5.4(d)(i)-(iii) below; below (provided, however, that prior to taking any such action, the Company complies with Section 5.4(e) of this Agreement:): (i) if there is an Intervening Event, effect a Change in Company Board Recommendation in response to a Change in Circumstance if the Company Board concludes in good faith, after consultation with outside counsel, that the failure to take such action would be reasonably likely to be inconsistent with its the Company Board’s fiduciary duties under applicable Law; (ii) effect a Change in Company Board Recommendation in response to an Acquisition Proposal that did not result from a material breach of the Company’s obligations under this Section 5.4 if the Company Board concludes in good faith, after consultation with outside counsel, that the failure to take such action would be reasonably likely to be inconsistent with its the Company Board’s fiduciary duties under applicable Law and the Company Board concludes in good faith, after consultation with the Company’s financial advisor, that the Acquisition Proposal constitutes a Superior Proposal; and (iii) terminate this Agreement pursuant to Section 7.1(g7.1(h) (and, if applicable, enter into a Company Acquisition Agreement), if the Company receives an Acquisition Proposal that did not result from a material breach of the Company’s obligations under this Section 5.4 that the Company Board concludes in good faith, after consultation with the Company’s financial advisor, constitutes a Superior Proposal and the Company Board concludes in good faith, after consultation with outside counsel, that the failure to enter into such definitive agreement would be reasonably likely to be inconsistent with its the Company Board’s fiduciary duties under applicable Law. (e) Notwithstanding anything to the contrary set forth in Section 5.4(d), the Company shall not be entitled to: (i) make a Change in Company Board Recommendation pursuant to Section 5.4(d)(i) or Section 5.4(d)(ii); or (ii) terminate this Agreement (and, if applicable, enter into any Company Acquisition Agreement) pursuant to Section 5.4(d)(ii5.4(d)(iii), unless: (A) in the case of Change in Recommendation under Section 5.4(d)(i), a Change in Circumstance shall have occurred, and, in the case of a Change in Recommendation under Section 5.4(d)(ii) or termination under Section 5.4(d)(iii), the Acquisition Proposal did not result from a breach of Sections 5.4(a)–(c); (B) the Company Board makes the determination set forth in Section 5.4(d)(i) in response to a Change in Circumstance and the determination set forth in Section 5.4(d)(ii) or Section 5.4(d)(iii), as applicable, in response to an Acquisition Proposal; (C) the Company shall have first provided prior written notice to Parent that it is prepared to (xI) make a Change in Company Board Recommendation in response to a Change in Circumstance or in response to a Superior Proposal (as applicable, a “Recommendation Change Notice”), or (yII) terminate this Agreement pursuant to Section 7.1(g7.1(h) in response to a Superior Proposal (a “Superior Proposal Notice”), which written notice shall be provided at least three (3) Business Days prior to making any such Change in Company Board Recommendation, which notice shall, if the basis for the proposed action by the Company Board is in response not related to a Change in CircumstanceSuperior Proposal, contain a description of the events, facts and circumstances Intervening Event giving rise to such Change in Circumstance and the reason for the Change in Board Recommendation proposed action or, if the basis for the proposed action by the Company Board is a Superior Proposal, contain a description of the material terms and conditions of such Superior Proposal, Proposal (including the identity of the Person making the Superior Proposal unless prohibited by the terms of a confidentiality or other similar agreement in effect as of the Agreement Date) and a copy of the then current draft of the Company Acquisition Agreement setting forth such Superior Proposal and all other material documents relating in the form to such Superior Proposal be entered into (it being understood and agreed that the delivery of such notice shall not, in and of itself, be deemed to be a Change in Company Board Recommendation); (DB) during the three (3) Business Day period commencing on the date of Parent’s receipt of such notice, the Company shall have made its Representatives reasonably available for the purpose of engaging in negotiations with Parent does (to the extent Parent desires to negotiate) regarding a possible amendment of this Agreement or the Offer or a possible alternative transaction so that the Acquisition Proposal that is the subject of the Recommendation Change Notice or Superior Proposal Notice ceases to be a Superior Proposal or the Intervening Event that is the subject of the Recommendation Change Notice no longer forms the basis for making a Change in Company Board Recommendation, and (C) (1) in the case of a Recommendation Change Notice relating to an Intervening Event, Parent shall not makehave made, within three (3) Business Days after the receipt of such notice, a binding proposal that would, in the good-faith judgment of the Company Board (after consultation with outside counsel and, in the case of a Superior Proposal, the Company’s financial advisorcounsel), cause such Change in Circumstance the Intervening Event to no longer form the basis for the Company Board to effect a Change in Company Board Recommendation or cause (2) in the offer previously constituting case of a Superior Proposal Notice or a Recommendation Change Notice relating to no longer an Acquisition Proposal, after the expiration of the negotiation period described in clause (B) above, the Company Board shall have determined in good faith, after taking into account any amendments to this Agreement and the Offer that Parent and Merger Sub have irrevocably agreed in writing to make as a result of the negotiations contemplated by clause (B) above, that (X) after consultation with the Company’s outside legal counsel and financial advisor, such Acquisition Proposal continues to constitute a Superior Proposal, and (Y) after consultation with the Company’s outside legal counsel, the failure to make a Change in Company Board Recommendation or enter into such Company Acquisition Agreement would be reasonably likely to be inconsistent with the Company Board’s fiduciary duties under applicable Law. The provisions of this Section 5.4(e) shall also apply to any changes with respect to the Intervening Event mentioned above, or changes to the financial terms or other material terms of such Superior Proposal, as the case may be (providedbe, that, the Company have negotiated in good-faith with Parent (and caused its Representatives to negotiate with Parent) with respect to such proposed revisions or other proposal, if any, so that, with respect to Section 5.4(d)(ii) and Section 5.4(d)(iii) such Acquisition Proposal would cease to constitute a Superior Proposal and with respect to Section 5.4(d)(i), so that such Change in Circumstance would no longer necessitate a Change in Board Recommendation); and (E) if the Company intends to terminate this Agreement to enter into the Company Acquisition Agreement, the Company shall have complied with Section 7.1(g). Any material changes with respect to the financial terms of such Superior Proposal occurring prior to the Company’s effecting a Change in Company Board Recommendation or terminating this Agreement pursuant to Section 7.1(g) 7.1(h), which shall require the Company to provide to Parent a new Recommendation Change Notice or Superior Proposal Notice and a except that the references to three (3) Business Days in this Section 5.4(e) with respect to such new Recommendation Change Notice or Superior Proposal Notice shall be deemed to be two (2) Business Day periodDays. (f) Nothing contained in this Section 5.4 or elsewhere in this Agreement shall prohibit the Company from (i) taking and disclosing to the Company’s stockholders a position contemplated by Rule 14d-9, Rule 14e-2(a) or Item 1012(a) of Regulation M-A promulgated under the Exchange Act; or (ii) making any disclosure to the Company’s stockholders with regard to of factual information regarding the business, financial condition or results of operations of the Company or the fact that an Acquisition Proposal has been made, the identity of the Person making such Acquisition Proposal and the material terms of such Acquisition Proposal if, in the good-good faith judgment of the Company Board, after consultation with outside counsel, failure to so disclose would be reasonably likely to be inconsistent with its the Company Board’s fiduciary duties under applicable Law; provided, however, that this Section 5.4(f) any such action taken or disclosure made that relates to an Acquisition Proposal shall not affect the obligations of the be deemed to be a Change in Company and Board Recommendation unless the Company Board reaffirms the Company Board Recommendation in such statement or disclosure (it being understood that a mere “stop, look and listen” letter or similar communication in compliance with Rule 14d-9(f) under the rights Exchange Act shall in no event in and of Purchaser and Parent under Section 5.4(d) and Section 5.4(e) of this Agreementitself be deemed to be a Change in Company Board Recommendation).

No Solicitation by the Company; Other Offers. (a) Until the earlier of the Acceptance Effective Time and the date on which this Agreement is terminated pursuant to Section 7.1, the Company and the Company Subsidiaries shall not, and shall not authorize or knowingly permit cause its and their respective Representatives not to, directly or indirectlyindirectly through another Person, except as otherwise provided below in this Section 5.4: (i) solicit, initiate or knowingly encourage or furnish any non-public information in connection with or for the purpose of soliciting, initiating or knowingly encouraging any proposal or inquiry that constitutes, or is reasonably likely to lead to, an Acquisition Proposal; (ii) other than informing Persons of the existence of the provisions contained in this Section 5.4, enter into, continue or participate in any discussions or any negotiations regarding any Acquisition Proposal or any proposal or inquiry that is reasonably likely to lead to an to, any Acquisition Proposal; (iii) approve, endorse or endorse, recommend or enter into an Acquisition Proposal or any proposal or inquiry that is reasonably likely to lead to, any Acquisition Proposal or approve, endorse, recommend or enter into any letter of intent, acquisition agreement, memorandum of understanding or other Contract contemplating relating to an Acquisition ProposalProposal or any proposal or inquiry that is reasonably likely to lead to, requiring any Acquisition Proposal or which would require the Company to abandon or terminate its obligations under this Agreement; or (iv) except where the Board determines in good faith (after consultation with its financial advisors and legal counsel) that the failure to take such action would be inconsistent with the Company Board’s fiduciary duties under applicable Law, release or permit the release of any Person from, or waive or permit the waiver of any provision of, or fail to enforce or cause to be enforced, any “standstill” agreement to which the Company or any of the Company Subsidiaries are a party; or (v) resolve, propose or agree to do any of the foregoing. The Company shall, and shall cause the Company Subsidiaries and its and their respective Representatives to, immediately cease and cause to be terminated all discussions or negotiations with any Person previously conducted with respect to (other than any Acquisition Proposal and shall promptly deliver a written notice to each Person that entered into a confidentiality agreement in anticipation of potentially making an Acquisition ProposalExcluded Party, subject to the effect that following proviso), request the Company is ending all discussions and negotiations with such Person with respect to any Acquisition Proposal, effective on the date hereof, and the notice shall also request such Person to promptly prompt return or destroy destruction of all confidential information theretofore furnished to any such Person (other than any Excluded Party, subject to the following proviso) concerning the Company and the Company Subsidiaries Subsidiaries, cease providing any further information with respect to the Company or any Acquisition Proposal to any such Person (other than an Excluded Party, subject to the following proviso), and terminate access for any such Persons (other than any Excluded Party, subject to the following proviso) to any physical or electronic data room; provided, however, that the Company may continue discussions and negotiations with any Excluded Party until 11:59 p.m. on October 21, 2013 (the “Excluded Party Deadline”), and the restrictions in Section 5.4(a)(i) and Section 5.4(a)(ii) above shall not apply with respect thereto until after the manner indicated in Excluded Party Deadline (and thereafter the provisions of Section 5.4(a)(i) and Section 5.4(a)(ii) above shall apply with respect to such confidentiality agreementsExcluded Party). (b) Notwithstanding anything in this Section 5.4 to the contrary, at any time prior to the earlier of the Acceptance TimeTime and the receipt of the Company Stockholder Vote, in response to an unsolicited bona fide written Acquisition Proposal, which Proposal (or an Acquisition Proposal made by an Excluded Party prior to the Excluded Party Deadline) which was made or renewed on or after the date of this Agreement (and has not been withdrawn) and did not result from any breach of this Section 5.4, 5.4 that the Company Board determines in good faith (after consultation with its financial advisor) constitutes or would reasonably be expected to result in a Superior Proposal, the Company may, upon a good faith determination by the Company Board (after consultation with receiving the advice of its outside counsel) that failure to take such action would be reasonably likely to be inconsistent with the Company Board’s fiduciary duties under applicable Law: (A) furnish information with respect to the Company and the Company Subsidiaries to the Person making such Acquisition Proposal (and such Person’s Representatives); provided, however, that the Company and such Person enter into a customary confidentiality and standstill agreement that contains provisions that are not no less favorable in the aggregate to the Company that than those contained in the Confidentiality Agreement; and provided further, that (x) prior to or concurrently with furnishing any such information to, or entering into discussions with, such Person, Parent receives written notice from the Company or the identity of such Person and the Company’s intention to furnish information to, or enter into discussions with, such Person and (y) any material non-public information concerning the Company or any Company Subsidiary provided or made available to the Person making such Acquisition Proposal shall (along with a copy of the executed confidentiality agreement)shall, to the extent not previously provided to Purchaser or Parent, be concurrently provided or made available to Purchaser or ParentParent promptly (and in any event within 24 hours) after it is provided to such Person making such Acquisition Proposal; and (B) participate in discussions or negotiations with the Person making such Acquisition Proposal (and its Representatives) regarding such Acquisition Proposal or Acquisition InquiryProposal. (c) The Company shall promptly advise Parent in writing, in no event later than 36 twenty-four (24) hours after receipt of any Acquisition Proposal (including, for the avoidance of doubt any Acquisition Proposal received from any Excluded Party) and shall, unless expressly prohibited by the terms of an agreement of confidentiality or Acquisition Inquiry and shall non-disclosure in effect as of the date hereof, indicate and provide the identity of the Person making such Acquisition Proposal and the material terms and conditions of any proposal or Acquisition Inquiry, a copy offer or the nature of all material written materials provided by the third-party in connection with the submission of such Acquisition Proposal any inquiries or Acquisition Inquiry and a written summary of all material oral communications made by any Person in connection with such Acquisition Proposal or Acquisition Inquirycontacts, and thereafter shall keep Parent reasonably informed of all material developments affecting the status and the material terms of any such Acquisition Proposal Proposal. The Company agrees that it and the Company Subsidiaries will not enter into any confidentiality agreement with any Person subsequent to the date hereof which prohibits the Company from providing any information to Parent in accordance with this Section 5.4 or Acquisition Inquiryotherwise prohibit the Company from complying with its obligations under this Section 5.4. (d) Neither the The Company Board (nor any committee thereof) shallshall not: (A) fail to make, withhold, withdraw, amend, qualify or modify in a manner adverse to Parent, or publicly propose to withhold, withdraw, amend, qualify or modify in a manner adverse to Parent, the Company Board Recommendation (including any failure to include the Company Board Recommendation in the Schedule 14D-9, when mailed) (a “Change in Company Board Recommendation”); or (B) adopt, approve, recommend, endorse or otherwise declare advisable (or make any public announcement of its decision to adopt, approve, recommend or otherwise declare advisable) the adoption of any Acquisition Proposal or the adoption thereof or any Contract with respect to any Acquisition Proposal, that would require, or would reasonably be expected to cause the Company to abandon, terminate, delay or fail to consummate, or that would otherwise materially impede, interfere with or be inconsistent with, the Transactions, or allow the Company or any Company Subsidiary to execute or enter into any such Contract (each such foregoing action or failure to act in clauses (A) and (B) being referred to as other than a “Change in Company Board Recommendation”confidentiality agreement of the type permitted by Section 5.4(b)). Notwithstanding the foregoing, the Company Board may, at any time prior to the earlier of the Acceptance Time, take any of the actions set forth in Sections 5.4(d)(i)-(iii) below; provided, however, that prior to taking any such action, Time and the Company complies with Section 5.4(e) of this AgreementStockholder Vote: (i) other than in connection with an Acquisition Proposal, the Company Board may effect a Change in Company Board Recommendation in response to a Change in Circumstance if Circumstance, if: (A) the Company Board concludes in good faith, after consultation with outside counsel, that the failure to take such action would be inconsistent with reasonably constitute a breach of its fiduciary duties under applicable Law; ; (iiB) the Company shall have given Parent written notice of its intention to make such a Change in Company Board Recommendation (a “Recommendation Change Notice”); and (C) (1) the Company shall have specified the Change in Circumstance in reasonable detail, (2) the Company shall have given Parent two (2) Business Days after Parent’s receipt of the Recommendation Change Notice to propose revisions to the terms of this Agreement or make another proposal so that such Change in Circumstance would no longer necessitate a Change in Company Board Recommendation, and shall have negotiated in good faith with Parent with respect to such proposed revisions or other proposal, if any, and (3) after considering the results of such negotiations and giving effect a to the proposals made by Parent, if any, after consultation with outside counsel, the Company Board shall have, following such two (2) Business Day period, determined, in good faith, that the failure to make the Change in Company Board Recommendation in response to an Acquisition Proposal such Change in Circumstance would reasonably constitute a breach of its fiduciary duties under applicable Law. For the avoidance of doubt, the provisions of this Section 5.4(d)(i) shall apply to any material change to the facts and circumstances relating to such Change in Circumstance and require a new Recommendation Change Notice and a new two (2) Business Day period; and (ii) if the Company has received a written Acquisition Proposal (which Acquisition Proposal did not arise out of a breach of this Section 5.4) from any Person that has not been withdrawn and after consultation with its financial advisor and outside counsel, the Company Board concludes shall have concluded, in good faith, that such Acquisition Proposal is a Superior Proposal, then the Company may terminate this Agreement pursuant to Section 7.1(h) to enter into a Company Acquisition Agreement providing for such Superior Proposal, if: (A) the Company Board determines in good faith, after consultation with outside counsel, that the failure to take such action do so would be inconsistent with reasonably constitute a breach of its fiduciary duties under applicable Law and Law; (B) the Company Board concludes in good faith, after consultation with the Company’s financial advisor, that the Acquisition Proposal constitutes a Superior Proposal; and (iii) shall have given Parent written notice of its intention to terminate this Agreement pursuant to Section 7.1(g) (and, if applicable, enter into a Company Acquisition Agreement), if the Company receives an Acquisition Proposal that the Company Board concludes in good faith, after consultation with the Company’s financial advisor, constitutes a Superior Proposal and the Company Board concludes in good faith, after consultation with outside counsel, that the failure to enter into such definitive agreement would be inconsistent with its fiduciary duties under applicable Law. (e) Notwithstanding anything to the contrary set forth in Section 5.4(d), the Company shall not be entitled to: (i) make a Change in Company Board Recommendation pursuant to Section 5.4(d)(i) or Section 5.4(d)(ii); or (ii) terminate this Agreement (and, if applicable, enter into any Company Acquisition Agreement) pursuant to Section 5.4(d)(ii), unless: (A) in the case of Change in Recommendation under Section 5.4(d)(i), a Change in Circumstance shall have occurred, and, in the case of a Change in Recommendation under Section 5.4(d)(ii) or termination under Section 5.4(d)(iii), the Acquisition Proposal did not result from a breach of Sections 5.4(a)–(c); (B) the Company Board makes the determination set forth in Section 5.4(d)(i) in response to a Change in Circumstance and the determination set forth in Section 5.4(d)(ii) or Section 5.4(d)(iii), as applicable, in response to an Acquisition Proposal; (C) the Company shall have first provided prior written notice to Parent that it is prepared to (x) make a Change in Company Board Recommendation in response to a Change in Circumstance or in response to a Superior Proposal (as applicable, a “Recommendation Change Notice”), or (y) terminate this Agreement pursuant to Section 7.1(g7.1(h) in response to a Superior Proposal (a “Superior Proposal Notice”), ) (which written notice shall be provided at least three (3) Business Days prior to making any such Change in Company Board Recommendation, which notice shall, if the basis for the proposed action by the Company Board is in response to a Change in Circumstance, contain a description of the events, facts and circumstances giving rise to such Change in Circumstance and the reason for the Change in Board Recommendation or, if the basis for the proposed action by the Company Board is a Superior Proposal, contain a description of the material terms and conditions of such Superior Proposal, including a copy of the then current draft of the Company Acquisition Agreement setting forth such Superior Proposal and all other material documents relating in the form to such Superior Proposal be entered into (it being understood and agreed that the delivery of such notice Superior Proposal Notice shall not, in and of itself, be deemed to be a Change in Company Board Recommendation)); and (DC) (1) the Company shall have given Parent does not make, within three two (32) Business Days after the Parent’s receipt of the Superior Proposal Notice to propose revisions to the terms of this Agreement or make a new or modified proposal so that such notice, a binding proposal that wouldAcquisition Proposal, in the good-faith judgment light of the Company Board (after consultation with outside counsel andsuch proposed revisions or new or modified proposal by Parent, in the case of a Superior Proposal, the Company’s financial advisor), cause such Change in Circumstance to no longer form the basis for the Company Board to effect a Change in Company Board Recommendation or cause the offer previously constituting a Superior Proposal to would no longer constitute a Superior Proposal, as the case may be (provided, that, the Company and shall have negotiated in good-good faith with Parent (and caused its Representatives to negotiate with Parent) with respect to such proposed revisions or other new or modified proposal, if any, so thatand (2)after considering the results of such negotiations and giving effect to such proposals made by Parent, if any, after consultation with respect to Section 5.4(d)(iioutside counsel, the Company Board shall have, following such two (2) and Section 5.4(d)(iii) such Business Day period, determined, in good faith, that the Acquisition Proposal would cease to constitute that is the subject of the Superior Proposal Notice is a Superior Proposal and with respect to Section 5.4(d)(i), so that such Change in Circumstance would no longer necessitate a Change in Board Recommendation); and (E) if the Company intends failure to terminate this Agreement to enter into the Company Acquisition Agreement, the Company shall have complied with Section 7.1(g). Any material changes with respect to the financial terms of such Superior Proposal occurring prior to the Company’s effecting a Change in Company Board Recommendation or terminating this Agreement pursuant to Section 7.1(g7.1(h) would reasonably constitute a breach of the fiduciary duties of the Company Board under applicable Law. For the avoidance of doubt, the provisions of this Section 5.4(d)(ii) shall also apply to any material amendment to any Acquisition Proposal that is the subject of the Superior Proposal Notice and require the Company to provide to Parent a new Recommendation Change Notice or Superior Proposal Notice and a new two (2) Business Day period. (fe) Nothing contained in this Section 5.4 or elsewhere in this Agreement shall prohibit the Company from (i) taking and disclosing to the Company’s stockholders a position contemplated by Rule 14d-9, Rule 14e-2(a) or Item 1012(a) of Regulation M-A promulgated under the Exchange Act; or (ii) making any disclosure to the Company’s stockholders with regard to an Acquisition Proposal if, in the good-faith judgment of the Company Board, after consultation with outside counsel, failure to so disclose would be inconsistent with its fiduciary duties under applicable Law; provided, however, that this Section 5.4(f5.4(e) shall not limit or otherwise affect the obligations of the Company and the Company Board and the rights of Purchaser and Parent under Section 5.4(d) and Section 5.4(e) of this Agreement, to the extent applicable to such disclosure (it being understood that a “stop, look and listen” letter of the type contemplated by Rule 14d-9(f) under the Exchange Act shall not be deemed to be a Change in Company Board Recommendation).

No Solicitation by the Company; Other Offers. (a) Until Subject to Section 5.4(b), from the earlier of Agreement Date until the Acceptance Time and the date on which this Agreement is terminated pursuant to Section 7.1Time, the Company and the Company Subsidiaries shall not, and nor shall not it authorize or knowingly permit any of its Subsidiaries or controlled Affiliates or any of its or their respective Representatives to, directly or indirectlyindirectly through another Person, except as otherwise provided below in this Section 5.4below: (i) solicit, initiate initiate, encourage, facilitate, induce or knowingly encourage take any other action which could reasonably be expected to lead to the making, submission or furnish any non-public information in connection with or for the purpose of solicitingannouncement of, initiating or knowingly encouraging any proposal or inquiry that constitutes, or is reasonably likely to lead to, an Acquisition Proposal; (ii) other than informing Persons of the existence of the provisions contained in this Section 5.4, enter into, continue or participate in any discussions or any negotiations regarding any Acquisition Proposal or otherwise take any proposal action to facilitate or inquiry that is reasonably likely induce any effort or attempt to lead to make or implement an Acquisition Proposal; (iii) except as required by applicable Law, furnish to any Person (other than Parent, Purchaser or any designees of Parent or Purchaser) any non-public information relating to the Company or any of its Subsidiaries, or afford access to the business, properties, assets, books or records of the Company or any of its Subsidiaries to any Person (other than Parent, Purchaser or any designees of Parent or Purchaser); (iv) approve, endorse or recommend or enter into an Acquisition Proposal or any letter of intent, acquisition agreement, memorandum of understanding or other Contract contemplating an Acquisition Proposal, Proposal or requiring the Company to abandon or terminate its obligations under this Agreement; (ivv) except where the Board determines in good faith (after consultation with its financial advisors and legal counsel) that the failure to take such action would be inconsistent with the Company Board’s fiduciary duties under applicable Lawterminate, release or permit the release of any Person fromamend, modify or waive or permit the waiver of any provision of, or fail to enforce or cause to be enforced, rights under any “standstill” or other similar agreement to which between the Company or any of the Company its Subsidiaries are a partyand any Person; or (vvi) resolve, propose or agree to do any of the foregoing. The Company shall, and shall cause the Company its Subsidiaries and its and their respective Representatives to, immediately cease and cause to be terminated all activities, discussions or negotiations with any Person previously conducted with respect to any Acquisition Proposal and Proposal. The Company shall promptly deliver a written notice to each Person that entered into a confidentiality agreement (and in anticipation of potentially making an Acquisition Proposal, to the effect that the Company is ending all discussions and negotiations with such Person with respect to any Acquisition Proposal, effective on event within one (1) day following the date hereof, and the notice shall also request such Person ) deny access to promptly return any data room (virtual or destroy all actual) containing any confidential information concerning previously furnished to any Third Party relating to the Company and the Company Subsidiaries in the manner indicated in consideration of any Acquisition Proposal by any such confidentiality agreementsThird Party. (b) Notwithstanding anything in this Section 5.4 to the contrary, at any time prior to the Acceptance Time, in response to an unsolicited a bona fide written Acquisition Proposal, which Acquisition Proposal was made or renewed on or after the date of this Agreement (and has not been withdrawn) and did not result from any breach of this Section 5.4, that the Company Board determines in good faith (after consultation with its outside counsel and financial advisoradvisor of nationally recognized reputation) constitutes or would reasonably be expected to result in a Superior ProposalProposal and which Acquisition Proposal did not result from or arise in connection with a breach of this Section 5.4, the Company may, subject to compliance with Section 5.4(c), upon a good faith determination by the Company Board (after consultation with receiving the advice of its outside counsel) that failure to take such action would or would be reasonably likely to be inconsistent with a breach of the Company Board’s fiduciary duties to the Company’s shareholders under applicable Law: (Ai) furnish information with respect to the Company and the Company its Subsidiaries to the Person making such Acquisition Proposal (and such Person’s Representatives); provided, however, that the Company and such Person enter into a customary confidentiality agreement that contains provisions that are not less favorable in the aggregate to (which shall permit the Company that those contained in to comply with the Confidentiality Agreementterms of Section 5.4(c)) containing customary confidentiality and standstill provisions but not providing for reimbursement by the Company of any fees, costs or expenses; and provided further, that (x) all such information shall have been previously provided to Parent or is provided to Parent prior to or concurrently with furnishing any such information to, or entering into discussions with, at the same time that it is provided to such Person, Parent receives written notice from the Company or the identity of such Person and the Company’s intention to furnish information to, or enter into discussions with, such Person and (y) any non-public information concerning the Company or any Company Subsidiary provided or made available to the Person making such Acquisition Proposal shall (along with a copy of the executed confidentiality agreement), to the extent not previously provided to Purchaser or Parent, be concurrently provided or made available to Purchaser or Parent; and (Bii) participate in discussions or negotiations with the Person making such Acquisition Proposal (and its Representatives) regarding such Acquisition Proposal or Acquisition InquiryProposal. The Company shall not take any of the actions referred to in clauses (i) and (ii) of the immediately preceding sentence unless the Company shall have notified Parent in writing at least forty-eight (48) hours prior to taking such action that it intends to take such action and the basis therefor. (c) The In addition to the obligations set forth in Section 5.4(b), the Company shall promptly advise Parent orally and in writing, in no event later than 36 twenty-four (24) hours after receipt of any Acquisition Proposal (including any request for information or other inquiry in connection with or which could reasonably be expected to lead to an Acquisition Inquiry Proposal), of the Company’s receipt of such Acquisition Proposal or request for information or other inquiry in connection with or which could reasonably be expected to lead to an Acquisition Proposal, and shall in any such notice to Parent, indicate and provide the identity of the Person making such Acquisition Proposal and the terms and conditions of any proposal or Acquisition Inquiry, a copy offer or the nature of all material written materials provided by the third-party in connection with the submission of such Acquisition Proposal any inquiries or Acquisition Inquiry and a written summary of all material oral communications made by any Person in connection with such Acquisition Proposal or Acquisition Inquirycontacts, and thereafter shall promptly keep Parent reasonably informed of all material developments affecting the status status, details and the material terms and conditions of any such Acquisition Proposal and of the status of any such discussions or negotiations. In addition to the foregoing, the Company shall provide Parent with at least thirty-six (36) hours prior written notice of a meeting of the Company Board at which the Company Board is reasonably expected to consider an Acquisition InquiryProposal (including any request for information or other inquiry in connection with or which could reasonably be expected to lead to an Acquisition Proposal) or a Change in Company Board Recommendation. (d) Neither Without limiting the generality of the foregoing, Parent, Purchaser and the Company acknowledge and agree that any violation of the restrictions set forth in this Section 5.4 by any Representative of the Company or any of its Subsidiaries shall be deemed to be a breach of this Section 5.4 by the Company. The Company shall not enter into any letter of intent, memorandum of understanding or Contract (other than a confidentiality agreement as permitted by Section 5.4(b)) contemplating or otherwise relating to an Acquisition Proposal unless and until this Agreement is terminated pursuant to Article VII and the Company has paid all amounts due to Parent pursuant to Section 7.3, if any. (e) The Company Board shall not: (i) fail to make the Company Board Recommendation to the Company’s shareholders in the Schedule 14D-9 and otherwise; (nor any committee thereofii) shall: (A) fail to make, withhold, withdraw, amend, qualify amend or modify in a manner adverse to ParentParent or Purchaser, or publicly propose to withhold, withdraw, amend, qualify amend or modify in a manner adverse to ParentParent or Purchaser, the Company Board Recommendation (including any failure to include the Company Board Recommendation in the Schedule 14D-9, when mailed)Recommendation; (Biii) adopt, approve, recommend, endorse or otherwise declare advisable (or make any public announcement of its decision to adopt, approve, recommend or otherwise declare advisable) the adoption of any Acquisition Proposal (each such foregoing action or failure to act in clauses (A) and (B) being referred to as a “Change in Company Board Recommendation”). Notwithstanding the foregoing, the Company Board may, at any time prior to the earlier of the Acceptance Time, take any of the actions set forth in Sections 5.4(d)(i)-(iii) below; provided, however, that prior to taking any such action, the Company complies with Section 5.4(e) of this Agreement: (i) effect a Change in Company Board Recommendation in response to a Change in Circumstance if the Company Board concludes in good faith, after consultation with outside counsel, that the failure to take such action would be inconsistent with its fiduciary duties under applicable Law; (ii) effect a Change in Company Board Recommendation in response to an Acquisition Proposal if the Company Board concludes in good faith, after consultation with outside counsel, that the failure to take such action would be inconsistent with its fiduciary duties under applicable Law and the Company Board concludes in good faith, after consultation with the Company’s financial advisor, that the Acquisition Proposal constitutes a Superior Proposal; and (iii) terminate this Agreement pursuant to Section 7.1(g) (and, if applicable, enter into a Company Acquisition Agreement), if the Company receives an Acquisition Proposal that the Company Board concludes in good faith, after consultation with the Company’s financial advisor, constitutes a Superior Proposal and the Company Board concludes in good faith, after consultation with outside counsel, that the failure to enter into such definitive agreement would be inconsistent with its fiduciary duties under applicable Law. (e) Notwithstanding anything to the contrary set forth in Section 5.4(d), the Company shall not be entitled to: (i) make a Change in Company Board Recommendation pursuant to Section 5.4(d)(i) or Section 5.4(d)(ii); or (ii) terminate this Agreement (and, if applicable, enter into any Company Acquisition Agreement) pursuant to Section 5.4(d)(ii), unless: (A) in the case of Change in Recommendation under Section 5.4(d)(i), a Change in Circumstance shall have occurred, and, in the case of a Change in Recommendation under Section 5.4(d)(ii) or termination under Section 5.4(d)(iii), the Acquisition Proposal did not result from a breach of Sections 5.4(a)–(c); (B) the Company Board makes the determination set forth in Section 5.4(d)(i) in response to a Change in Circumstance and the determination set forth in Section 5.4(d)(ii) or Section 5.4(d)(iii), as applicable, in response to an Acquisition Proposal; (C) the Company shall have first provided prior written notice to Parent that it is prepared to (x) make a Change in Company Board Recommendation in response to a Change in Circumstance or in response to a Superior Proposal (as applicable, a “Recommendation Change Notice”), or (y) terminate this Agreement pursuant to Section 7.1(g) in response to a Superior Proposal (a “Superior Proposal Notice”), which written notice shall be provided at least three (3) Business Days prior to making any such Change in Company Board Recommendation, which notice shall, if the basis for the proposed action by the Company Board is in response to a Change in Circumstance, contain a description of the events, facts and circumstances giving rise to such Change in Circumstance and the reason for the Change in Board Recommendation or, if the basis for the proposed action by the Company Board is a Superior Proposal, contain a description of the material terms and conditions of such Superior Proposal, including a copy of the then current draft of the Company Acquisition Agreement setting forth such Superior Proposal and all (other material documents than those relating to such Superior Proposal (the Offer, it being understood and agreed that the delivery of such notice shall not, in and of itself, be deemed to be a Change in Company Board Recommendation); (D) Parent does not make, within three (3) Business Days after the receipt of such notice, a binding proposal that would, in the good-faith judgment of the Company Board (after consultation with outside counsel and, in the case of a Superior Proposal, the Company’s financial advisor), cause such Change in Circumstance to no longer form the basis for the Company Board to effect a Change in Company Board Recommendation or cause the offer previously constituting a Superior Proposal to no longer constitute a Superior Proposal, as the case may be (provided, that, the Company have negotiated in good-faith with Parent (and caused its Representatives to negotiate with Parent) with respect to such proposed revisions or other proposal, if any, so that, with respect to Section 5.4(d)(ii) and Section 5.4(d)(iii) such Acquisition Proposal would cease to constitute a Superior Proposal and tender offer or exchange offer, taking a neutral position or no position with respect to Section 5.4(d)(i), so that such Change in Circumstance would no longer necessitate a Change in Board Recommendation); and (E) if the Company intends to terminate this Agreement to enter into the Company any Acquisition Agreement, the Company shall have complied with Section 7.1(g). Any material changes with respect to the financial terms of such Superior Proposal occurring prior to the Company’s effecting a Change in Company Board Recommendation or terminating this Agreement pursuant to Section 7.1(g) shall require the Company to provide to Parent a new Recommendation Change Notice or Superior Proposal Notice and a new two (2) Business Day period. (f) Nothing contained in this Section 5.4 or elsewhere in this Agreement shall prohibit the Company from (i) taking and disclosing to the Company’s stockholders a position contemplated by Rule 14d-9, Rule 14e-2(a) or Item 1012(a) of Regulation M-A promulgated under the Exchange Act; or (ii) making any disclosure to the Company’s stockholders with regard to an Acquisition Proposal if, in the good-faith judgment of the Company Board, after consultation with outside counsel, failure to so disclose would be inconsistent with its fiduciary duties under applicable Law; provided, however, that this Section 5.4(f) shall not affect the obligations of the Company and the Company Board and the rights of Purchaser and Parent under Section 5.4(d) and Section 5.4(e) of this Agreement.Proposal

No Solicitation by the Company; Other Offers. (a) Until From and after the Agreement Date, until the earlier of the Acceptance Effective Time and the date on which this Agreement is terminated pursuant to Section 7.1, the Company and the Company Subsidiaries shall not, and shall cause the Company Subsidiaries not authorize or knowingly permit to, and it shall cause its and their respective Representatives not to, directly or indirectlyindirectly through another Person, except as otherwise provided below in this Section 5.4: (i) solicit, initiate or knowingly assist, participate, facilitate or encourage any Acquisition Proposal or furnish any non-public information in connection with or for the purpose of soliciting, initiating or knowingly encouraging any proposal or inquiry that constitutes, or is would reasonably likely be expected to lead to, an Acquisition Proposal; , or, subject to Section 5.3(b), (iii) other than informing Persons of the existence of the provisions contained in this Section 5.4, enter into, continue conduct or participate engage in any discussions or negotiations with, disclose any negotiations regarding any Acquisition Proposal or any proposal or inquiry that is reasonably likely non-public information relating to lead to an Acquisition Proposal; (iii) approve, endorse or recommend or enter into an Acquisition Proposal or any letter of intent, acquisition agreement, memorandum of understanding or other Contract contemplating an Acquisition Proposal, requiring the Company to abandon or terminate its obligations under this Agreement; (iv) except where the Board determines in good faith (after consultation with its financial advisors and legal counsel) that the failure to take such action would be inconsistent with the Company Board’s fiduciary duties under applicable Law, release or permit the release of any Person from, or waive or permit the waiver of any provision of, or fail to enforce or cause to be enforced, any “standstill” agreement to which the Company or any of the Company Subsidiaries are a party; to, afford access to the business, properties, assets, books or records of the Company or any of the Company Subsidiaries to or otherwise cooperate in any way with, or knowingly assist, participate in, facilitate or encourage any effort by, any third party that is seeking to make, or has made, any Acquisition Proposal, (ii) (A) amend or grant any waiver or release under any standstill or similar agreement with respect to any class of equity securities of the Company or any of the Company Subsidiaries (other than provisions in such obligations expressly prohibiting the communication of confidential proposals to the Company Board) or (vB) approve any transaction under, or any third party becoming an “interested stockholder” under Section 203 of the DGCL, (iii) enter into any agreement in principle, letter of intent, term sheet, acquisition agreement, merger agreement, option agreement, joint venture agreement, partnership agreement or other Contract relating to any Acquisition Proposal or enter into any agreement or agreement in principle requiring the Company to abandon, terminate or fail to consummate the transactions contemplated hereby or breach its obligations under this Agreement, or (iv) resolve, propose or agree to do any of the foregoing. Without limiting the foregoing, it is understood that any violation of the foregoing restrictions by any Company Subsidiary or Representatives of the Company or any of the Company Subsidiaries shall be deemed to be a breach of this Section 5.3(a) by the Company. The Company shall, and shall cause the Company Subsidiaries and its and their respective Representatives to, to immediately cease and cause to be terminated terminated, and shall not authorize or knowingly permit any of its or their Representatives to continue, any and all existing activities, discussions or negotiations negotiations, with any Person previously third party conducted with respect to any Acquisition Proposal and shall promptly deliver a written notice request and, if necessary, enforce any rights to each Person that entered into a confidentiality agreement require, any such third party (or its agents or advisors) in anticipation possession of potentially making an Acquisition Proposal, to the effect that non-public information in respect of the Company is ending all discussions and negotiations with such Person with respect to or any Acquisition Proposal, effective of the Company Subsidiaries that was furnished by or on the date hereof, and the notice shall also request such Person to promptly return or destroy all confidential information concerning behalf of the Company and the Company Subsidiaries in the manner indicated in to return or destroy (and confirm destruction of) all such confidentiality agreementsinformation. (b) Notwithstanding anything in this Section 5.4 5.3 to the contrary, at any time prior to the Acceptance Time, in response to an unsolicited bona fide written Acquisition Proposal, which Acquisition Proposal was made or renewed on or after the date of this Agreement (Date, and has not been withdrawn) and did not result resulting from any a breach of this Section 5.45.3(a), that the Company Board determines in good faith (after consultation with its financial advisoradvisor and outside counsel) constitutes or would reasonably be expected to result in a Superior Proposal, the Company may, upon a good faith determination by the Company Board (after consultation with its outside counsel) that failure to take such action would be reasonably likely to be inconsistent with the Company Board’s fiduciary duties under applicable Law: (A) furnish information with respect to the Company and the Company Subsidiaries to the Person making such Acquisition Proposal (and such Person’s Representatives); provided, however, that the Company and such Person enter into a customary confidentiality agreement that contains containing customary “standstill” provisions that are not and such other terms no less favorable in the aggregate to the Company that than those contained in the Confidentiality Agreement; and provided provided, further, that (x) prior to or concurrently with furnishing any such information to, or entering into discussions with, such Person, Parent receives written notice from the Company or the identity of such Person and the Company’s intention to furnish information to, or enter into discussions with, such Person and (y) any non-public information concerning the Company or any Company Subsidiary provided or made available to the Person making such Acquisition Proposal shall (along with a copy of the executed confidentiality agreement)shall, to the extent not previously provided to Purchaser or Parent, be concurrently provided or made available to Purchaser or ParentParent as promptly as reasonably practicable (and in any event within 24 hours) after it is provided to such Person making such Acquisition Proposal; and (B) participate in discussions or negotiations with the Person making such Acquisition Proposal (and its Representatives) regarding such Acquisition Proposal or Acquisition Inquiry. (c) Proposal. The Company shall promptly advise Parent in writing, in no event later than 36 24 hours after receipt of any Acquisition Proposal or Acquisition Inquiry Proposal, and shall indicate and provide the identity of the Person making such Acquisition Proposal and its ultimate parent entity, the terms and conditions of any proposal or Acquisition Inquiryoffer, a copy the nature of any inquiries or contacts, and all material written materials provided by the third-party in connection with the submission of relating to such Acquisition Proposal or Acquisition Inquiry and a written summary of all material oral communications made by any Person in connection with such Acquisition Proposal or Acquisition InquiryProposal, and thereafter shall keep inform Parent reasonably informed within 24 hours of all any proposed change(s) to the price or other material developments terms thereof affecting the status and the material terms of any such Acquisition Proposal or Acquisition InquiryProposal. (dc) Neither the Company Board (nor any committee thereofthereof shall (i) shall: (A) fail to make, withhold, withdraw, amend, qualify qualify, fail to make or modify in a manner adverse to Parent, or publicly propose to withhold, withdraw, amend, qualify qualify, fail to publicly reaffirm, in the event that any Acquisition Proposal has become publicly known or modify been delivered to the Company Board and Parent has requested such reaffirmation or in the event of media rumors or speculation with respect thereto, within the later of (A) two Business Days of such request and (B) the end of the Notice Period then in effect (or that comes into effect within two Business Days of such request), if any, taking into account any extensions thereto, or modify, in a manner adverse to Parent, the Company Board Recommendation Recommendation, (including any failure to include the Company Board Recommendation in the Schedule 14D-9, when mailed); (Bii) adopt, approve, endorse, adopt or recommend, endorse or otherwise declare advisable (or make any public announcement of its decision publicly propose to adopt, approve, recommend endorse, adopt or otherwise declare advisable) the adoption of recommend, any Acquisition Proposal or Superior Proposal, (iii) fail to recommend against acceptance of any tender offer or exchange offer (other than the Offer or any other tender offer or exchange offer by Parent or Purchaser) for the Company Common Stock within ten Business Days after the commencement of such offer (each such of the foregoing action or failure to act in clauses (A) and (B) being referred to as a “Change in Company Board Recommendation”). Notwithstanding the foregoing, the determination (but not the adoption, approval, recommendation or endorsement) by the Company Board that an Acquisition Proposal is or would be reasonably likely to lead to a Superior Proposal shall not in itself be deemed a “Change in Company Board Recommendation” and the Company Board may, at any time prior to the earlier of the Acceptance Time, take any of the actions set forth in Sections 5.4(d)(i)-(iiiSection 5.3(c)(i) below; and Section 5.3(c)(ii) below (provided, however, that prior to taking any such action, the Company complies with Section 5.4(e5.3(d) of this Agreement:): (i) if there is an Intervening Event, effect a Change in Company Board Recommendation if the Company Board concludes in good faith, after consultation with the Company’s financial advisor and outside counsel, that the failure to take such action would be inconsistent with the Company Board’s fiduciary duties under applicable Law; and (ii) effect a Change in Company Board Recommendation in response to a Change in Circumstance an Acquisition Proposal if (A) the Company Board concludes in good faith, after consultation with outside counsel, that the failure to take such action would be inconsistent with its the Company Board’s fiduciary duties under applicable Law; , (iiB) effect a Change in Company Board Recommendation in response to an Acquisition Proposal if the Company Board concludes in good faith, after consultation with outside counsel, that the failure to take such action would be inconsistent with its fiduciary duties under applicable Law and the Company Board concludes in good faith, after consultation with the Company’s financial advisoradvisor and outside counsel, that the Acquisition Proposal constitutes a Superior Proposal; and Proposal and (iiiC) terminate this Agreement pursuant prior to Section 7.1(g) (andeffecting such Change in Company Board Recommendation, if applicable, enter into a Company Acquisition Agreement), if the Company receives an Acquisition Proposal that the Company Board concludes in good faith, after consultation complies with the Company’s financial advisor, constitutes a Superior Proposal and the Company Board concludes in good faith, after consultation with outside counsel, that the failure to enter into such definitive agreement would be inconsistent with its fiduciary duties under applicable LawSection 5.3(d) of this Agreement. (ed) Notwithstanding anything to the contrary set forth in Section 5.4(d5.3(c), the Company shall not be entitled to: (i) to make a Change in Company Board Recommendation pursuant to Section 5.4(d)(i) or Section 5.4(d)(ii); or (ii) terminate this Agreement (and, if applicable, enter into any Company Acquisition Agreement) pursuant to Section 5.4(d)(ii), unless: (A) in the case of Change in Recommendation under Section 5.4(d)(i), a Change in Circumstance shall have occurred, and, in the case of a Change in Recommendation under Section 5.4(d)(ii) or termination under Section 5.4(d)(iii), the Acquisition Proposal did not result from a breach of Sections 5.4(a)–(c); (B) the Company Board makes the determination set forth in Section 5.4(d)(i) in response to a Change in Circumstance and the determination set forth in Section 5.4(d)(ii) or Section 5.4(d)(iii), as applicable, in response to an Acquisition Proposal; (C) the Company shall have first provided prompt prior written notice notice, and in any event at least four Business Days prior to making a Change in Company Board Recommendation (the “Notice Period”) to Parent that it is prepared of its intention to (x) make a Change in Company Board Recommendation in response to a Change in Circumstance or in response to a Superior Proposal (as applicable, a “Recommendation Change Notice”), or (y) terminate this Agreement pursuant to Section 7.1(g) in response to a Superior Proposal (a “Superior Proposal Notice”), which written notice shall be provided at least three (3) Business Days prior to making any such Change in Company Board Recommendation, which notice shall, if the basis for the proposed action by the Company Board is in response not related to a Change in CircumstanceSuperior Proposal, contain a description of the events, facts and circumstances Intervening Event giving rise to such Change in Circumstance and the reason for the Change in Board Recommendation proposed action or, if the basis for the proposed action by the Company Board is a Superior Proposal, Proposal contain a description of the material terms and conditions of such the Superior ProposalProposal forming the basis for the proposed action by the Company Board, including a copy the most current version of the then current draft of the Company Acquisition Agreement setting forth agreement with respect to such Superior Proposal (which description and all other material documents relating summary shall be updated on a prompt basis) in the form to such be entered into and the identity of the third party making the Superior Proposal (it being understood and agreed that the delivery of any such notice shall not, in and of itself, be deemed to be a Change in Company Board Recommendation); (DB) the Company shall, and shall cause its financial and legal advisors to, during the Notice Period, permit Parent to make proposals to the Company Board regarding amendments to the terms and conditions of this Agreement, and negotiate in good faith with Parent with respect thereto, so that such Acquisition Proposal ceases to constitute a Superior Proposal or the Intervening Event no longer forms the basis for the Company Board to effect a Change in Company Board Recommendation, if Parent, in its discretion, proposes to make such amendments (it being understood and agreed (x) that in the event that, after commencement of the Notice Period, there is any material revision to the terms of a Superior Proposal including any revision in price, the Notice Period shall be extended, if applicable, to ensure that at least two Business Days remains in the Notice Period subsequent to the time the Company notifies Parent of any such material revision and (y) that there may be multiple extensions of the Notice Period) and (C) Parent does not make, within three (3) Business Days after the receipt of such noticeNotice Period, a binding proposal that would, in the good-faith judgment of is determined by the Company Board (after consultation with outside counsel and, in the case of a Superior Proposal, the Company’s financial advisoradvisor and outside counsel), to cause such Change in Circumstance the Intervening Event to no longer form the basis for the Company Board to effect a Change in Company Board Recommendation or cause the offer previously constituting a Superior Proposal to no longer constitute a Superior Proposal, as the case may be (provided, that, the Company have negotiated in good-faith with Parent (and caused its Representatives to negotiate with Parent) with respect to such proposed revisions or other proposal, if any, so that, with respect to Section 5.4(d)(ii) and Section 5.4(d)(iii) such Acquisition Proposal would cease to constitute a Superior Proposal and with respect to Section 5.4(d)(i), so that such Change in Circumstance would no longer necessitate a Change in Board Recommendation); and (E) if the Company intends to terminate this Agreement to enter into the Company Acquisition Agreement, the Company shall have complied with Section 7.1(g). Any material changes with respect to the financial terms of such Superior Proposal occurring prior to the Company’s effecting a Change in Company Board Recommendation or terminating this Agreement pursuant to Section 7.1(g) shall require the Company to provide to Parent a new Recommendation Change Notice or Superior Proposal Notice and a new two (2) Business Day periodapplicable. (fe) Nothing contained in this Section 5.4 or elsewhere in this Agreement shall prohibit the Company from (i) taking and disclosing to the Company’s stockholders a position contemplated by Rule 14d-9, Rule 14e-2(a) or Item 1012(a) of Regulation M-A promulgated under the Exchange Act; or (ii) making any disclosure to the Company’s stockholders with regard to an Acquisition Proposal if, in the good-good faith judgment of the Company Board, after consultation with outside counsel, failure to so disclose would be inconsistent with its the Company Board’s fiduciary duties under applicable Law; provided, however, that this Section 5.4(f5.3(e) shall not affect the obligations of the Company and the Company Board and the rights of Purchaser and Parent under Section 5.4(d5.3(c) and Section 5.4(e5.3(d), to the extent applicable to such disclosure (it being understood that neither any “stop, look and listen” letter or similar communication of the type contemplated by Rule 14d-9(f) under the Exchange Act, nor any accurate disclosure of this Agreementfactual information (other than the Company or the Company Board taking any action set forth in Section 5.3(c) and Section 5.3(d)) to the Company’s stockholders that is required to be made to such stockholders under applicable Law or in satisfaction of the Company Board’s fiduciary duties or applicable Law, shall be deemed to be a Change in Company Board Recommendation).

No Solicitation by the Company; Other Offers. (a) Until From and after the date of this Agreement, until the earlier of the Acceptance Time receipt of the Company Stockholder Approval and the date on which this Agreement is terminated pursuant to Section 7.1, the Company and the Company Subsidiaries shall not, and shall cause the Company Subsidiaries not to, and it shall not authorize or knowingly permit its and their respective Representatives to, directly or indirectlyindirectly through another Person, except as otherwise provided below in this Section 5.4: (i) solicit, initiate or knowingly take any action to facilitate or encourage any Acquisition Proposal or furnish any non-public information in connection with or for the purpose of soliciting, initiating or knowingly encouraging any proposal or inquiry that constitutes, or is would reasonably likely be expected to lead to, an Acquisition Proposal; , or, subject to Section 5.4(b), (iii) other than informing Persons of the existence of the provisions contained in this Section 5.4, enter into, continue conduct or participate engage in any discussions or negotiations with, disclose any negotiations regarding any Acquisition Proposal or any proposal or inquiry that is reasonably likely non-public information relating to lead to an Acquisition Proposal; (iii) approve, endorse or recommend or enter into an Acquisition Proposal or any letter of intent, acquisition agreement, memorandum of understanding or other Contract contemplating an Acquisition Proposal, requiring the Company to abandon or terminate its obligations under this Agreement; (iv) except where the Board determines in good faith (after consultation with its financial advisors and legal counsel) that the failure to take such action would be inconsistent with the Company Board’s fiduciary duties under applicable Law, release or permit the release of any Person from, or waive or permit the waiver of any provision of, or fail to enforce or cause to be enforced, any “standstill” agreement to which the Company or any of the Company Subsidiaries are a party; to, afford access to the business, properties, assets, books or records of the Company or any of the Company Subsidiaries to or otherwise cooperate in any way with, or knowingly assist, participate in, facilitate or encourage any effort by, any third party that is seeking to make, or has made, any Acquisition Proposal, (ii) (A) amend or grant any waiver or release under any standstill or similar agreement with respect to any class of equity securities of the Company or any of the Company Subsidiaries (other than provisions in such obligations customarily referred to as “don’t ask” provisions) or (vB) approve any transaction under, or any third party becoming an “interested stockholder” under, Section 203 of Delaware Law, (iii) enter into any agreement in principle, letter of intent, term sheet, acquisition agreement, merger agreement, option agreement, joint venture agreement, partnership agreement or other Contract relating to any Acquisition Proposal or enter into any agreement or agreement in principle requiring the Company to abandon, terminate or fail to consummate the transactions contemplated hereby or breach its obligations under this Agreement, or (iv) resolve, propose or agree to do any of the foregoing. The Without limiting the foregoing, it is understood that any act or omission by any Company shall, and shall cause Subsidiary or Representatives of the Company or any of the Company Subsidiaries and its and their respective Representatives to, immediately cease and cause to be terminated all discussions or negotiations with any Person previously conducted with respect to any Acquisition Proposal and shall promptly deliver that would have constituted a written notice to each Person that entered into a confidentiality agreement in anticipation of potentially making an Acquisition Proposal, to the effect that the Company is ending all discussions and negotiations with such Person with respect to any Acquisition Proposal, effective on the date hereof, and the notice shall also request such Person to promptly return or destroy all confidential information concerning the Company and the Company Subsidiaries in the manner indicated in such confidentiality agreements. (b) Notwithstanding anything in this Section 5.4 to the contrary, at any time prior to the Acceptance Time, in response to an unsolicited bona fide written Acquisition Proposal, which Acquisition Proposal was made or renewed on or after the date of this Agreement (and has not been withdrawn) and did not result from any breach of this Section 5.4, that the Company Board determines in good faith (after consultation with its financial advisor) constitutes 5.4 if committed or would reasonably be expected to result in a Superior Proposal, the Company may, upon a good faith determination omitted by the Company Board (after consultation with outside counsel) that failure to take such action would be reasonably likely to be inconsistent with the Company Board’s fiduciary duties under applicable Law: (A) furnish information with respect to the Company and the Company Subsidiaries to the Person making such Acquisition Proposal (and such Person’s Representatives); provided, however, that the Company and such Person enter into a customary confidentiality agreement that contains provisions that are not less favorable in the aggregate to the Company that those contained in the Confidentiality Agreement; and provided further, that (x) prior to or concurrently with furnishing any such information to, or entering into discussions with, such Person, Parent receives written notice from the Company or the identity of such Person and the Company’s intention to furnish information to, or enter into discussions with, such Person and (y) any non-public information concerning the Company or any Company Subsidiary provided or made available to the Person making such Acquisition Proposal shall (along with a copy of the executed confidentiality agreement), to the extent not previously provided to Purchaser or Parent, be concurrently provided or made available to Purchaser or Parent; and (B) participate in discussions or negotiations with the Person making such Acquisition Proposal (and its Representatives) regarding such Acquisition Proposal or Acquisition Inquiry. (c) The Company shall promptly advise Parent in writing, in no event later than 36 hours after receipt of any Acquisition Proposal or Acquisition Inquiry and shall indicate and provide the identity of the Person making such Acquisition Proposal or Acquisition Inquiry, a copy of all material written materials provided by the third-party in connection with the submission of such Acquisition Proposal or Acquisition Inquiry and a written summary of all material oral communications made by any Person in connection with such Acquisition Proposal or Acquisition Inquiry, and thereafter shall keep Parent reasonably informed of all material developments affecting the status and the material terms of any such Acquisition Proposal or Acquisition Inquiry. (d) Neither the Company Board (nor any committee thereof) shall: (A) fail to make, withhold, withdraw, amend, qualify or modify in a manner adverse to Parent, or publicly propose to withhold, withdraw, amend, qualify or modify in a manner adverse to Parent, the Company Board Recommendation (including any failure to include the Company Board Recommendation in the Schedule 14D-9, when mailed); (B) adopt, approve, recommend, endorse or otherwise declare advisable (or make any public announcement of its decision to adopt, approve, recommend or otherwise declare advisable) the adoption of any Acquisition Proposal (each such foregoing action or failure to act in clauses (A) and (B) being referred to as a “Change in Company Board Recommendation”). Notwithstanding the foregoing, the Company Board may, at any time prior to the earlier of the Acceptance Time, take any of the actions set forth in Sections 5.4(d)(i)-(iii) below; provided, however, that prior to taking any such action, the Company complies with Section 5.4(e) of this Agreement: (i) effect a Change in Company Board Recommendation in response to a Change in Circumstance if the Company Board concludes in good faith, after consultation with outside counsel, that the failure to take such action would be inconsistent with its fiduciary duties under applicable Law; (ii) effect a Change in Company Board Recommendation in response to an Acquisition Proposal if the Company Board concludes in good faith, after consultation with outside counsel, that the failure to take such action would be inconsistent with its fiduciary duties under applicable Law and the Company Board concludes in good faith, after consultation with the Company’s financial advisor, that the Acquisition Proposal constitutes a Superior Proposal; and (iii) terminate this Agreement pursuant to Section 7.1(g) (and, if applicable, enter into a Company Acquisition Agreement), if the Company receives an Acquisition Proposal that the Company Board concludes in good faith, after consultation with the Company’s financial advisor, constitutes a Superior Proposal and the Company Board concludes in good faith, after consultation with outside counsel, that the failure to enter into such definitive agreement would be inconsistent with its fiduciary duties under applicable Law. (e) Notwithstanding anything to the contrary set forth in Section 5.4(d), the Company shall not be entitled to: (i) make a Change in Company Board Recommendation pursuant to Section 5.4(d)(i) or Section 5.4(d)(ii); or (ii) terminate this Agreement (and, if applicable, enter into any Company Acquisition Agreement) pursuant to Section 5.4(d)(ii), unless: (A) in the case of Change in Recommendation under Section 5.4(d)(i), a Change in Circumstance shall have occurred, and, in the case of a Change in Recommendation under Section 5.4(d)(ii) or termination under Section 5.4(d)(iii), the Acquisition Proposal did not result from a breach of Sections 5.4(a)–(c); (B) the Company Board makes the determination set forth in Section 5.4(d)(i) in response to a Change in Circumstance and the determination set forth in Section 5.4(d)(ii) or Section 5.4(d)(iii), as applicable, in response to an Acquisition Proposal; (C) the Company shall have first provided prior written notice to Parent that it is prepared to (x) make a Change in Company Board Recommendation in response to a Change in Circumstance or in response to a Superior Proposal (as applicable, a “Recommendation Change Notice”), or (y) terminate this Agreement pursuant to Section 7.1(g) in response to a Superior Proposal (a “Superior Proposal Notice”), which written notice shall be provided at least three (3) Business Days prior to making any such Change in Company Board Recommendation, which notice shall, if the basis for the proposed action by the Company Board is in response to a Change in Circumstance, contain a description of the events, facts and circumstances giving rise to such Change in Circumstance and the reason for the Change in Board Recommendation or, if the basis for the proposed action by the Company Board is a Superior Proposal, contain a description of the material terms and conditions of such Superior Proposal, including a copy of the then current draft of the Company Acquisition Agreement setting forth such Superior Proposal and all other material documents relating to such Superior Proposal (it being understood and agreed that the delivery of such notice shall not, in and of itself, be deemed to be a Change in Company Board Recommendation); (D) Parent does not make, within three (3) Business Days after the receipt breach of such notice, a binding proposal that would, in the good-faith judgment of the Company Board (after consultation with outside counsel and, in the case of a Superior Proposal, the Company’s financial advisor), cause such Change in Circumstance to no longer form the basis for the Company Board to effect a Change in Company Board Recommendation or cause the offer previously constituting a Superior Proposal to no longer constitute a Superior Proposal, as the case may be (provided, that, the Company have negotiated in good-faith with Parent (and caused its Representatives to negotiate with Parent) with respect to such proposed revisions or other proposal, if any, so that, with respect to Section 5.4(d)(ii) and Section 5.4(d)(iii) such Acquisition Proposal would cease to constitute a Superior Proposal and with respect to Section 5.4(d)(i), so that such Change in Circumstance would no longer necessitate a Change in Board Recommendation); and (E) if the Company intends to terminate this Agreement to enter into the Company Acquisition Agreement, the Company shall have complied with Section 7.1(g). Any material changes with respect to the financial terms of such Superior Proposal occurring prior to the Company’s effecting a Change in Company Board Recommendation or terminating this Agreement pursuant to Section 7.1(g) shall require the Company to provide to Parent a new Recommendation Change Notice or Superior Proposal Notice and a new two (2) Business Day period. (f) Nothing contained in this Section 5.4 or elsewhere in this Agreement shall prohibit the Company from (i) taking and disclosing to the Company’s stockholders a position contemplated by Rule 14d-9, Rule 14e-2(a) or Item 1012(a) of Regulation M-A promulgated under the Exchange Act; or (ii) making any disclosure to the Company’s stockholders with regard to an Acquisition Proposal if, in the good-faith judgment of the Company Board, after consultation with outside counsel, failure to so disclose would be inconsistent with its fiduciary duties under applicable Law; provided, however, that this Section 5.4(f) shall not affect the obligations of the Company and the Company Board and the rights of Purchaser and Parent under Section 5.4(d) and Section 5.4(e) of this Agreement.5.4(a)

No Solicitation by the Company; Other Offers. (a) Until Subject to Section 5.3(b), from the Agreement Date until the earlier of the Acceptance Effective Time and the date on which this Agreement is terminated pursuant to Section 7.1, the Company and the Company Subsidiaries shall not, and nor shall not it authorize or knowingly permit their respective any of its Representatives to, directly or indirectly, except as otherwise provided below in this Section 5.4: (i) solicit, initiate or knowingly encourage or furnish any non-public information in connection with knowingly facilitate the making, submission or for the purpose announcement of soliciting, initiating or knowingly encouraging any proposal or inquiry that constitutes, or is reasonably likely to lead to, an Acquisition Proposal; (ii) other than informing Persons of the existence of the provisions contained in this Section 5.45.3, enter into, continue or participate in any discussions or any negotiations regarding any Acquisition Proposal or furnish to any Person any non-public information in connection with or for the purpose of knowingly encouraging or knowingly facilitating any Acquisition Proposal; or (iii) enter into any letter of intent, acquisition agreement or similar agreement with respect to any Acquisition Proposal or with respect to any proposal or inquiry offer that is would reasonably likely be expected to lead to an Acquisition Proposal; (iii) approve, endorse or recommend or enter into an Acquisition Proposal or any letter of intent, acquisition agreement, memorandum of understanding or other Contract contemplating an Acquisition Proposal, requiring the Company to abandon or terminate its obligations under this Agreement; (iv) except where the Board determines in good faith (after consultation with its financial advisors and legal counsel) that the failure to take such action would be inconsistent with the Company Board’s fiduciary duties under applicable Law, release or permit the release of any Person from, or waive or permit the waiver of any provision of, or fail to enforce or cause to be enforced, any “standstill” agreement to which the Company or any of the Company Subsidiaries are a party; or (v) resolve, propose or agree to do any of the foregoing. The Company shall, and shall cause the Company Subsidiaries each of its directors and officers to, and shall direct its and their respective other Representatives to, immediately cease and cause to be terminated all discussions or negotiations with any Person previously conducted with respect to any Acquisition Proposal and shall promptly deliver a written notice require such Persons to each Person that entered into a confidentiality agreement in anticipation return or destroy, and to cease producing access to said Persons or their Representatives to, any non-public information of potentially making an Acquisition Proposal, or relating to the effect that Company promptly after the Closing. Nothing in this Section 5.3 shall prohibit the Company is ending all discussions and negotiations with from granting waivers of any “standstill” provision to the limited extent that such Person with respect provision would otherwise prohibit the counterparty thereto from making a confidential Acquisition Proposal directly to any Acquisition Proposal, effective on the date hereof, and the notice shall also request such Person to promptly return or destroy all confidential information concerning the Company and Board in accordance with the terms of this Section 5.3, in which case the Company Subsidiaries shall similarly waive or terminate any “standstill” provision applicable to Parent contained in the manner indicated in such confidentiality agreementsConfidentiality Agreement. (b) Notwithstanding anything in this Section 5.4 to the contrarycontrary contained in Section 5.3(a), if at any time prior to the Acceptance Timedate which is thirty (30) days after the Agreement Date (the “Window Shop Date”), in response to (i) the Company, or any of its Representatives receives an unsolicited bona fide written Acquisition ProposalProposal from any Person or group (other than HIG AERT, which Acquisition Proposal was made LLC or renewed on or after the date of this Agreement (and has not been withdrawnits Affiliate) and that did not result from any a material breach of this Section 5.45.3, that and (ii) the Company Board (or a duly authorized committee thereof) determines in good faith (faith, after consultation with its independent financial advisor) advisors and outside legal counsel, that such Acquisition Proposal constitutes or would reasonably be expected to result in lead to a Superior Proposal, Proposal and that the Company may, upon a good faith determination by the Company Board (after consultation with outside counsel) that failure to take such action the actions described in clause (A) or (B) below would be reasonably likely to be inconsistent with the Company Board’s its fiduciary duties under applicable Law: , then the Company, the Company Board (or a duly authorized committee thereof) shall be permitted to (A) furnish information with respect to the Company and the Company Subsidiaries to the Person making such or group who has made the Acquisition Proposal (and such Person’s Representatives)Proposal; provided, however, that the Company and such Person enter into a customary confidentiality agreement that contains provisions that are not less favorable in the aggregate to the Company that those contained in the Confidentiality Agreement; and provided further, that (x) prior to or concurrently with furnishing any such information to, or entering into discussions with, such Person, Parent receives written notice from the Company or the identity of such Person shall promptly (and the Company’s intention in any event within twenty-four (24) hours) provide to furnish information to, or enter into discussions with, such Person and (y) Parent any non-public information concerning the Company that is provided to such Person or any group and that was not previously provided to Parent, (y) the Company Subsidiary provided shall have entered into an Acceptable Confidentiality Agreement with such Person or made available to group, and (z) if the Person making such Acquisition Proposal shall (along with is a copy competitor of the executed confidentiality agreement)Company, the Company shall not provide any commercially sensitive non-public information to such Person in connection with any actions permitted by this Section 5.3(b) other than in accordance with “clean team” or other similar procedures designed to limit any adverse effect on the extent not previously provided to Purchaser or ParentCompany of the sharing of such information, be concurrently provided or made available to Purchaser or Parent; and (B) participate engage in discussions or negotiations with the such Person making or group regarding such Acquisition Proposal (and waive such Person’s or group’s noncompliance with the provisions of any “standstill” agreement solely to permit such discussions and negotiations). The Company will keep Parent reasonably apprised in all material respects on a reasonably current basis of the status and content of any material discussions regarding any Acquisition Proposal with any Person or group. The Company will notify Parent in writing promptly after receipt (and in any event within twenty four (24) hours) by the Company (or any of its Representatives) regarding such Acquisition Proposal or Acquisition Inquiry. (c) The Company shall promptly advise Parent in writing, in no event later than 36 hours after receipt of any Acquisition Proposal (or Acquisition Inquiry material modification or amendment thereof), or the granting of any access to non-public information of the Company or access to their books and records, business property or assets and such notice shall indicate and provide specify the identity of the Person making such the Acquisition Proposal or Acquisition Inquiry, a copy of all material written materials provided by the third-party in connection with the submission of receiving such Acquisition Proposal or Acquisition Inquiry and a written summary of all material oral communications made by any Person in connection with such Acquisition Proposal or Acquisition Inquiry, and thereafter shall keep Parent reasonably informed of all material developments affecting the status access and the material terms and conditions thereof. The Company will keep Parent informed, on a reasonably current basis, of the status of any such Acquisition Proposal or access (including the material terms and conditions thereof and any material modifications thereto). The Company shall provide Parent with at least forty-eight (48) hours prior notice of any meeting of the Company Board at which the Company Board is reasonably expected to consider any Acquisition InquiryProposal. The Company agrees that it will not enter into any confidentiality agreement after the Agreement Date that would prevent the Company from complying with this Section 5.3(b). (dc) Neither Except as otherwise provided in this Agreement (including Section 5.3(d) or Section 5.3(e)), neither the Company Board (nor any duly authorized committee thereof) thereof shall: (Ai)(A) fail to make, withhold, withdraw, amend, qualify withdraw or rescind (or modify or qualify in a manner adverse to ParentParent or Merger Sub), the Company Board Recommendation; (B) adopt, approve or recommend, or publicly propose to withholdadopt, withdrawapprove or recommend, amend, qualify or modify in a manner adverse to Parent, the Company Board Recommendation any Acquisition Proposal; (including any failure C) fail to include the Company Board Recommendation in the Schedule 14D-9, Proxy Statement if and when mailed)disseminated to the holders of Company Shares; (BD) adoptin the event a tender offer that constitutes an Acquisition Proposal subject to Regulation 14D under the Exchange Act is commenced, approvefail to recommend against such Acquisition Proposal in any solicitation or recommendation statement made on Schedule 14D-9 within ten (10) Business Days of such commencement thereof, recommend, endorse or otherwise declare advisable (or E) make any public announcement of its decision to adopt, approve, recommend or otherwise declare advisable) statement inconsistent with the adoption of Company Board Recommendation (any Acquisition Proposal action described in this clause (each such foregoing action or failure to act in clauses (A) and (Bi) being referred to herein as an “Adverse Recommendation Change”); or (ii) approve, cause or authorize or permit the Company to execute or enter into, any letter of intent, memorandum of understanding, agreement in principle, agreement or commitment (other than an Acceptable Confidentiality Agreement) with any Person or group from whom the Company has received an Acquisition Proposal (a “Change in Company Board RecommendationAcquisition Agreement”). , or resolve, agree or publicly propose to take any such action. (d) Notwithstanding anything to the foregoing, the Company Board may, contrary set forth in Section 5.3(c) or any other provision contained in this Agreement, (i) If at any time prior to the earlier of the Acceptance Time, take any of the actions set forth in Sections 5.4(d)(i)-(iii) below; provided, however, that prior to taking any such actionWindow Shop Date, the Company complies with Board (or a duly authorized committee thereof) may (A) make an Adverse Recommendation Change, or (B) terminate this Agreement pursuant to Section 5.4(e7.1(d)(ii) to accept such Superior Proposal, but only if, in either case of this Agreement: clause (iA) effect a Change in Company Board Recommendation in response to a Change in Circumstance if or (B), (1) the Company Board concludes (or a duly authorized committee thereof) determines in good faith, after consultation with its outside legal counsel, that the failure to make an Adverse Recommendation Change in response to the receipt of such Superior Proposal not involving a material breach of this Section 5.3 would reasonably be expected to be inconsistent with its fiduciary duties under applicable Law, (2) the Company provides Parent prior written notice of its intent to make an Adverse Recommendation Change or to terminate this Agreement pursuant to Section 7.1(d)(ii) at least four (4) Business Days prior to taking such action (which notice shall include a summary of the material terms of the Superior Proposal, the relevant proposed transaction agreements and any financing commitments relating thereto) (an “Adverse Recommendation Change Notice”) (it being understood that such Adverse Recommendation Change Notice shall not in itself be deemed an Adverse Recommendation Change), (3) during such four (4) Business Day period following Parent’s receipt of the Adverse Recommendation Change Notice, the Company shall, and shall cause its financial and legal advisors and other Representatives to, negotiate in good faith with Parent (if Parent desires to so negotiate) to make such adjustments in the terms and conditions of this Agreement that Parent proposes to make as would obviate the basis for an Adverse Recommendation Change or the termination of this Agreement pursuant to Section 7.1(d)(ii); (4) at the end of such four (4) Business Day period and taking into account any modifications to the terms of this Agreement proposed by Parent to the Company in a written, binding and irrevocable offer, the Company Board (or a duly authorized committee thereof) determines in good faith (after consultation with outside legal counsel) that the failure to make such an Adverse Recommendation Change or the failure to terminate this Agreement pursuant to Section 7.1(d)(ii) would reasonably be expected to be inconsistent with its fiduciary duties under applicable Law; and (5) in the event of any change to the material terms of such Superior Proposal, the Company shall, in each case, have delivered to Parent an additional notice consistent with that described in clause (1) above and the notice period shall have recommenced, except that the notice period in such case shall be two (2) Business Days. Any termination of this Agreement pursuant to Section 7.1(d)(ii) to enter into a definitive agreement for a Superior Proposal shall not relieve the Company of the obligation to pay the Termination Fee in full in accordance with Section 7.3(a). (ii) other than in connection with a Superior Proposal, the Company Board (or a duly authorized committee thereof) may make an Adverse Recommendation Change in response to an Intervening Event, if and only if: (A) the Company Board (or a duly authorized committee thereof) determines in good faith, after consultation with its outside legal counsel, that the failure to take such action would reasonably be expected to be inconsistent with its fiduciary duties under applicable Law; ; (iiB) effect a the Company then provides an Adverse Recommendation Change Notice to Parent at least four (4) Business Days prior to the taking of such action and not later than thirty (30) days after the Agreement Date and describing the Intervening Event that is the basis for such action in reasonable detail (it being understood that such Adverse Recommendation Change Notice shall not itself be deemed an Adverse Recommendation Change); (C) during the four (4) Business Day period following Parent’s receipt of the Adverse Recommendation Change Notice related to the Intervening Event, the Company Board shall, and shall cause its financial and legal advisors and other Representatives to, negotiate with Parent (if Parent desires to so negotiate) to make such adjustments in the terms and conditions of this Agreement that Parent proposes to make as would obviate the basis for an Adverse Recommendation in response to an Acquisition Proposal if Change; and (D) following the end of such four (4) Business Day period, the Company Board concludes (or a duly authorized committee thereof) shall then have determined in good faith, after consultation with outside counseltaking into account any changes to the terms of this Agreement proposed by Parent to the Company in a written, binding and irrevocable offer in response to the Adverse Recommendation Change Notice, that the failure to take effect an Adverse Recommendation Change in response to such action Intervening Event would reasonably be inconsistent with its fiduciary duties under applicable Law and the Company Board concludes in good faith, after consultation with the Company’s financial advisor, that the Acquisition Proposal constitutes a Superior Proposal; and (iii) terminate this Agreement pursuant expected to Section 7.1(g) (and, if applicable, enter into a Company Acquisition Agreement), if the Company receives an Acquisition Proposal that the Company Board concludes in good faith, after consultation with the Company’s financial advisor, constitutes a Superior Proposal and the Company Board concludes in good faith, after consultation with outside counsel, that the failure to enter into such definitive agreement would be inconsistent with its fiduciary duties under applicable Law. (e) Notwithstanding anything to the contrary set forth in Section 5.4(d), the Company shall not be entitled to: (i) make a Change in Company Board Recommendation pursuant to Section 5.4(d)(i) or Section 5.4(d)(ii); or (ii) terminate this Agreement (and, if applicable, enter into any Company Acquisition Agreement) pursuant to Section 5.4(d)(ii), unless: (A) in the case of Change in Recommendation under Section 5.4(d)(i), a Change in Circumstance shall have occurred, and, in the case of a Change in Recommendation under Section 5.4(d)(ii) or termination under Section 5.4(d)(iii), the Acquisition Proposal did not result from a breach of Sections 5.4(a)–(c); (B) the Company Board makes the determination set forth in Section 5.4(d)(i) in response to a Change in Circumstance and the determination set forth in Section 5.4(d)(ii) or Section 5.4(d)(iii), as applicable, in response to an Acquisition Proposal; (C) the Company shall have first provided prior written notice to Parent that it is prepared to (x) make a Change in Company Board Recommendation in response to a Change in Circumstance or in response to a Superior Proposal (as applicable, a “Recommendation Change Notice”), or (y) terminate this Agreement pursuant to Section 7.1(g) in response to a Superior Proposal (a “Superior Proposal Notice”), which written notice shall be provided at least three (3) Business Days prior to making any such Change in Company Board Recommendation, which notice shall, if the basis for the proposed action by the Company Board is in response to a Change in Circumstance, contain a description of the events, facts and circumstances giving rise to such Change in Circumstance and the reason for the Change in Board Recommendation or, if the basis for the proposed action by the Company Board is a Superior Proposal, contain a description of the material terms and conditions of such Superior Proposal, including a copy of the then current draft of the Company Acquisition Agreement setting forth such Superior Proposal and all other material documents relating to such Superior Proposal (it being understood and agreed that the delivery of such notice shall not, in and of itself, be deemed to be a Change in Company Board Recommendation); (D) Parent does not make, within three (3) Business Days after the receipt of such notice, a binding proposal that would, in the good-faith judgment of the Company Board (after consultation with outside counsel and, in the case of a Superior Proposal, the Company’s financial advisor), cause such Change in Circumstance to no longer form the basis for the Company Board to effect a Change in Company Board Recommendation or cause the offer previously constituting a Superior Proposal to no longer constitute a Superior Proposal, as the case may be (provided, that, the Company have negotiated in good-faith with Parent (and caused its Representatives to negotiate with Parent) with respect to such proposed revisions or other proposal, if any, so that, with respect to Section 5.4(d)(ii) and Section 5.4(d)(iii) such Acquisition Proposal would cease to constitute a Superior Proposal and with respect to Section 5.4(d)(i), so that such Change in Circumstance would no longer necessitate a Change in Board Recommendation); and (E) if the Company intends to terminate this Agreement to enter into the Company Acquisition Agreement, the Company shall have complied with Section 7.1(g). Any material changes with respect to the financial terms of such Superior Proposal occurring prior to the Company’s effecting a Change in Company Board Recommendation or terminating this Agreement pursuant to Section 7.1(g) shall require the Company to provide to Parent a new Recommendation Change Notice or Superior Proposal Notice and a new two (2) Business Day period. (f) Nothing contained in this Section 5.4 or elsewhere in this Agreement shall prohibit the Company from or the Company Board (or a duly authorized committee thereof) from: (i) taking and disclosing to the Company’s stockholders of the Company a position contemplated by Rule 14d-9, Rule 14e-2(a) under the Exchange Act or making a statement contemplated by or otherwise complying with Item 1012(a) of Regulation M-A promulgated or Rule 14d-9 under the Exchange Act; or (ii) making any disclosure to the Company’s stockholders with regard to an Acquisition Proposal if, in the good-faith judgment of the Company Boardif the Company Board (or a duly authorized committee thereof) determines in good faith, after consultation with its outside legal counsel, that the failure to so disclose make such disclosure would be reasonably likely to be inconsistent with its fiduciary duties under applicable Law; provided, however, that nothing in this Section 5.4(f5.3(e) shall not affect be deemed to modify or supplement the obligations definition of (or the Company and the Company Board and the rights of Purchaser and Parent under requirements pursuant to this Section 5.4(d5.3 with respect to an) and Section 5.4(e) of this AgreementAdverse Recommendation Change.

No Solicitation by the Company; Other Offers. (a) Until From and after the Agreement Date, until the earlier of the Acceptance Effective Time and the date on which this Agreement is terminated pursuant to Section 7.1, the Company and the Company Subsidiaries shall not, and shall not authorize or knowingly permit cause the Company Subsidiaries to, and it shall instruct its and their respective Representatives not to, directly or indirectlyindirectly including through another Person, except as otherwise provided below in this Section 5.4: (i) solicit, initiate or knowingly encourage or furnish any non-public information in connection with or for the purpose of soliciting, initiating or knowingly encouraging any proposal or inquiry that constitutes, or is would reasonably likely be expected to lead to, an Acquisition Proposal; (ii) other than informing Persons of the existence of the provisions contained in this Section 5.4, enter into, continue or participate in any discussions or any negotiations regarding any Acquisition Proposal or any proposal or inquiry that is would reasonably likely be expected to lead to an Acquisition Proposal; (iii) approve, endorse or recommend or enter into an Acquisition Proposal or any letter of intent, acquisition agreementintent (whether binding or non-binding), memorandum of understanding or other Contract contemplating an Acquisition Proposal, requiring Proposal or that would reasonably be expected to lead the Company to abandon or terminate its obligations under this Agreement; or (iv) except where the Board determines in good faith (after consultation with its financial advisors and legal counsel) that the failure to take such action would be inconsistent with the Company Board’s fiduciary duties under applicable Law, release or permit the release of any Person from, or waive or permit the waiver of any provision of, or fail to enforce or cause to be enforced, any “standstill” agreement to which the Company or any of the Company Subsidiaries are a party; or (v) resolve, propose or agree to do any of the foregoing. The From and after the Agreement Date, the Company shall, and shall cause the Company Subsidiaries and its and their respective Representatives to, immediately cease and cause to be terminated all discussions or negotiations with any Person previously conducted with respect to any Acquisition Proposal and Proposal. The Company shall promptly deliver a written notice to each Person that entered into a confidentiality agreement be responsible for any action taken by its Representatives acting in anticipation their authorized capacities on behalf of potentially making an Acquisition Proposal, to the effect that the Company is ending all discussions and negotiations with such Person with respect to any Acquisition Proposal, effective on that would violate this Section 5.4 if taken by the date hereof, and the notice shall also request such Person to promptly return or destroy all confidential information concerning the Company and the Company Subsidiaries in the manner indicated in such confidentiality agreementsCompany. (b) Notwithstanding anything in this Section 5.4 to the contrary, at any time prior to the Acceptance Time, in response to (i) an unsolicited bona fide written Acquisition Proposal, which Acquisition Proposal was that is first made or renewed on or after the date of this Agreement (and has not been withdrawn) and did not result from any breach of this Section 5.4, that the Company Board determines in good faith (after consultation with its financial advisor) constitutes or would could reasonably be expected to result in a Superior Proposal; or (ii) an unsolicited inquiry relating to an Acquisition Proposal by a Person that the Company Board determines in good faith is credible and reasonably capable of making a Superior Proposal (an “Inquiry”), the Company may, upon a good faith determination by the Company Board (after consultation with its outside counsel) that failure to take such action would be reasonably likely to be inconsistent with the Company Board’s fiduciary duties under applicable LawLaw and (after consultation with its financial advisor) that such Acquisition Proposal or Inquiry constitutes or would reasonably be expected to result in a Superior Proposal: (A) furnish information with respect to the Company and the Company Subsidiaries to the Person making such Acquisition Proposal or Inquiry (and such Person’s Representatives); provided, however, that the Company and such Person enter into a customary confidentiality agreement that contains provisions that are not is on terms no less favorable in the aggregate to the Company that those contained in than the Confidentiality AgreementAgreement (but that need not contain “standstill” or similar restrictions); and provided further, that (x) prior to or concurrently with furnishing any such information to, or entering into discussions with, such Person, Parent receives written notice from the Company or the identity of such Person and the Company’s intention to furnish information to, or enter into discussions with, such Person and (y) any material non-public information concerning the Company or any Company Subsidiary provided or made available to the Person making such Acquisition Proposal shall (along with a copy of the executed confidentiality agreement)shall, to the extent not previously provided to Purchaser or Parent, be concurrently provided or made available to Purchaser or ParentParent as promptly as reasonably practicable after it is provided to such Person making such Acquisition Proposal; and (B) participate in discussions or negotiations with the Person making such Acquisition Proposal or Inquiry (and its Representatives) regarding such Acquisition Proposal or Inquiry. Prior to the Acceptance Time, the Company will not be required to enforce, and will be permitted to waive, any provision of any standstill or confidentiality agreement that prohibits or purports to prohibit an Acquisition InquiryProposal being made to the Company if the Company Board determines in good faith, after consultation with the Company’s outside legal counsel, that the failure to take such action would be reasonably likely to be inconsistent with the Company Board’s fiduciary duties under applicable Law. Notwithstanding anything to the contrary contained in this Agreement, provided that the Company has complied with Section 5.4(a), the Company and its Representatives may (x) following the receipt of an Acquisition Proposal, contact the Person making such Acquisition Proposal solely to clarify and understand the terms and conditions of such Acquisition Proposal made by such Person or (y) direct any such Person to this Agreement, including the specific provisions of Section 5.4(a). (c) The Company shall promptly advise Parent in writing, in no event later than 36 forty-eight (48) hours after receipt of any Acquisition Proposal or Acquisition Inquiry and shall indicate and provide the identity of the Person making such Acquisition Proposal or Acquisition Inquiry, a copy of all material written materials provided Inquiry (unless prohibited by the third-party terms of a confidentiality or other similar agreement in connection with effect as of the submission date hereof) and the material terms and conditions of such Acquisition Proposal any proposal or Acquisition Inquiry and a written summary offer or the nature of all material oral communications made by any Person in connection with such Acquisition Proposal inquiries or Acquisition Inquirycontacts, and thereafter shall keep Parent reasonably informed of all material developments affecting the status of and any material changes to the material terms of any such Acquisition Proposal or Acquisition Inquiry. (d) Neither the The Company Board (nor any committee thereof) shallshall not: (A) fail to make, withhold, withdraw, amend, qualify amend or modify in a manner adverse to Parent, or publicly propose to withhold, withdraw, amend, qualify amend or modify in a manner adverse to Parent, the Company Board Recommendation (including any failure to include the Company Board Recommendation in the Schedule 14D-9, when mailed)Recommendation; (B) adopt, approve, recommend, endorse or otherwise declare advisable (or make any public announcement of its decision to adopt, approve, recommend or otherwise declare advisable) the adoption of any Acquisition Proposal Proposal; or (C) resolve, agree or publicly propose to take any such actions (each such foregoing action or failure to act in clauses (A) and through (BC) being referred to as a “Change in Company Board Recommendation”). Notwithstanding the foregoing, the Company Board may, at any time prior to the earlier of the Acceptance Time, take any of the actions set forth in Sections 5.4(d)(i)-(iii) below; below (provided, however, that prior to taking any such action, the Company complies with Section 5.4(e) of this Agreement:): (i) if there is an Intervening Event, effect a Change in Company Board Recommendation in response to a Change in Circumstance if the Company Board concludes in good faith, after consultation with outside counsel, that the failure to take such action would be reasonably likely to be inconsistent with its the Company Board’s fiduciary duties under applicable Law; (ii) effect a Change in Company Board Recommendation in response to an Acquisition Proposal that did not result from a material breach of the Company’s obligations under this Section 5.4 if the Company Board concludes in good faith, after consultation with outside counsel, that the failure to take such action would be reasonably likely to be inconsistent with its the Company Board’s fiduciary duties under applicable Law and the Company Board concludes in good faith, after consultation with the Company’s financial advisor, that the Acquisition Proposal constitutes a Superior Proposal; and (iii) terminate this Agreement pursuant to Section 7.1(g7.1(h) (and, if applicable, enter into a Company Acquisition Agreement), if the Company receives an Acquisition Proposal that the Company Board concludes in good faith, after consultation with the Company’s financial advisor, constitutes a Superior Proposal and the Company Board concludes in good faith, after consultation with outside counsel, that the failure to enter into such definitive agreement would be reasonably likely to be inconsistent with its the Company Board’s fiduciary duties under applicable Law. (e) Notwithstanding anything to the contrary set forth in Section 5.4(d), the Company shall not be entitled to: (i) make a Change in Company Board Recommendation pursuant to Section 5.4(d)(i) or Section 5.4(d)(ii); or (ii) terminate this Agreement (and, if applicable, enter into any Company Acquisition Agreement) pursuant to Section 5.4(d)(ii5.4(d)(iii), unless: (A) in the case of Change in Recommendation under Section 5.4(d)(i), a Change in Circumstance shall have occurred, and, in the case of a Change in Recommendation under Section 5.4(d)(ii) or termination under Section 5.4(d)(iii), the Acquisition Proposal did not result from a breach of Sections 5.4(a)–(c); (B) the Company Board makes the determination set forth in Section 5.4(d)(i) in response to a Change in Circumstance and the determination set forth in Section 5.4(d)(ii) or Section 5.4(d)(iii), as applicable, in response to an Acquisition Proposal; (C) the Company shall have first provided prior written notice to Parent that it is prepared to (xI) make a Change in Company Board Recommendation in response to a Change in Circumstance or in response to a Superior Proposal (as applicable, a “Recommendation Change Notice”), or (yII) terminate this Agreement pursuant to Section 7.1(g7.1(h) in response to a Superior Proposal (a “Superior Proposal Notice”), which written notice shall be provided at least three (3) Business Days prior to making any such Change in Company Board Recommendation, which notice shall, if the basis for the proposed action by the Company Board is in response not related to a Change in CircumstanceSuperior Proposal, contain a description of the events, facts and circumstances Intervening Event giving rise to such Change in Circumstance and the reason for the Change in Board Recommendation proposed action or, if the basis for the proposed action by the Company Board is a Superior Proposal, contain a description of the material terms and conditions of such Superior Proposal, Proposal (including the identity of the Person making the Superior Proposal unless prohibited by the terms of a confidentiality or other similar agreement in effect as of the date hereof) and a copy of the then current draft of the Company Acquisition Agreement setting forth such Superior Proposal and all other material documents relating in the form to such Superior Proposal be entered into (it being understood and agreed that the delivery of such notice shall not, in and of itself, be deemed to be a Change in Company Board Recommendation); (DB) during the three (3) Business Day period commencing on the date of Parent’s receipt of such notice, the Company shall have made its Representatives reasonably available for the purpose of engaging in negotiations with Parent (to the extent Parent desires to negotiate) regarding a possible amendment of this Agreement or the Offer or a possible alternative transaction so that the Acquisition Proposal that is the subject of the Superior Proposal Notice ceases to be a Superior Proposal, and (C) (1) in the case of a Recommendation Change Notice, Parent does not make, within three (3) Business Days after the receipt of such notice, a binding proposal that would, in the good-faith judgment of the Company Board (after consultation with outside counsel and, in the case of a Superior Proposal, the Company’s financial advisorcounsel), cause such Change in Circumstance the Intervening Event to no longer form the basis for the Company Board to effect a Change in Company Board Recommendation or cause and (2) in the offer previously constituting case of a Superior Proposal Notice, after the expiration of the negotiation period described in clause (B) above, the Company Board shall have determined in good faith, after taking into account any amendments to no longer constitute this Agreement and the Offer that Parent and Purchaser have irrevocably agreed in writing to make as a result of the negotiations contemplated by clause (B) above, that (X) after consultation with the Company’s outside legal counsel and financial advisor, such Acquisition Proposal constitutes a Superior Proposal, as and (Y) after consultation with the case may be (provided, thatCompany’s outside legal counsel, the Company have negotiated in good-faith with Parent (and caused its Representatives failure to negotiate with Parent) with respect to such proposed revisions or other proposal, if any, so that, with respect to Section 5.4(d)(ii) and Section 5.4(d)(iii) such Acquisition Proposal would cease to constitute a Superior Proposal and with respect to Section 5.4(d)(i), so that such Change in Circumstance would no longer necessitate make a Change in Board Recommendation); and (E) if Recommendation and/or enter into such Company Acquisition Agreement would be reasonably likely to be inconsistent with the Company intends to terminate this Agreement to enter into the Company Acquisition Agreement, the Company shall have complied with Section 7.1(g)Board’s fiduciary duties under applicable Law. Any material changes with respect to the Intervening Event mentioned above, or material changes to the financial terms of such Superior Proposal Proposal, as the case may be, occurring prior to the Company’s effecting a Change in Company Board Recommendation or terminating this Agreement pursuant to Section 7.1(g7.1(h) shall require the Company to provide to Parent a new Recommendation Change Notice or Superior Proposal Notice and a new two three (23) Business Day period. (f) Nothing contained in this Section 5.4 or elsewhere in this Agreement shall prohibit the Company from (i) taking and disclosing to the Company’s stockholders a position contemplated by Rule 14d-9, Rule 14e-2(a) or Item 1012(a) of Regulation M-A promulgated under the Exchange Act; or (ii) making any disclosure to the Company’s stockholders with regard to of factual information regarding the business, financial condition or results of operations of the Company or the fact that an Acquisition Proposal has been made, the identity of the person making such Acquisition Proposal and the material terms of such Acquisition Proposal if, in the good-faith judgment of the Company Board, after consultation with outside counsel, failure to so disclose would be reasonably likely to be inconsistent with its the Company Board’s fiduciary duties under applicable Law; provided, however, that this Section 5.4(f) shall not affect the obligations of the Company and the Company Board and the rights of Purchaser and Parent under Section 5.4(d) and Section 5.4(e) of this Agreement, to the extent applicable to such disclosure (it being understood that neither any “stop, look and listen” letter or similar communication of the type contemplated by Rule 14d-9(f) under the Exchange Act, nor any accurate disclosure of such factual information (other than the Company or the Company Board taking any action set forth in Section 5.4(d) and Section 5.4(e) of this Agreement) to the Company’s stockholders that is required to be made to such stockholders under applicable Law or in satisfaction of the Company Board’s fiduciary duties or applicable Law, shall in and of itself be deemed to be a Change in Company Board Recommendation).

No Solicitation by the Company; Other Offers. (a) Until Subject to Section 4.4(b), from the earlier of Agreement Date until the Acceptance Effective Time and or, if earlier, the date on which this Agreement is terminated pursuant to Section 7.16.1, the Company and the Company Subsidiaries shall not, and nor shall not it authorize or knowingly permit any of its Subsidiaries or any of its or their respective Representatives to, directly or indirectly, except as otherwise provided below in this Section 5.4indirectly through another Person: (i) solicit, initiate or knowingly encourage or furnish any non-public information in connection with or for the purpose of solicitingencourage, initiating knowingly induce or knowingly encouraging take any other action which would reasonably be expected to lead to, the making, submission or announcement of, any proposal or inquiry that constitutes, or is reasonably likely to lead to, an Acquisition Proposal; (ii) other than informing Persons of the existence of the provisions contained in this Section 5.4, enter into, continue or participate in any discussions or any negotiations regarding any Acquisition Proposal proposal that constitutes, or any proposal or inquiry that is would reasonably likely be expected to lead to an the making, submission or announcement of, any Acquisition Proposal; (iii) approvefurnish any non-public information regarding the Company to any Person in connection with or in response to an Acquisition Proposal or an inquiry that would reasonably be expected to lead to the making, endorse submission or announcement of an Acquisition Proposal; (iv) approve or recommend or enter into an Acquisition Proposal or any letter of intent, acquisition agreement, memorandum of understanding or other Contract contemplating an Acquisition Proposal, Proposal or requiring the Company to abandon or terminate its obligations under this Agreement; (iv) except where the Board determines in good faith (after consultation with its financial advisors and legal counsel) that the failure to take such action would be inconsistent with the Company Board’s fiduciary duties under applicable Law, release or permit the release of any Person from, or waive or permit the waiver of any provision of, or fail to enforce or cause to be enforced, any “standstill” agreement to which the Company or any of the Company Subsidiaries are a party; or (v) resolve, propose resolve or agree to do any of the foregoing. The Company shall, and shall cause the Company its Subsidiaries and its and their respective Representatives to, immediately cease and cause to be terminated all discussions or negotiations with any Person previously conducted with respect to any Acquisition Proposal and Proposal. The Company shall promptly deliver a written notice deny access to each Person that entered into a confidentiality agreement in anticipation of potentially making an Acquisition Proposal, any data room (whether virtual or actual) containing any confidential information previously furnished to any Third Party relating to the effect that the Company is ending all discussions and negotiations with such Person with respect to consideration of any Acquisition Proposal, effective on the date hereof, and the notice shall also request Proposal by any such Person to promptly return or destroy all confidential information concerning the Company and the Company Subsidiaries in the manner indicated in such confidentiality agreementsThird Party. (b) Notwithstanding anything in this Section 5.4 4.4 to the contrary, at any time prior to the Acceptance Timeadoption of this Agreement by the Required Stockholder Vote, in response to an unsolicited bona fide written Acquisition Proposal, which Acquisition Proposal was made or renewed on or after the date of this Agreement (and has in circumstances not been withdrawn) and did not result from any involving a material breach of this Section 5.4, Agreement that the Company Board determines in good faith (after consultation with outside legal counsel and its financial advisor) constitutes constitutes, or would reasonably be expected to result in in, a Superior Proposal, the Company may, upon a good faith determination by the Company Board (after consultation with receiving the advice of its outside legal counsel) that failure to take such action would reasonably be reasonably likely expected to be inconsistent with constitute a breach of the Company Board’s fiduciary duties to the Company’s stockholders under applicable LawLegal Requirements: (Ai) furnish information (including by providing access to a data room, whether virtual or actual) with respect to the Company and the Company Subsidiaries Acquired Corporations to the Person making such Acquisition Proposal (and such Person’s Representatives); provided, however, that the Company and such Person enter into a customary confidentiality agreement that contains provisions that are not less favorable in the aggregate to the Company that those contained in the Confidentiality Agreement; and provided further, that (x) prior to or concurrently with furnishing any all such information to, or entering into discussions with, such Person, Parent receives written notice from the Company or the identity of such Person and the Company’s intention to furnish information to, or enter into discussions with, such Person and (y) any non-public information concerning the Company or any Company Subsidiary provided or made available to the Person making such Acquisition Proposal shall (along with a copy of the executed confidentiality agreement), to the extent not have been previously provided to Purchaser Parent or Parent, be concurrently is provided or made available to Purchaser or ParentParent at substantially the same time that it is provided by the Company to such Person; and (Bii) participate in discussions or negotiations with the Person making such Acquisition Proposal (and its Representatives) regarding such Acquisition Proposal Proposal; and provided further, that, prior to taking any of the actions described in clauses (i) or Acquisition Inquiry(ii) above, the Company and such Person enter into a confidentiality agreement in customary form that is no less favorable in the aggregate to the Company than the Confidentiality Agreement. (c) The Company shall promptly advise (and in any event within twenty-four (24) hours) after receipt, notify Parent in writing, in no event later than 36 hours after receipt of any Acquisition Proposal, inquiry or request relating to an Acquisition Proposal or request for non-public information relating to an Acquisition Inquiry and shall Proposal and, in any such notice to Parent, indicate and provide the identity of the Person making such Acquisition Proposal Proposal, inquiry or Acquisition Inquiry, a copy request and the material terms and conditions of all material any proposal or offer or the nature of any inquiries or contacts (and shall include with such notice copies of any written materials provided by the third-party in connection with the submission received from or on behalf of such Acquisition Proposal Person that describe the material terms and conditions of such proposal, inquiry or Acquisition Inquiry request), and a written summary (i) promptly (and, in any event, within three (3) hours) after the meeting of all material oral communications made by any Person in connection with the Company Board to consider such Acquisition Proposal Proposal, shall notify Parent as to whether the Company intends to participate or Acquisition Inquiryengage in discussions or negotiations with, and thereafter or furnish nonpublic information to, such Person; (ii) shall keep Parent reasonably informed of all material developments affecting the status and the material terms of any such Acquisition Proposal proposals, inquiries and requests and (iii) shall promptly provide Parent with copies of any additional written materials that describe the material terms and conditions of such proposal, inquiry or Acquisition Inquiryrequest. (d) Neither The Company Board shall not: (i) fail to make the Company Board Recommendation to the Company’s stockholders (nor including through any committee thereoffailure to include the Company Board Recommendation in the Proxy Statement); (ii) shall: (A) fail to make, withhold, withdraw, amend, qualify amend or modify in a manner adverse to Parent, or publicly propose to withhold, withdraw, amend, qualify amend or modify in a manner adverse to Parent, the Company Board Recommendation Recommendation; (including any failure iii) in the event that an Acquisition Proposal is publicly announced or disclosed, fail to include publicly reaffirm the Company Board Recommendation in the Schedule 14D-9, when mailed)within ten (10) Business Days after Parent’s written request; (Biv) adopt, approve, approve or recommend, endorse or otherwise declare advisable (the adoption of, any Acquisition Proposal or make any public announcement of its decision publicly propose to adopt, approveapprove or recommend, recommend or otherwise declare advisable) advisable the adoption of of, any Acquisition Proposal Proposal; or (v) resolve to take any such actions (each such foregoing action or failure to act in clauses “(A) and i)” through “(B) v)” being referred to as a “Change in Company Board Recommendation”). Notwithstanding the foregoing, the Company Board may, at any time prior to the earlier adoption of this Agreement by the Acceptance TimeRequired Stockholder Vote, take any of the actions set forth in Sections 5.4(d)(i)-(iii4.4(d)(i)-(iii) below; provided, however, that prior to taking any such action, action the Company complies with Section 5.4(e4.4(e) of this Agreement: (i) effect a Change in Company Board Recommendation in response to an unsolicited bona fide written Acquisition Proposal in circumstances not involving a Change in Circumstance material breach of this Agreement that is not withdrawn if the Company Board concludes in good faith, after consultation with outside legal counsel, that the failure to take such action would reasonably be inconsistent with expected to constitute a breach of its fiduciary duties to the Company’s stockholders under applicable LawLegal Requirements and the Company Board concludes in good faith, after consultation with outside legal counsel and the Company’s financial advisor, that such Acquisition Proposal constitutes a Superior Proposal; (ii) effect a Change in Company Board Recommendation in response to an Acquisition Proposal if the Company Board concludes in good faith, after consultation with outside legal counsel, that the failure to take such action would reasonably be inconsistent with expected to constitute a breach of its fiduciary duties under applicable Law and the Company Board concludes in good faith, after consultation with to the Company’s financial advisor, that the Acquisition Proposal constitutes a Superior Proposalstockholders under applicable Legal Requirements; and (iii) terminate this Agreement pursuant to Section 7.1(g6.1(h) (and, if applicable, and enter into a Company Acquisition Agreement), but only if the Company receives an unsolicited, bona fide written Acquisition Proposal in circumstances not involving a material breach of this Agreement that is not withdrawn that the Company Board concludes in good faith, after consultation with outside legal counsel and the Company’s financial advisor, constitutes a Superior Proposal and the Company Board concludes in good faith, after consultation with outside legal counsel, that the failure to enter into such definitive agreement would reasonably be inconsistent with expected to constitute a breach of its fiduciary duties to the Company’s stockholders under applicable LawLegal Requirements. (e) Notwithstanding anything to the contrary set forth in Section 5.4(d4.4(d), the Company shall not be entitled to: (i) make a Change in Company Board Recommendation pursuant to Section 5.4(d)(i4.4(d)(i) or Section 5.4(d)(ii4.4(d)(ii); or (ii) terminate this Agreement (and, if applicable, and enter into any Company Acquisition Agreement) Agreement pursuant to Section 5.4(d)(ii4.4(d)(iii), unless: (A) in the case of Change in Recommendation under Section 5.4(d)(i), a Change in Circumstance shall have occurred, and, in the case of a Change in Recommendation under Section 5.4(d)(ii) or termination under Section 5.4(d)(iii), the Acquisition Proposal did not result from a breach of Sections 5.4(a)–(c); (B) the Company Board makes the determination set forth in Section 5.4(d)(i) in response to a Change in Circumstance and the determination set forth in Section 5.4(d)(ii) or Section 5.4(d)(iii), as applicable, in response to an Acquisition Proposal; (C) the Company shall have first provided prior written notice to Parent that it is prepared to (x1) make a Change in Company Board Recommendation in response to a Change in Circumstance or in response to a Superior Proposal (as applicable, a “Recommendation Change Notice”), ) or (y2) terminate this Agreement pursuant to Section 7.1(g6.1(h) in response to a Superior Proposal (a “Superior Proposal Notice”), which written notice shall be provided at least three (3) Business Days prior to making any such Change in Company Board Recommendation, which notice shall, if the basis for the proposed action by the Company Board is in response not related to a Change in CircumstanceSuperior Proposal, contain a description of the events, facts and circumstances giving rise to such Change in Circumstance and the reason for the Change in Board Recommendation proposed action or, if the basis for the proposed action by the Company Board is a Superior Proposal, contain a description of the material terms and conditions of such Superior Proposal, including a copy of the then current draft of the Company Acquisition Agreement setting forth such Superior Proposal and all other material documents relating in the form to such Superior Proposal be entered into (it being understood and agreed that the delivery of such notice shall not, in and of itself, be deemed to be a Change in Company Board Recommendation); (DB) the Company shall have offered to negotiate with (and, if accepted, negotiated in good faith with) Parent in making adjustments to the terms and conditions of this Agreement; and (C) Parent does not make, within three (3) Business Days after the receipt of such notice, a binding proposal that would, in the good-good faith judgment of the Company Board (after consultation with outside legal counsel and, in the case of a Superior Proposal, the Company’s financial advisor), cause such Change in Circumstance events, facts and circumstances to no longer form the basis for the Company Board to effect a Change in Company Board Recommendation or cause the offer Acquisition Proposal previously constituting a Superior Proposal to no longer constitute a Superior Proposal, as the case may be (provided, that, the Company have negotiated in good-faith with Parent (and caused its Representatives to negotiate with Parent) with respect to such proposed revisions or other proposal, if any, so that, with respect to Section 5.4(d)(ii) and Section 5.4(d)(iii) such Acquisition Proposal would cease to constitute a Superior Proposal and with respect to Section 5.4(d)(i), so that such Change in Circumstance would no longer necessitate a Change in Board Recommendation); and (E) if the Company intends to terminate this Agreement to enter into the Company Acquisition Agreement, the Company shall have complied with Section 7.1(g)be. Any material changes with respect to such events, facts or circumstances mentioned above, or material changes to the financial terms of such Superior Proposal Proposal, as the case may be, occurring prior to the Company’s effecting a Change in Company Board Recommendation in accordance with the terms hereof or terminating this Agreement pursuant to Section 7.1(g6.1(h) shall require the Company to provide to Parent a new Recommendation Change Notice or Superior Proposal Notice and a new two three (23) Business Day periodperiod in which to negotiate. (f) Nothing contained in this Section 5.4 4.4 or elsewhere in this Agreement shall prohibit the Company from from: (i) taking and disclosing to the Company’s stockholders a position contemplated by Rule 14d-9, Rule 14e-2(a) or Item 1012(a) of Regulation M-A promulgated under the Exchange Act; or (ii) making any disclosure to the Company’s stockholders with regard to an Acquisition Proposal if, in the good-good faith judgment of the Company Board, after consultation with outside legal counsel, failure to so disclose would reasonably be inconsistent with expected to constitute a breach of its fiduciary duties to the Company’s stockholders under applicable LawLegal Requirements; provided, however, that this Section 5.4(f4.4(f) shall not affect the obligations of the Company and the Company Board and the rights of Purchaser Parent and Parent Merger Sub under Section 5.4(dSections 4.4(d) and Section 5.4(e4.4(e) of this Agreement, to the extent applicable to such disclosure (it being understood that any “stop, look and listen” letter or similar communication of the type contemplated by Rule 14d-9(f) under the Exchange Act shall not be deemed to be a Change in Company Board Recommendation).

No Solicitation by the Company; Other Offers. Table of Contents (a) Until Subject to Section 5.4(b), until the earlier of the Acceptance Time and the date on which this Agreement is terminated pursuant to Section 7.1in accordance with its terms, the Company and the Company Subsidiaries shall not, and nor shall not it authorize any Company Subsidiary or knowingly permit any of its or their respective Representatives to, directly or indirectlyindirectly through another Person, except as otherwise provided below in this Section 5.4below: (i) solicit, initiate or take any action to knowingly encourage or furnish any non-public information in connection with knowingly induce or for facilitate the purpose of solicitingmaking, initiating submission or knowingly encouraging announcement of, any proposal or inquiry that constitutes, or is reasonably likely to lead to, an Acquisition Proposal; (ii) other than informing Persons of the existence of the provisions contained in this Section 5.4, enter into, continue or participate in any discussions or any negotiations regarding any Acquisition Proposal or furnish to any Person any non-public information or data with respect to or access to the properties of the Company in connection with an Acquisition Proposal; (iii) enter into any agreement, arrangement or understanding (other than a confidentiality agreement contemplated by Section 5.4(b)) with respect to any Acquisition Proposal or enter into any agreement requiring it to abandon, terminate or fail to consummate the Offer, the Merger and the other transactions contemplated by this Agreement; (iv) approve, endorse or recommend an Acquisition Proposal or any proposal or inquiry that is reasonably likely to lead to an any Acquisition Proposal; (iii) approve, endorse or recommend or enter into an Acquisition Proposal or any letter of intent, acquisition agreement, memorandum of understanding or other Contract contemplating an Acquisition Proposal, requiring the Company to abandon or terminate its obligations under this Agreement; (iv) except where the Board determines in good faith (after consultation with its financial advisors and legal counsel) that the failure to take such action would be inconsistent with the Company Board’s fiduciary duties under applicable Law, release or permit the release of any Person from, or waive or permit the waiver of any provision of, or fail to enforce or cause to be enforced, any “standstill” agreement to which the Company or any of the Company Subsidiaries are a party; or (v) resolve, propose or agree to do any of the foregoing. The Company shallWithout limiting the foregoing, and shall cause it is understood that any violation of the Company Subsidiaries and its and their respective Representatives to, immediately cease and cause to be terminated all discussions or negotiations with any Person previously conducted with respect to any Acquisition Proposal and shall promptly deliver a written notice to each Person that entered into a confidentiality agreement in anticipation of potentially making an Acquisition Proposal, to the effect that the Company is ending all discussions and negotiations with such Person with respect to any Acquisition Proposal, effective on the date hereof, and the notice shall also request such Person to promptly return or destroy all confidential information concerning the Company and the Company Subsidiaries in the manner indicated in such confidentiality agreements. (b) Notwithstanding anything in this Section 5.4 to the contrary, at any time prior to the Acceptance Time, in response to an unsolicited bona fide written Acquisition Proposal, which Acquisition Proposal was made or renewed on or after the date of this Agreement (and has not been withdrawn) and did not result from any breach of this Section 5.4, that the Company Board determines in good faith (after consultation with its financial advisor) constitutes or would reasonably be expected to result in a Superior Proposal, the Company may, upon a good faith determination foregoing restrictions by the Company Board (after consultation with outside counsel) that failure to take such action would be reasonably likely to be inconsistent with the Company Board’s fiduciary duties under applicable Law: (A) furnish information with respect to the Company and the Company Subsidiaries to the Person making such Acquisition Proposal (and such Person’s Representatives); provided, however, that the Company and such Person enter into a customary confidentiality agreement that contains provisions that are not less favorable in the aggregate to the Company that those contained in the Confidentiality Agreement; and provided further, that (x) prior to or concurrently with furnishing any such information to, or entering into discussions with, such Person, Parent receives written notice from the Company or the identity of such Person and the Company’s intention to furnish information to, or enter into discussions with, such Person and (y) any non-public information concerning the Company or any Company Subsidiary provided or made available to the Person making such Acquisition Proposal their respective Representatives shall (along with a copy of the executed confidentiality agreement), to the extent not previously provided to Purchaser or Parent, be concurrently provided or made available to Purchaser or Parent; and (B) participate in discussions or negotiations with the Person making such Acquisition Proposal (and its Representatives) regarding such Acquisition Proposal or Acquisition Inquiry. (c) The Company shall promptly advise Parent in writing, in no event later than 36 hours after receipt of any Acquisition Proposal or Acquisition Inquiry and shall indicate and provide the identity of the Person making such Acquisition Proposal or Acquisition Inquiry, a copy of all material written materials provided by the third-party in connection with the submission of such Acquisition Proposal or Acquisition Inquiry and a written summary of all material oral communications made by any Person in connection with such Acquisition Proposal or Acquisition Inquiry, and thereafter shall keep Parent reasonably informed of all material developments affecting the status and the material terms of any such Acquisition Proposal or Acquisition Inquiry. (d) Neither the Company Board (nor any committee thereof) shall: (A) fail to make, withhold, withdraw, amend, qualify or modify in a manner adverse to Parent, or publicly propose to withhold, withdraw, amend, qualify or modify in a manner adverse to Parent, the Company Board Recommendation (including any failure to include the Company Board Recommendation in the Schedule 14D-9, when mailed); (B) adopt, approve, recommend, endorse or otherwise declare advisable (or make any public announcement of its decision to adopt, approve, recommend or otherwise declare advisable) the adoption of any Acquisition Proposal (each such foregoing action or failure to act in clauses (A) and (B) being referred to as a “Change in Company Board Recommendation”). Notwithstanding the foregoing, the Company Board may, at any time prior to the earlier of the Acceptance Time, take any of the actions set forth in Sections 5.4(d)(i)-(iii) below; provided, however, that prior to taking any such action, the Company complies with Section 5.4(e) of this Agreement: (i) effect a Change in Company Board Recommendation in response to a Change in Circumstance if the Company Board concludes in good faith, after consultation with outside counsel, that the failure to take such action would be inconsistent with its fiduciary duties under applicable Law; (ii) effect a Change in Company Board Recommendation in response to an Acquisition Proposal if the Company Board concludes in good faith, after consultation with outside counsel, that the failure to take such action would be inconsistent with its fiduciary duties under applicable Law and the Company Board concludes in good faith, after consultation with the Company’s financial advisor, that the Acquisition Proposal constitutes a Superior Proposal; and (iii) terminate this Agreement pursuant to Section 7.1(g) (and, if applicable, enter into a Company Acquisition Agreement), if the Company receives an Acquisition Proposal that the Company Board concludes in good faith, after consultation with the Company’s financial advisor, constitutes a Superior Proposal and the Company Board concludes in good faith, after consultation with outside counsel, that the failure to enter into such definitive agreement would be inconsistent with its fiduciary duties under applicable Law. (e) Notwithstanding anything to the contrary set forth in Section 5.4(d), the Company shall not be entitled to: (i) make a Change in Company Board Recommendation pursuant to Section 5.4(d)(i) or Section 5.4(d)(ii); or (ii) terminate this Agreement (and, if applicable, enter into any Company Acquisition Agreement) pursuant to Section 5.4(d)(ii), unless: (A) in the case of Change in Recommendation under Section 5.4(d)(i), a Change in Circumstance shall have occurred, and, in the case of a Change in Recommendation under Section 5.4(d)(ii) or termination under Section 5.4(d)(iii), the Acquisition Proposal did not result from a breach of Sections 5.4(a)–(c); (B) the Company Board makes the determination set forth in Section 5.4(d)(i) in response to a Change in Circumstance and the determination set forth in Section 5.4(d)(ii) or Section 5.4(d)(iii), as applicable, in response to an Acquisition Proposal; (C) the Company shall have first provided prior written notice to Parent that it is prepared to (x) make a Change in Company Board Recommendation in response to a Change in Circumstance or in response to a Superior Proposal (as applicable, a “Recommendation Change Notice”), or (y) terminate this Agreement pursuant to Section 7.1(g) in response to a Superior Proposal (a “Superior Proposal Notice”), which written notice shall be provided at least three (3) Business Days prior to making any such Change in Company Board Recommendation, which notice shall, if the basis for the proposed action by the Company Board is in response to a Change in Circumstance, contain a description of the events, facts and circumstances giving rise to such Change in Circumstance and the reason for the Change in Board Recommendation or, if the basis for the proposed action by the Company Board is a Superior Proposal, contain a description of the material terms and conditions of such Superior Proposal, including a copy of the then current draft of the Company Acquisition Agreement setting forth such Superior Proposal and all other material documents relating to such Superior Proposal (it being understood and agreed that the delivery of such notice shall not, in and of itself, be deemed to be a Change in Company Board Recommendation); (D) Parent does not make, within three (3) Business Days after the receipt breach of such notice, a binding proposal that would, in the good-faith judgment of the Company Board (after consultation with outside counsel and, in the case of a Superior Proposal, the Company’s financial advisor), cause such Change in Circumstance to no longer form the basis for the Company Board to effect a Change in Company Board Recommendation or cause the offer previously constituting a Superior Proposal to no longer constitute a Superior Proposal, as the case may be (provided, that, the Company have negotiated in good-faith with Parent (and caused its Representatives to negotiate with Parent) with respect to such proposed revisions or other proposal, if any, so that, with respect to Section 5.4(d)(ii) and Section 5.4(d)(iii) such Acquisition Proposal would cease to constitute a Superior Proposal and with respect to Section 5.4(d)(i), so that such Change in Circumstance would no longer necessitate a Change in Board Recommendation); and (E) if the Company intends to terminate this Agreement to enter into the Company Acquisition Agreement, the Company shall have complied with Section 7.1(g). Any material changes with respect to the financial terms of such Superior Proposal occurring prior to the Company’s effecting a Change in Company Board Recommendation or terminating this Agreement pursuant to Section 7.1(g) shall require the Company to provide to Parent a new Recommendation Change Notice or Superior Proposal Notice and a new two (2) Business Day period. (f) Nothing contained in this Section 5.4 or elsewhere in this Agreement shall prohibit the Company from (i) taking and disclosing to the Company’s stockholders a position contemplated by Rule 14d-9, Rule 14e-2(a) or Item 1012(a) of Regulation M-A promulgated under the Exchange Act; or (ii) making any disclosure to the Company’s stockholders with regard to an Acquisition Proposal if, in the good-faith judgment of the Company Board, after consultation with outside counsel, failure to so disclose would be inconsistent with its fiduciary duties under applicable Law; provided, however, that this Section 5.4(f) shall not affect the obligations of the Company and the Company Board and the rights of Purchaser and Parent under Section 5.4(d) and Section 5.4(e) of this Agreement.5.4(a)

No Solicitation by the Company; Other Offers. (a) Until Subject to Section 5.3(b) and the remainder of this Section 5.3, from the Agreement Date until the earlier of the Acceptance Effective Time and the date on which this Agreement is terminated pursuant to Section 7.1, the Company and the Company Subsidiaries shall not, and nor shall not it authorize or knowingly permit any of its Subsidiaries or authorize or direct any of its or their respective Representatives to, directly or indirectly, except as otherwise provided below in this Section 5.4: (i) solicit, initiate or knowingly encourage or furnish any non-public information in connection with knowingly facilitate the making, submission or for the purpose announcement of soliciting, initiating or knowingly encouraging any proposal or inquiry that constitutes, or is reasonably likely to lead to, an Acquisition Proposal; (ii) other than informing Persons of the existence of the provisions contained in this Section 5.45.3, enter into, continue or participate in any discussions or any negotiations regarding any Acquisition Proposal or furnish to any proposal Person any non-public information in connection with or for the purpose of knowingly encouraging or knowingly facilitating any Acquisition Proposal; (iii) enter into any letter of intent, acquisition agreement or other agreement (other than an Acceptable Confidentiality Agreement) with respect to any Acquisition Proposal or with respect to any proposal, offer or inquiry that is would reasonably likely be expected to lead to an Acquisition Proposal; (iii) approve, endorse or recommend or enter into an Acquisition Proposal or any letter of intent, acquisition agreement, memorandum of understanding or other Contract contemplating an Acquisition Proposal, requiring the Company to abandon or terminate its obligations under this Agreement; (iv) except where the Board determines in good faith (after consultation with its financial advisors and legal counsel) that the failure to take such action would be inconsistent with the Company Board’s fiduciary duties under applicable Law, release or permit the release of any Person from, or waive or permit the waiver of any provision of, or fail to enforce or cause to be enforced, any “standstill” agreement to which the Company or any of the Company Subsidiaries are a party; or (v) resolve, propose resolve or agree to do any of the foregoing. The Company shall, and shall cause the Company each of its Subsidiaries or its or their respective directors and officers to, and shall direct its and their respective other Representatives to, (A) immediately cease and cause to be terminated all discussions or negotiations with any Person (other than Parent and its Representatives) previously conducted with respect to any Acquisition Proposal and shall promptly deliver a written notice to each Person that entered into a confidentiality agreement in anticipation of potentially making an Acquisition Proposal, (B) terminate access by any third party (other than Parent and its Representatives) to the effect that the Company is ending all discussions and negotiations with such Person any due diligence or electronic or physical data room with respect to any Acquisition ProposalTransaction, effective on (C) request the date hereof, and the notice shall also request such Person to promptly prompt return or destroy all destruction of any confidential or proprietary information concerning provided to any third party (other than Parent and its Representatives) in connection with an Acquisition Proposal during the preceding twelve (12) months and (D) enforce the provisions of any existing confidentiality or non-disclosure agreement entered into in connection with an Acquisition Transaction; provided, that nothing in this Section 5.3 shall prohibit the Company and from granting waivers of any standstill provision to the extent that such provision would otherwise prohibit the counterparty thereto from making a confidential Acquisition Proposal directly to the Company Board in accordance with the terms of this Section 5.3. Any act or omission by a Representative of the Company or its Subsidiaries in that would, if taken by the manner indicated in such confidentiality agreementsCompany, constitute a violation of this Section 5.3, shall constitute a violation of this Section 5.3 by the Company. (b) Notwithstanding anything to the contrary contained in Section 5.3(a), if after the Agreement Date but prior to the Effective Time, (i) the Company or any of its Subsidiaries, or any of its or their respective Representatives receives an unsolicited bona fide written Acquisition Proposal from any Person or group that did not result from a breach of this Section 5.3 by the Company, and (ii) the Company Board (or a duly authorized committee thereof) determines in good faith, after consultation with its financial advisors and outside legal counsel and based on information then available, that such Acquisition Proposal constitutes or would reasonably be expected to lead to a Superior Proposal and that the failure to take the actions described in clause (A) or (B) below would be inconsistent with its fiduciary duties under applicable Law, then the Company Board (or a duly authorized committee thereof), subject to compliance with this Section 5.3, shall be permitted to: (A) furnish information with respect to the Company and each of its Subsidiaries to the Person or group who has made the Acquisition Proposal; provided that the Company shall (x) promptly (and in any event within twenty-four (24) hours) have Made Available to Parent any non-public information concerning the Company or any of its Subsidiaries that is provided or Made Available to such Person or group and that was not previously provided or Made Available to Parent, and (y) prior to furnishing any material non-public information, the Company shall have first entered into an Acceptable Confidentiality Agreement with such Person or group; and (B) engage in discussions or negotiations with such Person or group regarding such Acquisition Proposal. (c) Except as otherwise provided in this Agreement (including Section 5.4 5.3(d), Section 5.3(e) or Section 5.3(f)), neither the Company Board nor any duly authorized committee thereof shall: (i)(A) withhold, withdraw or rescind (or modify or qualify in a manner adverse to Parent or Merger Sub), or publicly propose to withhold, withdraw or rescind (or modify or qualify in a manner adverse to Parent or Merger Sub), the Company Board Recommendation; (B) adopt, approve or recommend, or publicly propose to adopt, approve or recommend, any Acquisition Proposal; (C) fail to include the Company Board Recommendation in the Proxy Statement when disseminated to the contraryholders of Company Shares; (D) in the event a tender offer that constitutes an Acquisition Proposal subject to Regulation 14D under the Exchange Act is commenced, fail to recommend against such Acquisition Proposal in any solicitation or recommendation statement made on Schedule 14D-9 within ten (10) Business Days of such commencement thereof; (E) take any action to exempt any Person or group (other than Parent and its Affiliates) from Section 778(2) of the MBCA or any other applicable state takeover statue; or (F) fail to publicly affirm the Company Board Recommendation within three (3) Business Days after written request from Parent following an Acquisition Proposal that has been publicly announced or publicly or privately made known to the shareholders of the Company (any action being described in clause (i) being referred to herein as an “Adverse Recommendation Change”); or (ii) cause or permit the Company or any one or more Subsidiaries thereof to execute or enter into, any letter of intent, memorandum of understanding, agreement in principle, agreement (including any joint venture agreement, partnership agreement or other similar agreement) or commitment (other than an Acceptable Confidentiality Agreement) to undertake an Acquisition Transaction with any Person or group from whom the Company has received an Acquisition Proposal or an offer, proposal or inquiry relating to a potential Acquisition Proposal, or requiring or reasonably expected to cause, the Company to abandon, terminate, delay or fail to consummate, or that would otherwise impede or interfere with this Agreement and the transactions contemplated hereby (including the Merger), or requiring or reasonably expected to cause the Company to fail to comply with this Agreement (a “Company Acquisition Agreement”). (d) Notwithstanding anything to the contrary contained in this Agreement (but subject to compliance with Section 5.3(e) and the other paragraphs of this Section 5.3), at any time after the Agreement Date but prior to the Acceptance Effective Time, if, in response to an unsolicited bona fide written Acquisition Proposal, which Acquisition Proposal was made or renewed on or after the date of this Agreement (and has not been withdrawn) and Date that did not result from any a breach of this Section 5.45.3, that the Company Board determines in good faith (after consultation with its financial advisor) constitutes or would reasonably be expected to result in a Superior Proposal, the Company may, upon a good faith determination by the Company Board (after consultation with advisors and outside legal counsel) that (i) such Acquisition Proposal constitutes a Superior Proposal and (ii) the failure to take approve or recommend such action Superior Proposal would be reasonably likely to be inconsistent with the Company Board’s fiduciary duties under applicable Law: (A) furnish information with respect to , the Company and the Company Subsidiaries may terminate this Agreement pursuant to the Person making such Acquisition Proposal (and such Person’s RepresentativesSection 7.1(d)(ii); provided, however, that the Company and such Person enter into a customary confidentiality agreement that contains provisions that are shall not less favorable in the aggregate to the Company that those contained in the Confidentiality Agreement; and provided further, that (x) prior to or concurrently with furnishing any such information to, or entering into discussions with, such Person, Parent receives written notice from the Company or the identity of such Person and the Company’s intention to furnish information to, or enter into discussions with, such Person and (y) any non-public information concerning the Company or any Company Subsidiary provided or made available to the Person making such Acquisition Proposal shall (along with a copy of the executed confidentiality agreement), to the extent not previously provided to Purchaser or Parent, be concurrently provided or made available to Purchaser or Parent; and (B) participate in discussions or negotiations with the Person making such Acquisition Proposal (and its Representatives) regarding such Acquisition Proposal or Acquisition Inquiry. (c) The Company shall promptly advise Parent in writing, in no event later than 36 hours after receipt of any Acquisition Proposal or Acquisition Inquiry and shall indicate and provide the identity of the Person making such Acquisition Proposal or Acquisition Inquiry, a copy of all material written materials provided by the third-party in connection with the submission of such Acquisition Proposal or Acquisition Inquiry and a written summary of all material oral communications made by any Person in connection with such Acquisition Proposal or Acquisition Inquiry, and thereafter shall keep Parent reasonably informed of all material developments affecting the status and the material terms of any such Acquisition Proposal or Acquisition Inquiry. (d) Neither the Company Board (nor any committee thereof) shall: (A) fail to make, withhold, withdraw, amend, qualify or modify in a manner adverse to Parent, or publicly propose to withhold, withdraw, amend, qualify or modify in a manner adverse to Parent, the Company Board Recommendation (including any failure to include the Company Board Recommendation in the Schedule 14D-9, when mailed); (B) adopt, approve, recommend, endorse or otherwise declare advisable (or make any public announcement of its decision to adopt, approve, recommend or otherwise declare advisable) the adoption of any Acquisition Proposal (each such foregoing action or failure to act in clauses (A) and (B) being referred to as a “Change in Company Board Recommendation”). Notwithstanding the foregoing, the Company Board may, at any time prior to the earlier of the Acceptance Time, take any of the actions set forth in Sections 5.4(d)(i)-(iii) below; provided, however, that prior to taking any such action, the Company complies with Section 5.4(e) of this Agreement: (i) effect a Change in Company Board Recommendation in response to a Change in Circumstance if the Company Board concludes in good faith, after consultation with outside counsel, that the failure to take such action would be inconsistent with its fiduciary duties under applicable Law; (ii) effect a Change in Company Board Recommendation in response to an Acquisition Proposal if the Company Board concludes in good faith, after consultation with outside counsel, that the failure to take such action would be inconsistent with its fiduciary duties under applicable Law and the Company Board concludes in good faith, after consultation with the Company’s financial advisor, that the Acquisition Proposal constitutes a Superior Proposal; and (iii) terminate this Agreement pursuant to Section 7.1(g7.1(d)(ii) (and, if applicable, enter into a Company Acquisition Agreement), if unless the Company receives an Acquisition Proposal that the Company Board concludes in good faith, after consultation with the Company’s financial advisor, constitutes a Superior Proposal and the Company Board concludes in good faith, after consultation with outside counsel, that the failure to enter into such definitive agreement would be inconsistent (A) has complied with its fiduciary duties under applicable Law. (e) Notwithstanding anything to the contrary obligations set forth in Section 5.4(d5.3(e), (B) pays, or causes to be paid, to Parent, the Company shall not be entitled to: (i) make a Change in Company Board Recommendation Termination Fee payable pursuant to Section 5.4(d)(i) 7.3 prior to or Section 5.4(d)(ii); or (ii) terminate this Agreement (and, if applicable, enter into any Company Acquisition Agreement) pursuant to Section 5.4(d)(ii), unless: (A) in the case of Change in Recommendation under Section 5.4(d)(i), a Change in Circumstance shall have occurred, and, in the case of a Change in Recommendation under Section 5.4(d)(ii) or concurrently with such termination under Section 5.4(d)(iii), the Acquisition Proposal did not result from a breach of Sections 5.4(a)–(c); (B) the Company Board makes the determination set forth in Section 5.4(d)(i) in response to a Change in Circumstance and the determination set forth in Section 5.4(d)(ii) or Section 5.4(d)(iii), as applicable, in response to an Acquisition Proposal; (C) the Company shall have first provided prior written notice to Parent that it is prepared to (x) make concurrently with such termination, enters into a Change in Company Board Recommendation in response to a Change in Circumstance or in response to a Superior Proposal (as applicable, a “Recommendation Change Notice”), or (y) terminate this Agreement pursuant to Section 7.1(g) in response to a Superior Proposal (a “Superior Proposal Notice”), which written notice shall be provided at least three (3) Business Days prior to making any such Change in Company Board Recommendation, which notice shall, if the basis for the proposed action by the Company Board is in response to a Change in Circumstance, contain a description of the events, facts and circumstances giving rise to such Change in Circumstance and the reason for the Change in Board Recommendation or, if the basis for the proposed action by the Company Board is a Superior Proposal, contain a description of the material terms and conditions of such Superior Proposal, including a copy of the then current draft of the definitive Company Acquisition Agreement setting forth such Superior Proposal and all other material documents relating to such Superior Proposal (it being understood and agreed that the delivery of such notice shall not, in and of itself, be deemed to be a Change in Company Board Recommendation); (D) Parent does not make, within three (3) Business Days after the receipt of such notice, a binding proposal that would, in the good-faith judgment of the Company Board (after consultation with outside counsel and, in the case of a Superior Proposal, the Company’s financial advisor), cause such Change in Circumstance to no longer form the basis for the Company Board to effect a Change in Company Board Recommendation or cause the offer previously constituting a Superior Proposal to no longer constitute a Superior Proposal, as the case may be (provided, that, the Company have negotiated in good-faith with Parent (and caused its Representatives to negotiate with Parent) with respect to such proposed revisions or other proposal, if any, so that, with respect to Section 5.4(d)(ii) and Section 5.4(d)(iii) such Acquisition Proposal would cease to constitute a Superior Proposal and with respect to Section 5.4(d)(i), so that such Change in Circumstance would no longer necessitate a Change in Board Recommendation); and (E) if the Company intends to terminate this Agreement to enter into the Company Acquisition Agreement, the Company shall have complied with Section 7.1(g). Any material changes with respect to the financial terms of such Superior Proposal occurring prior to the Company’s effecting a Change in Company Board Recommendation or terminating this Agreement pursuant to Section 7.1(g) shall require the Company to provide to Parent a new Recommendation Change Notice or Superior Proposal Notice and a new two (2) Business Day periodProposal. (f) Nothing contained in this Section 5.4 or elsewhere in this Agreement shall prohibit the Company from (i) taking and disclosing to the Company’s stockholders a position contemplated by Rule 14d-9, Rule 14e-2(a) or Item 1012(a) of Regulation M-A promulgated under the Exchange Act; or (ii) making any disclosure to the Company’s stockholders with regard to an Acquisition Proposal if, in the good-faith judgment of the Company Board, after consultation with outside counsel, failure to so disclose would be inconsistent with its fiduciary duties under applicable Law; provided, however, that this Section 5.4(f) shall not affect the obligations of the Company and the Company Board and the rights of Purchaser and Parent under Section 5.4(d) and Section 5.4(e) of this Agreement.