Common use of No Solicitation of Acquisition Proposals Clause in Contracts

No Solicitation of Acquisition Proposals. Target shall not, and it shall cause its Subsidiaries and the officers, directors, employees, agents and representatives of Target and its Subsidiaries (collectively, the "TARGET REPRESENTATIVES") not to, (i) solicit or encourage, directly or indirectly, the making of any Acquisition Proposal, (ii) initiate any discussion or engage in negotiations with or provide any information to any entity relating to an Acquisition Proposal, or take any other action to knowingly facilitate the making of any proposal that constitutes, or may reasonably be expected to lead to, any Acquisition Proposal, or (iii) endorse or enter into any Acquisition Proposal or modify or withdraw its recommendation of the Purchase. Except as permitted by SECTION 5.8 hereof, Target and the Target Representatives will immediately cease and cause to be terminated any existing activities, discussions or negotiations with any Third Parties conducted heretofore with respect to any Acquisition Proposal. Notwithstanding the foregoing, Target may engage in discussions or provide information with respect to an unsolicited bona fide written Acquisition Proposal if (i) Target and the Supervisory Board of Target conclude in good faith that such Acquisition Proposal is reasonably likely to result in a Superior Proposal (as hereinafter defined), (ii) prior to providing any information to any Person in connection with an Acquisition Proposal by any such Person, Target receives from such Person an executed confidentiality agreement on terms substantially similar to, and no less restrictive to such Person than those contained in the Hoosier Confidentiality Agreement and (iii) prior to providing any information to any Person or entering into discussions with any Person, Target notifies Purchasers promptly of such Acquisition Proposal or negotiations, including the -45-

No Solicitation of Acquisition Proposals. Target shall not(a) FCBS agrees that neither it nor FCBS Bank shall, and that it shall direct and use its reasonable best efforts to cause its Subsidiaries and the officers, directors, employees, agents and representatives of Target and its Subsidiaries (collectively, the "TARGET REPRESENTATIVES") FCBS Bank’s Representatives not to, (i) solicit or encourage, directly or indirectly: (i) encourage, initiate, solicit or take any other action designed to facilitate an Acquisition Proposal or the making, submission or announcement of any Acquisition Proposal or take any other action designed to facilitate or that is likely to result in, any inquires or the making of any proposal or offer that constitutes, or is reasonably likely to lead to, any Acquisition Proposal, ; (ii) initiate any discussion participate or engage in any discussions or negotiations with regarding, or provide any information furnish to any entity relating to an Acquisition ProposalPerson any nonpublic information with respect to, or take any other action to knowingly facilitate the submission of any inquiry or the making of any proposal that constitutes, constitutes or may reasonably be expected to lead toto an Acquisition Proposal; (iii) engage in discussions with any Person with respect to an Acquisition Proposal, except to notify such Person as to the existence of these provisions and refer such Person to this Agreement; (iv) approve, endorse or recommend, or propose to approve, endorse, or recommend any Acquisition Proposal; (v) enter into any letter of intent or similar document or any agreement, commitment or understanding contemplating or otherwise relating to any Acquisition Proposal; or (vi) make or authorize any statement, recommendation or solicitation in support of any Acquisition Proposal. FCBS agrees that it shall immediately terminate and shall cause FCBS Bank, and use its reasonable best efforts to cause FCBS Bank’s Representatives, to terminate, immediately, all current discussions or negotiations (if any) in which any of them may be involved with any third party with respect to an Acquisition Proposal. FCBS also shall promptly request that each Person which has heretofore executed a confidentiality agreement with it or FCBS Bank or any of FCBS Bank’s Representatives with respect to such Person’s consideration of a possible Acquisition Proposal to return promptly or destroy all confidential information heretofore furnished to such Person or its Representatives in accordance with the terms of such Person’s confidentiality agreement. (b) Notwithstanding Section 6.3(a) or anything to the contrary that may be contained elsewhere in this Agreement, if, prior to the date of FCBS Shareholders’ Meeting, FCBS Bank, or any of their respective Representatives, receives a written Acquisition Proposal from any Person, which Acquisition Proposal did not result from a breach of Section 6.3(a) and appears, on its face to be bona fide, and FCBS Board (or any committee thereof) determines in good faith, after consultation with its financial advisor (which may be FCBS Financial Advisor or any affiliate thereof), that such Acquisition Proposal constitutes or could reasonably be expected to lead to a Superior Proposal, then, subject to its compliance with this Section 6.3 and after giving notice to CVBF may (i) furnish information with respect to FCBS to the Person who has made such Acquisition Proposal, or any of its Representatives, pursuant to a confidentiality agreement containing confidentiality provisions not materially less restrictive than those contained in the Confidentiality Agreement; provided that such information has previously been provided to CVBF or is provided to CVBF substantially concurrently with the time it is provided to such Person or its Representatives, and (ii) participate in discussions and negotiations with such Person regarding such Acquisition Proposal. FCBS shall advise CVBF orally and in writing of the receipt of any Acquisition Proposal, or any inquiry that could reasonably be expected to lead to an Acquisition Proposal (iiiin each case within two (2) endorse Business Days of receipt thereof), specifying the material terms and conditions thereof and the identity of the Person making such Acquisition Proposal or inquiry (as the case may be) and FCBS shall use its reasonable best efforts to provide to CVBF a copy of all written materials provided to FCBS Bank in connection with any such Acquisition Proposal not later than 48 hours after the receipt of same by FCBS Bank and, in order to be able to do so, FCBS agrees that FCBS Bank will not enter into any confidentiality agreement with any Person subsequent to the date hereof which prohibits FCBS from providing such information to CVBF. FCBS shall notify CVBF (within 48 hours) orally and in writing of any material modifications to the financial or other material terms of any such Acquisition Proposal or inquiry and shall provide to CVBF, within that same timeframe, a copy of all written materials subsequently provided to or by FCBS Bank in connection with any such Acquisition Proposal. (c) Neither FCBS Board nor any committee thereof shall withdraw, modify or withdraw amend, or propose to withdraw, modify or amend, in a manner adverse to CVBF, FCBS Board Recommendation or resolve to do so; provided, however, that notwithstanding the foregoing, FCBS Board, or any committee thereof, may withdraw, or modify or amend in a manner adverse to CVBF, FCBS Board Recommendation and if it takes such action, it also may terminate its recommendation efforts to hold, and cancel or postpone, FCBS Shareholders’ Meeting, in the event that FCBS receives a Superior Proposal and FCBS Board, or any committee thereof, determines in good faith, after consultation with its outside legal counsel (which may be its current outside legal counsel), that failure to take such actions could result in a breach of FCBS Board’s fiduciary obligations under Governing Law. (d) In addition to the Purchase. Except obligations set forth in Sections 6.3(a) and 6.3(b), FCBS shall (i) advise CVBF as permitted by SECTION 5.8 hereof, Target promptly as practicable (and in any event within 24 hours) following the Target Representatives will immediately cease and cause to be terminated commencement of any existing activities, discussions or negotiations with any Third Parties conducted heretofore with respect to any Acquisition Proposal. Notwithstanding Proposal and the foregoing, Target may engage in material terms and conditions that are the subject of such discussions or provide information negotiations and (ii) keep CVBF reasonably informed of the status and material details (including material amendments) with respect to the information previously provided, pursuant to this Section 6.3(d), by FCBS in connection with any such Acquisition Proposal. (e) FCBS Board (or any committee thereof) may, after the date of this Agreement and prior to the date of FCBS Shareholders’ Meeting, terminate this Agreement to enter into an unsolicited bona fide written Acquisition Proposal if agreement with respect to such Superior Proposal, but only if: (i) Target and the Supervisory Board of Target conclude in good faith that such Acquisition Proposal is reasonably likely to result in a Superior Proposal (as hereinafter defined), did not result from a breach by FCBS of its covenants contained in Section 6.3 hereof; (ii) FCBS Board (or any committee thereof) shall have first provided prior written notice to providing CVBF that it is prepared to terminate this Agreement to enter into an agreement with respect to a Superior Proposal, which notice shall attach the most current version of any information written agreement relating to any Person in connection with an Acquisition Proposal by any the transaction that constitutes such Person, Target receives from such Person an executed confidentiality agreement on terms substantially similar to, and no less restrictive to such Person than those contained in the Hoosier Confidentiality Agreement and Superior Proposal; and (iii) prior CVBF does not make, within five (5) Business Days after the receipt of the notice referred to providing in clause (ii) of this Section 6.3(e), a binding, written and complete (including any information schedules or exhibits) proposal that FCBS Board (or any committee thereof) determines in good faith, after consultation with its financial advisor (which may be FCBS Financial Advisor or any affiliate thereof), is more favorable to the shareholders of FCBS as such Superior Proposal and which, by its terms, may be accepted at any time within five (5) Business Days following such five (5) Business Day period. (f) In the event of any termination of this Agreement by FCBS pursuant to Section 6.3(e), FCBS shall pay, as a condition to such termination, the termination fee to CVBF pursuant to Section 11.2(b) as a condition precedent to such termination. (g) FCBS shall be permitted to comply with Rule 14d-9, Rule 14e-2 or Item 1012 of Regulation M-A promulgated under the Exchange Act; provided, however, that compliance with such rules and items will in no way limit or modify the effect of such action pursuant to such rules and items would otherwise have under this Agreement. (h) If FCBS Board or any committee thereof takes, agrees or resolves to take any action permitted by this Section 6.3 without FCBS Bank or any of its Representatives breaching any of the terms of this Section 6.3, including, but not limited to any Person or entering into discussions with of the actions set forth in Section 6.3(c) and Section 6.3(e) above, such action shall not, in any Personway, Target notifies Purchasers promptly constitute a breach of such Acquisition Proposal or negotiations, including the -45-this Agreement by FCBS.

No Solicitation of Acquisition Proposals. Target shall Until such time, if any, as this Agreement is terminated pursuant to Section 10.1, MLE will not, and it shall will cause its each of the Subsidiaries and the their respective directors, officers, directors, employees, representatives, partners and agents and representatives of Target and its Subsidiaries (collectively, the "TARGET REPRESENTATIVESRepresentatives") not to, (i) solicit or encourageto not, directly or indirectly, (i) solicit, initiate or encourage the making submission of any Acquisition Proposal, Proposal (as hereinafter defined) or (ii) initiate participate in any discussion discussions or engage in negotiations with regarding, or provide furnish to any person any information with respect to, or agree to any entity relating to an Acquisition Proposalor endorse, or take any other action to knowingly facilitate any Acquisition Proposal or any inquiries or the making of any proposal that constitutes, or may reasonably be expected to lead to, any Acquisition Proposal; provided, however, that nothing contained in this paragraph shall prohibit the Board of Directors of MLE from furnishing information to, or (iii) endorse or enter entering into any Acquisition Proposal or modify or withdraw its recommendation of the Purchase. Except as permitted by SECTION 5.8 hereof, Target and the Target Representatives will immediately cease and cause to be terminated any existing activities, discussions or negotiations with with, any Third Parties conducted heretofore with respect to any Acquisition Proposal. Notwithstanding the foregoing, Target may engage in discussions person or provide information with respect to entity that makes an unsolicited bona fide written Acquisition Proposal if if, and only to the extent that (iA) Target and the Supervisory Board of Target conclude Directors of MLE, after consultation with and based upon the advice of independent legal counsel, determines in good faith that such Acquisition Proposal action is reasonably likely necessary for the Board of Directors of MLE to result in a Superior Proposal comply with its fiduciary duties to its members and patrons under applicable law and (as hereinafter defined), (iiB) prior to providing any information taking such action, MLE (x) provides reasonable notice to any Person in connection with an Acquisition Proposal by any Southern States to the effect that it is taking such Person, Target action and (y) receives from such Person other person or entity an executed confidentiality agreement on terms substantially similar toin reasonably customary form. MLE shall as promptly as practicable advise Southern States orally and in writing of the receipt by it (or any of the other entities or persons referred to above) after the date hereof of any Acquisition Proposal, and no less restrictive to such Person than those contained in the Hoosier Confidentiality Agreement and (iii) prior to providing or any information inquiry which could lead to any Person or entering into discussions with any PersonAcquisition Proposal, Target notifies Purchasers promptly the material terms and conditions of such Acquisition Proposal or negotiationsinquiry, including and the -45-identity of the person making any such Acquisition Proposal or inquiry. MLE will keep Southern States fully informed of the status and details of any such Acquisition Proposal or inquiry. The term "Acquisition Proposal" as used herein means any offer involving the capital stock, membership rights and/or allocated patrons' equities of MLE or any of its subsidiaries, any proposal for a merger, consolidation or other business combination involving MLE or any of its subsidiaries, any proposal or offer to acquire in any manner a substantial portion of the business or assets of MLE or any of its subsidiaries, or any proposal or offer with respect to any other transaction similar to any of the foregoing with respect to MLE or any of its subsidiaries, other than the business combination contemplated by this Agreement.

No Solicitation of Acquisition Proposals. Target shall not, and it shall cause its Subsidiaries and the officers, directors, employees, agents and representatives of Target and its Subsidiaries (collectively, the "TARGET REPRESENTATIVESTarget Representatives") not to, (i) solicit or encourage, directly or indirectly, the making of any Acquisition Proposal, (ii) initiate any discussion or engage in negotiations with or provide any information to any entity relating to an Acquisition Proposal, or take any other action to knowingly facilitate the making of any proposal that constitutes, or may reasonably be expected to lead to, any Acquisition Proposal, or (iii) endorse or enter into any Acquisition Proposal or modify or withdraw its recommendation of the Purchase. Except as permitted by SECTION Section 5.8 hereof, Target and the Target Representatives will immediately cease and cause to be terminated any existing activities, discussions or negotiations with any Third Parties conducted heretofore with respect to any Acquisition Proposal. Notwithstanding the foregoing, Target may engage in discussions or provide information with respect to an unsolicited bona fide written Acquisition Proposal if (i) Target and the Supervisory Board of Target conclude in good faith that such Acquisition Proposal is reasonably likely to result in a Superior Proposal (as hereinafter defined), (ii) prior to providing any information to any Person in connection with an Acquisition Proposal by any such Person, Target receives from such Person an executed confidentiality agreement on terms substantially similar to, and no less restrictive to such Person than those contained in the Hoosier Confidentiality Agreement and (iii) prior to providing any information to any Person or entering into discussions with any Person, Target notifies Purchasers promptly of such Acquisition Proposal or negotiations, including the -45-name of such Person and the material terms and conditions of such Acquisition Proposal (including a copy of any written proposal and any written documentation). Target shall notify Purchasers promptly, but in any event within 24 hours, of any Acquisition Proposal or any inquiry with respect to or which could reasonably be expected to lead to an Acquisition Proposal received by any Target or the Target Representatives, the terms and conditions of such proposal (including a copy of any written proposal and any written documentation) and the identity of the Person making the proposal or offer or inquiry. Target will promptly notify Purchasers of any material change in the status and details of any such Acquisition Proposal or inquiry. Target will promptly provide to Purchasers any non-public information concerning Target or its Subsidiaries provided to any other Person which was not previously provided to Purchasers. In addition, Target and the Supervisory Board of Target may withdraw or modify their recommendation of the Purchase or approve a Superior Proposal and enter into an agreement with respect thereto if (x) a Superior Proposal is pending, (y) Target has provided Purchasers with notice that it has received a Superior Proposal which it intends to accept (specifying the offeror and the material terms and conditions of such Superior Proposal) and (if requested by Purchasers) has negotiated in good faith with Purchasers during the three (3) Business Days following Purchasers' receipt of such notice to attempt to make such adjustments to this Agreement as would enable Target and Purchasers to proceed with the Purchase on such adjusted terms and (z) this Agreement is terminated in connection with such Superior Proposal and the Break-Up Fee is paid. "Superior Proposal" means an unsolicited bona fide written proposal by a Third Party to acquire all or substantially all of the Assets (i) on terms which the Supervisory Board determines in good faith (after consultation with its financial advisors and legal counsel) to be more favorable from a financial point of view to the shareholders of Target than the terms contemplated by this Agreement, (ii) is not conditioned upon obtaining financing not fully committed at such time and (iii) which is reasonably capable of being consummated without undue delay in the good faith judgment of the Supervisory Board of Target. "Acquisition Proposal" means any inquiry, proposal or offer, whether in writing or otherwise, from a Third Party to acquire beneficial ownership of all or more than 20% of the assets of Target and the Target Subsidiaries, taken as a whole, or 20% or more of any class of equity securities of Target or of any Target Subsidiary which owns, directly or indirectly, more than 50% of the Assets pursuant to a merger, consolidation or other business combination, sale of shares of capital stock, sale of assets, tender offer, exchange offer or similar transaction with respect to either Target or any such Target Subsidiary, including any single or multi-step transaction or series of related transactions, which is structured to permit such Third Party to acquire beneficial ownership of more than 20% of the assets of Target and the Target Subsidiaries, taken as a whole, or 20% or more of any class of equity securities of Target or any Target Subsidiary which owns, directly or indirectly, more than 50% of the Assets.

No Solicitation of Acquisition Proposals. Target shall not(a) From the date of this Agreement until the Effective Time or, and it shall cause its Subsidiaries and the officers, directors, employees, agents and representatives of Target and its Subsidiaries (collectivelyif earlier, the "TARGET REPRESENTATIVES") not totermination of this Agreement in accordance with Section 7.1, (i) solicit or encourageexcept as otherwise provided in this Section 5.3, neither Telkonet Company shall, directly or indirectly, nor shall either Telkonet Company direct their respective Representatives to (i) solicit, initiate or knowingly encourage, induce or facilitate the making making, submission or announcement of any Acquisition Proposal, (ii) initiate furnish any discussion nonpublic information regarding either of the Telkonet Companies to any Person in connection with or in response to an Acquisition Proposal or an inquiry or indication of interest with respect to a potential Acquisition Proposal, (iii) engage in negotiations with or provide any information Person with respect to any entity relating to an Acquisition Proposal, or take any other action to knowingly facilitate the making of any proposal that constitutes, or may reasonably be expected to lead to, any Acquisition Proposal, or (iiiiv) endorse or enter into any Acquisition Agreement; provided, however, that prior to the Required Telkonet Shareholder Vote, this Section 5.3(a) shall not prohibit Telkonet from furnishing nonpublic information regarding the Telkonet Companies to, or entering into discussions with, any Person (including such Person’s Representatives and financing sources), or entering into an Acceptable Confidentiality Agreement with any Person, in response to a Superior Proposal or modify or withdraw its recommendation of the Purchase. Except as permitted by SECTION 5.8 hereof, Target and the Target Representatives will immediately cease and cause to be terminated any existing activities, discussions or negotiations with any Third Parties conducted heretofore with respect to any Acquisition Proposal. Notwithstanding the foregoing, Target may engage in discussions or provide information with respect to an unsolicited bona fide written Acquisition Proposal if (i) Target and that the Supervisory Telkonet Board of Target conclude in good faith that such Acquisition Proposal reasonably believes is reasonably likely to result in a Superior Proposal if (as hereinafter defined)1) such Acquisition Proposal was unsolicited and did not otherwise result from a breach of this Section 5.3, (ii2) the Telkonet Board concludes in good faith, after consultation with its outside legal counsel, that such action is required for the Telkonet Board to comply with its fiduciary obligations to Telkonet’s shareholders under applicable Law, (3) at least 48 hours prior to providing furnishing any such nonpublic information to any Person in connection with an Acquisition Proposal by any to, or entering into discussions with, such Person, Target Telkonet gives VDA written notice of the identity of such Person, the material terms thereof and any term sheet, letter of intent or similar document and draft Acquisition Agreement or financing documents related thereto and Telkonet’s intention to furnish nonpublic information to, or enter into discussions with, such Person (subject, in each case, to the terms of any Acceptable Confidentiality Agreement), and Telkonet receives from such Person an executed confidentiality agreement Acceptable Confidentiality Agreement containing limitations on terms substantially similar to, the use and no less restrictive disclosure of all nonpublic written and oral information furnished to such Person by or on behalf of Telkonet, and (4) at least 48 hours prior to furnishing any such nonpublic information to such Person, Telkonet furnishes such nonpublic information to VDA (to the extent such nonpublic information has not been previously furnished or made available by Telkonet to VDA). For the avoidance of doubt, it shall not be a violation of this Section 5.3(a) if the Telkonet Companies and/or their Representatives contact a third Person making any Acquisition Proposal which has been made without a violation of this Section 5.3 solely to clarify the terms and conditions of such Acquisition Proposal and to determine whether it constitutes or could reasonably be expected to lead to a Superior Proposal. (b) From and after the date of this Agreement, Telkonet shall promptly (and in no event later than those three (3) Business Days after receipt of any Acquisition Proposal, any inquiry or indication of interest that would reasonably be expected to lead to an Acquisition Proposal) advise VDA orally and in writing of any Acquisition Proposal or any inquiry or indication of interest that would reasonably be expected to lead to an Acquisition Proposal (including the identity of the Person making or submitting such Acquisition Proposal, inquiry, or indication of interest, and the material terms thereof) that is made or submitted by any Person during the Pre-Closing Period, and shall provide VDA with any relevant documentation related thereto (within three (3) Business Days of receipt by the Telkonet Board), including but not limited to, proposed merger or other Acquisition Agreements, financing document, letters, or commitments, subject, in each case, to the terms of any Acceptable Confidentiality Agreement permitted under Section 5.3(a). Telkonet shall keep VDA reasonably informed with respect to the status of any such Acquisition Proposal, inquiry or indication of interest and any modification or proposed modification thereto. (c) Telkonet agrees not to release or permit the release of any Person from, or to waive or permit the waiver of any provision of, any confidentiality, “standstill” or similar agreement to which either of the Telkonet Companies is a party, and will use its commercially reasonable efforts to enforce or cause to be enforced each such agreement at the request of VDA; provided that notwithstanding the foregoing, Telkonet shall be permitted to waive, amend, release or fail to enforce any provision of any confidentiality, “standstill” or similar obligation of any Person if the Telkonet Board determines in good faith, after consultation with its outside legal counsel, that the failure to take such action would be inconsistent with its fiduciary duties under any applicable Law. Telkonet also will promptly request each Person that has executed, within twelve (12) months prior to the date of this Agreement, a confidentiality agreement in connection with its consideration of a possible Acquisition Transaction or equity investment to return or destroy all confidential information heretofore furnished to such Person by or on behalf of either of the Telkonet Companies. (d) Except as expressly provided by Section 5.3(e), neither the Telkonet Board nor any committee thereof shall: (i) (A) withhold, withdraw, qualify or modify (or publicly propose or resolve to withhold, withdraw, qualify or modify), in a manner adverse to VDA, the Board Recommendation, (B) adopt, approve or recommend or propose to adopt, approve or recommend (publicly or otherwise) an Acquisition Proposal, (C) after the public announcement of the submission of an Acquisition Proposal, fail to publicly reaffirm the Board Recommendation within seven Business Days after VDA so requests in writing (D) fail to recommend against any Acquisition Proposal subject to Regulation 14D under the Exchange Act in a Solicitation/Recommendation Statement on Schedule 14D-9 within 10 Business Days after the commencement of such Acquisition Proposal on a Schedule TO or (E) fail to include the Board Recommendation in the Proxy Statement (any action described in clauses (A) through (E), a “Recommendation Change”); or (ii) cause or permit Telkonet or the Telkonet Subsidiary to enter into any Acquisition Agreement. (e) Notwithstanding anything to the contrary set forth in this Agreement, at any time prior to obtaining the Required Telkonet Shareholder Vote, Telkonet may effect a Recommendation Change if the Telkonet Board has received an Acquisition Proposal that it determines in good faith (after consultation with its independent financial advisors and outside legal counsel) constitutes a Superior Proposal and determines in good faith (after consultation with its independent financial advisors and legal counsel) that such action is required for the Telkonet Board to comply with its fiduciary obligations to Telkonet shareholders under applicable Law; provided, that (A) such Acquisition Proposal was unsolicited and did not otherwise result from a breach of this Section 5.3 (B) Telkonet shall have given VDA at least two Business Days’ prior written notice of its intention to take such action, and if applicable, intends to cause Telkonet or any of its Subsidiaries to enter into such Acquisition Agreement (which notice shall specify the material terms and conditions of any such Superior Proposal and the identity of the party making such Superior Proposal) and, no later than the time of such notice, provided VDA a copy of the relevant proposed transaction agreement and other material documents (including but not limited to any financing documents) with the party making such Superior Proposal, subject, in each case, to the terms of an Acceptable Confidentiality Agreement, (C) if requested by VDA, Telkonet shall have negotiated in good faith with VDA during such two Business Day notice period to enable VDA to propose changes to the terms of this Agreement that would cause such Superior Proposal to no longer constitute a Superior Proposal, (D) the Telkonet Board shall have considered in good faith (after consultation with independent financial advisors and outside legal counsel), any changes to this Agreement proposed by VDA and determined that the Superior Proposal would continue to constitute a Superior Proposal if such changes were to be given effect, and (E) in the event of any change to the financial terms of such Superior Proposal, Telkonet shall, in each case, have delivered to VDA an additional notice and copies of the relevant proposed transaction agreement and other material documents and the two Business Day notice period shall have recommenced, subject, in each case, to the terms of an Acceptable Confidentiality Agreement. (f) Nothing contained in this Section 5.3 shall be deemed to prohibit Telkonet or the Hoosier Confidentiality Telkonet Board from (i) taking and disclosing to its shareholders a position contemplated by Rule 14d-9 or Rule 14e-2(a) under the Exchange Act, or (ii) making any “stop-look-and-listen” communication or similar communication of the type contemplated by Rule 14d-9(f) under the Exchange Act; provided, however, that in no event shall Telkonet or the Telkonet Board or any committee thereof take, agree or resolve to take any action prohibited by Section 5.3(e) (it being understood that a “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 a modification of the Telkonet Board’s approval of the Contemplated Transactions and this Agreement or the Board’s recommendation that the shareholders approve the Amendment and the Securities Issuances), or (iii) making any other required disclosure to the Telkonet shareholders if the Telkonet Board determines in good faith, after consultation with its outside legal counsel, that the failure to take such action would be inconsistent with any applicable securities Laws, it being understood that nothing in the foregoing will be deemed to permit Telkonet or the Telkonet Board to effect a Recommendation Change other than in accordance with Section 5.3(e). (g) Nothing in this Agreement shall prohibit or restrict the Telkonet Board, in circumstances not involving or relating to an Acquisition Proposal (which for the avoidance of doubt is addressed in Sections 5.3(a)-(f)), from effecting a Recommendation Change in response to an Intervening Event, if, and only if, (i) the Telkonet Board (or a committee thereof) determines in good faith, after consultation with outside legal counsel, that the failure to make a Recommendation Change would reasonably be likely to be inconsistent with its fiduciary duties as directors under applicable Law, (ii) Telkonet has notified VDA in writing, at least two business days in advance of such Recommendation Change, that it is considering taking such action and specifying in reasonable detail the reasons therefore, and (iii) prior to providing any information to any Person or entering into during such two business day period, Telkonet has considered, and at the reasonable request of VDA, engaged in good faith discussions with VDA regarding, any Personadjustments proposed in writing by VDA to the terms and conditions of this Agreement, Target notifies Purchasers promptly should VDA propose any such adjustments, and the Telkonet Board (or a committee thereof), after consultation with its outside legal counsel, shall have determined in good faith that such proposed changes do not obviate the need for the Telkonet Board to effect a Recommendation Change and that the failure to make a Recommendation Change would be inconsistent with its fiduciary duties as directors under applicable Law. For avoidance of such Acquisition Proposal or negotiationsdoubt, including a Recommendation Change due to an Intervening Event shall be deemed a Telkonet Triggering Event and shall entitle VDA to terminate this Agreement under Section 7.1(e)(ii), which will also require payment of the -45-Telkonet Termination Fee as set forth in Section 7.3(b).

No Solicitation of Acquisition Proposals. Target shall notExcept as expressly permitted by with respect to a superior proposal (discussed below), Helix will, and it shall will cause each of its Subsidiaries subsidiaries, and the its and their respective officers, directors, managers or employees, and will instruct its and their respective accountants, consultants, legal counsel, financial advisors, agents and other representatives of Target and its Subsidiaries (which we refer to collectively, the "TARGET REPRESENTATIVES") not as representatives), to, : (i) solicit or encourage, directly or indirectly, the making of any Acquisition Proposal, (ii) initiate any discussion or engage in negotiations with or provide any information to any entity relating to an Acquisition Proposal, or take any other action to knowingly facilitate the making of any proposal that constitutes, or may reasonably be expected to lead to, any Acquisition Proposal, or (iii) endorse or enter into any Acquisition Proposal or modify or withdraw its recommendation of the Purchase. Except as permitted by SECTION 5.8 hereof, Target and the Target Representatives will immediately cease and cause to be terminated any existing activitiessolicitations, discussions or negotiations with any Third Parties conducted heretofore persons that may be ongoing with respect to any Acquisition Proposal. Notwithstanding inquiry, proposal, discussion, offer or request (which we refer to as an inquiry) that constitutes or could reasonably be expected to lead to another transaction involving Helix (which we refer to as an alternative proposal); (ii) as promptly as reasonably practicable (and in any event within two (2) Business Days) following the foregoingdate hereof, Target may engage request the prompt return or destruction (to the extent provided for by the applicable confidentiality agreement) of all confidential information previously furnished to any person (other than Forian) that has, within the one (1)-year period prior to the date of the merger agreement, made or indicated an intention to make an alternative proposal; (iii) not, and not to publicly announce any intention to, directly or indirectly, (A) solicit, initiate, knowingly encourage or facilitate any inquiry (it being understood and agreed that answering unsolicited phone calls will not be deemed to ‘‘facilitate’’ for purposes of, or otherwise constitute a violation of, this provision), (B) furnish non-public information to or afford access to the business, employees, officers, contracts, properties, assets, books and records of Helix and its subsidiaries to any person in connection with an inquiry or an alternative proposal, (C) enter into, continue or otherwise participate in any discussions or provide information negotiations with any person with respect to an unsolicited bona fide written Acquisition Proposal inquiry or an alternative proposal, (D) grant any waiver, amendment or release under any standstill provision of any confidentiality or similar agreement to which Helix or any of its subsidiaries is a party, or (E) take any action to exempt any person (other than Forian and its affiliates) from the restrictions on ‘‘business combinations’’ contained in any applicable business combination, control share acquisition, fair price, moratorium or other takeover or anti-takeover statute or similar law; and (iv) until the earlier of the effective time or the date, if any, on which the merger agreement is terminated under certain circumstances, not, directly or indirectly, (iA) Target and the Supervisory Board approve, agree to, accept, endorse, recommend or submit to a vote of Target conclude in good faith that such Acquisition Proposal is reasonably likely its shareholders any alternative proposal, (B) withdraw, qualify or modify, or propose publicly to result withdraw, qualify or modify, in a Superior Proposal manner adverse to Forian and its affiliates, the recommendation of the Helix board of directors to approve the Helix merger proposal, or make any public statement, filing or release inconsistent with that recommendation (as hereinafter definedincluding, for the avoidance of doubt, recommending against the merger or approving, endorsing or recommending any alternative proposal), (iiC) prior fail to providing publicly recommend against any information alternative proposal or fail to publicly reaffirm the recommendation of the Helix board of directors to approve the Helix merger proposal, in each case within five (5) Business Days after Forian so requests in writing, (D) fail to recommend against any Person alternative proposal subject to Regulation 14D under the Exchange Act in connection with an Acquisition Proposal by any a Solicitation/Recommendation Statement on Schedule 14D-9 within ten (10) Business Days after the commencement of such Personalternative proposal, Target receives from such Person an executed confidentiality (E) fail to include the recommendation of the Helix board of directors to approve the Helix merger proposal and adopt the merger agreement on terms substantially similar to, and no less restrictive to such Person than those contained in the Hoosier Confidentiality Agreement and proxy statement/prospectus (iiiany of the foregoing clauses (A) prior through (E) being referred to providing any information to any Person or entering into discussions with any Personby us as an adverse recommendation change), Target notifies Purchasers promptly of such Acquisition Proposal or negotiations, including the -45-or