Common use of No Solicitation of Competing Proposal Clause in Contracts

No Solicitation of Competing Proposal. (a) From and after the date of this Agreement until the earlier of the Effective Time or the date, if any, on which this Agreement is terminated pursuant to Section 8.1, and except as otherwise provided for in this Agreement (including the other subsections of this Section 6.6), the Company agrees that it shall not, nor shall it authorize or knowingly permit any of its Representatives, or any of its subsidiaries, affiliates or any of their respective Representatives to, directly or indirectly: (i) solicit, initiate or knowingly facilitate or encourage (including by way of providing material nonpublic information), or agree to, approve or endorse, any Competing Proposal, (ii) enter into, continue or otherwise participate in any negotiations regarding, or furnish to any person any material nonpublic information with respect to, any Competing Proposal, (iii) enter into, continue or otherwise engage in discussions with any person with respect to, any Competing Proposal, (iv) approve or recommend any Competing Proposal, (v) enter into any letter of intent or similar document or any agreement or commitment to (x) facilitate or consummate any Competing Proposal, (y) approve or endorse any Competing Proposal, (z) in connection with any Competing Proposal, require it to abandon, terminate or fail to consummate the Merger, (vi) amend or grant any waiver or release or approve any transaction or redeem any Company Rights under the Company Rights Agreement, except in connection with the transactions contemplated by this Agreement, or (vii) resolve, propose or agree to take any of the actions prohibited by clauses (i) through (vi) of this sentence. The Company shall, and shall cause its Representatives, subsidiaries, affiliates and their respective Representatives to, immediately cease and cause to be terminated all existing solicitations, discussions or negotiations with respect to any person conducted heretofore by the Company, any of its subsidiaries or affiliates or their respective Representatives with respect to any Competing Proposal, and shall demand the return or destruction of any information previously provided with respect to such activities, discussions or negotiations, subject to the restrictions set forth in any applicable confidentiality agreements. Notwithstanding anything to the contrary contained herein, the Company shall be permitted to terminate, amend, modify, waive or fail to enforce any provision of any “standstill” or similar obligation of any person in order that such person may submit a Competing Proposal if the board of directors of the Company determines in good faith after consultation with the Company’s outside legal and financial advisors that failure to take such action would be inconsistent with the directors’ exercise of their fiduciary duties to the Company’s stockholders under applicable Law. (b) Notwithstanding the limitations set forth in Section 6.6(a), if the Company receives a bona fide written Competing Proposal that the board of directors of the Company determines in good faith after consultation with the Company’s outside legal and financial advisors (i) constitutes a Superior Proposal or (ii) could reasonably be expected to result in a Superior Proposal, the Company may, if its board of directors determines in good faith after consultation with the Company’s outside legal and financial advisors that failure to take such action would be inconsistent with its fiduciary duties under applicable Law, and subject to compliance with Section 6.6(e), take the following actions: (x) furnish nonpublic information with respect to the Company and its subsidiaries to the third party making such Competing Proposal and (y) engage in discussions or negotiations with the third party with respect to the Competing Proposal, in each case if, and only if, (A) all such information has previously been provided to Buyer or is provided to Buyer prior to or substantially concurrent with the time it is provided to such third party and (B) prior thereto, the Company and such third party enter into a confidentiality and standstill with such person that contains confidentiality and standstill provisions that are no less favorable in the aggregate to the Company than those contained in the Confidentiality Agreement (an “Acceptable Confidentiality Agreement”). (c) Except as set forth in Section 6.6(d), neither the board of directors of the Company nor any committee thereof shall (i)(A) change, qualify, withhold or withdraw, or publicly propose to change, qualify, withhold or withdraw the Company Recommendation or (B) recommend, adopt or approve, or propose publicly to recommend, adopt or approve, any Competing Proposal (any action described in this clause (i) being referred to as a “Change of Recommendation”) or (ii) approve or recommend, or propose to approve or recommend, or allow the Company or any of its affiliates to execute or enter into, any letter of intent, memorandum of understanding, agreement in principle, merger agreement, acquisition agreement, option agreement, joint venture agreement, partnership agreement or other similar agreement constituting or related to, any Competing Proposal (other than an Acceptable Confidentiality Agreement referred to in Section 6.6(b)) (each of the documents referred to in this clause (ii) shall be an “Acquisition Agreement”). (d) Notwithstanding the provisions of Section 6.6(c), if at any time prior to obtaining the Requisite Stockholder Approval, the board of directors of the Company has concluded in good faith (after consultation with the Company’s outside legal and financial advisors and after complying with and giving effect to all proposed adjustments to this Agreement offered by Buyer pursuant to this Section 6.6(d)) (i)(x) in response to a bona fide written Competing Proposal that was unsolicited, that such proposal is a Superior Proposal, and (y) that the failure of the board of directors of the Company to change, qualify, withhold or withdraw the Company Recommendation would be inconsistent with the directors’ exercise of their fiduciary duties to the Company’s stockholders under applicable Law, or (ii) in the absence of a Competing Proposal, the failure of the board of directors of the Company to take such action would be inconsistent with the directors’ exercise of their fiduciary duties to the Company’s stockholders under applicable Law, the board of directors of the Company may, subject to complying with Section 8.2(a), (1) change, qualify, withhold or withdraw the Company Recommendation and/or (2) in the case of clause (i) of this sentence, terminate this Agreement to enter into a binding written agreement with respect to such Superior Proposal in accordance with Section 8.1(g); provided, that the Company shall not terminate this Agreement pursuant to the foregoing clause (2) and any purported termination pursuant to the foregoing clause (2) shall be void and of no force or effect unless, in advance of or concurrently with such termination, the Company (X) pays the Company Termination Fee, as required by Section 8.2, and (Y) simultaneously with such termination enters into an Acquisition Agreement with respect to a Competing Proposal and terminates this Agreement pursuant to Section 8.1(g); provided, further that prior to taking any of the actions described in clauses (i) and (ii) of this sentence, the Company shall have given Buyer at least three (3) business days’ written notice (it being understood and agreed that any material amendment to the amount or form of consideration of the Superior Proposal shall require a new notice and a new three (3) business day period) of the material terms of the Superior Proposal and the Company’s intention to accept such Superior Proposal, and the Company shall, during such three (3) business day period, negotiate in good faith with Buyer to make such adjustments to the Merger Consideration and other terms and conditions of this Agreement such that such Competing Proposal would no longer constitute a Superior Proposal. The board of directors of the Company shall promptly consider in good faith (in consultation with its outside legal counsel and financial advisors) any proposed alteration of the terms of this Agreement or the Merger proposed by Buyer in response to any Competing Proposal. (e) In addition to the obligations of the Company set forth in Section 6.6(a), (b) and (c), the Company shall promptly (but in any event within 24 hours of receipt) notify Buyer of any (i) Competing Proposal, (ii) the material terms and conditions of any such Competing Proposal (including any material changes thereto), and (iii) the identity of the person making any such Competing Proposal. The Company shall promptly provide to Buyer any non-public information concerning the Company provided to any other person in connection with any Competing Proposal that was not previously provided to Buyer and any such non-public information shall be held by Buyer subject to the terms of the Confidentiality Agreement. (f) Nothing contained in this Section 6.6 shall prohibit the Company or the board of directors of the Company from (i) disclosing to the Company’s stockholders a position contemplated by Rules 14d-9 and 14e-2(a) promulgated under the Exchange Act or (ii) making any disclosure to its stockholders if the board of directors of the Company has reasonably determined in good faith, after consultation with outside legal counsel, that the failure to do so would be inconsistent with any applicable Law. The disclosures under this Section 6.6(f) shall not be a basis, in themselves, for Buyer to terminate this Agreement pursuant to Section 8.1(f) so long as any such disclosure rejects any Competing Proposal and reaffirms the Company Recommendation. (g) As used in this Agreement, “Competing Proposal” shall mean any proposal or offer from any third party (other than a proposal or offer by Buyer or any of its subsidiaries) relating to, or any inquiry that would reasonably be expected to lead to (i) a merger, consolidation, recapitalization, liquidation, dissolution, joint venture, binding share exchange, business combination or similar transaction involving the Company or any of its significant subsidiaries pursuant to which any person or the stockholders of any person would own twenty-five percent (25%) or more of any class of equity securities of the Company or any of its significant subsidiaries or of any resulting parent company of the Company; or (ii) any direct or indirect acquisition or purchase by any person, in one transaction or a series of transactions, that would constitute twenty-five percent (25%) or more of the revenues, net income or assets of the Company and its subsidiaries, taken as a whole (but exclusive of CPEX), or twenty-five percent (25%) or more of any class of equity securities of the Company or any of its significant subsidiaries.

No Solicitation of Competing Proposal. (a) From and after the date of this Agreement until the earlier of the Effective Time Closing Date or the date, if any, on which this Agreement is terminated pursuant to Section 8.111.1, and except as otherwise provided for in this Agreement (including the other subsections of this Section 6.6)Sections 10.4 or 10.11, the Company Seller agrees that neither it nor any Subsidiary of the Seller shall, and that it shall not, nor shall it authorize or knowingly permit any of cause its Representatives, or any of its subsidiaries, affiliates or any of and their respective Representatives toofficers, directors, employees, managers, accountants, consultants, legal counsel, financial advisors, agents and other advisors and representatives (collectively, the “Representatives”) not to directly or indirectly: (i) solicit, initiate initiate, assist or knowingly facilitate or encourage (including by way of providing material nonpublic information)the making of, any Competing Proposal or agree to, approve any inquiry offer or endorse, proposal that could reasonably be expected to lead to any Competing Proposal, (ii) enter into, engage or participate in, or continue or otherwise participate in any negotiations regarding, regarding any Competing Proposal or furnish any inquiry proposal or offer that could reasonably be expected to any person any material nonpublic information with respect lead to, any Competing Proposal, (iii) enter intoother than in the ordinary course of business consistent with past practice and not in connection with any Competing Proposal, continue furnish to any person or otherwise group (other than Buyer Parent and its Affiliates) any non-public information relating to the Seller or any of its Subsidiaries (provided that the Seller may furnish information with respect to the Merger Transaction to the Merger Buyer and may furnish information with respect to the CBNA Transaction to CBNA), (iv) engage or participate in discussions with any person Person with respect to, to any Competing ProposalProposal or any proposal, (iv) approve inquiry or recommend offer that could reasonably be expected to lead to any Competing Proposal, (v) approve, endorse or recommend or propose publicly to approve, endorse or recommend any Competing Proposal or any proposal, inquiry or offer that could reasonably be expected to lead to any Competing Proposal; or (vi) approve, endorse or recommend or publicly announce an intention to approve, endorse or recommend, or enter into any letter of intent or similar document or any agreement, commitment or other contract or agreement or commitment relating to (x) facilitate or consummate any Competing ProposalProposal or any inquiry, (y) approve offer or endorse proposal that could reasonably be expected to lead to, any Competing Proposal, Proposal (z) in connection with any Competing Proposal, require it to abandon, terminate or fail to consummate the Merger, (vi) amend or grant any waiver or release or approve any transaction or redeem any Company Rights under the Company Rights Agreement, except in connection with the transactions other than as contemplated by the Related Transactions). The Seller agrees that any breach of this Agreement, Section 10.4(a) by any Subsidiary or (vii) resolve, propose Affiliate of the Seller or agree to take any of the actions prohibited by clauses (i) through (vi) its or their respective Representatives shall constitute a breach of this sentence. Section 10.4(a) by the Seller. (b) The Company Seller shall, and shall cause its Representatives, subsidiaries, affiliates Subsidiaries and its and their respective Representatives to, immediately cease and cause to be terminated all any existing solicitations, discussions or negotiations with respect to any person conducted heretofore by Person (other than the Company, any of its subsidiaries or affiliates or their respective Representatives parties hereto) with respect to any Competing Proposal, and shall demand Proposal (other than as contemplated by the return or destruction of Related Transactions). (c) Notwithstanding any information previously provided with respect to such activities, discussions or negotiations, subject to the restrictions limitations set forth in any applicable confidentiality agreements. Notwithstanding anything this Agreement, if after the date hereof and prior to the contrary contained hereinreceipt of the Seller Stockholder Approval, the Company shall be permitted to terminate, amend, modify, waive or fail to enforce any provision of any “standstill” or similar obligation of any person in order that such person may submit a Seller receives an unsolicited bona fide written Competing Proposal if that (i) did not result from a violation of Section 10.4 and (ii) the board Board of directors Directors of the Company Seller (upon the recommendation of the Special Committee) determines in good faith after consultation with the CompanySeller’s outside legal and financial advisors that failure such Competing Proposal constitutes or would reasonably be expected to take such action would be inconsistent with result, after the directors’ exercise taking of their fiduciary duties any of the actions referred to the Company’s stockholders under applicable Law. in any of clause (b) Notwithstanding the limitations set forth in Section 6.6(ax), if the Company receives a bona fide written Competing Proposal that the board of directors of the Company determines (y) or (z) below, in good faith after consultation with the Company’s outside legal and financial advisors (i) constitutes a Superior Proposal or (ii) could reasonably be expected to result in a an Alternate Superior Proposal, then, the Company Seller may, if its board at any time prior to the receipt of directors determines in good faith after consultation with the Company’s outside legal and financial advisors that failure to take such action would be inconsistent with its fiduciary duties under applicable Law, and subject to compliance with Section 6.6(e)Seller Stockholder Approval, take the following actions: (x) furnish nonpublic non-public information with respect to the Company Seller and its subsidiaries Subsidiaries to the third party making such Competing Proposal Proposal, if, and only if, such information has been previously or is contemporaneously provided to Buyer Parent and prior to so furnishing such information, the Seller receives from the third party an executed confidentiality agreement with terms no less favorable in the aggregate to the third party than the Confidentiality Agreement is to Buyer Parent, (y) engage or participate in discussions or negotiations with the such third party with respect to the Competing Proposal, and (z) in each the case ifof a Competing Proposal that constitutes or would reasonably be expected to result in an Alternate Superior Proposal, engage in discussions or negotiations with CBNA and only ifMerger Buyer, with respect to the Competing Proposal; provided, however, that as promptly as reasonably practicable following the Seller taking such actions as described in clauses (x), (Ay) all such information has previously been provided or (z) above (and in any event within 24 hours), the Seller shall provide written notice to Buyer or is Parent of such determination as provided to Buyer prior to or substantially concurrent with for in clause (ii) above, the time it is provided to such identity of the third party making such Competing Proposal and (B) prior theretothe terms and conditions of the Competing Proposal. The Seller shall keep Buyer Parent informed on a current basis of the status of any such discussions or negotiations, the Company including any discussions or negotiations with CBNA and such third party enter into a confidentiality Merger Buyer. Buyer Parent shall be permitted to engage in discussions and standstill negotiations with such person that contains confidentiality CBNA and standstill provisions that are no less favorable Merger Buyer in the aggregate to the Company than those contained in the Confidentiality Agreement (an “Acceptable Confidentiality Agreement”)connection with any Competing Proposal. (cd) Except as set forth in Section 6.6(d), neither Neither the board Board of directors Directors of the Company Seller nor any committee thereof shall shall: (i)(Ai) change, qualify, withhold withdraw or withdrawmodify, or publicly propose to change, qualify, withhold withdraw or withdraw modify the Company Seller Recommendation or (B) recommend, adopt or approve, or propose publicly to recommend, adopt or approve, any Competing Proposal (any action described in this clause (i) being referred to as a “Change of Recommendation”) or ); (ii) approve or recommend, or publicly propose to approve or recommend, or allow the Company or any of its affiliates to execute or enter into, any letter of intent, memorandum of understanding, agreement in principle, merger agreement, acquisition agreement, option agreement, joint venture agreement, partnership agreement or other similar agreement constituting or related to, recommend any Competing Proposal Proposal; or (other than an Acceptable Confidentiality Agreement referred iii) exempt any person from any state takeover law, except as provided or permitted by this Section 10.4. (e) If prior to in Section 6.6(b)) (each the receipt of the documents referred to in Seller Stockholder Approval either: (i) the Seller receives an unsolicited Superior Proposal or an unsolicited Alternate Superior Proposal and the Seller has complied with its obligations under this clause Section 10.4, or (ii) shall be an “Acquisition Agreement”). (d) Notwithstanding the provisions of Section 6.6(c), if at any time prior to obtaining the Requisite Stockholder Approvalother than in connection with a Competing Proposal, the board Board of directors Directors of the Company has concluded Seller (upon the recommendation of the Special Committee) determines in good faith (in response to the occurrence of a Seller Intervening Event, after consultation with the Company’s outside legal and financial advisors and after complying with and giving effect to all proposed adjustments to this Agreement offered by Buyer pursuant to this Section 6.6(d)) (i)(x) in response to a bona fide written Competing Proposal that was unsolicitedthat, that such proposal is a Superior Proposal, and (y) that the failure of the board Board of directors Directors of the Company Seller to change, qualify, withhold or withdraw the Company effect a Change of Recommendation would be inconsistent with the directors’ exercise of their fiduciary duties of the Board of Directors of the Seller to the CompanySeller’s stockholders under applicable Law, or (ii) in then, prior to the absence receipt of a Competing Proposalthe Seller Stockholder Approval, the failure Board of Directors of the board Seller may effect a Change of directors Recommendation (a “Permitted Change of the Company to take such action would be inconsistent with the directors’ exercise of their fiduciary duties to the Company’s stockholders under applicable Law, the board of directors of the Company may, subject to complying with Section 8.2(a), (1) change, qualify, withhold or withdraw the Company Recommendation and/or (2) in the case of clause (i) of this sentence, terminate this Agreement to enter into a binding written agreement with respect to such Superior Proposal in accordance with Section 8.1(gRecommendation”); provided, that the Company shall not terminate this Agreement pursuant to the foregoing clause (2) and any purported termination pursuant to the foregoing clause (2) shall be void and of no force or effect unless, in advance of or concurrently with such termination, the Company (X) pays the Company Termination Fee, as required by Section 8.2, and (Y) simultaneously with such termination enters into an Acquisition Agreement with respect to clause (i), (x) the Seller shall have first (A) provided seven (7) Business Days’ prior written notice (a Competing “Notice of Superior Proposal”) to Buyer Parent that it is prepared to effect a Permitted Change of Recommendation in response to a Superior Proposal or an Alternate Superior Proposal and terminates this Agreement pursuant to Section 8.1(g); providedspecifying the reasons therefor, further that prior to taking any including the terms and conditions of the actions described in clauses (i) Superior Proposal or the Alternate Superior Proposal that are the basis of such proposed Permitted Change of Recommendation, copies of the agreements proposed to effect such Superior Proposal or Alternate Superior Proposal, as well as all material correspondence relating to such Superior Proposal or Alternate Superior Proposal and (ii) the identity of this sentence, the Company shall have given Buyer at least three (3) business days’ written notice Person making such proposed Superior Proposal or Alternate Superior Proposal (it being understood and agreed that any material amendment to the amount financial terms or form any material amendment of consideration of the any such Superior Proposal or Alternate Superior Proposal shall require a new notice Notice of Superior Proposal and a new three seven (37) business day Business Day period), and (B) of during such seven (7) Business Day period, if requested by Buyer Parent, engaged in good faith negotiations with Buyer Parent (and the material terms of parties to the Related Transactions, if applicable) to amend this Agreement, the Transaction Documents (and/or the Related Transaction Documents) in such a manner that any Competing Proposal which was determined to be a Superior Proposal and the Company’s intention to accept such or an Alternate Superior Proposal, and as the Company shallcase may be, during such three (3) business day period, negotiate in good faith with Buyer to make such adjustments to the Merger Consideration and other terms and conditions of this Agreement such that such Competing Proposal would no longer constitute a Superior Proposal or Alternate Superior Proposal. The board , as the case may be, and (y) at the end of directors such seven (7) Business Day period (or at such earlier time following receipt of a Notice of Superior Proposal that Buyer Parent notifies the Company shall promptly consider Seller that it is not interested in good faith (in consultation with its outside legal counsel pursuing further negotiations to amend this Agreement), such Competing Proposal has not been withdrawn and financial advisors) continues to constitute a Superior Proposal or an Alternate Superior Proposal taking into account any proposed alteration of changes, which have not been withdrawn, to the terms of this Agreement or the Merger proposed by Buyer Parent and/or, in the case of a Superior Proposal only, any changes to the Transaction Documents or Related Transaction Documents proposed by the parties thereto following a Notice of Superior Proposal, as a result of the negotiations required by sub-clause (B) or otherwise) and in the case of clause (ii), the Seller shall have first provided seven (7) Business Days’ prior written notice (“Notice of a Proposed Change of Recommendation”) to Buyer Parent that it is prepared to effect a Permitted Change of Recommendation in response to any Competing Proposala Seller Intervening Event and describing such Seller Intervening Event and during such seven (7) Business Day period, if requested by Buyer Parent, engaged in, and caused its Representatives and Affiliates to have engaged in, good faith negotiations with Buyer Parent and its Representatives (and the parties to the Related Transaction Documents and their Representatives) to amend this Agreement, the Transaction Documents and/or the Related Transaction Documents and at the end of such seven (7) Business Day period, the Board of Directors of the Seller (upon the recommendation of the Special Committee) after taking into account all changes, which have not been withdrawn, to the terms of this Agreement, the Transaction Documents and/or the Related Transaction Documents proposed by Buyer Parent or the parties thereto following such Notice of a Proposed Change of Recommendation, again determines in good faith that the failure to effect a Change of Recommendation would be inconsistent with the fiduciary duties of the Board of Directors of the Seller to the Seller’s stockholders under applicable Law. (ef) In addition to the obligations of the Company set forth in Section 6.6(a), (b) and (c), the Company The Seller shall advise Buyer Parent promptly (but and in any event within 24 hours of receipthours) notify Buyer of any of: (i) any Competing Proposal or indication, inquiry proposal or offer with respect to or that could reasonably be expected to lead to any Competing Proposal; (ii) any request for non-public information relating to the Seller; and (iii) any inquiry or request for discussion or negotiation regarding a Competing Proposal, (ii) including in each case the identity of the Person making any such Competing Proposal or indication, inquiry offer or proposal the material terms and conditions of any such Competing Proposal (including or indication, inquiry offer or proposal and any material correspondence relating thereto. The Seller shall keep Buyer Parent informed on a current basis of any material changes thereto), and (iii) the identity of the person making any such Competing Proposal. The Company shall promptly provide to Buyer any non-public information concerning the Company provided to any other person in connection with any Competing Proposal that was not previously provided to Buyer and any such non-public information shall be held by Buyer subject to the terms of the Confidentiality Agreementany such Competing Proposal or indication or inquiry. (fg) Notwithstanding the limitations set forth in this Section 10.4, and in accordance with Section 10.4(e), if the Board of Directors of the Seller has effected a Permitted Change of Recommendation in compliance with the requirements of Section 10.4(e)(i) and in response to a Superior Proposal (but not an Alternate Superior Proposal) and is not in breach of Section 10.4, then prior to receipt of the Seller Stockholder Approval, the Board of Directors of the Seller (upon the recommendation of the Special Committee) may cause the Seller to enter into a binding written agreement (a “Superior Proposal Agreement”) to effect a Superior Proposal and terminate this Agreement in accordance with Section 11.1(h). (h) Nothing contained in this Section 6.6 Agreement shall prohibit the Company Seller or the board Board of directors Directors of the Company Seller from (i) disclosing to the CompanySeller’s stockholders a position contemplated by Rules 14d-9 and 14e-2(a) promulgated under the Exchange Act or (ii) making any disclosure to its stockholders if the board Board of directors Directors of the Company Seller (or a committee thereof, as applicable) has reasonably determined in good faith, after consultation with outside legal counseland financial advisors, that the failure to do so would be inconsistent with any applicable Law. The disclosures ; provided, however, that (A) any disclosure of a position contemplated by Rule 14e-2(a) or Rule 14d-9 promulgated under the Exchange Act other than a “stop, look and listen”, an express rejection of any applicable Competing Proposal or an express reaffirmation of the Seller Recommendation shall be deemed to be a Change of Recommendation and (B) neither the Seller nor the Seller’s Board of Directors (nor any committee thereof) shall make any Change of Recommendation except in accordance with the other provisions of this Section 6.6(f) shall not be a basis, in themselves, for Buyer to terminate this Agreement pursuant to Section 8.1(f) so long as any such disclosure rejects any Competing Proposal and reaffirms the Company Recommendation10.4. (gi) As used in this Agreement, “Competing Proposal” shall mean any proposal or offer from any third party (Person or group of Persons other than a proposal Buyer Parent and its Affiliates to effect: (A) any direct or offer indirect acquisition or purchase, in any single transaction or series of related transactions, by Buyer any such Person or any group, of its subsidiaries) relating to, or any inquiry that would reasonably be expected to lead to (i) a merger, consolidation, recapitalization, liquidation, dissolution, joint venture, binding share exchange, business combination or similar transaction involving the Company or any of its significant subsidiaries pursuant to which any person or the stockholders of any person would own twenty-five percent (25%) 15% or more of any class of equity securities the fair market value of the Company or any of its significant subsidiaries or of any resulting parent company of the CompanyAcquired Assets; or (iiB) any direct or indirect acquisition or purchase by any person, in one transaction person or a series group of transactions, that would constitute twenty-five percent (25%) persons of 15% or more of the revenues, net income or assets of the Company and its subsidiaries, taken as a whole (but exclusive of CPEX), or twenty-five percent (25%) or more of any class of equity total outstanding voting securities of the Company Seller or any of its significant subsidiariesSubsidiaries; (C) any tender offer or exchange offer (including through the filing with the SEC of a Schedule TO), as defined pursuant to the Exchange Act, that if consummated, would result in any Person or group beneficially owning 15% or more of the Seller Common Stock or (D) any merger, consolidation, business combination, recapitalization, issuance of or amendment to the terms of outstanding stock or other securities, liquidation, dissolution or other similar transaction involving the Seller as a result of which any Person or group acting in concert would acquire assets or securities or interests described in clause (A), (B) or (C) above.

No Solicitation of Competing Proposal. (a) From Except as provided in this Section 4.15, from and after the date of this Agreement until the earlier of the Effective Time or Closing Date and the date, if any, on which this Agreement is terminated pursuant to Section 8.1, and except as otherwise provided for in this Agreement (including the other subsections of this Section 6.6)6.10, the Company agrees that it shall not, nor and that it shall it authorize or knowingly permit any of direct and use its Representativesreasonable best efforts to cause the Company’s directors, or any of its subsidiariesofficers, affiliates or any of their respective Representatives employees, agents, consultants and advisors not to, directly or indirectly: (i) , solicit, initiate initiate, encourage or knowingly facilitate any inquiries or encourage (including by way of providing material nonpublic information)proposals from, discuss or negotiate with, or agree to, approve or endorse, provide any Competing Proposal, (ii) enter into, continue or otherwise participate in any negotiations regarding, or furnish to any person any material nonpublic information with respect to, any Competing Proposal, (iii) enter into, continue Person relating to any Acquisition Transaction or otherwise engage in discussions with any person with respect to, any Competing Proposal, (iv) approve or recommend any Competing Proposal, (v) enter into any letter of intent or similar document or any agreement or commitment to (x) facilitate or consummate any Competing Proposal, (y) approve or endorse any Competing Proposal, (z) in connection with any Competing Proposal, require it to abandon, terminate or fail to consummate the Merger, (vi) amend or grant any waiver or release or approve any transaction or redeem any Company Rights under a potential Acquisition Transaction involving the Company Rights Agreement, except in connection with the transactions contemplated by this Agreement, or (vii) resolve, propose or agree to take any of the actions prohibited by clauses (i) through (vi) of this sentence. The Company shall, and shall cause its Representatives, subsidiaries, affiliates and their respective Representatives to, immediately cease and cause to be terminated all existing solicitations, discussions or negotiations with respect to any person conducted heretofore by the Company, any of its subsidiaries or affiliates or their respective Representatives with respect to any Competing Proposal, and shall demand the return or destruction of any information previously provided with respect to such activities, discussions or negotiations, subject to the restrictions set forth in any applicable confidentiality agreements. Notwithstanding anything to the contrary contained herein, the Company shall be permitted to terminate, amend, modify, waive or fail to enforce any provision of any “standstill” or similar obligation of any person in order that such person may submit a Competing Proposal if the board of directors of the Company determines in good faith after consultation with the Company’s outside legal and financial advisors that failure to take such action would be inconsistent with the directors’ exercise of their fiduciary duties to the Company’s stockholders under applicable LawSubsidiaries. (b) Notwithstanding the limitations set forth in Section 6.6(a4.15(a), if after the date of this Agreement and prior to the Closing Date, the Company receives a bona fide written Competing Proposal that the board of directors unsolicited proposal from a third party or “group” (as defined in or under Section 13(d) of the Exchange Act) with respect to an Acquisition Transaction that was not directly or indirectly, after the date hereof, made, encouraged, facilitated, solicited, initiated or assisted by the Company or its directors, officers, employees, agents, consultants and advisors (an “Unsolicited Company Proposal”) which did not result from or arise in connection with a breach of Section 4.15(a) and which: (i) constitutes a Superior Proposal (as defined in Section 4.15(f)); or (ii) which the Board determines in good faith faith, after consultation with the Company’s outside legal and financial advisors (i) constitutes a Superior Proposal or (ii) advisors, could reasonably be expected to result result, after the taking of any of the actions referred to in either of clause (x) or (y) below, in a Superior Proposal, the Company may, if its board of directors determines in good faith after consultation with the Company’s outside legal and financial advisors that failure to take such action would be inconsistent with its fiduciary duties under applicable Law, and subject to compliance with Section 6.6(e), may take the following actionsactions after providing written notice to the Initial Investors of such determination and the basis therefor: (x) furnish nonpublic information with respect to the Company and its subsidiaries the Company Subsidiaries to the third party making such Competing Proposal Unsolicited Company Proposal, if, and only if, prior to so furnishing such information, the Company and such third party enter into a confidentiality agreement that, taken as a whole, is no more favorable to such third party or parties than the Confidentiality Agreement and (y) engage in discussions or negotiations with the third party with respect to the Competing Unsolicited Company Proposal; provided, in each case ifhowever, and only if, (A) all such information that the Company has previously been provided to Buyer or is provided to Buyer prior to or substantially concurrent complied with the time it is provided requirements of Section 4.15(d) with respect to such third party and (B) prior thereto, the Unsolicited Company and Proposal or such third party enter into a confidentiality and standstill with such person that contains confidentiality and standstill provisions that are no less favorable in the aggregate to the Company than those contained in the Confidentiality Agreement (an “Acceptable Confidentiality Agreement”)Superior Proposal. (c) Except as Notwithstanding the foregoing and the limitations set forth in Section 6.6(d4.15(a), neither the board of directors of the Company nor any committee thereof shall (i)(A) changeif, qualify, withhold or withdraw, or publicly propose to change, qualify, withhold or withdraw the Company Recommendation or (B) recommend, adopt or approve, or propose publicly to recommend, adopt or approve, any Competing Proposal (any action described in this clause (i) being referred to as a “Change of Recommendation”) or (ii) approve or recommend, or propose to approve or recommend, or allow the Company or any of its affiliates to execute or enter into, any letter of intent, memorandum of understanding, agreement in principle, merger agreement, acquisition agreement, option agreement, joint venture agreement, partnership agreement or other similar agreement constituting or related to, any Competing Proposal (other than an Acceptable Confidentiality Agreement referred to in Section 6.6(b)) (each of the documents referred to in this clause (ii) shall be an “Acquisition Agreement”). (d) Notwithstanding the provisions of Section 6.6(c), if at any time prior to obtaining the Requisite Stockholder ApprovalClosing, the board of directors of the Company has concluded Board determines in good faith (faith, after consultation with the Company’s outside legal and financial advisors advisors, that, due to the existence of a Superior Proposal or an Unsolicited Company Proposal which the Board determines in good faith, after consultation with the Company’s outside legal and financial advisors, could reasonably be expected to result, after complying with and giving effect the taking of any of the actions referred to all proposed adjustments to this Agreement offered by Buyer pursuant to this in either of clause (x) or (y) of Section 6.6(d4.15(b)) (i)(x) , in response to a bona fide written Competing Proposal that was unsolicited, that such proposal is a Superior Proposal, and (y) that the failure of the board of directors of the Company Board may, solely with respect to change, qualify, withhold or withdraw the Company Recommendation would be inconsistent with the directors’ exercise of their fiduciary duties to the Company’s stockholders under applicable Law, or (ii) in the absence of a Competing Superior Proposal, the failure of the board of directors of the Company to take such action would be inconsistent with the directors’ exercise of their fiduciary duties to the Company’s stockholders under applicable Law, the board of directors of the Company may, subject to complying with Section 8.2(a), (1) change, qualify, withhold or withdraw the Company Recommendation and/or (2) in the case of clause (i) of this sentence, terminate this Agreement to enter into a binding written agreement with respect to such Superior Proposal in accordance with Section 8.1(g); provided, and terminate this Agreement (provided that the Company shall may not terminate this Agreement pursuant to the foregoing clause (2) foregoing, and any purported termination pursuant to the foregoing clause (2) shall be void and of no force or effect unlesseffect, unless the Board determines in advance of or concurrently good faith, after consultation with the Company’s outside legal and financial advisors, that failure to take such terminationaction would be inconsistent with its fiduciary duties under applicable law, the Company (X) pays the Company Termination Fee, as required by Section 8.2, and (Y) simultaneously with such termination enters into an Acquisition Agreement with respect to a Competing Proposal and terminates this Agreement pursuant to Section 8.1(g); provided, further that prior to taking any of the actions described in clauses (i) and (ii) of this sentence, but only if the Company shall have given Buyer at least three first: (3i) business daysprovided five (5) Business Days’ prior written notice to each Purchaser that it is prepared to enter into a binding written agreement with respect to the Superior Proposal and terminate this Agreement, and specifying the reasons therefor, including the material terms and conditions of the Unsolicited Company Proposal or Superior Proposal, as applicable (it being understood including the most current version of any proposed agreement(s)), and agreed the identity of the Person making the proposal; (ii) offered to provide to each Purchaser all material non-public information delivered or made available to the person making any Unsolicited Company Proposal or Superior Proposal in connection with such Unsolicited Company Proposal or Superior Proposal that was not previously delivered or made available to each Purchaser; (iii) provided to each Purchaser copies of documents relating to the Unsolicited Company Proposal or Superior Proposal provided to the Company by the Person making the proposal (or provided by the Company to such person or their representatives), including the most current version of any proposed agreement or any other letter or other document containing such Persons’ proposal (and the Company’s response(s) thereto) and the terms and conditions thereof; and (iv) during such five (5) Business Day period, if requested by the Initial Investors, engaged in, and caused its financial and legal advisors to engage in, good faith negotiations with the Initial Investors to amend this Agreement so that such Unsolicited Company Proposal ceases to constitute a Superior Proposal). The Company acknowledges and agrees that (i) any change to the financial terms or (ii) any material amendment change to the amount any other terms of an Unsolicited Company Proposal or form of consideration of the Superior Proposal shall require a new notice and a new three compliance with the foregoing provisions anew except such period shall be reduced from five (35) business day periodBusiness Days to two (2) of the material terms of the Superior Proposal and the Company’s intention to accept such Superior Proposal, and the Company shall, during such three (3) business day period, negotiate in good faith with Buyer to make such adjustments to the Merger Consideration and other terms and conditions of this Agreement such that such Competing Proposal would no longer constitute a Superior Proposal. The board of directors of the Company shall promptly consider in good faith (in consultation with its outside legal counsel and financial advisors) any proposed alteration of the terms of this Agreement or the Merger proposed by Buyer in response to any Competing ProposalBusiness Days. (ed) In addition to the obligations of the Company set forth in Section 6.6(a), (b) and (c), the The Company shall notify each Purchaser orally and in writing promptly (but in no event later than one (1) Business Day) after receipt by the Company, the Bank, or any event within 24 hours of receipt) notify Buyer their respective directors, officers, employees, representatives, agents or advisors of any (i) Competing Proposalproposal or offer from any Person other than a Purchaser regarding an Acquisition Transaction or any request for non-public information by any Person other than a Purchaser in connection with an Acquisition Transaction indicating, (ii) in connection with such notice, the name of such Person and the material terms and conditions of any proposals or offers (including, if applicable, copies of any written requests, proposals or offers, including proposed agreements) and thereafter shall keep each Purchaser informed, on a prompt basis, of the status and terms of any such Competing Proposal proposals or offers (including any material changes amendments thereto), ) and (iii) the identity status of the person making any such Competing Proposal. The Company shall promptly provide to Buyer discussions or negotiations, including any non-public information concerning change in the Company provided to any other person in connection with any Competing Proposal that was not Company’s intentions as previously provided to Buyer and any such non-public information shall be held by Buyer subject to the terms of the Confidentiality Agreementnotified. (fe) Nothing contained in this Section 6.6 Agreement shall prohibit prevent the Company or the board of directors of the Company Board from (iissuing a “stop, look and listen” communication pursuant to Rule 14d-9(f) disclosing to the Company’s stockholders a position contemplated by Rules 14d-9 and 14e-2(a) promulgated under the Exchange Act or (ii) complying with Rule 14d-9 and Rule 14e-2 under the Exchange Act with respect to an Acquisition Transaction or from making any disclosure to its stockholders the Company shareholders if the board of directors of the Company has reasonably determined in good faith, Board (after consultation with outside legal counsel, ) concludes that the its failure to do so would be inconsistent with any its fiduciary duties under applicable Law. The disclosures under this Section 6.6(f) shall not be a basis, in themselves, for Buyer to terminate this Agreement pursuant to Section 8.1(f) so long as any such disclosure rejects any Competing Proposal and reaffirms the Company Recommendation. (gf) As used in this Agreementagreement, “Competing Superior Proposal” shall mean a bona fide written Unsolicited Company Proposal (not solicited or initiated in material violation of Section 4.15(a)) that relates to a potential Acquisition Transaction (but changing the references to the 5% amounts contained in the definition of Acquisition Transaction to references to 50%) that is determined in good faith by the Board of the Company, after consultation with the Company’s legal and financial advisors after taking into account all the terms and conditions of the Unsolicited Company Proposal and this Agreement, is on terms that are more favorable to the shareholders of the Company from a financial point of view than the transactions contemplated by the Transaction Documents (after giving effect to any changes to this Agreement proposed by the Purchasers in response to such proposal or otherwise) and is, in the reasonable judgment of the Board, reasonably capable of being completed on its stated terms, taking into account all financial, regulatory, legal and other aspects of such inquiry, proposal or offer from any and the third party (other than a or parties making the inquiry, proposal or offer by Buyer or any of its subsidiaries) relating to, or any inquiry that would reasonably be expected to lead to (i) a merger, consolidation, recapitalization, liquidation, dissolution, joint venture, binding share exchange, business combination or similar transaction involving the Company or any of its significant subsidiaries pursuant to which any person or the stockholders of any person would own twenty-five percent (25%) or more of any class of equity securities of the Company or any of its significant subsidiaries or of any resulting parent company of the Company; or (ii) any direct or indirect acquisition or purchase by any person, in one transaction or a series of transactions, that would constitute twenty-five percent (25%) or more of the revenues, net income or assets of the Company and its subsidiaries, taken as a whole (but exclusive of CPEX), or twenty-five percent (25%) or more of any class of equity securities of the Company or any of its significant subsidiariesoffer.

No Solicitation of Competing Proposal. (a) From and after the date of this Agreement until the earlier of the Effective Time or the date, if any, on which this Agreement is terminated pursuant to Section 8.1, and except as otherwise provided for in this Agreement (including the other subsections of this Section 6.6), the Company agrees that neither it nor any Subsidiary of the Company shall, and that it shall not, nor shall it authorize or knowingly permit any of cause its Representatives, or any of its subsidiaries, affiliates or any of and their respective Representatives not to, directly or indirectly: (i) solicit, initiate initiate, assist or knowingly facilitate or encourage (including by way the making of providing material nonpublic information)any Competing Proposal or any inquiry, offer or agree to, approve or endorse, proposal that could reasonably be expected to lead to any Competing Proposal, ; (ii) enter into, engage or participate in, or continue or otherwise participate in any negotiations regardingregarding any Competing Proposal or any inquiry, proposal or furnish offer that could reasonably be expected to any person any material nonpublic information with respect lead to, any Competing Proposal, ; (iii) enter intoother than in the ordinary course of business consistent with past practice and not in connection with any Competing Proposal, continue furnish to any person or otherwise group (other than Buyer and its Affiliates) any non-public information relating to the Company or any of its Subsidiaries (provided that the Company may furnish information with respect to the FFELP Transaction to the FFELP Buyer Parent and may furnish information with respect to the CBNA Transaction to CBNA); (iv) engage or participate in discussions with any person with respect toto any Competing Proposal or any proposal, inquiry or offer that could reasonably be expected to lead to any Competing Proposal; (v) approve, (iv) approve endorse or recommend or propose publicly to approve, endorse or recommend any Competing Proposal or any proposal, inquiry or offer that could reasonably be expected to lead to any Competing Proposal; or (vi) approve, (v) endorse or recommend or publicly announce an intention to approve, endorse or recommend, or enter into any letter of intent or similar document or any agreement agreement, commitment or commitment other Contract relating to (x) facilitate or consummate any Competing ProposalProposal or any inquiry, (y) approve offer or endorse proposal that could reasonably be expected to lead to, any Competing Proposal, Proposal (zother than as contemplated by the Related Transactions). The Company agrees that any breach of this Section 6.6(a) in connection with by any Competing Proposal, require it to abandon, terminate Subsidiary or fail to consummate the Merger, (vi) amend or grant any waiver or release or approve any transaction or redeem any Company Rights under Affiliate of the Company Rights Agreement, except in connection with the transactions contemplated by this Agreement, or (vii) resolve, propose or agree to take any of the actions prohibited by clauses (i) through (vi) its or their respective Representatives shall constitute a breach of this sentence. Section 6.6(a) by the Company. (b) The Company shall, and shall cause its Representatives, subsidiaries, affiliates Subsidiaries and its and their respective Representatives to, immediately cease and cause to be terminated all any existing solicitations, discussions or negotiations with respect to any person conducted heretofore by (other than the Company, any of its subsidiaries or affiliates or their respective Representatives parties hereto) with respect to any Competing Proposal, and shall demand Proposal (other than as contemplated by the return or destruction of Related Transactions). (c) Notwithstanding any information previously provided with respect to such activities, discussions or negotiations, subject to the restrictions limitations set forth in any applicable confidentiality agreements. Notwithstanding anything this Agreement, if after the date hereof and prior to the contrary contained hereinreceipt of the Requisite Stockholder Approval, the Company shall be permitted to terminatereceives an unsolicited, amend, modify, waive or fail to enforce any provision of any “standstill” or similar obligation of any person in order that such person may submit a bona fide written Competing Proposal if that (i) did not result from a violation of Section 6.6 and (ii) the board Board of directors Directors of the Company (upon the recommendation of the Special Committee) determines in good faith after consultation with the Company’s outside legal and financial advisors that such Competing Proposal constitutes or would reasonably be expected to result, after the taking of any of the actions referred to in any of clause (x), (y) or (z) below, in a Superior Proposal or an Alternate Superior Proposal, then the Company may, at any time prior to the receipt of the Requisite Stockholder Approval, take the following actions: (x) furnish non-public information with respect to the Company and its Subsidiaries to the third party making such Competing Proposal, if, and only if, such information has been previously or is contemporaneously provided to Buyer and prior to so furnishing such information, the Company receives from the third party an executed confidentiality agreement with terms no less favorable in the aggregate to the third party than the Confidentiality Agreement is to Buyer; (y) engage or participate in discussions or negotiations with such third party with respect to the Competing Proposal; and (z) in the case of a Competing Proposal that constitutes or would reasonably be expected to result in an Alternate Superior Proposal, engage in discussions or negotiations with CBNA and FFELP Buyer Parent with respect to the Competing Proposal; provided, however, that as promptly as reasonably practicable following the Company taking such actions as described in clauses (x), (y) or (z) above (and in any event within 24 hours), the Company shall provide written notice to Buyer of such determination as provided for in clause (ii) above, the identity of the third party making such Competing Proposal and the terms and conditions of the Competing Proposal. The Company shall keep Buyer informed on a current basis of the status of any such discussions or negotiations, including any discussions or negotiations with CBNA and FFELP Buyer Parent. Buyer shall be permitted to engage in discussions and negotiations with CBNA and FFELP Buyer Parent in connection with any Competing Proposal. (d) Neither the Board of Directors of the Company nor any committee thereof shall (i) change, qualify, withdraw or modify, or publicly propose to change, qualify, withdraw or modify the Company Recommendation (a “Change of Recommendation”), (ii) approve or recommend, or publicly propose to approve or recommend, any Competing Proposal or (iii) exempt any person from any state takeover law, except as provided or permitted by this Section 6.6. (e) If prior to the receipt of the Requisite Stockholder Approval, either: (i) the Company receives an unsolicited Superior Proposal or an unsolicited Alternate Superior Proposal and the Company has complied with its obligations under this Section 6.6, or (ii) other than in connection with a Competing Proposal, the Board of Directors of the Company (upon the recommendation of the Special Committee) determines in good faith, in response to the occurrence of a Company Intervening Event and after consultation with outside legal and financial advisors, that the failure of the Board of Directors of the Company to take such action effect a Change of Recommendation would be inconsistent with the directors’ exercise of their fiduciary duties of the Board of Directors of the Company to the Company’s stockholders under applicable Law, then, prior to the receipt of the Requisite Stockholder Approval, the Board of Directors of the Company may effect a Change of Recommendation (a “Permitted Change of Recommendation”); provided, that with respect to clause (i), (x) the Company shall have first (A) provided seven (7) Business Days’ prior written notice (a “Notice of Superior Proposal”) to Buyer that it is prepared to effect a Permitted Change of Recommendation in response to a Superior Proposal or an Alternate Superior Proposal and specifying the reasons therefor, including the terms and conditions of the Superior Proposal or Alternate Superior Proposal that are the basis of such proposed Permitted Change of Recommendation, copies of the agreements proposed to effect such Superior Proposal or Alternate Superior Proposal as well as all material correspondence relating to such Superior Proposal or Alternate Superior Proposal and the identity of the person making such proposed Superior Proposal or Alternate Superior Proposal (it being understood and agreed that any amendment to the financial terms or any material amendment of any such Superior Proposal or Alternate Superior Proposal shall require a new Notice of Superior Proposal and a new seven (7) Business Day period), and (B) during such seven (7) Business Day period, if requested by Buyer, engaged in good faith negotiations with Buyer (and the parties to the Related Transactions, if applicable) to amend this Agreement, the Ancillary Agreements, and/or the Related Transaction Agreements in such a manner that any Competing Proposal which was determined to be a Superior Proposal or an Alternate Superior Proposal, as the case may be, would no longer constitute a Superior Proposal or an Alternate Superior Proposal, as the case may be, and (y) at the end of such seven (7) Business Day period (or at such earlier time following receipt of a Notice of Superior Proposal that Buyer notifies the Company that it is not interested in pursuing further negotiations to amend this Agreement), such Competing Proposal has not been withdrawn and continues to constitute a Superior Proposal or an Alternate Superior Proposal (taking into account any changes, which have not been withdrawn, to the terms of this Agreement proposed by Buyer and/or, in the case of a Superior Proposal only, any changes to the Related Transaction Agreements or the Ancillary Agreements proposed by the parties thereto following a Notice of Superior Proposal, as a result of the negotiations required by sub-clause (B) or otherwise) and in the case of clause (ii), the Company shall have first provided seven (7) Business Days’ prior written notice (“Notice of a Proposed Change of Recommendation”) to Buyer that it is prepared to effect a Permitted Change of Recommendation in response to a Company Intervening Event and describing such Company Intervening Event and during such seven (7) Business Day period, if requested by Buyer, engaged in, and caused its Representatives and Affiliates to have engaged in, good faith negotiations with Buyer and its Representatives (and the parties to the Related Transaction Agreements and their Representatives) to amend this Agreement, the Ancillary Agreements and/or the Related Transaction Agreements and at the end of such seven (7) Business Day period, the Board of Directors of the Company (upon the recommendation of the Special Committee) after taking into account all changes, which have not been withdrawn, to the terms of this Agreement, the Ancillary Agreements and/or the Related Transaction Agreements proposed by Buyer or the parties thereto following such Notice of a Proposed Change of Recommendation, again determines in good faith that the failure to effect a Change of Recommendation would be inconsistent with the fiduciary duties of the Board of Directors of the Company to the Company’s stockholders under applicable Law. (bf) Notwithstanding the limitations set forth The Company shall advise Buyer promptly (and in Section 6.6(a), if the Company receives a bona fide written Competing Proposal that the board any event within 24 hours) of directors of the Company determines in good faith after consultation with the Company’s outside legal and financial advisors (i) constitutes a Superior any Competing Proposal or (ii) indication, inquiry, proposal or offer with respect to or that could reasonably be expected to result in a Superior Proposal, the Company may, if its board of directors determines in good faith after consultation with the Company’s outside legal and financial advisors that failure to take such action would be inconsistent with its fiduciary duties under applicable Law, and subject to compliance with Section 6.6(e), take the following actions: (x) furnish nonpublic information with respect to the Company and its subsidiaries to the third party making such Competing Proposal and (y) engage in discussions or negotiations with the third party with respect to the Competing Proposal, in each case if, and only if, (A) all such information has previously been provided to Buyer or is provided to Buyer prior to or substantially concurrent with the time it is provided to such third party and (B) prior thereto, the Company and such third party enter into a confidentiality and standstill with such person that contains confidentiality and standstill provisions that are no less favorable in the aggregate to the Company than those contained in the Confidentiality Agreement (an “Acceptable Confidentiality Agreement”). (c) Except as set forth in Section 6.6(d), neither the board of directors of the Company nor any committee thereof shall (i)(A) change, qualify, withhold or withdraw, or publicly propose to change, qualify, withhold or withdraw the Company Recommendation or (B) recommend, adopt or approve, or propose publicly to recommend, adopt or approve, any Competing Proposal (any action described in this clause (i) being referred to as a “Change of Recommendation”) or (ii) approve or recommend, or propose to approve or recommend, or allow the Company or any of its affiliates to execute or enter into, any letter of intent, memorandum of understanding, agreement in principle, merger agreement, acquisition agreement, option agreement, joint venture agreement, partnership agreement or other similar agreement constituting or related to, any Competing Proposal (other than an Acceptable Confidentiality Agreement referred to in Section 6.6(b)) (each of the documents referred to in this clause (ii) shall be an “Acquisition Agreement”). (d) Notwithstanding the provisions of Section 6.6(c), if at any time prior to obtaining the Requisite Stockholder Approval, the board of directors of the Company has concluded in good faith (after consultation with the Company’s outside legal and financial advisors and after complying with and giving effect to all proposed adjustments to this Agreement offered by Buyer pursuant to this Section 6.6(d)) (i)(x) in response to a bona fide written Competing Proposal that was unsolicited, that such proposal is a Superior Proposal, and (y) that the failure of the board of directors of the Company to change, qualify, withhold or withdraw the Company Recommendation would be inconsistent with the directors’ exercise of their fiduciary duties to the Company’s stockholders under applicable Law, or (ii) in the absence of a Competing Proposal, the failure of the board of directors of the Company to take such action would be inconsistent with the directors’ exercise of their fiduciary duties to the Company’s stockholders under applicable Law, the board of directors of the Company may, subject to complying with Section 8.2(a), (1) change, qualify, withhold or withdraw the Company Recommendation and/or (2) in the case of clause (i) of this sentence, terminate this Agreement to enter into a binding written agreement with respect to such Superior Proposal in accordance with Section 8.1(g); provided, that the Company shall not terminate this Agreement pursuant to the foregoing clause (2) and any purported termination pursuant to the foregoing clause (2) shall be void and of no force or effect unless, in advance of or concurrently with such termination, the Company (X) pays the Company Termination Fee, as required by Section 8.2, and (Y) simultaneously with such termination enters into an Acquisition Agreement with respect to a Competing Proposal and terminates this Agreement pursuant to Section 8.1(g); provided, further that prior to taking any of the actions described in clauses (i) and (ii) of this sentence, the Company shall have given Buyer at least three (3) business days’ written notice (it being understood and agreed that any material amendment to the amount or form of consideration of the Superior Proposal shall require a new notice and a new three (3) business day period) of the material terms of the Superior Proposal and the Company’s intention to accept such Superior Proposal, and the Company shall, during such three (3) business day period, negotiate in good faith with Buyer to make such adjustments to the Merger Consideration and other terms and conditions of this Agreement such that such Competing Proposal would no longer constitute a Superior Proposal. The board of directors of the Company shall promptly consider in good faith (in consultation with its outside legal counsel and financial advisors) any proposed alteration of the terms of this Agreement or the Merger proposed by Buyer in response lead to any Competing Proposal. (e) In addition to the obligations of the Company set forth in Section 6.6(a), (b) and (c), the Company shall promptly (but in any event within 24 hours of receipt) notify Buyer of any (i) Competing Proposal, (ii) any request for non-public information relating to the material terms and conditions of any such Competing Proposal (including any material changes thereto)Company, and or (iii) any inquiry or request for discussion or negotiation regarding a Competing Proposal, including in each case the identity of the person making any such Competing ProposalProposal or indication, inquiry, offer or proposal, the material terms of any such Competing Proposal or indication, inquiry, offer or proposal and any material correspondence relating thereto. The Company shall promptly provide to keep Buyer informed on a current basis of any non-public information concerning the Company provided to any other person in connection with any Competing Proposal that was not previously provided to Buyer and any such non-public information shall be held by Buyer subject material changes to the terms of the Confidentiality Agreementany such Competing Proposal or indication or inquiry. (fg) Notwithstanding the limitations set forth in this Section 6.6, and in accordance with Section 6.6(e), if the Board of Directors of the Company has effected a Permitted Change of Recommendation in compliance with the requirements of Section 6.6(e)(i) in response to a Superior Proposal (but not an Alternate Superior Proposal) and is not in breach of Section 6.6, then, prior to receipt of the Requisite Stockholder Approval, the Board of Directors of the Company (upon the recommendation of the Special Committee) may cause the Company to enter into a binding written agreement (a “Superior Proposal Agreement”) to effect such Superior Proposal and terminate this Agreement in accordance with Section 8.1(g). (h) Nothing contained in this Section 6.6 Agreement shall prohibit the Company or the board Board of directors Directors of the Company from (i) disclosing to the Company’s stockholders a position contemplated by Rules 14d-9 and 14e-2(a) promulgated under the Exchange Act or (ii) making any disclosure to its stockholders if the board Board of directors Directors of the Company (or a committee thereof, as applicable) has reasonably determined in good faith, after consultation with outside legal counseland financial advisors, that the failure to do so would be inconsistent with any applicable Law. The disclosures ; provided, however, that (A) any disclosure of a position contemplated by Rule 14e-2(a) or Rule 14d-9 promulgated under the Exchange Act other than a “stop, look and listen”, an express rejection of any applicable Competing Proposal or an express reaffirmation of the Company Recommendation shall be deemed to be a Change of Recommendation and (B) neither the Company nor the Company’s Board of Directors (nor any committee thereof) shall make any Change of Recommendation except in accordance with the other provisions of this Section 6.6(f) shall not be a basis, in themselves, for Buyer to terminate this Agreement pursuant to Section 8.1(f) so long as any such disclosure rejects any Competing Proposal and reaffirms the Company Recommendation6.6. (gi) As used in this Agreement, “Competing Proposal” shall mean any proposal or offer from any third party (other than a proposal or offer by Buyer or any of its subsidiaries) relating to, or any inquiry that would reasonably be expected to lead to (i) a merger, consolidation, recapitalization, liquidation, dissolution, joint venture, binding share exchange, business combination or similar transaction involving the Company or any of its significant subsidiaries pursuant to which any person or the stockholders of any person would own twenty-five percent (25%) or more of any class of equity securities of the Company or any of its significant subsidiaries or of any resulting parent company of the Company; or (ii) any direct or indirect acquisition or purchase by any person, in one transaction or a series of transactions, that would constitute twenty-five percent (25%) or more of the revenues, net income or assets of the Company and its subsidiaries, taken as a whole (but exclusive of CPEX), or twenty-five percent (25%) or more of any class of equity securities of the Company or any of its significant subsidiaries.:

No Solicitation of Competing Proposal. (a) From Except as provided in this Section 4.15, from and after the date of this Agreement until the earlier of the Effective Time or Closing Date and the date, if any, on which this Agreement is terminated pursuant to Section 8.1, and except as otherwise provided for in this Agreement (including the other subsections of this Section 6.6)6.10, the Company agrees that it shall not, nor and that it shall it authorize or knowingly permit any of direct and use its Representativesreasonable best efforts to cause the Company’s directors, or any of its subsidiariesofficers, affiliates or any of their respective Representatives employees, agents, consultants and advisors not to, directly or indirectly: (i) , solicit, initiate initiate, encourage or knowingly facilitate any inquiries or encourage (including by way of providing material nonpublic information)proposals from, discuss or negotiate with, or agree to, approve or endorse, provide any Competing Proposal, (ii) enter into, continue or otherwise participate in any negotiations regarding, or furnish to any person any material nonpublic information with respect to, any Competing Proposal, (iii) enter into, continue Person relating to any Acquisition Transaction or otherwise engage in discussions with any person with respect to, any Competing Proposal, (iv) approve or recommend any Competing Proposal, (v) enter into any letter of intent or similar document or any agreement or commitment to (x) facilitate or consummate any Competing Proposal, (y) approve or endorse any Competing Proposal, (z) in connection with any Competing Proposal, require it to abandon, terminate or fail to consummate the Merger, (vi) amend or grant any waiver or release or approve any transaction or redeem any Company Rights under a potential Acquisition Transaction involving the Company Rights Agreement, except in connection with the transactions contemplated by this Agreement, or (vii) resolve, propose or agree to take any of the actions prohibited by clauses (i) through (vi) of this sentence. The Company shall, and shall cause its Representatives, subsidiaries, affiliates and their respective Representatives to, immediately cease and cause to be terminated all existing solicitations, discussions or negotiations with respect to any person conducted heretofore by the Company, any of its subsidiaries or affiliates or their respective Representatives with respect to any Competing Proposal, and shall demand the return or destruction of any information previously provided with respect to such activities, discussions or negotiations, subject to the restrictions set forth in any applicable confidentiality agreements. Notwithstanding anything to the contrary contained herein, the Company shall be permitted to terminate, amend, modify, waive or fail to enforce any provision of any “standstill” or similar obligation of any person in order that such person may submit a Competing Proposal if the board of directors of the Company determines in good faith after consultation with the Company’s outside legal and financial advisors that failure to take such action would be inconsistent with the directors’ exercise of their fiduciary duties to the Company’s stockholders under applicable LawSubsidiaries. (b) Notwithstanding the limitations set forth in Section 6.6(a4.15(a), if after the date of this Agreement and prior to the Closing Date, the Company receives an unsolicited proposal from a bona fide written Competing Proposal that the board of directors third party or “group” (as defined in or under Section 13(d) of the Exchange Act) with respect to an Acquisition Transaction that was not directly or indirectly, after the date hereof, made, encouraged, facilitated, solicited, initiated or assisted by the Company or its directors, officers, employees, agents, consultants and advisors (an “Unsolicited Company Proposal”) which did not result from or arise in connection with a material breach of Section 4.15(a) and which: (i) constitutes a Superior Proposal (as defined in Section 4.15(f)); or (ii) which the Board determines in good faith faith, after consultation with the Company’s outside legal and financial advisors (i) constitutes a Superior Proposal or (ii) advisors, could reasonably be expected to result result, after the taking of any of the actions referred to in either of clause (x) or (y) below, in a Superior Proposal, the Company may, if its board of directors determines in good faith after consultation with the Company’s outside legal and financial advisors that failure to take such action would be inconsistent with its fiduciary duties under applicable Law, and subject to compliance with Section 6.6(e), may take the following actionsactions after providing written notice to Castle Creek of such determination and the basis therefor: (x) furnish nonpublic information with respect to the Company and its subsidiaries the Company Subsidiaries to the third party making such Competing Proposal Unsolicited Company Proposal, if, and only if, prior to so furnishing such information, the Company and such third party enter into a confidentiality agreement (a “Third Party Confidentiality Agreement”) that, taken as a whole, is no more favorable to such third party or parties than the confidentiality agreement between the Company and Castle Creek and (y) engage in discussions or negotiations with the third party with respect to the Competing Unsolicited Company Proposal; provided, in each case ifhowever, and only if, (A) all such information that the Company has previously been provided to Buyer or is provided to Buyer prior to or substantially concurrent complied with the time it is provided requirements of Section 4.15(d) with respect to such third party and (B) prior thereto, the Unsolicited Company and Proposal or such third party enter into a confidentiality and standstill with such person that contains confidentiality and standstill provisions that are no less favorable in the aggregate to the Company than those contained in the Confidentiality Agreement (an “Acceptable Confidentiality Agreement”)Superior Proposal. (c) Except as Notwithstanding the foregoing and the limitations set forth in Section 6.6(d4.15(a), neither the board of directors of the Company nor any committee thereof shall (i)(A) changeif, qualify, withhold or withdraw, or publicly propose to change, qualify, withhold or withdraw the Company Recommendation or (B) recommend, adopt or approve, or propose publicly to recommend, adopt or approve, any Competing Proposal (any action described in this clause (i) being referred to as a “Change of Recommendation”) or (ii) approve or recommend, or propose to approve or recommend, or allow the Company or any of its affiliates to execute or enter into, any letter of intent, memorandum of understanding, agreement in principle, merger agreement, acquisition agreement, option agreement, joint venture agreement, partnership agreement or other similar agreement constituting or related to, any Competing Proposal (other than an Acceptable Confidentiality Agreement referred to in Section 6.6(b)) (each of the documents referred to in this clause (ii) shall be an “Acquisition Agreement”). (d) Notwithstanding the provisions of Section 6.6(c), if at any time prior to obtaining the Requisite Stockholder ApprovalClosing, the board of directors of the Company has concluded Board determines in good faith (faith, after consultation with the Company’s outside legal and financial advisors advisors, that, due to the existence of a Superior Proposal or an Unsolicited Company Proposal which the Board determines in good faith, after consultation with the Company’s outside legal and financial advisors, could reasonably be expected to result, after complying with and giving effect the taking of any of the actions referred to all proposed adjustments to this Agreement offered by Buyer pursuant to this in either of clause (x) or (y) of Section 6.6(d4.15(b)) (i)(x) , in response to a bona fide written Competing Proposal that was unsolicited, that such proposal is a Superior Proposal, and (y) that the failure of the board of directors of the Company Board may, solely with respect to change, qualify, withhold or withdraw the Company Recommendation would be inconsistent with the directors’ exercise of their fiduciary duties to the Company’s stockholders under applicable Law, or (ii) in the absence of a Competing Superior Proposal, the failure of the board of directors of the Company to take such action would be inconsistent with the directors’ exercise of their fiduciary duties to the Company’s stockholders under applicable Law, the board of directors of the Company may, subject to complying with Section 8.2(a), (1) change, qualify, withhold or withdraw the Company Recommendation and/or (2) in the case of clause (i) of this sentence, terminate this Agreement to enter into a binding written agreement with respect to such Superior Proposal in accordance with Section 8.1(g); provided, and terminate this Agreement (provided that the Company shall may not terminate this Agreement pursuant to the foregoing clause (2) foregoing, and any purported termination pursuant to the foregoing clause (2) shall be void and of no force or effect unlesseffect, unless the Board determines in advance of or concurrently good faith, after consultation with the Company’s outside legal and financial advisors, that failure to take such terminationaction would be inconsistent with its fiduciary duties under applicable law, the Company (X) pays the Company Termination Fee, as required by Section 8.2, and (Y) simultaneously with such termination enters into an Acquisition Agreement with respect to a Competing Proposal and terminates this Agreement pursuant to Section 8.1(g); provided, further that prior to taking any of the actions described in clauses (i) and (ii) of this sentence, but only if the Company shall have given Buyer at least three first: (3i) business daysprovided five (5) Business Days’ prior written notice (to each Purchaser that it being understood and agreed that any material amendment is prepared to the amount or form of consideration of the Superior Proposal shall require enter into a new notice and a new three (3) business day period) of the material terms of binding written agreement with respect to the Superior Proposal and the Company’s intention to accept such Superior Proposalterminate this Agreement, and specifying the Company shallreasons therefor, during such three (3) business day period, negotiate in good faith with Buyer to make such adjustments to including the Merger Consideration and other material terms and conditions of the Unsolicited Company Proposal or Superior Proposal, as applicable (including the most current version of any proposed agreement(s)), and the identity of the Person making the proposal; (ii) offered to provide to each Purchaser all material non-public information delivered or made available to the person making any Unsolicited Company Proposal or Superior Proposal in connection with such Unsolicited Company Proposal or Superior Proposal that was not previously delivered or made available to each Purchaser; (iii) provided to each Purchaser copies of documents relating to the Unsolicited Company Proposal or Superior Proposal provided to the Company by the Person making the proposal (or provided by the Company to such person or their representatives), including the most current version of any proposed agreement or any other letter or other document containing such Persons’ proposal (and the Company’s response(s) thereto) and the terms and conditions thereof; and (iv) during such five (5) Business Day period, if requested by Castle Creek, engaged in, and caused its financial and legal advisors to engage in, good faith negotiations with Castle Creek to amend this Agreement such so that such Competing Unsolicited Company Proposal would no longer ceases to constitute a Superior Proposal. The board of directors of the Company shall promptly consider in good faith acknowledges and agrees that (in consultation with its outside legal counsel and financial advisorsi) any proposed alteration of change to the financial terms or (ii) any material change to any other terms of this Agreement an Unsolicited Company Proposal or Superior Proposal shall require compliance with the Merger proposed by Buyer in response foregoing provisions anew except such period shall be reduced from five (5) Business Days to any Competing Proposaltwo (2) Business Days. (ed) In addition to the obligations of the Company set forth in Section 6.6(a), (b) and (c), the The Company shall notify each Purchaser orally and in writing promptly (but in no event later than one (1) Business Day) after receipt by the Company, the Bank, or any event within 24 hours of receipt) notify Buyer their respective directors, officers, employees, representatives, agents or advisors of any (i) Competing Proposalproposal or offer from any Person other than a Purchaser regarding an Acquisition Transaction or any request for non-public information by any Person other than a Purchaser in connection with an Acquisition Transaction indicating, (ii) in connection with such notice, the name of such Person and the material terms and conditions of any proposals or offers (including, if applicable, copies of any written requests, proposals or offers, including proposed agreements) and thereafter shall keep each Purchaser informed, on a prompt basis, of the status and terms of any such Competing Proposal proposals or offers (including any material changes amendments thereto), ) and (iii) the identity status of the person making any such Competing Proposal. The Company shall promptly provide to Buyer discussions or negotiations, including any non-public information concerning change in the Company provided to any other person in connection with any Competing Proposal that was not Company’s intentions as previously provided to Buyer and any such non-public information shall be held by Buyer subject to the terms of the Confidentiality Agreementnotified. (fe) Nothing contained in this Section 6.6 Agreement shall prohibit prevent the Company or the board of directors of the Company Board from (iissuing a “stop, look and listen” communication pursuant to Rule 14d-9(f) disclosing to the Company’s stockholders a position contemplated by Rules 14d-9 and 14e-2(a) promulgated under the Exchange Act or (ii) complying with Rule 14d-9 and Rule 14e-2 under the Exchange Act with respect to an Acquisition Transaction or from making any disclosure to its stockholders the Company shareholders if the board of directors of the Company has reasonably determined in good faith, Board (after consultation with outside legal counsel, ) concludes that the its failure to do so would be inconsistent with any its fiduciary duties under applicable Law. The disclosures under this Section 6.6(f) shall not be a basis, in themselves, for Buyer to terminate this Agreement pursuant to Section 8.1(f) so long as any such disclosure rejects any Competing Proposal and reaffirms the Company Recommendation. (gf) As used in this Agreementagreement, “Competing Superior Proposal” shall mean a bona fide written Unsolicited Company Proposal (not solicited or initiated in material violation of Section 4.15(a)) that relates to a potential Acquisition Transaction (but changing the references to the twenty percent (20%) amounts contained in the definition of Acquisition Transaction to references to fifty percent (50%)) that is determined in good faith by the Board of the Company, after consultation with the Company’s legal and financial advisors after taking into account all the terms and conditions of the Unsolicited Company Proposal and this Agreement, is on terms that are more favorable to the shareholders of the Company from a financial point of view than the transactions contemplated by the Transaction Documents (after giving effect to any changes to this Agreement proposed by the Purchasers in response to such proposal or otherwise) and is, in the reasonable judgment of the Board, reasonably capable of being completed on its stated terms, taking into account all financial, regulatory, legal and other aspects of such inquiry, proposal or offer from any and the third party (other than a or parties making the inquiry, proposal or offer by Buyer or any of its subsidiaries) relating to, or any inquiry that would reasonably be expected to lead to (i) a merger, consolidation, recapitalization, liquidation, dissolution, joint venture, binding share exchange, business combination or similar transaction involving the Company or any of its significant subsidiaries pursuant to which any person or the stockholders of any person would own twenty-five percent (25%) or more of any class of equity securities of the Company or any of its significant subsidiaries or of any resulting parent company of the Company; or (ii) any direct or indirect acquisition or purchase by any person, in one transaction or a series of transactions, that would constitute twenty-five percent (25%) or more of the revenues, net income or assets of the Company and its subsidiaries, taken as a whole (but exclusive of CPEX), or twenty-five percent (25%) or more of any class of equity securities of the Company or any of its significant subsidiariesoffer.

No Solicitation of Competing Proposal. (a) From and after the date of this Agreement until the earlier of the Effective Time or the date, if any, on which this Agreement is terminated pursuant to Section 8.1, and except as otherwise specifically provided for in this Agreement (including the other subsections of this Section 6.6)Agreement, the Company agrees that neither it nor any subsidiary of the Company shall, and that it shall not, nor shall it authorize or knowingly permit any of use its Representatives, or any of reasonable best efforts to cause its subsidiaries, affiliates or any of and their respective Representatives not to, directly or indirectly: (i) solicit, initiate or knowingly facilitate or encourage (including by way of providing material nonpublic information), or agree to, approve or endorse, any Competing Proposal, (ii) enter into, continue or otherwise participate in any negotiations regarding, or furnish to any person any material nonpublic information with respect toin connection with, any Competing Proposal, (iii) enter into, continue or otherwise engage in discussions with any person with respect to, to any Competing Proposal, (iv) approve or recommend any Competing Proposal, Proposal or (v) enter into any letter of intent or similar document or any agreement or commitment to (x) facilitate or consummate providing for any Competing Proposal. On the date hereof, (y) approve or endorse any Competing Proposal, (z) in connection with any Competing Proposal, require it to abandon, terminate or fail to consummate the Merger, (vi) amend or grant any waiver or release or approve any transaction or redeem any Company Rights under the Company Rights Agreement, except in connection with the transactions contemplated by this Agreement, or (vii) resolve, propose or agree to take any of the actions prohibited by clauses (i) through (vi) of this sentence. The Company shall, and shall cause its Representatives, subsidiaries, affiliates and their respective Representatives to, immediately cease and cause to be terminated all any existing solicitationssolicitation, discussions encouragement, discussion, negotiation or negotiations with respect to any person other action conducted heretofore by the Company, Company or any of its subsidiaries or affiliates or any of their respective Representatives with respect to any Competing Proposal, . The Company shall promptly (and in any event within two (2) business days) request that all confidential information previously furnished to any third party be returned promptly and shall demand deny access to any virtual data room containing any such information to any third party (other than Buyer and its Representatives). (b) Notwithstanding the return or destruction of any information previously provided with respect to such activities, discussions or negotiations, subject to the restrictions limitations set forth in any applicable confidentiality agreements. Notwithstanding anything Section 6.7(a), from the date hereof and prior to the contrary contained hereinreceipt of Requisite Stockholder Approval, if the Company shall be permitted to terminate, amend, modify, waive or fail to enforce receives any provision of any “standstill” or similar obligation of any person in order that such person may submit a bona-fide written Competing Proposal if which did not result from a breach of Section 6.7(a), (i) which constitutes a Superior Proposal or (ii) which the board Board of directors Directors of the Company determines in good faith after consultation with the Company’s outside legal and financial advisors could reasonably be expected to result, after the taking of any of the actions referred to in either of clause (x) or (y) below, in a Superior Proposal, the Company may, subject to compliance with Section 6.7(d), take the following actions: (x) furnish nonpublic information to the third party making such Competing Proposal, if, and only if, prior to so furnishing such information, the Company receives from the third party an executed confidentiality agreement no less restrictive of the other party than the Confidentiality Agreement and (y) engage in discussions or negotiations with the third party with respect to the Competing Proposal; provided, however, that the Company shall promptly provide Buyer any non-public information concerning the Company or any of its subsidiaries that is provided to the person making such Competing Proposal or its Representatives which was not previously provided to Buyer. (c) Neither the Board of Directors of the Company nor any committee thereof shall change, qualify, withdraw or modify in any manner adverse to Buyer, or publicly propose to change, qualify, withdraw or modify in a manner adverse to Buyer, the Company Recommendation (a “Change of Recommendation”). Notwithstanding the foregoing and notwithstanding the limitations set forth in Section 6.7(a), the Board of Directors of the Company may, prior to receipt of the Requisite Stockholder Approval, effect a Change of Recommendation if the Board of Directors of the Company has concluded in good faith after consultation with the Company’s outside legal and financial advisors that the failure of the Board of Directors of the Company to take such action change, qualify, withhold or withdraw the Company Recommendation would be reasonably likely to be inconsistent with the directors’ exercise of their fiduciary duties to the Company’s stockholders under applicable Law. (b) Notwithstanding the limitations set forth in Section 6.6(a), if the Company receives a bona fide written Competing Proposal that the board of directors of the Company determines in good faith after consultation with the Company’s outside legal and financial advisors (i) constitutes a Superior Proposal or (ii) could reasonably be expected to result in a Superior Proposal, the Company may, if its board of directors determines in good faith after consultation with the Company’s outside legal and financial advisors that failure to take such action would be inconsistent with its fiduciary duties under applicable Law, and subject to compliance with Section 6.6(e), take the following actions: (x) furnish nonpublic information with respect to the Company and its subsidiaries to the third party making such Competing Proposal and (y) engage in discussions or negotiations with the third party with respect to the Competing Proposal, in each case if, and only if, (A) all such information has previously been provided to Buyer or is provided to Buyer prior to or substantially concurrent with the time it is provided to such third party and (B) prior thereto, the Company and such third party enter into a confidentiality and standstill with such person that contains confidentiality and standstill provisions that are no less favorable in the aggregate to the Company than those contained in the Confidentiality Agreement (an “Acceptable Confidentiality Agreement”). (c) Except as set forth in Section 6.6(d), neither the board of directors of the Company nor any committee thereof shall (i)(A) change, qualify, withhold or withdraw, or publicly propose to change, qualify, withhold or withdraw the Company Recommendation or (B) recommend, adopt or approve, or propose publicly to recommend, adopt or approve, any Competing Proposal (any action described in this clause (i) being referred to as a “Change of Recommendation”) or (ii) approve or recommend, or propose to approve or recommend, or allow the Company or any of its affiliates to execute or enter into, any letter of intent, memorandum of understanding, agreement in principle, merger agreement, acquisition agreement, option agreement, joint venture agreement, partnership agreement or other similar agreement constituting or related to, any Competing Proposal (other than an Acceptable Confidentiality Agreement referred to in Section 6.6(b)) (each of the documents referred to in this clause (ii) shall be an “Acquisition Agreement”). (d) Notwithstanding the provisions of Section 6.6(c), if at any time prior to obtaining the Requisite Stockholder Approval, the board of directors of the The Company has concluded in good faith (after consultation with the Company’s outside legal and financial advisors and after complying with and giving effect to all proposed adjustments to this Agreement offered by Buyer pursuant to this Section 6.6(d)) (i)(x) in response to a bona fide written Competing Proposal that was unsolicited, that such proposal is a Superior Proposal, and (y) that the failure of the board of directors of the Company to change, qualify, withhold or withdraw the Company Recommendation would be inconsistent with the directors’ exercise of their fiduciary duties to the Company’s stockholders under applicable Law, or (ii) in the absence of a Competing Proposal, the failure of the board of directors of the Company to take such action would be inconsistent with the directors’ exercise of their fiduciary duties to the Company’s stockholders under applicable Law, the board of directors of the Company may, subject to complying with Section 8.2(a), (1) change, qualify, withhold or withdraw the Company Recommendation and/or (2) in the case of clause (i) of this sentence, terminate this Agreement to enter into a binding written agreement with respect to such Superior Proposal in accordance with Section 8.1(g); provided, that the Company shall not terminate this Agreement pursuant to the foregoing clause (2) and any purported termination pursuant to the foregoing clause (2) shall be void and of no force or effect unless, in advance of or concurrently with such termination, the Company (X) pays the Company Termination Fee, as required by Section 8.2, and (Y) simultaneously with such termination enters into an Acquisition Agreement with respect to a Competing Proposal and terminates this Agreement pursuant to Section 8.1(g); provided, further that prior to taking any of the actions described in clauses (i) and (ii) of this sentence, the Company shall have given Buyer at least three (3) business days’ written notice (it being understood and agreed that any material amendment to the amount or form of consideration of the Superior Proposal shall require a new notice and a new three (3) business day period) of the material terms of the Superior Proposal and the Company’s intention to accept such Superior Proposal, and the Company shall, during such three (3) business day period, negotiate in good faith with Buyer to make such adjustments to the Merger Consideration and other terms and conditions of this Agreement such that such Competing Proposal would no longer constitute a Superior Proposal. The board of directors of the Company shall promptly consider in good faith (in consultation with its outside legal counsel and financial advisors) any proposed alteration of the terms of this Agreement or the Merger proposed by Buyer in response to any Competing Proposal. (e) In addition to the obligations of the Company set forth in Section 6.6(a), (b) and (c), the Company shall promptly (but and in any event within 24 hours of receipthours) notify shall advise Buyer orally and in writing of any (i) Competing Proposal or any inquiry, proposal or offer, request for information or request for discussions or negotiations with respect to or that would reasonably be expected to lead to any Competing Proposal, (ii) the material terms and conditions of any such Competing Proposal (including any material changes thereto), and (iii) the identity of the person making any such Competing ProposalProposal or inquiry, proposal, offer or request and shall provide Buyer with a copy (if in writing) and summary of the material terms of any such Competing Proposal or inquiry, proposal or request. The Company shall promptly provide to keep Buyer informed of the status (including any non-public information concerning the Company provided to any other person in connection with any Competing Proposal that was not previously provided to Buyer and any such non-public information shall be held by Buyer subject change to the terms thereof) of any such Competing Proposal or inquiry, proposal or request. The Company agrees that it shall not and shall cause the Confidentiality AgreementCompany’s subsidiaries not to, enter into any confidentiality agreement or other agreement with any person subsequent to the date of this Agreement which prohibits the Company from providing such information to Buyer. The Company agrees that neither it nor any of its subsidiaries shall terminate, waive, amend or modify any provision or any existing standstill or confidentiality agreement to which it or any of its subsidiaries is a party and that it and its subsidiaries shall enforce the provisions of any such agreement. (fe) Nothing contained in this Section 6.6 Agreement shall prohibit the Company or the board Board of directors Directors of the Company from (i) disclosing to the Company’s stockholders a position contemplated by Rules 14d-9 and 14e-2(a) promulgated under the Exchange Act or (ii) making any disclosure to its stockholders if the board Board of directors Directors of the Company has reasonably determined in good faith, after consultation with outside legal counsel, that the failure to do so would be inconsistent with any applicable Law. The ; provided that disclosures under this Section 6.6(f6.7(e) shall not be a basis, in themselves, for Buyer to terminate this Agreement pursuant to Section 8.1(f) so long as any such disclosure rejects any Competing Proposal and reaffirms the Company Recommendation). (gf) As used in this Agreement, “Competing Proposal” shall mean any proposal or offer (including any proposal from any third party (other than a proposal or offer by Buyer or any of its subsidiariesto the Company’s stockholders) relating to, or any inquiry that would reasonably be expected to lead to (i) a merger, consolidation, recapitalization, liquidation, dissolution, joint venture, binding share exchange, business combination or similar transaction involving the Company or any of its significant subsidiaries pursuant to which from any person or the stockholders of any person would own twenty-five percent group other than Buyer relating to: (25%) or more of any class of equity securities of the Company or any of its significant subsidiaries or of any resulting parent company of the Company; or (iii) any direct or indirect acquisition or purchase purchase, in any single transaction or series of related transactions, by any personsuch person or group acting in concert, in one transaction or a series of transactions, that would constitute twenty-five percent (25%) 20% or more of the revenuesfair market value of the assets, net income issued and outstanding Company Common Stock or assets other ownership interests (including capital stock of the Company’s subsidiaries) of the Company and its consolidated subsidiaries, taken as a whole whole; (but exclusive ii) any tender offer or exchange offer (including through the filing with the SEC of CPEXa Schedule TO), as defined pursuant to the Exchange Act, that if consummated, would result in any person or twenty-five percent (25%) group beneficially owning 20% or more of any class of equity securities of the Company Common Stock or (iii) any merger, consolidation, business combination, recapitalization, issuance of its significant subsidiariesor amendment to the terms of outstanding stock or other securities, liquidation, dissolution or other similar transaction involving the Company as a result of which any person or group acting in concert would acquire assets, securities or businesses described in clause (i) above.

No Solicitation of Competing Proposal. (a) From Except as provided in this Section 4.18, from and after the date of this Agreement until the earlier of the Effective Time or Closing Date and the date, if any, on which this Agreement is terminated pursuant to Section 8.1, and except as otherwise provided for in this Agreement (including the other subsections of this Section 6.6)6.10, the Company agrees that it shall not, nor and that it shall it authorize or knowingly permit any of direct and use its Representativesreasonable best efforts to cause the Company’s directors, or any of its subsidiariesofficers, affiliates or any of their respective Representatives employees, agents, consultants and advisors not to, directly or indirectly: (i) , solicit, initiate initiate, encourage or knowingly facilitate any inquiries or encourage (including by way of providing material nonpublic information)proposals from, discuss or negotiate with, provide any information to, or agree to, approve consider the merits of any unsolicited inquiries or endorseproposals from, any Competing Proposal, (ii) enter into, continue or otherwise participate in any negotiations regarding, or furnish Person relating to any person any material nonpublic information with respect to, any Competing Proposal, (iii) enter into, continue Acquisition Transaction or otherwise engage in discussions with any person with respect to, any Competing Proposal, (iv) approve or recommend any Competing Proposal, (v) enter into any letter of intent or similar document or any agreement or commitment to (x) facilitate or consummate any Competing Proposal, (y) approve or endorse any Competing Proposal, (z) in connection with any Competing Proposal, require it to abandon, terminate or fail to consummate the Merger, (vi) amend or grant any waiver or release or approve any transaction or redeem any Company Rights under a potential Acquisition Transaction involving the Company Rights Agreement, except in connection with the transactions contemplated by this Agreement, or (vii) resolve, propose or agree to take any of the actions prohibited by clauses (i) through (vi) of this sentence. The Company shall, and shall cause its Representatives, subsidiaries, affiliates and their respective Representatives to, immediately cease and cause to be terminated all existing solicitations, discussions or negotiations with respect to any person conducted heretofore by the Company, any of its subsidiaries or affiliates or their respective Representatives with respect to any Competing Proposal, and shall demand the return or destruction of any information previously provided with respect to such activities, discussions or negotiations, subject to the restrictions set forth in any applicable confidentiality agreements. Notwithstanding anything to the contrary contained herein, the Company shall be permitted to terminate, amend, modify, waive or fail to enforce any provision of any “standstill” or similar obligation of any person in order that such person may submit a Competing Proposal if the board of directors of the Company determines in good faith after consultation with the Company’s outside legal and financial advisors that failure to take such action would be inconsistent with the directors’ exercise of their fiduciary duties to the Company’s stockholders under applicable LawSubsidiary. (b) Notwithstanding the limitations set forth in Section 6.6(a4.18(a), if after the date of this Agreement and prior to the Closing Date, the Company receives an unsolicited proposal from a bona fide written Competing Proposal third party with respect to an Acquisition Transaction that was not directly or indirectly, after the board of directors of date hereof, made, encouraged, facilitated, solicited, initiated or assisted by the Company or its directors, officers, employees, agents, consultants and advisors (an “Unsolicited Company Proposal”) which did not result from or arise in connection with a breach of Section 4.18(a) and which: (i) constitutes a Superior Proposal (as defined in Section 4.18(f)); or (ii) which the Board determines in good faith faith, after consultation with the Company’s outside legal and financial advisors (i) constitutes a Superior Proposal or (ii) advisors, could reasonably be expected to result result, after the taking of any of the actions referred to in either of clause (x) or (y) below, in a Superior Proposal, the Company may, if its board of directors determines in good faith after consultation with the Company’s outside legal and financial advisors that failure to take such action would be inconsistent with its fiduciary duties under applicable Law, and subject to compliance with Section 6.6(e), may take the following actionsactions after providing written notice to each Purchaser of such determination and the basis therefor: (x) furnish nonpublic information with respect to the Company and its subsidiaries the Company Subsidiaries to the third party making such Competing Proposal Unsolicited Company Proposal, if, and only if, prior to so furnishing such information, the Company and such third party enter into a confidentiality agreement (a “Third Party Confidentiality Agreement”) that is no less restrictive to and no more favorable to such third party or parties than the confidentiality agreements between the Company and the Purchasers and (y) engage in discussions or negotiations with the third party with respect to the Competing Unsolicited Company Proposal; provided, in each case ifhowever, and only if, (A) all such information that the Company has previously been provided to Buyer or is provided to Buyer prior to or substantially concurrent complied with the time it is provided requirements of Section 4.18(d) with respect to such Unsolicited Company Proposal or such Superior Proposal. The Third Party Confidentiality Agreement shall provide that such third party shall pay any Termination Fee payable under Section 6.10 and (B) prior theretoany costs, the Company expenses and such third party enter into a confidentiality and standstill with such person that contains confidentiality and standstill provisions that are no less favorable in the aggregate to the Company than those contained in the Confidentiality Agreement (an “Acceptable Confidentiality Agreement”)interest payable under Section 6.10. (c) Except as Notwithstanding the foregoing and the limitations set forth in Section 6.6(d4.18(a), neither the board of directors of the Company nor any committee thereof shall (i)(A) changeif, qualify, withhold or withdraw, or publicly propose to change, qualify, withhold or withdraw the Company Recommendation or (B) recommend, adopt or approve, or propose publicly to recommend, adopt or approve, any Competing Proposal (any action described in this clause (i) being referred to as a “Change of Recommendation”) or (ii) approve or recommend, or propose to approve or recommend, or allow the Company or any of its affiliates to execute or enter into, any letter of intent, memorandum of understanding, agreement in principle, merger agreement, acquisition agreement, option agreement, joint venture agreement, partnership agreement or other similar agreement constituting or related to, any Competing Proposal (other than an Acceptable Confidentiality Agreement referred to in Section 6.6(b)) (each of the documents referred to in this clause (ii) shall be an “Acquisition Agreement”). (d) Notwithstanding the provisions of Section 6.6(c), if at any time prior to obtaining the Requisite Stockholder ApprovalClosing, the board of directors of the Company has concluded Board determines in good faith (faith, after consultation with the Company’s outside legal and financial advisors advisors, that, due to the existence of a Superior Proposal or an Unsolicited Company Proposal which the Board determines in good faith, after consultation with the Company’s outside legal and financial advisors, could reasonably be expected to result, after complying with and giving effect the taking of any of the actions referred to all proposed adjustments to this Agreement offered by Buyer pursuant to this in either of clause (x) or (y) of Section 6.6(d4.18(b)) (i)(x) , in response to a bona fide written Competing Proposal that was unsolicited, that such proposal is a Superior Proposal, and (y) that the failure of the board of directors of the Company Board may, solely with respect to change, qualify, withhold or withdraw the Company Recommendation would be inconsistent with the directors’ exercise of their fiduciary duties to the Company’s stockholders under applicable Law, or (ii) in the absence of a Competing Superior Proposal, the failure of the board of directors of the Company to take such action would be inconsistent with the directors’ exercise of their fiduciary duties to the Company’s stockholders under applicable Law, the board of directors of the Company may, subject to complying with Section 8.2(a), (1) change, qualify, withhold or withdraw the Company Recommendation and/or (2) in the case of clause (i) of this sentence, terminate this Agreement to enter into a binding written agreement with respect to such Superior Proposal in accordance with Section 8.1(g); provided, and terminate this Agreement (provided that the Company shall may not terminate this Agreement pursuant to the foregoing clause (2) foregoing, and any purported termination pursuant to the foregoing clause (2) shall be void and of no force or effect unlesseffect, unless (x) the Board determines in good faith, after consultation with the Company’s outside legal and financial advisors, that failure to take such action would be reasonably likely to constitute a breach by the Board of its fiduciary duties under applicable law and (y) in advance of or concurrently with such termination, termination the Company (X) pays or causes to be paid the Company Termination FeeFee to each Purchaser in accordance with Section 6.10), as required by Section 8.2, and (Y) simultaneously with such termination enters into an Acquisition Agreement with respect to a Competing Proposal and terminates this Agreement pursuant to Section 8.1(g); provided, further that prior to taking any of the actions described in clauses (i) and (ii) of this sentence, but only if the Company shall have given Buyer first: (i) provided five (5) Business Days’ prior written notice to each Purchaser that it is prepared to enter into a binding written agreement with respect to the Superior Proposal and terminate this Agreement, and specifying the reasons therefor, including the terms and conditions of the Unsolicited Company Proposal or Superior Proposal, as applicable (including the most current version of any proposed agreement(s)), and the identity of the Person making the proposal; (ii) offered to provide to each Purchaser all material non-public information delivered or made available to the person making any Unsolicited Company Proposal or Superior Proposal in connection with such Unsolicited Company Proposal or Superior Proposal that was not previously delivered or made available to each Purchaser; (iii) provided to each Purchaser copies of documents relating to the Unsolicited Company Proposal or Superior Proposal provided to the Company by the Person making the proposal (or provided by the Company to such person or their representatives), including the most current version of any proposed agreement or any other letter or other document containing such Person’s proposal (and the Company’s response(s) thereto) and the terms and conditions thereof; and (iv) during such five (5) Business Day period, if requested by a Purchaser, engaged in, and caused its financial and legal advisors to engage in, good faith negotiations with such Purchaser to amend this Agreement to make it at least three as favorable as the Unsolicited Company Proposal or Superior Proposal. The Company acknowledges and agrees that (3i) business days’ written notice any change to the financial terms or (it being understood and agreed that ii) any material amendment change to the amount any other terms of an Unsolicited Company Proposal or form of consideration of the Superior Proposal shall require a new notice and a new three (3) business day period) of compliance with the material terms of the Superior Proposal and the Company’s intention to accept such Superior Proposal, and the Company shall, during such three (3) business day period, negotiate in good faith with Buyer to make such adjustments to the Merger Consideration and other terms and conditions of this Agreement such that such Competing Proposal would no longer constitute a Superior Proposal. The board of directors of the Company shall promptly consider in good faith (in consultation with its outside legal counsel and financial advisors) any proposed alteration of the terms of this Agreement or the Merger proposed by Buyer in response to any Competing Proposalforegoing provisions anew. (ed) In addition to the obligations of the Company set forth in Section 6.6(a), (b) and (c), the The Company shall notify each Purchaser orally and in writing promptly (but in no event later than one (1) Business Day) after receipt by the Company, the Bank, or any event within 24 hours of receipt) notify Buyer their respective directors, officers, employees, representatives, agents or advisors of any (i) Competing Proposalproposal or offer from any Person other than a Purchaser regarding an Acquisition Transaction or any request for non-public information by any Person other than a Purchaser in connection with an Acquisition Transaction indicating, (ii) in connection with such notice, the name of such Person and the material terms and conditions of any proposals or offers (including, if applicable, copies of any written requests, proposals or offers, including proposed agreements) and thereafter shall keep each Purchaser informed, on a current basis, of the status and terms of any such Competing Proposal proposals or offers (including any material changes amendments thereto), ) and (iii) the identity status of the person making any such Competing Proposal. The Company shall promptly provide to Buyer discussions or negotiations, including any non-public information concerning change in the Company provided to any other person in connection with any Competing Proposal that was not Company’s intentions as previously provided to Buyer and any such non-public information shall be held by Buyer subject to the terms of the Confidentiality Agreementnotified. (fe) Nothing contained in this Section 6.6 Agreement shall prohibit prevent the Company or the board of directors of the Company Board from (iissuing as “stop, look and listen” communication pursuant to Rule 14d-9(f) disclosing to the Company’s stockholders a position contemplated by Rules 14d-9 and 14e-2(a) promulgated under the Exchange Act or (ii) complying with Rule 14d-9 and Rule 14e-2 under the Exchange Act with respect to an Acquisition Transaction or from making any disclosure to its stockholders the Company shareholders if the board of directors of the Company has reasonably determined in good faith, Board (after consultation with outside legal counsel, ) concludes that the its failure to do so would be inconsistent with any its fiduciary duties under applicable Law. The disclosures under this Section 6.6(f) shall not be a basis, in themselves, for Buyer to terminate this Agreement pursuant to Section 8.1(f) so long as any such disclosure rejects any Competing Proposal and reaffirms the Company Recommendation. (gf) As used in this Agreementagreement, “Competing Superior Proposal” shall mean a bona fide written Unsolicited Company Proposal (not solicited or initiated in violation of Section 4.18(a)) that relates to a potential Acquisition Transaction (but changing the references to the twenty percent (20%) amounts contained in the definition of Acquisition Transaction to references to fifty percent (50%)) that is determined in good faith by the Board of the Company, after consultation with the Company’s legal and financial advisors after taking into account all the terms and conditions of the Unsolicited Company Proposal and this Agreement, is on terms that are more favorable to the shareholders of the Company from a financial point of view than the transactions contemplated by the Transaction Documents (after giving effect to any changes to this Agreement proposed by the Purchasers in response to such proposal or otherwise) and is, in the reasonable judgment of the Board, reasonably capable of being completed on its stated terms, taking into account all financial, regulatory, legal and other aspects of such inquiry, proposal or offer from any and the third party (other than a or parties making the inquiry, proposal or offer by Buyer or any of its subsidiaries) relating to, or any inquiry that would reasonably be expected to lead to (i) a merger, consolidation, recapitalization, liquidation, dissolution, joint venture, binding share exchange, business combination or similar transaction involving the Company or any of its significant subsidiaries pursuant to which any person or the stockholders of any person would own twenty-five percent (25%) or more of any class of equity securities of the Company or any of its significant subsidiaries or of any resulting parent company of the Company; or (ii) any direct or indirect acquisition or purchase by any person, in one transaction or a series of transactions, that would constitute twenty-five percent (25%) or more of the revenues, net income or assets of the Company and its subsidiaries, taken as a whole (but exclusive of CPEX), or twenty-five percent (25%) or more of any class of equity securities of the Company or any of its significant subsidiariesoffer.

No Solicitation of Competing Proposal. (a) From Except as provided in this Section 4.18, from and after the date of this Agreement until the earlier of the Effective Time or Closing Date and the date, if any, on which this Agreement is terminated pursuant to Section 8.1, and except as otherwise provided for in this Agreement (including the other subsections of this Section 6.6)6.10, the Company agrees that it shall not, nor and that it shall it authorize or knowingly permit any of direct and use its Representativesreasonable best efforts to cause the Company’s directors, or any of its subsidiariesofficers, affiliates or any of their respective Representatives employees, agents, consultants and advisors not to, directly or indirectly: (i) , solicit, initiate initiate, encourage or knowingly facilitate any inquiries or encourage (including by way of providing material nonpublic information)proposals from, discuss or negotiate with, provide any information to, or agree to, approve consider the merits of any unsolicited inquiries or endorseproposals from, any Competing Proposal, (ii) enter into, continue or otherwise participate in any negotiations regarding, or furnish Person relating to any person any material nonpublic information with respect to, any Competing Proposal, (iii) enter into, continue Acquisition Transaction or otherwise engage in discussions with any person with respect to, any Competing Proposal, (iv) approve or recommend any Competing Proposal, (v) enter into any letter of intent or similar document or any agreement or commitment to (x) facilitate or consummate any Competing Proposal, (y) approve or endorse any Competing Proposal, (z) in connection with any Competing Proposal, require it to abandon, terminate or fail to consummate the Merger, (vi) amend or grant any waiver or release or approve any transaction or redeem any Company Rights under a potential Acquisition Transaction involving the Company Rights Agreement, except in connection with the transactions contemplated by this Agreement, or (vii) resolve, propose or agree to take any of the actions prohibited by clauses (i) through (vi) of this sentence. The Company shall, and shall cause its Representatives, subsidiaries, affiliates and their respective Representatives to, immediately cease and cause to be terminated all existing solicitations, discussions or negotiations with respect to any person conducted heretofore by the Company, any of its subsidiaries or affiliates or their respective Representatives with respect to any Competing Proposal, and shall demand the return or destruction of any information previously provided with respect to such activities, discussions or negotiations, subject to the restrictions set forth in any applicable confidentiality agreements. Notwithstanding anything to the contrary contained herein, the Company shall be permitted to terminate, amend, modify, waive or fail to enforce any provision of any “standstill” or similar obligation of any person in order that such person may submit a Competing Proposal if the board of directors of the Company determines in good faith after consultation with the Company’s outside legal and financial advisors that failure to take such action would be inconsistent with the directors’ exercise of their fiduciary duties to the Company’s stockholders under applicable LawSubsidiary. (b) Notwithstanding the limitations set forth in Section 6.6(a4.18(a), if after the date of this Agreement and prior to the Closing Date, the Company receives an unsolicited proposal from a bona fide written Competing Proposal third party with respect to an Acquisition Transaction that was not directly or indirectly, after the board of directors of date hereof, made, encouraged, facilitated, solicited, initiated or assisted by the Company or its directors, officers, employees, agents, consultants and advisors (an “Unsolicited Company Proposal”) which did not result from or arise in connection with a breach of Section 4.18(a) and which: (i) constitutes a Superior Proposal (as defined in Section 4.18(f)); or (ii) which the Board determines in good faith faith, after consultation with the Company’s outside legal and financial advisors (i) constitutes a Superior Proposal or (ii) advisors, could reasonably be expected to result result, after the taking of any of the actions referred to in either of clause (x) or (y) below, in a Superior Proposal, the Company may, if its board of directors determines in good faith after consultation with the Company’s outside legal and financial advisors that failure to take such action would be inconsistent with its fiduciary duties under applicable Law, and subject to compliance with Section 6.6(e), may take the following actionsactions after providing written notice to each Purchaser of such determination and the basis therefor: (x) furnish nonpublic information with respect to the Company and its subsidiaries the Company Subsidiaries to the third party making such Competing Proposal Unsolicited Company Proposal, if, and only if, prior to so furnishing such information, the Company and such third party enter into a confidentiality agreement (a “Third Party Confidentiality Agreement”) that is no less restrictive to and no more favorable to such third party or parties than the confidentiality agreements between the Company and the Purchasers and (y) engage in discussions or negotiations with the third party with respect to the Competing Unsolicited Company Proposal; provided, in each case ifhowever, and only if, (A) all such information that the Company has previously been provided to Buyer or is provided to Buyer prior to or substantially concurrent complied with the time it is provided requirements of Section 4.18(d) with respect to such Unsolicited Company Proposal or such Superior Proposal. The Third Party Confidentiality Agreement shall provide that such third party shall pay any Termination Fee payable under Section 6.10 and (B) prior theretoany costs, the Company expenses and such third party enter into a confidentiality and standstill with such person that contains confidentiality and standstill provisions that are no less favorable in the aggregate to the Company than those contained in the Confidentiality Agreement (an “Acceptable Confidentiality Agreement”)interest payable under Section 6.10. (c) Except as Notwithstanding the foregoing and the limitations set forth in Section 6.6(d4.18(a), neither the board of directors of the Company nor any committee thereof shall (i)(A) changeif, qualify, withhold or withdraw, or publicly propose to change, qualify, withhold or withdraw the Company Recommendation or (B) recommend, adopt or approve, or propose publicly to recommend, adopt or approve, any Competing Proposal (any action described in this clause (i) being referred to as a “Change of Recommendation”) or (ii) approve or recommend, or propose to approve or recommend, or allow the Company or any of its affiliates to execute or enter into, any letter of intent, memorandum of understanding, agreement in principle, merger agreement, acquisition agreement, option agreement, joint venture agreement, partnership agreement or other similar agreement constituting or related to, any Competing Proposal (other than an Acceptable Confidentiality Agreement referred to in Section 6.6(b)) (each of the documents referred to in this clause (ii) shall be an “Acquisition Agreement”). (d) Notwithstanding the provisions of Section 6.6(c), if at any time prior to obtaining the Requisite Stockholder ApprovalClosing, the board of directors of the Company has concluded Board determines in good faith (faith, after consultation with the Company’s outside legal and financial advisors advisors, that, due to the existence of a Superior Proposal or an Unsolicited Company Proposal which the Board determines in good faith, after consultation with the Company’s outside legal and financial advisors, could reasonably be expected to result, after complying with and giving effect the taking of any of the actions referred to all proposed adjustments to this Agreement offered by Buyer pursuant to this in either of clause (x) or (y) of Section 6.6(d4.18(b)) (i)(x) , in response to a bona fide written Competing Proposal that was unsolicited, that such proposal is a Superior Proposal, and (y) that the failure of the board of directors of the Company Board may, solely with respect to change, qualify, withhold or withdraw the Company Recommendation would be inconsistent with the directors’ exercise of their fiduciary duties to the Company’s stockholders under applicable Law, or (ii) in the absence of a Competing Superior Proposal, the failure of the board of directors of the Company to take such action would be inconsistent with the directors’ exercise of their fiduciary duties to the Company’s stockholders under applicable Law, the board of directors of the Company may, subject to complying with Section 8.2(a), (1) change, qualify, withhold or withdraw the Company Recommendation and/or (2) in the case of clause (i) of this sentence, terminate this Agreement to enter into a binding written agreement with respect to such Superior Proposal in accordance with Section 8.1(g); provided, and terminate this Agreement (provided that the Company shall may not terminate this Agreement pursuant to the foregoing clause (2) foregoing, and any purported termination pursuant to the foregoing clause (2) shall be void and of no force or effect unlesseffect, unless (x) the Board determines in good faith, after consultation with the Company’s outside legal and financial advisors, that failure to take such action would be reasonably likely to constitute a breach by the Board of its fiduciary duties under applicable law and (y) in advance of or concurrently with such termination, termination the Company (X) pays or causes to be paid the Company Termination FeeFee to each Purchaser in accordance with Section 6.10), as required by Section 8.2, and (Y) simultaneously with such termination enters into an Acquisition Agreement with respect to a Competing Proposal and terminates this Agreement pursuant to Section 8.1(g); provided, further that prior to taking any of the actions described in clauses (i) and (ii) of this sentence, but only if the Company shall have given Buyer first: (i) provided five (5) Business Days’ prior written notice to each Purchaser that it is prepared to enter into a binding written agreement with respect to the Superior Proposal and terminate this Agreement, and specifying the reasons therefor, including the terms and conditions of the Unsolicited Company Proposal or Superior Proposal, as applicable (including the most current version of any proposed agreement(s)), and the identity of the Person making the proposal; (ii) offered to provide to each Purchaser all material non-public information delivered or made available to the person making any Unsolicited Company Proposal or Superior Proposal in connection with such Unsolicited Company Proposal or Superior Proposal that was not previously delivered or made available to each Purchaser; (iii) provided to each Purchaser copies of documents relating to the Unsolicited Company Proposal or Superior Proposal provided to the Company by the Person making the proposal (or provided by the Company to such person or their representatives), including the most current version of any proposed agreement or any other letter or other document containing such Person’s proposal (and the Company’s response(s) thereto) and the terms and conditions thereof; and (iv) during such five (5) Business Day period, if requested by a Purchaser, engaged in, and caused its financial and legal advisors to engage in, good faith negotiations with such Purchaser to amend this Agreement to make it at least as favorable as the Unsolicited Company Proposal or Superior Proposal. The Company acknowledges and agrees that (i) any change to the financial terms or (ii) any material change to any other terms of an Unsolicited Company Proposal or Superior Proposal shall require compliance with the foregoing provisions anew, except for substituting the three (3) business days’ written notice Business Day period for a five (it being understood and agreed that any material amendment to the amount or form of consideration of the Superior Proposal shall require a new notice and a new three (35) business day Business Day period) of the material terms of the Superior Proposal and the Company’s intention to accept such Superior Proposal, and the Company shall, during such three (3) business day period, negotiate in good faith with Buyer to make such adjustments to the Merger Consideration and other terms and conditions of this Agreement such that such Competing Proposal would no longer constitute a Superior Proposal. The board of directors of the Company shall promptly consider in good faith (in consultation with its outside legal counsel and financial advisors) any proposed alteration of the terms of this Agreement or the Merger proposed by Buyer in response to any Competing Proposal. (ed) In addition to the obligations of the Company set forth in Section 6.6(a), (b) and (c), the The Company shall notify each Purchaser orally and in writing promptly (but in no event later than one (1) Business Day) after receipt by the Company, the Bank, or any event within 24 hours of receipt) notify Buyer their respective directors, officers, employees, representatives, agents or advisors of any (i) Competing Proposalproposal or offer from any Person other than a Purchaser regarding an Acquisition Transaction or any request for non-public information by any Person other than a Purchaser in connection with an Acquisition Transaction indicating, (ii) in connection with such notice, the name of such Person and the material terms and conditions of any proposals or offers (including, if applicable, copies of any written requests, proposals or offers, including proposed agreements) and thereafter shall keep each Purchaser informed, on a current basis, of the status and terms of any such Competing Proposal proposals or offers (including any material changes amendments thereto), ) and (iii) the identity status of the person making any such Competing Proposal. The Company shall promptly provide to Buyer discussions or negotiations, including any non-public information concerning change in the Company provided to any other person in connection with any Competing Proposal that was not Company’s intentions as previously provided to Buyer and any such non-public information shall be held by Buyer subject to the terms of the Confidentiality Agreementnotified. (fe) Nothing contained in this Section 6.6 Agreement shall prohibit prevent the Company or the board of directors of the Company Board from (iissuing as “stop, look and listen” communication pursuant to Rule 14d-9(f) disclosing to the Company’s stockholders a position contemplated by Rules 14d-9 and 14e-2(a) promulgated under the Exchange Act or (ii) complying with Rule 14d-9 and Rule 14e-2 under the Exchange Act with respect to an Acquisition Transaction or from making any disclosure to its stockholders the Company shareholders if the board of directors of the Company has reasonably determined in good faith, Board (after consultation with outside legal counsel, ) concludes that the its failure to do so would be inconsistent with any its fiduciary duties under applicable Law. The disclosures under this Section 6.6(f) shall not be a basis, in themselves, for Buyer to terminate this Agreement pursuant to Section 8.1(f) so long as any such disclosure rejects any Competing Proposal and reaffirms the Company Recommendation. (gf) As used in this Agreementagreement, “Competing Superior Proposal” shall mean a bona fide written Unsolicited Company Proposal (not solicited or initiated in violation of Section 4.18(a)) that relates to a potential Acquisition Transaction (but changing the references to the twenty percent (20%) amounts contained in the definition of Acquisition Transaction to references to fifty percent (50%)) that is determined in good faith by the Board of the Company, after consultation with the Company’s legal and financial advisors after taking into account all the terms and conditions of the Unsolicited Company Proposal and this Agreement, is on terms that are more favorable to the shareholders of the Company from a financial point of view than the transactions contemplated by the Transaction Documents (after giving effect to any changes to this Agreement proposed by the Purchasers in response to such proposal or otherwise) and is, in the reasonable judgment of the Board, reasonably capable of being completed on its stated terms, taking into account all financial, regulatory, legal and other aspects of such inquiry, proposal or offer from any and the third party (other than a or parties making the inquiry, proposal or offer by Buyer or any of its subsidiaries) relating to, or any inquiry that would reasonably be expected to lead to (i) a merger, consolidation, recapitalization, liquidation, dissolution, joint venture, binding share exchange, business combination or similar transaction involving the Company or any of its significant subsidiaries pursuant to which any person or the stockholders of any person would own twenty-five percent (25%) or more of any class of equity securities of the Company or any of its significant subsidiaries or of any resulting parent company of the Company; or (ii) any direct or indirect acquisition or purchase by any person, in one transaction or a series of transactions, that would constitute twenty-five percent (25%) or more of the revenues, net income or assets of the Company and its subsidiaries, taken as a whole (but exclusive of CPEX), or twenty-five percent (25%) or more of any class of equity securities of the Company or any of its significant subsidiariesoffer.

No Solicitation of Competing Proposal. (a) From and after the date of this Agreement until the earlier of the Effective Time or the date, if any, on which this Agreement is terminated pursuant to Section 8.1, and except as otherwise provided for in this Agreement (including the other subsections of this Section 6.6), the Company agrees that neither it nor any subsidiary of the Company shall, and that it shall not, nor shall it authorize or knowingly permit any of use its Representatives, or any of reasonable best efforts to cause its subsidiaries, affiliates or any of and their respective Representatives not to, directly or indirectly: (i) solicit, initiate or knowingly facilitate or encourage (including by way of providing material nonpublic information)) any inquiries, proposals or agree offers that constitute or may reasonably be expected to lead to, approve or endorse, any Competing Proposal, (ii) enter into, continue or otherwise participate in any negotiations regarding, or furnish to any person any material nonpublic information with respect to, any Competing Proposal, (iii) enter into, continue or otherwise engage in discussions with any person with respect to, to any Competing Proposal, (iv) approve or recommend any Competing Proposal, (v) enter into any letter of intent intent, memorandum of understanding or similar document or any agreement or commitment relating to (x) facilitate or consummate any Competing Proposal, (yvi) approve enter into any agreement or endorse any Competing Proposalagreement in principle requiring, (z) in connection with any Competing Proposaldirectly or indirectly, require it the Company to abandon, terminate or fail to consummate the Merger, (vi) amend or grant any waiver or release or approve any transaction or redeem any Company Rights under the Company Rights Agreement, except in connection with the transactions contemplated by this Agreementhereby or breach its obligations hereunder, or (vii) resolve, publicly propose or agree to take do any of the actions prohibited by clauses (i) through (vi) of this sentenceforegoing. The Company shallshall ensure that its Representatives are aware of the provisions of this Section 6.6, and any violation of the restrictions contained in this Section 6.6 by its board of directors (including any committee thereof) or its Representatives shall cause its Representatives, subsidiaries, affiliates and their respective Representatives to, immediately cease and cause be deemed to be terminated all existing solicitations, discussions or negotiations with respect to any person conducted heretofore a breach of this Section 6.6 by the Company, any of its subsidiaries or affiliates or their respective Representatives with respect to any Competing Proposal, and shall demand . (b) Notwithstanding the return or destruction of any information previously provided with respect to such activities, discussions or negotiations, subject to the restrictions limitations set forth in any applicable confidentiality agreements. Notwithstanding anything Section 6.6(a), if after the date hereof but prior to receipt of the contrary contained hereinRequisite Stockholder Vote, the Company shall be permitted to terminate, amend, modify, waive or fail to enforce any provision of any “standstill” or similar obligation of any person in order that such person may submit a receives an unsolicited written Competing Proposal if which the board of directors of the Company determines in good faith after consultation with the Company’s outside legal and financial advisors that failure to take such action constitutes or would be inconsistent with the directors’ exercise of their fiduciary duties to the Company’s stockholders under applicable Law. (b) Notwithstanding the limitations set forth in Section 6.6(a), if the Company receives a bona fide written Competing Proposal that the board of directors of the Company determines in good faith after consultation with the Company’s outside legal and financial advisors (i) constitutes a Superior Proposal or (ii) could reasonably be expected to result in, after the taking of any of the actions referred to in either of clause (x) or (y) below, a Superior Proposal, the Company may, if its board of directors determines in good faith after consultation with the Company’s outside legal and financial advisors that failure to take such action would be inconsistent with its fiduciary duties under applicable Law, and subject to compliance with Section 6.6(e), may take the following actions: (x) furnish nonpublic information with respect to the Company and its subsidiaries to the third party making such Competing Proposal Proposal, if, and only if, prior to so furnishing such information, the Company receives from the third party an executed confidentiality agreement (which confidentiality agreement shall contain terms (including a “standstill”) no less favorable to the Company than those set forth in the Confidentiality Agreement) and substantially concurrently furnishes such nonpublic information to Parent to the extent such information was not previously furnished to Parent and (y) engage in discussions or negotiations with the third party with respect to the Competing Proposal, in each case ifonly to the extent that the board of directors of the Company concludes in good faith (after receiving the advice of its outside counsel) that failure to take such actions would be inconsistent with the directors’ exercise of their fiduciary duties under applicable Law; provided, and only ifhowever, (A) all such information has previously been provided to Buyer or is provided to Buyer that prior to or substantially concurrent with the time it is provided to Company taking such third party actions as described in clauses (x) and (By) prior theretoabove, the Company and shall have provided written notice to Parent of such third party enter into determination of the board of directors of the Company. The Company shall keep Parent reasonably informed on a confidentiality and standstill with such person that contains confidentiality and standstill provisions that are current basis (within no less favorable more than 24 hours) of any material developments in the aggregate status and terms of any such Competing Proposal or inquiry (including whether such Competing Proposal or inquiry has been withdrawn or rejected and any material change to the Company than those contained in the Confidentiality Agreement (an “Acceptable Confidentiality Agreement”terms thereof). (c) Except From and after the date of this Agreement until the earlier of the Effective Time or the date, if any, on which this Agreement is terminated pursuant to Section 8.1 and except as set forth otherwise provided for in Section 6.6(d)the immediately following sentence, neither the board of directors of the Company nor any committee thereof shall (i)(A) change, qualify, withhold or withdraw, qualify or modify or publicly propose to changewithdraw, qualifyqualify or modify, withhold or withdraw in any manner, the Company Recommendation or (B) recommend, adopt or approve, or propose publicly to recommend, adopt or approve, any Competing Proposal (any action described in this clause (i) being referred to as a “Change of Recommendation”) or (ii) approve or recommend, or propose to approve or recommend, or allow the Company or any of its affiliates to execute or enter into, any letter of intent, memorandum of understanding, agreement in principle, merger agreement, acquisition agreement, option agreement, joint venture agreement, partnership agreement or other similar agreement constituting or related to, any Competing Proposal (other than an Acceptable Confidentiality Agreement referred to in Section 6.6(b)) (each of the documents referred to in this clause (ii) shall be an “Acquisition Agreement”). (d) . Notwithstanding the provisions of Section 6.6(c)foregoing, if at any time prior to obtaining receipt of the Requisite Stockholder Approval, Vote the board of directors of the Company may effect a Change of Recommendation if the board of directors of the Company has concluded in good faith (after consultation with the Company’s outside legal and financial advisors and after complying with and giving effect to all proposed adjustments to this Agreement offered by Buyer pursuant to this Section 6.6(d)) (i)(x) in response to a bona fide written Competing Proposal that was unsolicited, that such proposal is a Superior Proposal, and (y) that the failure of the board of directors of the Company to change, qualify, withhold or withdraw the Company effect a Change of Recommendation would be inconsistent with the directors’ exercise of their fiduciary duties under applicable Law; provided, however, that (A) the Company shall have first provided three (3) Business Days prior written notice to Parent of its intention to make a Change of Recommendation and the basis therefor (which notice, if provided because of a Superior Proposal, shall be accompanied by a copy of the relevant proposed transaction agreements with the party making such Superior Proposal (and any other related material documents)), (B) if requested by Parent, the Company shall have negotiated, and caused its financial and legal advisors to negotiate, in good faith with Parent for a period of three (3) Business Days since the delivery of such notice to amend the terms of this Agreement to address the reasons for the proposed Change of Recommendation, and (C) if Parent delivers a written and binding offer to alter the terms of the Agreement during such three (3) Business Day period, the board of directors of the Company shall have concluded in good faith after consultation with the Company’s stockholders under applicable Law, or (ii) in the absence of a Competing Proposal, legal and financial advisors that the failure of the board of directors to effect a Change of the Company to take such action Recommendation would still be inconsistent with the directors’ exercise of their fiduciary duties to the Company’s stockholders under applicable Law, the board of directors of the Company may, subject to complying with Section 8.2(a), (1) change, qualify, withhold or withdraw the Company Recommendation and/or (2) in the case of clause (i) of this sentence, terminate this Agreement to enter into a binding written agreement with respect to such Superior Proposal in accordance with Section 8.1(g); provided, that the Company shall not terminate this Agreement pursuant to the foregoing clause (2) and any purported termination pursuant to the foregoing clause (2) shall be void and of no force or effect unless, in advance of or concurrently with such termination, the Company (X) pays the Company Termination Fee, as required by Section 8.2, and (Y) simultaneously with such termination enters into an Acquisition Agreement with respect to a Competing Proposal and terminates this Agreement pursuant to Section 8.1(g); provided, further that prior to taking any of the actions described in clauses (i) and (ii) of this sentence, the Company shall have given Buyer at least three (3) business days’ written notice (it being understood and agreed that any material amendment to the amount or form of consideration of the Superior Proposal shall require a new notice and a new three (3) business day period) of the material terms of the Superior Proposal and the Company’s intention to accept such Superior Proposal, and the Company shall, during such three (3) business day period, negotiate in good faith with Buyer to make such adjustments to the Merger Consideration and other terms and conditions of this Agreement such that such Competing Proposal would no longer constitute a Superior Proposal. The board of directors of the Company shall promptly consider in good faith (in consultation with its outside legal counsel and financial advisors) any proposed alteration of the terms of this Agreement or the Merger proposed by Buyer in response to any Competing Proposal. (e) In addition to the obligations of the Company set forth in Section 6.6(a), (b) and (c), the Company shall promptly (but in any event within 24 hours of receipt) notify Buyer of any (i) Competing Proposal, (ii) the material terms and conditions of any such Competing Proposal (including any material changes thereto), and (iii) the identity of the person making any such Competing Proposal. The Company shall promptly provide to Buyer any non-public information concerning the Company provided to any other person in connection with any Competing Proposal that was not previously provided to Buyer and any such non-public information shall be held by Buyer subject to the terms of the Confidentiality Agreement. (fd) Nothing contained in this Section 6.6 Agreement shall prohibit the Company or the board of directors of the Company from (i) disclosing to the Company’s stockholders a position contemplated by complying with Rules 14d-9 and 14e-2(a) promulgated under the Exchange Act Act; provided, that such Rules will in no way eliminate or modify the effect that any action pursuant to such Rules would otherwise have under this Agreement; and provided, further, that any such disclosure (iiother than a “stop, look and listen” or similar communication of the type contemplated by Rule 14d-9(f) making any disclosure under the Exchange Act) shall be deemed to its stockholders if be a Change of Recommendation unless the board of directors of the Company has reasonably determined in good faith, after consultation with outside legal counsel, that the failure to do so would be inconsistent with any applicable Law. The disclosures under this Section 6.6(f) shall not be a basis, in themselves, for Buyer to terminate this Agreement pursuant to Section 8.1(f) so long as any such disclosure rejects any Competing Proposal expressly and concurrently reaffirms the Company Recommendation. (ge) As used in this Agreement, “Competing Proposal” shall mean any bona fide proposal or offer from any third party (other than a proposal or offer by Buyer Parent or any of its subsidiaries) relating to, to any direct or any inquiry that would reasonably be expected to lead to indirect (i) a merger, reorganization, share exchange, consolidation, business combination, recapitalization, liquidation, dissolution, joint venture, binding share exchange, business combination liquidation or similar transaction involving the Company or any of its significant subsidiaries pursuant to which any person subsidiaries, whose assets individually or in the stockholders of any person would own twenty-five aggregate, constitute fifteen percent (25%) or more of any class of equity securities of the Company or any of its significant subsidiaries or of any resulting parent company of the Company; or (ii) any direct or indirect acquisition or purchase by any person, in one transaction or a series of transactions, that would constitute twenty-five percent (2515%) or more of the revenues, net income consolidated assets of the Company and its subsidiaries as determined on a book-value basis; (ii) the acquisition by any person of fifteen percent (15%) or more of the assets of the Company and its subsidiaries, taken as a whole as determined on a book-value basis; (but exclusive iii) the acquisition by any person of CPEX), or twenty-five fifteen percent (2515%) or more of the issued and outstanding shares of Common Stock or (iv) any purchase, acquisition, tender offer or exchange offer that if consummated would result in any person beneficially owning fifteen percent (15%) or more of the Common Stock or any class of equity or voting securities of its subsidiaries whose assets, individually or in the aggregate, constitute fifteen percent (15%) or more of the consolidated assets of the Company and its subsidiaries as determined on a book-value basis. (f) As used in this Agreement, “Superior Proposal” shall mean a written Competing Proposal (with all percentages in the definition of Competing Proposal increased to fifty (50%)) on terms that the board of directors of the Company determines in good faith, after consultation with the Company’s financial and legal advisors, and taking into account all the terms of the Competing Proposal (including the conditionality and the timing), are more favorable from a financial point of view to the Company’s stockholders than the transactions contemplated by this Agreement (taking into account any revised proposal by Parent to amend the terms of this Agreement pursuant to and in accordance with Section 6.6(c) or any of its significant subsidiariesSection 8.1(g), as applicable).

No Solicitation of Competing Proposal. (a) From Except as provided in this Section 4.17, from and after the date of this Agreement until the earlier of the Effective Time or Closing Date and the date, if any, on which this Agreement is terminated pursuant to Section 8.1, and except as otherwise provided for in this Agreement (including the other subsections of this Section 6.6)6.10, the Company agrees that it shall not, nor and that it shall it authorize or knowingly permit any of direct and use its Representativesreasonable best efforts to cause the Company’s directors, or any of its subsidiariesofficers, affiliates or any of their respective Representatives employees, agents, consultants and advisors not to, directly or indirectly: (i) , solicit, initiate initiate, encourage or knowingly facilitate any inquiries or encourage (including by way of providing material nonpublic information)proposals from, discuss or negotiate with, provide any information to, or agree to, approve consider the merits of any unsolicited inquiries or endorseproposals, any Competing Proposal, (ii) enter into, continue or otherwise participate in any negotiations regarding, or furnish Person relating to any person any material nonpublic information with respect to, any Competing Proposal, (iii) enter into, continue Acquisition Transaction or otherwise engage in discussions with any person with respect to, any Competing Proposal, (iv) approve or recommend any Competing Proposal, (v) enter into any letter of intent or similar document or any agreement or commitment to (x) facilitate or consummate any Competing Proposal, (y) approve or endorse any Competing Proposal, (z) in connection with any Competing Proposal, require it to abandon, terminate or fail to consummate the Merger, (vi) amend or grant any waiver or release or approve any transaction or redeem any Company Rights under a potential Acquisition Transaction involving the Company Rights Agreement, except in connection with the transactions contemplated by this Agreement, or (vii) resolve, propose or agree to take any of the actions prohibited by clauses (i) through (vi) of this sentence. The Company shall, and shall cause its Representatives, subsidiaries, affiliates and their respective Representatives to, immediately cease and cause to be terminated all existing solicitations, discussions or negotiations with respect to any person conducted heretofore by the Company, any of its subsidiaries or affiliates or their respective Representatives with respect to any Competing Proposal, and shall demand the return or destruction of any information previously provided with respect to such activities, discussions or negotiations, subject to the restrictions set forth in any applicable confidentiality agreements. Notwithstanding anything to the contrary contained herein, the Company shall be permitted to terminate, amend, modify, waive or fail to enforce any provision of any “standstill” or similar obligation of any person in order that such person may submit a Competing Proposal if the board of directors of the Company determines in good faith after consultation with the Company’s outside legal and financial advisors that failure to take such action would be inconsistent with the directors’ exercise of their fiduciary duties to the Company’s stockholders under applicable LawSubsidiary. (b) Notwithstanding the limitations set forth in Section 6.6(a4.17(a), if after the date of this Agreement and prior to the Closing Date, the Company receives an unsolicited proposal from a bona fide written Competing Proposal third party with respect to an Acquisition Transaction that was not directly or indirectly, after the board of directors of date hereof, made, encouraged, facilitated, solicited, initiated or assisted by the Company or its directors, officers, employees, agents, consultants and advisors (an “Unsolicited Company Proposal”) which did not result from or arise in connection with a breach of Section 4.17(a) and which: (i) constitutes a Superior Proposal (as defined in Section 4.17(f)); or (ii) which the Board determines in good faith faith, after consultation with the Company’s outside legal and financial advisors (i) constitutes a Superior Proposal or (ii) advisors, could reasonably be expected to result result, after the taking of any of the actions referred to in either of clause (x) or (y) below, in a Superior Proposal, the Company may, if its board of directors determines in good faith after consultation with the Company’s outside legal and financial advisors that failure to take such action would be inconsistent with its fiduciary duties under applicable Law, and subject to compliance with Section 6.6(e), may take the following actionsactions after providing written notice to each Purchaser of such determination and the basis therefor: (x) furnish nonpublic information with respect to the Company and its subsidiaries the Company Subsidiaries to the third party making such Competing Proposal Unsolicited Company Proposal, if, and only if, prior to so furnishing such information, the Company and such third party enter into a confidentiality agreement (a “Third Party Confidentiality Agreement”) that is no less restrictive to and no more favorable to such third party or parties than the confidentiality agreements between the Company and the Purchasers and (y) engage in discussions or negotiations with the third party with respect to the Competing Unsolicited Company Proposal; provided, in each case ifhowever, and only if, (A) all such information that the Company has previously been provided to Buyer or is provided to Buyer prior to or substantially concurrent complied with the time it is provided requirements of Section 4.17(d) with respect to such Unsolicited Company Proposal or such Superior Proposal. The Third Party Confidentiality Agreement shall provide that such third party shall pay any Termination Fee payable under Section 6.10 and (B) prior theretoany costs, the Company expenses and such third party enter into a confidentiality and standstill with such person that contains confidentiality and standstill provisions that are no less favorable in the aggregate to the Company than those contained in the Confidentiality Agreement (an “Acceptable Confidentiality Agreement”)interest payable under Section 6.10. (c) Except as Notwithstanding the foregoing and the limitations set forth in Section 6.6(d4.17(a), neither the board of directors of the Company nor any committee thereof shall (i)(A) changeif, qualify, withhold or withdraw, or publicly propose to change, qualify, withhold or withdraw the Company Recommendation or (B) recommend, adopt or approve, or propose publicly to recommend, adopt or approve, any Competing Proposal (any action described in this clause (i) being referred to as a “Change of Recommendation”) or (ii) approve or recommend, or propose to approve or recommend, or allow the Company or any of its affiliates to execute or enter into, any letter of intent, memorandum of understanding, agreement in principle, merger agreement, acquisition agreement, option agreement, joint venture agreement, partnership agreement or other similar agreement constituting or related to, any Competing Proposal (other than an Acceptable Confidentiality Agreement referred to in Section 6.6(b)) (each of the documents referred to in this clause (ii) shall be an “Acquisition Agreement”). (d) Notwithstanding the provisions of Section 6.6(c), if at any time prior to obtaining the Requisite Stockholder ApprovalClosing, the board of directors of the Company has concluded Board determines in good faith (faith, after consultation with the Company’s outside legal and financial advisors advisors, that, due to the existence of a Superior Proposal or an Unsolicited Company Proposal which the Board determines in good faith, after consultation with the Company’s outside legal and financial advisors, could reasonably be expected to result, after complying with and giving effect the taking of any of the actions referred to all proposed adjustments to this Agreement offered by Buyer pursuant to this in either of clause (x) or (y) of Section 6.6(d4.17(b)) (i)(x) , in response to a bona fide written Competing Proposal that was unsolicited, that such proposal is a Superior Proposal, and (y) that the failure of the board of directors of the Company Board may, solely with respect to change, qualify, withhold or withdraw the Company Recommendation would be inconsistent with the directors’ exercise of their fiduciary duties to the Company’s stockholders under applicable Law, or (ii) in the absence of a Competing Superior Proposal, the failure of the board of directors of the Company to take such action would be inconsistent with the directors’ exercise of their fiduciary duties to the Company’s stockholders under applicable Law, the board of directors of the Company may, subject to complying with Section 8.2(a), (1) change, qualify, withhold or withdraw the Company Recommendation and/or (2) in the case of clause (i) of this sentence, terminate this Agreement to enter into a binding written agreement with respect to such Superior Proposal in accordance with Section 8.1(g); provided, and terminate this Agreement (provided that the Company shall may not terminate this Agreement pursuant to the foregoing clause (2) foregoing, and any purported termination pursuant to the foregoing clause (2) shall be void and of no force or effect unlesseffect, unless (x) the Board determines in good faith, after consultation with the Company’s outside legal and financial advisors, that failure to take such action would be reasonably likely to constitute a breach by the Board of its fiduciary duties under applicable law and (y) in advance of or concurrently with such termination, termination the Company (X) pays or causes to be paid the Company Termination FeeFee to each Purchaser in accordance with Section 6.10), as required by Section 8.2, and (Y) simultaneously with such termination enters into an Acquisition Agreement with respect to a Competing Proposal and terminates this Agreement pursuant to Section 8.1(g); provided, further that prior to taking any of the actions described in clauses (i) and (ii) of this sentence, but only if the Company shall have given Buyer at least three first: (3i) provided five (5) business days’ prior written notice (to each Purchaser that it being understood and agreed that any material amendment is prepared to the amount or form of consideration of the Superior Proposal shall require enter into a new notice and a new three (3) business day period) of the material terms of binding written agreement with respect to the Superior Proposal and terminate this Agreement, and specifying the reasons therefor, including the terms and conditions of the Unsolicited Company Proposal or Superior Proposal, as applicable (including the most current version of any proposed agreement(s)), and the identity of the Person making the proposal; (ii) offered to provide to each Purchaser all material non-public information delivered or made available to the person making any Unsolicited Company Proposal or Superior Proposal in connection with such Unsolicited Company Proposal or Superior Proposal that was not previously delivered or made available to each Purchaser; (iii) provided to each Purchaser copies of documents relating to the Unsolicited Company Proposal or Superior Proposal provided to the Company by the Person making the proposal (or provided by the Company to such person or their representatives), including the most current version of any proposed agreement or any other letter or other document containing such Person’s proposal (and the Company’s intention to accept such Superior Proposal, response(s) thereto) and the Company shall, terms and conditions thereof; and (iv) during such three five (35) business day period, negotiate in if requested by a Purchaser, engaged in, and caused its financial and legal advisors to engage in, good faith negotiations with Buyer such Purchaser to make such adjustments amend this Agreement. The Company acknowledges and agrees that (i) any change to the Merger Consideration and financial terms or (ii) any material change to any other terms and conditions of this Agreement such that such Competing an Unsolicited Company Proposal would no longer constitute a or Superior Proposal. The board of directors of Proposal shall require compliance with the Company shall promptly consider in good faith (in consultation with its outside legal counsel and financial advisors) any proposed alteration of the terms of this Agreement or the Merger proposed by Buyer in response to any Competing Proposalforegoing provisions anew. (ed) In addition to the obligations of the Company set forth in Section 6.6(a), (b) and (c), the The Company shall notify each Purchaser orally and in writing promptly (but in no event later than one (1) Business Day) after receipt by the Company, the Bank, or any event within 24 hours of receipt) notify Buyer their respective directors, officers, employees, representatives, agents or advisors of any (i) Competing Proposalproposal or offer from any Person other than a Purchaser regarding an Acquisition Transaction or any request for non-public information by any Person other than a Purchaser in connection with an Acquisition Transaction indicating, (ii) in connection with such notice, the name of such Person and the material terms and conditions of any proposals or offers (including, if applicable, copies of any written requests, proposals or offers, including proposed agreements) and thereafter shall keep each Purchaser informed, on a current basis, of the status and terms of any such Competing Proposal proposals or offers (including any material changes amendments thereto), ) and (iii) the identity status of the person making any such Competing Proposal. The Company shall promptly provide to Buyer discussions or negotiations, including any non-public information concerning change in the Company provided to any other person in connection with any Competing Proposal that was not Company’s intentions as previously provided to Buyer and any such non-public information shall be held by Buyer subject to the terms of the Confidentiality Agreementnotified. (fe) Nothing contained in this Section 6.6 Agreement shall prohibit prevent the Company or the its board of directors of the Company from (iissuing as “stop, look and listen” communication pursuant to Rule 14d-9(f) disclosing to the Company’s stockholders a position contemplated by Rules 14d-9 and 14e-2(a) promulgated under the Exchange Act or (ii) complying with Rule 14d-9 and Rule 14e-2 under the Exchange Act with respect to an Acquisition Transaction or from making any disclosure to its stockholders the Company shareholders if the board of directors of the Company has reasonably determined in good faith, (after consultation with outside legal counsel, ) concludes that the its failure to do so would be inconsistent with any its fiduciary duties under applicable Law. The disclosures under this Section 6.6(f) shall not be a basis, in themselves, for Buyer to terminate this Agreement pursuant to Section 8.1(f) so long as any such disclosure rejects any Competing Proposal and reaffirms the Company Recommendation. (gf) As used in this Agreementagreement, “Competing Superior Proposal” shall mean a bona fide written Unsolicited Company Proposal (not solicited or initiated in violation of Section 4.17(a)) that relates to a potential Acquisition Transaction (but changing the references to the twenty percent (20%) amounts contained in the definition of Acquisition Transaction to references to fifty percent (50%)) that is determined in good faith by the Board of the Company, after consultation with the Company’s legal and financial advisors after taking into account all the terms and conditions of the Unsolicited Company Proposal and this Agreement, is on terms that are more favorable to the shareholders of the Company from a financial point of view than the transactions contemplated by the Transaction Documents (after giving effect to any changes to this Agreement proposed by the Purchasers in response to such proposal or otherwise) and is, in the reasonable judgment of the board of directors, reasonably capable of being completed on its stated terms, taking into account all financial, regulatory, legal and other aspects of such inquiry, proposal or offer from any and the third party (other than a or parties making the inquiry, proposal or offer by Buyer or any of its subsidiaries) relating to, or any inquiry that would reasonably be expected to lead to (i) a merger, consolidation, recapitalization, liquidation, dissolution, joint venture, binding share exchange, business combination or similar transaction involving the Company or any of its significant subsidiaries pursuant to which any person or the stockholders of any person would own twenty-five percent (25%) or more of any class of equity securities of the Company or any of its significant subsidiaries or of any resulting parent company of the Company; or (ii) any direct or indirect acquisition or purchase by any person, in one transaction or a series of transactions, that would constitute twenty-five percent (25%) or more of the revenues, net income or assets of the Company and its subsidiaries, taken as a whole (but exclusive of CPEX), or twenty-five percent (25%) or more of any class of equity securities of the Company or any of its significant subsidiariesoffer.

No Solicitation of Competing Proposal. (a) From and after the date of this Agreement until the earlier of the Effective Time Closing Date or the date, if any, on which this Agreement is terminated pursuant to Section 8.110.1, and except as otherwise provided for in this Agreement (including the other subsections Section 6.4, Seller agrees that neither it nor any of this Section 6.6)its Subsidiaries shall, the Company agrees and that it shall not, nor shall it authorize or knowingly permit any of instruct and use its Representatives, or any of reasonable best efforts to cause its subsidiaries, affiliates or any of and their respective Representatives representatives not to, directly or indirectly: (i) solicit, initiate or knowingly facilitate or encourage (including by way any Competing Proposal or the making of providing material nonpublic information), or agree to, approve or endorse, any proposal that would reasonably be expected to lead to a Competing Proposal, (ii) enter into, continue conduct or otherwise participate in any negotiations regardingwith, furnish any nonpublic information relating to the Business, the Company or any of its Subsidiaries, afford access to the business, properties, assets, books or records of the Business, the Company or any of its Subsidiaries to, or furnish knowingly assist, participate in, facilitate or encourage any effort by, any third party that is seeking to any person any material nonpublic information with respect tomake, or has made, any Competing Proposal, (iii) enter into, continue or otherwise engage in discussions with any person with respect to, to any Competing Proposal, (iv) approve or recommend any Competing Proposal, Proposal or (v) enter into any letter of intent intent, term sheet, agreement in principle or similar document or any Contract, acquisition agreement, merger agreement, share purchase agreement, asset purchase agreement, option agreement or similar agreement or commitment providing for or relating to (x) facilitate or consummate any Competing Proposal, or any proposal or offer that would reasonably be expected to lead to a Competing Proposal (y) approve an “Alternative Acquisition Agreement”), or endorse enter into any Competing Proposal, (z) agreement or agreement in connection with any Competing Proposal, require it principle requiring Seller to abandon, terminate or fail to consummate the Merger, (vi) amend or grant any waiver or release or approve any transaction or redeem any Company Rights under the Company Rights Agreement, except in connection with the transactions contemplated by this Agreement, hereby or (vii) resolve, breach its obligations hereunder or propose or agree to take do any of the actions prohibited foregoing. Except as expressly permitted by clauses (i) through (vi) this Section 6.4, the Board of this sentenceDirectors of Seller shall not effect a Change of Recommendation. The Company Seller shall, and shall cause its Representatives, subsidiaries, affiliates and their respective Representatives Subsidiaries to, cease immediately cease and cause to be terminated all existing solicitationsterminated, discussions and shall not authorize or negotiations with respect to any person conducted heretofore by the Company, knowingly permit any of its subsidiaries or affiliates or their respective Representatives with respect representatives to continue, any Competing Proposal, and shall demand the return or destruction of any information previously provided with respect to such all existing activities, discussions or negotiations, subject if any, with any third party conducted prior to the restrictions set forth date hereof with respect to any Competing Proposal and shall request that any third party (or its agents or advisors) in any applicable confidentiality agreements. Notwithstanding anything to possession of non-public information in respect of the contrary contained hereinBusiness, the Company shall be permitted or any of its Subsidiaries that was furnished by or on behalf of Seller to terminatereturn or destroy (and confirm destruction of) all such information, amend, modify, waive or fail to enforce any provision of any “standstill” or similar obligation of any person in order that such person may submit a Competing Proposal if the board of directors of the Company determines in good faith after consultation with the Company’s outside legal and financial advisors that failure to take such action would be inconsistent with the directors’ exercise of their fiduciary duties to the Company’s stockholders under applicable Lawextent Seller is entitled to have such information returned or destroyed. (b) Notwithstanding the limitations set forth in Section 6.6(a6.4(a), at any time prior to the receipt of the Requisite Stockholder Approval, but not after, if the Company Seller receives a bona fide written fide, unsolicited Competing Proposal in writing that the board of directors a majority of the Company entire Board of Directors of Seller (i) determines in good faith after consultation with the CompanySeller’s outside legal and financial advisors (i) constitutes a Superior Proposal constitutes, or (ii) could reasonably be expected to result result, after the taking of any of the actions referred to in either of clause (x) or (y) below in, a Superior Proposal, Proposal and (ii) resolves that the Company may, if its board of directors determines failure to furnish information or participate in good faith after consultation discussions or negotiations with the Company’s outside legal and financial advisors that failure to take person making such action Competing Proposal would be inconsistent with a violation of its fiduciary duties under applicable Law, and subject to compliance with Section 6.6(e), Seller may take the following actions: (x) furnish nonpublic information with respect to the Company and its subsidiaries to the third party making such Competing Proposal Proposal, if, and only if, prior to so furnishing such information, Seller receives from the third party an executed confidentiality agreement having terms not less restrictive on such Person than the Confidentiality Agreement and (y) engage in discussions or negotiations with the third party with respect to the Competing Proposal; provided, in each case ifhowever, and only if, (A) all such information has previously been provided that Seller shall provide written notice to Buyer or is provided of such Superior Proposal within 24 hours of receipt of such proposal and as promptly as reasonably practicable following Seller taking such actions as described in clauses (x) and (y) above, provide written notice to Buyer prior to or substantially concurrent with of the time it is determination of the Board of Directors of Seller as provided to such third party and (B) prior thereto, the Company and such third party enter into a confidentiality and standstill with such person that contains confidentiality and standstill provisions that are no less favorable in the aggregate to the Company than those contained in the Confidentiality Agreement (an “Acceptable Confidentiality Agreement”)for above. (c) Except as Notwithstanding the limitations set forth in Section 6.6(d6.4(a), neither at any time prior to the board of directors receipt of the Company nor any committee thereof shall Requisite Stockholder Approval, but not after, the Board of Directors of Seller may, on five Business Days prior written notice to Buyer (i)(Awhich notice includes the forms of agreements pursuant to which the Superior Proposal would be implemented) change(the “Superior Proposal Notice Period”), qualifymake a Change of Recommendation if (i) Seller has otherwise complied with its obligations pursuant to this Section 6.4, withhold or withdraw, or publicly propose (ii) a majority of the entire Board of Directors of Seller has concluded in good faith after consultation with Seller’s outside legal and financial advisors that the failure of the Board of Directors of Seller to change, qualify, withhold or withdraw the Company Seller Recommendation or would be reasonably likely to be a violation of the directors’ fiduciary duties to the holders of Seller Common Stock under applicable Law, (Biii) recommend, adopt or approve, or propose publicly Seller shall have offered to recommend, adopt or approvenegotiate in good faith with Buyer during the Superior Proposal Notice Period, any adjustments in the terms and conditions of this Agreement proposed by Buyer so that the Competing Proposal ceases to constitute a Superior Proposal, if Seller in its discretion, proposes to make such adjustments (it being agreed that in the event that, after commencement of the Superior Proposal Notice Period, there is any action described material revision to the terms of a Superior Proposal, including, any revision in this clause (i) being referred price, the Superior Proposal Notice Period shall be extended, if applicable, to as a “Change of Recommendation”) or (ii) approve or recommend, or propose ensure that at least three Business Days remains in the Superior Proposal Notice Period subsequent to approve or recommend, or allow the time the Company or notifies Seller of any such material revision (it being understood that there may be multiple extensions)) and (iv) a majority of its affiliates to execute or enter intothe entire Board of Directors of Seller shall have resolved, any letter after taking into account the results of intentsuch discussions and proposals by Buyer, memorandum of understandingif any, agreement in principle, merger agreement, acquisition agreement, option agreement, joint venture agreement, partnership agreement or other similar agreement constituting or related to, any that the Competing Proposal (other than an Acceptable Confidentiality Agreement referred to in Section 6.6(b)) (each of the documents referred to in this clause (ii) shall be an “Acquisition Agreement”)remains a Superior Proposal. (d) Notwithstanding the provisions of limitations set forth in Section 6.6(c6.4(a), if at any time prior to obtaining the Requisite Stockholder Approval, the board of directors a majority of the Company entire Board of Directors of Seller has concluded in good faith (after consultation with the CompanySeller’s outside legal and financial advisors and after complying with and giving effect to all proposed adjustments to this Agreement offered by Buyer pursuant to this Section 6.6(d)) (i)(x) in response to that a bona fide written Competing Proposal that was unsolicited, that such proposal is constitutes a Superior Proposal, and (y) that Seller has otherwise complied with its obligations pursuant to this Section 6.4, then the failure Board of the board Directors of directors Seller may cause Seller or any of the Company to change, qualify, withhold or withdraw the Company Recommendation would be inconsistent with the directors’ exercise of their fiduciary duties to the Company’s stockholders under applicable Law, or (ii) in the absence of a Competing Proposal, the failure of the board of directors of the Company to take such action would be inconsistent with the directors’ exercise of their fiduciary duties to the Company’s stockholders under applicable Law, the board of directors of the Company may, subject to complying with Section 8.2(a), (1) change, qualify, withhold or withdraw the Company Recommendation and/or (2) in the case of clause (i) of this sentence, terminate this Agreement its Subsidiaries to enter into a binding written agreement with respect to such Superior Proposal and terminate this Agreement in accordance with Section 8.1(g10.1(e); provided, that the Company shall not terminate this Agreement pursuant to the foregoing clause (2) and any purported termination pursuant to the foregoing clause (2) shall be void and of no force or effect unless, in advance of or concurrently with such termination, the Company (X) pays the Company Termination Fee, as required by Section 8.2, and (Y) simultaneously with such termination enters into an Acquisition Agreement with respect to a Competing Proposal and terminates this Agreement pursuant to Section 8.1(g); provided, further that prior to taking any of the actions described in clauses (i) and (ii) of this sentence, the Company shall have given Buyer at least three (3) business days’ written notice (it being understood and agreed that any material amendment to the amount or form of consideration of the Superior Proposal shall require a new notice and a new three (3) business day period) of the material terms of the Superior Proposal and the Company’s intention to accept such Superior Proposal, and the Company shall, during such three (3) business day period, negotiate in good faith with Buyer to make such adjustments to the Merger Consideration and other terms and conditions of this Agreement such that such Competing Proposal would no longer constitute a Superior Proposal. The board of directors of the Company shall promptly consider in good faith (in consultation with its outside legal counsel and financial advisors) any proposed alteration of the terms of this Agreement or the Merger proposed by Buyer in response to any Competing Proposal. (e) In addition to the obligations of the Company set forth in Section 6.6(a), (b) and (c), the Company shall promptly (but in any event within 24 hours of receipt) notify Buyer of any (i) Competing Proposal, (ii) the material terms and conditions of any such Competing Proposal (including any material changes thereto), and (iii) the identity of the person making any such Competing Proposal. The Company shall promptly provide to Buyer any non-public information concerning the Company provided to any other person in connection with any Competing Proposal that was not previously provided to Buyer and any such non-public information shall be held by Buyer subject to the terms of the Confidentiality Agreement. (f) Nothing contained in this Section 6.6 Agreement shall prohibit the Company Seller or the board Board of directors Directors of the Company Seller from (i) disclosing to the Company’s its stockholders a position contemplated by Rules 14d-9 and 14e-2(a) promulgated under the Exchange Act or (ii) making any disclosure to its stockholders if the board Board of directors Directors of the Company Seller has reasonably determined in good faith, after consultation with outside legal counsel, that the failure to do so would be inconsistent with any a violation of its fiduciary duties under applicable Law. The ; provided, that disclosures under this Section 6.6(f6.4(e) shall not be a basis, in themselves, for Buyer to terminate this Agreement pursuant to Section 8.1(f) so long as any such disclosure rejects any Competing Proposal the Board of Directors of Seller expressly, and without qualification, reaffirms the Company Seller Recommendation. (gf) As used Seller agrees that it will promptly (and in this Agreementany event within 48 hours of receipt) notify Buyer if any proposals, “offers or requests for nonpublic information or access to the properties, books or records of any member of the Company Group with respect to a Competing Proposal” shall mean any proposal or offer from any third party (other than a proposal or offer Proposal are received by Buyer it or any of its subsidiaries) relating torepresentatives and shall indicate, or any inquiry that would reasonably be expected to lead to (i) a mergerin connection with such notice, consolidation, recapitalization, liquidation, dissolution, joint venture, binding share exchange, business combination or similar transaction involving the Company or any name of its significant subsidiaries pursuant to which any person or such Person and the stockholders material terms and conditions of any person would own twenty-five percent proposals or offers (25%) or more including, if applicable, copies of any class of equity securities written requests, proposals or offers, including proposed agreements) and thereafter Seller shall keep Buyer informed, on a reasonably prompt basis, of the Company or any of its significant subsidiaries or status and terms of any resulting parent company of such proposals or offers (including any amendments thereto) and the Company; or (ii) any direct or indirect acquisition or purchase by any person, in one transaction or a series of transactions, that would constitute twenty-five percent (25%) or more of the revenues, net income or assets of the Company and its subsidiaries, taken as a whole (but exclusive of CPEX), or twenty-five percent (25%) or more status of any class of equity securities of the Company such discussions or any of its significant subsidiariesnegotiations.

No Solicitation of Competing Proposal. (a) From and after the date of this Agreement until the earlier of the Effective Time or Closing and the date, if any, on which this Agreement is terminated pursuant to Section 8.1, and except as otherwise provided for in this Agreement (including the other subsections of this Section 6.6)7.1, the Company agrees that neither it shall not, nor shall it authorize or knowingly permit any of its RepresentativesSubsidiaries shall, and that it shall direct and use its reasonable best efforts to cause the Company Representatives not to, directly or indirectly, solicit, initiate or encourage any inquiries or proposals from, discuss or negotiate with, provide any non-public information to, or consider the merits of any of its subsidiariesunsolicited inquiries or proposals from, affiliates any Person (other than Purchaser or an Affiliate thereof) relating to any Acquisition Transaction or a potential Acquisition Transaction involving the Company or any Company Subsidiary. Notwithstanding the foregoing, the Company may provide information at the request of, or enter into negotiations with, a third party with respect to an Acquisition Transaction that was not directly or indirectly, after the date hereof, made, encouraged, facilitated, solicited, initiated or assisted by the Company, any Company Subsidiary or any of their respective Representatives todirectors, directly officers, employees, professional or indirectly: financial advisors, representatives, agents or Affiliates (i) solicit, initiate or knowingly facilitate or encourage (including by way of providing material nonpublic informationan “Unsolicited Company Proposal”), or agree tobut only to the extent that the Board of Directors of the Company determines, approve or endorsein good faith, any Competing Proposalthat the exercise of its fiduciary duties to the Company’s shareholders under applicable law, (ii) enter intoas advised by its counsel, continue or otherwise participate requires it to take such action, and provided that the Company may not, in any negotiations regardingevent, provide to such third party any information which it has not provided to Purchaser. The Company shall promptly notify Purchaser orally, confirmed in writing, in the event it receives any such inquiry or furnish proposal and shall provide reasonable detail of all relevant facts relating to such inquiries. Without limiting the foregoing, it is understood that any person violation of the foregoing restrictions by any material nonpublic information with respect to, any Competing Proposal, (iii) enter into, continue or otherwise engage in discussions with any person with respect to, any Competing Proposal, (iv) approve or recommend any Competing Proposal, (v) enter into any letter Subsidiary of intent or similar document the Company or any agreement or commitment Company Representative shall be deemed to be a breach of this Section 5.6 by the Company. (xb) facilitate or consummate any Competing Proposal, (y) approve or endorse any Competing Proposal, (z) Except as provided in connection with any Competing Proposal, require it to abandon, terminate or fail to consummate the Merger, (vi) amend or grant any waiver or release or approve any transaction or redeem any Company Rights under Section 5.6 of the Company Rights AgreementDisclosure Schedule, except in connection with the transactions contemplated by this Agreement, or (vii) resolve, propose or agree to take any of the actions prohibited by clauses (i) through (vi) of this sentence. The Company shall, and shall cause each of its RepresentativesSubsidiaries to, subsidiaries, affiliates and their respective shall direct and use its reasonable best efforts to cause each of the Company Representatives to, immediately cease and cause to be terminated all any existing solicitations, discussions or negotiations with respect to any person conducted heretofore by the Company, any of its subsidiaries or affiliates or their respective Representatives Person with respect to any Competing Proposal, and shall demand a potential Acquisition Transaction. (c) Notwithstanding the return or destruction of any information previously provided with respect to such activities, discussions or negotiations, subject to the restrictions limitations set forth in any applicable confidentiality agreements. Notwithstanding anything to Section 5.6(a) and (b), if after the contrary contained herein, date of this Agreement the Company shall be permitted to terminate, amend, modify, waive receives an Unsolicited Company Proposal which did not result from or fail to enforce any provision arise in connection with a breach of any “standstill” Section 5.6(a) or similar obligation (b) and which: (i) constitutes a Superior Proposal (as defined below); or (ii) which the Board of any person in order that such person may submit a Competing Proposal if the board of directors Directors of the Company determines in good faith faith, after consultation with the Company’s outside legal and financial advisors that failure to take such action would be inconsistent with the directors’ exercise of their fiduciary duties to the Company’s stockholders under applicable Law. (b) Notwithstanding the limitations set forth in Section 6.6(a)advisors, if the Company receives a bona fide written Competing Proposal that the board of directors of the Company determines in good faith after consultation with the Company’s outside legal and financial advisors (i) constitutes a Superior Proposal or (ii) could reasonably be expected to result result, after the taking of any of the actions referred to in either of clause (x) or (y) below, in a Superior Proposal, the Company may, if its board of directors determines in good faith after consultation with the Company’s outside legal and financial advisors that failure to take such action would be inconsistent with its fiduciary duties under applicable Law, and subject to compliance with Section 6.6(e), may take the following actions: (x) furnish nonpublic information with respect to the Company and its subsidiaries Subsidiaries to the third party making such Competing Proposal Unsolicited Company Proposal, if, and only if, prior to so furnishing such information, the Company and such third party enter into a confidentiality agreement and (y) engage in discussions or negotiations with the third party with respect to the Competing Unsolicited Company Proposal; provided, however, that as promptly as reasonably practicable following the Company taking such actions as described in each case if, and only if, clauses (Ax) all such information has previously been provided to Buyer or is provided to Buyer prior to or substantially concurrent with the time it is provided to such third party and (By) prior theretoabove, the Company and shall provide written notice to Purchaser of such third party enter into a confidentiality and standstill with such person that contains confidentiality and standstill provisions that are no less favorable in Superior Proposal or the aggregate to determination of the Board of Directors of the Company than those contained as provided for in the Confidentiality Agreement clause (an “Acceptable Confidentiality Agreement”)ii) above, as applicable. (cd) Except as set forth in Section 6.6(d), neither Neither the board Board of directors Directors of the Company nor any committee thereof shall (i)(A) changewithdraw, qualify, withhold qualify or withdrawmodify the Company Recommendation in a manner adverse to Purchaser, or publicly propose to changedo so, qualify, withhold or withdraw take any other action or make any other public statement in connection with the Company Shareholders Meeting or otherwise which is inconsistent with the Company Recommendation or (B) recommend, adopt or approve, or propose publicly to recommend, adopt or approve, any Competing Proposal (any action described in this clause (i) being referred to as of the foregoing, a “Change of in Recommendation”) or (ii) approve or recommend, recommend or publicly propose to approve or recommend, or allow any other Acquisition Transaction. Notwithstanding the Company or any of its affiliates to execute or enter into, any letter of intent, memorandum of understanding, agreement in principle, merger agreement, acquisition agreement, option agreement, joint venture agreement, partnership agreement or other similar agreement constituting or related to, any Competing Proposal (other than an Acceptable Confidentiality Agreement referred to foregoing and the limitations set forth in Section 6.6(b5.6(a) and (b)) (each , if, prior to receipt of the documents referred to in this clause (ii) shall be an “Acquisition Agreement”). (d) Notwithstanding the provisions of Section 6.6(c), if at any time prior to obtaining the Requisite Stockholder ApprovalShareholder Approvals, the board Board of directors Directors of the Company has concluded determines in good faith (faith, after consultation with the Company’s outside legal and financial advisors and after complying with and giving effect to all proposed adjustments to this Agreement offered by Buyer pursuant to this Section 6.6(d)) (i)(x) in response to a bona fide written Competing Proposal that was unsolicitedadvisors, that such proposal is a Superior Proposalfailure to so withdraw, and (y) that the failure of the board of directors of the Company to change, qualify, withhold qualify or withdraw modify the Company Recommendation would be inconsistent with reasonably likely to constitute a breach by the directors’ exercise Board of their fiduciary duties to the Company’s stockholders under applicable Law, or (ii) in the absence of a Competing Proposal, the failure of the board of directors Directors of the Company to take such action would be inconsistent with the directors’ exercise of their its fiduciary duties to the Company’s stockholders under applicable Law, the board Board of directors Directors of the Company may effect a Change in Recommendation; provided, however, that if such Change in Recommendation is the result of a Superior Proposal, the Company shall have first: (i) provided five Business Days’ prior written notice (such notice, a “Notice of Superior Proposal”) to Purchaser that it is prepared to effect a Change in Recommendation in response to a Superior Proposal and specifying the reasons therefor, including the terms and conditions of the Superior Proposal that is the basis of the proposed Change in Recommendation, and the identity of the Person making the proposal; (ii) provided to Purchaser all non-public information delivered or made available to the Person making any Superior Proposal in connection with such Superior Proposal that was not previously delivered or made available to Purchaser; (iii) provided to Purchaser copies of documents relating the Superior Proposal provided to the Company by the Person making the proposal, including the letter or other document containing such person’s proposal and the terms and conditions thererof; and (iv) during such five Business Day period, if requested by Purchaser, engaged in, and caused its financial and legal advisors to engage in, good faith negotiations with Purchaser to amend this Agreement. (e) Notwithstanding the limitations set forth in Section 5.6(a) and (b), if the Board of Directors of the Company has effected a Change in Recommendation in compliance with the requirements of Section 5.6(d), then the Board of Directors of the Company may, subject prior to complying the date on which the condition set forth in Section 6.1(j) is satisfied and concurrently with Section 8.2(a)such Change in Recommendation, (1) change, qualify, withhold or withdraw cause the Company Recommendation and/or (2) in the case of clause (i) of this sentence, terminate this Agreement to enter into a binding written agreement with respect to such Superior Proposal and terminate this Agreement in accordance with Section 8.1(g7.1(g); provided, however, that the Company shall not terminate this Agreement pursuant to the foregoing clause (2) this Section 5.6(e), and any purported termination pursuant to the foregoing clause (2this Section 5.6(e) shall be void and of no force or effect unlesseffect, in advance of unless prior to or concurrently with such termination, termination the Company (X) pays the Company Termination Fee, as required by Section 8.2, and (Y) simultaneously with such termination enters into an Acquisition Agreement with respect to a Competing Proposal and terminates this Agreement Fee payable pursuant to Section 8.1(g7.2(c); provided, further that prior to taking any of the actions described in clauses (i) and (ii) of this sentence, the Company shall have given Buyer at least three (3) business days’ written notice (it being understood and agreed that any material amendment to the amount or form of consideration of the Superior Proposal shall require a new notice and a new three (3) business day period) of the material terms of the Superior Proposal and the Company’s intention to accept such Superior Proposal, and the Company shall, during such three (3) business day period, negotiate in good faith with Buyer to make such adjustments to the Merger Consideration and other terms and conditions of this Agreement such that such Competing Proposal would no longer constitute a Superior Proposal. The board of directors of the Company shall promptly consider in good faith (in consultation with its outside legal counsel and financial advisors) any proposed alteration of the terms of this Agreement or the Merger proposed by Buyer in response to any Competing Proposal. (e) In addition to the obligations of the Company set forth in Section 6.6(a), (b) and (c), the Company shall promptly (but in any event within 24 hours of receipt) notify Buyer of any (i) Competing Proposal, (ii) the material terms and conditions of any such Competing Proposal (including any material changes thereto), and (iii) the identity of the person making any such Competing Proposal. The Company shall promptly provide to Buyer any non-public information concerning the Company provided to any other person in connection with any Competing Proposal that was not previously provided to Buyer and any such non-public information shall be held by Buyer subject to the terms of the Confidentiality Agreement. (f) Nothing contained in this Section 6.6 shall prohibit the Company or the board of directors of the Company from (i) disclosing to the Company’s stockholders a position contemplated by Rules 14d-9 and 14e-2(a) promulgated under the Exchange Act or (ii) making any disclosure to its stockholders if the board of directors of the Company has reasonably determined in good faith, after consultation with outside legal counsel, that the failure to do so would be inconsistent with any applicable Law. The disclosures under this Section 6.6(f) shall not be a basis, in themselves, for Buyer to terminate this Agreement pursuant to Section 8.1(f) so long as any such disclosure rejects any Competing Proposal and reaffirms the Company Recommendation. (g) As used in this Agreement, “Competing ProposalAcquisition Transaction” shall mean any proposal or offer from any third party (other than a proposal or offer by Buyer or any of its subsidiaries) relating to, or any inquiry that would reasonably be expected to lead to mean: (i) a merger, reorganization, share exchange, consolidation, business combination, recapitalization, dissolution, liquidation, dissolution, joint venture, binding share exchange, business combination or similar transaction involving the Company or any of its significant subsidiaries pursuant to which Significant Subsidiaries; (ii) the issuance by the Company or any person or the stockholders of any person would own twenty-five percent (25%) its Significant Subsidiaries of securities representing 20% or more of its outstanding voting securities (including upon the conversion, exercise or exchange of securities convertible into or exercisable or exchangeable for such voting securities); or (iii) the acquisition in any class manner, directly or indirectly, of equity (x) 20% or more of the outstanding voting securities of the Company or any of its significant subsidiaries Significant Subsidiaries (including through the acquisition of securities convertible into or of any resulting parent company of the Company; exercisable or exchangeable for such voting securities), (iiy) any direct or indirect acquisition or purchase by any person, in one transaction or a series of transactions, that would constitute twenty-five percent (25%) 20% or more of the revenues, net income or consolidated total assets of the Company and its subsidiariesSubsidiaries, taken as a whole or (but exclusive of CPEX), z) one or twenty-five percent (25%) more businesses or divisions that constitute 20% or more of any class of equity securities the revenues or net income of the Company or any of and its significant subsidiariesSubsidiaries, taken as a whole.

No Solicitation of Competing Proposal. (a) From and after the date of this Agreement until the earlier of the Effective Time or Closing and the date, if any, on which this Agreement is terminated pursuant to Section 8.1, and except as otherwise provided for in this Agreement (including the other subsections of this Section 6.6)7.1, the Company agrees that, except as provided in Section 5.7 of the Company Disclosure Schedule, neither it nor any of its Subsidiaries shall, and that it shall not, nor shall it authorize or knowingly permit any of direct and use its Representatives, or any of its subsidiaries, affiliates or any of their respective reasonable best efforts to cause the Company Representatives not to, directly or indirectly: (i) solicit, initiate or knowingly facilitate or encourage (including by way of providing material nonpublic information)) any inquiries, proposals or offers with respect to, or agree tothe making or completion of, approve or endorse, any a Competing Proposal, (ii) enter into, continue engage or otherwise participate in any negotiations regarding, or furnish or cause to be furnished to any person Person any material nonpublic information relating to the Company or any of its Subsidiaries in connection with, or have any discussions with respect any Person relating to, an actual or proposed Competing Proposal, or otherwise knowingly encourage or facilitate any effort or attempt to make or implement any Competing Proposal, (iii) enter into, continue or otherwise engage in discussions with any person Person with respect to, to any Competing Proposal, (iv) approve approve, endorse or recommend or propose publicly to approve, endorse or recommend any Competing Proposal, (v) approve, endorse or recommend, or publicly announce an intention to approve, endorse or recommend, or enter into into, any letter of intent or similar document or any agreement or commitment providing for or relating to (x) facilitate or consummate any Competing Proposal, (y) approve Proposal or endorse any Competing Proposal, (z) in connection with any Competing Proposal, require it requiring the Company to abandon, terminate or fail to consummate the Mergertransactions contemplated hereby or breach its obligations hereunder, or (vi) amend amend, terminate, waive or fail to enforce, or grant any waiver consent under, any confidentiality, standstill or release similar agreement with a third party. Without limiting the foregoing, it is understood that any violation of the foregoing restrictions by any Subsidiary of the Company or approve any transaction or redeem any Company Rights under Representative shall be deemed to be a breach of this Section 5.7 by the Company. (b) Except as provided in Section 5.7 of the Company Rights AgreementDisclosure Schedule, except in connection with the transactions contemplated by this Agreement, or (vii) resolve, propose or agree to take any of the actions prohibited by clauses (i) through (vi) of this sentence. The Company shall, and shall cause each of its RepresentativesSubsidiaries to, subsidiaries, affiliates and their respective shall direct and use its reasonable best efforts to cause each of the Company Representatives to, immediately cease and cause to be terminated all any existing solicitations, discussions or negotiations with respect to any person conducted heretofore by the Company, any of its subsidiaries or affiliates or their respective Representatives Person with respect to any a Competing Proposal, and shall demand the return or destruction of any information previously provided with respect to such activities, discussions or negotiations, subject to the restrictions set forth in any applicable confidentiality agreements. Notwithstanding anything to the contrary contained herein, the Company shall be permitted to terminate, amend, modify, waive or fail to enforce any provision of any “standstill” or similar obligation of any person in order that such person may submit a Competing Proposal if the board of directors of the Company determines in good faith after consultation with the Company’s outside legal and financial advisors that failure to take such action would be inconsistent with the directors’ exercise of their fiduciary duties to the Company’s stockholders under applicable Law. (bc) Notwithstanding the limitations set forth in Section 6.6(a5.7(a) and (b), if after the date of this Agreement the Company receives a bona fide written an unsolicited Competing Proposal that the board which did not result from or arise in connection with a breach of directors of the Company determines in good faith after consultation with the Company’s outside legal Sections 5.7(a) or 5.7(b), and financial advisors which (i) constitutes a Superior Proposal or (ii) could reasonably be expected to result in a Superior Proposal, which the Board of Directors of the Company may, if its board of directors determines in good faith faith, after consultation with the Company’s outside legal and financial advisors that failure advisors, could reasonably be expected to take such action would be inconsistent with its fiduciary duties under applicable Lawresult, and subject after the taking of any of the actions referred to compliance with Section 6.6(e)in either of clause (x) or (y) below, in a Superior Proposal, the Company may take the following actions: (x) furnish furnishing nonpublic information with respect to the Company and its subsidiaries Subsidiaries to the third party making such Competing Proposal Proposal, if, and only if, prior to so furnishing such information, the Company and such third party enter into a confidentiality agreement that is no less restrictive of and no more favorable to such third party than the terms of the confidentiality agreement, dated January 23, 2007, between the Company and Bear Stxxxxx Xerchant Manager III, L.P. are to Bear Stxxxxx Xerchant Manager III, L.P. and (y) engage engaging in discussions or negotiations with the third party with respect to the Competing Proposal; provided, however, that as promptly as reasonably practicable following the Company taking such actions as described in each case ifclauses (x) or (y) above, the Company shall provide written notice to the Purchaser of such Superior Proposal or the determination of the Board of Directors of the Company as provided for in clause (ii) above, as applicable, and only if, (A) all the Company shall promptly provide to the Purchaser an executed copy of such confidentiality agreement and provide or make available to the Purchaser any non-public information has previously been provided to Buyer concerning the Company or any of its Subsidiaries that is provided to Buyer prior to the Person making such Competing Proposal or substantially concurrent with the time it is its representatives which was not previously provided to such third party and (B) prior thereto, the Company and such third party enter into a confidentiality and standstill with such person that contains confidentiality and standstill provisions that are no less favorable in the aggregate or made available to the Company than those contained in the Confidentiality Agreement (an “Acceptable Confidentiality Agreement”)Purchaser. (cd) Except as set forth in Section 6.6(d), neither Neither the board Board of directors Directors of the Company nor any committee thereof shall (i)(A) changewithdraw, qualify, withhold qualify or withdrawmodify the Company Recommendation in a manner adverse to the Purchaser, or publicly propose to changedo so, qualify, withhold or withdraw take any other action or make any other public statement in connection with the Company Shareholders Meeting or otherwise which is inconsistent with the Company Recommendation or (B) recommend, adopt or approve, or propose publicly to recommend, adopt or approve, any Competing Proposal (any action described in this clause (i) being referred to as of the foregoing, a “Change of in Recommendation”) or (ii) approve or recommend, recommend or publicly propose to approve or recommend, or allow the Company or any of its affiliates to execute or enter into, any letter of intent, memorandum of understanding, agreement in principle, merger agreement, acquisition agreement, option agreement, joint venture agreement, partnership agreement or other similar agreement constituting or related to, any Competing Proposal (other than an Acceptable Confidentiality Agreement referred to Proposal. Notwithstanding the foregoing and the limitations set forth in Section 6.6(b5.7(a) and (b)) (each , if, prior to receipt of the documents referred to in this clause (ii) shall be an “Acquisition Agreement”). (d) Notwithstanding the provisions of Section 6.6(c), if at any time prior to obtaining the Requisite Stockholder ApprovalShareholder Approvals, the board Board of directors Directors of the Company has concluded determines in good faith (faith, after consultation with the Company’s outside legal and financial advisors and after complying with and giving effect to all proposed adjustments to this Agreement offered by Buyer pursuant to this Section 6.6(d)) (i)(x) in response to a bona fide written Competing Proposal that was unsolicitedadvisors, that such proposal is a Superior Proposalfailure to so withdraw, and (y) that the failure of the board of directors of the Company to change, qualify, withhold qualify or withdraw modify the Company Recommendation would be inconsistent with reasonably likely to constitute a breach by the directors’ exercise Board of their fiduciary duties to the Company’s stockholders under applicable Law, or (ii) in the absence of a Competing Proposal, the failure of the board of directors Directors of the Company to take such action would be inconsistent with the directors’ exercise of their its fiduciary duties to the Company’s stockholders under applicable Law, the board Board of directors Directors of the Company may effect a Change in Recommendation; provided, however, that if such Change in Recommendation is the result of a Superior Proposal, (A) the Company shall have first (i) provided five Business Days’ prior written notice (such notice, a “Notice of Superior Proposal”) to the Purchaser that it is prepared to effect a Change in Recommendation in response to a Superior Proposal and specifying the reasons therefor, including the terms and conditions of the Superior Proposal that is the basis of the proposed Change in Recommendation, and the identity of the Person making the proposal (it being understood and agreed that any amendment to the financial terms or any material amendment to any other material term of any such Superior Proposal shall require a new Notice of Superior Proposal and a new five Business Day period), (ii) provided to the Purchaser all non-public information delivered or made available to the Person making any Superior Proposal in connection with such Superior Proposal that was not previously delivered or made available to the Purchaser and (iii) during such five Business Day period, if requested by the Purchaser, engaged in, and caused its financial and legal advisors to engage in, good faith negotiations with the Purchaser to amend this Agreement in such a manner that any Competing Proposal which was determined to be a Superior Proposal no longer is a Superior Proposal and (B) at the end of such five Business Day period, such Competing Proposal has not been withdrawn and continues to constitute a Superior Proposal (taking into account any changes to the terms of this Agreement proposed by the Purchaser following a Notice of Superior Proposal, as a result of the negotiations contemplated by clause (iii) or otherwise). (e) Except as provided in Section 5.7 of the Company Disclosure Schedule, the Company promptly (and in any event within 24 hours) shall advise the Purchaser orally and in writing of the receipt of (i) any Competing Proposal or indication or inquiry with respect to or that could reasonably be expected to lead to any Competing Proposal, (ii) any request for non-public information relating to the Company or its Subsidiaries, other than requests for information that could not reasonably be expected to relate to or result in a Competing Proposal, and (iii) any inquiry or request for discussions or negotiations regarding a Competing Proposal, including in each case the identity of the Person making any such Competing Proposal or indication, inquiry or request and the material terms of any such Competing Proposal or indication, inquiry or request (including copies of any document or correspondence evidencing such Competing Proposal or indication, inquiry or request). The Company shall keep the Purchaser informed on a reasonably current basis of any material change to the terms of any such Competing Proposal or indication, inquiry or request. (f) Notwithstanding the limitations set forth in Section 5.7(a) and (b), if the Board of Directors of the Company has effected a Change in Recommendation in compliance with the requirements of Section 5.7(d), then the Board of Directors of the Company may, subject prior to complying the later of June 12, 2007 and the date on which the condition set forth in Section 6.1(j) is satisfied and concurrently with Section 8.2(a)such Change in Recommendation, (1) change, qualify, withhold or withdraw cause the Company Recommendation and/or (2) in the case of clause (i) of this sentence, terminate this Agreement to enter into a binding written agreement with respect to such Superior Proposal and terminate this Agreement in accordance with Section 8.1(g7.1(i); provided, however, that the Company shall not terminate this Agreement pursuant to the foregoing clause (2) this Section 5.7(f), and any purported termination pursuant to the foregoing clause (2this Section 5.7(f) shall be void and of no force or effect unlesseffect, in advance of unless prior to or concurrently with such termination, termination the Company (X) pays the Company Termination Fee, as required by Section 8.2, and (Y) simultaneously with such termination enters into an Acquisition Agreement with respect to a Competing Proposal and terminates this Agreement Fee payable pursuant to Section 8.1(g7.2(c); provided, further that prior to taking any of the actions described in clauses (i) and (ii) of this sentence, the Company shall have given Buyer at least three (3) business days’ written notice (it being understood and agreed that any material amendment to the amount or form of consideration of the Superior Proposal shall require a new notice and a new three (3) business day period) of the material terms of the Superior Proposal and the Company’s intention to accept such Superior Proposal, and the Company shall, during such three (3) business day period, negotiate in good faith with Buyer to make such adjustments to the Merger Consideration and other terms and conditions of this Agreement such that such Competing Proposal would no longer constitute a Superior Proposal. The board of directors of the Company shall promptly consider in good faith (in consultation with its outside legal counsel and financial advisors) any proposed alteration of the terms of this Agreement or the Merger proposed by Buyer in response to any Competing Proposal. (e) In addition to the obligations of the Company set forth in Section 6.6(a), (b) and (c), the Company shall promptly (but in any event within 24 hours of receipt) notify Buyer of any (i) Competing Proposal, (ii) the material terms and conditions of any such Competing Proposal (including any material changes thereto), and (iii) the identity of the person making any such Competing Proposal. The Company shall promptly provide to Buyer any non-public information concerning the Company provided to any other person in connection with any Competing Proposal that was not previously provided to Buyer and any such non-public information shall be held by Buyer subject to the terms of the Confidentiality Agreement. (fg) Nothing contained in this Section 6.6 Agreement shall prohibit the Company or the board Board of directors Directors of the Company from (i) disclosing to the Company’s stockholders shareholders a position contemplated by Rules 14d-9 and 14e-2(a) promulgated under the Exchange Act Act; (or (ii) making any similar communication to shareholders); provided that any disclosure other than a “stop-look-and-listen” communication to its stockholders if the board of directors shareholders of the Company has reasonably determined in good faith, after consultation with outside legal counsel, that pursuant to Rule 14d-9(f) promulgated under the failure Exchange Act shall be deemed to do so would be inconsistent with any applicable Law. The disclosures under this Section 6.6(f) shall not be a basis, Change in themselves, for Buyer to terminate this Agreement pursuant to Section 8.1(f) so long as any such disclosure Recommendation unless the Board of Directors of the Company expressly rejects any the applicable Competing Proposal and expressly reaffirms the Company RecommendationRecommendation contemporaneously with such disclosure. (gh) As used in this Agreement, “Competing Proposal” shall mean any inquiry, proposal or offer from any third party (Person other than a proposal or offer by Buyer the Purchaser or any of its subsidiaries) relating toSubsidiaries involving, in a single transaction or any inquiry that would reasonably be expected to lead to a series of transactions, (i) a merger, reorganization, share exchange, consolidation, business combination, recapitalization, dissolution, liquidation, dissolution, joint venture, binding share exchange, business combination or similar transaction involving the Company or any of its significant subsidiaries pursuant to which Significant Subsidiaries, (ii) the issuance by the Company or any person or the stockholders of any person would own twenty-five percent (25%) its Significant Subsidiaries of securities representing 20% or more of its outstanding voting securities (including upon the conversion, exercise or exchange of securities convertible into or exercisable or exchangeable for such voting securities) or (iii) the acquisition in any class manner, directly or indirectly, of equity (x) 20% or more of the outstanding voting securities of the Company or any of its significant subsidiaries Significant Subsidiaries (including through the acquisition of securities convertible into or of any resulting parent company of the Company; exercisable or exchangeable for such voting securities), (iiy) any direct or indirect acquisition or purchase by any person, in one transaction or a series of transactions, that would constitute twenty-five percent (25%) 20% or more of the revenues, net income or consolidated total assets of the Company and its subsidiariesSubsidiaries, taken as a whole or (but exclusive of CPEX), z) one or twenty-five percent (25%) more businesses or divisions that constitute 20% or more of any class of equity securities the revenues or net income of the Company or any of and its significant subsidiariesSubsidiaries, taken as a whole.

No Solicitation of Competing Proposal. (a) From and after the date of this Agreement until the earlier of the Effective Time Closings or the date, if any, on which this Agreement is terminated pursuant to Section 8.111.1, and except as otherwise provided for in this Agreement (including the other subsections Agreement, AMC agrees that neither it nor any of this Section 6.6)its Subsidiaries shall, the Company agrees and that it shall not, nor shall it authorize or knowingly permit any of use its Representatives, or any of commercially reasonable efforts to cause its subsidiaries, affiliates or any of and their respective Representatives not to, directly or indirectly: (i) solicit, initiate or knowingly facilitate or encourage (including by way of providing material nonpublic information), or agree to, approve or endorse, any Competing Proposal, (ii) enter into, continue or otherwise participate in any negotiations regarding, or furnish to any person Person any material nonpublic information with respect to, any Competing Proposal, (iii) enter into, continue or otherwise engage in discussions with any person Person with respect to, to any Competing Proposal, (iv) approve or recommend any Competing Proposal, Proposal or (v) enter into any letter of intent or similar document or any agreement or commitment to (x) facilitate or consummate any Competing Proposal, (y) approve or endorse any Competing Proposal, (z) in connection with any Competing Proposal, require it to abandon, terminate or fail to consummate the Merger, (vi) amend or grant any waiver or release or approve any transaction or redeem any Company Rights under the Company Rights Agreement, except in connection with the transactions contemplated by this Agreement, or (vii) resolve, propose or agree to take any of the actions prohibited by clauses (i) through (vi) of this sentence. The Company shall, and shall cause its Representatives, subsidiaries, affiliates and their respective Representatives to, immediately cease and cause to be terminated all existing solicitations, discussions or negotiations with respect to any person conducted heretofore by the Company, any of its subsidiaries or affiliates or their respective Representatives with respect to any Competing Proposal, and shall demand the return or destruction of any information previously provided with respect to such activities, discussions or negotiations, subject to the restrictions set forth in any applicable confidentiality agreements. Notwithstanding anything to the contrary contained herein, the Company shall be permitted to terminate, amend, modify, waive or fail to enforce any provision of any “standstill” or similar obligation of any person in order that such person may submit a Competing Proposal if the board of directors of the Company determines in good faith after consultation with the Company’s outside legal and financial advisors that failure to take such action would be inconsistent with the directors’ exercise of their fiduciary duties to the Company’s stockholders under applicable Law. (b) Notwithstanding the limitations set forth in Section 6.6(a), if the Company receives a bona fide written Competing Proposal that the board of directors of the Company determines in good faith after consultation with the Company’s outside legal and financial advisors (i) constitutes a Superior Proposal or (ii) could reasonably be expected to result in a Superior Proposal, the Company may, if its board of directors determines in good faith after consultation with the Company’s outside legal and financial advisors that failure to take such action would be inconsistent with its fiduciary duties under applicable Law, and subject to compliance with Section 6.6(e), take the following actions: (x) furnish nonpublic information with respect to the Company and its subsidiaries to the third party making such Competing Proposal and (y) engage in discussions or negotiations with the third party with respect to the Competing Proposal, in each case if, and only if, (A) all such information has previously been provided to Buyer or is provided to Buyer prior to or substantially concurrent with the time it is provided to such third party and (B) prior thereto, the Company and such third party enter into a confidentiality and standstill with such person that contains confidentiality and standstill provisions that are no less favorable in the aggregate to the Company than those contained in the Confidentiality Agreement (an “Acceptable Confidentiality Agreement”). (c) Except as set forth in Section 6.6(d), neither the board of directors of the Company nor any committee thereof shall (i)(A) change, qualify, withhold or withdraw, or publicly propose to change, qualify, withhold or withdraw the Company Recommendation or (B) recommend, adopt or approve, or propose publicly to recommend, adopt or approve, any Competing Proposal (any action described in this clause (i) being referred to as a “Change of Recommendation”) or (ii) approve or recommend, or propose to approve or recommend, or allow the Company or any of its affiliates to execute or enter into, any letter of intent, memorandum of understanding, agreement in principle, merger agreement, acquisition agreement, option agreement, joint venture agreement, partnership agreement or other similar agreement constituting or related to, any Competing Proposal (other than an Acceptable Confidentiality Agreement referred to in Section 6.6(b)) (each of the documents referred to in this clause (ii) shall be an “Acquisition Agreement”). (d) Notwithstanding the provisions of Section 6.6(c), if at any time prior to obtaining the Requisite Stockholder Approval, the board of directors of the Company has concluded in good faith (after consultation with the Company’s outside legal and financial advisors and after complying with and giving effect to all proposed adjustments to this Agreement offered by Buyer pursuant to this Section 6.6(d)) (i)(x) in response to a bona fide written Competing Proposal that was unsolicited, that such proposal is a Superior Proposal, and (y) that the failure of the board of directors of the Company to change, qualify, withhold or withdraw the Company Recommendation would be inconsistent with the directors’ exercise of their fiduciary duties to the Company’s stockholders under applicable Law, or (ii) in the absence of a Competing Proposal, the failure of the board of directors of the Company to take such action would be inconsistent with the directors’ exercise of their fiduciary duties to the Company’s stockholders under applicable Law, the board of directors of the Company may, subject to complying with Section 8.2(a), (1) change, qualify, withhold or withdraw the Company Recommendation and/or (2) in the case of clause (i) of this sentence, terminate this Agreement to enter into a binding written agreement with respect to such Superior Proposal in accordance with Section 8.1(g); provided, that the Company shall not terminate this Agreement pursuant to the foregoing clause (2) and any purported termination pursuant to the foregoing clause (2) shall be void and of no force or effect unless, in advance of or concurrently with such termination, the Company (X) pays the Company Termination Fee, as required by Section 8.2, and (Y) simultaneously with such termination enters into an Acquisition Agreement with respect to a Competing Proposal and terminates this Agreement pursuant to Section 8.1(g); provided, further that prior to taking any of the actions described in clauses (i) and (ii) of this sentence, the Company shall have given Buyer at least three (3) business days’ written notice (it being understood and agreed that any material amendment to the amount or form of consideration of the Superior Proposal shall require a new notice and a new three (3) business day period) of the material terms of the Superior Proposal and the Company’s intention to accept such Superior Proposal, and the Company shall, during such three (3) business day period, negotiate in good faith with Buyer to make such adjustments to the Merger Consideration and other terms and conditions of this Agreement such that such Competing Proposal would no longer constitute a Superior Proposal. The board of directors of the Company shall promptly consider in good faith (in consultation with its outside legal counsel and financial advisors) any proposed alteration of the terms of this Agreement or the Merger proposed by Buyer in response to providing for any Competing Proposal. (e) In addition to the obligations of the Company set forth in Section 6.6(a), (b) and (c), the Company shall promptly (but in any event within 24 hours of receipt) notify Buyer of any (i) Competing Proposal, (ii) the material terms and conditions of any such Competing Proposal (including any material changes thereto), and (iii) the identity of the person making any such Competing Proposal. The Company shall promptly provide to Buyer any non-public information concerning the Company provided to any other person in connection with any Competing Proposal that was not previously provided to Buyer and any such non-public information shall be held by Buyer subject to the terms of the Confidentiality Agreement. (f) Nothing contained in this Section 6.6 Agreement shall prohibit the Company AMC or the board of directors of the Company AMC from (i) disclosing to the CompanyAMC’s stockholders a position contemplated by Rules 14d-9 and 14e-2(a) promulgated under the Exchange Act or (ii) making any disclosure to its stockholders if the board of directors of the Company AMC has reasonably determined in good faith, after consultation with outside legal counsel, that the failure to do so would be inconsistent with any applicable Law. The disclosures under this Section 6.6(f) shall not be a basis, in themselves, for Buyer to terminate this Agreement pursuant to Section 8.1(f) so long as any such disclosure rejects any Competing Proposal and reaffirms the Company Recommendation. (gc) As used in this Agreement, “Competing Proposal” shall mean any bona fide proposal or offer from any third party (other than a proposal or offer by Buyer US Purchaser or any of its subsidiariesSubsidiaries) relating to, or any inquiry that would reasonably be expected to lead to for (i) a merger, reorganization, share exchange, consolidation, business combination, recapitalization, liquidation, dissolution, joint venture, binding share exchange, business combination liquidation or similar transaction involving the Company (A) AMC or any of its significant subsidiaries pursuant to which any person or the stockholders of any person would own twenty-five percent (25%B) one or more of any class of equity securities members of the Company Group whose assets, individually or any of its significant subsidiaries or of any resulting parent company of in the Company; or (ii) any direct or indirect acquisition or purchase by any personaggregate, in one transaction or a series of transactions, that would constitute twenty-five percent (25%) 20% or more of the revenues, net income or consolidated assets of the Company and its subsidiaries, taken Group as determined on a whole book-value basis; (but exclusive ii) the acquisition by any Person of CPEX), or twenty-five percent (25%) 20% or more of any class of equity securities the assets of the Company Group, as determined on a consolidated book-value basis; (iii) the acquisition by any Person other than AMC and its Subsidiaries, directly or indirectly, of all or any part of its significant subsidiariesthe Company Interest or (iv) any purchase, acquisition, tender offer or exchange offer that if consummated would result in any Person beneficially owning 20% or more of the AMC Common Stock or 20% or more of the voting power of the AMC Common Stock.

No Solicitation of Competing Proposal. (a) From Except as provided in this Section 4.11, from and after the date of this Agreement until the earlier of the Effective Time or Closing and the date, if any, on which this Agreement is terminated pursuant to Section 8.1, and except as otherwise provided for in this Agreement (including the other subsections of this Section 6.6)6.16, the Company agrees that it shall not, nor and that it shall it authorize or knowingly permit any of direct and use its Representativesreasonable best efforts to cause the Company's directors, or any of its subsidiariesofficers, affiliates or any of their respective Representatives employees, agents, consultants and advisors not to, directly or indirectly: (i) , solicit, initiate or knowingly facilitate initiate, or encourage (including by way of providing material nonpublic information)or facilitate any inquiries or proposals from, discuss or negotiate with, or agree to, approve or endorse, provide any Competing Proposal, (ii) enter into, continue or otherwise participate in any negotiations regarding, or furnish to any person any material nonpublic information with respect to, any Competing Proposal, (iii) enter into, continue person relating to any Acquisition Transaction or otherwise engage in discussions with any person with respect to, any Competing Proposal, (iv) approve or recommend any Competing Proposal, (v) enter into any letter of intent or similar document or any agreement or commitment to (x) facilitate or consummate any Competing Proposal, (y) approve or endorse any Competing Proposal, (z) in connection with any Competing Proposal, require it to abandon, terminate or fail to consummate the Merger, (vi) amend or grant any waiver or release or approve any transaction or redeem any Company Rights under a potential Acquisition Transaction involving the Company Rights Agreement, except in connection with the transactions contemplated by this Agreement, or (vii) resolve, propose or agree to take any of the actions prohibited by clauses (i) through (vi) of this sentence. The Company shall, and shall cause its Representatives, subsidiaries, affiliates and their respective Representatives to, immediately cease and cause to be terminated all existing solicitations, discussions or negotiations with respect to any person conducted heretofore by the Company, any of its subsidiaries or affiliates or their respective Representatives with respect to any Competing Proposal, and shall demand the return or destruction of any information previously provided with respect to such activities, discussions or negotiations, subject to the restrictions set forth in any applicable confidentiality agreements. Notwithstanding anything to the contrary contained herein, the Company shall be permitted to terminate, amend, modify, waive or fail to enforce any provision of any “standstill” or similar obligation of any person in order that such person may submit a Competing Proposal if the board of directors of the Company determines in good faith after consultation with the Company’s outside legal and financial advisors that failure to take such action would be inconsistent with the directors’ exercise of their fiduciary duties to the Company’s stockholders under applicable LawSubsidiary. (b) Notwithstanding the limitations set forth in Section 6.6(a4.11(a), if after the date of this Agreement and prior to the Closing, the Company receives an unsolicited proposal from any Person with respect to an Acquisition Transaction that was not directly or indirectly, after the date hereof, made, encouraged, facilitated, solicited initiated or assisted by the Company or its directors, officers, employees, agents consultants or advisors (an "Unsolicited Company Proposal") which did not result from or arise in connection with a bona fide written Competing Proposal that breach of Section 4.11(a) and which the board of directors (or any committee thereof) of the Company determines in good faith faith, after consultation with the Company’s 's outside legal and financial advisors advisors: (i) constitutes a Superior Proposal (as defined in Section 4.11(f)); or (ii) could reasonably be expected to result result, including after the taking of any of the actions referred to in either of clause (x) or (y) below, in a Superior Proposal, the Company may, if its board of directors determines in good faith after consultation with the Company’s outside legal and financial advisors that failure to take such action would be inconsistent with its fiduciary duties under applicable Law, and subject to compliance with Section 6.6(e), may take the following actionsactions after providing written notice to each Purchaser of such determination and the basis therefor: (x) furnish nonpublic information with respect to, and provide access to the properties, books and records of, the Company and its subsidiaries Subsidiaries to the third party Person (and its representatives) making such Competing Proposal Unsolicited Company Proposal, if, and only if, prior to so furnishing such information, the Company and such Person enter into a confidentiality agreement (a "Third Party Confidentiality Agreement") that is no less restrictive in any material respect regarding the confidentiality of the Company's and its Subsidiaries' information than the confidentiality agreements between the Company and the Purchasers and (y) engage in discussions or and negotiations with the third party Person (and its representatives) with respect to the Competing Unsolicited Company Proposal; provided, however, that the Company has complied in each case if, and only if, (A) all such information has previously been provided to Buyer or is provided to Buyer prior to or substantially concurrent material respects with the time it is provided requirements of Section 4.11(d) with respect to such third party and (B) prior thereto, the Unsolicited Company and Proposal or such third party enter into a confidentiality and standstill with such person that contains confidentiality and standstill provisions that are no less favorable in the aggregate to the Company than those contained in the Confidentiality Agreement (an “Acceptable Confidentiality Agreement”)Superior Proposal. (c) Except as Notwithstanding the limitations set forth in Section 6.6(d4.11(a), neither the board of directors of the Company nor any committee thereof shall (i)(A) changeif, qualify, withhold or withdraw, or publicly propose to change, qualify, withhold or withdraw the Company Recommendation or (B) recommend, adopt or approve, or propose publicly to recommend, adopt or approve, any Competing Proposal (any action described in this clause (i) being referred to as a “Change of Recommendation”) or (ii) approve or recommend, or propose to approve or recommend, or allow the Company or any of its affiliates to execute or enter into, any letter of intent, memorandum of understanding, agreement in principle, merger agreement, acquisition agreement, option agreement, joint venture agreement, partnership agreement or other similar agreement constituting or related to, any Competing Proposal (other than an Acceptable Confidentiality Agreement referred to in Section 6.6(b)) (each of the documents referred to in this clause (ii) shall be an “Acquisition Agreement”). (d) Notwithstanding the provisions of Section 6.6(c), if at any time prior to obtaining the Requisite Stockholder ApprovalClosing, the board of directors (or any committee thereof) of the Company has concluded determines in good faith (faith, after consultation with the Company’s 's outside legal and financial advisors advisors, that, due to the existence of a Superior Proposal or an Unsolicited Company Proposal which the Company's board of directors determines in good faith, after consultation with the Company's outside legal and financial advisors, could reasonably be expected to result, including after complying with and giving effect the taking of any of the actions referred to all proposed adjustments to this Agreement offered by Buyer pursuant to this in either of clause (x) or (y) of Section 6.6(d4.11(b)) (i)(x) , in response to a bona fide written Competing Proposal that was unsolicited, that such proposal is a Superior Proposal, and (y) that the failure of the board of directors of the Company to change, qualify, withhold or withdraw the Company Recommendation would be inconsistent with the directors’ exercise of their fiduciary duties to the Company’s stockholders under applicable Law, or (ii) in the absence of a Competing Proposal, the failure of the board of directors of the Company to take such action would be inconsistent with the directors’ exercise of their fiduciary duties to the Company’s stockholders under applicable Law, the board of directors of and the Company may, subject solely with respect to complying with Section 8.2(a)a Superior Proposal, (1) change, qualify, withhold or withdraw the Company Recommendation and/or (2) in the case of clause (i) of this sentence, terminate this Agreement to enter into a binding written agreement with respect to such Superior Proposal in accordance with and terminate this Agreement pursuant to Section 8.1(g); provided, 6.16(a)(vii) (provided that the Company shall may not terminate this Agreement pursuant to the foregoing clause (2) foregoing, and any purported termination pursuant to the foregoing clause (2) shall be void and of no force or effect unlesseffect, unless (x) the board of directors (or applicable committee) determines in good faith, after consultation with the Company's outside legal and financial advisors, that failure to take such action would be reasonably likely to constitute a breach by the board of directors (or applicable committee) of the Company of its fiduciary duties under applicable law and (y) in advance of or concurrently with such termination, termination the Company (X) pays or causes to be paid the Company Termination FeeFee to each Purchaser in accordance with Section 6.16), as required by Section 8.2, and (Y) simultaneously with such termination enters into an Acquisition Agreement with respect to a Competing Proposal and terminates this Agreement pursuant to Section 8.1(g); provided, further that prior to taking any of the actions described in clauses (i) and (ii) of this sentence, but only if the Company shall have given Buyer at least first: (i) provided three (3) business days’ ' prior written notice (to each Purchaser that it being understood and agreed that any material amendment is prepared to the amount or form of consideration of enter into a binding written agreement with respect to the Superior Proposal shall require a new notice and a new terminate this Agreement, and specifying the reasons therefor, including the terms and conditions of the Unsolicited Company Proposal or Superior Proposal, as applicable (including the most current version of any proposed agreement(s)), and the identity of the person making the proposal; (ii) offered to provide to each Purchaser copies of documents relating to the Unsolicited Company Proposal or Superior Proposal provided to the Company by the person making the proposal (or provided by the Company to such person or their representatives), including all material non-public information delivered or made available to the person making any Unsolicited Company Proposal or Superior Proposal in connection with such Unsolicited Company Proposal or Superior Proposal that was not previously delivered or made available to each Purchaser; (iii) provided to each Purchaser the most current version of any proposed agreement or any other letter or other document containing such person's proposal (as it may have been revised by the Company); and (iv) during such three (3) business day period) of the material terms of the , if requested by a Purchaser, engaged in, and caused its financial and legal advisors to engage in, good faith negotiations with such Purchaser to amend this Agreement so that such Unsolicited Company Proposal ceases to be a Superior Proposal and the Company’s intention or is no longer reasonably expected to accept such result in a Superior Proposal, as the case may be. The Company acknowledges and the Company shallagrees that, during such three (3) business day period, negotiate in good faith with Buyer to make such adjustments (i) any change to the Merger Consideration and financial terms or (ii) any material change to any other terms and conditions of this Agreement such that such Competing an Unsolicited Company Proposal would no longer constitute a or Superior Proposal. The board of directors of Proposal shall require compliance with the Company shall promptly consider in good faith (in consultation with its outside legal counsel and financial advisors) any proposed alteration of the terms of this Agreement or the Merger proposed by Buyer in response to any Competing Proposalforegoing provisions anew. (ed) In addition to the obligations of the Company set forth in Section 6.6(a), (b) and (c), the The Company shall notify each Purchaser orally and in writing promptly (but in no event later than one (1) business day) after receipt by the Company, the Bank, or any event within 24 hours of receipt) notify Buyer their respective directors, officers, employees, representatives, agents or advisors of any (i) Competing Proposalproposal or offer from any person other than a Purchaser regarding an Acquisition Transaction or any request for non-public information by any person other than a Purchaser in connection with an Acquisition Transaction, (ii) which written notice shall indicate, the name of such person and the material terms and conditions of any such Competing Proposal proposals or offers (including, if applicable, copies of any written requests, proposals or offers, including proposed agreements) and thereafter shall keep each Purchaser reasonably informed of the status and terms of any such proposals or offers (including any material changes amendments thereto), ) and (iii) the identity status of the person making any such Competing Proposal. The Company shall promptly provide to Buyer discussions or negotiations, including any non-public information concerning change in the Company provided to any other person in connection with any Competing Proposal that was not Company's intentions as previously provided to Buyer and any such non-public information shall be held by Buyer subject to the terms of the Confidentiality Agreementnotified. (fe) Nothing contained in this Section 6.6 Agreement shall prohibit prevent the Company or the its board of directors of the Company (or any committee thereof) from (iissuing as "stop, look and listen" communication pursuant to Rule 14d-9(f) disclosing to the Company’s stockholders a position contemplated by Rules 14d-9 and 14e-2(a) promulgated under the Exchange Act or (ii) complying with Rule 14d-9 and Rule 14e-2 under the Exchange Act with respect to an Acquisition Transaction or from making any disclosure to its stockholders the Company shareholders if the board of directors of the Company has reasonably determined in good faith, (after consultation with outside legal counsel, ) concludes that the its failure to do so would be inconsistent with any applicable Law. The disclosures under this Section 6.6(f) shall not be a basis, in themselves, for Buyer to terminate this Agreement pursuant to Section 8.1(f) so long as any such disclosure rejects any Competing Proposal and reaffirms the Company Recommendationincluding its fiduciary duties. (gf) As used in this agreement, "Superior Proposal" shall mean a bona fide written Unsolicited Company Proposal (not solicited or initiated in violation of Section 4.11(a)) that relates to a potential Acquisition Transaction (but changing the references to the 20% amounts contained in the definition of Acquisition Transaction to references to 50%) that is determined in good faith by the board of directors of the Company, after consultation with the Company's legal and financial advisors, and after taking into account all relevant terms and conditions of the Unsolicited Company Proposal and this Agreement, “Competing Proposal” shall mean is on terms that are more favorable to the shareholders of the Company from a financial point of view than the transactions contemplated by this Agreement (and after giving effect to any changes to this Agreement proposed in writing by Purchasers in response to such proposal or otherwise) and is, in the reasonable judgment of the board of directors, reasonably capable of being completed on its stated terms, taking into account all financial, regulatory, legal and other aspects of such inquiry, proposal or offer from any and the third party (other than a or parties making the inquiry, proposal or offer by Buyer or any of its subsidiaries) relating to, or any inquiry that would reasonably be expected to lead to (i) a merger, consolidation, recapitalization, liquidation, dissolution, joint venture, binding share exchange, business combination or similar transaction involving the Company or any of its significant subsidiaries pursuant to which any person or the stockholders of any person would own twenty-five percent (25%) or more of any class of equity securities of the Company or any of its significant subsidiaries or of any resulting parent company of the Company; or (ii) any direct or indirect acquisition or purchase by any person, in one transaction or a series of transactions, that would constitute twenty-five percent (25%) or more of the revenues, net income or assets of the Company and its subsidiaries, taken as a whole (but exclusive of CPEX), or twenty-five percent (25%) or more of any class of equity securities of the Company or any of its significant subsidiariesoffer.

No Solicitation of Competing Proposal. (a) From Except as provided in this Section 5.21, from and after the date of this Agreement until the earlier of the Effective Time or Closing and the date, if any, on which this Agreement is terminated pursuant to Section 8.1, and except as otherwise provided for in this Agreement (including the other subsections of this Section 6.6)4.1, the Company agrees that it shall not, nor and that it shall it authorize or knowingly permit any of direct and use its Representativesreasonable best efforts to cause the Company’s directors, or any of its subsidiariesofficers, affiliates or any of their respective Representatives employees, agents, consultants and advisors not to, directly or indirectly: (i) , solicit, initiate initiate, encourage or knowingly facilitate any inquiries or encourage (including by way of providing material nonpublic information)proposals from, discuss or negotiate with, provide any information to, or agree to, approve consider the merits of any unsolicited inquiries or endorseproposals from, any Competing Proposal, (ii) enter into, continue or otherwise participate in any negotiations regarding, or furnish person relating to any person any material nonpublic information with respect to, any Competing Proposal, (iii) enter into, continue Acquisition Transaction or otherwise engage in discussions with any person with respect to, any Competing Proposal, (iv) approve or recommend any Competing Proposal, (v) enter into any letter of intent or similar document a potential Acquisition Transaction involving the Company or any agreement or commitment to (x) facilitate or consummate any Competing Proposal, (y) approve or endorse any Competing Proposal, (z) in connection with any Competing Proposal, require it to abandon, terminate or fail to consummate the Merger, (vi) amend or grant any waiver or release or approve any transaction or redeem any Company Rights under the Company Rights Agreement, except in connection with the transactions contemplated by this Agreement, or (vii) resolve, propose or agree to take any of the actions prohibited by clauses (i) through (vi) of this sentence. The Company shall, and shall cause its Representatives, subsidiaries, affiliates and their respective Representatives to, immediately cease and cause to be terminated all existing solicitations, discussions or negotiations with respect to any person conducted heretofore by the Company, any of its subsidiaries or affiliates or their respective Representatives with respect to any Competing Proposal, and shall demand the return or destruction of any information previously provided with respect to such activities, discussions or negotiations, subject to the restrictions set forth in any applicable confidentiality agreements. Notwithstanding anything to the contrary contained herein, the Company shall be permitted to terminate, amend, modify, waive or fail to enforce any provision of any “standstill” or similar obligation of any person in order that such person may submit a Competing Proposal if the board of directors of the Company determines in good faith after consultation with the Company’s outside legal and financial advisors that failure to take such action would be inconsistent with the directors’ exercise of their fiduciary duties to the Company’s stockholders under applicable LawSubsidiary. (b) Notwithstanding the limitations set forth in Section 6.6(a5.21(a), if after the date of this Agreement and prior to the approval of the Shareholder Proposals by the Company’s shareholders the Company receives an unsolicited proposal from a bona fide written Competing third party with respect to an Acquisition Transaction that was not directly or indirectly, after the date hereof, made, encouraged, facilitated, solicited, initiated or assisted by the Company or its directors, officers, employees, agents, consultants and advisors (an “Unsolicited Company Proposal”) which did not result from or arise in connection with a breach of Section 5.21(a) and which: (i) constitutes a Superior Proposal that (as defined in Section 5.21(h)); or (ii) which the board Board of directors Directors of the Company determines in good faith faith, after consultation with the Company’s outside legal and financial advisors (i) constitutes a Superior Proposal or (ii) advisors, could reasonably be expected to result result, after the taking of any of the actions referred to in either of clause (x) or (y) below, in a Superior Proposal, the Company may, if its board of directors determines in good faith after consultation with the Company’s outside legal and financial advisors that failure to take such action would be inconsistent with its fiduciary duties under applicable Law, and subject to compliance with Section 6.6(e), may take the following actionsactions after providing written notice to the Investor of such determination and the basis therefor: (x) furnish nonpublic information with respect to the Company and its subsidiaries the Company Subsidiaries to the third party making such Competing Proposal Unsolicited Company Proposal, if, and only if, prior to so furnishing such information, the Company and such third party enter into a confidentiality agreement (a “Third Party Confidentiality Agreement”) that is no less restrictive of and no more favorable to such third party or parties than the confidentiality agreement, dated as of July 19, 2012, between the Company and the Investor and (y) engage in discussions or negotiations with the third party with respect to the Competing Unsolicited Company Proposal; provided, in each case ifhowever, and only if, (A) all such information that the Company has previously been provided to Buyer or is provided to Buyer prior to or substantially concurrent complied with the time it is provided requirements of Section 5.21(d) with respect to such Unsolicited Company Proposal or such Superior Proposal. The Third Party Confidentiality Agreement shall provide that such third party shall pay any Termination Fee payable under Section 4.2 and (B) prior theretoany costs, the Company expenses and such third party enter into a confidentiality and standstill with such person that contains confidentiality and standstill provisions that are no less favorable in the aggregate to the Company than those contained in the Confidentiality Agreement (an “Acceptable Confidentiality Agreement”interest payable under Section 4.2(e). (c) Except as set forth in Section 6.6(d), neither Neither the board Board of directors Directors of the Company nor any committee thereof shall (i)(A) changewithdraw, qualify, withhold qualify or withdrawmodify the Board Recommendation in a manner adverse to the Investor, or publicly propose to change, qualify, withhold or withdraw the Company Recommendation or (B) recommend, adopt or approvedo so, or propose publicly to recommend, adopt take any other action or approve, make any Competing Proposal other public statement in connection with any meeting of the Company’s shareholders or otherwise which is inconsistent with the Board Recommendation (any action described in this clause (i) being referred to as of the foregoing, a “Change of in Recommendation”) or (ii) approve or recommend, recommend or publicly propose to approve or recommend, or allow any other Acquisition Transaction. Notwithstanding the Company or any of its affiliates to execute or enter into, any letter of intent, memorandum of understanding, agreement in principle, merger agreement, acquisition agreement, option agreement, joint venture agreement, partnership agreement or other similar agreement constituting or related to, any Competing Proposal (other than an Acceptable Confidentiality Agreement referred to foregoing and the limitations set forth in Section 6.6(b)) (each of the documents referred to in this clause (ii) shall be an “Acquisition Agreement”). (d) Notwithstanding the provisions of Section 6.6(c5.21(a), if at any time if, prior to obtaining receipt of approval by the Requisite Stockholder Approval, the board of directors shareholders of the Company has concluded of the Shareholder Proposals, the Board of Directors of the Company determines in good faith (faith, after consultation with the Company’s outside legal and financial advisors advisors, that, due to the existence of a Superior Proposal or an Unsolicited Company Proposal which the Board of Directors of the Company determines in good faith, after consultation with the Company’s outside legal and financial advisors, could reasonably be expected to result, after complying with and giving effect the taking of any of the actions referred to all proposed adjustments to this Agreement offered by Buyer pursuant to this in either of clause (x) or (y) of Section 6.6(d5.21(b)) (i)(x) , in response to a bona fide written Competing Proposal that was unsolicited, that such proposal is a Superior Proposal, and (y) that the failure Board of the board of directors Directors of the Company to change, qualify, withhold or withdraw and the Company may (1) effect a Change in Recommendation (provided that the Company may not effect a Change in Recommendation unless the Board determines in good faith, after consultation with the Company’s outside legal and financial advisors, that failure to effect such Change in Recommendation would be inconsistent with reasonably likely to constitute a breach by the directors’ exercise Board of their fiduciary duties to the Company’s stockholders under applicable Law, or (ii) in the absence of a Competing Proposal, the failure of the board of directors Directors of the Company to take such action would be inconsistent with the directors’ exercise of their its fiduciary duties to the Company’s stockholders under applicable Law, the board of directors of the Company may, subject to complying with Section 8.2(a), (1law) change, qualify, withhold or withdraw the Company Recommendation and/or (2) in the case of clause (i) of this sentencesolely with respect to a Superior Proposal, terminate this Agreement to enter into a binding written agreement with respect to such Superior Proposal in accordance with Section 8.1(g); provided, and terminate this Agreement (provided that the Company shall may not terminate this Agreement pursuant to the foregoing clause (2) ), and any purported termination pursuant to the foregoing clause (2) shall be void and of no force or effect unlesseffect, unless (X) the Board determines in good faith, after consultation with the Company’s outside legal and financial advisors, that failure to take such action would be reasonably likely to constitute a breach by the Board of Directors of the Company of its fiduciary duties under applicable law and (Y) in advance of or concurrently with such termination, termination the Company (X) pays or causes to be paid the Company Termination FeeFee to the Investor in accordance with Section 4.2(b)), as required by Section 8.2, and (Y) simultaneously with such termination enters into an Acquisition Agreement with respect to a Competing Proposal and terminates this Agreement pursuant to Section 8.1(g); provided, further that prior to taking any of the actions described in clauses (i) and (ii) of this sentence, but only if the Company shall have given Buyer at least three first: (3i) provided five business days’ prior written notice to the Investor that it is prepared to effect a Change in Recommendation in response to an Unsolicited Company Proposal or Superior Proposal or, as applicable, to enter into a binding written agreement with respect to the Superior Proposal and terminate this Agreement, and specifying the reasons therefor, including the terms and conditions of the Unsolicited Company Proposal or Superior Proposal, as applicable (it being understood including the most current version of any proposed agreement(s)), and agreed the identity of the person making the proposal; (ii) offered to provide to the Investor all material non-public information delivered or made available to the person making any Unsolicited Company Proposal or Superior Proposal in connection with such Unsolicited Company Proposal or Superior Proposal that was not previously delivered or made available to the Investor; (iii) provided to the Investor copies of documents relating to the Unsolicited Company Proposal or Superior Proposal provided to the Company by the person making the proposal (or provided by the Company to such person or their representatives), including the most current version of any proposed agreement or any other letter or other document containing such person’s proposal (and the Company’s response(s) thereto) and the terms and conditions thereof; and (iv) during such five business day period, if requested by the Investor, engaged in, and caused its financial and legal advisors to engage in, good faith negotiations with the Investor to amend this Agreement. The Company acknowledges and agrees that (i) any change to the financial terms or (ii) any material amendment change to the amount any other terms of an Unsolicited Company Proposal or form of consideration of the Superior Proposal shall require a new notice and a new three (3) business day period) of compliance with the material terms of the Superior Proposal and the Company’s intention to accept such Superior Proposal, and the Company shall, during such three (3) business day period, negotiate in good faith with Buyer to make such adjustments to the Merger Consideration and other terms and conditions of this Agreement such that such Competing Proposal would no longer constitute a Superior Proposal. The board of directors of the Company shall promptly consider in good faith (in consultation with its outside legal counsel and financial advisors) any proposed alteration of the terms of this Agreement or the Merger proposed by Buyer in response to any Competing Proposalforegoing provisions anew. (ed) In addition to the obligations of the Company set forth in Section 6.6(a), (b) and (c), the The Company shall notify the Investor orally and in writing promptly (but in no event later than one business day) after receipt by the Company, the Bank, or any event within 24 hours of receipt) notify Buyer their respective directors, officers, employees, representatives, agents or advisors of any (i) Competing Proposalproposal or offer from any person other than the Investor regarding an Acquisition Transaction or any request for non-public information by any person other than the Investor in connection with an Acquisition Transaction indicating, (ii) in connection with such notice, the name of such person and the material terms and conditions of any proposals or offers (including, if applicable, copies of any written requests, proposals or offers, including proposed agreements) and thereafter shall keep the Investor informed, on a current basis, of the status and terms of any such Competing Proposal proposals or offers (including any material changes amendments thereto), ) and (iii) the identity status of the person making any such Competing Proposal. The Company shall promptly provide to Buyer discussions or negotiations, including any non-public information concerning change in the Company provided to any other person in connection with any Competing Proposal that was not Company’s intentions as previously provided to Buyer and any such non-public information shall be held by Buyer subject to the terms of the Confidentiality Agreementnotified. (fe) Nothing contained in this Section 6.6 Agreement shall prohibit prevent the Company or the its board of directors of the Company from (iissuing as “stop, look and listen” communication pursuant to Rule 14d-9(f) disclosing to the Company’s stockholders a position contemplated by Rules 14d-9 and 14e-2(a) promulgated under the Exchange Act or (ii) complying with Rule 14d-9 and Rule 14e-2 under the Exchange Act with respect to an Acquisition Transaction or from making any disclosure to its stockholders the Company shareholders if the board Board of directors Directors of the Company has reasonably determined in good faith, (after consultation with outside legal counsel, ) concludes that the its failure to do so would be inconsistent with any its fiduciary duties under applicable Law. The disclosures under this . (f) Notwithstanding the limitations set forth in Section 6.6(f5.21(a) shall not be but subject to compliance with the terms and conditions of Section 5.21(b)-(d), if the Board of Directors has effected a basisChange in Recommendation in compliance with the requirements of Section 5.21(c), in themselves, for Buyer then the Board of Directors of the Company may cause the Company to enter into a binding written agreement with respect to such Superior Proposal and terminate this Agreement pursuant to in accordance with Section 8.1(f) so long as any such disclosure rejects any Competing Proposal and reaffirms the Company Recommendation4.1(h). (g) As used in this Agreement, “Competing ProposalAcquisition Transaction” shall mean any proposal or offer from any third party (other than a proposal or offer by Buyer or any of its subsidiaries) relating to, or any inquiry that would reasonably be expected to lead to mean: (i) a merger, reorganization, share exchange, consolidation, business combination, recapitalization, dissolution, liquidation, dissolution, joint venture, binding share exchange, business combination or similar transaction involving the Company or any of its significant subsidiaries pursuant to which any person the Company Subsidiaries; (ii) the issuance by the Company or the stockholders Bank of any person would own twenty-five percent (25%) securities representing 20% or more of its outstanding Voting Securities (including upon the conversion, exercise or exchange of securities convertible into or exercisable or exchangeable for such Voting Securities); or (iii) the acquisition in any class manner, directly or indirectly, of equity securities (x) 20% or more of the outstanding Voting Securities of the Company or any the Bank (including through the acquisition of its significant subsidiaries securities convertible into or of any resulting parent company of the Company; exercisable or exchangeable for such Voting Securities), (iiy) any direct or indirect acquisition or purchase by any person, in one transaction or a series of transactions, that would constitute twenty-five percent (25%) 20% or more of the revenues, net income or consolidated total assets of the Company and its subsidiariesthe Company Subsidiaries, taken as a whole (but exclusive of CPEX)whole, or twenty-five percent (25%z) one or more businesses or divisions that constitute 20% or more of any class of equity securities the revenues or net income of the Company or any of its significant subsidiariesand the Company Subsidiaries, taken as a whole.

No Solicitation of Competing Proposal. (a) From and after the date of this Agreement until the earlier of the Effective Time or the date, if any, on which this Agreement is terminated pursuant to Section 8.1, and except as otherwise provided for in this Agreement (including the other subsections of this Section 6.6)Agreement, the Company agrees that neither it nor any subsidiary of the Company shall, and that it shall not, nor shall it authorize or knowingly permit any of use its Representatives, or any of reasonable best efforts to cause its subsidiaries, affiliates or any of and their respective Representatives not to, directly or indirectly: (i) solicit, initiate initiate, propose or knowingly facilitate or encourage (including by way of providing material nonpublic information)) any inquiries, proposals or agree to, approve offers or endorse, any other efforts or attempts that constitute or would reasonably be expected to lead to any Competing Proposal, (ii) enter into, continue or otherwise participate in any negotiations regarding, or furnish to any person any material nonpublic information with respect to, any inquiries, proposals or offers, or any other efforts or attempts, that constitute or would reasonably be expected to lead to any Competing Proposal, (iii) enter intoengage, continue or otherwise engage participate in discussions or negotiations with any person with respect toto any inquiries, proposals or offers, or any other efforts or attempts, that constitute or would reasonably be expected to lead to any Competing Proposal, (iv) approve grant any waiver, amendment or recommend release under any standstill or confidentiality agreement or otherwise knowingly facilitate any effort or attempt by any person to make a Competing Proposal (including providing any consent or authorization to make a Competing Proposal to any officer or employee of the Company or to the board of directors of the Company (or any member thereof) pursuant to any existing confidentiality agreement), (v) approve, endorse or recommend, or publicly propose to approve, endorse or recommend, any Competing Proposal, (vvi) fail to publicly recommend against any Competing Proposal or fail to publicly reaffirm the Company Recommendation within two (2) Business Days after Parent so requests, (vii) fail to include the Company Recommendation in the Offer Documents, (viii) enter into any letter of intent intent, agreement in principle, merger agreement, acquisition agreement, option agreement or similar document or any agreement or commitment providing for any Competing Proposal or offer that would reasonably be expected to (x) facilitate or consummate any lead to a Competing Proposal, (yix) approve change, qualify, withhold or endorse any Competing Proposal, (z) withdraw or modify in connection with any Competing Proposal, require it a manner adverse to abandon, terminate Parent or fail to consummate the Merger, (vi) amend or grant any waiver or release or approve any transaction or redeem any Company Rights under Acquisition Sub the Company Rights Agreement, except in connection with the transactions contemplated by this AgreementRecommendation, or (viix) resolve, resolve to propose or agree to take do any of the actions prohibited by foregoing (any action or failure to take action described in clauses (i) through v), (vi), (vii), (ix) and, with respect to clauses (v), (vi), (vii) and (ix), (x), a “Change of this sentenceRecommendation”). The Company shall, and shall cause its Representatives, subsidiaries, affiliates and their respective Representatives to, immediately cease and use its reasonable best efforts to cause to be terminated all existing solicitationsany solicitation, discussions encouragement, discussion or negotiations negotiation with respect to any person conducted heretofore prior to the execution of this Agreement by the Company, any of its subsidiaries or affiliates or any of their respective Representatives with respect to any Competing Proposal, Proposal and shall demand request the return or destruction of all confidential information provided by or on behalf of the Company or any information previously provided with respect of its subsidiaries to such activities, discussions or negotiations, subject to person. (b) Notwithstanding the restrictions limitations set forth in Section 6.6(a), if at any applicable confidentiality agreements. Notwithstanding anything time prior to the contrary contained herein, Acceptance Time the Company shall be permitted to terminate, amend, modify, waive or fail to enforce any provision of any “standstill” or similar obligation of any person in order that such person may submit receives a Competing Proposal if (i) which did not result from or arise in connection with a breach of Section 6.6(a), (ii) which the board of directors of the Company determines in good faith after consultation with the Company’s outside legal and financial advisors that failure constitutes a Superior Proposal or would reasonably be expected to take such action would be inconsistent result, after the taking of any of the actions referred to in either of clause (x) or (y) below, in a Superior Proposal and (iii) after consultation with the directors’ exercise of their fiduciary duties to the Company’s stockholders under applicable Law. (b) Notwithstanding the limitations set forth in Section 6.6(a)outside legal counsel, if the Company receives a bona fide written Competing Proposal that the board of directors of the Company determines in good faith after consultation with the Company’s outside legal and financial advisors (i) constitutes a Superior Proposal or (ii) could reasonably be expected to result in a Superior Proposal, the Company may, if its board of directors determines in good faith after consultation with the Company’s outside legal and financial advisors that failure to take such action would be inconsistent with its fiduciary duties under applicable Law, and subject to compliance with Section 6.6(e), then the Company may take the following actions: (x) furnish nonpublic information with respect to the Company and its subsidiaries to the third party making such Competing Proposal Proposal, if, and only if, prior to so furnishing such information, the Company receives from the third party an executed confidentiality agreement with standstill provisions identical in all substantive respects and otherwise not materially less favorable in the aggregate to the Company than the Confidentiality Agreement and (y) engage in discussions or negotiations with the third party with respect to the Competing Proposal; provided, in each case ifhowever, and only if, (A) all such that the Company shall substantially concurrently provide or make available to Parent any information has previously been provided to Buyer concerning the Company or is provided to Buyer prior to or substantially concurrent with the time it is its subsidiaries provided to such third party and (B) prior thereto, the Company and such third party enter into a confidentiality and standstill with such person that contains confidentiality and standstill provisions that are no less favorable in the aggregate which was not previously provided to the Company than those contained in the Confidentiality Agreement (an “Acceptable Confidentiality Agreement”)Parent. (c) Except as The Company shall promptly notify Parent orally of any Competing Proposal (and in no event later than twenty-four (24) hours following the Company’s receipt or knowledge of such Competing Proposal) and promptly thereafter notify Parent in writing with such notice to include the identity of the person making such Competing Proposal and a copy of such Competing Proposal, including draft agreements or term sheets submitted in connection therewith (or, where no such copy is available, a reasonably detailed description of such Competing Proposal), including any modifications thereto. The Company shall keep Parent reasonably informed on a reasonably current basis of the status of any Competing Proposal (including any material changes to the terms thereof or any meaningful discussions relating thereto) and shall provide Parent with copies of all revised written proposals or offers with respect to such Competing Proposal. The Company shall not, and shall cause its subsidiaries not to, enter into any contract or agreement with any person subsequent to the date of this Agreement, and neither the Company nor any of its subsidiaries is party to any contract or agreement, in each case, that prohibits the Company from providing such information to Parent. (d) Notwithstanding the limitations set forth in Section 6.6(d6.6(a), neither the board of directors of the Company nor any committee thereof shall (i)(A) changemay, qualify, withhold or withdraw, or publicly propose in response to change, qualify, withhold or withdraw the Company Recommendation or (B) recommend, adopt or approve, or propose publicly to recommend, adopt or approve, any receipt of a Competing Proposal (any action described in this clause (i) being referred to as a “Change of Recommendation”) or (ii) approve or recommend, or propose to approve or recommend, or allow the Company or any of its affiliates to execute or enter into, any letter of intent, memorandum of understanding, agreement in principle, merger agreement, acquisition agreement, option agreement, joint venture agreement, partnership agreement or other similar agreement constituting or related to, any Competing Proposal (other than an Acceptable Confidentiality Agreement referred to in Section 6.6(b)) (each of the documents referred to in this clause (ii) shall be an “Acquisition Agreement”). (d) Notwithstanding the provisions of Section 6.6(c), if at any time prior to obtaining the Requisite Stockholder Approval, which the board of directors of the Company has concluded in good faith (after consultation with the Company’s outside legal and financial advisors and constitutes a Superior Proposal, after complying with and giving effect to all proposed of the adjustments to the terms of this Agreement which may be offered by Buyer Parent (including pursuant to this Section 6.6(dclause (ii) below)) (i)(x) in response to , make a bona fide written Competing Proposal that was unsolicitedChange of Recommendation, that such proposal is a Superior Proposal, and (y) that the failure of if the board of directors of the Company to change, qualify, withhold or withdraw the Company Recommendation would be inconsistent has concluded in good faith after consultation with the directors’ exercise of their fiduciary duties to the Company’s stockholders under applicable Law, or (ii) in the absence of a Competing Proposal, outside legal and financial advisors that the failure of the board of directors of the Company to take such action would be inconsistent with the directors’ exercise of their fiduciary duties to the Company’s stockholders under applicable Law; provided, however, that the board of directors of the Company may, subject may not effect a Change of Recommendation unless (A) such Superior Proposal is not attributable to complying with the breach of this Section 8.2(a), 6.6 and (1) change, qualify, withhold or withdraw the Company Recommendation and/or (2) in the case of clause B): (i) of this sentence, terminate this Agreement to enter into a binding written agreement with respect to such Superior Proposal in accordance with Section 8.1(g); provided, that the Company shall not terminate this Agreement pursuant to the foregoing clause (2) and any purported termination pursuant to the foregoing clause (2) shall be void and of no force or effect unless, in advance of or concurrently with such termination, the Company (X) pays the Company Termination Fee, as required by Section 8.2, and (Y) simultaneously with such termination enters into an Acquisition Agreement with respect to a Competing Proposal and terminates this Agreement pursuant to Section 8.1(g); provided, further that prior to taking any of the actions described in clauses (i) and (ii) of this sentence, the Company shall have given Buyer provided prior written notice to Parent, at least three (3) business days’ written Business Days in advance (the “Notice Period”), of its intention to take such action with respect to such Superior Proposal, which notice shall specify the material terms and conditions of such Superior Proposal (it being understood including the identity of the party making such Superior Proposal), and agreed that any material amendment to the amount or form of consideration shall have contemporaneously provided a copy of the Superior Proposal shall require a new notice and a new three Agreement; and (3ii) business day period) prior to effecting such Change of the material terms of the Superior Proposal and the Company’s intention to accept such Superior ProposalRecommendation, and the Company shall, and shall cause its Representatives to, during such three (3) business the Notice Period for a reasonable period of time of each day during the notice period, negotiate with Parent in good faith with Buyer (to the extent Parent desires to negotiate) so as to allow Parent the opportunity to make such adjustments to in the Merger Consideration and other terms and conditions of this Agreement such so that such Competing Proposal would no longer ceases to constitute a Superior Proposal. The In the event of any material revisions to such Competing Proposal that the board of directors of the Company has determined to be a Superior Proposal, the Company shall promptly consider in good faith (in consultation be required to deliver a new written notice to Parent and to comply with its outside legal counsel and financial advisors) any proposed alteration of the terms requirements of this Agreement or the Merger proposed by Buyer in response Section 6.6(d) with respect to any Competing Proposalsuch new written notice. (e) In addition to the obligations of the Company set forth in Section 6.6(a), (b) and (c), the Company shall promptly (but in any event within 24 hours of receipt) notify Buyer of any (i) Competing Proposal, (ii) the material terms and conditions of any such Competing Proposal (including any material changes thereto), and (iii) the identity of the person making any such Competing Proposal. The Company shall promptly provide to Buyer any non-public information concerning the Company provided to any other person in connection with any Competing Proposal that was not previously provided to Buyer and any such non-public information shall be held by Buyer subject to the terms of the Confidentiality Agreement. (f) Nothing contained in this Section 6.6 Agreement shall prohibit the Company or the board of directors of the Company from (i) disclosing to the Company’s stockholders a position contemplated by Rules 14d-9 and 14e-2(a) promulgated under the Exchange Act or (ii) making any disclosure to its stockholders if the board of directors of the Company has reasonably determined in good faith, after consultation with outside legal counsel, that the failure to do so would be inconsistent with any applicable Law. The disclosures under this Section 6.6(f) shall not be a basis, in themselves, for Buyer to terminate this Agreement pursuant to Section 8.1(f) so long as ; provided that any such disclosure rejects any Competing Proposal and (other than a “stop-look-and-listen” communication or similar communication of the type contemplated by Rule 14D-9(f) under the Exchange Act) shall be deemed to be a Change of Recommendation unless the board of directors of the Company expressly publicly reaffirms the Company RecommendationRecommendation within three (3) Business Days following a request by Parent. (gf) As used in this Agreement, “Competing Proposal” shall mean any bona fide proposal or offer from any third party (other than a proposal or offer by Buyer Parent or any of its subsidiaries) relating to, or any inquiry that would reasonably be expected to lead to for (i) a merger, reorganization, sale of assets, share exchange, consolidation, business combination, recapitalization, dissolution, liquidation, dissolution, joint venture, binding share exchange, business combination venture or similar transaction involving the Company or any of its significant subsidiaries pursuant to which any person whose assets or business, individually or in the stockholders of any person would own twenty-five aggregate, constitute fifteen percent (25%) or more of any class of equity securities of the Company or any of its significant subsidiaries or of any resulting parent company of the Company; or (ii) any direct or indirect acquisition or purchase by any person, in one transaction or a series of transactions, that would constitute twenty-five percent (2515%) or more of the revenuesconsolidated assets, revenues or net income of the Company and its subsidiaries; (ii) the acquisition (whether by merger, consolidation, equity investment, joint venture or otherwise) by any person of fifteen percent (15%) or more of the assets of the Company and its subsidiaries, taken as a whole whole; (but exclusive iii) the acquisition in any manner, directly or indirectly, by any person of CPEX), or twenty-five fifteen percent (2515%) or more of any class the issued and outstanding shares of the equity securities (by vote or by value) of the Company or any of its significant subsidiaries, (iv) any purchase, acquisition, tender offer or exchange offer that if consummated would result in any person beneficially owning fifteen percent (15%) or more of the Common Stock or any class of equity or voting securities of the Company or its subsidiaries or (v) any combination of the foregoing.

No Solicitation of Competing Proposal. (a) From and after Notwithstanding any other provision of this Agreement to the contrary, commencing on the date of this Agreement and continuing until 11:59 p.m., Eastern Standard Time, on December 7, 2006 (the “No-Shop Period Start Date”), the Company and its subsidiaries and their respective Representatives shall have the right to directly or indirectly (i) initiate, solicit and encourage Competing Proposals from third parties, including by way of providing access to non-public information to such third parties in connection therewith; provided, that the Company shall enter into confidentiality agreements with any such third parties and shall promptly provide to the Parents any material non-public information concerning the Company or its subsidiaries that is provided to any such third party which has not been previously provided to the Parents; and (ii) participate in discussions or negotiations regarding, and take any other action to facilitate any inquiries or the making of any proposal that constitutes, or may reasonably be expected to lead to, a Competing Proposal. On the No-Shop Period Start Date, the Company shall advise the Parents orally and in writing of the number and identities of the parties making a bona fide written Competing Proposal that the Board of Directors of the Company or any committee thereof believes in good faith after consultation with the Company’s outside legal and financial advisor of nationally recognized reputation, that such Competing Proposal constitutes or could reasonably be expected to lead to a Superior Proposal (any such proposal, an “Excluded Competing Proposal”) and provide to the Parents (within two (2) calendar days) written notice which notice shall specify the material terms and conditions of any such Excluded Competing Proposal (including the identity of the party making such Excluded Competing Proposal). (b) Except as may relate to any person from whom the Company has received, after the date hereof and prior to the No-Shop Period Start Date, an Excluded Competing Proposal, commencing on the No-Shop-Period Start Date (and with respect to any persons from whom the Company has received, after the date hereof and prior to the No-Shop Period Start Date, an Excluded Competing Proposal commencing on January 5, 2007) the Company shall, and the Company shall cause its subsidiaries and Representatives (including financial advisors) to, (i) immediately cease and cause to be terminated any solicitation, encouragement, discussion or negotiation with any persons conducted heretofore by the Company, its subsidiaries or any Representatives with respect to any actual or potential Competing Proposal, and (ii) with respect to parties with whom discussions or negotiations have been terminated on, prior to or subsequent to the date hereof, the Company shall use its reasonable best efforts to obtain the return or the destruction of, in accordance with the terms of the applicable confidentiality agreement, and confidential information previously furnished by the Company, its subsidiaries or its Representatives. From and after the No-Shop Period Start Date until and with respect to any Excluded Competing Proposal from and after January 5, 2007) the earlier of the Effective Time or the date, if any, on which this Agreement is terminated pursuant to Section 8.18.01, and except as otherwise specifically provided for in this Agreement (including the other subsections of this Section 6.6)6.07, the Company agrees that neither it nor any subsidiary shall, and that it shall not, nor shall it authorize or knowingly permit any of use its Representatives, or any of reasonable best efforts to cause its subsidiaries, affiliates or any of and their respective Representatives not to, directly or indirectly: (i) initiate, solicit, initiate or knowingly facilitate or encourage the submission of any inquiries proposals or offers with respect to a Competing Proposal (including by way of providing material nonpublic furnishing information), or agree to, approve or endorse, any Competing Proposal, ; (ii) enter into, continue or otherwise participate in any negotiations regarding, or furnish to any person any material nonpublic information with respect toin connection with, any Competing Proposal, ; (iii) enter into, continue or otherwise engage in discussions with any person with respect to, to any Competing Proposal, ; (iv) approve or recommend any Competing Proposal, ; (v) enter into any letter of intent or similar document or any agreement or commitment to (x) facilitate or consummate providing for any Competing Proposal, (y) approve or endorse any Competing Proposal, (z) in connection with any Competing Proposal, require it to abandon, terminate or fail to consummate the Merger, (vi) amend or grant any waiver or release or approve any transaction or redeem any Company Rights under the Company Rights Agreement, except in connection with the transactions contemplated by this Agreement, or (vii) resolve, propose or agree to take any of the actions prohibited by clauses (i) through (vi) of this sentence. The Company shall, and shall cause its Representatives, subsidiaries, affiliates and their respective Representatives to, immediately cease and cause to be terminated all existing solicitations, discussions or negotiations with respect to any person conducted heretofore by the Company, any of its subsidiaries or affiliates or their respective Representatives with respect to any Competing Proposal, and shall demand the return or destruction of any information previously provided with respect to such activities, discussions or negotiations, subject to the restrictions set forth in any applicable confidentiality agreements. Notwithstanding anything to the contrary contained herein, the Company shall be permitted to terminate, amend, modify, waive or fail to enforce any provision of any “standstill” or similar obligation of any person in order that such person may submit a Competing Proposal if the board of directors of the Company determines in good faith after consultation with the Company’s outside legal and financial advisors that failure to take such action would be inconsistent with the directors’ exercise of their fiduciary duties to the Company’s stockholders under applicable Law. (b) Notwithstanding the limitations set forth in Section 6.6(a), if the Company receives a bona fide written Competing Proposal that the board of directors of the Company determines in good faith after consultation with the Company’s outside legal and financial advisors (i) constitutes a Superior Proposal or (ii) could reasonably be expected to result in a Superior Proposal, the Company may, if its board of directors determines in good faith after consultation with the Company’s outside legal and financial advisors that failure to take such action would be inconsistent with its fiduciary duties under applicable Law, and subject to compliance with Section 6.6(e), take the following actions: (x) furnish nonpublic information with respect to the Company and its subsidiaries to the third party making such Competing Proposal and (y) engage in discussions or negotiations with the third party with respect to the Competing Proposal, in each case if, and only if, (A) all such information has previously been provided to Buyer or is provided to Buyer prior to or substantially concurrent with the time it is provided to such third party and (B) prior thereto, the Company and such third party enter into a confidentiality and standstill with such person that contains confidentiality and standstill provisions that are no less favorable in the aggregate to the Company than those contained in the Confidentiality Agreement (an “Acceptable Confidentiality Agreement”). (c) Except as set forth in Section 6.6(d), neither the board of directors of the Company nor any committee thereof shall (i)(A) change, qualify, withhold or withdraw, or publicly propose to change, qualify, withhold or withdraw the Company Recommendation or (B) recommend, adopt or approve, or propose publicly to recommend, adopt or approve, any Competing Proposal (any action described in this clause (i) being referred to as a “Change of Recommendation”) or (ii) approve or recommend, or propose to approve or recommend, or allow the Company or any of its affiliates to execute or enter into, any letter of intent, memorandum of understanding, agreement in principle, merger agreement, acquisition agreement, option agreement, joint venture agreement, partnership agreement or other similar agreement constituting or related to, any Competing Proposal (other than an Acceptable Confidentiality Agreement referred to in Section 6.6(b)) (each of the documents referred to in this clause (ii) shall be an “Acquisition Agreement”). (d) Notwithstanding the provisions of Section 6.6(c), if at any time prior to obtaining the Requisite Stockholder Approval, the board of directors of the Company has concluded in good faith (after consultation with the Company’s outside legal and financial advisors and after complying with and giving effect to all proposed adjustments to this Agreement offered by Buyer pursuant to this Section 6.6(d)) (i)(x) in response to a bona fide written Competing Proposal that was unsolicited, that such proposal is a Superior Proposal, and (y) that the failure of the board of directors of the Company to change, qualify, withhold or withdraw the Company Recommendation would be inconsistent with the directors’ exercise of their fiduciary duties to the Company’s stockholders under applicable Law, or (ii) in the absence of a Competing Proposal, the failure of the board of directors of the Company to take such action would be inconsistent with the directors’ exercise of their fiduciary duties to the Company’s stockholders under applicable Law, the board of directors of the Company may, subject to complying with Section 8.2(a), (1) change, qualify, withhold or withdraw the Company Recommendation and/or (2) in the case of clause (i) of this sentence, terminate this Agreement to enter into a binding written agreement with respect to such Superior Proposal in accordance with Section 8.1(g); provided, that the Company shall not terminate this Agreement pursuant to the foregoing clause (2) and any purported termination pursuant to the foregoing clause (2) shall be void and of no force or effect unless, in advance of or concurrently with such termination, the Company (X) pays the Company Termination Fee, as required by Section 8.2, and (Y) simultaneously with such termination enters into an Acquisition Agreement with respect to a Competing Proposal and terminates this Agreement pursuant to Section 8.1(g); provided, further that prior to taking any of the actions described in clauses (i) and (ii) of this sentence, the Company shall have given Buyer at least three (3) business days’ written notice (it being understood and agreed that any material amendment to the amount or form of consideration of the Superior Proposal shall require a new notice and a new three (3) business day period) of the material terms of the Superior Proposal and the Company’s intention to accept such Superior Proposal, and the Company shall, during such three (3) business day period, negotiate in good faith with Buyer to make such adjustments to the Merger Consideration and other terms and conditions of this Agreement such that such Competing Proposal would no longer constitute a Superior Proposal. The board of directors of the Company shall promptly consider in good faith (in consultation with its outside legal counsel and financial advisors) any proposed alteration of the terms of this Agreement or the Merger proposed by Buyer in response to any Competing Proposal. (e) In addition to the obligations of the Company set forth in Section 6.6(a), (b) and (c), the Company shall promptly (but in any event within 24 hours of receipt) notify Buyer of any (i) Competing Proposal, (ii) the material terms and conditions of any such Competing Proposal (including any material changes thereto), and (iii) the identity of the person making any such Competing Proposal. The Company shall promptly provide to Buyer any non-public information concerning the Company provided to any other person in connection with any Competing Proposal that was not previously provided to Buyer and any such non-public information shall be held by Buyer subject to the terms of the Confidentiality Agreement. (f) Nothing contained in this Section 6.6 shall prohibit the Company or the board of directors of the Company from (i) disclosing to the Company’s stockholders a position contemplated by Rules 14d-9 and 14e-2(a) promulgated under the Exchange Act or (ii) making any disclosure to its stockholders if the board of directors of the Company has reasonably determined in good faith, after consultation with outside legal counsel, that the failure to do so would be inconsistent with any applicable Law. The disclosures under this Section 6.6(f) shall not be a basis, in themselves, for Buyer to terminate this Agreement pursuant to Section 8.1(f) so long as any such disclosure rejects any Competing Proposal and reaffirms the Company Recommendation. (g) As used in this Agreement, “Competing Proposal” shall mean any proposal or offer from any third party (other than a proposal or offer by Buyer or any of its subsidiaries) relating to, or any inquiry that would reasonably be expected to lead to (i) a merger, consolidation, recapitalization, liquidation, dissolution, joint venture, binding share exchange, business combination or similar transaction involving the Company or any of its significant subsidiaries pursuant to which any person or the stockholders of any person would own twenty-five percent (25%) or more of any class of equity securities of the Company or any of its significant subsidiaries or of any resulting parent company of the Company; or (ii) any direct or indirect acquisition or purchase by any person, in one transaction or a series of transactions, that would constitute twenty-five percent (25%) or more of the revenues, net income or assets of the Company and its subsidiaries, taken as a whole (but exclusive of CPEX), or twenty-five percent (25%) or more of any class of equity securities of the Company or any of its significant subsidiaries.or

No Solicitation of Competing Proposal. (a) From and after the date of this Agreement until the earlier of the Effective Time Closing Date or the date, if any, on which this Agreement is terminated pursuant to Section 8.110.1, and except as otherwise provided for in this Agreement (including the other subsections of this Section 6.6)Agreement, the Company Seller agrees that neither it nor any of its Affiliates shall, and that it shall not, nor shall it authorize or knowingly permit any of use its Representatives, or any of reasonable best efforts to cause its subsidiaries, affiliates or any of and their respective Representatives not to, directly or indirectly: (i) solicit, initiate or knowingly facilitate or encourage (including by way of providing material nonpublic information), or agree to, approve or endorse, any Competing Proposal, (ii) enter into, continue or otherwise participate in any negotiations regarding, or furnish to any person any material nonpublic information with respect to, any Competing Proposal, (iii) enter into, continue or otherwise engage in discussions with any person with respect to, to any Competing Proposal, (iv) approve or recommend any Competing Proposal, Proposal or (v) enter into any letter of intent or similar document or any agreement or commitment to (x) facilitate or consummate providing for any Competing Proposal, (y) approve or endorse any Competing Proposal, (z) in connection with any Competing Proposal, require it to abandon, terminate or fail to consummate the Merger, (vi) amend or grant any waiver or release or approve any transaction or redeem any Company Rights under the Company Rights Agreement, except in connection with the transactions contemplated by this Agreement, or (vii) resolve, propose or agree to take any of the actions prohibited by clauses (i) through (vi) of this sentence. The Company shall, and Seller shall cause its Representatives, subsidiaries, affiliates and their respective Representatives to, immediately cease and cause to be terminated all existing solicitations, discussions any discussion or negotiations negotiation with respect any Persons that commenced prior to any person conducted heretofore by the Company, any date of its subsidiaries or affiliates or their respective Representatives this Agreement with respect to any Competing Proposal, Proposal and shall demand promptly request the return or destruction of any all information previously provided with respect by or on behalf of the Seller or its Affiliates to such activities, discussions or negotiations, subject Person to the restrictions set forth in any applicable confidentiality agreements. Notwithstanding anything extent that the Seller is entitled to the contrary contained herein, the Company shall be permitted to terminate, amend, modify, waive have such information returned or fail to enforce any provision of any “standstill” or similar obligation of any person in order that such person may submit a Competing Proposal if the board of directors of the Company determines in good faith after consultation with the Company’s outside legal and financial advisors that failure to take such action would be inconsistent with the directors’ exercise of their fiduciary duties to the Company’s stockholders under applicable Lawdestroyed. (b) Notwithstanding the limitations set forth in Section 6.6(a7.20(a), if the Company Seller receives a bona fide written an unsolicited Competing Proposal that the board Board of directors Directors of the Company determines Seller determines, in good faith faith, after consultation with the Company’s Seller's outside legal and financial advisors advisors, (i) constitutes a Superior Proposal or (ii) could reasonably be expected to result in lead to a Superior Proposal, the Company may, if its board of directors determines in good faith after consultation with the Company’s outside legal and financial advisors that failure to take such action would be inconsistent with its fiduciary duties under applicable Law, and subject to compliance with Section 6.6(e), Seller may take the following actions: (x) furnish nonpublic information with respect to the Company and its subsidiaries to the third party making such Competing Proposal Proposal, if, and only if, prior to so furnishing such information, the Seller receives from the third party an executed confidentiality agreement with terms that are, in the aggregate, no less favorable to the Seller than those contained in the Confidentiality Agreement and (y) engage in discussions or negotiations with the third party with respect to the Competing Proposal; provided, however, that as promptly as reasonably practicable following the Seller taking such actions as described in each case ifclauses (x) and (y) above, and only if, the Seller shall (A) all provide written notice to the Purchasing Parties of such Competing Proposal and (B) provide to the Purchasing Parties any information has previously been provided to Buyer or is provided to Buyer prior to or substantially concurrent with the time it is provided to such third party and (B) prior thereto, the Company and such third party enter into a confidentiality and standstill with such person that contains confidentiality and standstill provisions that are no less favorable in the aggregate was not previously provided to the Company than those contained in the Confidentiality Agreement (an “Acceptable Confidentiality Agreement”)Purchasing Parties. (c) Except as Notwithstanding the limitations set forth in Section 6.6(d7.20(a), neither if the board Board of directors Directors of the Company nor any committee thereof shall Seller has concluded in good faith after consultation with the Seller's outside legal and financial advisors that (i)(Ai) change, qualify, withhold or withdraw, or publicly propose a Competing Proposal constitutes a Superior Proposal and (ii) the failure of the Board of Directors of the Seller to change, qualify, withhold or withdraw the Company Seller Recommendation or (B) recommendwould be reasonably likely to be inconsistent with the directors' exercise of their fiduciary duties to the Seller's stockholders under applicable Law, adopt or approvethen, or propose publicly to recommendin either case, adopt or approve, any Competing Proposal (any action described in this clause (i) being referred to as a “Change the Board of Recommendation”) or (ii) approve or recommend, or propose to approve or recommend, or allow the Company or any of its affiliates to execute or enter into, any letter of intent, memorandum of understanding, agreement in principle, merger agreement, acquisition agreement, option agreement, joint venture agreement, partnership agreement or other similar agreement constituting or related to, any Competing Proposal (other than an Acceptable Confidentiality Agreement referred to in Section 6.6(b)) (each Directors of the documents referred to in this clause (ii) shall be an “Acquisition Agreement”). (d) Notwithstanding the provisions of Section 6.6(c), if at any time prior to obtaining the Requisite Stockholder Approval, the board of directors of the Company has concluded in good faith (after consultation with the Company’s outside legal and financial advisors and after complying with and giving effect to all proposed adjustments to this Agreement offered by Buyer pursuant to this Section 6.6(d)) (i)(x) in response to a bona fide written Competing Proposal that was unsolicited, that such proposal is a Superior Proposal, and (y) that the failure of the board of directors of the Company to Seller may change, qualify, withhold or withdraw the Company Seller Recommendation would be inconsistent with the directors’ exercise of their fiduciary duties in a manner adverse to the Company’s stockholders under applicable LawPurchasing Parties (a "Change of Recommendation"), or provided that, prior to making its Change of Recommendation, (i) the Seller shall have given the Purchasing Parties at least four Business Days written notice of its proposed Change of Recommendation, the reasons therefor and the terms of the Superior Proposal at issue, and (ii) the Board of Directors of the Seller shall have taken into account any revised proposal made by the Purchasing Parties to the Seller following such four Business Days notice and shall have again concluded in the absence good faith after consultation with its outside legal and financial advisors to make such Change of a Competing ProposalRecommendation. Following such affirmation of such Change of Recommendation, the failure Board of Directors of the board Seller may cause the Seller or any of directors of the Company to take such action would be inconsistent with the directors’ exercise of their fiduciary duties to the Company’s stockholders under applicable Law, the board of directors of the Company may, subject to complying with Section 8.2(a), (1) change, qualify, withhold or withdraw the Company Recommendation and/or (2) in the case of clause (i) of this sentence, terminate this Agreement its Affiliates to enter into a binding written agreement with respect to such the applicable Superior Proposal (a "Superior Proposal Agreement") and terminate this Agreement in accordance with Section 8.1(g10.1(h); provided, that the Company shall not terminate this Agreement pursuant to the foregoing clause (2) and any purported termination pursuant to the foregoing clause (2) shall be void and of no force or effect unless, in advance of or concurrently with such termination, the Company (X) pays the Company Termination Fee, as required by Section 8.2, and (Y) simultaneously with such termination enters into an Acquisition Agreement with respect to a Competing Proposal and terminates this Agreement pursuant to Section 8.1(g); provided, further that prior to taking any of the actions described in clauses (i) and (ii) of this sentence, the Company shall have given Buyer at least three (3) business days’ written notice (it being understood and agreed that any material amendment to the amount or form of consideration of the Superior Proposal shall require a new notice and a new three (3) business day period) of the material terms of the Superior Proposal and the Company’s intention to accept such Superior Proposal, and the Company shall, during such three (3) business day period, negotiate in good faith with Buyer to make such adjustments to the Merger Consideration and other terms and conditions of this Agreement such that such Competing Proposal would no longer constitute a Superior Proposal. The board of directors of the Company shall promptly consider in good faith (in consultation with its outside legal counsel and financial advisors) any proposed alteration of the terms of this Agreement or the Merger proposed by Buyer in response to any Competing Proposal. (e) In addition to the obligations of the Company set forth in Section 6.6(a), (b) and (c), the Company shall promptly (but in any event within 24 hours of receipt) notify Buyer of any (i) Competing Proposal, (ii) the material terms and conditions of any such Competing Proposal (including any material changes thereto), and (iii) the identity of the person making any such Competing Proposal. The Company shall promptly provide to Buyer any non-public information concerning the Company provided to any other person in connection with any Competing Proposal that was not previously provided to Buyer and any such non-public information shall be held by Buyer subject to the terms of the Confidentiality Agreement. (fd) Nothing contained in this Section 6.6 Agreement shall prohibit the Company Seller or the board Board of directors Directors of the Company Seller from (i) disclosing to the Company’s its stockholders a position contemplated by Rules 14d-9 and 14e-2(a) promulgated under the Exchange Act or (ii) making any disclosure to its stockholders if the board Board of directors Directors of the Company Seller has reasonably determined in good faith, after consultation with outside legal counsel, that the failure to do so would be inconsistent with any applicable Law. The ; provided, that disclosures under this Section 6.6(f7.20(d) shall not be a basis, in themselves, for Buyer the Purchasing Parties to terminate this Agreement pursuant to Section 8.1(f10.1(f), but such disclosures shall not otherwise affect the rights of the Purchasing Parties contained in this Agreement. (e) so long as any such disclosure rejects The Seller shall promptly (and in no event later than 48 hours after receipt) notify the Purchasing Parties of any Competing Proposal and reaffirms the Company Recommendation. (g) As used in this Agreement, “Competing Proposal” shall mean any proposal or offer from any third party (other than a proposal or offer by Buyer it or any of its subsidiaries) relating toRepresentatives receives, or any inquiry that would reasonably be expected to lead to including in such notice the name of the Person submitting the Competing Proposal and the material terms and conditions of the Competing Proposal (i) a mergerincluding, consolidationif applicable, recapitalization, liquidation, dissolution, joint venture, binding share exchange, business combination or similar transaction involving the Company or any of its significant subsidiaries pursuant to which any person or the stockholders copies of any person would own twenty-five percent written requests, proposals or offers, including term sheets and proposed agreements) and thereafter the Seller shall keep the Purchasing Parties informed, on a reasonably prompt and current basis (25%) which shall be considered in light of the circumstances of such proposal or more offer and the time by which the Purchasing Parties have the opportunity to respond), of the status and terms of any class such Competing Proposal (including any amendments thereto). The Seller shall not enter into any Contract with any Person that prohibits the Seller from complying with this Section 7.20(e). It is understood that if the Seller receives a Competing Proposal, upon notification to the Purchasing Parties of equity securities such Competing Proposal it shall also disclose to the Purchasing Parties whether or not it intends to publicly disclose such Competing Proposal and, if the Seller does not publicly disclose such Competing Proposal (or indicate that such Competing Proposal will be disclosed in the Proxy Statement) within five Business Days of being requested to do so by the Company or any of its significant subsidiaries or of any resulting parent company of Purchasing Parties, then the Company; or (ii) any direct or indirect acquisition or purchase by any person, in one transaction or a series of transactions, that would constitute twenty-five percent (25%) or more of the revenues, net income or assets of the Company and its subsidiaries, taken as a whole (but exclusive of CPEX), or twenty-five percent (25%) or more of any class of equity securities of the Company or any of its significant subsidiariesPurchasing Parties may publicly disclose such Competing Proposal.

No Solicitation of Competing Proposal. (a) From and after the date of this Agreement until the earlier of the Effective Time Initial Closing or the date, if any, on which this Agreement is terminated pursuant to Section 8.1, and except as otherwise provided for in this Agreement (including the other subsections of this Section 6.6), the Company agrees that neither it shall not, nor shall it authorize or knowingly permit any of its RepresentativesSubsidiaries shall, or any of and that it shall direct and use its subsidiaries, affiliates or any of their respective commercially reasonable efforts to cause the Company Representatives not to, directly or indirectly: (i) solicit, initiate or knowingly take action to facilitate or encourage (including by way of providing material nonpublic information)) any inquiries, proposals or offers with respect to, or agree tothe making or completion of, approve or endorse, any a Competing Proposal, (ii) enter into, continue engage or otherwise participate in any negotiations regarding, or furnish or cause to be furnished to any person Person any material nonpublic information relating to the Company or any of its Subsidiaries in connection with, or have any discussions with respect any Person relating to, a Competing Proposal, or otherwise knowingly take action to encourage or facilitate any effort or attempt to make or implement, any Competing Proposal, (iii) enter intoapprove or recommend, continue or otherwise engage in discussions with any person with respect to, propose publicly to approve or recommend any Competing Proposal, (iv) approve or recommend any Competing Proposalrecommend, (v) or publicly announce an intention to approve or recommend, or enter into into, any letter of intent or similar document or any agreement or commitment providing for or relating to (x) facilitate or consummate any Competing Proposal, (y) approve Proposal or endorse any Competing Proposal, (z) in connection with any Competing Proposal, require it requiring the Company to abandon, terminate or fail to consummate the Merger, transactions contemplated hereby or breach its obligations hereunder or (vi) amend amend, terminate, waive or fail to enforce, or grant any waiver consent under, any confidentiality, standstill or release similar agreement. Any violation of the foregoing restrictions by any Subsidiary of the Company or approve any transaction or redeem any Company Rights under the Company Rights Agreement, except in connection with the transactions contemplated by this Agreement, or (vii) resolve, propose or agree Representative shall be deemed to take any of the actions prohibited by clauses (i) through (vi) be a breach of this sentence. Section 5.7 by the Company. (b) The Company shall, and shall cause each of its RepresentativesSubsidiaries to, subsidiaries, affiliates and their respective shall direct and use its commercially reasonable efforts to cause each of the Company Representatives to, immediately cease and cause to be terminated all any existing solicitations, discussions or negotiations with respect to any person conducted heretofore by the Company, any of its subsidiaries or affiliates or their respective Representatives Person with respect to any a Competing Proposal, and shall demand . (c) Notwithstanding the return or destruction of any information previously provided with respect to such activities, discussions or negotiations, subject to the restrictions limitations set forth in any applicable confidentiality agreements. Notwithstanding anything Section 5.7(a), if after the date of this Agreement and prior to the contrary contained herein, Company Shareholders Meeting the Company shall be permitted to terminate, amend, modify, waive or fail to enforce any provision of any “standstill” or similar obligation of any person in order that such person may submit receives a bona fide written Competing Proposal if which did not result from or arise in connection with a breach of Sections 5.7(a) or 5.7(b), and (i) which constitutes a Superior Proposal or (ii) which the board Board of directors Directors of the Company determines in good faith faith, after consultation with the Company’s outside legal and financial advisors that failure to take such action would be inconsistent with the directors’ exercise of their fiduciary duties to the Company’s stockholders under applicable Law. (b) Notwithstanding the limitations set forth in Section 6.6(a)advisors, if the Company receives a bona fide written Competing Proposal that the board of directors of the Company determines in good faith after consultation with the Company’s outside legal and financial advisors (i) constitutes a Superior Proposal or (ii) could reasonably be expected to result in a Superior Proposal, the Company maymay take the following actions: (A) furnishing nonpublic information with respect to the Company and its Subsidiaries to the Person making such Competing Proposal and (B) engaging in discussions or negotiations with the Person with respect to the Competing Proposal, if provided that in the case of clause (A), prior to so furnishing such information, the Company and such Person enter into a confidentiality agreement that is no less restrictive of and no more favorable to such Person than the terms of the Confidentiality Agreement, dated November 19, 2010, by and between Daroth Capital Advisors LLC, as representative of the Company, and Columbus Nova are to Columbus Nova; provided, however, that as promptly as reasonably practicable following the Company taking such actions as described in clauses (A) or (B) above (and in any event within 24 hours thereof), the Company shall provide written notice to the Purchaser of such Competing Proposal or the determination of the Board of Directors of the Company as provided for in clause (ii) above, as applicable, and the Company shall promptly provide to the Purchaser an executed copy of such confidentiality agreement and provide or make available to the Purchaser any non-public information concerning the Company or any of its board Subsidiaries that is being provided to the Person making such Competing Proposal or its representatives which was not previously provided or made available to the Purchaser. (d) Neither the Board of directors Directors of the Company nor any committee thereof shall withdraw, qualify or modify the Company Recommendation in a manner adverse to the Purchaser, or publicly propose to do so, or make any other public statement in connection with the Company Shareholders Meeting or otherwise which is inconsistent with the Company Recommendation (any of the foregoing, a “Change in Recommendation”) or approve or recommend or publicly propose to approve or recommend, any Competing Proposal. Notwithstanding the foregoing and the limitations set forth in Section 5.7(a), if, prior to receipt of the Requisite Shareholder Approvals, the Board of Directors of the Company determines in good faith faith, after consultation with the Company’s outside legal and financial advisors that failure to take such action would be inconsistent with its fiduciary duties under applicable Lawadvisors, and subject to compliance with Section 6.6(e), take the following actions: (x) furnish nonpublic information with respect to the Company and its subsidiaries to the third party making such Competing Proposal and (y) engage in discussions or negotiations with the third party with respect to the Competing Proposal, in each case if, and only if, (A) all such information has previously been provided to Buyer or is provided to Buyer prior to or substantially concurrent with the time it is provided to such third party and (B) prior thereto, the Company and such third party enter into a confidentiality and standstill with such person that contains confidentiality and standstill provisions that are no less favorable in the aggregate to the Company than those contained in the Confidentiality Agreement (an “Acceptable Confidentiality Agreement”). (c) Except as set forth in Section 6.6(d), neither the board of directors of the Company nor any committee thereof shall (i)(A) change, qualify, withhold or withdraw, or publicly propose to change, qualify, withhold or withdraw the Company Recommendation or (B) recommend, adopt or approve, or propose publicly to recommend, adopt or approve, any Competing Proposal (any action described in this clause (i) being referred to as a “Change of Recommendation”) or (ii) approve or recommend, or propose to approve or recommend, or allow the Company or any of its affiliates to execute or enter into, any letter of intent, memorandum of understanding, agreement in principle, merger agreement, acquisition agreement, option agreement, joint venture agreement, partnership agreement or other similar agreement constituting or related to, any Competing Proposal (other than an Acceptable Confidentiality Agreement referred to in Section 6.6(b)) (each of the documents referred to in this clause (ii) shall be an “Acquisition Agreement”). (d) Notwithstanding the provisions of Section 6.6(c), if at any time prior to obtaining the Requisite Stockholder Approval, the board of directors of the Company has concluded in good faith (after consultation with the Company’s outside legal and financial advisors and after complying with and giving effect to all proposed adjustments to this Agreement offered by Buyer pursuant to this Section 6.6(d)) (i)(x) in response to a bona fide written Competing Proposal that was unsolicited, that such proposal is a Superior Proposal, and (y) that the failure of the board of directors of the Company to changewithdraw, qualify, withhold qualify or withdraw modify the Company Recommendation would be inconsistent with the directorsBoard of Directors’ exercise of their fiduciary duties to the Company’s stockholders under applicable Law, or (ii) in the absence of a Competing Proposal, the failure of the board of directors of the Company to take such action would be inconsistent with the directors’ exercise of their fiduciary duties to the Company’s stockholders shareholders under applicable Law, the board Board of directors Directors of the Company maymay effect a Change in Recommendation and, subject to complying with Section 8.2(a), (1) change, qualify, withhold or withdraw the Company Recommendation and/or (2) in the case of clause (i) of this sentencea Superior Proposal, terminate this Agreement to enter into a binding written definitive agreement with respect to such Superior Proposal in accordance with Section 8.1(g); provided, Article VIII (it being understood and agreed that this Agreement may not be terminated in such case unless the Company shall not terminate this Agreement pursuant to the foregoing clause (2) and any purported termination pursuant to the foregoing clause (2) shall be void and of no force or effect unless, in advance of or concurrently with such termination, the Company (X) pays the Company Purchaser the Termination Fee, Fee as required by Section 8.2, and (Y) simultaneously with such termination enters into an Acquisition Agreement with respect to a Competing Proposal and terminates this Agreement pursuant to Section 8.1(g); provided, further however, that prior to taking (i) the Company is not in material breach of any of the actions described in clauses (i) terms of this Agreement and (ii) if such Change in Recommendation is made at a time when a Competing Proposal has been made or is the result of this sentencea Superior Proposal, the Company shall have given Buyer at least first (A) provided three (3) business days’ Business Days prior written notice (such notice, a “Notice of Superior Proposal”) to the Purchaser that it is prepared to effect a Change in Recommendation in response to a Superior Proposal and specifying the reasons therefor, including the terms and conditions of the Superior Proposal that is the basis of the proposed Change in Recommendation, and the identity of the Person making the proposal (it being understood and agreed that any amendment to the financial terms or any material amendment to the amount or form any other material term of consideration of the any such Superior Proposal shall require a new notice Notice of Superior Proposal and a new three Business Day period), (3B) business day period) of provided to the material terms of Purchaser all materials and information delivered or made available to the Person making any Superior Proposal and the Company’s intention to accept in connection with such Superior Proposal, and the Company shall, (C) during such three (3) business day Business Day period, negotiate in if requested by the Purchaser, engaged in, and caused its financial and legal advisors to engage in, good faith negotiations with Buyer the Purchaser to make such adjustments to the Merger Consideration and other terms and conditions of amend this Agreement in such a manner that any Competing Proposal which was determined to be a Superior Proposal no longer is a Superior Proposal and (D) at the end of such applicable period, such Competing Proposal would no longer has not been withdrawn and continues to constitute a Superior Proposal. The board of directors of the Company shall promptly consider in good faith Proposal (in consultation with its outside legal counsel and financial advisors) taking into account any proposed alteration of changes to the terms of this Agreement or the Merger proposed by Buyer in response to any Competing the Purchaser following a Notice of Superior Proposal, as a result of the negotiations contemplated by clause (C) or otherwise). (e) In addition to the obligations of the The Company set forth in Section 6.6(a), (b) and (c), the Company shall promptly (but and in any event within 24 hours hours) shall advise the Purchaser orally and in writing of receipt) notify Buyer the receipt of any (i) any Competing Proposal, (ii) any request for non-public information relating to the Company or its Subsidiaries, other than requests for information that could not reasonably be expected to relate to or result in a Competing Proposal, or (iii) any inquiry or request for discussions or negotiations regarding a Competing Proposal, including in each case the identity of the Person making any such Competing Proposal or indication, inquiry or request and the material terms and conditions of any such Competing Proposal or indication, inquiry or request (including copies of any material changes thereto), and (iii) the identity of the person making any document or correspondence evidencing such Competing ProposalProposal or indication, inquiry or request). The Company shall promptly provide to Buyer keep the Purchaser informed on a reasonably current basis of any non-public information concerning the Company provided to any other person in connection with any Competing Proposal that was not previously provided to Buyer and any such non-public information shall be held by Buyer subject material change to the terms of the Confidentiality Agreementany such Competing Proposal or indication, inquiry or request. (f) Nothing contained in this Section 6.6 Agreement shall prohibit the Company or the board Board of directors Directors of the Company from (i) disclosing to the Company’s stockholders shareholders a position contemplated by Rules 14d-9 and 14e-2(a) promulgated under the Exchange Act; provided that any disclosure other than a “stop, look and listen” communication to the shareholders of the Company pursuant to Rule 14d-9(f) promulgated under the Exchange Act shall be deemed to be a Change in Recommendation unless the Board of Directors of the Company expressly rejects the applicable Competing Proposal and expressly reaffirms the Company Recommendation contemporaneously with such disclosure; or (ii) making any disclosure to its stockholders if the board of directors shareholders of the Company has reasonably determined if, in the good faith, faith judgment of the Board of Directors (after consultation with outside legal counsel), that the failure to do so make such disclosure would be inconsistent with any its obligations under applicable Law. The disclosures under ; provided, however, that this Section 6.6(fclause (ii) shall not be deemed to permit the Board of Directors to make a basis, Change in themselves, for Buyer Recommendation or take any of the actions referred to terminate this Agreement pursuant in 5.7(d) except to the extent permitted by Section 8.1(f) so long as any such disclosure rejects any Competing Proposal and reaffirms the Company Recommendation5.7(d). (g) As used in this Agreement, “Competing Proposal” shall mean any proposal or offer from any third party (other than a proposal or offer by Buyer or any of its subsidiaries) relating to, or any inquiry that would reasonably be expected to lead to (i) a merger, consolidation, recapitalization, liquidation, dissolution, joint venture, binding share exchange, business combination or similar transaction involving the Company or any of its significant subsidiaries pursuant to which any person or the stockholders of any person would own twenty-five percent (25%) or more of any class of equity securities of the Company or any of its significant subsidiaries or of any resulting parent company of the Company; or (ii) any direct or indirect acquisition or purchase by any person, in one transaction or a series of transactions, that would constitute twenty-five percent (25%) or more of the revenues, net income or assets of the Company and its subsidiaries, taken as a whole (but exclusive of CPEX), or twenty-five percent (25%) or more of any class of equity securities of the Company or any of its significant subsidiaries.

No Solicitation of Competing Proposal. (a) From and after the date of this Agreement until the earlier of the Effective Time or the date, if any, on which this Agreement is terminated pursuant to Section 8.1, and except as otherwise provided for in this Agreement (including the other subsections of this contemplated by Section 6.66.5(b), the Company agrees that neither it nor any subsidiary of the Company shall, and that it shall not, nor shall it authorize or knowingly permit any of use its Representatives, or any of reasonable best efforts to cause its subsidiaries, affiliates or any of and their respective Representatives not to, directly or indirectly: (i) solicit, initiate initiate, assist or knowingly facilitate or encourage (including by way of providing material nonpublic information), any person or agree to, approve or endorsegroup in respect of, any Competing Proposal, (ii) enter into, continue engage or otherwise participate in any negotiations regarding, or furnish to any person any material nonpublic information with respect to, or that could reasonably be expected to lead to, any Competing Proposal, (iii) enter into, continue engage or otherwise engage participate in discussions with any person with respect to, to any Competing Proposal, (iv) approve approve, endorse or recommend or propose publicly to approve, endorse or recommend any Competing Proposal, or (v) approve, endorse or recommend or publicly announce an intention to approve, endorse or recommend, or enter into any letter of intent or similar document or any agreement or commitment providing for, or that could reasonably be expected to (x) facilitate or consummate lead to, any Competing Proposal, (y) approve . Without limiting the foregoing it is understood that any violation of the foregoing restrictions by any subsidiary of the Company or endorse any Competing Proposal, (z) in connection with any Competing Proposal, require it to abandon, terminate or fail to consummate the Merger, (vi) amend or grant any waiver or release or approve any transaction or redeem any Company Rights under the Company Rights Agreement, except in connection with the transactions contemplated by this Agreement, or (vii) resolve, propose or agree Representatives shall be deemed to take any of the actions prohibited by clauses (i) through (vi) be a breach of this sentence. Section 6.6 by the Company. (b) The Company shall, and shall cause each of its Representativessubsidiaries to, subsidiaries, affiliates and shall use its reasonable best efforts to cause each of its subsidiaries and their respective Company Representatives to, immediately cease and cause to be terminated all any existing solicitations, discussions or negotiations with respect to any person conducted heretofore by (other than the Company, any of its subsidiaries parties hereto) that has made or affiliates or their respective Representatives with respect indicated an intention to any make a Competing Proposal, and shall demand the return or destruction of . (c) Notwithstanding any information previously provided with respect to such activities, discussions or negotiations, subject to the restrictions limitations set forth in any applicable confidentiality agreements. Notwithstanding anything to the contrary contained hereinthis Agreement, if the Company shall be permitted to terminate, amend, modify, waive or fail to enforce any provision of any “standstill” or similar obligation of any person in order that such person may submit a receives an unsolicited Competing Proposal if that (i) did not result from a violation of Section 6.6(a) or (b) and (ii) the board Board of directors Directors of the Company determines in good faith after consultation with the Company’s 's outside legal and financial advisors that failure to take such action would be inconsistent with the directors’ exercise of their fiduciary duties to the Company’s stockholders under applicable Law. (b) Notwithstanding the limitations set forth in Section 6.6(a), if the Company receives a bona fide written Competing Proposal that the board of directors of the Company determines in good faith after consultation with the Company’s outside legal and financial advisors (i) constitutes a Superior Proposal or (ii) could reasonably be expected to result result, after the taking of any of the actions referred to in either of clause (x) or (y) below, in a Superior Proposal, the Company maymay at any time prior to the receipt of the Requisite Stockholder Approval, if its board of directors determines for so long as the Company is in good faith after consultation with the Company’s outside legal and financial advisors that failure to take such action would be inconsistent compliance with its fiduciary duties obligations under applicable Law, and subject to compliance with this Section 6.6(e)6.6, take the following actions: (x) furnish nonpublic information with respect to the Company and its subsidiaries to the third party making such Competing Proposal Proposal, if, and only if, such information has previously or contemporaneously been provided to Buyer and prior to so furnishing such information, the Company receives from the third party an executed confidentiality agreement substantially in the form of, and with terms at least as restrictive of such third party as, the Confidentiality Agreement is of Buyer (including with respect to the standstill provisions thereof but subject to the exception set forth in the last sentence of Section 6.5(b)) and (y) engage or participate in discussions or negotiations with the such third party with respect to the Competing Proposal; provided, however, that as promptly as reasonably practicable following the Company taking such actions as described in each case if, and only if, clauses (Ax) all such information has previously been provided to Buyer or is provided to Buyer prior to or substantially concurrent with the time it is provided to such third party and (By) prior theretoabove (and in any event within 48 hours), the Company and shall provide written notice to Buyer of such third party enter into a confidentiality and standstill with such person that contains confidentiality and standstill provisions that are no less favorable in determination of the aggregate to Board of Directors of the Company than those contained as provided for in the Confidentiality Agreement clause (an “Acceptable Confidentiality Agreement”)ii) above, as applicable. (cd) Except as set forth in Section 6.6(d), neither Neither the board Board of directors Directors of the Company nor any committee thereof shall (i)(Ai) change, qualify, withhold or withdraw, qualify or publicly propose to change, qualify, withhold or withdraw the Company Recommendation or (B) recommend, adopt or approvemodify, or propose publicly to recommendwithdraw, adopt modify or approvequalify, any Competing Proposal (any action described in a manner adverse to Buyer or Acquisition Sub, its approval of this clause (i) being referred to as a “Change of Recommendation”) Agreement or the Company Recommendation or (ii) approve or recommend, or propose publicly to approve or recommend, or allow resolve to approve or recommend, any Competing Proposal; (iii) take any action to render the Company Rights Agreement inapplicable to any third person; or any of its affiliates to execute or (iv) enter into, into any letter of intent, memorandum of understanding, agreement in principle, merger agreement, acquisition agreement, option agreement, joint venture agreement, partnership agreement or other similar agreement constituting or related to, relating to any Competing Proposal or (other than an Acceptable Confidentiality Agreement referred v) release any third party from any confidentiality agreement (in the context of a Competing Proposal) or standstill agreement to in which the Company is a party or fail to enforce to the fullest extent possible, or grant any waiver, request or consent to any Competing Proposal under, any such agreement (each, a "Change of Recommendation", except as provided or permitted by Section 6.6(b)) (each of the documents referred to in 6.5 and this clause (ii) shall be an “Acquisition Agreement”)Section 6.6. (de) Notwithstanding the provisions of Section 6.6(c), if at any time If prior to obtaining the receipt of the Requisite Stockholder Approval, either: (i) the board Company receives an unsolicited Competing Proposal, the Company is otherwise in compliance with its obligations under this Section 6.6 and the Board of directors Directors of the Company has concluded determines in good faith (after consultation with the Company’s outside legal and financial advisors and after complying with and giving effect to all proposed adjustments to this Agreement offered by Buyer pursuant to this Section 6.6(d)) (i)(x) in response to a bona fide written that such Competing Proposal that was unsolicited, that such proposal is constitutes a Superior Proposal, and or (yii) other than in connection with a Competing Proposal, if the Board of Directors of the Company determines in good faith after consultation with the Company’s outside advisors that the failure of the board Board of directors Directors of the Company to change, qualify, withhold or withdraw the Company Recommendation would be inconsistent with the directors’ exercise of their fiduciary duties to the Company’s stockholders under applicable Law, or (ii) in then the absence Board of a Competing Proposal, the failure of the board of directors Directors of the Company to take such action would be inconsistent with the directors’ exercise of their fiduciary duties to the Company’s stockholders under applicable Law, the board of directors of the Company may, subject to complying with Section 8.2(a), (1) may change, qualify, withhold or withdraw the Company Recommendation and/or (2) in the case a "Permitted Change of clause (i) of this sentence, terminate this Agreement to enter into a binding written agreement with respect to such Superior Proposal in accordance with Section 8.1(gRecommendation"); provided, that the Company shall not terminate this Agreement pursuant to the foregoing clause (2) and any purported termination pursuant to the foregoing clause (2) shall be void and of no force or effect unless, in advance of or concurrently with such termination, the Company (X) pays the Company Termination Fee, as required by Section 8.2, and (Y) simultaneously with such termination enters into an Acquisition Agreement with respect to a Competing Proposal and terminates this Agreement pursuant to Section 8.1(g); provided, further that prior to taking any of the actions described in clauses clause (i), (x) and (ii) of this sentence, the Company shall have given Buyer at least three first (3A) business days’ provided five Business Days' prior written notice (a "Notice of Superior Proposal") to Buyer that it is prepared to effect a Permitted Change of Recommendation in response to a Superior Proposal and specifying the reasons therefor, including the terms and conditions of the Superior Proposal that are the basis of such proposed Permitted Change of Recommendation, and the identity of the person making such proposed Superior Proposal (it being understood and agreed that any amendment to the financial terms or any material amendment to the amount or form any other material term of consideration of the any such Superior Proposal shall require a new notice Notice of Superior Proposal and a new three five Business Day period), (3B) business day period) provided to Buyer all materials and information delivered or made available to the person or group of the material terms of the Superior Proposal and the Company’s intention to accept persons making such proposed Superior Proposal, and the Company shall, (C) during such three (3) business day five Business Day period, negotiate if requested by Buyer, engaged in good faith negotiations with Buyer to make such adjustments to the Merger Consideration and other terms and conditions of amend this Agreement in such a manner that such any Competing Proposal which was determined to be a Superior Proposal would no longer constitute a Superior Proposal. The board Proposal and (y) at the end of directors such five Business Day Period (or at such earlier time following receipt of a Notice of Superior Proposal that Buyer notifies the Company shall promptly consider that it is not interested in good faith pursuing further negotiations to amend this Agreement), such Competing Proposal has not been withdrawn and continues to constitute a Superior Proposal (in consultation with its outside legal counsel and taking into account any changes, which have not been withdrawn, to the financial advisors) any proposed alteration of the terms of this Agreement or the Merger proposed by Buyer in response to any Competing following a Notice of Superior Proposal, as a result of the negotiations required by clause (C) or otherwise). (ef) In addition to the obligations of the Company set forth in Section 6.6(a), (b) and (c), the The Company shall advise Buyer promptly (but and in any event within 24 hours 48 hours) of receipt) notify Buyer of any (i) any Competing Proposal or indication or inquiry with respect to or that would reasonably be expected to lead to any Competing Proposal, (ii) any request for non-public information relating to the material terms and conditions of any such Company or its subsidiaries, other than requests for information not reasonably expected to be related to a Competing Proposal (including any material changes thereto)Proposal, and (iii) any inquiry or request for discussion or negotiation regarding a Competing Proposal, including in each case the identity of the person making any such Competing ProposalProposal or indication or inquiry and the material terms of any such Competing Proposal or indication or inquiry. The Company shall promptly provide to keep Buyer reasonably informed on a reasonably current basis of any non-public information concerning the Company provided to any other person in connection with any Competing Proposal that was not previously provided to Buyer and any such non-public information shall be held by Buyer subject material change to the terms of the Confidentiality Agreementany such Competing Proposal or indication or inquiry. (fg) Notwithstanding the limitations set forth in this Section 6.6, and in accordance with Section 6.6(e)(i), if the Board of Directors of the Company has effected a Permitted Change of Recommendation in compliance with the requirements of Section 6.6(e)(i) and is not in breach of this Section 6.6, then the Board of Directors of the Company may cause the Company or any of its subsidiaries to enter into a binding written agreement (a "Superior Proposal Agreement") with respect to any such Superior Proposal and terminate this Agreement in accordance with Section 8.1(g). (h) Nothing contained in this Section 6.6 Agreement shall prohibit the Company or the board Board of directors Directors of the Company from (i) disclosing to the Company’s 's stockholders a position contemplated by Rules 14d-9 and 14e-2(a) promulgated under the Exchange Act or (ii) making any disclosure to its stockholders if the board Board of directors Directors of the Company has reasonably determined in good faith, after consultation with outside legal counseladvisors, that the failure to do so would be inconsistent with any applicable Law. The ; provided that if such disclosures under this Section 6.6(f) have the effect of causing a Change of Recommendation, Buyer shall not be a basis, in themselves, for Buyer have the right to terminate this Agreement pursuant to Section 8.1(f) so long as any such disclosure rejects any Competing Proposal and reaffirms the Company Recommendation8.1(h). (gi) As used in this Agreement, “"Competing Proposal” " shall mean any proposal offer or offer from any third party (other than a proposal or offer by Buyer or any of its subsidiaries) relating toproposal, or any inquiry that would reasonably be expected to lead to (i) indication of interest in making an offer or proposal, made in writing by a merger, consolidation, recapitalization, liquidation, dissolution, joint venture, binding share exchange, business combination or similar transaction involving the Company or any of its significant subsidiaries pursuant to which any person or the stockholders group at any time which is structured to permit such person or group to acquire beneficial ownership of any person would own twenty-five at least fifteen percent (2515%) or more of any class of equity securities of the Company assets of, equity interest in, or any of its significant subsidiaries or of any resulting parent company of the Company; or (ii) any direct or indirect acquisition or purchase by any personbusinesses of, in one transaction or a series of transactions, that would constitute twenty-five percent (25%) or more of the revenues, net income or assets of the Company and its subsidiaries, subsidiaries taken as a whole (but exclusive whole, pursuant to a merger, recapitalization, consolidation or other business combination, sale of CPEX)shares of capital stock, sale of assets, tender offer or twentyexchange offer or similar transaction, including any single or multi-five percent (25%) step transaction or more series of any class of equity securities of related transactions, in each case other than the Company or any of its significant subsidiariesMerger.

No Solicitation of Competing Proposal. (a) From Subject to Section 6.6(b), from and after the date of this Agreement until the earlier of the Effective Time or the date, if any, on which this Agreement is terminated pursuant to Section 8.1, and except as otherwise provided for in this Agreement (including the other subsections of this Section 6.6), the Company agrees that neither it shall notnor any Subsidiary of the Company will, nor shall and that it authorize or knowingly permit any of will use its Representatives, or any of commercially reasonable efforts to cause its subsidiaries, affiliates or any of and their respective Representatives not to, directly or indirectly: (i) solicit, initiate or knowingly initiate, facilitate or encourage (including by way the making of providing material nonpublic information)any proposal that constitutes, or agree could reasonably be expected to lead to, approve or endorse, any a Competing Proposal, (ii) enter into, continue into or otherwise participate in any discussions or negotiations regardingwith, or furnish to any person disclose or provide any material nonpublic information with respect concerning the Company or its Subsidiaries (or otherwise afford access to the properties, books or records of the Company or its Subsidiaries) to, any Person with respect to a Competing Proposal, or (iii) enter intogrant any waiver, continue release or otherwise engage in discussions with permission under any person with respect to, any Competing Proposal, (iv) approve or recommend any Competing Proposal, (v) enter into any letter of intent standstill or similar document or any agreement or commitment to (x) facilitate or consummate any Competing Proposal, (y) approve or endorse any Competing Proposal, (z) in connection with any Competing Proposal, require it to abandon, terminate or fail to consummate the Merger, (vi) amend or grant any waiver or release or approve any transaction or redeem any Company Rights under which the Company Rights Agreement, except is a party (including any such agreement entered into in connection with the transactions contemplated solicitation of proposals by this AgreementNorth Point Advisors in connection with the Auction Process) to any Person who has made, or (vii) resolvehad disclosed to the Company that is considering making, propose or agree a Competing Proposal. Subject to take any of Section 6.6(b), the actions prohibited by clauses (i) through (vi) of this sentence. The Company and its Subsidiaries shall, and the Company shall use its commercially reasonable efforts to cause its Representatives, subsidiaries, affiliates and their respective Affiliates and Representatives to, immediately cease and cause to be terminated all existing solicitations, discussions or negotiations with respect to any person activities that would otherwise be a violation of this heretofore conducted heretofore by the Company, any of Company or its subsidiaries or affiliates or their respective Representatives with respect to any Competing Proposal, and shall demand the return or destruction of any information previously provided with respect to such activities, discussions or negotiations, subject to the restrictions set forth in any applicable confidentiality agreements. Notwithstanding anything to the contrary contained herein, the Company shall be permitted to terminate, amend, modify, waive or fail to enforce any provision of any “standstill” or similar obligation of any person in order that such person may submit a Competing Proposal if the board of directors of the Company determines in good faith after consultation with the Company’s outside legal and financial advisors that failure to take such action would be inconsistent with the directors’ exercise of their fiduciary duties to the Company’s stockholders under applicable Law. (b) Notwithstanding the limitations set forth in Section 6.6(a), if if, after the date of this Agreement, the Company receives a bona fide written Competing Proposal which was either (i) unsolicited or (ii) solicited prior to the date of this Agreement (provided that such proposal was not re-solicited at any time following the board date of directors this Agreement) and which the Board of the Company Directors determines in good faith after consultation with the Company’s outside legal counsel and North Point Advisors (or another financial advisors advisor of nationally recognized reputation) (i) constitutes a Superior Proposal is or (ii) could reasonably be expected to result in a Superior Proposal, and (ii) that the Company may, if its board of directors determines in good faith after consultation with the Company’s outside legal and financial advisors that failure to take such action would be reasonably likely to be inconsistent with its fiduciary duties under applicable Law, and subject to compliance with Section 6.6(e), take the following actions: (x) furnish nonpublic information with respect to the Company and its subsidiaries to the third party making such Competing Proposal and (y) engage in discussions or negotiations with the third party with respect to the Competing Proposal, in each case if, and only if, (A) all such information has previously been provided to Buyer or is provided to Buyer prior to or substantially concurrent with the time it is provided to such third party and (B) prior thereto, the Company and such third party enter into a confidentiality and standstill with such person that contains confidentiality and standstill provisions that are no less favorable in the aggregate to the Company than those contained in the Confidentiality Agreement (an “Acceptable Confidentiality Agreement”). (c) Except as set forth in Section 6.6(d), neither the board of directors of the Company nor any committee thereof shall (i)(A) change, qualify, withhold or withdraw, or publicly propose to change, qualify, withhold or withdraw the Company Recommendation or (B) recommend, adopt or approve, or propose publicly to recommend, adopt or approve, any Competing Proposal (any action described in this clause (i) being referred to as a “Change of Recommendation”) or (ii) approve or recommend, or propose to approve or recommend, or allow the Company or any of its affiliates to execute or enter into, any letter of intent, memorandum of understanding, agreement in principle, merger agreement, acquisition agreement, option agreement, joint venture agreement, partnership agreement or other similar agreement constituting or related to, any Competing Proposal (other than an Acceptable Confidentiality Agreement referred to in Section 6.6(b)) (each of the documents referred to in this clause (ii) shall be an “Acquisition Agreement”). (d) Notwithstanding the provisions of Section 6.6(c), if at any time prior to obtaining the Requisite Stockholder Approval, the board of directors of the Company has concluded in good faith (after consultation with the Company’s outside legal and financial advisors and after complying with and giving effect to all proposed adjustments to this Agreement offered by Buyer pursuant to this Section 6.6(d)) (i)(x) in response to a bona fide written Competing Proposal that was unsolicited, that such proposal is a Superior Proposal, and (y) that the failure of the board of directors of the Company to change, qualify, withhold or withdraw the Company Recommendation would be inconsistent with the directors’ exercise of their fiduciary duties to the Company’s stockholders under applicable Law, or (ii) in the absence of a Competing Proposal, the failure of the board of directors of the Company to take such action would be inconsistent with the directors’ exercise of their fiduciary duties to the Company’s stockholders under applicable Law, the board Company may: (x) disclose or provide nonpublic information to the Person making such Competing Proposal, (subject to the prior execution by such Person of directors of a confidentiality agreement on customary terms, including a standstill comparable in all respects to the provisions required by the Company mayin connection with the Auction Process) and (y) engage in discussions or negotiations with such Person with respect to the Competing Proposal; provided, subject to complying with Section 8.2(a)however, (1) change, qualify, withhold or withdraw the Company Recommendation and/or that at least two (2) in the case of clause (i) of this sentence, terminate this Agreement to enter into a binding written agreement with respect to such Superior Proposal in accordance with Section 8.1(g); provided, that the Company shall not terminate this Agreement pursuant to the foregoing clause (2) and any purported termination pursuant to the foregoing clause (2) shall be void and of no force or effect unless, in advance of or concurrently with such termination, the Company (X) pays the Company Termination Fee, as required by Section 8.2, and (Y) simultaneously with such termination enters into an Acquisition Agreement with respect to a Competing Proposal and terminates this Agreement pursuant to Section 8.1(g); provided, further that calendar days prior to taking any of the such actions as described in clauses (ix) and (iiy) of this sentenceabove, the Company shall have given Buyer at least three (3) business days’ provide written notice (it being understood and agreed that any material amendment to the amount or form Parent of consideration such determination of the Superior Proposal shall require Board of Directors as provided above. (c) The Board of Directors has adopted a new notice resolution declaring that this Agreement is advisable and a new three (3) business day period) of the material terms of the Superior Proposal and recommending that the Company’s intention stockholders adopt this Agreement and approve the Merger (the “Company Board Recommendation”). The Board of Directors shall not (i) withdraw, qualify or modify, or propose publicly to accept such Superior Proposalwithdraw, and qualify or modify, in a manner adverse to Parent, the Company shallBoard Recommendation, during such three (3ii) business day period, negotiate in good faith with Buyer to make such adjustments recommend any Competing Proposal to the Merger Consideration and other terms and conditions stockholders of this Agreement such that such Competing Proposal would no longer constitute a Superior Proposal. The board of directors the Company, or (iii) cause or permit the Company or any Subsidiary of the Company shall promptly consider to enter into any letter of intent, agreement in good faith principle, or definitive agreement (in consultation with its outside legal counsel and financial advisorsx) any proposed alteration of the terms of this Agreement or the Merger proposed by Buyer in response relating to any Competing ProposalProposal (other than a confidentiality agreement on customary terms entered into in accordance with the provisions of Section 6.6(b)) or (y) requiring the Company to abandon, terminate or fail to consummate the Merger. (ed) In addition to Notwithstanding the obligations of the Company limitations set forth in Section 6.6(a), prior to obtaining the Requisite Stockholder Vote at the Stockholder Meeting (b) and (cor any adjournment or postponement thereof at which the vote on the adoption of this Agreement was taken), the Company shall promptly (but in any event within 24 hours Board of receipt) notify Buyer of any Directors may (i) Competing Proposalwithdraw, qualify or modify in a manner adverse to Parent the Company Board Recommendation (a “Change of Recommendation”), (ii) recommend a Superior Proposal to the material terms and conditions stockholders of any such Competing Proposal (including any material changes thereto)the Company, and or (iii) the identity of the person making any such Competing Proposal. The Company shall promptly provide to Buyer any non-public information concerning the Company provided to any other person in connection with any Competing Proposal that was not previously provided to Buyer and any such non-public information shall be held by Buyer subject to the terms of the Confidentiality Agreement. (f) Nothing contained in this Section 6.6 shall prohibit cause the Company or the board of directors any Subsidiary of the Company from (i) disclosing to enter into any letter of intent, agreement in principle or definitive agreement relating to a Superior Proposal, if, in any case, the Company’s stockholders a position contemplated by Rules 14d-9 and 14e-2(a) promulgated under the Exchange Act or (ii) making any disclosure to its stockholders if the board Board of directors of the Company has reasonably determined in good faithDirectors determines, after consultation with outside legal counsel, that the failure to do so take such action would be reasonably likely to be inconsistent with any its fiduciary duties to the Company’s stockholders under applicable Law. The disclosures under this Section 6.6(f) ; provided that concurrently with entering into any such letter of intent, agreement in principle or definitive agreement the Company shall not be a basis, in themselves, for Buyer to terminate this Agreement pursuant to Section 8.1(f8.1(e) so long as any such disclosure rejects any Competing Proposal and reaffirms pay the Company Recommendationamounts it is obligated to pay in accordance with Section 8.3(b). (ge) Nothing contained in this Section 6.6 shall prohibit the Company from taking and disclosing to its stockholders a position contemplated by Rule 14d-9 and Rule 14e-2(a) under the Exchange Act or complying with its disclosure obligations under the Exchange Act or its fiduciary duties under applicable Law. (f) As used in this Agreement, “Competing Proposal” shall mean any written bona fide proposal or offer from any third party (other than a proposal or offer by Buyer Parent or any of its subsidiariesSubsidiaries) relating to, or any inquiry that would reasonably be expected to lead to for (i) a merger, business combination, consolidation, recapitalization, liquidation, dissolution, joint venture, binding share exchange, business combination liquidation or similar transaction with or involving the Company or its Subsidiaries; (ii) the acquisition (through sale, lease or other disposition) by any Person of material portion of the assets or Business of the Company and its significant subsidiaries pursuant to which Subsidiaries, taken as a whole; (iii) the acquisition by any person or the stockholders Person of any person would own twenty-five twenty percent (2520%) or more of the issued and outstanding Company Common Stock (or preferred stock, options, warrants or convertible securities representing twenty percent (20%) of more of the votes attached to the issued and outstanding Company Common Stock); (iv) any tender offer or exchange offer that would, if consummated, result in any third party or group beneficially owning twenty percent (20%) of more of any class of equity securities of the Company or its Subsidiaries or (v) any transaction which is similar in form, substance or purpose to the any of its significant subsidiaries the foregoing transactions, or of any resulting parent company combination of the Company; or (ii) any direct or indirect acquisition or purchase by any person, in one transaction or a series of transactions, that would constitute twenty-five percent (25%) or more of the revenues, net income or assets of the Company and its subsidiaries, taken as a whole (but exclusive of CPEX), or twenty-five percent (25%) or more of any class of equity securities of the Company or any of its significant subsidiariesforegoing.

No Solicitation of Competing Proposal. (a) From Except as provided in this Section 5.21, from and after the date of this Agreement until the earlier of the Effective Time or Closing and the date, if any, on which this Agreement is terminated pursuant to Section 8.1, and except as otherwise provided for in this Agreement (including the other subsections of this Section 6.6)4.1, the Company agrees that it shall not, nor and that it shall it authorize or knowingly permit any of direct and use its Representativesreasonable best efforts to cause the Company’s directors, or any of its subsidiariesofficers, affiliates or any of their respective Representatives employees, agents, consultants and advisors not to, directly or indirectly: (i) , solicit, initiate initiate, encourage or knowingly facilitate any inquiries or encourage (including by way of providing material nonpublic information)proposals from, discuss or negotiate with, provide any information to, or agree to, approve consider the merits of any unsolicited inquiries or endorseproposals from, any Competing Proposal, (ii) enter into, continue or otherwise participate in any negotiations regarding, or furnish person relating to any person any material nonpublic information with respect to, any Competing Proposal, (iii) enter into, continue Acquisition Transaction or otherwise engage in discussions with any person with respect to, any Competing Proposal, (iv) approve or recommend any Competing Proposal, (v) enter into any letter of intent or similar document a potential Acquisition Transaction involving the Company or any agreement or commitment to (x) facilitate or consummate any Competing Proposal, (y) approve or endorse any Competing Proposal, (z) in connection with any Competing Proposal, require it to abandon, terminate or fail to consummate the Merger, (vi) amend or grant any waiver or release or approve any transaction or redeem any Company Rights under the Company Rights Agreement, except in connection with the transactions contemplated by this Agreement, or (vii) resolve, propose or agree to take any of the actions prohibited by clauses (i) through (vi) of this sentence. The Company shall, and shall cause its Representatives, subsidiaries, affiliates and their respective Representatives to, immediately cease and cause to be terminated all existing solicitations, discussions or negotiations with respect to any person conducted heretofore by the Company, any of its subsidiaries or affiliates or their respective Representatives with respect to any Competing Proposal, and shall demand the return or destruction of any information previously provided with respect to such activities, discussions or negotiations, subject to the restrictions set forth in any applicable confidentiality agreements. Notwithstanding anything to the contrary contained herein, the Company shall be permitted to terminate, amend, modify, waive or fail to enforce any provision of any “standstill” or similar obligation of any person in order that such person may submit a Competing Proposal if the board of directors of the Company determines in good faith after consultation with the Company’s outside legal and financial advisors that failure to take such action would be inconsistent with the directors’ exercise of their fiduciary duties to the Company’s stockholders under applicable LawSubsidiary. (b) Notwithstanding the limitations set forth in Section 6.6(a5.21(a), if after the date of this Agreement and prior to the approval of the Shareholder Proposals by the Company’s shareholders the Company receives an unsolicited proposal from a bona fide written Competing third party with respect to an Acquisition Transaction that was not directly or indirectly, after the date hereof, made, encouraged, facilitated, solicited, initiated or assisted by the Company or its directors, officers, employees, agents, consultants and advisors (an “Unsolicited Company Proposal”) which did not result from or arise in connection with a breach of Section 5.21(a) and which: (i) constitutes a Superior Proposal that (as defined in Section 5.21(h)); or (ii) which the board Board of directors Directors of the Company determines in good faith faith, after consultation with the Company’s outside legal and financial advisors (i) constitutes a Superior Proposal or (ii) advisors, could reasonably be expected to result result, after the taking of any of the actions referred to in either of clause (x) or (y) below, in a Superior Proposal, the Company may, if its board of directors determines in good faith after consultation with the Company’s outside legal and financial advisors that failure to take such action would be inconsistent with its fiduciary duties under applicable Law, and subject to compliance with Section 6.6(e), may take the following actionsactions after providing written notice to the Investor of such determination and the basis therefor: (x) furnish nonpublic information with respect to the Company and its subsidiaries the Company Subsidiaries to the third party making such Competing Proposal Unsolicited Company Proposal, if, and only if, prior to so furnishing such information, the Company and such third party enter into a confidentiality agreement (a “Third Party Confidentiality Agreement”) that is no less restrictive of and no more favorable to such third party or parties than the confidentiality agreement, dated as of June 5, 2012, between the Company and the Investor and (y) engage in discussions or negotiations with the third party with respect to the Competing Unsolicited Company Proposal; provided, in each case ifhowever, and only if, (A) all such information that the Company has previously been provided to Buyer or is provided to Buyer prior to or substantially concurrent complied with the time it is provided requirements of Section 5.21(d) with respect to such Unsolicited Company Proposal or such Superior Proposal. The Third Party Confidentiality Agreement shall provide that such third party shall pay any Termination Fee payable under Section 4.2 and (B) prior theretoany costs, the Company expenses and such third party enter into a confidentiality and standstill with such person that contains confidentiality and standstill provisions that are no less favorable in the aggregate to the Company than those contained in the Confidentiality Agreement (an “Acceptable Confidentiality Agreement”interest payable under Section 4.2(e). (c) Except as set forth in Section 6.6(d), neither Neither the board Board of directors Directors of the Company nor any committee thereof shall (i)(A) changewithdraw, qualify, withhold qualify or withdrawmodify the Board Recommendation in a manner adverse to the Investor, or publicly propose to change, qualify, withhold or withdraw the Company Recommendation or (B) recommend, adopt or approvedo so, or propose publicly to recommend, adopt take any other action or approve, make any Competing Proposal other public statement in connection with any meeting of the Company’s shareholders or otherwise which is inconsistent with the Board Recommendation (any action described in this clause (i) being referred to as of the foregoing, a “Change of in Recommendation”) or (ii) approve or recommend, recommend or publicly propose to approve or recommend, or allow any other Acquisition Transaction. Notwithstanding the Company or any of its affiliates to execute or enter into, any letter of intent, memorandum of understanding, agreement in principle, merger agreement, acquisition agreement, option agreement, joint venture agreement, partnership agreement or other similar agreement constituting or related to, any Competing Proposal (other than an Acceptable Confidentiality Agreement referred to foregoing and the limitations set forth in Section 6.6(b)) (each of the documents referred to in this clause (ii) shall be an “Acquisition Agreement”). (d) Notwithstanding the provisions of Section 6.6(c5.21(a), if at any time if, prior to obtaining receipt of approval by the Requisite Stockholder Approval, the board of directors shareholders of the Company has concluded of the Shareholder Proposals, the Board of Directors of the Company determines in good faith (faith, after consultation with the Company’s outside legal and financial advisors advisors, that, due to the existence of a Superior Proposal or an Unsolicited Company Proposal which the Board of Directors of the Company determines in good faith, after consultation with the Company’s outside legal and financial advisors, could reasonably be expected to result, after complying with and giving effect the taking of any of the actions referred to all proposed adjustments to this Agreement offered by Buyer pursuant to this in either of clause (x) or (y) of Section 6.6(d5.21(b)) (i)(x) , in response to a bona fide written Competing Proposal that was unsolicited, that such proposal is a Superior Proposal, and (y) that the failure Board of the board of directors Directors of the Company to change, qualify, withhold or withdraw and the Company may (1) effect a Change in Recommendation (provided that the Company may not effect a Change in Recommendation unless the Board determines in good faith, after consultation with the Company’s outside legal and financial advisors, that failure to effect such Change in Recommendation would be inconsistent with reasonably likely to constitute a breach by the directors’ exercise Board of their fiduciary duties to the Company’s stockholders under applicable Law, or (ii) in the absence of a Competing Proposal, the failure of the board of directors Directors of the Company to take such action would be inconsistent with the directors’ exercise of their its fiduciary duties to the Company’s stockholders under applicable Law, the board of directors of the Company may, subject to complying with Section 8.2(a), (1law) change, qualify, withhold or withdraw the Company Recommendation and/or (2) in the case of clause (i) of this sentencesolely with respect to a Superior Proposal, terminate this Agreement to enter into a binding written agreement with respect to such Superior Proposal in accordance with Section 8.1(g); provided, and terminate this Agreement (provided that the Company shall may not terminate this Agreement pursuant to the foregoing clause (2) ), and any purported termination pursuant to the foregoing clause (2) shall be void and of no force or effect unlesseffect, unless (X) the Board determines in good faith, after consultation with the Company’s outside legal and financial advisors, that failure to take such action would be reasonably likely to constitute a breach by the Board of Directors of the Company of its fiduciary duties under applicable law and (Y) in advance of or concurrently with such termination, termination the Company (X) pays or causes to be paid the Company Termination FeeFee to the Investor in accordance with Section 4.2(b)), as required by Section 8.2, and (Y) simultaneously with such termination enters into an Acquisition Agreement with respect to a Competing Proposal and terminates this Agreement pursuant to Section 8.1(g); provided, further that prior to taking any of the actions described in clauses (i) and (ii) of this sentence, but only if the Company shall have given Buyer at least three first: (3i) provided five business days’ prior written notice to the Investor that it is prepared to effect a Change in Recommendation in response to an Unsolicited Company Proposal or Superior Proposal or, as applicable, to enter into a binding written agreement with respect to the Superior Proposal and terminate this Agreement, and specifying the reasons therefor, including the terms and conditions of the Unsolicited Company Proposal or Superior Proposal, as applicable (it being understood including the most current version of any proposed agreement(s)), and agreed the identity of the person making the proposal; (ii) offered to provide to the Investor all material non-public information delivered or made available to the person making any Unsolicited Company Proposal or Superior Proposal in connection with such Unsolicited Company Proposal or Superior Proposal that was not previously delivered or made available to the Investor; (iii) provided to the Investor copies of documents relating to the Unsolicited Company Proposal or Superior Proposal provided to the Company by the person making the proposal (or provided by the Company to such person or their representatives), including the most current version of any proposed agreement or any other letter or other document containing such person’s proposal (and the Company’s response(s) thereto) and the terms and conditions thereof; and (iv) during such five business day period, if requested by the Investor, engaged in, and caused its financial and legal advisors to engage in, good faith negotiations with the Investor to amend this Agreement. The Company acknowledges and agrees that (i) any change to the financial terms or (ii) any material amendment change to the amount any other terms of an Unsolicited Company Proposal or form of consideration of the Superior Proposal shall require a new notice and a new three (3) business day period) of compliance with the material terms of the Superior Proposal and the Company’s intention to accept such Superior Proposal, and the Company shall, during such three (3) business day period, negotiate in good faith with Buyer to make such adjustments to the Merger Consideration and other terms and conditions of this Agreement such that such Competing Proposal would no longer constitute a Superior Proposal. The board of directors of the Company shall promptly consider in good faith (in consultation with its outside legal counsel and financial advisors) any proposed alteration of the terms of this Agreement or the Merger proposed by Buyer in response to any Competing Proposalforegoing provisions anew. (ed) In addition to the obligations of the Company set forth in Section 6.6(a), (b) and (c), the The Company shall notify the Investor orally and in writing promptly (but in no event later than one business day) after receipt by the Company, the Bank, or any event within 24 hours of receipt) notify Buyer their respective directors, officers, employees, representatives, agents or advisors of any (i) Competing Proposalproposal or offer from any person other than the Investor regarding an Acquisition Transaction or any request for non-public information by any person other than the Investor in connection with an Acquisition Transaction indicating, (ii) in connection with such notice, the name of such person and the material terms and conditions of any proposals or offers (including, if applicable, copies of any written requests, proposals or offers, including proposed agreements) and thereafter shall keep the Investor informed, on a current basis, of the status and terms of any such Competing Proposal proposals or offers (including any material changes amendments thereto), ) and (iii) the identity status of the person making any such Competing Proposal. The Company shall promptly provide to Buyer discussions or negotiations, including any non-public information concerning change in the Company provided to any other person in connection with any Competing Proposal that was not Company’s intentions as previously provided to Buyer and any such non-public information shall be held by Buyer subject to the terms of the Confidentiality Agreementnotified. (fe) Nothing contained in this Section 6.6 Agreement shall prohibit prevent the Company or the its board of directors of the Company from (iissuing as “stop, look and listen” communication pursuant to Rule 14d-9(f) disclosing to the Company’s stockholders a position contemplated by Rules 14d-9 and 14e-2(a) promulgated under the Exchange Act or (ii) complying with Rule 14d-9 and Rule 14e-2 under the Exchange Act with respect to an Acquisition Transaction or from making any disclosure to its stockholders the Company shareholders if the board Board of directors Directors of the Company has reasonably determined in good faith, (after consultation with outside legal counsel, ) concludes that the its failure to do so would be inconsistent with any its fiduciary duties under applicable Law. The disclosures under this . (f) Notwithstanding the limitations set forth in Section 6.6(f5.21(a) shall not be but subject to compliance with the terms and conditions of Section 5.21(b)-(d), if the Board of Directors has effected a basisChange in Recommendation in compliance with the requirements of Section 5.21(c), in themselves, for Buyer then the Board of Directors of the Company may cause the Company to enter into a binding written agreement with respect to such Superior Proposal and terminate this Agreement pursuant to in accordance with Section 8.1(f) so long as any such disclosure rejects any Competing Proposal and reaffirms the Company Recommendation4.1(h). (g) As used in this Agreement, “Competing ProposalAcquisition Transaction” shall mean any proposal or offer from any third party (other than a proposal or offer by Buyer or any of its subsidiaries) relating to, or any inquiry that would reasonably be expected to lead to mean: (i) a merger, reorganization, share exchange, consolidation, business combination, recapitalization, dissolution, liquidation, dissolution, joint venture, binding share exchange, business combination or similar transaction involving the Company or any of its significant subsidiaries pursuant to which any person the Company Subsidiaries; (ii) the issuance by the Company or the stockholders Bank of any person would own twenty-five percent (25%) securities representing 20% or more of its outstanding Voting Securities (including upon the conversion, exercise or exchange of securities convertible into or exercisable or exchangeable for such Voting Securities); or (iii) the acquisition in any class manner, directly or indirectly, of equity securities (x) 20% or more of the outstanding Voting Securities of the Company or any the Bank (including through the acquisition of its significant subsidiaries securities convertible into or of any resulting parent company of the Company; exercisable or exchangeable for such Voting Securities), (iiy) any direct or indirect acquisition or purchase by any person, in one transaction or a series of transactions, that would constitute twenty-five percent (25%) 20% or more of the revenues, net income or consolidated total assets of the Company and its subsidiariesthe Company Subsidiaries, taken as a whole (but exclusive of CPEX)whole, or twenty-five percent (25%z) one or more businesses or divisions that constitute 20% or more of any class of equity securities the revenues or net income of the Company or any of its significant subsidiariesand the Company Subsidiaries, taken as a whole.

No Solicitation of Competing Proposal. (a) From Except as provided in this Section 4.24, from and after the date of this Agreement until the earlier of the Effective Time or Closing Date and the date, if any, on which this Agreement is terminated pursuant to Section 8.1, and except as otherwise provided for in this Agreement (including the other subsections of this Section 6.6)6.10, the Company agrees that it shall not, nor and that it shall it authorize or knowingly permit any of direct and use its Representativesreasonable best efforts to cause the Company’s directors, or any of its subsidiariesofficers, affiliates or any of their respective Representatives employees, agents, consultants and advisors not to, directly or indirectly: (i) , solicit, initiate initiate, encourage or knowingly facilitate any inquiries or encourage (including by way of providing material nonpublic information)proposals from, discuss or negotiate with, provide any information to, or agree to, approve consider the merits of any unsolicited inquiries or endorseproposals from, any Competing Proposal, (ii) enter into, continue or otherwise participate in any negotiations regarding, or furnish Person relating to any person any material nonpublic information with respect to, any Competing Proposal, (iii) enter into, continue Acquisition Transaction or otherwise engage in discussions with any person with respect to, any Competing Proposal, (iv) approve or recommend any Competing Proposal, (v) enter into any letter of intent or similar document or any agreement or commitment to (x) facilitate or consummate any Competing Proposal, (y) approve or endorse any Competing Proposal, (z) in connection with any Competing Proposal, require it to abandon, terminate or fail to consummate the Merger, (vi) amend or grant any waiver or release or approve any transaction or redeem any Company Rights under a potential Acquisition Transaction involving the Company Rights Agreement, except in connection with the transactions contemplated by this Agreement, or (vii) resolve, propose or agree to take any of the actions prohibited by clauses (i) through (vi) of this sentence. The Company shall, and shall cause its Representatives, subsidiaries, affiliates and their respective Representatives to, immediately cease and cause to be terminated all existing solicitations, discussions or negotiations with respect to any person conducted heretofore by the Company, any of its subsidiaries or affiliates or their respective Representatives with respect to any Competing Proposal, and shall demand the return or destruction of any information previously provided with respect to such activities, discussions or negotiations, subject to the restrictions set forth in any applicable confidentiality agreements. Notwithstanding anything to the contrary contained herein, the Company shall be permitted to terminate, amend, modify, waive or fail to enforce any provision of any “standstill” or similar obligation of any person in order that such person may submit a Competing Proposal if the board of directors of the Company determines in good faith after consultation with the Company’s outside legal and financial advisors that failure to take such action would be inconsistent with the directors’ exercise of their fiduciary duties to the Company’s stockholders under applicable LawSubsidiaries. (b) Notwithstanding the limitations set forth in Section 6.6(a4.24(a), if after the date of this Agreement and prior to the Closing Date, the Company receives an unsolicited proposal from a bona fide written Competing Proposal third party with respect to an Acquisition Transaction that was not directly or indirectly, after the board of directors of date hereof, made, encouraged, facilitated, solicited, initiated or assisted by the Company or its directors, officers, employees, agents, consultants and advisors (an “Unsolicited Company Proposal”) which did not result from or arise in connection with a breach of Section 4.24(a) and which: (i) constitutes a Superior Proposal (as defined in Section 4.24(f)); or (ii) which the Board determines in good faith faith, after consultation with the Company’s outside legal and financial advisors (i) constitutes a Superior Proposal or (ii) advisors, could reasonably be expected to result result, after the taking of any of the actions referred to in either of clause (x) or (y) below, in a Superior Proposal, the Company may, if its board of directors determines in good faith after consultation with the Company’s outside legal and financial advisors that failure to take such action would be inconsistent with its fiduciary duties under applicable Law, and subject to compliance with Section 6.6(e), may take the following actionsactions after providing written notice to each Purchaser of such determination and the basis therefor: (x) furnish nonpublic information with respect to the Company and its subsidiaries the Company Subsidiaries to the third party making such Competing Proposal Unsolicited Company Proposal, if, and only if, prior to so furnishing such information, the Company and such third party enter into a confidentiality agreement (a “Third Party Confidentiality Agreement”) that is no less restrictive to and no more favorable to such third party or parties than the confidentiality agreements between the Company and the Purchasers and (y) engage in discussions or negotiations with the third party with respect to the Competing Unsolicited Company Proposal; provided, in each case ifhowever, and only if, (A) all such information that the Company has previously been provided to Buyer or is provided to Buyer prior to or substantially concurrent complied with the time it is provided requirements of Section 4.24(d) with respect to such Unsolicited Company Proposal or such Superior Proposal. The Third Party Confidentiality Agreement shall provide that such third party shall pay any Termination Fee payable under Section 6.10 and (B) prior theretoany costs, the Company expenses and such third party enter into a confidentiality and standstill with such person that contains confidentiality and standstill provisions that are no less favorable in the aggregate to the Company than those contained in the Confidentiality Agreement (an “Acceptable Confidentiality Agreement”)interest payable under Section 6.10. (c) Except as Notwithstanding the foregoing and the limitations set forth in Section 6.6(d4.24(a), neither the board of directors of the Company nor any committee thereof shall (i)(A) changeif, qualify, withhold or withdraw, or publicly propose to change, qualify, withhold or withdraw the Company Recommendation or (B) recommend, adopt or approve, or propose publicly to recommend, adopt or approve, any Competing Proposal (any action described in this clause (i) being referred to as a “Change of Recommendation”) or (ii) approve or recommend, or propose to approve or recommend, or allow the Company or any of its affiliates to execute or enter into, any letter of intent, memorandum of understanding, agreement in principle, merger agreement, acquisition agreement, option agreement, joint venture agreement, partnership agreement or other similar agreement constituting or related to, any Competing Proposal (other than an Acceptable Confidentiality Agreement referred to in Section 6.6(b)) (each of the documents referred to in this clause (ii) shall be an “Acquisition Agreement”). (d) Notwithstanding the provisions of Section 6.6(c), if at any time prior to obtaining the Requisite Stockholder ApprovalClosing, the board of directors of the Company has concluded Board determines in good faith (faith, after consultation with the Company’s outside legal and financial advisors advisors, that, due to the existence of a Superior Proposal or an Unsolicited Company Proposal which the Board determines in good faith, after consultation with the Company’s outside legal and financial advisors, could reasonably be expected to result, after complying with and giving effect the taking of any of the actions referred to all proposed adjustments to this Agreement offered by Buyer pursuant to this in either of clause (x) or (y) of Section 6.6(d4.24(b)) (i)(x) , in response to a bona fide written Competing Proposal that was unsolicited, that such proposal is a Superior Proposal, and (y) that the failure of the board of directors of the Company Board may, solely with respect to change, qualify, withhold or withdraw the Company Recommendation would be inconsistent with the directors’ exercise of their fiduciary duties to the Company’s stockholders under applicable Law, or (ii) in the absence of a Competing Superior Proposal, the failure of the board of directors of the Company to take such action would be inconsistent with the directors’ exercise of their fiduciary duties to the Company’s stockholders under applicable Law, the board of directors of the Company may, subject to complying with Section 8.2(a), (1) change, qualify, withhold or withdraw the Company Recommendation and/or (2) in the case of clause (i) of this sentence, terminate this Agreement to enter into a binding written agreement with respect to such Superior Proposal in accordance with Section 8.1(g); provided, and terminate this Agreement (provided that the Company shall may not terminate this Agreement pursuant to the foregoing clause (2) foregoing, and any purported termination pursuant to the foregoing clause (2) shall be void and of no force or effect unlesseffect, unless (x) the Board determines in good faith, after consultation with the Company’s outside legal and financial advisors, that failure to take such action would be reasonably likely to constitute a breach by the Board of its fiduciary duties under applicable law and (y) in advance of or concurrently with such termination, termination the Company (X) pays or causes to be paid the Company Termination FeeFee to each Purchaser in accordance with Section 6.10), as required by Section 8.2, and (Y) simultaneously with such termination enters into an Acquisition Agreement with respect to a Competing Proposal and terminates this Agreement pursuant to Section 8.1(g); provided, further that prior to taking any of the actions described in clauses (i) and (ii) of this sentence, but only if the Company shall have given Buyer first: (i) provided five (5) Business Days’ prior written notice to each Purchaser that it is prepared to enter into a binding written agreement with respect to the Superior Proposal and terminate this Agreement, and specifying the reasons therefor, including the terms and conditions of the Unsolicited Company Proposal or Superior Proposal, as applicable (including the most current version of any proposed agreement(s)), and the identity of the Person making the proposal; (ii) offered to provide to each Purchaser all material non-public information delivered or made available to the person making any Unsolicited Company Proposal or Superior Proposal in connection with such Unsolicited Company Proposal or Superior Proposal that was not previously delivered or made available to each Purchaser; (iii) provided to each Purchaser copies of documents relating to the Unsolicited Company Proposal or Superior Proposal provided to the Company by the Person making the proposal (or provided by the Company to such person or their representatives), including the most current version of any proposed agreement or any other letter or other document containing such Person’s proposal (and the Company’s response(s) thereto) and the terms and conditions thereof; and (iv) during such five (5) Business Day period, if requested by a Purchaser, engaged in, and caused its financial and legal advisors to engage in, good faith negotiations with such Purchaser to amend this Agreement to make it at least three as favorable to the shareholders of the Company as the Unsolicited Company Proposal or Superior Proposal. The Company acknowledges and agrees that (3i) business days’ written notice any change to the financial terms or (it being understood and agreed that ii) any material amendment change to the amount any other terms of an Unsolicited Company Proposal or form of consideration of the Superior Proposal shall require a new notice and a new three (3) business day period) of compliance with the material terms of the Superior Proposal and the Company’s intention to accept such Superior Proposal, and the Company shall, during such three (3) business day period, negotiate in good faith with Buyer to make such adjustments to the Merger Consideration and other terms and conditions of this Agreement such that such Competing Proposal would no longer constitute a Superior Proposal. The board of directors of the Company shall promptly consider in good faith (in consultation with its outside legal counsel and financial advisors) any proposed alteration of the terms of this Agreement or the Merger proposed by Buyer in response to any Competing Proposalforegoing provisions anew. (ed) In addition to the obligations of the Company set forth in Section 6.6(a), (b) and (c), the The Company shall notify each Purchaser orally and in writing promptly (but in no event later than one (1) Business Day) after receipt by the Company, the Bank, or any event within 24 hours of receipt) notify Buyer their respective directors, officers, employees, representatives, agents or advisors of any (i) Competing Proposalproposal or offer from any Person other than a Purchaser regarding an Acquisition Transaction or any request for non-public information by any Person other than a Purchaser in connection with an Acquisition Transaction indicating, (ii) in connection with such notice, the name of such Person and the material terms and conditions of any proposals or offers (including, if applicable, copies of any written requests, proposals or offers, including proposed agreements) and thereafter shall keep each Purchaser informed, on a current basis, of the status and terms of any such Competing Proposal proposals or offers (including any material changes amendments thereto), ) and (iii) the identity status of the person making any such Competing Proposal. The Company shall promptly provide to Buyer discussions or negotiations, including any non-public information concerning change in the Company provided to any other person in connection with any Competing Proposal that was not Company’s intentions as previously provided to Buyer and any such non-public information shall be held by Buyer subject to the terms of the Confidentiality Agreementnotified. (fe) Nothing contained in this Section 6.6 Agreement shall prohibit prevent the Company or the board of directors of the Company Board from (iissuing as “stop, look and listen” communication pursuant to Rule 14d-9(f) disclosing to the Company’s stockholders a position contemplated by Rules 14d-9 and 14e-2(a) promulgated under the Exchange Act or (ii) complying with Rule 14d-9 and Rule 14e-2 under the Exchange Act with respect to an Acquisition Transaction or from making any disclosure to its stockholders the Company shareholders if the board of directors of the Company has reasonably determined in good faith, Board (after consultation with outside legal counsel, ) concludes that the its failure to do so would be inconsistent with any its fiduciary duties under applicable Law. The disclosures under this Section 6.6(f) shall not be a basis, in themselves, for Buyer to terminate this Agreement pursuant to Section 8.1(f) so long as any such disclosure rejects any Competing Proposal and reaffirms the Company Recommendation. (gf) As used in this Agreementagreement, “Competing Superior Proposal” shall mean a bona fide written Unsolicited Company Proposal (not solicited or initiated in violation of Section 4.24(a)) that relates to a potential Acquisition Transaction (but changing the references to the twenty percent (20%) amounts contained in the definition of Acquisition Transaction to references to fifty percent (50%)) that is determined in good faith by the Board of the Company, after consultation with the Company’s legal and financial advisors after taking into account all the terms and conditions of the Unsolicited Company Proposal and this Agreement, is on terms that are more favorable to the shareholders of the Company from a financial point of view than the transactions contemplated by the Transaction Documents (after giving effect to any changes to this Agreement proposed by the Purchasers in response to such proposal or otherwise) and is, in the reasonable judgment of the Board, reasonably capable of being completed on its stated terms, taking into account all financial, regulatory, legal and other aspects of such inquiry, proposal or offer from any and the third party (other than a or parties making the inquiry, proposal or offer by Buyer or any of its subsidiaries) relating to, or any inquiry that would reasonably be expected to lead to (i) a merger, consolidation, recapitalization, liquidation, dissolution, joint venture, binding share exchange, business combination or similar transaction involving the Company or any of its significant subsidiaries pursuant to which any person or the stockholders of any person would own twenty-five percent (25%) or more of any class of equity securities of the Company or any of its significant subsidiaries or of any resulting parent company of the Company; or (ii) any direct or indirect acquisition or purchase by any person, in one transaction or a series of transactions, that would constitute twenty-five percent (25%) or more of the revenues, net income or assets of the Company and its subsidiaries, taken as a whole (but exclusive of CPEX), or twenty-five percent (25%) or more of any class of equity securities of the Company or any of its significant subsidiariesoffer.

No Solicitation of Competing Proposal. (a) From Except as provided in this Section 5.21, from and after the date of this Agreement until the earlier of the Effective Time or Closing and the date, if any, on which this Agreement is terminated pursuant to Section 8.1, and except as otherwise provided for in this Agreement (including the other subsections of this Section 6.6)4.1, the Company agrees that it shall not, nor and that it shall it authorize or knowingly permit any of direct and use its Representativesreasonable best efforts to cause the Company’s directors, or any of its subsidiariesofficers, affiliates or any of their respective Representatives employees, agents, consultants and advisors not to, directly or indirectly: (i) , solicit, initiate initiate, encourage or knowingly facilitate any inquiries or encourage (including by way of providing material nonpublic information)proposals from, discuss or negotiate with, provide any information to, or agree to, approve consider the merits of any unsolicited inquiries or endorseproposals from, any Competing Proposal, (ii) enter into, continue or otherwise participate in any negotiations regarding, or furnish person relating to any person any material nonpublic information with respect to, any Competing Proposal, (iii) enter into, continue Acquisition Transaction or otherwise engage in discussions with any person with respect to, any Competing Proposal, (iv) approve or recommend any Competing Proposal, (v) enter into any letter of intent or similar document a potential Acquisition Transaction involving the Company or any agreement or commitment to (x) facilitate or consummate any Competing Proposal, (y) approve or endorse any Competing Proposal, (z) in connection with any Competing Proposal, require it to abandon, terminate or fail to consummate the Merger, (vi) amend or grant any waiver or release or approve any transaction or redeem any Company Rights under the Company Rights Agreement, except in connection with the transactions contemplated by this Agreement, or (vii) resolve, propose or agree to take any of the actions prohibited by clauses (i) through (vi) of this sentence. The Company shall, and shall cause its Representatives, subsidiaries, affiliates and their respective Representatives to, immediately cease and cause to be terminated all existing solicitations, discussions or negotiations with respect to any person conducted heretofore by the Company, any of its subsidiaries or affiliates or their respective Representatives with respect to any Competing Proposal, and shall demand the return or destruction of any information previously provided with respect to such activities, discussions or negotiations, subject to the restrictions set forth in any applicable confidentiality agreements. Notwithstanding anything to the contrary contained herein, the Company shall be permitted to terminate, amend, modify, waive or fail to enforce any provision of any “standstill” or similar obligation of any person in order that such person may submit a Competing Proposal if the board of directors of the Company determines in good faith after consultation with the Company’s outside legal and financial advisors that failure to take such action would be inconsistent with the directors’ exercise of their fiduciary duties to the Company’s stockholders under applicable LawSubsidiary. (b) Notwithstanding the limitations set forth in Section 6.6(a5.21(a), if after the date of this Agreement and prior to the approval of the Shareholder Proposals by the Company’s shareholders the Company receives an unsolicited proposal from a bona fide written Competing third party with respect to an Acquisition Transaction that was not directly or indirectly, after the date hereof, made, encouraged, facilitated, solicited, initiated or assisted by the Company or its directors, officers, employees, agents, consultants and advisors (an “Unsolicited Company Proposal”) which did not result from or arise in connection with a breach of Section 5.21(a) and which: (i) constitutes a Superior Proposal that (as defined in Section 5.21(h)); or (ii) which the board Board of directors Directors of the Company determines in good faith faith, after consultation with the Company’s outside legal and financial advisors (i) constitutes a Superior Proposal or (ii) advisors, could reasonably be expected to result result, after the taking of any of the actions referred to in either of clause (x) or (y) below, in a Superior Proposal, the Company may, if its board of directors determines in good faith after consultation with the Company’s outside legal and financial advisors that failure to take such action would be inconsistent with its fiduciary duties under applicable Law, and subject to compliance with Section 6.6(e), may take the following actionsactions after providing written notice to the Investor of such determination and the basis therefor: (x) furnish nonpublic information with respect to the Company and its subsidiaries the Company Subsidiaries to the third party making such Competing Proposal Unsolicited Company Proposal, if, and only if, prior to so furnishing such information, the Company and such third party enter into a confidentiality agreement (a “Third Party Confidentiality Agreement”) that is no less restrictive of and no more favorable to such third party or parties than the confidentiality agreement, dated as of [ ], between the Company and the Investor and (y) engage in discussions or negotiations with the third party with respect to the Competing Unsolicited Company Proposal; provided, in each case ifhowever, and only if, (A) all such information that the Company has previously been provided to Buyer or is provided to Buyer prior to or substantially concurrent complied with the time it is provided requirements of Section 5.21(d) with respect to such Unsolicited Company Proposal or such Superior Proposal. The Third Party Confidentiality Agreement shall provide that such third party shall pay any termination fee and (B) prior thereto, the Company and such third party enter into a confidentiality and standstill with such person that contains confidentiality and standstill provisions that are no less favorable in the aggregate to the Company than those contained in the Confidentiality Agreement (an “Acceptable Confidentiality Agreement”)related expenses payable under any Other Securities Purchase Agreements. (c) Except as set forth in Section 6.6(d), neither Neither the board Board of directors Directors of the Company nor any committee thereof shall (i)(A) changewithdraw, qualify, withhold qualify or withdrawmodify the Board Recommendation in a manner adverse to the Investor, or publicly propose to change, qualify, withhold or withdraw the Company Recommendation or (B) recommend, adopt or approvedo so, or propose publicly to recommend, adopt take any other action or approve, make any Competing Proposal other public statement in connection with any meeting of the Company’s shareholders or otherwise which is inconsistent with the Board Recommendation (any action described in this clause (i) being referred to as of the foregoing, a “Change of in Recommendation”) or (ii) approve or recommend, recommend or publicly propose to approve or recommend, or allow any other Acquisition Transaction. Notwithstanding the Company or any of its affiliates to execute or enter into, any letter of intent, memorandum of understanding, agreement in principle, merger agreement, acquisition agreement, option agreement, joint venture agreement, partnership agreement or other similar agreement constituting or related to, any Competing Proposal (other than an Acceptable Confidentiality Agreement referred to foregoing and the limitations set forth in Section 6.6(b)) (each of the documents referred to in this clause (ii) shall be an “Acquisition Agreement”). (d) Notwithstanding the provisions of Section 6.6(c5.21(a), if at any time if, prior to obtaining receipt of approval by the Requisite Stockholder Approval, the board of directors shareholders of the Company has concluded of the Shareholder Proposals, the Board of Directors of the Company determines in good faith (faith, after consultation with the Company’s outside legal and financial advisors advisors, that, due to the existence of a Superior Proposal or an Unsolicited Company Proposal which the Board of Directors of the Company determines in good faith, after consultation with the Company’s outside legal and financial advisors, could reasonably be expected to result, after complying with and giving effect the taking of any of the actions referred to all proposed adjustments to this Agreement offered by Buyer pursuant to this in either of clause (x) or (y) of Section 6.6(d5.21(b)) (i)(x) , in response to a bona fide written Competing Proposal that was unsolicited, that such proposal is a Superior Proposal, and (y) that the failure Board of the board of directors Directors of the Company to change, qualify, withhold or withdraw and the Company may (1) effect a Change in Recommendation (provided that the Company may not effect a Change in Recommendation unless the Board determines in good faith, after consultation with the Company’s outside legal and financial advisors, that failure to effect such Change in Recommendation would be inconsistent with reasonably likely to constitute a breach by the directors’ exercise Board of their fiduciary duties to the Company’s stockholders under applicable Law, or (ii) in the absence of a Competing Proposal, the failure of the board of directors Directors of the Company to take such action would be inconsistent with the directors’ exercise of their its fiduciary duties to the Company’s stockholders under applicable Law, the board of directors of the Company may, subject to complying with Section 8.2(a), (1law) change, qualify, withhold or withdraw the Company Recommendation and/or (2) in the case of clause (i) of this sentencesolely with respect to a Superior Proposal, terminate this Agreement to enter into a binding written agreement with respect to such Superior Proposal in accordance with Section 8.1(g); provided, and terminate this Agreement (provided that the Company shall may not terminate this Agreement pursuant to the foregoing clause (2) ), and any purported termination pursuant to the foregoing clause (2) shall be void and of no force or effect unlesseffect, unless (X) the Board determines in good faith, after consultation with the Company’s outside legal and financial advisors, that failure to take such action would be reasonably likely to constitute a breach by the Board of Directors of the Company of its fiduciary duties under applicable law and (Y) in advance of or concurrently with such termination, termination the Company (X) pays or causes to be paid any termination fee payable under the Company Termination FeeOther Securities Purchase Agreements), as required by Section 8.2, and (Y) simultaneously with such termination enters into an Acquisition Agreement with respect to a Competing Proposal and terminates this Agreement pursuant to Section 8.1(g); provided, further that prior to taking any of the actions described in clauses (i) and (ii) of this sentence, but only if the Company shall have given Buyer at least three first: (3i) provided five business days’ prior written notice to the Investor that it is prepared to effect a Change in Recommendation in response to an Unsolicited Company Proposal or Superior Proposal or, as applicable, to enter into a binding written agreement with respect to the Superior Proposal and terminate this Agreement, and specifying the reasons therefor, including the terms and conditions of the Unsolicited Company Proposal or Superior Proposal, as applicable (it being understood including the most current version of any proposed agreement(s)), and agreed the identity of the person making the proposal; (ii) offered to provide to the Investor all material non-public information delivered or made available to the person making any Unsolicited Company Proposal or Superior Proposal in connection with such Unsolicited Company Proposal or Superior Proposal that was not previously delivered or made available to the Investor; (iii) provided to the Investor copies of documents relating to the Unsolicited Company Proposal or Superior Proposal provided to the Company by the person making the proposal (or provided by the Company to such person or their representatives), including the most current version of any proposed agreement or any other letter or other document containing such person’s proposal (and the Company’s response(s) thereto) and the terms and conditions thereof; and (iv) during such five business day period, if requested by the Investor, engaged in, and caused its financial and legal advisors to engage in, good faith negotiations with the Investor to amend this Agreement. The Company acknowledges and agrees that (i) any change to the financial terms or (ii) any material amendment change to the amount any other terms of an Unsolicited Company Proposal or form of consideration of the Superior Proposal shall require a new notice and a new three (3) business day period) of compliance with the material terms of the Superior Proposal and the Company’s intention to accept such Superior Proposal, and the Company shall, during such three (3) business day period, negotiate in good faith with Buyer to make such adjustments to the Merger Consideration and other terms and conditions of this Agreement such that such Competing Proposal would no longer constitute a Superior Proposal. The board of directors of the Company shall promptly consider in good faith (in consultation with its outside legal counsel and financial advisors) any proposed alteration of the terms of this Agreement or the Merger proposed by Buyer in response to any Competing Proposalforegoing provisions anew. (ed) In addition to the obligations of the Company set forth in Section 6.6(a), (b) and (c), the The Company shall notify the Investor orally and in writing promptly (but in no event later than one business day) after receipt by the Company, the Bank, or any event within 24 hours of receipt) notify Buyer their respective directors, officers, employees, representatives, agents or advisors of any (i) Competing Proposalproposal or offer from any person other than the Investor regarding an Acquisition Transaction or any request for non-public information by any person other than the Investor in connection with an Acquisition Transaction indicating, (ii) in connection with such notice, the name of such person and the material terms and conditions of any proposals or offers (including, if applicable, copies of any written requests, proposals or offers, including proposed agreements) and thereafter shall keep the Investor informed, on a current basis, of the status and terms of any such Competing Proposal proposals or offers (including any material changes amendments thereto), ) and (iii) the identity status of the person making any such Competing Proposal. The Company shall promptly provide to Buyer discussions or negotiations, including any non-public information concerning change in the Company provided to any other person in connection with any Competing Proposal that was not Company’s intentions as previously provided to Buyer and any such non-public information shall be held by Buyer subject to the terms of the Confidentiality Agreementnotified. (fe) Nothing contained in this Section 6.6 Agreement shall prohibit prevent the Company or the its board of directors of the Company from (iissuing as “stop, look and listen” communication pursuant to Rule 14d-9(f) disclosing to the Company’s stockholders a position contemplated by Rules 14d-9 and 14e-2(a) promulgated under the Exchange Act or (ii) complying with Rule 14d-9 and Rule 14e-2 under the Exchange Act with respect to an Acquisition Transaction or from making any disclosure to its stockholders the Company shareholders if the board Board of directors Directors of the Company has reasonably determined in good faith, (after consultation with outside legal counsel, ) concludes that the its failure to do so would be inconsistent with any its fiduciary duties under applicable Law. The disclosures under this . (f) Notwithstanding the limitations set forth in Section 6.6(f5.21(a) shall not be but subject to compliance with the terms and conditions of Section 5.21(b)-(d), if the Board of Directors has effected a basisChange in Recommendation in compliance with the requirements of Section 5.21(c), in themselves, for Buyer then the Board of Directors of the Company may cause the Company to enter into a binding written agreement with respect to such Superior Proposal and terminate this Agreement pursuant to in accordance with Section 8.1(f) so long as any such disclosure rejects any Competing Proposal and reaffirms the Company Recommendation4.1(h). (g) As used in this Agreement, “Competing ProposalAcquisition Transaction” shall mean any proposal or offer from any third party (other than a proposal or offer by Buyer or any of its subsidiaries) relating to, or any inquiry that would reasonably be expected to lead to mean: (i) a merger, reorganization, share exchange, consolidation, business combination, recapitalization, dissolution, liquidation, dissolution, joint venture, binding share exchange, business combination or similar transaction involving the Company or any of its significant subsidiaries pursuant to which any person the Company Subsidiaries; (ii) the issuance by the Company or the stockholders Bank of any person would own twenty-five percent (25%) securities representing 20% or more of its outstanding Voting Securities (including upon the conversion, exercise or exchange of securities convertible into or exercisable or exchangeable for such Voting Securities); or (iii) the acquisition in any class manner, directly or indirectly, of equity securities (x) 20% or more of the outstanding Voting Securities of the Company or any the Bank (including through the acquisition of its significant subsidiaries securities convertible into or of any resulting parent company of the Company; exercisable or exchangeable for such Voting Securities), (iiy) any direct or indirect acquisition or purchase by any person, in one transaction or a series of transactions, that would constitute twenty-five percent (25%) 20% or more of the revenues, net income or consolidated total assets of the Company and its subsidiariesthe Company Subsidiaries, taken as a whole (but exclusive of CPEX)whole, or twenty-five percent (25%z) one or more businesses or divisions that constitute 20% or more of any class of equity securities the revenues or net income of the Company or any of its significant subsidiariesand the Company Subsidiaries, taken as a whole.