Common use of No Solicitation; Other Offers Clause in Contracts

No Solicitation; Other Offers. (a) Subject to the remainder of this Section 6.04, upon execution of this Agreement, the Company shall, and shall cause its Subsidiaries and its and their respective directors, officers, employees, Affiliates, investment bankers, attorneys, accountants and other advisors or representatives (collectively, “Representatives”) to, immediately cease or cause to be terminated any and all activities, discussions or negotiations with any Person with respect to any Acquisition Proposal. The Company shall promptly after the date of this Agreement instruct each Third Party which has heretofore executed a confidentiality agreement relating to an Acquisition Proposal with or for the benefit of the Company to promptly return or destroy all information, documents, and materials relating to the Acquisition Proposal or to the Company or its businesses, operations or affairs heretofore furnished by the Company or any of its Representatives to such Person or any of its Representatives in accordance with the terms of any confidentiality agreement with such Person. Subject to Section 6.04(b) and Section 6.04(c), from the execution of this Agreement until the Effective Time or, if earlier, the termination of this Agreement in accordance with Article 10, neither the Company nor any of its Subsidiaries shall, and the Company and its Subsidiaries shall not authorize any of its or their Representatives to, directly or indirectly, (i) solicit, initiate or take any action to knowingly facilitate, encourage or assist, or knowingly induce the making, submission or announcement of, an Acquisition Proposal, (ii) enter into or participate in any discussions or negotiations with, furnish any information relating to the Company or any of its Subsidiaries or afford access to the business, properties, assets, books, records or other information of the Company or any of its Subsidiaries to, otherwise knowingly cooperate in any way with any Third Party that is seeking to make, or has made, or could reasonably be expected to make, an Acquisition Proposal, (iii) approve, adopt, endorse, or recommend an Acquisition Proposal, (iv) fail to make, withhold, withdraw or amend, qualify or modify, in each case in a manner adverse to Parent, or publicly propose to withhold, withdraw or amend, modify or qualify, in each case in a manner adverse to Parent, the Company Board Recommendation, (v) propose publicly to approve, adopt, endorse or recommend any Acquisition Proposal (any of the foregoing in clause (iii), (iv) or (v), whether taken by the Board of Directors of the Company or any committee thereof being referred to as an “Adverse Recommendation Change”), (vi) enter into any agreement in principle, letter of intent, term sheet, merger agreement, acquisition agreement, option agreement or other similar instrument contemplating or otherwise relating to an Acquisition Proposal, or (vii) take any action to make the provisions of any “fair price,” “moratorium,” “control share acquisition,” “business combination” or other similar anti-takeover statute or regulation inapplicable to any transactions contemplated by an Acquisition Proposal; provided that no action expressly permitted by Section 8.08 with respect to any standstill provision in any agreement to which the Company or any of its Subsidiaries is a party shall constitute a breach of this Section 6.04. (b) Notwithstanding anything contained in Section 6.04(a) to the contrary, if at any time prior to obtaining the Company Stockholder Approval, (i) the Company or any of its Representatives has received a bona fide written Acquisition Proposal that the Board of Directors of the Company reasonably believes, after consultation with its outside legal counsel and financial advisors, constitutes, or is reasonably likely to lead to, a Superior Proposal, (ii) the Board of Directors of the Company determines in good faith, after consultation with outside legal counsel, that the failure to take action with respect to such Acquisition Proposal would likely be inconsistent with its fiduciary duties under Applicable Law, (iii) such Acquisition Proposal was not the result of a breach of Section 6.04(a) and (iv) the Company provides to Parent in accordance with Section 6.04(d) the information required under Section 6.04(d) to be delivered by the Company to Parent, then, so long as the foregoing conditions in the immediately preceding clauses (i)-(iv) remain satisfied, the Company, directly or indirectly through its Representatives, may (A) engage in negotiations or discussions with such Third Party and its Representatives with respect to the Acquisition Proposal, and (B) furnish to such Third Party or its Representatives non-public information relating to the Company or any of its Subsidiaries pursuant to an Acceptable Confidentiality Agreement; provided that the Company shall concurrently provide to Parent any such information that is provided to any such Person which was not previously provided to or made available to Parent. (c) In addition, nothing contained herein shall prevent the Company or the Board of Directors of the Company from (i) taking and disclosing to its stockholders a position contemplated by Rule 14d-9 and Rule 14e-2(a) promulgated under the 1934 Act, (ii) making any legally required disclosure to the Company’s stockholders with regard to the transactions contemplated by this Agreement or an Acquisition Proposal (provided that neither the Company nor its Board of Directors may recommend any Acquisition Proposal unless expressly permitted by Section 6.04(e)), (iii) contacting and engaging in discussions with any person or group and their respective Representatives who has made an Acquisition Proposal that was not the result of a breach of this Section 6.04 solely for the purpose of clarifying such Acquisition Proposal and the terms thereof or (iv) issuing a “stop, look and listen” disclosure or similar communication of the type contemplated by Rule 14d-9(f) under the 1934 Act; provided, however, that any disclosure of a position contemplated by Rule 14e-2(a) under the 1934 Act other than (A) a “stop, look and listen” communication limited solely to the type contemplated by Rule 14d-9(f) under the 1934 Act, (B) any express rejection of any applicable Acquisition Proposal or (C) any express reaffirmation of the Company Board Recommendation, shall be deemed to be an Adverse Recommendation Change. No change, withdrawal or modification of the Company Board Recommendation shall change the approval of the Board of Directors of the Company for purposes of causing any law (including Section 203 of Delaware Law) to be inapplicable to the Merger and the other transactions contemplated by this Agreement. (d) The Board of Directors of the Company shall not take any of the actions referred to in Section 6.04(b) unless the Company shall have delivered to Parent a prior written notice advising Parent that it intends to take such action. In addition, prior to obtaining the Company Stockholder Approval, the Company shall notify Parent promptly (but in any event within twenty-four (24) hours) orally and in writing after the receipt by the Company (or any of its Representatives) of (i) any Acquisition Proposal, or (ii) any request for information relating to the Company or any of its Subsidiaries or for access to the business, properties, assets, books or records of the Company or any of its Subsidiaries by any Third Party with respect to an actual or potential Acquisition Proposal. The Company shall also provide the identity of the Third Party making, submitting, inquiring about or expressing interest with respect to such Acquisition Proposal (except to the extent disclosure of such identity would breach a confidentiality obligation in effect prior to the execution of this Agreement) and (A) if it is in writing, a copy of such Acquisition Proposal and any related draft agreements and other written material from such Third Party (which, in each case, may be redacted, if necessary, solely to remove the identity of such Third Party in order to comply with a confidentiality obligation in effect prior to the execution of this Agreement) setting forth the terms and conditions of such Acquisition Proposal and (B) if oral, a summary thereof (including the material terms and conditions of the Acquisition Proposal). The Company shall keep Parent reasonably informed on a prompt and timely basis of the status and details of any such Acquisition Proposal and with respect to any change to the material terms of any such Acquisition Proposal within twenty-four (24) hours of any such change. The Company shall not, and shall cause its Subsidiaries not to, enter into any contract, arrangement, or commitment with any Third Party subsequent to the date of this Agreement, and neither the Company nor any of its Subsidiaries is or shall become party to any contract, arrangement, or commitment, in each case, that prohibits the Company from providing such information to Parent. (e) Notwithstanding anything contained in this Agreement to the contrary, prior to obtaining the Company Stockholder Approval, the Board of Directors of the Company may (i) (x) effect an Adverse Recommendation Change in respect of an Acquisition Proposal, or (y) enter into an agreement providing for a transaction that constitutes a Superior Proposal, if (A) the Company shall have received an Acquisition Proposal that was not the result of a breach of Section 6.04(a) that the Board of Directors of the Company determines, after consultation with its outside legal counsel and financial advisors, constitutes a Superior Proposal and the Company shall have otherwise complied in all material respects with the provisions of Section 6.04, (B) the Board of Directors of the Company determines in good faith, after consultation with outside legal counsel, that the failure to take action with respect to such Superior Proposal would likely be inconsistent with its fiduciary duties under Applicable Law, (C) the Company has previously notified Parent in writing that it intends to take such action (a “Section 6.04 Notice”), (D) the Company shall have made its Representatives available to discuss in good faith with Parent’s Representatives any proposed modifications to the terms and conditions of this Agreement during the three (3) Business Day period following delivery by the Company to Parent of the Section 6.04 Notice delivered to Parent, (E) if Parent shall have delivered to the Company a written, binding and irrevocable offer capable of being accepted by the Company to alter the terms or conditions of this Agreement during such three (3) Business Day period, the Board of Directors of the Company shall have determined in good faith (after consultation with its outside legal counsel and financial advisors), after considering the terms of such offer by Parent, that the Superior Proposal giving rise to such Section 6.04 Notice continues to be a Superior Proposal, and (F) in the case of clause (y) above, the Company terminates this Agreement in accordance with Section 10.01 (d)(i), or (ii) effect an Adverse Recommendation Change other than in respect of an Acquisition Proposal if (A) the Board of Directors of the Company determines in good faith, after consultation with outside legal counsel, that the failure to effect such Adverse Recommendation Change would likely be inconsistent with its fiduciary duties under Applicable Law, (B) the Company has previously delivered to Parent a Section 6.04 Notice that it intends to take such action, (C) the Company shall have made its Representatives available to discuss in good faith with Parent’s Representatives any proposed modifications to the terms and conditions of this Agreement during the three (3) Business Day period following delivery by the Company to Parent of the Section 6.04 Notice delivered to Parent, and (D) if Parent shall have delivered to the Company a written, binding and irrevocable offer capable of being accepted by the Company to alter the terms or conditions of this Agreement during such three (3) Business Day period, the Board of Directors of the Company shall have determined in good faith, after consultation with outside legal counsel and after considering the terms of such offer by Parent, that the failure to effect such Adverse Recommendation Change would likely be inconsistent with its fiduciary duties under Applicable Law. If any Superior Proposal that is the subject of clause (i) of this Section 6.04(e) is revised, including any revision to price, then the Company shall deliver to Parent a new Section 6.04 Notice and again comply with the requirements of clause (i) of this Section 6.04(e) with respect to such revised Superior Proposal, on each occasion on which a revised Superior Proposal is submitted, provided that in connection with each new Section 6.04 Notice contemplated by this sentence, each reference to a three (3) Business Day period in the preceding sentence shall be deemed to be a reference to the longer of (x) a forty-eight (48) hour period or (y) a period ending on 11:59 p.m. (New York time) on the Business Day following delivery of the applicable Section 6.04

No Solicitation; Other Offers. (a) Subject to the remainder of this Section 6.04, upon execution of this Agreement, the Company shall, and shall cause its Subsidiaries and its and their respective directors, officers, employees, Affiliates, investment bankers, attorneys, accountants and other advisors or representatives (collectively, “Representatives”) to, immediately cease or cause to be terminated any and all activities, discussions or negotiations with any Person with respect to any Acquisition Proposal. The Company shall promptly after the date of this Agreement instruct each Third Party which has heretofore executed a confidentiality agreement relating to an Acquisition Proposal with or for the benefit of the Company to promptly return or destroy all information, documents, and materials relating to the Acquisition Proposal or to the Company or its businesses, operations or affairs heretofore furnished by the Company or any of its Representatives to such Person or any of its Representatives in accordance with the terms of any confidentiality agreement with such Person. Subject to Section 6.04(b) and Section 6.04(c), from the execution of this Agreement until the Effective Time or, if earlier, the termination of this Agreement in accordance with Article 10, neither Neither the Company nor any of its Subsidiaries shall, and nor shall the Company and or any of its Subsidiaries shall not authorize or permit any of its or their Representatives officers, directors, employees, investment bankers, attorneys, accountants, consultants or other agents or advisors to, directly or indirectly, (i) solicit, initiate or knowingly take any action to knowingly facilitate, facilitate or encourage or assist, or knowingly induce the making, submission or announcement of, an of any Acquisition Proposal, (ii) enter into or participate in any discussions or negotiations with, furnish any information relating to the Company or any of its Subsidiaries or afford access to the business, properties, assets, books, books or records or other information of the Company or any of its Subsidiaries to, otherwise knowingly cooperate in any way with with, or knowingly assist, participate in, facilitate or encourage any effort by any Third Party that is seeking to make, or has made, or could reasonably be expected to make, an Acquisition Proposal, (iii) approve, adopt, endorse, grant any waiver or recommend an Acquisition Proposal, (iv) fail to make, withhold, withdraw release under any standstill or amend, qualify or modify, in each case in a manner adverse to Parent, or publicly propose to withhold, withdraw or amend, modify or qualify, in each case in a manner adverse to Parent, the Company Board Recommendation, (v) propose publicly to approve, adopt, endorse or recommend any Acquisition Proposal (any of the foregoing in clause (iii), (iv) or (v), whether taken by the Board of Directors of the Company or any committee thereof being referred to as an “Adverse Recommendation Change”), (vi) enter into any similar agreement in principle, letter of intent, term sheet, merger agreement, acquisition agreement, option agreement or other similar instrument contemplating or otherwise relating to an Acquisition Proposal, or (vii) take any action to make the provisions of any “fair price,” “moratorium,” “control share acquisition,” “business combination” or other similar anti-takeover statute or regulation inapplicable to any transactions contemplated by an Acquisition Proposal; provided that no action expressly permitted by Section 8.08 with respect to any standstill provision in any agreement to which class of equity securities of the Company or any of its Subsidiaries is a party shall constitute a breach Subsidiaries, (iv) take any action to render the Company Rights issued pursuant to the terms of the Rights Agreement inapplicable to an Acquisition Proposal or the transactions contemplated thereby, exempt or exclude any person from the definition of an Acquiring Person (as defined by the Rights Agreement) under the terms of the Rights Agreement or, other than as contemplated by this Section 6.04Agreement in connection with the Offer, allow the Company Rights to expire prior to their expiration date or (v) enter into any agreement with respect to an Acquisition Proposal. (b) Notwithstanding anything contained in Section 6.04(a) to the contraryforegoing, if at any time prior to obtaining the Company Stockholder ApprovalBoard, directly or indirectly through advisors, agents or other intermediaries, may (i) engage in negotiations or discussions with any Third Party that, without prior solicitation after the Company or any of its Representatives date hereof by the Company, has received made a bona fide written Acquisition Proposal that the Company Board of Directors of the Company reasonably believes, after consultation with its outside legal counsel and financial advisors, constitutes, or is reasonably likely believes will lead to lead to, a Superior Proposal, (ii) the Board of Directors of the Company determines in good faith, after consultation with outside legal counsel, that the failure to take action with respect to such Acquisition Proposal would likely be inconsistent with its fiduciary duties under Applicable Law, (iii) such Acquisition Proposal was not the result of a breach of Section 6.04(a) and (iv) the Company provides to Parent in accordance with Section 6.04(d) the information required under Section 6.04(d) to be delivered by the Company to Parent, then, so long as the foregoing conditions in the immediately preceding clauses (i)-(iv) remain satisfied, the Company, directly or indirectly through its Representatives, may (A) engage in negotiations or discussions with such Third Party and its Representatives with respect to the Acquisition Proposal, and (B) furnish to such Third Party or its Representatives non-public nonpublic information relating to the Company or any of its Subsidiaries pursuant to an Acceptable Confidentiality Agreement; provided that a confidentiality agreement with terms no less favorable in the aggregate to the Company than those contained in the Confidentiality Agreement (a copy of which shall concurrently provide be provided simultaneously to Parent for informational purposes only), (iii) following receipt of a Superior Proposal, fail to make, withdraw or modify in a manner adverse to Parent its recommendation to its stockholders referred to in Sections 2.02 and 7.02 hereof and/or (iv) take any nonappealable, final action that any court of competent jurisdiction orders the Company to take, but in each case referred to in the foregoing clauses (i) through (iii) only if the Company Board determines in good faith by a majority vote of independent directors, after consultation with Xxxxxx Xxxx & Xxxxxxxx LLP or Cleary, Gottlieb, Xxxxx & Xxxxxxxx, outside legal counsel to the Company, that it must take such information that is provided action to any such Person which was not previously provided to or made available to Parent. (c) In addition, nothing comply with its fiduciary duties under applicable law. Nothing contained herein shall prevent the Company or the Board of Directors of the Company from (i) taking and disclosing to its stockholders a position contemplated by Rule 14d-9 and Rule 14e-2(a) promulgated under the 1934 Act, (ii) making any legally required disclosure to the Company’s stockholders complying with regard to the transactions contemplated by this Agreement or an Acquisition Proposal (provided that neither the Company nor its Board of Directors may recommend any Acquisition Proposal unless expressly permitted by Section 6.04(e)), (iii) contacting and engaging in discussions with any person or group and their respective Representatives who has made an Acquisition Proposal that was not the result of a breach of this Section 6.04 solely for the purpose of clarifying such Acquisition Proposal and the terms thereof or (iv) issuing a “stop, look and listen” disclosure or similar communication of the type contemplated by Rule 14d-9(f) under the 1934 Act; provided, however, that any disclosure of a position contemplated by Rule 14e-2(a) under the 1934 Exchange Act other than (A) a “stop, look and listen” communication limited solely with regard to the type contemplated by Rule 14d-9(f) under the 1934 Act, (B) any express rejection of any applicable an Acquisition Proposal or (C) any express reaffirmation of the Company Board Recommendation, shall be deemed to be an Adverse Recommendation Change. No change, withdrawal or modification of the Company Board Recommendation shall change the approval of the Board of Directors of the Company for purposes of causing any law (including Section 203 of Delaware Law) to be inapplicable to the Merger and the other transactions contemplated by this AgreementProposal. (dc) The Company Board of Directors of the Company shall not take any of the actions referred to in Section 6.04(bclauses (b)(i) through (b)(iii) of the preceding subsection unless the Company shall have delivered to Parent a prior written notice advising Parent that it intends to take such action, and the Company shall continue to advise Parent after taking such action. In addition, prior to obtaining the Company Stockholder Approval, the Company shall notify Parent promptly (but in any no event within twenty-four (24) later than 24 hours) orally and in writing after the receipt by the Company (or any of its Representatives) of (i) any Acquisition Proposal, any material modification of such proposal or (ii) any request for information relating to the Company or any of its Subsidiaries or for access to the business, properties, assets, books or records of the Company or any of its Subsidiaries by any Third Party with respect that, to the knowledge of the Company, is considering making, or has made, an actual or potential Acquisition Proposal. The Company shall also provide the identity of such notice orally and in writing and shall identify the Third Party making, submitting, inquiring about or expressing interest with respect to such Acquisition Proposal (except to the extent disclosure of such identity would breach a confidentiality obligation in effect prior to the execution of this Agreement) and (A) if it is in writing, a copy of such Acquisition Proposal and any related draft agreements and other written material from such Third Party (which, in each case, may be redacted, if necessary, solely to remove the identity of such Third Party in order to comply with a confidentiality obligation in effect prior to the execution of this Agreement) setting forth the terms and conditions of such Acquisition Proposal and (B) if oral, a summary thereof (including the material terms and conditions of the of, any such Acquisition Proposal), indication or request. The Company shall keep Parent reasonably informed fully informed, on a prompt and timely basis current basis, of the status and details of any such Acquisition Proposal and with respect to any change to the material terms of any such Acquisition Proposal within twenty-four (24) hours of any such changeProposal, indication or request. The Company shall notshall, and shall cause its Subsidiaries not and the advisors, employees and other agents of the Company and any of its Subsidiaries to, enter into cease immediately and cause to be terminated any contractand all existing activities, arrangementdiscussions and negotiations, or commitment if any, with any Third Party subsequent conducted prior to the date hereof with respect to any Acquisition Proposal and shall use its reasonable best efforts to cause any such Third Party (or its agents or advisors) in possession of this Agreement, and neither confidential information about the Company nor any of its Subsidiaries is that was furnished by or shall become party to any contract, arrangement, or commitment, in each case, that prohibits the Company from providing such information to Parent. (e) Notwithstanding anything contained in this Agreement to the contrary, prior to obtaining the Company Stockholder Approval, the Board of Directors on behalf of the Company may (i) (x) effect an Adverse Recommendation Change in respect of an Acquisition Proposal, to return or (y) enter into an agreement providing for a transaction that constitutes a Superior Proposal, if (A) the Company shall have received an Acquisition Proposal that was not the result of a breach of Section 6.04(a) that the Board of Directors of the Company determines, after consultation with its outside legal counsel and financial advisors, constitutes a Superior Proposal and the Company shall have otherwise complied in destroy all material respects with the provisions of Section 6.04, (B) the Board of Directors of the Company determines in good faith, after consultation with outside legal counsel, that the failure to take action with respect to such Superior Proposal would likely be inconsistent with its fiduciary duties under Applicable Law, (C) the Company has previously notified Parent in writing that it intends to take such action (a “Section 6.04 Notice”), (D) the Company shall have made its Representatives available to discuss in good faith with Parent’s Representatives any proposed modifications to the terms and conditions of this Agreement during the three (3) Business Day period following delivery by the Company to Parent of the Section 6.04 Notice delivered to Parent, (E) if Parent shall have delivered to the Company a written, binding and irrevocable offer capable of being accepted by the Company to alter the terms or conditions of this Agreement during such three (3) Business Day period, the Board of Directors of the Company shall have determined in good faith (after consultation with its outside legal counsel and financial advisors), after considering the terms of such offer by Parent, that the Superior Proposal giving rise to such Section 6.04 Notice continues to be a Superior Proposal, and (F) in the case of clause (y) above, the Company terminates this Agreement in accordance with Section 10.01 (d)(i), or (ii) effect an Adverse Recommendation Change other than in respect of an Acquisition Proposal if (A) the Board of Directors of the Company determines in good faith, after consultation with outside legal counsel, that the failure to effect such Adverse Recommendation Change would likely be inconsistent with its fiduciary duties under Applicable Law, (B) the Company has previously delivered to Parent a Section 6.04 Notice that it intends to take such action, (C) the Company shall have made its Representatives available to discuss in good faith with Parent’s Representatives any proposed modifications to the terms and conditions of this Agreement during the three (3) Business Day period following delivery by the Company to Parent of the Section 6.04 Notice delivered to Parent, and (D) if Parent shall have delivered to the Company a written, binding and irrevocable offer capable of being accepted by the Company to alter the terms or conditions of this Agreement during such three (3) Business Day period, the Board of Directors of the Company shall have determined in good faith, after consultation with outside legal counsel and after considering the terms of such offer by Parent, that the failure to effect such Adverse Recommendation Change would likely be inconsistent with its fiduciary duties under Applicable Law. If any Superior Proposal that is the subject of clause (i) of this Section 6.04(e) is revised, including any revision to price, then the Company shall deliver to Parent a new Section 6.04 Notice and again comply with the requirements of clause (i) of this Section 6.04(e) with respect to such revised Superior Proposal, on each occasion on which a revised Superior Proposal is submitted, provided that in connection with each new Section 6.04 Notice contemplated by this sentence, each reference to a three (3) Business Day period in the preceding sentence shall be deemed to be a reference to the longer of (x) a forty-eight (48) hour period or (y) a period ending on 11:59 p.m. (New York time) on the Business Day following delivery of the applicable Section 6.04information.

No Solicitation; Other Offers. (a) Subject to the remainder of this Section 6.04, upon execution of this Agreement, Neither the Company shall, and shall cause its Subsidiaries and its and their respective directors, officers, employees, Affiliates, investment bankers, attorneys, accountants and other advisors or representatives nor Parent (collectively, each an “RepresentativesApplicable Party”) to, immediately cease or cause to be terminated any and all activities, discussions or negotiations with any Person with respect to any Acquisition Proposal. The Company shall promptly after the date of this Agreement instruct each Third Party which has heretofore executed a confidentiality agreement relating to an Acquisition Proposal with or for the benefit of the Company to promptly return or destroy all information, documents, and materials relating to the Acquisition Proposal or to the Company or its businesses, operations or affairs heretofore furnished by the Company or any of its Representatives to such Person or any of its Representatives in accordance with the terms of any confidentiality agreement with such Person. Subject to Section 6.04(b) and Section 6.04(c), from the execution of this Agreement until the Effective Time or, if earlier, the termination of this Agreement in accordance with Article 10, neither the Company nor any of its Subsidiaries shall, and the Company and nor shall such Applicable Party or any of its Subsidiaries shall not authorize or permit any of its or their Representatives officers, directors, employees, investment bankers, attorneys, accountants, consultants or other agents or advisors to, directly or indirectly, (i) solicit, initiate or take any action to knowingly facilitate, facilitate or encourage or assist, or knowingly induce the making, submission or announcement of, an of any Acquisition Proposal, (ii) enter into or participate in any discussions or negotiations with, furnish any information relating to the Company such Applicable Party or any of its Subsidiaries or afford access to the business, properties, assets, books, books or records or other information of the Company such Applicable Party or any of its Subsidiaries to, otherwise knowingly cooperate in any way with with, or knowingly assist, participate in, facilitate or encourage any effort by, any Third Party that is seeking to make, or has made, or could reasonably be expected to make, an Acquisition Proposal, (iii) approve, adopt, endorse, grant any waiver or recommend an Acquisition Proposal, release under any standstill or similar agreement with respect to any class of equity securities of such Applicable Party or any of its Subsidiaries or (iv) fail to make, withhold, withdraw or amend, qualify or modify, in each case in a manner adverse to Parent, or publicly propose to withhold, withdraw or amend, modify or qualify, in each case in a manner adverse to Parent, the Company Board Recommendation, (v) propose publicly to approve, adopt, endorse or recommend any Acquisition Proposal (any of the foregoing in clause (iii), (iv) or (v), whether taken by the Board of Directors of the Company or any committee thereof being referred to as an “Adverse Recommendation Change”), (vi) enter into any agreement in principle, letter of intent, term sheet, merger agreement, acquisition agreement, option agreement or other similar instrument contemplating or otherwise relating with respect to an Acquisition Proposal, or (vii) take any action to make the provisions of any “fair price,” “moratorium,” “control share acquisition,” “business combination” or other similar anti-takeover statute or regulation inapplicable to any transactions contemplated by an Acquisition Proposal; provided that no action expressly permitted by Section 8.08 with respect to any standstill provision in any agreement to which the Company or any of its Subsidiaries is a party shall constitute a breach of this Section 6.04. (b) Notwithstanding anything contained in Section 6.04(a) to the contraryforegoing, if at any time prior to obtaining the Company Stockholder ApprovalBoard of Directors of an Applicable Party, directly or indirectly through advisors, agents or other intermediaries, may (i) the Company engage in negotiations or discussions with any of its Representatives has received Third Party that, subject to such Applicable Party’s compliance with Section 8.03(a), submits a bona fide written Acquisition Proposal that the Board of Directors of the Applicable Party determines in good faith after consultation with its legal counsel and financial advisor reasonably could be expected to lead to a Superior Proposal (a “Potential Superior Proposal”), (ii) furnish to such Third Party nonpublic information relating to such Applicable Party or any of its Subsidiaries pursuant to a confidentiality agreement with terms no less favorable to such Applicable Party than those contained in the Confidentiality Agreement dated as of June 3, 2004 between the Company reasonably believesand Parent (the “Confidentiality Agreement”) (a copy of which shall be provided for informational purposes only to the other party) (provided that such confidentiality agreement with such Third Party shall not be required to include any standstill or similar provision), (iii) following receipt of such Potential Superior Proposal, (A) make a Change in Recommendation or (B) terminate this Agreement pursuant to and subject to the terms and conditions of Section 10.01(c) or Section 10.01(d), as applicable, and/or (iv) take any action that any court of competent jurisdiction orders such Applicable Party to take, but in each case referred to in the foregoing clauses (i) through (iii) only if the Board of Directors of such Applicable Party determines in good faith by a majority vote, after consultation with its outside legal counsel and financial advisorscounsel, constitutes, or is reasonably likely that failure to lead to, a Superior Proposal, (ii) take such action would be inconsistent with its fiduciary duties under applicable law. Nothing contained herein shall prevent the Board of Directors of the Company determines in good faith, after consultation or Parent from complying with outside legal counsel, that the failure to take action with respect to such Acquisition Proposal would likely be inconsistent with its fiduciary duties under Applicable Law, (iii) such Acquisition Proposal was not the result of a breach of Section 6.04(aRule 14e-2(a) and (iv) Rule 14d-9 under the Company provides 1934 Act with regard to Parent an Acquisition Proposal; provided that neither such Board of Directors shall recommend that their stockholders tender shares of capital stock in connection with any tender or exchange offer unless such Board of Directors shall have determined in accordance with Section 6.04(d) the information required under Section 6.04(d) to be delivered by the Company to Parent, then, so long as the foregoing conditions in the immediately preceding clauses (i)-(iv) remain satisfied, the Company, directly terms of this Agreement that such tender or indirectly through its Representatives, may (A) engage in negotiations or discussions with such Third Party and its Representatives with respect to the Acquisition exchange offer is a Superior Proposal, and (B) furnish to such Third Party or its Representatives non-public information relating to the Company or any of its Subsidiaries pursuant to an Acceptable Confidentiality Agreement; provided that the Company shall concurrently provide to Parent any such information that is provided to any such Person which was not previously provided to or made available to Parent. (c) In addition, nothing contained herein shall prevent the Company or the Board of Directors of the Company from (i) taking and disclosing to its stockholders a position contemplated by Rule 14d-9 and Rule 14e-2(a) promulgated under the 1934 Act, (ii) making any legally required disclosure to the Company’s stockholders with regard to the transactions contemplated by this Agreement or an Acquisition Proposal (provided that neither the Company nor its Board of Directors may recommend any Acquisition Proposal unless expressly permitted by Section 6.04(e)), (iii) contacting and engaging in discussions with any person or group and their respective Representatives who has made an Acquisition Proposal that was not the result of a breach of this Section 6.04 solely for the purpose of clarifying such Acquisition Proposal and the terms thereof or (iv) issuing a “stop, look and listen” disclosure or similar communication of the type contemplated by Rule 14d-9(f) under the 1934 Act; provided, however, that any disclosure of a position contemplated by Rule 14e-2(a) under the 1934 Act other than (A) a “stop, look and listen” communication limited solely to the type contemplated by Rule 14d-9(f) under the 1934 Act, (B) any express rejection of any applicable Acquisition Proposal or (C) any express reaffirmation of the Company Board Recommendation, shall be deemed to be an Adverse Recommendation Change. No change, withdrawal or modification of the Company Board Recommendation shall change the approval of the Board of Directors of the Company for purposes of causing any law (including Section 203 of Delaware Law) to be inapplicable to the Merger and the other transactions contemplated by this Agreement. (d) The Board of Directors of the Company an Applicable Party shall not take any of the actions referred to in Section 6.04(bclauses (i) through (iv) of the preceding subsection unless the Company such Applicable Party shall have delivered to Parent the other party a prior written notice advising Parent such other party that it intends to take such action, and such Applicable Party shall continue to advise the other party after taking such action. In addition, prior to obtaining the Company Stockholder Approval, the Company such Applicable Party shall notify Parent the other party promptly (but in any no event within twenty-four (24) later than 24 hours) orally and in writing after the receipt by the Company Applicable Party (or any of its Representativesadvisors) of (i) any Acquisition Proposal, any indication that a Third Party is considering making an Acquisition Proposal or (ii) any request for information relating to the Company Applicable Party or any of its Subsidiaries or for access to the business, properties, assets, books or records of the Company Applicable Party or any of its Subsidiaries by any Third Party with respect to that may be considering making, or has made, an actual or potential Acquisition Proposal. The Company Such Applicable Party shall also provide the identity of such notice orally and in writing and shall identify the Third Party making, submitting, inquiring about or expressing interest with respect to such Acquisition Proposal (except to the extent disclosure of such identity would breach a confidentiality obligation in effect prior to the execution of this Agreement) and (A) if it is in writing, a copy of such Acquisition Proposal and any related draft agreements and other written material from such Third Party (which, in each case, may be redacted, if necessary, solely to remove the identity of such Third Party in order to comply with a confidentiality obligation in effect prior to the execution of this Agreement) setting forth the terms and conditions of of, any such Acquisition Proposal and (B) if oralProposal, a summary thereof (including the material terms and conditions of the Acquisition Proposal)indication or request. The Company Applicable Party shall promptly provide the other party with any non-public information concerning the Applicable Party’s business, present or future performance, financial condition or results of operations, provided to any Third Party that was not previously provided to the other party. Such Applicable Party shall keep Parent reasonably informed the other party fully informed, on a prompt and timely basis current basis, of the status and details of any such Acquisition Proposal and with respect to any change to the material terms of any such Acquisition Proposal within twenty-four (24) hours of any such changeProposal, indication or request. The Company shall notSuch Applicable Party shall, and shall cause its Subsidiaries not and the advisors, employees and other agents of such Applicable Party and any of its Subsidiaries to, enter into cease immediately and cause to be terminated any contractand all existing activities, arrangementdiscussions or negotiations, or commitment if any, with any Third Party subsequent conducted prior to the date of this Agreement, and neither the Company nor any of its Subsidiaries is or shall become party to any contract, arrangement, or commitment, in each case, that prohibits the Company from providing such information to Parent. (e) Notwithstanding anything contained in this Agreement to the contrary, prior to obtaining the Company Stockholder Approval, the Board of Directors of the Company may (i) (x) effect an Adverse Recommendation Change in respect of an Acquisition Proposal, or (y) enter into an agreement providing for a transaction that constitutes a Superior Proposal, if (A) the Company shall have received an Acquisition Proposal that was not the result of a breach of Section 6.04(a) that the Board of Directors of the Company determines, after consultation with its outside legal counsel and financial advisors, constitutes a Superior Proposal and the Company shall have otherwise complied in all material respects with the provisions of Section 6.04, (B) the Board of Directors of the Company determines in good faith, after consultation with outside legal counsel, that the failure to take action hereof with respect to any Acquisition Proposal and shall use its reasonable best efforts to cause any such Superior Proposal would likely be inconsistent with Third Party (or its fiduciary duties under agents or advisors) in possession of confidential information about the Applicable Law, (C) the Company has previously notified Parent in writing Party that it intends to take such action (a “Section 6.04 Notice”), (D) the Company shall have made its Representatives available to discuss in good faith with Parent’s Representatives any proposed modifications to the terms and conditions of this Agreement during the three (3) Business Day period following delivery was furnished by the Company to Parent or on behalf of the Section 6.04 Notice delivered Applicable Party to Parent, (E) if Parent shall have delivered to the Company a written, binding and irrevocable offer capable of being accepted by the Company to alter the terms return or conditions of this Agreement during destroy all such three (3) Business Day period, the Board of Directors of the Company shall have determined in good faith (after consultation with its outside legal counsel and financial advisors), after considering the terms of such offer by Parent, that the Superior Proposal giving rise to such Section 6.04 Notice continues to be a Superior Proposal, and (F) in the case of clause (y) above, the Company terminates this Agreement in accordance with Section 10.01 (d)(i), or (ii) effect an Adverse Recommendation Change other than in respect of an Acquisition Proposal if (A) the Board of Directors of the Company determines in good faith, after consultation with outside legal counsel, that the failure to effect such Adverse Recommendation Change would likely be inconsistent with its fiduciary duties under Applicable Law, (B) the Company has previously delivered to Parent a Section 6.04 Notice that it intends to take such action, (C) the Company shall have made its Representatives available to discuss in good faith with Parent’s Representatives any proposed modifications to the terms and conditions of this Agreement during the three (3) Business Day period following delivery by the Company to Parent of the Section 6.04 Notice delivered to Parent, and (D) if Parent shall have delivered to the Company a written, binding and irrevocable offer capable of being accepted by the Company to alter the terms or conditions of this Agreement during such three (3) Business Day period, the Board of Directors of the Company shall have determined in good faith, after consultation with outside legal counsel and after considering the terms of such offer by Parent, that the failure to effect such Adverse Recommendation Change would likely be inconsistent with its fiduciary duties under Applicable Law. If any Superior Proposal that is the subject of clause (i) of this Section 6.04(e) is revised, including any revision to price, then the Company shall deliver to Parent a new Section 6.04 Notice and again comply with the requirements of clause (i) of this Section 6.04(e) with respect to such revised Superior Proposal, on each occasion on which a revised Superior Proposal is submitted, provided that in connection with each new Section 6.04 Notice contemplated by this sentence, each reference to a three (3) Business Day period in the preceding sentence shall be deemed to be a reference to the longer of (x) a forty-eight (48) hour period or (y) a period ending on 11:59 p.m. (New York time) on the Business Day following delivery of the applicable Section 6.04information.

No Solicitation; Other Offers. (a) Subject to During the remainder period beginning on the date of this Agreement and ending on the earlier to occur of (x) the Acceptance Time or (y) the date on which this Agreement is terminated in accordance with Section 6.0411.1, upon execution of this Agreementsubject to Section 7.3(b), the Company shallshall not, and shall cause its Subsidiaries not to, and shall direct and use all commercially reasonable efforts to cause its and their respective officers, directors, officers, employees, Affiliates, investment bankers, attorneys, accountants accountants, consultants and other agents, advisors or representatives (collectively, “Representatives”) to, immediately cease or cause to be terminated any and all activities, discussions or negotiations with any Person with respect to any Acquisition Proposal. The Company shall promptly after the date of this Agreement instruct each Third Party which has heretofore executed a confidentiality agreement relating to an Acquisition Proposal with or for the benefit of the Company to promptly return or destroy all information, documents, and materials relating to the Acquisition Proposal or to the Company or its businesses, operations or affairs heretofore furnished by the Company or any of its Representatives to such Person or any of its Representatives in accordance with the terms of any confidentiality agreement with such Person. Subject to Section 6.04(b) and Section 6.04(c), from the execution of this Agreement until the Effective Time or, if earlier, the termination of this Agreement in accordance with Article 10, neither the Company nor any of its Subsidiaries shall, and the Company and its Subsidiaries shall not authorize any of its or their Representatives to, directly or indirectly, (i) solicit, initiate or take any action to knowingly facilitate, facilitate or encourage or assist, or knowingly induce the making, submission or announcement of, an of any Acquisition Proposal, (ii) enter into or into, participate in or continue any discussions or negotiations with, furnish any information relating to the Company or any of its Subsidiaries or afford access to the business, properties, assets, books, books or records or other information of the Company or any of its Subsidiaries to, otherwise knowingly cooperate in any way with with, or assist any Third Party that is seeking with respect to make, an Acquisition Proposal or has made, in a manner which would or could would reasonably be expected to make, an or facilitate the making of any Acquisition ProposalProposal by any Third Party, (iii) approve, adopt, endorse, or recommend an Acquisition Proposal, (iv) fail to make, withhold, withdraw or amend, qualify or modify, in each case modify in a manner adverse to Parent, Parent or publicly propose to withhold, withdraw or amend, modify or qualify, in each case in a manner adverse to Parent, Parent the Company Board Recommendation, (v) recommend, adopt or approve or publicly propose publicly to approverecommend, adopt, endorse adopt or recommend any approve an Acquisition Proposal (any of the foregoing in this clause (iii), (iv) or (v), whether taken by the Board of Directors of the Company or any committee thereof being referred to as an “Adverse Recommendation Change”), (viiv) grant any waiver or release under any standstill or similar agreement with respect to any class of equity securities of the Company or any of its Subsidiaries, or (v) enter into any agreement in principle, letter of intent, term sheet, merger agreement, acquisition agreement, option agreement or other similar instrument contemplating agreement constituting or otherwise relating to an Acquisition Proposal. Without limiting the foregoing, or (vii) take it is agreed that any action to make violation of the provisions restrictions on the Company set forth in this Section by any Representative of any “fair price,” “moratorium,” “control share acquisition,” “business combination” or other similar anti-takeover statute or regulation inapplicable to any transactions contemplated by an Acquisition Proposal; provided that no action expressly permitted by Section 8.08 with respect to any standstill provision in any agreement to which the Company or any of its Subsidiaries is a party shall constitute be a breach of this Section 6.04by the Company. The Company shall, and shall cause its Subsidiaries to, and shall instruct their respective Representatives to, cease immediately and terminate any and all existing activities, discussions or negotiations, if any, with any Third Party conducted prior to the date of this Agreement with respect to any Acquisition Proposal and shall instruct any such Third Party (or its agents or advisors) in possession of confidential information about the Company that was furnished by or on behalf of the Company to return or destroy all such information. The Company shall advise Parent of any Third Party who does not comply with such instructions. During the term of this Agreement, the Company shall not take any actions to make any Takeover Statute (including any Nevada state takeover statute) or similar statute inapplicable to any Acquisition Proposal. (b) Notwithstanding anything contained in Section 6.04(a) to the contrary7.3(a), if at any time prior to obtaining the Company Stockholder ApprovalAcceptance Time, the Board of Directors, directly or indirectly through advisors, agents or other intermediaries, may, subject to compliance with Section 7.3(c), (i) engage in negotiations or discussions with (including, as a part thereof, making any counterproposal or counteroffer to) any Third Party that, subject to the Company Company’s compliance with Section 7.3(a), has made after the date of this Agreement a Superior Proposal or any of its Representatives has received a an unsolicited bona fide written Acquisition Proposal that the Board of Directors determines in good faith (after considering the advice of the Company reasonably believes, after consultation with its a financial advisor of nationally recognized reputation and outside legal counsel and financial advisors, constitutes, or is counsel) could reasonably likely be expected to lead to, to a Superior Proposal, (ii) the Board of Directors of the Company determines in good faith, after consultation with outside legal counsel, that the failure to take action with respect to such Acquisition Proposal would likely be inconsistent with its fiduciary duties under Applicable Law, (iii) such Acquisition Proposal was not the result of a breach of Section 6.04(a) and (iv) the Company provides to Parent in accordance with Section 6.04(d) the information required under Section 6.04(d) to be delivered by the Company to Parent, then, so long as the foregoing conditions in the immediately preceding clauses (i)-(iv) remain satisfied, the Company, directly or indirectly through its Representatives, may (A) engage in negotiations or discussions with such Third Party and its Representatives with respect to the Acquisition Proposal, and (B) thereafter furnish to such Third Party or its Representatives non-public nonpublic information relating to the Company or any of its Subsidiaries pursuant to an Acceptable a confidentiality agreement with such Third Party with terms no less favorable to the Company than those contained in the Confidentiality Agreement; , provided that the Company shall concurrently provide to Parent any all such information (to the extent that is provided to any such Person which was information has not been previously provided to or made available to Parent. ) is provided or made available to Parent, as the case may be, prior to or substantially concurrently with the time it is provided or made available to such Third Party and (ciii) In additionmake an Adverse Recommendation Change, nothing but in each case referred to in the foregoing clauses (i) through (iii) only if the Board of Directors determines in good faith by a majority vote, after considering advice from outside legal counsel to the Company, that the failure to take such action would be inconsistent with its fiduciary duties under Applicable Law. Nothing contained herein shall prevent the Company or the Board of Directors of the Company from (ix) taking and disclosing to its the stockholders a position contemplated by Rule 14d-9 and Rule 14e-2(a) promulgated under the 1934 Act, (ii) making any legally required disclosure to the Company’s stockholders with regard to the transactions contemplated by this Agreement or an Acquisition Proposal (provided that neither of the Company nor its Board of Directors may recommend any Acquisition Proposal unless expressly permitted by Section 6.04(e)), (iii) contacting and engaging in discussions with any person or group and their respective Representatives who has made an Acquisition Proposal that was not the result of a breach of this Section 6.04 solely for the purpose of clarifying such Acquisition Proposal and the terms thereof or (iv) issuing a “stop, look and listen” disclosure or similar communication of the type contemplated by Rule 14d-9(f) under the 1934 Act; provided, however, that any disclosure of a position contemplated by Rule 14e-2(a) under the 1934 Act other than (A) a “stop, look and listen” communication limited solely to or complying with the type contemplated by requirements of Rule 14d-9(f) 14d-9 under the 1934 ActAct with regard to an Acquisition Proposal, (B) any express rejection of any applicable Acquisition Proposal or (Cy) any express reaffirmation disclosing information to the stockholders of the Company Board Recommendation, shall be deemed to be an Adverse Recommendation Change. No change, withdrawal or modification of the Company Board Recommendation shall change the approval of extent that the Board of Directors determines in good faith, after considering the advice of the Company for purposes of causing any law (including Section 203 of Delaware Law) to be inapplicable outside counsel to the Merger and Company, that the other transactions contemplated by failure to disclose such information would be inconsistent with its fiduciary duties under Applicable Law, provided, that such requirement will in no way eliminate or modify the effect that any action pursuant to such requirement would otherwise have under this Agreement. (dc) The Board of Directors of the Company shall not take any of the actions referred to in clauses (i) through (iii) of Section 6.04(b7.3(b) unless the Company shall have delivered to Parent a prior written notice advising Parent that it intends to take such action, and the Company shall continue to advise Parent after taking such action of the status and terms of any discussions and negotiations with the Third Party. In addition, prior to obtaining the Company Stockholder Approval, the Company shall notify Parent promptly (but in any no event within twenty-four (24) later than 24 hours) orally and in writing after the receipt by the Company (or any of its Representatives) of (i) any Acquisition Proposal, any inquiry or (ii) expression of interest by a Third Party regarding an Acquisition Proposal or of any request for information relating to the Company or any of its Subsidiaries or for access to the business, properties, assets, books or records of the Company or any of its Subsidiaries by any Third Party with respect that could reasonably be expected to lead to an actual or potential Acquisition Proposal. The Company , which notice shall also provide the identity of be provided orally and in writing and shall identify the Third Party making, submitting, inquiring about or expressing interest with respect to such Acquisition Proposal (except to the extent disclosure of such identity would breach a confidentiality obligation in effect prior to the execution of this Agreement) and (A) if it is in writing, a copy of such Acquisition Proposal and any related draft agreements and other written material from such Third Party (which, in each case, may be redacted, if necessary, solely to remove the identity of such Third Party in order to comply with a confidentiality obligation in effect prior to the execution of this Agreement) setting forth the terms and conditions of of, any such Acquisition Proposal and (B) if oralProposal, a summary thereof indication or request (including any changes thereto). The Company shall keep Parent fully informed, on a current basis, of the status and material details of any such Acquisition Proposal, indication or request (including any changes thereto) and shall promptly (but in no event later than 24 hours after receipt) provide to Parent copies of all correspondence and written materials sent or provided to the Company or any of its Subsidiaries that describes any terms or conditions of any Acquisition Proposal. Any material amendment to any Acquisition Proposal will be deemed to be a new Acquisition Proposal for purposes of the Company’s compliance with this Section 7.3(c). (d) As used in this Agreement, “Superior Proposal” means any bona fide, unsolicited written Acquisition Proposal for at least a majority of the outstanding Shares on terms that the Board of Directors determines in good faith by a majority vote, after considering the advice of a financial advisor of nationally recognized reputation and outside legal counsel and taking into account all the terms and conditions of the Acquisition Proposal). The Company shall keep Parent reasonably informed on , would result in a prompt and timely basis of the status and details of any such Acquisition Proposal and with respect to any change to the material terms of any such Acquisition Proposal within twenty-four (24) hours of any such change. The Company shall not, and shall cause its Subsidiaries not to, enter into any contract, arrangement, or commitment with any Third Party subsequent to the date of this Agreement, and neither the Company nor any of its Subsidiaries is or shall become party to any contract, arrangement, or commitment, in each case, that prohibits the Company from providing such information to Parent. (e) Notwithstanding anything contained in this Agreement to the contrary, prior to obtaining the Company Stockholder Approval, the Board of Directors of the Company may transaction (i) (x) effect an Adverse Recommendation Change in respect that if consummated, is more favorable to the Company’s stockholders from a financial point of an Acquisition Proposal, or (y) enter into an agreement providing for a transaction that constitutes a Superior Proposalview than as provided hereunder or, if (A) applicable, any proposal by Parent to amend the Company shall have received an Acquisition Proposal that was not the result terms of a breach of Section 6.04(a) that the Board of Directors of the Company determines, after consultation with its outside legal counsel and financial advisors, constitutes a Superior Proposal and the Company shall have otherwise complied in this Agreement taking into account all material respects with the provisions of Section 6.04, (B) the Board of Directors of the Company determines in good faith, after consultation with outside legal counsel, that the failure to take action with respect to such Superior Proposal would likely be inconsistent with its fiduciary duties under Applicable Law, (C) the Company has previously notified Parent in writing that it intends to take such action (a “Section 6.04 Notice”), (D) the Company shall have made its Representatives available to discuss in good faith with Parent’s Representatives any proposed modifications to the terms and conditions of such proposal and this Agreement during (including the three expected timing and likelihood of consummation, taking into account any governmental and other approval requirements), and (3ii) Business Day period following delivery by the Company to Parent of the Section 6.04 Notice delivered to Parent, (E) if Parent shall have delivered to the Company a written, binding and irrevocable offer that is reasonably capable of being accepted by the Company to alter completed on the terms or conditions of this Agreement during such three (3) Business Day periodproposed, taking into account the Board of Directors identity of the Company shall have determined in good faith person making the proposal, any approval requirements and all other financial (after consultation with its outside legal counsel and financial advisors), after considering including the financing terms of such offer by Parent, that the Superior Proposal giving rise to such Section 6.04 Notice continues to be a Superior Proposal, and (F) in the case of clause (y) above, the Company terminates this Agreement in accordance with Section 10.01 (d)(iproposal), or (ii) effect an Adverse Recommendation Change legal and other than in respect of an Acquisition Proposal if (A) the Board of Directors of the Company determines in good faith, after consultation with outside legal counsel, that the failure to effect such Adverse Recommendation Change would likely be inconsistent with its fiduciary duties under Applicable Law, (B) the Company has previously delivered to Parent a Section 6.04 Notice that it intends to take such action, (C) the Company shall have made its Representatives available to discuss in good faith with Parent’s Representatives any proposed modifications to the terms and conditions of this Agreement during the three (3) Business Day period following delivery by the Company to Parent of the Section 6.04 Notice delivered to Parent, and (D) if Parent shall have delivered to the Company a written, binding and irrevocable offer capable of being accepted by the Company to alter the terms or conditions of this Agreement during such three (3) Business Day period, the Board of Directors of the Company shall have determined in good faith, after consultation with outside legal counsel and after considering the terms aspects of such offer by Parent, that the failure to effect such Adverse Recommendation Change would likely be inconsistent with its fiduciary duties under Applicable Law. If any Superior Proposal that is the subject of clause (i) of this Section 6.04(e) is revised, including any revision to price, then the Company shall deliver to Parent a new Section 6.04 Notice and again comply with the requirements of clause (i) of this Section 6.04(e) with respect to such revised Superior Proposal, on each occasion on which a revised Superior Proposal is submitted, provided that in connection with each new Section 6.04 Notice contemplated by this sentence, each reference to a three (3) Business Day period in the preceding sentence shall be deemed to be a reference to the longer of (x) a forty-eight (48) hour period or (y) a period ending on 11:59 p.m. (New York time) on the Business Day following delivery of the applicable Section 6.04proposal.

No Solicitation; Other Offers. (a) Subject to the remainder of this Section 6.04, upon execution of this Agreement7.03(b), the Company shallshall not, and shall cause its Subsidiaries and its and their respective officers and directors, officers, and shall direct and use reasonable best efforts to cause its employees, Affiliates, investment bankers, attorneys, accountants accountants, consultants and other agents, advisors or representatives (collectively, “Representatives”) to, immediately cease or cause to be terminated any and all activities, discussions or negotiations with any Person with respect to any Acquisition Proposal. The Company shall promptly after the date of this Agreement instruct each Third Party which has heretofore executed a confidentiality agreement relating to an Acquisition Proposal with or for the benefit of the Company to promptly return or destroy all information, documents, and materials relating to the Acquisition Proposal or to the Company or its businesses, operations or affairs heretofore furnished by the Company or any of its Representatives to such Person or any of its Representatives in accordance with the terms of any confidentiality agreement with such Person. Subject to Section 6.04(b) and Section 6.04(c), from the execution of this Agreement until the Effective Time or, if earlier, the termination of this Agreement in accordance with Article 10, neither the Company nor any of its Subsidiaries shall, and the Company and its Subsidiaries shall not authorize any of its or their Representatives to, directly or indirectly, (i) solicit, initiate initiate, or take any action to knowingly facilitate, that it knows or reasonably should know would facilitate or encourage or assist, or knowingly induce the making, submission or announcement of, an any Acquisition Proposal, (ii) enter into or participate in any discussions or negotiations with, furnish any information relating to the Company or any of its Subsidiaries or afford access to the business, properties, assets, books, books or records or other information of the Company or any of its Subsidiaries to, otherwise knowingly cooperate in any way with with, or knowingly assist, participate in, facilitate or encourage any effort by any Third Party that is seeking to make, or has made, or could reasonably be expected to make, an Acquisition Proposal, (iii) approve, adopt, endorse, or recommend an Acquisition Proposal, (iv) fail to make, withhold, withdraw or amend, qualify or modify, in each case modify in a manner adverse to Parent, Parent or publicly propose to withhold, withdraw or amend, modify or qualify, in each case in a manner adverse to Parent, Parent the Company Board Recommendation, Recommendation (v) propose publicly it being understood that taking a neutral position or no position with respect to approve, adopt, endorse or recommend any Acquisition Proposal Proposal, other than a statement contemplated by Rule 14d-9(f) under the 1934 Act during the initial period of ten Business Days following the commencement of the Acquisition Proposal, shall be considered an adverse modification, recommend, adopt or approve or publicly propose to recommend, adopt or approve an Acquisition Proposal), or take any action or make any statement inconsistent with the Company Board Recommendation (any of the foregoing in this clause (iii), (iv) or (v), whether taken by the Board of Directors of the Company or any committee thereof being referred to as an “Adverse Recommendation Change”), (viiv) grant any waiver or release under any standstill or similar agreement with respect to any class of equity securities of the Company or any of its Subsidiaries or (v) enter into any agreement in principle, letter of intent, term sheet, merger agreement, acquisition agreement, option agreement, joint venture agreement, partnership agreement or other similar instrument contemplating constituting or otherwise relating to an Acquisition Proposal. The Company shall, and shall cause its Subsidiaries and their respective Representatives to, cease immediately and cause to be terminated any and all existing activities, discussions or (vii) take negotiations, if any, with any action Third Party conducted prior to make the provisions date of any “fair price,” “moratorium,” “control share acquisition,” “business combination” or other similar anti-takeover statute or regulation inapplicable to any transactions contemplated by an Acquisition Proposal; provided that no action expressly permitted by Section 8.08 this Agreement with respect to any standstill provision Acquisition Proposal and shall use its reasonable best efforts to cause any such Party (or its agents or advisors) in any agreement to which possession of confidential information about the Company that was furnished by or any on behalf of its Subsidiaries is a party shall constitute a breach the Company to return or destroy all such information. During the term of this Section 6.04Agreement, the Company shall not take any actions to make any state takeover statute (including any Delaware state takeover statute) or similar statute inapplicable to any Acquisition Proposal. (b) Notwithstanding anything contained in Section 6.04(a) to the contraryforegoing, if at any time prior to obtaining the Company Stockholder Approvaladoption of this Agreement by the Company’s stockholders (and in no event after the adoption of this Agreement by the Company’s stockholders), the Board of Directors of the Company, directly or indirectly through advisors, agents or other intermediaries, may, subject to compliance with Section 7.03(c), (i) engage in negotiations or discussions with any Third Party that, subject to the Company Company’s compliance with Section 7.03(a) has made after the date of this Agreement a Superior Proposal or any of its Representatives has received a an unsolicited bona fide written Acquisition Proposal that the Board of Directors of the Company reasonably believes, believes (after consultation with its considering the advice of a financial advisor of nationally recognized reputation and outside legal counsel and financial advisors, constitutes, or counsel) is reasonably likely to lead to, to a Superior Proposal, (ii) the Board of Directors of the Company determines in good faith, after consultation with outside legal counsel, that the failure to take action with respect to such Acquisition Proposal would likely be inconsistent with its fiduciary duties under Applicable Law, (iii) such Acquisition Proposal was not the result of a breach of Section 6.04(a) and (iv) the Company provides to Parent in accordance with Section 6.04(d) the information required under Section 6.04(d) to be delivered by the Company to Parent, then, so long as the foregoing conditions in the immediately preceding clauses (i)-(iv) remain satisfied, the Company, directly or indirectly through its Representatives, may (A) engage in negotiations or discussions with such Third Party and its Representatives with respect to the Acquisition Proposal, and (B) thereafter furnish to such Third Party or its Representatives non-public nonpublic information relating to the Company or any of its Subsidiaries pursuant to an Acceptable a confidentiality agreement with terms no less favorable to the Company than those contained in the Confidentiality AgreementAgreement (a copy of which shall be provided, promptly after its execution, for informational purposes only to Parent), it being understood that such confidentiality agreement need not contain a standstill provision; provided that the Company shall concurrently provide to Parent any all such information (to the extent that is provided to any such Person which was information has not been previously provided to or made available to Parent. ) is provided or made available to Parent, as the case may be, prior to or substantially concurrently with the time it is provided or made available to such Third Party) and (ciii) In additionfollowing receipt of a Superior Proposal after the date of this Agreement or a development or a change in circumstances occurs or arises after the date of this Agreement that was not known by the Company’s board of directors as of the date of this Agreement (such material development or change in circumstance, nothing an “Intervening Event”), make an Adverse Recommendation Change, but in each case referred to in the foregoing clauses (i) through (iii) only if the Board of Directors of the Company determines in good faith by a majority vote, after considering advice from outside legal counsel to the Company, that in light of such Superior Proposal or Intervening Event, such action is required in order for the Board to comply with its fiduciary duties under Applicable Law. Nothing contained herein shall prevent the Company or the Board of Directors of the Company from (i) taking and disclosing to its stockholders a position contemplated by Rule 14d-9 and complying with requirements of Rule 14e-2(a) promulgated under the 1934 Act, (ii) making any legally required disclosure to the Company’s stockholders with regard to the transactions contemplated by this Agreement or an Acquisition Proposal (provided that neither the Company nor its Board of Directors may recommend any Acquisition Proposal unless expressly permitted by Section 6.04(e)), (iii) contacting and engaging in discussions with any person or group and their respective Representatives who has made an Acquisition Proposal that was not the result of a breach of this Section 6.04 solely for the purpose of clarifying such Acquisition Proposal and the terms thereof or (iv) issuing a “stop, look and listen” disclosure or similar communication of the type contemplated by Rule 14d-9(f) under the 1934 Act; provided, however, that any disclosure of a position contemplated by Rule 14e-2(a) 14d-9 under the 1934 Act other than (A) a “stopwith regard to an Acquisition Proposal, look and listen” communication limited solely so long as any action taken or statement made to so comply is consistent with this Section 7.03; provided, that such requirement will in no way eliminate or modify the type contemplated by Rule 14d-9(f) effect that any action pursuant to such requirement would otherwise have under the 1934 Act, (B) any express rejection of any applicable Acquisition Proposal or (C) any express reaffirmation of the Company Board Recommendation, shall be deemed to be an Adverse Recommendation Change. No change, withdrawal or modification of the Company Board Recommendation shall change the approval of the Board of Directors of the Company for purposes of causing any law (including Section 203 of Delaware Law) to be inapplicable to the Merger and the other transactions contemplated by this Agreement. (dc) The Board of Directors of the Company shall not take any of the actions referred to in clauses (i) through (iii) of Section 6.04(b7.03(b) unless the Company shall have delivered to Parent a prior written notice advising Parent that it intends to take such action. In addition, prior to obtaining the Company Stockholder Approval, the The Company shall notify Parent promptly (but in any no event within twenty-four (24) later than 24 hours) orally and in writing after the receipt by the Company (or any of its Representatives) of (i) any Acquisition Proposal, any indication that a Third Party is considering making an Acquisition Proposal or (ii) of any request for information relating to the Company or any of its Subsidiaries or for access to the business, properties, assets, books or records of the Company or any of its Subsidiaries by any Third Party with respect to that may be considering making, or has made, an actual or potential Acquisition Proposal. The Company , which notice shall also provide the identity of be provided orally and in writing and shall identify the Third Party making, submitting, inquiring about or expressing interest with respect to such Acquisition Proposal (except to the extent disclosure of such identity would breach a confidentiality obligation in effect prior to the execution of this Agreement) and (A) if it is in writing, a copy of such Acquisition Proposal and any related draft agreements and other written material from such Third Party (which, in each case, may be redacted, if necessary, solely to remove the identity of such Third Party in order to comply with a confidentiality obligation in effect prior to the execution of this Agreement) setting forth the terms and conditions of such Acquisition Proposal and (B) if oral, a summary thereof (including the material terms and conditions of the of, any such Acquisition Proposal, indication or request (including any changes thereto). The Company shall keep Parent reasonably informed fully informed, on a prompt and timely basis current basis, of the status and details of any such Acquisition Proposal Proposal, indication or request and with respect shall promptly (but in no event later than 24 hours after receipt) provide to any change Parent copies of all significant correspondence and written materials sent or provided to the material terms of any such Acquisition Proposal within twenty-four (24) hours of any such change. The Company shall not, and shall cause its Subsidiaries not to, enter into any contract, arrangement, or commitment with any Third Party subsequent to the date of this Agreement, and neither the Company nor any of its Subsidiaries is or shall become party to that describes any contract, arrangement, or commitment, in each case, that prohibits the Company from providing such information to Parent. (e) Notwithstanding anything contained in this Agreement to the contrary, prior to obtaining the Company Stockholder Approval, the Board of Directors of the Company may (i) (x) effect an Adverse Recommendation Change in respect of an Acquisition Proposal, or (y) enter into an agreement providing for a transaction that constitutes a Superior Proposal, if (A) the Company shall have received an Acquisition Proposal that was not the result of a breach of Section 6.04(a) that the Board of Directors of the Company determines, after consultation with its outside legal counsel and financial advisors, constitutes a Superior Proposal and the Company shall have otherwise complied in all material respects with the provisions of Section 6.04, (B) the Board of Directors of the Company determines in good faith, after consultation with outside legal counsel, that the failure to take action with respect to such Superior Proposal would likely be inconsistent with its fiduciary duties under Applicable Law, (C) the Company has previously notified Parent in writing that it intends to take such action (a “Section 6.04 Notice”), (D) the Company shall have made its Representatives available to discuss in good faith with Parent’s Representatives any proposed modifications to the terms and conditions of this Agreement during the three (3) Business Day period following delivery by the Company to Parent of the Section 6.04 Notice delivered to Parent, (E) if Parent shall have delivered to the Company a written, binding and irrevocable offer capable of being accepted by the Company to alter the terms or conditions of this Agreement during such three (3) Business Day period, the Board of Directors of the Company shall have determined in good faith (after consultation with its outside legal counsel and financial advisors), after considering the terms of such offer by Parent, that the Superior Proposal giving rise to such Section 6.04 Notice continues to be a Superior any Acquisition Proposal, and (F) in the case of clause (y) above, the Company terminates this Agreement in accordance with Section 10.01 (d)(i), or (ii) effect an Adverse Recommendation Change other than in respect of an Acquisition Proposal if (A) the Board of Directors of the Company determines in good faith, after consultation with outside legal counsel, that the failure to effect such Adverse Recommendation Change would likely be inconsistent with its fiduciary duties under Applicable Law, (B) the Company has previously delivered to Parent a Section 6.04 Notice that it intends to take such action, (C) the Company shall have made its Representatives available to discuss in good faith with Parent’s Representatives any proposed modifications to the terms and conditions of this Agreement during the three (3) Business Day period following delivery by the Company to Parent of the Section 6.04 Notice delivered to Parent, and (D) if Parent shall have delivered to the Company a written, binding and irrevocable offer capable of being accepted by the Company to alter the terms or conditions of this Agreement during such three (3) Business Day period, the Board of Directors of the Company shall have determined in good faith, after consultation with outside legal counsel and after considering the terms of such offer by Parent, that the failure to effect such Adverse Recommendation Change would likely be inconsistent with its fiduciary duties under Applicable Law. If any Superior Proposal that is the subject of clause (i) of this Section 6.04(e) is revised, including any revision to price, then the Company shall deliver to Parent a new Section 6.04 Notice and again comply with the requirements of clause (i) of this Section 6.04(e) with respect to such revised Superior Proposal, on each occasion on which a revised Superior Proposal is submitted, provided that in connection with each new Section 6.04 Notice contemplated by this sentence, each reference to a three (3) Business Day period in the preceding sentence shall be deemed to be a reference to the longer of (x) a forty-eight (48) hour period or (y) a period ending on 11:59 p.m. (New York time) on the Business Day following delivery of the applicable Section 6.04.

No Solicitation; Other Offers. (a) Subject to the remainder of this Section 6.04, upon execution of this Agreement6.04(b), the Company shallshall not, and the Company shall cause its Subsidiaries and its and their respective officers, directors, officers, employees, Affiliates, investment bankers, attorneys, accountants accountants, consultants and other agents and advisors or representatives (collectively, “Representatives”) to, immediately cease or cause to be terminated any and all activities, discussions or negotiations with any Person with respect to any Acquisition Proposal. The Company shall promptly after the date of this Agreement instruct each Third Party which has heretofore executed a confidentiality agreement relating to an Acquisition Proposal with or for the benefit of the Company to promptly return or destroy all information, documents, and materials relating to the Acquisition Proposal or to the Company or its businesses, operations or affairs heretofore furnished by the Company or any of its Representatives to such Person or any of its Representatives in accordance with the terms of any confidentiality agreement with such Person. Subject to Section 6.04(b) and Section 6.04(c), from the execution of this Agreement until the Effective Time or, if earlier, the termination of this Agreement in accordance with Article 10, neither the Company nor any of its Subsidiaries shall, and the Company and its Subsidiaries shall not authorize any of its or their Representatives to, directly or indirectly, (i) solicit, initiate or knowingly take any action to knowingly facilitate, facilitate or encourage or assistany inquiries regarding, or knowingly induce the makingmaking or submission of any proposal or offer that constitutes, submission or announcement ofcould reasonably be expected to result in, an Acquisition Proposal, (ii) enter into or participate in any discussions or negotiations withregarding any Acquisition Proposal, or furnish or disclose any information relating to the Company or any of its Subsidiaries or afford access to the business, properties, assets, books, records or other information of the Company or any of its Subsidiaries to, otherwise knowingly cooperate in any way with with, or knowingly take any action to facilitate or encourage any effort by, any Third Party that is seeking to make, or has made, or could reasonably be expected to make, an any Acquisition Proposal, (iii) approve, adopt, endorse, or recommend an Acquisition Proposal, (iv) fail to make, withhold, withdraw or amend, qualify or modify, in each case in a manner adverse to Parent, or publicly propose to withhold, withdraw or amend, modify or qualify, in each case in a manner adverse to Parent, the Company Board Recommendation, Recommendation (v) propose or publicly to approve, adopt, endorse or recommend any Acquisition Proposal or take any public action or make any public statement inconsistent with the Company Board Recommendation, including any failure to include the Company Board Recommendation in the Company Proxy Statement) (any of the foregoing in this clause (iii), (iv) or (v), whether taken by the Board of Directors of the Company or any committee thereof being referred to as an “Adverse Recommendation Change”), ) or (viiv) enter into any agreement, agreement in principle, letter of intent, term sheet, merger agreement, acquisition agreement, option agreement or other similar instrument contemplating or otherwise relating to an any Acquisition Proposal. The Company shall, and shall cause each of its Subsidiaries and its and their Representatives to, immediately cease and cause to be terminated any discussions or negotiations with any Third Party (viiother than Parent and its Representatives) take any action to make that may be ongoing as of the provisions of any “fair price,” “moratorium,” “control share acquisition,” “business combination” or other similar anti-takeover statute or regulation inapplicable to any transactions contemplated by an Acquisition Proposal; provided that no action expressly permitted by Section 8.08 date hereof with respect to any standstill provision actual or potential Acquisition Proposal. The Company shall use its commercially reasonable efforts to obtain, in accordance with the terms of any agreement applicable confidentiality agreement, the return or destruction of any confidential information previously furnished to which any such Person by the Company Company, any of its Subsidiaries or any of its Subsidiaries is a party shall constitute a breach of this Section 6.04or their Representatives. (b) Notwithstanding anything contained in Section 6.04(a) to the contraryforegoing, if at any time prior to obtaining the Company Stockholder Approval, Approval (ix) the Company or any of its Representatives has received in response to a bona fide written Acquisition Proposal received by the Company after the date hereof that was not solicited in violation of Section 6.04(a) and with respect to which the Board of Directors of the Company reasonably believes, determines in good faith (after consultation with its outside legal counsel and financial advisors, ) (i) that such Acquisition Proposal constitutes, or is could reasonably likely be expected to lead to, a Superior Proposal, Proposal and (ii) that its failure to take the applicable action set forth in clauses (A), (B) or (C) below with respect to such Acquisition Proposal would reasonably be expected to be inconsistent with its fiduciary duties to the Company Stockholders under Applicable Law, the Board of Directors of the Company, directly or indirectly through advisors, agents or other intermediaries, may, in response to such Acquisition Proposal, and subject to compliance with Section 6.04(c) and Section 6.04(d), (A) provide access to its properties, Contracts, personnel, books and records and furnish information, data and/or draft agreements with respect to the Company and its Subsidiaries to the Person making such Acquisition Proposal and its Representatives, (B) participate in discussions or negotiations with the Person making such Acquisition Proposal and its Representatives regarding such Acquisition Proposal or (C) in the event that the Board of Directors of the Company determines in good faith, faith (after consultation with its outside legal counselcounsel and financial advisors) that such Acquisition Proposal constitutes a Superior Proposal, that the failure to take action make an Adverse Recommendation Change and/or enter into an agreement (or any letter of intent, acquisition agreement or similar agreement with respect to such Acquisition Superior Proposal) regarding such Superior Proposal would likely be inconsistent or (y) other than in connection with its fiduciary duties under Applicable Law, (iii) such Acquisition Proposal was not the result of a breach of Section 6.04(a) and (iv) the Company provides to Parent in accordance with Section 6.04(d) the information required under Section 6.04(d) to be delivered by the Company to Parent, then, so long as the foregoing conditions in the immediately preceding clauses (i)-(iv) remain satisfied, the Company, directly or indirectly through its Representatives, may (A) engage in negotiations or discussions with such Third Party and its Representatives with respect to the an Acquisition Proposal, and (B) furnish to such Third Party or its Representatives non-public information relating to the Company or any of its Subsidiaries pursuant to an Acceptable Confidentiality Agreement; provided that the Company shall concurrently provide to Parent any such information that is provided to any such Person which was not previously provided to or made available to Parent. (c) In addition, nothing contained herein shall prevent the Company or if the Board of Directors of the Company from determines in good faith (iafter consultation with its outside legal counsel and financial advisors) taking and disclosing that its failure to its stockholders a position contemplated by Rule 14d-9 and Rule 14e-2(a) promulgated under the 1934 Act, (ii) making any legally required disclosure to the Company’s stockholders with regard to the transactions contemplated by this Agreement or an Acquisition Proposal (provided that neither the Company nor its Board of Directors may recommend any Acquisition Proposal unless expressly permitted by Section 6.04(e)), (iii) contacting and engaging in discussions with any person or group and their respective Representatives who has made an Acquisition Proposal that was not the result of a breach of this Section 6.04 solely for the purpose of clarifying such Acquisition Proposal and the terms thereof or (iv) issuing a “stop, look and listen” disclosure or similar communication of the type contemplated by Rule 14d-9(f) under the 1934 Act; provided, however, that any disclosure of a position contemplated by Rule 14e-2(a) under the 1934 Act other than (A) a “stop, look and listen” communication limited solely to the type contemplated by Rule 14d-9(f) under the 1934 Act, (B) any express rejection of any applicable Acquisition Proposal or (C) any express reaffirmation of the Company Board Recommendation, shall be deemed to be make an Adverse Recommendation Change. No change, withdrawal or modification of Change would reasonably be expected to be inconsistent with its fiduciary duties to the Company Board Recommendation shall change the approval of Stockholders under Applicable Law, then the Board of Directors of the Company for purposes of causing any law (including Section 203 of Delaware Law) to be inapplicable to may make an Adverse Recommendation Change; provided, however, that the Merger and the other transactions contemplated by this Agreement. (d) The Board of Directors of the Company shall not take any of the actions referred to in Section 6.04(b) unless the Company shall have delivered to Parent a prior written notice advising Parent that it intends to take such action. In addition, prior to obtaining the Company Stockholder Approval, the Company shall notify Parent promptly (but in any event within twenty-four (24) hours) orally and in writing after the receipt by the Company (make an Adverse Recommendation Change or any of its Representatives) of (i) any Acquisition Proposal, or (ii) any request for information relating to the Company or any of its Subsidiaries or for access to the business, properties, assets, books or records of the Company or any of its Subsidiaries by any Third Party with respect to enter into an actual or potential Acquisition Proposal. The Company shall also provide the identity of the Third Party making, submitting, inquiring about or expressing interest with respect to such Acquisition Proposal (except to the extent disclosure of such identity would breach a confidentiality obligation in effect prior to the execution of this Agreement) and (A) if it is in writing, a copy of such Acquisition Proposal and any related draft agreements and other written material from such Third Party (whichagreement, in each case, with respect to any Superior Proposal unless (1) the Company has given Parent three (3) Business Days prior written notice of its intention to take such action (it being understood and agreed that, in connection with either of the foregoing relating to a Superior Proposal, any change to the consideration offered or other material terms of any Superior Proposal shall require an additional notice to Parent and a new two (2) Business Day notice period), (2) the Board of Directors of the Company shall have considered in good faith (after consultation with its outside legal counsel and financial advisors) any changes or revisions to this Agreement proposed by Parent and shall (x) not have determined that the Superior Proposal would no longer constitute a Superior Proposal if such changes were to be given effect or (y) have determined to make such Adverse Recommendation Change even if such changes were to be given effect and (3)(x) the Company has complied in all material respects with its obligations under this Section 6.04 and (y) in the event that the Board of Directors of the Company has determined to enter into an agreement regarding such Superior Proposal, the Company shall have terminated this Agreement in accordance with the provisions of Section 8.01(d)(ii) hereof and the Company pays Parent the Company Termination Fee in accordance with Section 8.03. (c) The Company shall promptly (and in any event within two (2) Business Days) advise Parent orally and in writing of (i) the receipt of any indication in writing that a Third Party is considering or may be redactedconsidering making an Acquisition Proposal or (ii) the receipt of any Acquisition Proposal, if necessaryin each case, solely to remove along with the identity of the Person making any such Third Party in order Acquisition Proposal, and, to comply the extent available, the Company shall provide Parent with a confidentiality obligation in effect prior to the execution copy or a written summary of this Agreement) setting forth the terms and conditions of such Acquisition Proposal and (B) if oral, a summary thereof (including the material terms and conditions of the any such Acquisition Proposal). The Company shall keep Parent reasonably informed on a prompt and timely basis of the status and details of any such Acquisition Proposal and with respect to on a current basis (including any change to the material terms terms) of any such Acquisition Proposal, potential Acquisition Proposal within twenty-four (24) hours or information request. Following a determination by the Board of Directors of the Company that an Acquisition Proposal constitutes a Superior Proposal, the Company shall deliver to Parent a written notice advising it that the Board of Directors of the Company has made such determination together with a copy of any written summary or any draft or definitive agreements related to such changeSuperior Proposal and a summary of the material terms of such Superior Proposal. The Company agrees that it shall not, and shall cause its Subsidiaries not to, enter into any contract, arrangement, confidentiality agreement or commitment other agreement with any Third Party Person subsequent to the date of this Agreement, and neither the Company nor any of its Subsidiaries is or shall become party to any contract, arrangement, or commitment, in each case, that Agreement which prohibits the Company from providing such information to Parent. (d) Prior to furnishing any information to or entering into discussions or negotiations with any Person making an Acquisition Proposal pursuant to Section 6.04(b), the Company shall receive from such Person an executed confidentiality agreement, the terms of which shall be no less favorable to the Company than, in the aggregate, those contained in the Confidentiality Agreement dated as of November 14, 2008 between the Company and Parent (the “Confidentiality Agreement”) (a copy of which shall be provided for informational purposes only to Parent). The Company shall promptly provide to Parent any non-public information concerning the Company or any of its Subsidiaries not previously provided to Parent or the Parent Representatives that is provided to any Person making an Acquisition Proposal. 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, or enter into any confidentiality agreement pursuant to this Section 6.04(d) that contains a standstill provision that is less favorable to the Company than the standstill provision contained in the Confidentiality Agreement (or that does not include any standstill provision), unless the failure to take such action by the Board of Directors of the Company would be reasonably expected to be inconsistent with its fiduciary duties to Company Stockholders under Applicable Law (in which case, such termination, waiver, amendment or modification, or the terms of any standstill provision contained in any confidentiality agreement entered into pursuant to this Section 6.04(d) that is less favorable to the Company than the standstill provision contained in the Confidentiality Agreement (or the absence of any such standstill provision), shall also apply to the Confidentiality Agreement, to the extent applicable). (e) Notwithstanding anything to the contrary contained herein, nothing contained in this Agreement shall prohibit or restrict the Company or the Board of Directors of the Company from (a) taking and/or disclosing to the contrary, prior Company Stockholders a position contemplated by Rule 14d-9 or Rule 14e-2 promulgated under the Exchange Act or (b) making any disclosure to obtaining the stockholders of the Company Stockholder Approvalif, the Board of Directors of the Company may (i) (x) effect an Adverse Recommendation Change in respect of an Acquisition ProposalCompany, or (y) enter into an agreement providing for a transaction that constitutes a Superior Proposal, if (A) the Company shall have received an Acquisition Proposal that was not the result of a breach of Section 6.04(a) that the Board of Directors of the Company determines, after consultation with its outside legal counsel and financial advisors, constitutes a Superior Proposal and the Company shall have otherwise complied in all material respects with the provisions of Section 6.04, (B) the Board of Directors of the Company determines in good faith, after consultation with outside legal counsel, that the failure to take action with respect to such Superior Proposal would likely be inconsistent with its fiduciary duties under Applicable Law, (C) the Company has previously notified Parent in writing that it intends to take such action (a “Section 6.04 Notice”), (D) the Company shall have made its Representatives available to discuss in good faith with Parent’s Representatives any proposed modifications to the terms and conditions of this Agreement during the three (3) Business Day period following delivery by the Company to Parent of the Section 6.04 Notice delivered to Parent, (E) if Parent shall have delivered to the Company a written, binding and irrevocable offer capable of being accepted by the Company to alter the terms or conditions of this Agreement during such three (3) Business Day period, the Board of Directors of the Company shall have determined in good faith (after consultation with its outside legal counsel and financial advisors) that it is required to do so under Applicable Law (including Rule 14d-9 and Rule 14e-2 promulgated under the Exchange Act); provided, after considering the terms of such offer by Parenthowever, that the Superior Proposal giving rise to such Section 6.04 Notice continues to be a Superior Proposal, and (F) in the case of clause (y) above, the Company terminates this Agreement in accordance with Section 10.01 (d)(i), or (ii) effect an Adverse Recommendation Change other than in respect of an Acquisition Proposal if (A) the Board of Directors of the Company determines in good faith, after consultation with outside legal counsel, that the failure to effect such Adverse Recommendation Change would likely be inconsistent with its fiduciary duties under Applicable Law, (B) the Company has previously delivered to Parent a Section 6.04 Notice that it intends to take such action, (C) the Company no event shall have made its Representatives available to discuss in good faith with Parent’s Representatives any proposed modifications to the terms and conditions of this Agreement during the three (3) Business Day period following delivery by the Company to Parent of the Section 6.04 Notice delivered to Parent, and (D) if Parent shall have delivered to the Company a written, binding and irrevocable offer capable of being accepted by the Company to alter the terms or conditions of this Agreement during such three (3) Business Day period, the Board of Directors of the Company shall have determined in good faith, after consultation with outside legal counsel and after considering the terms of such offer by Parent, that the failure to effect such Adverse Recommendation Change would likely be inconsistent with its fiduciary duties under Applicable Law. If any Superior Proposal that is the subject of clause (i) of this Section 6.04(e) is revised, including any revision to price, then affect the obligations of the Company shall deliver to Parent a new specified in Section 6.04 Notice and again comply with the requirements of clause (i) of this Section 6.04(e) with respect to such revised Superior Proposal, on each occasion on which a revised Superior Proposal is submitted, provided that in connection with each new Section 6.04 Notice contemplated by this sentence, each reference to a three (3) Business Day period in the preceding sentence shall be deemed to be a reference to the longer of (x) a forty-eight (48) hour period or (y) a period ending on 11:59 p.m. (New York time) on the Business Day following delivery of the applicable Section 6.046.04(b).

No Solicitation; Other Offers. (a) Subject to the remainder of this Section 6.04, upon execution of this Agreement6.03(b), the Company shallshall not, and shall cause its Subsidiaries not to, and shall direct and use its commercially reasonable efforts to cause its and their respective officers, directors, officers, employees, Affiliates, investment bankers, attorneys, accountants accountants, consultants and other agents, advisors or representatives (collectively, “Representatives”) to, immediately cease or cause to be terminated any and all activities, discussions or negotiations with any Person with respect to any Acquisition Proposal. The Company shall promptly after the date of this Agreement instruct each Third Party which has heretofore executed a confidentiality agreement relating to an Acquisition Proposal with or for the benefit of the Company to promptly return or destroy all information, documents, and materials relating to the Acquisition Proposal or to the Company or its businesses, operations or affairs heretofore furnished by the Company or any of its Representatives to such Person or any of its Representatives in accordance with the terms of any confidentiality agreement with such Person. Subject to Section 6.04(b) and Section 6.04(c), from the execution of this Agreement until the Effective Time or, if earlier, the termination of this Agreement in accordance with Article 10, neither the Company nor any of its Subsidiaries shall, and the Company and its Subsidiaries shall not authorize any of its or their Representatives to, directly or indirectly, (i) solicit, initiate or take any action to knowingly facilitate, facilitate or encourage or assist, or knowingly induce the making, submission or announcement of, an of any Acquisition Proposal, (ii) enter into or participate in any discussions or negotiations with, furnish any information relating to the Company or any of its Subsidiaries or afford access to the business, properties, assets, books, books or records or other information of the Company or any of its Subsidiaries to, otherwise knowingly cooperate in any way with with, or knowingly assist, participate in, facilitate or encourage any effort by any Third Party that is seeking to make, or has made, or could reasonably be expected to make, an Acquisition Proposal, (iii) approve, adopt, endorse, or recommend an Acquisition Proposal, (iv) fail to make, withhold, withdraw or amend, qualify or modify, in each case modify in a manner adverse to Parent, Parent or publicly propose to withhold, withdraw or amend, modify or qualify, in each case in a manner adverse to Parent, Parent the Company Board Recommendation, (v) or recommend, adopt or approve or publicly propose publicly to approverecommend, adopt, endorse adopt or recommend any approve an Acquisition Proposal (any of the foregoing in this clause (iii), (iv) or (v), whether taken by the Board of Directors of the Company or any committee thereof being referred to as an “Adverse Recommendation Change”), (viiv) grant any waiver or release under any standstill or similar agreement with respect to any class of equity securities of the Company or any of its Subsidiaries or (v) enter into any agreement in principle, letter of intent, term sheet, merger agreement, acquisition agreement, option agreement, joint venture agreement, partnership agreement or other similar instrument contemplating constituting or otherwise relating to an Acquisition ProposalProposal (except for confidentiality agreements permitted under Section 6.03(b)). The Company shall, and shall cause its Subsidiaries and their respective Representatives to, cease immediately and cause to be terminated any and all existing activities, discussions or (vii) take negotiations, if any, with any action Third Party conducted prior to make the provisions date of any “fair price,” “moratorium,” “control share acquisition,” “business combination” or other similar anti-takeover statute or regulation inapplicable to any transactions contemplated by an Acquisition Proposal; provided that no action expressly permitted by Section 8.08 this Agreement with respect to any standstill provision Acquisition Proposal and shall use its commercially reasonable efforts to cause any such Party (or its agents or advisors) in any agreement to which possession of confidential information about the Company that was furnished by or any on behalf of its Subsidiaries is a party shall constitute a breach the Company to return or destroy all such information. During the term of this Section 6.04Agreement, the Company shall not take any actions to make any state takeover statute (including any Kentucky state takeover statute) or similar statute inapplicable to any Acquisition Proposal. (b) Notwithstanding anything contained in Section 6.04(a) to the contraryforegoing, if at any time prior to obtaining the Company Stockholder Approvaladoption of this Agreement by Company’s shareholders (and in no event after the adoption of this Agreement by Company’s shareholders), the Board of Directors of the Company, directly or indirectly through advisors, agents or other intermediaries, may, subject to compliance with Section 6.03(c), (i) engage in negotiations or discussions with any Third Party that, subject to the Company Company’s compliance with Section 6.03(a), has made after the date of this Agreement a Superior Proposal or any of its Representatives has received a an unsolicited bona fide written Acquisition Proposal that the Board of Directors of the Company reasonably believes, believes (after consultation with its outside legal counsel and considering the advice of a financial advisors, constitutes, or is reasonably likely advisor of nationally recognized reputation) will lead to lead to, a Superior Proposal, (ii) the Board of Directors of the Company determines in good faith, after consultation with outside legal counsel, that the failure to take action with respect to such Acquisition Proposal would likely be inconsistent with its fiduciary duties under Applicable Law, (iii) such Acquisition Proposal was not the result of a breach of Section 6.04(a) and (iv) the Company provides to Parent in accordance with Section 6.04(d) the information required under Section 6.04(d) to be delivered by the Company to Parent, then, so long as the foregoing conditions in the immediately preceding clauses (i)-(iv) remain satisfied, the Company, directly or indirectly through its Representatives, may (A) engage in negotiations or discussions with such Third Party and its Representatives with respect to the Acquisition Proposal, and (B) thereafter furnish to such Third Party or its Representatives non-public information relating to the Company or any of its Subsidiaries pursuant to an Acceptable a confidentiality agreement with terms no less favorable to the Company than those contained in the Confidentiality AgreementAgreement (a copy of which shall be provided, promptly after its execution, for informational purposes only to Parent); provided that (A) such confidentiality agreement with such Third Party shall not be required to contain standstill provisions (in which case the Company Confidentiality Agreement shall concurrently provide be deemed amended to Parent any delete the standstill provisions contained therein) and (B) all such information (to the extent that is provided to any such Person which was information has not been previously provided to or made available to Parent. ) is provided or made available to Parent, as the case may be, prior to or substantially concurrently with the time it is provided or made available to such Third Party) and (ciii) In additionfollowing receipt of a Superior Proposal after the date of this Agreement, nothing make an Adverse Recommendation Change, but in each case referred to in the foregoing clauses (i) through (iii) only if the Board of Directors of the Company determines in good faith by a majority vote, after considering advice from outside legal counsel to the Company, that the failure to take such action would be inconsistent with its fiduciary duties under Applicable Law. Nothing contained herein shall prevent the Company or the Board of Directors of the Company from (i) taking and disclosing to its stockholders a position contemplated by Rule 14d-9 and complying with requirements Rule 14e-2(a) promulgated under the 1934 Act, (ii) making any legally required disclosure to the Company’s stockholders with regard to the transactions contemplated by this Agreement or an Acquisition Proposal (provided that neither the Company nor its Board of Directors may recommend any Acquisition Proposal unless expressly permitted by Section 6.04(e)), (iii) contacting and engaging in discussions with any person or group and their respective Representatives who has made an Acquisition Proposal that was not the result of a breach of this Section 6.04 solely for the purpose of clarifying such Acquisition Proposal and the terms thereof or (iv) issuing a “stop, look and listen” disclosure or similar communication of the type contemplated by Rule 14d-9(f) under the 1934 Act; provided, however, that any disclosure of a position contemplated by Rule 14e-2(a) 14d-9 under the 1934 Act other than (A) a “stopwith regard to an Acquisition Proposal, look and listen” communication limited solely so long as any action taken or statement made to so comply is consistent with this Section 6.03; provided, that such requirement will in no way eliminate or modify the type contemplated by Rule 14d-9(f) effect that any action pursuant to such requirement would otherwise have under the 1934 Act, (B) any express rejection of any applicable Acquisition Proposal or (C) any express reaffirmation of the Company Board Recommendation, shall be deemed to be an Adverse Recommendation Change. No change, withdrawal or modification of the Company Board Recommendation shall change the approval of the Board of Directors of the Company for purposes of causing any law (including Section 203 of Delaware Law) to be inapplicable to the Merger and the other transactions contemplated by this Agreement. (dc) The Board of Directors of the Company shall not take any of the actions referred to in clauses (i) through (iii) of Section 6.04(b6.03(b) unless the Company shall have delivered to Parent a prior written notice advising Parent that it intends to take such action. In addition, prior to obtaining the Company Stockholder Approval, the Company shall notify Parent promptly (but in any no event within twenty-four (24) later than 24 hours) orally and in writing after the receipt by the Company (or any of its Representatives) of (i) any Acquisition Proposal, any inquiry that would be reasonably expected to lead to an Acquisition Proposal or (ii) of any request for information relating to the Company or any of its Subsidiaries or for access to the business, properties, assets, books or records of the Company or any of its Subsidiaries by any Third Party with respect that a Person acting in good faith would reasonably believe is seeking to make, or has made, an actual or potential Acquisition Proposal. The Company , which notice shall also provide the identity of be provided orally and in writing and shall identify the Third Party making, submitting, inquiring about or expressing interest with respect to such Acquisition Proposal (except to the extent disclosure of such identity would breach a confidentiality obligation in effect prior to the execution of this Agreement) and (A) if it is in writing, a copy of such Acquisition Proposal and any related draft agreements and other written material from such Third Party (which, in each case, may be redacted, if necessary, solely to remove the identity of such Third Party in order to comply with a confidentiality obligation in effect prior to the execution of this Agreement) setting forth the terms and conditions of such Acquisition Proposal and (B) if oral, a summary thereof (including the material terms and conditions of the of, any such Acquisition Proposal, indication or request (including any material changes thereto). The Company or its Representatives shall keep Parent or its Representatives reasonably informed informed, on a prompt and timely basis current basis, of the status and details of any material changes to any such Acquisition Proposal and with respect to any change to the material terms of any such Acquisition Proposal within twenty-four (24) hours of any such change. The Company shall not, and shall cause its Subsidiaries not to, enter into any contract, arrangement, or commitment with any Third Party subsequent to the date of this Agreement, and neither the Company nor any of its Subsidiaries is or shall become party to any contract, arrangement, or commitment, in each case, that prohibits the Company from providing such information to Parent. (e) Notwithstanding anything contained in this Agreement to the contrary, prior to obtaining the Company Stockholder Approval, the Board of Directors of the Company may (i) (x) effect an Adverse Recommendation Change in respect of an Acquisition Proposal, indication or (y) enter into an agreement providing for a transaction that constitutes a Superior Proposal, if (A) the Company shall have received an Acquisition Proposal that was not the result of a breach of Section 6.04(a) that the Board of Directors of the Company determines, after consultation with its outside legal counsel and financial advisors, constitutes a Superior Proposal and the Company shall have otherwise complied in all material respects with the provisions of Section 6.04, (B) the Board of Directors of the Company determines in good faith, after consultation with outside legal counsel, that the failure to take action with respect to such Superior Proposal would likely be inconsistent with its fiduciary duties under Applicable Law, (C) the Company has previously notified Parent in writing that it intends to take such action (a “Section 6.04 Notice”), (D) the Company shall have made its Representatives available to discuss in good faith with Parent’s Representatives any proposed modifications to the terms and conditions of this Agreement during the three (3) Business Day period following delivery by the Company to Parent of the Section 6.04 Notice delivered to Parent, (E) if Parent shall have delivered to the Company a written, binding and irrevocable offer capable of being accepted by the Company to alter the terms or conditions of this Agreement during such three (3) Business Day period, the Board of Directors of the Company shall have determined in good faith (after consultation with its outside legal counsel and financial advisors), after considering the terms of such offer by Parent, that the Superior Proposal giving rise to such Section 6.04 Notice continues to be a Superior Proposal, and (F) in the case of clause (y) above, the Company terminates this Agreement in accordance with Section 10.01 (d)(i), or (ii) effect an Adverse Recommendation Change other than in respect of an Acquisition Proposal if (A) the Board of Directors of the Company determines in good faith, after consultation with outside legal counsel, that the failure to effect such Adverse Recommendation Change would likely be inconsistent with its fiduciary duties under Applicable Law, (B) the Company has previously delivered to Parent a Section 6.04 Notice that it intends to take such action, (C) the Company shall have made its Representatives available to discuss in good faith with Parent’s Representatives any proposed modifications to the terms and conditions of this Agreement during the three (3) Business Day period following delivery by the Company to Parent of the Section 6.04 Notice delivered to Parent, and (D) if Parent shall have delivered to the Company a written, binding and irrevocable offer capable of being accepted by the Company to alter the terms or conditions of this Agreement during such three (3) Business Day period, the Board of Directors of the Company shall have determined in good faith, after consultation with outside legal counsel and after considering the terms of such offer by Parent, that the failure to effect such Adverse Recommendation Change would likely be inconsistent with its fiduciary duties under Applicable Law. If any Superior Proposal that is the subject of clause (i) of this Section 6.04(e) is revised, including any revision to price, then the Company shall deliver to Parent a new Section 6.04 Notice and again comply with the requirements of clause (i) of this Section 6.04(e) with respect to such revised Superior Proposal, on each occasion on which a revised Superior Proposal is submitted, provided that in connection with each new Section 6.04 Notice contemplated by this sentence, each reference to a three (3) Business Day period in the preceding sentence shall be deemed to be a reference to the longer of (x) a forty-eight (48) hour period or (y) a period ending on 11:59 p.m. (New York time) on the Business Day following delivery of the applicable Section 6.04request.

No Solicitation; Other Offers. (a) Subject to the remainder of this Section 6.04, upon execution of this Agreement, the Company shall, and shall cause its Subsidiaries and its and their respective directors, officers, employees, Affiliates, investment bankers, attorneys, accountants and other advisors or representatives (collectively, “Representatives”) to, immediately cease or cause to be terminated any and all activities, discussions or negotiations with any Person with respect to any Acquisition Proposal. The Company shall promptly after the date of this Agreement instruct each Third Party which has heretofore executed a confidentiality agreement relating to an Acquisition Proposal with or for the benefit of the Company to promptly return or destroy all information, documents, and materials relating to the Acquisition Proposal or to the Company or its businesses, operations or affairs heretofore furnished by the Company or any of its Representatives to such Person or any of its Representatives in accordance with the terms of any confidentiality agreement with such Person. Subject to Section 6.04(b) and Section 6.04(c), from the execution of this Agreement until the Effective Time or, if earlier, the termination of this Agreement in accordance with Article 10, neither Neither the Company nor any of its Subsidiaries shall, and nor shall the Company and or any of its Subsidiaries shall not authorize or permit any of its or their Representatives to, and the Company shall instruct, and cause each applicable Subsidiary, if any, to instruct, each such Representative not to, directly or indirectly, (i) solicit, initiate or knowingly take any action to knowingly facilitate, facilitate or encourage the submission of any Acquisition Proposal or assist, any inquiries or knowingly induce the making, submission or announcement of, an making of any proposal that could reasonably be expected to lead to any Acquisition Proposal, or, subject to Section 7.03(b), (iii) enter into conduct or participate engage in any discussions or negotiations with, furnish disclose any non-public information relating to the Company or any of its Subsidiaries or to, afford access to the business, properties, assets, books, books or records or other information of the Company or any of its Subsidiaries to, or otherwise knowingly cooperate in any way with with, or knowingly assist, participate in, facilitate or encourage any effort by, any Third Party that is seeking to make, or has made, or could reasonably be expected to make, an any Acquisition Proposal, (iiiii) approve, adopt, endorse, (A) amend or recommend an Acquisition Proposal, (iv) fail grant any waiver or release under any standstill or similar agreement with respect to make, withhold, withdraw or amend, qualify or modify, in each case in a manner adverse to Parent, or publicly propose to withhold, withdraw or amend, modify or qualify, in each case in a manner adverse to Parent, the Company Board Recommendation, (v) propose publicly to approve, adopt, endorse or recommend any Acquisition Proposal (any class of the foregoing in clause (iii), (iv) or (v), whether taken by the Board of Directors equity securities of the Company or any committee thereof being referred to as of its Subsidiaries, (B) approve any transaction under, or any Third Party becoming an “Adverse Recommendation Change”)interested shareholder” under, Section 302A.011 of the MBCA, or (viC) 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 (iii) enter into any agreement in principle, letter of intent, term sheet, acquisition agreement, merger agreement, acquisition option agreement, option joint venture agreement, partnership agreement or other similar instrument contemplating or otherwise Contract relating to any Acquisition Proposal. Subject to Section 7.03(b), neither the Company Board nor any committee thereof shall fail to make, withdraw or modify in a manner adverse to Parent or Merger Subsidiary the Board Recommendation, or recommend an Acquisition Proposal, fail to recommend against acceptance of any tender offer or (vii) exchange offer for the Company Shares within 10 Business Days after the commencement of such offer, or take any action or make any public statement inconsistent with the Board Recommendation, or resolve or agree to make take any of the provisions foregoing actions (any of the foregoing, an “Adverse Recommendation Change”). The Company shall, and shall cause its Subsidiaries and its and their respective Representatives to, cease immediately and cause to be terminated any “fair price,” “moratorium,” “control share acquisition,” “business combination” and all existing activities, discussions or other similar anti-takeover statute or regulation inapplicable negotiations, if any, with any Third Party conducted prior to any transactions contemplated by an Acquisition Proposal; provided that no action expressly permitted by Section 8.08 the date hereof with respect to any standstill provision Acquisition Proposal and shall use its reasonable best efforts to cause any such Third Party (or its agents or advisors) in any agreement to which possession of non-public information in respect of the Company or any of its Subsidiaries is a party shall constitute a breach that was furnished by or on behalf of this Section 6.04the Company and its Subsidiaries at any time after April 1, 2006 to return or destroy (and confirm destruction of) all such information. (b) Notwithstanding anything contained in Section 6.04(a) the foregoing, prior to the contrary, if at any time prior to obtaining acceptance for payment of Company Shares under the Company Stockholder Approval, Offer (in the case of clauses (i) through (iii) below), the Company Board, directly or indirectly through any of its Representatives Representative, may (i) engage in negotiations or discussions with any Third Party that, subject to the Company’s compliance with this Section 7.03, has received made (and not withdrawn) a bona fide written fide, unsolicited Acquisition Proposal in writing that the Company Board of Directors of the Company reasonably believes, after consultation with considering the advice of its outside legal counsel and of a financial advisorsadvisor of nationally recognized reputation, constitutes, or is reasonably likely to lead to, to a Superior Proposal, (ii) the Board of Directors of the Company determines in good faith, after consultation with outside legal counsel, that the failure to take action with respect to such Acquisition Proposal would likely be inconsistent with its fiduciary duties under Applicable Law, (iii) such Acquisition Proposal was not the result of a breach of Section 6.04(a) and (iv) the Company provides to Parent in accordance with Section 6.04(d) the information required under Section 6.04(d) to be delivered by the Company to Parent, then, so long as the foregoing conditions in the immediately preceding clauses (i)-(iv) remain satisfied, the Company, directly or indirectly through its Representatives, may (A) engage in negotiations or discussions with such Third Party and its Representatives with respect to the Acquisition Proposal, and (B) thereafter furnish to such Third Party or its Representatives non-public information relating to the Company or any of its Subsidiaries pursuant to an Acceptable executed confidentiality agreement with terms no less favorable to the Company than those contained in the Confidential Disclosure Agreement dated as of August 15, 2006 between the Company and Oracle Corporation (the “Confidentiality Agreement; provided ”) and containing additional provisions that expressly permit the Company to comply with the terms of this Section 7.03 (a copy of which confidentiality agreement shall concurrently provide to Parent any such information that is be promptly (in all events within 24 hours) provided to any such Person which was not previously provided to or made available for informational purposes only to Parent. ), (ciii) In additionfollowing receipt of and on account of such Superior Proposal, nothing make an Adverse Recommendation Change and/or (iv) take any non-appealable, final action that any court of competent jurisdiction orders the Company to take, but in each case referred to in the foregoing clauses (i) through (iii), only if the Company Board determines in good faith by a majority vote, after considering the advice of outside legal counsel to the Company, that it must take such action to comply with its fiduciary duties under Applicable Law. Nothing contained herein shall prevent the Company or the Board of Directors of the Company from (i) taking and disclosing to its stockholders a position contemplated by complying with Rule 14d-9 and Rule 14e-2(a) promulgated under the 1934 Act, (ii) making any legally required disclosure to the Company’s stockholders with regard to the transactions contemplated by this Agreement or an Acquisition Proposal (provided that neither the Company nor its Board of Directors may recommend any Acquisition Proposal unless expressly permitted by Section 6.04(e)), (iii) contacting and engaging in discussions with any person or group and their respective Representatives who has made an Acquisition Proposal that was not the result of a breach of this Section 6.04 solely for the purpose of clarifying such Acquisition Proposal and the terms thereof or (iv) issuing a “stop, look and listen” disclosure or similar communication of the type contemplated by Rule 14d-9(f) under the 1934 Act; provided, however, that any disclosure of a position contemplated by Rule 14e-2(a) under the 1934 Act other than (A) a “stopwith regard to an Acquisition Proposal, look and listen” communication limited solely so long as any action taken or statement made to the type contemplated by Rule 14d-9(f) under the 1934 Act, (B) any express rejection of any applicable Acquisition Proposal or (C) any express reaffirmation of the Company Board Recommendation, shall be deemed to be an Adverse Recommendation Change. No change, withdrawal or modification of the Company Board Recommendation shall change the approval of the Board of Directors of the Company for purposes of causing any law (including so comply is consistent with this Section 203 of Delaware Law) to be inapplicable to the Merger and the other transactions contemplated by this Agreement7.03. (dc) The Company Board of Directors of the Company shall not take any of the actions referred to in Section 6.04(bclauses (i) through (iv) of the preceding subsection unless the Company shall have delivered to Parent a prior written notice advising Parent that it intends to take such action. In addition, prior to obtaining the Company Stockholder Approval, the The Company shall notify Parent promptly (but in any no event within twenty-four (24) later than 24 hours) orally and in writing after the receipt by the Company or any of its Subsidiaries (or any of its their respective Representatives) of (i) any Acquisition Proposal, or (ii) any inquiry that would reasonably be expected to lead to an Acquisition Proposal, any request for non-public information relating to the Company or any of its Subsidiaries or for access to the business, properties, assets, books or records of the Company or any of its Subsidiaries by any Third Party with respect that is seeking to make an actual Acquisition Proposal or potential any other indication that a Third Party is considering making an Acquisition Proposal. The Company shall also provide the identity of such notice orally and in writing and shall identify the Third Party making, submitting, inquiring about or expressing interest with respect to such Acquisition Proposal (except to the extent disclosure of such identity would breach a confidentiality obligation in effect prior to the execution of this Agreement) and (A) if it is in writing, a copy of such Acquisition Proposal and any related draft agreements and other written material from such Third Party (which, in each case, may be redacted, if necessary, solely to remove the identity of such Third Party in order to comply with a confidentiality obligation in effect prior to the execution of this Agreement) setting forth the terms and conditions of of, any such Acquisition Proposal and (B) if oralProposal, a summary thereof (including the material terms and conditions of the Acquisition Proposal)indication or request. The Company shall keep Parent reasonably informed on a prompt and timely basis fully informed, as promptly as practicable, of the status and details of any such Acquisition Proposal and with respect to any change to Proposal, indication or request, including the material resolved and unresolved issues related thereto and material amendments or proposed amendments as to price and other material terms of any such Acquisition Proposal within twenty-four (24) hours of any such changethereof. The Company shall notprovide Parent with at least 48 hours prior notice of any meeting of the Company Board (or such lesser notice as is provided to the members of the Company Board) at which the Company Board is reasonably expected to consider any Acquisition Proposal. The Company shall promptly provide Parent with (i) any non-public information concerning the Company’s business, and shall cause its Subsidiaries not topresent or future performance, enter into any contractfinancial condition or results of operations, arrangement, or commitment with provided to any Third Party subsequent to the date of this Agreement, and neither the Company nor any of its Subsidiaries is or shall become party to any contract, arrangement, or commitment, in each case, that prohibits the Company from providing such information to Parent. (e) Notwithstanding anything contained in this Agreement to the contrary, prior to obtaining the Company Stockholder Approval, the Board of Directors of the Company may (i) (x) effect an Adverse Recommendation Change in respect of an Acquisition Proposal, or (y) enter into an agreement providing for a transaction that constitutes a Superior Proposal, if (A) the Company shall have received an Acquisition Proposal that was not the result of a breach of Section 6.04(a) that the Board of Directors of the Company determines, after consultation with its outside legal counsel and financial advisors, constitutes a Superior Proposal and the Company shall have otherwise complied in all material respects with the provisions of Section 6.04, (B) the Board of Directors of the Company determines in good faith, after consultation with outside legal counsel, that the failure to take action with respect to such Superior Proposal would likely be inconsistent with its fiduciary duties under Applicable Law, (C) the Company has previously notified Parent in writing that it intends to take such action (a “Section 6.04 Notice”), (D) the Company shall have made its Representatives available to discuss in good faith with Parent’s Representatives any proposed modifications to the terms and conditions of this Agreement during the three (3) Business Day period following delivery by the Company to Parent of the Section 6.04 Notice delivered to Parent, (E) if Parent shall have delivered to the Company a written, binding and irrevocable offer capable of being accepted by the Company to alter the terms or conditions of this Agreement during such three (3) Business Day period, the Board of Directors of the Company shall have determined in good faith (after consultation with its outside legal counsel and financial advisors), after considering the terms of such offer by Parent, that the Superior Proposal giving rise to such Section 6.04 Notice continues to be a Superior Proposal, and (F) in the case of clause (y) above, the Company terminates this Agreement in accordance with Section 10.01 (d)(i), or (ii) effect an Adverse Recommendation Change other than in respect of an Acquisition Proposal if (A) the Board of Directors of the Company determines in good faith, after consultation with outside legal counsel, that the failure to effect such Adverse Recommendation Change would likely be inconsistent with its fiduciary duties under Applicable Law, (B) the Company has previously delivered to Parent a Section 6.04 Notice that it intends to take such action, (C) the Company shall have made its Representatives available to discuss in good faith with Parent’s Representatives any proposed modifications to the terms and conditions of this Agreement during the three (3) Business Day period following delivery by the Company to Parent of the Section 6.04 Notice delivered provided to Parent, and (Dii) if Parent shall have delivered to the Company a written, binding copies of all other documents and irrevocable offer capable of being accepted by the Company to alter the terms or conditions of this Agreement during such three (3) Business Day period, the Board of Directors of the Company shall have determined in good faith, after consultation with outside legal counsel and after considering the terms of such offer by Parent, that the failure to effect such Adverse Recommendation Change would likely be inconsistent with its fiduciary duties under Applicable Law. If any Superior Proposal that is the subject of clause (i) of this Section 6.04(e) is revised, including any revision to price, then the Company shall deliver to Parent a new Section 6.04 Notice and again comply with the requirements of clause (i) of this Section 6.04(e) with respect written communications relating to such revised Superior ProposalAcquisition Proposal exchanged between the Company, any of its Subsidiaries or any of their respective Representatives, on each occasion on which a revised Superior the one hand, and the Third Party making such Acquisition Proposal is submittedor any of its Representatives, provided that in connection with each new Section 6.04 Notice contemplated by this sentence, each reference to a three (3) Business Day period in the preceding sentence shall be deemed to be a reference to the longer of (x) a forty-eight (48) hour period or (y) a period ending on 11:59 p.m. (New York time) on the Business Day following delivery of the applicable Section 6.04other hand.

No Solicitation; Other Offers. (a) Subject to the remainder of this Section 6.04, upon execution of this Agreement, the Company shall, and shall cause its Subsidiaries and its and their respective directors, officers, employees, Affiliates, investment bankers, attorneys, accountants and other advisors or representatives (collectively, “Representatives”) to, immediately cease or cause to be terminated any and all activities, discussions or negotiations with any Person with respect to any Acquisition Proposal. The Company shall promptly after From the date of this Agreement instruct each Third Party which has heretofore executed a confidentiality agreement relating to an Acquisition Proposal with or for the benefit of the Company to promptly return or destroy all information, documents, and materials relating to the Acquisition Proposal or to the Company or its businesses, operations or affairs heretofore furnished by the Company or any of its Representatives to such Person or any of its Representatives in accordance with the terms of any confidentiality agreement with such Person. Subject to Section 6.04(b) and Section 6.04(c), from the execution of this Agreement hereof until the Broadcast Merger Effective Time or, if earlier, the termination of until this Agreement is terminated in accordance with Article 1013, neither the Company except as expressly permitted by this Section 9.02, Scripps shall not, nor shall it authorize or permit any of its Subsidiaries shall, and the Company and its Subsidiaries shall not authorize or any of its or their respective Representatives to, directly or indirectly, (i) solicit, initiate or take any action to knowingly facilitate, facilitate or encourage or assistthe submission of any inquiries regarding, or knowingly induce the makingmaking of any proposal or offer that constitutes, submission or announcement ofwould reasonably be expected to lead to, an any Scripps Acquisition Proposal, (ii) enter into or participate in any discussions or negotiations with or otherwise cooperate with, or knowingly assist, participate in, facilitate or encourage any effort by, or furnish any information relating to the Company Scripps or any of its Subsidiaries Subsidiaries, or afford access to the business, properties, assets, books, books or records or other information of the Company Scripps or any of its Subsidiaries to, otherwise knowingly cooperate in any way with any Third Party that is seeking to make, or has made, a Scripps Acquisition Proposal or could reasonably be expected to make, an Acquisition Proposal, (iii) approve, adopt, endorse, or recommend an Acquisition Proposal, (iv) fail to make, withhold, withdraw or amend, qualify or modify, in each case in a manner adverse to Parent, or publicly propose to withhold, withdraw or amend, modify or qualify, in each case in a manner adverse to Parent, the Company Board Recommendation, (v) propose publicly to approve, adopt, endorse or recommend any Acquisition Proposal (any of the foregoing in clause (iii), (iv) or (v), whether taken by the Board of Directors of the Company or any committee thereof being referred to as an “Adverse Recommendation Change”), (vi) enter into any agreement, agreement in principle, letter of intent, term sheet, merger agreement, acquisition agreement, option agreement memorandum of understanding or other similar instrument contemplating or otherwise relating to an a Scripps Acquisition ProposalProposal (other than a confidentiality agreement referred to in Section 9.02(b)) (each, or (vii) take any action to make the provisions of any a “fair price,” “moratorium,” “control share acquisition,” “business combination” or other similar anti-takeover statute or regulation inapplicable to any transactions contemplated by an Scripps Acquisition Proposal; provided that no action expressly permitted by Section 8.08 with respect to any standstill provision in any agreement to which the Company or any of its Subsidiaries is a party shall constitute a breach of this Section 6.04Agreement”). (b) Notwithstanding anything contained in Section 6.04(a) this Agreement to the contrary, if at any time from the date hereof and prior to obtaining the Company Stockholder Scripps Shareholder Approval, Scripps and its Board of Directors (the “Scripps Board”) and their Representatives shall be permitted: (i) to engage in discussions and negotiations with, and furnish information to, any Third Party in response to a Scripps Acquisition Proposal by any such Third Party (a “Scripps Bidder”) if, and only to the Company extent that, (A) such Scripps Acquisition Proposal did not result from a breach of the provisions of this Section 9.02 by Scripps or any of its Representatives has received Subsidiaries; (B) the Scripps Board concludes in good faith, based on the information then available and after consultation with a bona fide written nationally recognized financial advisor and outside legal counsel, that such Scripps Acquisition Proposal that constitutes or is reasonably likely to result in a Scripps Superior Proposal; (C) the Scripps Board of Directors of concludes in good faith, based on the Company reasonably believes, information then available and after consultation with its outside legal counsel and financial advisorscounsel, constitutes, or is that the failure to do so would be reasonably likely to lead tobe inconsistent with its fiduciary duties under Applicable Law; (D) prior to providing any information or data to any such Scripps Bidder or entering into any discussions or negotiations with any such Scripps Bidder, Scripps promptly notifies Journal of (1) its intent to so furnish information or enter into discussions and negotiations with such Scripps Bidder, (2) the name of such Scripps Bidder and (3) a Superior summary of the material terms and conditions of any such Scripps Acquisition Proposal, (E) prior to providing any information or data to any such Scripps Bidder, Scripps receives from such Scripps Bidder an executed confidentiality agreement, the terms of which are no less favorable to Scripps, in any material respect, than those contained in the Confidentiality Agreement, and (F) Scripps promptly provides or makes available to Journal any non-public information concerning Scripps or its Subsidiaries provided or made available to such Scripps Bidder that was not previously provided or made available to Journal; (ii) without limiting its rights under Article 13, to withdraw, modify, qualify in a manner adverse to Journal, condition or refuse to make the Scripps Board Recommendation (it being understood that the Scripps Board may refrain from taking a position with respect to a Scripps Acquisition Proposal until the close of Directors business of the Company determines tenth (10th) Business Day following a written request by Journal to the Scripps Board to affirm the Scripps Board Recommendation after the first public announcement of such Scripps Acquisition Proposal without such action being considered an adverse modification) (the "Change in the Scripps Board Recommendation") or approve, endorse, recommend, execute or enter into, any Scripps Acquisition Agreement solely in response to a Scripps Superior Proposal only if (A) such Scripps Superior Proposal did not result from a breach of the provisions of this Section 9.02 by Scripps or any of its Subsidiaries, (B) the Scripps Board concludes in good faith, after consultation with outside legal counsel, that the failure to take action with respect to such Acquisition Proposal do so would reasonably likely be inconsistent with violate its fiduciary duties obligations under Applicable Law, (iiiC) without limiting Scripps’s obligation under Section 9.02(b)(i)(C), the Scripps Board provides written notice to Journal (a “Notice of Scripps Superior Proposal”) advising Journal that the Scripps Board has received a Scripps Superior Proposal, specifying the material terms and conditions of such Acquisition Scripps Superior Proposal was not and identifying the result Person making such Scripps Superior Proposal (and attaching any agreement and all material related documentation providing for such Scripps Superior Proposal) and indicating that the Scripps Board intends to make a Change in the Scripps Board Recommendation, (D) Scripps negotiates, and causes its Representatives to negotiate, in good faith with Journal and its Representatives during the Scripps Response Window, to the extent Journal wishes to negotiate, to enable Journal to make an offer or counteroffer to effect revisions to the terms of this Agreement and the other Transaction Agreements such that it would cause such Scripps Superior Proposal to no longer constitute a Scripps Superior Proposal, (E) if Journal does not, within five (5) Business Days of its receipt of the Notice of Scripps Superior Proposal (the “Scripps Response Window”), make an offer or a counteroffer that the Scripps Board determines, in its good faith judgment (after having received the advice of a breach financial advisor of Section 6.04(anationally recognized reputation) and outside legal counsel to be at least as favorable to the Scripps Shareholders as such Scripps Superior Proposal; it being understood and agreed that, with respect to clauses (C), (D) and (ivE) of this Section 9.02(b)(ii), any material amendments to such Scripps Superior Proposal, including the Company provides to Parent in accordance with Section 6.04(d) financial terms of such Scripps Superior Proposal, shall each require the information required under Section 6.04(ddelivery of a new Notice of Scripps Superior Proposal and the commencement of a new Scripps Response Window; and (iii) to be delivered by the Company to Parent, then, so long as the foregoing conditions in the immediately preceding clauses (i)-(iv) remain satisfied, the Company, directly or indirectly through its Representatives, may (A) engage in negotiations or discussions comply with such Third Party and its Representatives with respect to the Acquisition Proposal, and (B) furnish to such Third Party or its Representatives non-public information relating to the Company or any of its Subsidiaries pursuant to an Acceptable Confidentiality Agreement; provided that the Company shall concurrently provide to Parent any such information that is provided to any such Person which was not previously provided to or made available to Parent. (c) In addition, nothing contained herein shall prevent the Company or the Board of Directors of the Company from (i) taking and disclosing to its stockholders a position contemplated by Rule 14d-9 and Rule 14e-2(a) 14e-2 promulgated under the 1934 ActExchange Act with regard to a Scripps Acquisition Proposal or make any disclosure to Scripps’s shareholders required by Applicable Law; provided, that the Scripps Board shall not withdraw or modify in a manner adverse to Journal the Scripps Board Recommendation except as permitted under subsection (ii) making any legally required disclosure to above. For the Company’s stockholders with regard to the transactions contemplated by this Agreement or an Acquisition Proposal (provided that neither the Company nor its Board avoidance of Directors may recommend any Acquisition Proposal unless expressly permitted by Section 6.04(e))doubt, (iii) contacting and engaging in discussions with any person or group and their respective Representatives who has made an Acquisition Proposal that was not the result of a breach of this Section 6.04 solely for the purpose of clarifying such Acquisition Proposal and the terms thereof or (iv) issuing a “stop, look and listen” disclosure or similar communication of the type contemplated by Rule 14d-9(f) under of the 1934 Act; provided, however, that any disclosure of a position contemplated by Rule 14e-2(a) under the 1934 Act other than (A) a “stop, look and listen” communication limited solely to the type contemplated by Rule 14d-9(f) under the 1934 Exchange Act, (B) any an express rejection of any applicable Scripps Acquisition Proposal or (C) any an express reaffirmation of the Company Scripps Board Recommendation, Recommendation shall not be deemed to be an Adverse Recommendation Change. No change, withdrawal or modification of a Change in the Company Scripps Board Recommendation shall change the approval of the Board of Directors of the Company for purposes of causing this Agreement. In addition to the foregoing, Scripps shall not submit to the vote of the Scripps Shareholders any law Scripps Acquisition Proposal (including Section 203 of Delaware Lawany Scripps Superior Proposal) to be inapplicable other than the Transactions prior to the Merger termination of this Agreement in accordance with its terms. Without limiting Section 9.02(a) and the other transactions contemplated by this Agreement. (d) The Board of Directors of the Company shall not take any of the actions referred to Scripps’s notice obligations in Section 6.04(b9.02(b), (1) unless the Company shall have delivered to Parent a prior written notice advising Parent that it intends to take such action. In additionScripps will promptly, prior to obtaining the Company Stockholder Approval, the Company shall notify Parent promptly (but and in any event within twenty-four (24) 24 hours) orally and , notify Journal in writing after the receipt by the Company (or any of its Representatives) of (i) any Acquisition Proposal, or (ii) any request for information relating to the Company event that Scripps or any of its Subsidiaries or for access to the business, properties, assets, books its or records of the Company their respective Representatives receives any Scripps Acquisition Proposal or any of its Subsidiaries by any Third Party with respect to an actual or potential Acquisition Proposal. The Company information related thereto, which notification shall also provide the identity of the Third Party making, submitting, inquiring about or expressing interest with respect to such Acquisition Proposal (except to the extent disclosure of such identity would breach a confidentiality obligation in effect prior to the execution of this Agreement) and (A) if it is in writing, a copy of such Acquisition Proposal and any related draft agreements and other written material from such Third Party (which, in each case, may be redacted, if necessary, solely to remove the identity of such Third Party in order to comply with a confidentiality obligation in effect prior to the execution of this Agreement) setting forth the terms and conditions of such Acquisition Proposal and (B) if oral, include a summary thereof (including of the material terms and conditions of the Acquisition Proposal). The Company shall keep Parent reasonably informed on a prompt and timely basis of the status and details of any such Scripps Acquisition Proposal and identify the Third Party making the same, and (2) Scripps shall keep Journal reasonably informed of any material developments with respect to any change to the material terms of any such Scripps Acquisition Proposal within twenty-four (24) hours of and any such changediscussions and negotiations with respect to a Scripps Superior Proposal permitted pursuant to Section 9.02(b)(i). The Company Scripps shall not, and shall cause its Subsidiaries not to, enter into any contractconfidentiality or similar agreement with any Person that prohibits Scripps from providing to Journal any of the information required to be provided to Journal under this Section 9.02(b) within the time periods contemplated hereby. (c) Scripps shall, arrangementand shall cause its Subsidiaries and its and their respective Representatives to, immediately cease and cause to be terminated any and all existing activities, discussions or commitment negotiations, if any, with any Third Party subsequent conducted prior to the date of this Agreementhereof with respect to any Scripps Acquisition Proposal, or any inquiry or proposal that may reasonably be expected to lead to a Scripps Acquisition Proposal, and neither shall use all commercially reasonable efforts to cause any such Third Party (or its agents or advisors) in possession of confidential information regarding Scripps or its Subsidiaries that was furnished by or on behalf of Scripps in connection with such activities, discussions or negotiations to promptly return or destroy all such information. Without limiting this Section 9.02, it is agreed that any violation of the Company nor restrictions set forth in this Section 9.02 by any Representative of Scripps or any of its Subsidiaries is or shall become party to any contract, arrangement, or commitment, in each case, that prohibits the Company from providing such information to Parent. (e) Notwithstanding anything contained in this Agreement to the contrary, prior to obtaining the Company Stockholder Approval, the Board of Directors of the Company may (i) (x) effect an Adverse Recommendation Change in respect of an Acquisition Proposal, or (y) enter into an agreement providing for a transaction that constitutes a Superior Proposal, if (A) the Company shall have received an Acquisition Proposal that was not the result of constitute a breach of Section 6.04(a) that the Board of Directors of the Company determines, after consultation with its outside legal counsel and financial advisors, constitutes a Superior Proposal and the Company shall have otherwise complied in all material respects with the provisions of Section 6.04, (B) the Board of Directors of the Company determines in good faith, after consultation with outside legal counsel, that the failure to take action with respect to such Superior Proposal would likely be inconsistent with its fiduciary duties under Applicable Law, (C) the Company has previously notified Parent in writing that it intends to take such action (a “Section 6.04 Notice”), (D) the Company shall have made its Representatives available to discuss in good faith with Parent’s Representatives any proposed modifications to the terms and conditions of this Agreement during the three (3) Business Day period following delivery by the Company to Parent of the Section 6.04 Notice delivered to Parent, (E) if Parent shall have delivered to the Company a written, binding and irrevocable offer capable of being accepted by the Company to alter the terms or conditions of this Agreement during such three (3) Business Day period, the Board of Directors of the Company shall have determined in good faith (after consultation with its outside legal counsel and financial advisors), after considering the terms of such offer by Parent, that the Superior Proposal giving rise to such Section 6.04 Notice continues to be a Superior Proposal, and (F) in the case of clause (y) above, the Company terminates this Agreement in accordance with Section 10.01 (d)(i), or (ii) effect an Adverse Recommendation Change other than in respect of an Acquisition Proposal if (A) the Board of Directors of the Company determines in good faith, after consultation with outside legal counsel, that the failure to effect such Adverse Recommendation Change would likely be inconsistent with its fiduciary duties under Applicable Law, (B) the Company has previously delivered to Parent a Section 6.04 Notice that it intends to take such action, (C) the Company shall have made its Representatives available to discuss in good faith with Parent’s Representatives any proposed modifications to the terms and conditions of this Agreement during the three (3) Business Day period following delivery by the Company to Parent of the Section 6.04 Notice delivered to Parent, and (D) if Parent shall have delivered to the Company a written, binding and irrevocable offer capable of being accepted by the Company to alter the terms or conditions of this Agreement during such three (3) Business Day period, the Board of Directors of the Company shall have determined in good faith, after consultation with outside legal counsel and after considering the terms of such offer by Parent, that the failure to effect such Adverse Recommendation Change would likely be inconsistent with its fiduciary duties under Applicable Law. If any Superior Proposal that is the subject of clause (i) of this Section 6.04(e) is revised, including any revision to price, then the Company shall deliver to Parent a new Section 6.04 Notice and again comply with the requirements of clause (i) of this Section 6.04(e) with respect to such revised Superior Proposal, on each occasion on which a revised Superior Proposal is submitted, provided that in connection with each new Section 6.04 Notice contemplated 9.02 by this sentence, each reference to a three (3) Business Day period in the preceding sentence shall be deemed to be a reference to the longer of (x) a forty-eight (48) hour period or (y) a period ending on 11:59 p.m. (New York time) on the Business Day following delivery of the applicable Section 6.04Scripps.

No Solicitation; Other Offers. (a) Subject to the remainder Neither Siebel nor any of this Section 6.04, upon execution of this Agreement, the Company its Subsidiaries shall, and nor shall cause Siebel or any of its Subsidiaries and authorize or permit any of its and or their respective officers, directors, officers, employees, Affiliates, investment bankers, attorneys, accountants and or other agents, representatives or advisors or representatives (collectively, the “Siebel Representatives”) to, immediately cease or cause to be terminated any and all activities, discussions or negotiations with any Person with respect to any Acquisition Proposal. The Company shall promptly after the date of this Agreement instruct each Third Party which has heretofore executed a confidentiality agreement relating to an Acquisition Proposal with or for the benefit of the Company to promptly return or destroy all information, documents, and materials relating to the Acquisition Proposal or to the Company or its businesses, operations or affairs heretofore furnished by the Company or any of its Representatives to such Person or any of its Representatives in accordance with the terms of any confidentiality agreement with such Person. Subject to Section 6.04(b) and Section 6.04(c), from the execution of this Agreement until the Effective Time or, if earlier, the termination of this Agreement in accordance with Article 10, neither the Company nor any of its Subsidiaries shall, and the Company and its Subsidiaries shall not authorize any of its or their Representatives to, directly or indirectly, (i) solicit, initiate or take any action to initiate, knowingly facilitate, encourage or assist, facilitate or knowingly induce encourage the making, submission or announcement of, an of any Acquisition Proposal, (ii) enter into or participate in any discussions or negotiations with, furnish any non-public information relating to the Company Siebel or any of its Subsidiaries to or afford access to the business, properties, assets, books, books or records or other information of the Company Siebel or any of its Subsidiaries to, otherwise knowingly cooperate in any way with to any Third Party that is seeking to make, or has made, or could reasonably be expected has informed Siebel that it is seeking to make, an Acquisition Proposal, (iii) approve, adopt, endorse, grant any Third Party waiver or recommend an Acquisition Proposal, release under any standstill or similar agreement with respect to any class of equity securities of Siebel or any of its Subsidiaries or amend or terminate the Siebel Rights Plan or redeem the Siebel Rights or (iv) fail to make, withhold, withdraw or amend, qualify or modify, in each case in a manner adverse to Parent, or publicly propose to withhold, withdraw or amend, modify or qualify, in each case in a manner adverse to Parent, the Company Board Recommendation, (v) propose publicly to approve, adopt, endorse or recommend any Acquisition Proposal (any of the foregoing in clause (iii), (iv) or (v), whether taken by the Board of Directors of the Company or any committee thereof being referred to as an “Adverse Recommendation Change”), (vi) enter into any agreement (except for confidentiality agreements, referred to in principle, letter of intent, term sheet, merger agreement, acquisition agreement, option agreement or other similar instrument contemplating or otherwise relating Section 6.04(b)) with any Third Party with respect to an Acquisition ProposalProposal made by such Third Party, or (vii) take any action other agreement, arrangement or understanding requiring it to make abandon, terminate or fail to consummate the provisions of any “fair price,” “moratorium,” “control share acquisition,” “business combination” or other similar anti-takeover statute or regulation inapplicable to any transactions contemplated by an Acquisition Proposal; provided that no action expressly permitted by Section 8.08 with respect to any standstill provision in any agreement to which the Company Mergers or any of its Subsidiaries is a party shall constitute a breach of this Section 6.04. (b) Notwithstanding anything contained in Section 6.04(a) to the contrary, if at any time prior to obtaining the Company Stockholder Approval, (i) the Company or any of its Representatives has received a bona fide written Acquisition Proposal that the Board of Directors of the Company reasonably believes, after consultation with its outside legal counsel and financial advisors, constitutes, or is reasonably likely to lead to, a Superior Proposal, (ii) the Board of Directors of the Company determines in good faith, after consultation with outside legal counsel, that the failure to take action with respect to such Acquisition Proposal would likely be inconsistent with its fiduciary duties under Applicable Law, (iii) such Acquisition Proposal was not the result of a breach of Section 6.04(a) and (iv) the Company provides to Parent in accordance with Section 6.04(d) the information required under Section 6.04(d) to be delivered by the Company to Parent, then, so long as the foregoing conditions in the immediately preceding clauses (i)-(iv) remain satisfied, the Company, directly or indirectly through its Representatives, may (A) engage in negotiations or discussions with such Third Party and its Representatives with respect to the Acquisition Proposal, and (B) furnish to such Third Party or its Representatives non-public information relating to the Company or any of its Subsidiaries pursuant to an Acceptable Confidentiality Agreement; provided that the Company shall concurrently provide to Parent any such information that is provided to any such Person which was not previously provided to or made available to Parent. (c) In addition, nothing contained herein shall prevent the Company or the Board of Directors of the Company from (i) taking and disclosing to its stockholders a position contemplated by Rule 14d-9 and Rule 14e-2(a) promulgated under the 1934 Act, (ii) making any legally required disclosure to the Company’s stockholders with regard to the transactions contemplated by this Agreement or an Acquisition Proposal (provided that neither the Company nor its Board of Directors may recommend any Acquisition Proposal unless expressly permitted by Section 6.04(e)), (iii) contacting and engaging in discussions with any person or group and their respective Representatives who has made an Acquisition Proposal that was not the result of a breach of this Section 6.04 solely for the purpose of clarifying such Acquisition Proposal and the terms thereof or (iv) issuing a “stop, look and listen” disclosure or similar communication of the type contemplated by Rule 14d-9(f) under the 1934 Act; provided, however, that any disclosure of a position contemplated by Rule 14e-2(a) under the 1934 Act other than (A) a “stop, look and listen” communication limited solely to the type contemplated by Rule 14d-9(f) under the 1934 Act, (B) any express rejection of any applicable Acquisition Proposal or (C) any express reaffirmation of the Company Board Recommendation, shall be deemed to be an Adverse Recommendation Change. No change, withdrawal or modification of the Company Board Recommendation shall change the approval of the Board of Directors of the Company for purposes of causing any law (including Section 203 of Delaware Law) to be inapplicable to the Merger and the other transactions contemplated by this Agreement. (db) Notwithstanding anything to the contrary contained in this Agreement, Siebel (through one or more of the Siebel Representatives) or its Board of Directors may, prior to the Siebel Stockholder Approval, (i) engage in negotiations or discussions with any Third Party (or with the representatives of any Third Party) that has made an Acquisition Proposal not solicited in violation of Section 6.03(a) if such Acquisition Proposal constitutes or could reasonably be expected to lead to a Superior Proposal (such Third Party, a “Qualified Third Party”), (ii) furnish to such Qualified Third Party or its representatives non-public information relating to Siebel or any of its Subsidiaries pursuant to an executed confidentiality agreement containing customary nondisclosure provisions (which need not include “standstill ” or similar provisions) (and a copy of which shall be promptly (in all events within 24 hours) provided for informational purposes only to Oracle), (iii) grant a waiver or release under any standstill or similar agreement with respect to any class of equity securities of Siebel or any of its Subsidiaries, (iv) amend or terminate the Siebel Rights Plan or redeem the Siebel Rights, (v) withdraw the Siebel Board Recommendation or modify the Siebel Board Recommendation in a manner adverse to Oracle (any such action, a “Change in Recommendation”), (vi) terminate this Agreement pursuant to and subject to the terms of Section 9.01(d) and/or (vii) take any action that any court of competent jurisdiction orders Siebel, one or more of the Siebel Representatives or the Board of Directors of Siebel to take, but in each case referred to in the foregoing clauses (iii), (iv) and (v) only if the Board of Directors of Siebel determines in good faith by a majority vote, after consultation with its outside legal counsel, that failure to take such action would be reasonably likely to result in a breach of its fiduciary duties under applicable Law. Nothing contained herein shall prevent the Board of Directors of Siebel from complying with Rule 14e-2(a), Rule 14d-9 and Item 1012(a) of Regulation M-A under the 1934 Act with regard to an Acquisition Proposal; provided that the Board of Directors of Siebel shall not recommend that Siebel’s stockholders tender shares of capital stock in connection with any tender or exchange offer unless such Board of Directors shall have determined in good faith by a majority vote, after consultation with its outside legal counsel, that failure to make such recommendation would be reasonably likely to result in a breach of its fiduciary duties under applicable Law. (c) The Board of Directors of the Company Siebel shall not take any of the actions referred to in Section 6.04(bclauses (i) through (vii) of the preceding subsection unless the Company Siebel shall have delivered to Parent Oracle a prior written notice advising Parent Oracle that it intends to take such action. In addition, prior to obtaining the Company Stockholder Approval, the Company Siebel shall notify Parent Oracle promptly (but in any no event within twenty-four (24) later than 24 hours) orally and in writing after an officer or director first obtains Knowledge of the receipt by the Company Siebel (or any of its the Siebel Representatives) of (i) any Acquisition Proposal, any inquiry that would reasonably be expected to lead to an Acquisition Proposal, or (ii) any request for confidential information relating to the Company Siebel or any of its Subsidiaries or for access to the business, properties, assets, books or records of the Company Siebel or any of its Subsidiaries by any Third Party with respect to that has informed Siebel that it is considering making, or has made, an actual or potential Acquisition Proposal. The Company Siebel shall also provide the identity of such notice orally and in writing and shall identify the Third Party making, submitting, inquiring about or expressing interest with respect to such Acquisition Proposal (except to the extent disclosure of such identity would breach a confidentiality obligation in effect prior to the execution of this Agreement) and (A) if it is in writing, a copy of such Acquisition Proposal and any related draft agreements and other written material from such Third Party (which, in each case, may be redacted, if necessary, solely to remove the identity of such Third Party in order to comply with a confidentiality obligation in effect prior to the execution of this Agreement) setting forth the terms and conditions of such Acquisition Proposal and (B) if oral, a summary thereof (including the material terms and conditions of the of, any such Acquisition Proposal), inquiry or request. The Company Siebel shall promptly provide Oracle with any non-public information concerning Siebel’s business, present or future performance, financial condition or results of operations, provided to any Qualified Third Party after the date of this Agreement in connection with an Acquisition Proposal made by such Third Party that was not previously provided to Oracle. Siebel shall keep Parent Oracle promptly and reasonably informed informed, on a prompt and timely basis reasonably current basis, of the status and material details of any such Acquisition Proposal and with respect to any change to the material terms of any such Acquisition Proposal within twenty-four (24) hours of any such changeProposal, inquiry or request. The Company shall notSiebel shall, and shall cause its Subsidiaries not and the Siebel Representatives to, enter into cease immediately and cause to be terminated any contractand all existing activities, arrangementdiscussions or negotiations, or commitment if any, with any Third Party subsequent with respect to any Acquisition Proposal and shall instruct any such Third Party (or its agents or advisors) in possession of confidential information about Siebel that was furnished by or on behalf of Siebel with respect to any Acquisition Proposal within the six months prior to the date of this Agreement, and neither the Company nor any of its Subsidiaries is hereof to return or shall become party to any contract, arrangement, or commitment, in each case, that prohibits the Company from providing destroy all such information to Parentinformation. (e) Notwithstanding anything contained in this Agreement to the contrary, prior to obtaining the Company Stockholder Approval, the Board of Directors of the Company may (i) (x) effect an Adverse Recommendation Change in respect of an Acquisition Proposal, or (y) enter into an agreement providing for a transaction that constitutes a Superior Proposal, if (A) the Company shall have received an Acquisition Proposal that was not the result of a breach of Section 6.04(a) that the Board of Directors of the Company determines, after consultation with its outside legal counsel and financial advisors, constitutes a Superior Proposal and the Company shall have otherwise complied in all material respects with the provisions of Section 6.04, (B) the Board of Directors of the Company determines in good faith, after consultation with outside legal counsel, that the failure to take action with respect to such Superior Proposal would likely be inconsistent with its fiduciary duties under Applicable Law, (C) the Company has previously notified Parent in writing that it intends to take such action (a “Section 6.04 Notice”), (D) the Company shall have made its Representatives available to discuss in good faith with Parent’s Representatives any proposed modifications to the terms and conditions of this Agreement during the three (3) Business Day period following delivery by the Company to Parent of the Section 6.04 Notice delivered to Parent, (E) if Parent shall have delivered to the Company a written, binding and irrevocable offer capable of being accepted by the Company to alter the terms or conditions of this Agreement during such three (3) Business Day period, the Board of Directors of the Company shall have determined in good faith (after consultation with its outside legal counsel and financial advisors), after considering the terms of such offer by Parent, that the Superior Proposal giving rise to such Section 6.04 Notice continues to be a Superior Proposal, and (F) in the case of clause (y) above, the Company terminates this Agreement in accordance with Section 10.01 (d)(i), or (ii) effect an Adverse Recommendation Change other than in respect of an Acquisition Proposal if (A) the Board of Directors of the Company determines in good faith, after consultation with outside legal counsel, that the failure to effect such Adverse Recommendation Change would likely be inconsistent with its fiduciary duties under Applicable Law, (B) the Company has previously delivered to Parent a Section 6.04 Notice that it intends to take such action, (C) the Company shall have made its Representatives available to discuss in good faith with Parent’s Representatives any proposed modifications to the terms and conditions of this Agreement during the three (3) Business Day period following delivery by the Company to Parent of the Section 6.04 Notice delivered to Parent, and (D) if Parent shall have delivered to the Company a written, binding and irrevocable offer capable of being accepted by the Company to alter the terms or conditions of this Agreement during such three (3) Business Day period, the Board of Directors of the Company shall have determined in good faith, after consultation with outside legal counsel and after considering the terms of such offer by Parent, that the failure to effect such Adverse Recommendation Change would likely be inconsistent with its fiduciary duties under Applicable Law. If any Superior Proposal that is the subject of clause (i) of this Section 6.04(e) is revised, including any revision to price, then the Company shall deliver to Parent a new Section 6.04 Notice and again comply with the requirements of clause (i) of this Section 6.04(e) with respect to such revised Superior Proposal, on each occasion on which a revised Superior Proposal is submitted, provided that in connection with each new Section 6.04 Notice contemplated by this sentence, each reference to a three (3) Business Day period in the preceding sentence shall be deemed to be a reference to the longer of (x) a forty-eight (48) hour period or (y) a period ending on 11:59 p.m. (New York time) on the Business Day following delivery of the applicable Section 6.04

No Solicitation; Other Offers. (a) Subject to the remainder of this Section 6.04, upon execution of this Agreement, the Company Each Shareholder shall, and shall cause its Subsidiaries and its and their respective directorstrustees, officersrepresentatives, employees, Affiliatesconsultants, investment bankers, attorneys, accountants and other advisors or representatives agents acting in its capacity as such (collectively, a person’s or entity’s “Representatives”) to, immediately cease or cause to be terminated any and all activitiesdiscussions, discussions activities or negotiations with any other Person or Persons (other than Parent and Parent’s representatives) that may be ongoing with respect to any Acquisition Proposal. The Company shall promptly after the date of this Agreement instruct each Third Party which has heretofore executed a confidentiality agreement relating to an Acquisition Proposal with or for the benefit of the Company to promptly return or destroy all information, documents, Each Shareholder further agrees that it and materials relating its Representatives (to the Acquisition Proposal or to the Company or its businesses, operations or affairs heretofore furnished by the Company or any extent they are serving as a Representative of its Representatives to such Person or any of its Representatives in accordance with the terms of any confidentiality agreement with such Person. Subject to Section 6.04(ba Shareholder) and Section 6.04(c), from the execution of this Agreement until the Effective Time or, if earlier, the termination of this Agreement in accordance with Article 10, neither the Company nor any of its Subsidiaries shall, and the Company and its Subsidiaries shall not authorize any of its or their Representatives to, directly or indirectly, (i) directly or indirectly solicit, initiate or take any action to initiate, knowingly facilitate, encourage or assist, knowingly facilitate any inquiries or knowingly induce the making, submission or announcement of, an making of any Acquisition Proposal, (ii) enter into directly or indirectly participate in 2 any discussions or negotiations with, furnish any information relating to the Company or any of its Subsidiaries or afford access to the business, properties, assets, books, records records, data or other confidential information of the Company or any of its Subsidiaries to, otherwise knowingly cooperate in any way with to any Third Party that is seeking to make, or has mademade an Acquisition Proposal, or could take any other action to knowingly facilitate any inquiries or the making of any proposal that constitutes, or may reasonably be expected to makelead to, an Acquisition Proposal, (iii) recommend, adopt or approve, adopt, endorse, or recommend an Acquisition Proposal, (iv) fail to make, withhold, withdraw or amend, qualify or modify, in each case in a manner adverse to Parent, or publicly propose to withhold, withdraw or amend, modify or qualify, in each case in a manner adverse to Parent, the Company Board Recommendation, (v) propose publicly to recommend, adopt or approve, adopt, endorse or recommend any Acquisition Proposal (any of the foregoing in clause (iii), (iv) or (v), whether taken by the Board of Directors of the Company or any committee thereof being referred to as an “Adverse Recommendation Change”), (vi) enter into any agreement in principle, letter of intent, term sheet, merger agreement, acquisition agreement, option agreement or other similar instrument contemplating or otherwise relating to an Acquisition Proposal, or (vii) take any action to make the provisions of any “fair price,” “moratorium,” “control share acquisition,” “business combination” or other similar anti-takeover statute or regulation inapplicable to any transactions contemplated by an Acquisition Proposal; provided that no action expressly permitted by Section 8.08 with respect to any standstill provision in any agreement to which the Company or any of its Subsidiaries is a party shall constitute a breach of this Section 6.04. (b) Notwithstanding anything contained in Section 6.04(a) to the contrary, if at any time prior to obtaining the Company Stockholder Approval, (i) the Company or any of its Representatives has received a bona fide written Acquisition Proposal that the Board of Directors of the Company reasonably believes, after consultation with its outside legal counsel and financial advisors, constitutes, or is reasonably likely to lead to, a Superior Proposal, (ii) the Board of Directors of the Company determines in good faith, after consultation with outside legal counsel, that the failure to take action with respect to such Acquisition Proposal would likely be inconsistent with its fiduciary duties under Applicable Law, (iii) such Acquisition Proposal was not the result of a breach of Section 6.04(a) and (iv) the Company provides agree or publicly propose to Parent in accordance with Section 6.04(d) the information required under Section 6.04(d) to be delivered by the Company to Parent, then, so long as the foregoing conditions in the immediately preceding clauses (i)-(iv) remain satisfied, the Company, directly or indirectly through its Representatives, may (A) engage in negotiations or discussions with such Third Party and its Representatives with respect to the Acquisition Proposal, and (B) furnish to such Third Party or its Representatives non-public information relating to the Company or any of its Subsidiaries pursuant to an Acceptable Confidentiality Agreement; provided that the Company shall concurrently provide to Parent any such information that is provided to any such Person which was not previously provided to or made available to Parent. (c) In addition, nothing contained herein shall prevent the Company or the Board of Directors of the Company from (i) taking and disclosing to its stockholders a position contemplated by Rule 14d-9 and Rule 14e-2(a) promulgated under the 1934 Act, (ii) making any legally required disclosure to the Company’s stockholders with regard to the transactions contemplated by this Agreement or an Acquisition Proposal (provided that neither the Company nor its Board of Directors may recommend any Acquisition Proposal unless expressly permitted by Section 6.04(e)), (iii) contacting and engaging in discussions with any person or group and their respective Representatives who has made an Acquisition Proposal that was not the result of a breach of this Section 6.04 solely for the purpose of clarifying such Acquisition Proposal and the terms thereof or (iv) issuing a “stop, look and listen” disclosure or similar communication of the type contemplated by Rule 14d-9(f) under the 1934 Act; provided, however, that any disclosure of a position contemplated by Rule 14e-2(a) under the 1934 Act other than (A) a “stop, look and listen” communication limited solely to the type contemplated by Rule 14d-9(f) under the 1934 Act, (B) any express rejection of any applicable Acquisition Proposal or (C) any express reaffirmation of the Company Board Recommendation, shall be deemed to be an Adverse Recommendation Change. No change, withdrawal or modification of the Company Board Recommendation shall change the approval of the Board of Directors of the Company for purposes of causing any law (including Section 203 of Delaware Law) to be inapplicable to the Merger and the other transactions contemplated by this Agreement. (d) The Board of Directors of the Company shall not take do any of the actions referred to in Section 6.04(b) unless the Company shall have delivered to Parent a prior written notice advising Parent foregoing. Each Shareholder further agrees that it intends to take such action. In addition, prior to obtaining the Company Stockholder Approval, the Company shall promptly notify Parent promptly (but in any no event within twentylater than forty-four (24) eight hours) orally and in writing after the receipt by the Company such Shareholder (or any of its Representatives) of (i) any Acquisition Proposal, any inquiry that could be reasonably expected to lead to an Acquisition Proposal or (ii) of any request for information relating to the Company or any of its Subsidiaries or for access to the business, properties, assets, books or records of the Company or any of its Subsidiaries by any Third Party that to the knowledge of the Shareholder may be considering making, or has made an Acquisition Proposal, which notice shall be provided in writing and shall identify the person making, and the terms and conditions of, any such Acquisition Proposal, inquiry or request (including any material changes thereto and copies of any written materials received from such Third Party or its Representatives in connection therewith). The Shareholders shall keep Parent fully informed of any material change to any Acquisition Proposal, inquiry or request for information. The Shareholders shall enforce, to the fullest extent permitted under Applicable Law, the provisions of any standstill, confidentiality or similar agreement entered into by the Shareholders or their respective Representatives, including where necessary, seeking to obtain injunctions to prevent any breaches of such agreements and to enforce specifically the terms and provisions thereof in any court having jurisdiction. Notwithstanding anything to the contrary contained herein, if the Company or the Company Board is, subject to all the procedures, obligations, conditions and limitations otherwise applicable to the Company, engaging in an action permitted to be taken with respect to an actual Acquisition Proposal by the Company or potential Acquisition Proposal. The the Company shall also provide the identity Board pursuant to Section 5.02 of the Third Party making, submitting, inquiring about or expressing interest with respect to such Acquisition Proposal (except to the extent disclosure of such identity would breach a confidentiality obligation in effect prior to the execution of this Agreement) and (A) if it is in writing, a copy of such Acquisition Proposal and any related draft agreements and other written material from such Third Party (which, in each case, may be redacted, if necessary, solely to remove the identity of such Third Party in order to comply with a confidentiality obligation in effect prior to the execution of this Agreement) setting forth the terms and conditions of such Acquisition Proposal and (B) if oral, a summary thereof (including the material terms and conditions of the Acquisition Proposal). The Company shall keep Parent reasonably informed on a prompt and timely basis of the status and details of any such Acquisition Proposal and with respect to any change to the material terms of any such Acquisition Proposal within twenty-four (24) hours of any such change. The Company shall not, and shall cause its Subsidiaries not to, enter into any contract, arrangement, or commitment with any Third Party subsequent to the date of this Merger Agreement, and neither the Company nor any of its Subsidiaries is or shall become party to any contract, arrangement, or commitment, then a Shareholder may also engage in each case, that prohibits the Company from providing such information to Parent. (e) Notwithstanding anything contained in this Agreement to the contrary, prior to obtaining the Company Stockholder Approval, the Board of Directors of the Company may (i) (x) effect an Adverse Recommendation Change in respect of an Acquisition Proposal, or (y) enter into an agreement providing for a transaction that constitutes a Superior Proposal, if (A) the Company shall have received an Acquisition Proposal that was not the result of a breach of Section 6.04(a) that the Board of Directors of the Company determines, after consultation with its outside legal counsel and financial advisors, constitutes a Superior Proposal and the Company shall have otherwise complied in all material respects with the provisions of Section 6.04, (B) the Board of Directors of the Company determines in good faith, after consultation with outside legal counsel, that the failure to take action with respect to such Superior the subject Acquisition Proposal would likely be inconsistent provided that the Shareholder has complied with its fiduciary duties under Applicable Lawall of the procedures, (C) the Company has previously notified Parent in writing that it intends to take such action (a “Section 6.04 Notice”)obligations, (D) the Company shall have made its Representatives available to discuss in good faith with Parent’s Representatives any proposed modifications conditions and limitations otherwise applicable to the terms Company, including but not limited to the entry by such Shareholder into a Confidentiality Agreement and conditions of this Agreement during the three (3) Business Day period following delivery compliance by the Shareholder with various notification obligations. Parent agrees that each Shareholder’s notification obligations hereunder may be satisfied by communications from the Company to Parent and any such notifications need not be provided by the Shareholder individually. Without limiting the foregoing, Parent and each of the Section 6.04 Notice delivered to Parent, (E) if Parent shall have delivered to the Company a written, binding and irrevocable offer capable of being accepted by the Company to alter the terms or conditions of this Agreement during such three (3) Business Day period, the Board of Directors Shareholders agree that any violation of the Company restrictions set forth in this Section 4 by any Representative of a Shareholder shall have determined in good faith (after consultation with its outside legal counsel and financial advisors), after considering the terms of constitute a breach by such offer by Parent, that the Superior Proposal giving rise to such Section 6.04 Notice continues to be a Superior Proposal, and (F) in the case of clause (y) above, the Company terminates this Agreement in accordance with Section 10.01 (d)(i), or (ii) effect an Adverse Recommendation Change other than in respect of an Acquisition Proposal if (A) the Board of Directors of the Company determines in good faith, after consultation with outside legal counsel, that the failure to effect such Adverse Recommendation Change would likely be inconsistent with its fiduciary duties under Applicable Law, (B) the Company has previously delivered to Parent a Section 6.04 Notice that it intends to take such action, (C) the Company shall have made its Representatives available to discuss in good faith with Parent’s Representatives any proposed modifications to the terms and conditions of this Agreement during the three (3) Business Day period following delivery by the Company to Parent of the Section 6.04 Notice delivered to Parent, and (D) if Parent shall have delivered to the Company a written, binding and irrevocable offer capable of being accepted by the Company to alter the terms or conditions of this Agreement during such three (3) Business Day period, the Board of Directors of the Company shall have determined in good faith, after consultation with outside legal counsel and after considering the terms of such offer by Parent, that the failure to effect such Adverse Recommendation Change would likely be inconsistent with its fiduciary duties under Applicable Law. If any Superior Proposal that is the subject of clause (i) Shareholder of this Section 6.04(e) is revised, including any revision to price, then the Company shall deliver to Parent a new Section 6.04 Notice and again comply with the requirements of clause (i) of this Section 6.04(e) with respect to such revised Superior Proposal, on each occasion on which a revised Superior Proposal is submitted, provided that in connection with each new Section 6.04 Notice contemplated by this sentence, each reference to a three (3) Business Day period in the preceding sentence shall be deemed to be a reference to the longer of (x) a forty-eight (48) hour period or (y) a period ending on 11:59 p.m. (New York time) on the Business Day following delivery of the applicable Section 6.044.

No Solicitation; Other Offers. (a) Subject to The Company agrees that neither it nor any of its Subsidiaries nor any of the remainder officers and directors of this Section 6.04, upon execution of this Agreement, the Company it or its Subsidiaries shall, and that it shall cause its Subsidiaries and its and their respective directors, officers, Subsidiaries’ employees, Affiliatesagents and representatives (including any investment banker, investment bankersattorney, attorneys, accountants and accountant or other advisors advisor retained by it or representatives any of its Subsidiaries for services provided in connection with the transactions contemplated by this Agreement whether as of the date hereof or any time hereafter) (collectively, “Representatives”) not to, immediately cease directly or cause to be terminated any and all activitiesindirectly, discussions initiate, solicit or negotiations with any Person with respect to knowingly encourage or facilitate any Acquisition Proposal. The Company shall promptly after the date of this Agreement instruct each Third Party which has heretofore executed a confidentiality agreement relating to an Acquisition Proposal with or for the benefit of the Company to promptly return or destroy all information, documents, and materials relating to the Acquisition Proposal or to the Company or its businesses, operations or affairs heretofore furnished by the Company or any of its Representatives to such Person or any of its Representatives in accordance with the terms of any confidentiality agreement with such Person. Subject to Section 6.04(b) and Section 6.04(c), from the execution of this Agreement until the Effective Time or, if earlier, the termination of this Agreement in accordance with Article 10, further agrees that neither the Company it nor any of its Subsidiaries nor any of the officers and directors of it or its Subsidiaries shall, and the Company that it shall cause its and its Subsidiaries shall Subsidiaries’ employees, agents and Representatives not authorize any of its or their Representatives to, directly or indirectly, (i) solicitengage in any negotiations concerning, initiate or take provide any action confidential information or data to, or have any discussions with, any Person relating to an Acquisition Proposal, or otherwise knowingly facilitate, encourage or assist, facilitate any effort or knowingly induce the making, submission attempt to make or announcement of, implement an Acquisition Proposal, (ii) enter into amend or participate in grant any discussions waiver or negotiations with, furnish release under any information relating standstill or similar agreement with respect to the Company or any class of its Subsidiaries or afford access to the business, properties, assets, books, records or other information equity securities of the Company or any of its Subsidiaries to(unless Parent’s obligations under the standstill provisions contained in the Confidentiality Agreement dated May 27, otherwise knowingly cooperate in any way with any Third Party that is seeking to make, or has made, or could reasonably be expected to make, an Acquisition Proposal2005 between the Company and Parent (the “Confidentiality Agreement”) are simultaneously waived), (iii) approve, adopt, endorseapprove any transaction under, or recommend any Third Party becoming an Acquisition Proposal“interested stockholder” under, Section 203 of the Delaware Law, (iv) fail to make, withhold, withdraw amend or amend, qualify grant any waiver or modify, in each case in a manner adverse to Parent, release or publicly propose to withhold, withdraw approve any transaction or amend, modify or qualify, in each case in a manner adverse to Parent, redeem any Company Rights under the Company Board RecommendationRights Agreement, (v) propose publicly to approve, adopt, endorse or recommend make any Adverse Company Recommendation Change in connection with an Acquisition Proposal or (vi) enter into any definitive agreement with respect to an Acquisition Proposal; provided, however, that nothing contained in this Agreement shall prevent the Company or its Board of Directors from (1) complying with its disclosure obligations under Sections 14d-9 and 14e-2(a) of the foregoing Exchange Act with regard to an Acquisition Proposal; provided, however, that if such disclosure constitutes an Adverse Company Recommendation Change, Parent shall have the right to terminate this Agreement as set forth in clause Section 10.01(c)(i) of this Agreement; and (iii)2) at any time prior to, but not after, the time this Agreement is adopted by the Company Stockholder Approval, (ivA) or (v), whether taken providing information in response to a request therefor by a Person who has made an unsolicited bona fide written Acquisition Proposal if the Board of Directors of the Company or any committee thereof being referred receives from the Person so requesting such information, prior to as an “Adverse Recommendation Change”), (vi) enter into any agreement in principle, letter of intent, term sheet, merger agreement, acquisition agreement, option agreement or other similar instrument contemplating or otherwise relating to an Acquisition Proposal, or (vii) take any action to make the provisions provision of any “fair price,” “moratorium,” “control share acquisition,” “business combination” or other similar anti-takeover statute or regulation inapplicable such information, an executed confidentiality agreement on terms no less favorable to any transactions contemplated by an Acquisition Proposalthe Company than those contained in the Confidentiality Agreement (provided that, such executed confidentiality agreement may contain less favorable standstill provisions as long as Parent’s obligations under the standstill provisions contained in the Confidentiality Agreement are simultaneously waived); provided that no action expressly permitted by Section 8.08 with respect to any standstill provision (B) engaging in any agreement to which the Company negotiations or discussions with any of its Subsidiaries is a party shall constitute a breach of this Section 6.04. (b) Notwithstanding anything contained in Section 6.04(a) to the contrary, if at any time prior to obtaining the Company Stockholder Approval, (i) the Company or any of its Representatives Person who has received a made an unsolicited bona fide written Acquisition Proposal that if the Board of Directors of the Company reasonably believesreceives from such Person, after consultation prior thereto, an executed confidentiality agreement as described in the immediately preceding clause (A); or (C) recommending or making any Adverse Company Recommendation Change in connection with its outside legal counsel such an unsolicited bona fide written Acquisition Proposal to the stockholders of the Company, if and financial advisors, constitutes, or is reasonably likely only to lead to, a Superior Proposalthe extent that, (iix) in each such case referred to in clause (A), (B) or (C) above, the Board of Directors of the Company determines in good faith, faith after consultation with outside legal counsel, counsel that the failure such action is necessary in order for its directors to take action comply with respect to such Acquisition Proposal would likely be inconsistent with its their respective fiduciary duties under Applicable Lawduties, (iiiy) such Acquisition Proposal was not the result of a breach of Section 6.04(a) and (iv) the Company provides in each case referred to Parent in accordance with Section 6.04(d) the information required under Section 6.04(d) to be delivered by the Company to Parent, then, so long as the foregoing conditions in the immediately preceding clauses (i)-(iv) remain satisfied, the Company, directly or indirectly through its Representatives, may (A) engage in negotiations or discussions with such Third Party and its Representatives with respect to the Acquisition Proposal, and clause (B) furnish to such Third Party or its Representatives non-public information relating to the Company or any of its Subsidiaries pursuant to an Acceptable Confidentiality Agreement; provided that the Company shall concurrently provide to Parent any such information that is provided to any such Person which was not previously provided to or made available to Parent. (c) In addition, nothing contained herein shall prevent the Company or the Board of Directors of the Company from (i) taking and disclosing to its stockholders a position contemplated by Rule 14d-9 and Rule 14e-2(a) promulgated under the 1934 Act, (ii) making any legally required disclosure to the Company’s stockholders with regard to the transactions contemplated by this Agreement or an Acquisition Proposal (provided that neither the Company nor its Board of Directors may recommend any Acquisition Proposal unless expressly permitted by Section 6.04(e)), (iii) contacting and engaging in discussions with any person or group and their respective Representatives who has made an Acquisition Proposal that was not the result of a breach of this Section 6.04 solely for the purpose of clarifying such Acquisition Proposal and the terms thereof or (iv) issuing a “stop, look and listen” disclosure or similar communication of the type contemplated by Rule 14d-9(f) under the 1934 Act; provided, however, that any disclosure of a position contemplated by Rule 14e-2(a) under the 1934 Act other than (A) a “stop, look and listen” communication limited solely to the type contemplated by Rule 14d-9(f) under the 1934 Act, (B) any express rejection of any applicable Acquisition Proposal or (C) any express reaffirmation of the Company Board Recommendationabove, shall be deemed to be an Adverse Recommendation Change. No change, withdrawal or modification of the Company Board Recommendation shall change the approval of the Board of Directors of the Company for purposes of causing any law (including Section 203 of Delaware Law) to be inapplicable to the Merger and the other transactions contemplated by this Agreement. (d) The Board of Directors of the Company shall not take any of the actions referred to in Section 6.04(b) unless the Company shall have delivered to Parent a prior written notice advising Parent that it intends to take such action. In addition, prior to obtaining the Company Stockholder Approval, the Company shall notify Parent promptly (but in any event within twenty-four (24) hours) orally and in writing after the receipt by the Company (or any of its Representatives) of (i) any Acquisition Proposal, or (ii) any request for information relating to the Company or any of its Subsidiaries or for access to the business, properties, assets, books or records of the Company or any of its Subsidiaries by any Third Party with respect to an actual or potential Acquisition Proposal. The Company shall also provide the identity of the Third Party making, submitting, inquiring about or expressing interest with respect to such Acquisition Proposal (except to the extent disclosure of such identity would breach a confidentiality obligation in effect prior to the execution of this Agreement) and (A) if it is in writing, a copy of such Acquisition Proposal and any related draft agreements and other written material from such Third Party (which, in each case, may be redacted, if necessary, solely to remove the identity of such Third Party in order to comply with a confidentiality obligation in effect prior to the execution of this Agreement) setting forth the terms and conditions of such Acquisition Proposal and (B) if oral, a summary thereof (including the material terms and conditions of the Acquisition Proposal). The Company shall keep Parent reasonably informed on a prompt and timely basis of the status and details of any such Acquisition Proposal and with respect to any change to the material terms of any such Acquisition Proposal within twenty-four (24) hours of any such change. The Company shall not, and shall cause its Subsidiaries not to, enter into any contract, arrangement, or commitment with any Third Party subsequent to the date of this Agreement, and neither the Company nor any of its Subsidiaries is or shall become party to any contract, arrangement, or commitment, in each case, that prohibits the Company from providing such information to Parent. (e) Notwithstanding anything contained in this Agreement to the contrary, prior to obtaining the Company Stockholder Approval, the Board of Directors of the Company may (i) (x) effect an Adverse Recommendation Change in respect of an Acquisition Proposal, or (y) enter into an agreement providing for a transaction that constitutes a Superior Proposal, if (A) the Company shall have received an Acquisition Proposal that was not the result of a breach of Section 6.04(a) that the Board of Directors of the Company determines, after consultation with its outside legal counsel and financial advisors, constitutes a Superior Proposal and the Company shall have otherwise complied in all material respects with the provisions of Section 6.04, (B) the Board of Directors of the Company determines in good faith, after consultation with outside legal counsel, that the failure to take action with respect to such Superior Proposal would likely be inconsistent with its fiduciary duties under Applicable Law, (C) the Company has previously notified Parent in writing that it intends to take such action (a “Section 6.04 Notice”), (D) the Company shall have made its Representatives available to discuss in good faith with Parent’s Representatives any proposed modifications to the terms and conditions of this Agreement during the three (3) Business Day period following delivery by the Company to Parent of the Section 6.04 Notice delivered to Parent, (E) if Parent shall have delivered to the Company a written, binding and irrevocable offer capable of being accepted by the Company to alter the terms or conditions of this Agreement during such three (3) Business Day period, the Board of Directors of the Company shall have determined in good faith (after consultation with its financial advisor and its outside legal counsel counsel) that such Acquisition Proposal, if accepted, is reasonably likely to be consummated, taking into account all legal, financial and regulatory aspects of the proposal, the likelihood of obtaining financing, and the Person making the proposal, and if consummated, would result in a transaction more favorable to the Company’s stockholders from a financial advisors), after considering point of view than the terms of such offer transaction contemplated by this Agreement taking into account any change proposed by Parent, that the Superior Proposal giving rise to such Section 6.04 Notice continues to be a Superior Proposal, ; and (Fz) in the case of clause (y) above, the Company terminates this Agreement in accordance with Section 10.01 (d)(iC), or (ii) effect an Adverse Recommendation Change other than in respect of an Acquisition Proposal if (A) the Board of Directors Parent shall have had written notice of the Company determines in good faith, after consultation with outside legal counsel, that the failure to effect such Adverse Recommendation Change would likely be inconsistent with its fiduciary duties under Applicable Law, (B) the Company has previously delivered to Parent a Section 6.04 Notice that it intends Company’s intention to take such action, the action referred to in clause (C) at least 20 Business Days prior to the taking of such action by the Company (which notice shall have made attached the most current version of the agreement relating to the Acquisition Proposal in question and a summary of any other material terms relating thereto) and Parent shall, and shall cause its Representatives available to discuss to, during such 20 Business Day period, negotiate in good faith with Parent’s Representatives Parent with respect to any proposed modifications changes Parent may wish to make with respect to its proposal; provided, that any more favorable Acquisition Proposal referred to in clause (B) or (C) above must constitute an Acquisition Proposal that involves the acquisition, directly or indirectly, of 50% or more of the voting power of the Company Stock or the assets of the Company and its Subsidiaries taken as a whole (any such more favorable Acquisition Proposal is referred to in this Agreement as a “Superior Proposal”). The Company agrees that it will immediately cease and cause to be terminated any existing activities, discussions or negotiations with any Person conducted heretofore with respect to any Acquisition Proposal, including any discussions or negotiations with respect to the possible sale of the Flextech Group. The Company agrees that it will take the necessary steps to promptly inform the individuals or entities referred to in the first sentence of this Section 6.03 of the obligations undertaken in this Section 6.03. The Company agrees that it will notify Parent promptly, but in any event within 48 hours if any proposals or offers referred to in this Section 6.03 are received by, any such information is requested from, or any such discussions or negotiations are sought to be initiated or continued with, it or any of its Representatives indicating, in connection with such notice, the name of such Person and the material terms and conditions of this Agreement during any proposals or offers and thereafter shall keep Parent informed on a current basis, and, in any event, within 24 hours of any changes in the three (3) Business Day period following delivery by status, the terms and any other material details of any such proposals or offers, including whether any such proposal has been withdrawn or rejected. The Company also agrees to provide any information to Parent that it is providing to another Person pursuant to this Section 6.03 at substantially the same time it provides it to such other Person. The Company agrees promptly, but in any event, within five days after the date of this Agreement, to request the Section 6.04 Notice delivered to Parent, return or destruction of all information and (D) if Parent shall have delivered materials provided prior to the Company a written, binding and irrevocable offer capable of being accepted by the Company to alter the terms or conditions date of this Agreement during such three by it, its Affiliates or their respective Representatives (3) Business Day period, the Board of Directors of the Company shall have determined in good faith, after consultation with outside legal counsel and after considering the terms of such offer by Parent, that the failure to effect such Adverse Recommendation Change would likely be inconsistent with its fiduciary duties under Applicable Law. If any Superior Proposal that is the subject of clause (i) of this Section 6.04(e) is revised, including any revision to price, then the Company shall deliver to Parent a new Section 6.04 Notice and again comply with the requirements of clause (i) of this Section 6.04(einformation derived therefrom) with respect to such revised Superior Proposal, on each occasion on which a revised Superior the consideration or making of any Acquisition Proposal is submitted, provided that in connection (including with each new Section 6.04 Notice contemplated by this sentence, each reference to a three (3) Business Day period in the preceding sentence shall be deemed to be a reference respect to the longer of (x) a forty-eight (48) hour period or (y) a period ending on 11:59 p.m. (New York time) on the Business Day following delivery possible sale of the applicable Section 6.04Flextech Group) and the Company shall otherwise use its reasonable best efforts to enforce any confidentiality agreement relating thereto.

No Solicitation; Other Offers. (a) Subject Neither the Company nor any of its Subsidiaries shall, nor shall the Company or any of its Subsidiaries authorize or permit any of its or their Representatives to, directly or indirectly, solicit, initiate or knowingly take any action to facilitate or encourage the submission of any Acquisition Proposal or any inquiries, indication of interest or the making of any proposal that would reasonably be expected to lead to any Acquisition Proposal, or, subject to Section 7.03(b), (i) conduct or engage in any discussions or negotiations with, disclose any non-public information relating to the remainder Company or any of this its Subsidiaries to, afford access to the business, properties, assets, books or records of the Company or any of its Subsidiaries to, or otherwise cooperate in any way with, or knowingly assist, participate in, facilitate or encourage any effort by, any Third Party that is seeking to make, or has made, any Acquisition Proposal, (ii) (x) amend or grant any waiver or release under any standstill or similar agreement with respect to any class of equity securities of the Company or any of its Subsidiaries, (y) approve any transaction under, or any Third Party becoming an “interested stockholder” under Section 6.04203 of Delaware Law, upon execution of or (z) 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 (iii) enter into any Contract relating to any Acquisition Proposal. Subject to Section 7.03(b), neither the Company Board nor any committee thereof shall (A) fail to make, withdraw or modify in a manner adverse to Parent or Merger Subsidiary the Board Recommendation or the Company Compensation Approvals, (B) recommend an Acquisition Proposal, (C) fail to recommend against acceptance of any Third Party tender offer or exchange offer for the Company Shares within ten Business Days after the commencement of such offer, (D) fail to confirm the Board Recommendation within ten Business Days of a request from Parent to do so, provided that Parent shall only be entitled to make such a request if and to the extent an Acquisition Proposal shall be pending and not publicly withdrawn at the time of such request, or (E) resolve or agree to take any of the foregoing actions (any of the foregoing, an “Adverse Recommendation Change”). The Company shall, and shall cause its Subsidiaries and its and their respective directors, officers, employees, Affiliates, investment bankers, attorneys, accountants and other advisors or representatives (collectively, “Representatives”) Representatives to, cease immediately cease or and cause to be terminated any and all existing activities, discussions or negotiations negotiations, if any, with any Person Third Party conducted prior to the date hereof with respect to any Acquisition Proposal. The At the request of Parent, the Company shall promptly after the date of this Agreement instruct request that each Third Party which Party, if any, that has heretofore executed a confidentiality agreement relating within the 12-month period prior to an the date hereof in connection with its consideration of any Acquisition Proposal with or for the benefit of the Company to promptly return or destroy all information, documents, and materials relating to the Acquisition Proposal or to the Company or its businesses, operations or affairs confidential information heretofore furnished by the Company or any of its Representatives to such Person by or any of its Representatives in accordance with the terms of any confidentiality agreement with such Person. Subject to Section 6.04(b) and Section 6.04(c), from the execution of this Agreement until the Effective Time or, if earlier, the termination of this Agreement in accordance with Article 10, neither the Company nor any of its Subsidiaries shall, and the Company and its Subsidiaries shall not authorize any of its or their Representatives to, directly or indirectly, (i) solicit, initiate or take any action to knowingly facilitate, encourage or assist, or knowingly induce the making, submission or announcement of, an Acquisition Proposal, (ii) enter into or participate in any discussions or negotiations with, furnish any information relating to the Company or any of its Subsidiaries or afford access to the business, properties, assets, books, records or other information on behalf of the Company or any of its Subsidiaries to(and all analyses and other materials prepared by or on behalf of such Person that contains, otherwise knowingly cooperate in any way with any Third Party reflects or analyzes that is seeking to makeinformation), or has made, or could reasonably be expected to make, an Acquisition Proposal, (iii) approve, adopt, endorse, or recommend an Acquisition Proposal, (iv) fail to make, withhold, withdraw or amend, qualify or modify, in each case in a manner adverse to Parent, or publicly propose to withhold, withdraw or amend, modify or qualify, in each case in a manner adverse to Parent, and the Company Board Recommendation, (v) propose publicly shall provide to approve, adopt, endorse Parent all certifications of such return or recommend any Acquisition Proposal (any of the foregoing in clause (iii), (iv) or (v), whether taken by the Board of Directors of the Company or any committee thereof being referred to destruction from such other Persons as an “Adverse Recommendation Change”), (vi) enter into any agreement in principle, letter of intent, term sheet, merger agreement, acquisition agreement, option agreement or other similar instrument contemplating or otherwise relating to an Acquisition Proposal, or (vii) take any action to make the provisions of any “fair price,” “moratorium,” “control share acquisition,” “business combination” or other similar anti-takeover statute or regulation inapplicable to any transactions contemplated by an Acquisition Proposal; provided that no action expressly permitted by Section 8.08 with respect to any standstill provision in any agreement to which the Company or any of its Subsidiaries is a party shall constitute a breach of this Section 6.04promptly as practicable after receipt thereof. (b) Notwithstanding anything contained in Section 6.04(a) the foregoing, prior to the contraryAcceptance Time, if at any time prior to obtaining the Company Stockholder ApprovalBoard, acting directly or indirectly through any Representative, may (i) the Company engage in negotiations or discussions with any of its Representatives Third Party that has received made (and not withdrawn) a bona fide written unsolicited Acquisition Proposal in writing that the Company Board of Directors of the Company reasonably believesdetermines in good faith, after consultation consulting with its the Company’s outside legal counsel and a financial advisorsadvisor of nationally recognized reputation, constitutes, or is reasonably likely to lead to, a Superior Proposal, (ii) the Board of Directors of the Company determines in good faith, after consultation with outside legal counsel, that the failure to take action with respect to such Acquisition Proposal would likely be inconsistent with its fiduciary duties under Applicable Law, (iii) such Acquisition Proposal was not the result of a breach of Section 6.04(a) and (iv) the Company provides to Parent in accordance with Section 6.04(d) the information required under Section 6.04(d) to be delivered by the Company to Parent, then, so long as the foregoing conditions in the immediately preceding clauses (i)-(iv) remain satisfied, the Company, directly or indirectly through its Representatives, may (A) engage in negotiations or discussions with such Third Party and its Representatives with respect to the Acquisition Proposal, and (B) thereafter furnish to such Third Party or its Representatives non-public information relating to the Company or any of its Subsidiaries pursuant to an Acceptable Confidentiality Agreement; executed confidentiality agreement with terms no less favorable to the Company than those contained in the NDA and containing additional provisions that expressly permit the Company to comply with the terms of this Section 7.03 (a copy of which confidentiality agreement shall be promptly (in all events within 24 hours) provided for informational purposes to Parent), (iii) subject to compliance with Section 7.03(c) and 7.03(d), make an Adverse Recommendation Change, (iv) amend or grant any waiver or release under any standstill or similar agreement with respect to any class of equity securities of the Company or any of its Subsidiaries, but only to the extent required to enable a Third Party to submit and allow the Company to consider an Acquisition Proposal and the Company to accept a Superior Proposal, and/or (v) take any non-appealable, final action that any court of competent jurisdiction orders the Company to take, but in each case referred to in the foregoing clauses (i) through (v), only if the Company Board determines in good faith by a majority vote, after consulting with the Company’s outside legal counsel, that the Company failure to take such action would be inconsistent with its fiduciary duties under Applicable Law. For purposes of this Section 7.03(b), each reference to 15% or 85%, respectively, in the definition of “Acquisition Proposal” shall concurrently provide be deemed to Parent any such information that is provided to any such Person which was not previously provided to or made available to Parent. (c) In addition, nothing be 50%. Nothing contained herein shall prevent the Company or the Board of Directors of the Company from (i) taking and disclosing to its stockholders a position contemplated by complying with Rule 14d-9 and Rule 14e-2(a) promulgated under the 1934 Act, (ii) making any legally required disclosure to the Company’s stockholders with regard to the transactions contemplated by this Agreement or an Acquisition Proposal (provided that neither the Company nor its Board of Directors may recommend any Acquisition Proposal unless expressly permitted by Section 6.04(e)), (iii) contacting and engaging in discussions with any person or group and their respective Representatives who has made an Acquisition Proposal that was not the result of a breach of this Section 6.04 solely for the purpose of clarifying such Acquisition Proposal and the terms thereof or (iv) issuing a “stop, look and listen” disclosure or similar communication of the type contemplated by Rule 14d-9(f) under the 1934 Act; provided, however, that any disclosure of a position contemplated by Rule 14e-2(a) under the 1934 Act other than (A) a “stop, look and listen” communication limited solely with regard to the type contemplated by Rule 14d-9(f) under the 1934 Act, (B) any express rejection of any applicable an Acquisition Proposal or (C) from making any express reaffirmation disclosure to the Company’s stockholders if, in the good faith judgment of the Company Board RecommendationBoard, shall be deemed to be an Adverse Recommendation Change. No changeafter consultation with outside counsel, withdrawal or modification of disclosure is required under Applicable Law. (c) Neither the Company nor the Company Board Recommendation shall change the approval of the Board of Directors of the Company for purposes of causing any law (including Section 203 of Delaware Law) to be inapplicable to the Merger and the other transactions contemplated by this Agreement. (d) The Board of Directors of the Company shall not take any of the actions referred to in clauses (i) through (v) of Section 6.04(b) 7.03(b), directly or indirectly, unless the Company shall have delivered to Parent a at least 24 hours prior written notice advising Parent that it intends to take such action. In addition, prior to obtaining the Company Stockholder Approval, the The Company shall notify Parent promptly (but in any no event within twenty-four (24) later than 24 hours) orally and in writing after it obtains knowledge of the receipt by the Company (or any of its Subsidiaries Representatives) of (i) any Acquisition Proposal, or (ii) any request for non-public information relating to the Company or any of its Subsidiaries or for access to the business, properties, assets, books or records of the Company or any of its Subsidiaries by any Third Party with respect that is seeking to make or has made after the date hereof an actual or potential Acquisition Proposal. The Company shall also provide the identity of such notice orally and in writing and shall identify the Third Party making, submitting, inquiring about or expressing interest with respect to such Acquisition Proposal (except to the extent disclosure of such identity would breach a confidentiality obligation in effect prior to the execution of this Agreement) and (A) if it is in writing, a copy of such Acquisition Proposal and any related draft agreements and other written material from such Third Party (which, in each case, may be redacted, if necessary, solely to remove the identity of such Third Party in order to comply with a confidentiality obligation in effect prior to the execution of this Agreement) setting forth the terms and conditions of of, any such Acquisition Proposal and (B) if oral, a summary thereof (including the material terms and conditions of the Acquisition Proposal)or request. The Company shall keep Parent reasonably informed informed, on a prompt and timely basis (but in any event within 24 hours), of the status and details of any such Acquisition Proposal and with respect to any change to the material terms of any such Acquisition Proposal within twenty-four (24) hours of Proposal, including any such changematerial amendments or proposed amendments as to price and other material terms thereof. The Company shall notprovide Parent with at least 48 hours prior notice of any meeting of the Company Board (or such lesser notice as is provided to the members of the Company Board) at which the Company Board is reasonably expected to consider any Acquisition Proposal. The Company shall promptly provide Parent with any non-public information concerning the Company’s business, and shall cause its Subsidiaries not topresent or future performance, enter into any contractfinancial condition or results of operations, arrangement, or commitment with provided to any Third Party subsequent to the date of this Agreement, and neither the Company nor any of its Subsidiaries is or shall become party to any contract, arrangement, or commitment, in each case, that prohibits the Company from providing such information was not previously provided to Parent. (ed) Notwithstanding anything contained in this Agreement In addition to the contraryforegoing, prior to obtaining the Company Stockholder ApprovalBoard shall not make an Adverse Recommendation Change, the Board of Directors of the Company may unless (i) (x) effect an Adverse Recommendation Change the Company promptly notifies Parent, in writing at least two full Business Days prior to taking that action, of its intention to terminate this Agreement and to enter into a binding definitive agreement in respect of an Acquisition Proposal, or (y) enter into an agreement providing for a transaction that constitutes a Superior Proposal, if (A) attaching the Company a copy of such proposed definitive agreement which shall have received an Acquisition Proposal that was not the result of a breach of Section 6.04(a) that the Board of Directors of the Company determines, after consultation with its outside legal counsel and financial advisors, constitutes a Superior Proposal and the Company shall have otherwise complied be in final form in all material respects with and include all schedules, annexes and exhibits thereto, and (ii) Parent does not make, within two full Business Days after its receipt of such written notification, an offer that is determined by the provisions Company Board in good faith after considering the advice of Section 6.04, (B) its outside counsel and of a financial advisor of nationally recognized reputation to be at least as favorable to the Board of Directors stockholders of the Company determines in good faith, after consultation with outside legal counsel, that the failure to take action with respect to as such Superior Proposal would likely be inconsistent with its fiduciary duties under Applicable LawProposal, (C) the Company has previously notified Parent in writing it being understood that it intends to take such action (a “Section 6.04 Notice”), (D) the Company shall have made its Representatives available to discuss in good faith with Parent’s Representatives not enter into any proposed modifications to the terms and conditions of this Agreement during the three (3) Business Day period following delivery by the Company to Parent of the Section 6.04 Notice delivered to Parent, (E) if Parent shall have delivered to the Company a written, such binding and irrevocable offer capable of being accepted by the Company to alter the terms or conditions of this Agreement agreement during such three (3) two Business Day period, the Board of Directors of the Company shall have determined in good faith (after consultation with its outside legal counsel and financial advisors), after considering the terms of such offer by Parent, that the Superior Proposal giving rise to such Section 6.04 Notice continues to be a Superior Proposal, and (F) in the case of clause (y) above, the Company terminates this Agreement in accordance with Section 10.01 (d)(i), or (ii) effect an Adverse Recommendation Change other than in respect of an Acquisition Proposal if (A) the Board of Directors of the Company determines in good faith, after consultation with outside legal counsel, that the failure to effect such Adverse Recommendation Change would likely be inconsistent with its fiduciary duties under Applicable Law, (B) the Company has previously delivered to Parent a Section 6.04 Notice that it intends to take such action, (C) the Company shall have made its Representatives available to discuss in good faith with Parent’s Representatives any proposed modifications to the terms and conditions of this Agreement during the three (3) Business Day period following delivery by the Company to Parent of the Section 6.04 Notice delivered to Parent, and (D) if Parent shall have delivered to the Company a written, binding and irrevocable offer capable of being accepted by the Company to alter the terms or conditions of this Agreement during such three (3) Business Day period, the Board of Directors of the Company shall have determined in good faith, after consultation with outside legal counsel and after considering the terms of such offer by Parent, that the failure to effect such Adverse Recommendation Change would likely be inconsistent with its fiduciary duties under Applicable Law. If any Superior Proposal that is the subject of clause (i) of this Section 6.04(e) is revised, including any revision to price, then the Company shall deliver to Parent a new Section 6.04 Notice and again comply with the requirements of clause (i) of this Section 6.04(e) with respect to such revised Superior Proposal, on each occasion on which a revised Superior Proposal is submitted, provided that in connection with each new Section 6.04 Notice contemplated by this sentence, each reference to a three (3) Business Day period in the preceding sentence shall be deemed to be a reference to the longer of (x) a forty-eight (48) hour period or (y) a period ending on 11:59 p.m. (New York time) on the Business Day following delivery of the applicable Section 6.04.

No Solicitation; Other Offers. (a) Subject to the remainder of this Section 6.04, upon execution of this Agreement, the Company shall, From and shall cause its Subsidiaries and its and their respective directors, officers, employees, Affiliates, investment bankers, attorneys, accountants and other advisors or representatives (collectively, “Representatives”) to, immediately cease or cause to be terminated any and all activities, discussions or negotiations with any Person with respect to any Acquisition Proposal. The Company shall promptly after the date of this Agreement instruct each Third Party which has heretofore executed a confidentiality agreement relating to an Acquisition Proposal with or for the benefit of the Company to promptly return or destroy all information, documents, and materials relating to the Acquisition Proposal or to the Company or its businesses, operations or affairs heretofore furnished by the Company or any of its Representatives to such Person or any of its Representatives in accordance with the terms of any confidentiality agreement with such Person. Subject to Section 6.04(b) and Section 6.04(c), from the execution of this Agreement by all of the parties hereto until the earlier of the Effective Time or, if earlier, and the termination of this Agreement in accordance with pursuant to Article 10, neither the Company nor any of its Subsidiaries shall, and the Company and its Subsidiaries shall not authorize any of instruct its or their Representatives officers, directors, employees, investment bankers, attorneys, accountants, consultants or other agents or advisors not to, directly or indirectly, (i) solicit, initiate or knowingly take any action designed to knowingly facilitate, encourage or assist, or knowingly induce facilitate the making, submission or announcement of, an of any Acquisition Proposal, (ii) enter into or participate engage in any discussions or negotiations with, or furnish any nonpublic information relating to the Company or any of its Subsidiaries or knowingly afford access to the business, properties, assets, books, books or records or other information of the Company or any of its Subsidiaries (other than such components of such businesses, properties or assets that are generally accessible to the public) to, otherwise knowingly cooperate in any way with any Third Party that to the knowledge of the Company is seeking to make, or has made, or could reasonably be expected to make, an Acquisition Proposal, (iii) approve, adopt, endorse, (A) amend or recommend an Acquisition Proposal, (iv) fail to make, withhold, withdraw grant any waiver or amend, qualify release under any standstill or modify, in each case in a manner adverse to Parent, or publicly propose to withhold, withdraw or amend, modify or qualify, in each case in a manner adverse to Parent, the Company Board Recommendation, (v) propose publicly to approve, adopt, endorse or recommend any Acquisition Proposal (any of the foregoing in clause (iii), (iv) or (v), whether taken by the Board of Directors of the Company or any committee thereof being referred to as an “Adverse Recommendation Change”), (vi) enter into any similar agreement in principle, letter of intent, term sheet, merger agreement, acquisition agreement, option agreement or other similar instrument contemplating or otherwise relating to an Acquisition Proposal, or (vii) take any action to make the provisions of any “fair price,” “moratorium,” “control share acquisition,” “business combination” or other similar anti-takeover statute or regulation inapplicable to any transactions contemplated by an Acquisition Proposal; provided that no action expressly permitted by Section 8.08 with respect to any standstill provision in any agreement to which class of equity securities of the Company or any of its Subsidiaries is Subsidiaries, (B) amend or grant any waiver or release or approve any transaction or redeem rights under the Rights Agreement, (C) approve any transaction under Section 203 of Delaware Law or (D) approve of any Person becoming an "interested stockholder" under Section 203 of Delaware Law and/or (iv) enter into any agreement with respect to an Acquisition Proposal (other than a party shall constitute confidentiality agreement pursuant to Section 6.03(b)(ii) or a breach of this Superior Proposal Agreement in accordance with Section 6.0410.01(d)(ii)(B)). (b) Notwithstanding anything contained in Section 6.04(a) to the contraryforegoing, if at any time prior to obtaining the Company Stockholder Approval, (i) the Company or any of its Representatives has received a bona fide written Acquisition Proposal that the Board of Directors of the Company reasonably believes, after consultation with its outside legal counsel and financial advisors, constitutes, or is reasonably likely to lead to, a Superior Proposal, (ii) the Board of Directors of the Company determines in good faith, after consultation with outside legal counsel, that the failure to take action with respect to such Acquisition Proposal would likely be inconsistent with its fiduciary duties under Applicable Law, (iii) such Acquisition Proposal was not the result of a breach of Section 6.04(a) and (iv) the Company provides to Parent in accordance with Section 6.04(d) the information required under Section 6.04(d) to be delivered by the Company to Parent, then, so long as the foregoing conditions in the immediately preceding clauses (i)-(iv) remain satisfied, the Company, directly or indirectly through its Representativesadvisors, may agents or other intermediaries, may, in response to a bona fide Acquisition Proposal the Company's Board of Directors determines in good faith is reasonably likely to result in a Superior Proposal (Aprovided such Acquisition Proposal is not received in violation of Section 6.03(a)), (i) engage in negotiations or discussions with such the Third Party and its Representatives with respect to the making such Acquisition Proposal, and (Bii) furnish to such Third Party or its Representatives non-public nonpublic information relating to, and afford access to the business, properties, assets, books and records of, the Company or any of its Subsidiaries pursuant to an Acceptable Confidentiality Agreement; appropriate confidentiality agreement (a copy of which shall be provided that the Company shall concurrently provide for informational purposes only to Parent), (iii) fail to make, withdraw or modify in a manner adverse to Parent its recommendation to its stockholders referred to in Section 6.02, (iv) amend or grant any such information that is provided waiver referred to in Section 6.03(a)(iii)(A), (v) take any such Person which was not previously provided of the actions referred to or made available to Parent. in Section 6.03(a)(iii)(B)-(D), but only in connection with entry into a Superior Proposal Agreement in accordance with Section 10.01(d)(ii)(B) and/or (cvi) In addition, nothing enter into a Superior Proposal Agreement in accordance with Section 10.01(d)(ii)(B). Nothing contained herein shall prevent the Company or the Board of Directors of the Company from (i) taking and disclosing any action that any court of competent jurisdiction orders the Company to its stockholders a position contemplated by Rule 14d-9 and Rule 14e-2(a) promulgated under the 1934 Acttake, (ii) making any legally required disclosure with respect to the Company’s stockholders with regard to the transactions contemplated by this Agreement or an Acquisition Proposal (provided that neither the Company nor its Board of Directors may recommend any Acquisition Proposal unless expressly permitted by Section 6.04(e)), (iii) contacting and engaging in discussions with any person or group and their respective Representatives who has made an Acquisition Proposal that was not the result of a breach of this Section 6.04 solely for the purpose of clarifying such Acquisition Proposal and the terms thereof or (iv) issuing a “"stop, look and -look-and-listen” disclosure or similar " communication of the type nature contemplated by in, and otherwise in compliance with, Rule 14d-9(f) under the 1934 Act; providedAct as a result of receiving an Acquisition Proposal or (iii) with regard to an Acquisition Proposal, however, that any disclosure of a position contemplated by Rule complying with Rules 14e-2(a) or 14d-9 under the 1934 Act other than (A) a “stop, look and listen” communication limited solely or making such disclosure to the type contemplated by Rule 14d-9(f) under Company's stockholders as, in the 1934 Act, (B) any express rejection of any applicable Acquisition Proposal or (C) any express reaffirmation good faith judgment of the Company Company's Board Recommendationof Directors, shall be deemed is necessary for the Company's Board of Directors to be an Adverse Recommendation Changecomply with its fiduciary duties to the Company's stockholders under applicable law. No changeUnless this Agreement is previously terminated in accordance with Article 10, withdrawal or modification of the Company Board Recommendation shall change submit this Agreement to its stockholders at the approval of Company Stockholder Meeting, even if the Board of Directors of the Company for purposes determines at any time after the date of causing any law (including Section 203 this Agreement that it is no longer advisable or recommends that the stockholders of Delaware Law) to be inapplicable to the Merger and the other transactions contemplated by this AgreementCompany reject it. (dc) The Board of Directors of the Company shall not take any of the actions referred to in Section 6.04(bclauses (i) through (iv) of the first sentence of the preceding subsection unless the Company shall have delivered delivers to Parent no later than substantially contemporaneously with the taking of such action a prior written notice advising Parent that it intends to take is taking (or will take) such action. In addition, prior to obtaining the Company Stockholder Approval, the Company shall notify Parent promptly (but in any no event within twenty-four (24) later than 48 hours) orally and in writing after the receipt by the Company (or any of its Representativesadvisors) of (i) any Acquisition Proposal, Proposal or (ii) of any request for information relating to the Company or any of its Subsidiaries or for access to the business, properties, assets, books or records of the Company or any of its Subsidiaries (other than such components of such businesses, properties or assets that are generally accessible to the public) by any Third Party with respect that to the knowledge of the Company is seeking to make, or has made, an actual or potential Acquisition Proposal. The Company shall also provide the identity of such notice orally and in writing and shall identify the Third Party making, submittingand the material terms and conditions of, inquiring about or expressing interest with respect to any such Acquisition Proposal (except Proposal, indication or request. The Company shall keep Parent informed in all material respects, on a prompt basis, of the status and material details of any such Acquisition Proposal, indication or request. The Company shall, and shall cause its Subsidiaries and the advisors, employees and other agents of the Company and any of its Subsidiaries to, cease immediately and cause to the extent disclosure of such identity would breach a confidentiality obligation in effect be terminated any and all existing activities, discussions or negotiations, if any, with any Third Party conducted prior to the execution of this Agreement) and (A) if it is in writing, a copy of such Acquisition Proposal and any related draft agreements and other written material from such Third Party (which, in each case, may be redacted, if necessary, solely to remove the identity of such Third Party in order to comply with a confidentiality obligation in effect prior to the execution of this Agreement) setting forth the terms and conditions of such Acquisition Proposal and (B) if oral, a summary thereof (including the material terms and conditions of the Acquisition Proposal). The Company shall keep Parent reasonably informed on a prompt and timely basis of the status and details of any such Acquisition Proposal and Agreement by all parties hereto with respect to any change to the material terms of any such Acquisition Proposal within twenty-four (24) hours of any such change. The Company shall not, and shall cause its Subsidiaries not to, enter into any contract, arrangement, or commitment with any Third Party subsequent to the date of this Agreement, and neither the Company nor any of its Subsidiaries is or shall become party to any contract, arrangement, or commitment, in each case, that prohibits the Company from providing such information to Parent. (e) Notwithstanding anything contained in this Agreement to the contrary, prior to obtaining the Company Stockholder Approval, the Board of Directors of the Company may (i) (x) effect an Adverse Recommendation Change in respect of an Acquisition Proposal, or (y) enter into an agreement providing for a transaction that constitutes a Superior Proposal, if (A) the Company shall have received an Acquisition Proposal that was not the result of a breach of Section 6.04(a) that the Board of Directors of the Company determines, after consultation with its outside legal counsel and financial advisors, constitutes a Superior Proposal and the Company shall have otherwise complied in all material respects with the provisions of Section 6.04, (B) the Board of Directors of the Company determines in good faith, after consultation with outside legal counsel, that the failure to take action with respect to such Superior Proposal would likely be inconsistent with its fiduciary duties under Applicable Law, (C) the Company has previously notified Parent in writing that it intends to take such action (a “Section 6.04 Notice”), (D) the Company shall have made its Representatives available to discuss in good faith with Parent’s Representatives any proposed modifications to the terms and conditions of this Agreement during the three (3) Business Day period following delivery by the Company to Parent of the Section 6.04 Notice delivered to Parent, (E) if Parent shall have delivered to the Company a written, binding and irrevocable offer capable of being accepted by the Company to alter the terms or conditions of this Agreement during such three (3) Business Day period, the Board of Directors of the Company shall have determined in good faith (after consultation with its outside legal counsel and financial advisors), after considering the terms of such offer by Parent, that the Superior Proposal giving rise to such Section 6.04 Notice continues to be a Superior Proposal, and (F) in the case of clause (y) above, the Company terminates this Agreement in accordance with Section 10.01 (d)(i), or (ii) effect an Adverse Recommendation Change other than in respect of an Acquisition Proposal if (A) the Board of Directors of the Company determines in good faith, after consultation with outside legal counsel, that the failure to effect such Adverse Recommendation Change would likely be inconsistent with its fiduciary duties under Applicable Law, (B) the Company has previously delivered to Parent a Section 6.04 Notice that it intends to take such action, (C) the Company shall have made its Representatives available to discuss in good faith with Parent’s Representatives any proposed modifications to the terms and conditions of this Agreement during the three (3) Business Day period following delivery by the Company to Parent of the Section 6.04 Notice delivered to Parent, and (D) if Parent shall have delivered to the Company a written, binding and irrevocable offer capable of being accepted by the Company to alter the terms or conditions of this Agreement during such three (3) Business Day period, the Board of Directors of the Company shall have determined in good faith, after consultation with outside legal counsel and after considering the terms of such offer by Parent, that the failure to effect such Adverse Recommendation Change would likely be inconsistent with its fiduciary duties under Applicable Law. If any Superior Proposal that is the subject of clause (i) of this Section 6.04(e) is revised, including any revision to price, then the Company shall deliver to Parent a new Section 6.04 Notice and again comply with the requirements of clause (i) of this Section 6.04(e) with respect to such revised Superior Proposal, on each occasion on which a revised Superior Proposal is submitted, provided that in connection with each new Section 6.04 Notice contemplated by this sentence, each reference to a three (3) Business Day period in the preceding sentence shall be deemed to be a reference to the longer of (x) a forty-eight (48) hour period or (y) a period ending on 11:59 p.m. (New York time) on the Business Day following delivery of the applicable Section 6.04.

No Solicitation; Other Offers. (a) Subject to the remainder of this Section 6.04, upon execution of this Agreement, the Company shall, and shall cause its Subsidiaries and its and their respective directors, officers, employees, Affiliates, investment bankers, attorneys, accountants and other advisors or representatives (collectively, “Representatives”) to, immediately cease or cause to be terminated any and all activities, discussions or negotiations with any Person with respect to any Acquisition Proposal. The Company shall promptly after From the date of this Agreement instruct each Third Party which has heretofore executed a confidentiality agreement relating to an Acquisition Proposal with or for the benefit of the Company to promptly return or destroy all information, documents, and materials relating to the Acquisition Proposal or to the Company or its businesses, operations or affairs heretofore furnished by the Company or any of its Representatives to such Person or any of its Representatives in accordance with the terms of any confidentiality agreement with such Person. Subject to Section 6.04(b) and Section 6.04(c), from the execution of this Agreement hereof until the Broadcast Merger Effective Time or, if earlier, the termination of until this Agreement is terminated in accordance with Article 1013, neither the Company except as expressly permitted by this Section 10.02, Journal shall not, nor shall it authorize or permit any of its Subsidiaries shall, and the Company and its Subsidiaries shall not authorize or any of its or their respective Representatives to, directly or indirectly, (i) solicit, initiate or take any action to knowingly facilitate, facilitate or encourage or assistthe submission of any inquiries regarding, or knowingly induce the makingmaking of any proposal or offer that constitutes, submission or announcement ofwould reasonably be expected to lead to, an any Journal Acquisition Proposal, (ii) enter into or participate in any discussions or negotiations with or otherwise cooperate with, or knowingly assist, participate in, facilitate or encourage any effort by, or furnish any information relating to the Company Journal or any of its Subsidiaries Subsidiaries, or afford access to the business, properties, assets, books, books or records or other information of the Company Journal or any of its Subsidiaries to, otherwise knowingly cooperate in any way with any Third Party that is seeking to make, or has made, a Journal Acquisition Proposal or could reasonably be expected to make, an Acquisition Proposal, (iii) approve, adopt, endorse, or recommend an Acquisition Proposal, (iv) fail to make, withhold, withdraw or amend, qualify or modify, in each case in a manner adverse to Parent, or publicly propose to withhold, withdraw or amend, modify or qualify, in each case in a manner adverse to Parent, the Company Board Recommendation, (v) propose publicly to approve, adopt, endorse or recommend any Acquisition Proposal (any of the foregoing in clause (iii), (iv) or (v), whether taken by the Board of Directors of the Company or any committee thereof being referred to as an “Adverse Recommendation Change”), (vi) enter into any agreement, agreement in principle, letter of intent, term sheet, merger agreement, acquisition agreement, option agreement memorandum of understanding or other similar instrument contemplating or otherwise relating to an a Journal Acquisition ProposalProposal (other than a confidentiality agreement referred to in Section 10.02(b)) (each, or (vii) take any action to make the provisions of any a “fair price,” “moratorium,” “control share acquisition,” “business combination” or other similar anti-takeover statute or regulation inapplicable to any transactions contemplated by an Journal Acquisition Proposal; provided that no action expressly permitted by Section 8.08 with respect to any standstill provision in any agreement to which the Company or any of its Subsidiaries is a party shall constitute a breach of this Section 6.04Agreement”). (b) Notwithstanding anything contained in Section 6.04(a) this Agreement to the contrary, if at any time from the date hereof and prior to obtaining the Company Stockholder Journal Shareholder Approval, Journal and its Board of Directors (the “Journal Board”) and their Representatives shall be permitted: (i) to engage in discussions and negotiations with, and furnish information to, any Third Party in response to a Journal Acquisition Proposal by any such Third Party (a “Journal Bidder”) if, and only to the Company extent that, (A) such Journal Acquisition Proposal did not result from a breach of the provisions of this Section 10.02 by Journal or any of its Representatives has received Subsidiaries; (B) the Journal Board concludes in good faith, based on the information then available and after consultation with a bona fide written nationally recognized financial advisor and outside legal counsel, that such Journal Acquisition Proposal that constitutes or is reasonably likely to result in a Journal Superior Proposal; (C) the Journal Board of Directors of concludes in good faith, based on the Company reasonably believes, information then available and after consultation with its outside legal counsel and financial advisorscounsel, constitutes, or is that the failure to do so would be reasonably likely to lead tobe inconsistent with its fiduciary duties under Applicable Law; (D) prior to providing any information or data to any such Journal Bidder or entering into any discussions or negotiations with any such Journal Bidder, Journal promptly notifies Scripps of (1) its intent to so furnish information or enter into discussions and negotiations with such Journal Bidder, (2) the name of such Journal Bidder and (3) a Superior summary of the material terms and conditions of any such Journal Acquisition Proposal, (E) prior to providing any information or data to any such Journal Bidder, Journal receives from such Journal Bidder an executed confidentiality agreement, the terms of which are no less favorable to Journal, in any material respect, than those contained in the Confidentiality Agreement, and (F) Journal promptly provides or makes available to Scripps any non-public information concerning Journal or its Subsidiaries provided or made available to such Journal Bidder that was not previously provided or made available to Scripps; (ii) without limiting its rights under Article 13, to withdraw, modify, qualify in a manner adverse to Scripps, condition or refuse to make the Journal Board Recommendation (it being understood that the Journal Board may refrain from taking a position with respect to a Journal Acquisition Proposal until the close of Directors business of the Company determines tenth (10th) Business Day following a written request by Scripps to the Journal Board to affirm the Journal Board Recommendation after the first public announcement of such Journal Acquisition Proposal without such action being considered an adverse modification) (the “Change in the Journal Board Recommendation”) or approve, endorse, recommend, execute or enter into, any Journal Acquisition Agreement solely in response to a Journal Superior Proposal only if (A) such Journal Superior Proposal did not result from a breach of the provisions of this Section 10.02 by Journal or any of its Subsidiaries, (B) the Journal Board concludes in good faith, after consultation with outside legal counsel, that the failure to take action with respect to such Acquisition Proposal do so would reasonably likely be inconsistent with violate its fiduciary duties obligations under Applicable Law, (iiiC) without limiting Journal’s obligation under Section 10.02(b)(i)(C), the Journal Board provides written notice to Scripps (a “Notice of Journal Superior Proposal”) advising Scripps that the Journal Board has received a Journal Superior Proposal, specifying the material terms and conditions of such Acquisition Journal Superior Proposal was not and identifying the result Person making such Journal Superior Proposal (and attaching any agreement and all material related documentation providing for such Journal Superior Proposal) and indicating that the Journal Board intends to make a Change in the Journal Board Recommendation, (D) Journal negotiates, and causes its Representatives to negotiate, in good faith with Scripps and its Representatives during the Journal Response Window, to the extent Scripps wishes to negotiate, to enable Scripps to make an offer or counteroffer to effect revisions to the terms of this Agreement and the other Transaction Agreements such that it would cause such Journal Superior Proposal to no longer constitute a Journal Superior Proposal, (E) if Scripps does not, within five (5) Business Days of its receipt of the Notice of Journal Superior Proposal (the “Journal Response Window”), make an offer or a counteroffer that the Journal Board determines, in its good faith judgment (after having received the advice of a breach financial advisor of Section 6.04(anationally recognized reputation) and outside legal counsel to be at least as favorable to the Journal Shareholders as such Journal Superior Proposal; it being understood and agreed that, with respect to clauses (C), (D) and (ivE) of this Section 10.02(b)(ii), any material amendments to such Journal Superior Proposal, including the Company provides to Parent in accordance with Section 6.04(d) financial terms of such Journal Superior Proposal, shall each require the information required under Section 6.04(ddelivery of a new Notice of Journal Superior Proposal and the commencement of a new Journal Response Window; and (iii) to be delivered by the Company to Parent, then, so long as the foregoing conditions in the immediately preceding clauses (i)-(iv) remain satisfied, the Company, directly or indirectly through its Representatives, may (A) engage in negotiations or discussions comply with such Third Party and its Representatives with respect to the Acquisition Proposal, and (B) furnish to such Third Party or its Representatives non-public information relating to the Company or any of its Subsidiaries pursuant to an Acceptable Confidentiality Agreement; provided that the Company shall concurrently provide to Parent any such information that is provided to any such Person which was not previously provided to or made available to Parent. (c) In addition, nothing contained herein shall prevent the Company or the Board of Directors of the Company from (i) taking and disclosing to its stockholders a position contemplated by Rule 14d-9 and Rule 14e-2(a) 14e-2 promulgated under the 1934 ActExchange Act with regard to a Journal Acquisition Proposal or make any disclosure to Journal’s shareholders required by Applicable Law; provided, that the Journal Board shall not withdraw or modify in a manner adverse to Scripps the Journal Board Recommendation except as permitted under subsection (ii) making any legally required disclosure to above. For the Company’s stockholders with regard to the transactions contemplated by this Agreement or an Acquisition Proposal (provided that neither the Company nor its Board avoidance of Directors may recommend any Acquisition Proposal unless expressly permitted by Section 6.04(e))doubt, (iii) contacting and engaging in discussions with any person or group and their respective Representatives who has made an Acquisition Proposal that was not the result of a breach of this Section 6.04 solely for the purpose of clarifying such Acquisition Proposal and the terms thereof or (iv) issuing a “stop, look and listen” disclosure or similar communication of the type contemplated by Rule 14d-9(f) under of the 1934 Act; provided, however, that any disclosure of a position contemplated by Rule 14e-2(a) under the 1934 Act other than (A) a “stop, look and listen” communication limited solely to the type contemplated by Rule 14d-9(f) under the 1934 Exchange Act, (B) any an express rejection of any applicable Journal Acquisition Proposal or (C) any an express reaffirmation of the Company Journal Board Recommendation, Recommendation shall not be deemed to be an Adverse Recommendation Change. No change, withdrawal or modification of a Change in the Company Journal Board Recommendation shall change the approval of the Board of Directors of the Company for purposes of causing this Agreement. In addition to the foregoing, Journal shall not submit to the vote of the Journal Shareholders any law Journal Acquisition Proposal (including Section 203 of Delaware Lawany Journal Superior Proposal) to be inapplicable other than the Transactions prior to the Merger termination of this Agreement in accordance with its terms. Without limiting Section 10.02(a) and the other transactions contemplated by this Agreement. (d) The Board of Directors of the Company shall not take any of the actions referred to Journal’s notice obligations in Section 6.04(b10.02(b), (1) unless the Company shall have delivered to Parent a prior written notice advising Parent that it intends to take such action. In additionJournal will promptly, prior to obtaining the Company Stockholder Approval, the Company shall notify Parent promptly (but and in any event within twenty-four (24) 24 hours) orally and , notify Scripps in writing after the receipt by the Company (or any of its Representatives) of (i) any Acquisition Proposal, or (ii) any request for information relating to the Company event that Journal or any of its Subsidiaries or for access to the business, properties, assets, books its or records of the Company their respective Representatives receives any Journal Acquisition Proposal or any of its Subsidiaries by any Third Party with respect to an actual or potential Acquisition Proposal. The Company information related thereto, which notification shall also provide the identity of the Third Party making, submitting, inquiring about or expressing interest with respect to such Acquisition Proposal (except to the extent disclosure of such identity would breach a confidentiality obligation in effect prior to the execution of this Agreement) and (A) if it is in writing, a copy of such Acquisition Proposal and any related draft agreements and other written material from such Third Party (which, in each case, may be redacted, if necessary, solely to remove the identity of such Third Party in order to comply with a confidentiality obligation in effect prior to the execution of this Agreement) setting forth the terms and conditions of such Acquisition Proposal and (B) if oral, include a summary thereof (including of the material terms and conditions of the Acquisition Proposal). The Company shall keep Parent reasonably informed on a prompt and timely basis of the status and details of any such Journal Acquisition Proposal and identify the Third Party making the same, and (2) Journal shall keep Scripps reasonably informed of any material developments with respect to any change to the material terms of any such Journal Acquisition Proposal within twenty-four (24) hours of and any such changediscussions and negotiations with respect to a Journal Superior Proposal permitted pursuant to Section 10.02(b)(i). The Company Journal shall not, and shall cause its Subsidiaries not to, enter into any contractconfidentiality or similar agreement with any Person that prohibits Journal from providing to Scripps any of the information required to be provided to Scripps under this Section 10.02(b) within the time periods contemplated hereby. (c) Journal shall, arrangementand shall cause its Subsidiaries and its and their respective Representatives to, immediately cease and cause to be terminated any and all existing activities, discussions or commitment negotiations, if any, with any Third Party subsequent conducted prior to the date of this Agreementhereof with respect to any Journal Acquisition Proposal, or any inquiry or proposal that may reasonably be expected to lead to a Journal Acquisition Proposal, and neither shall use all commercially reasonable efforts to cause any such Third Party (or its agents or advisors) in possession of confidential information regarding Journal or its Subsidiaries that was furnished by or on behalf of Journal in connection with such activities, discussions or negotiations to promptly return or destroy all such information. Without limiting this Section 10.02, it is agreed that any violation of the Company nor restrictions set forth in this Section 10.02 by any Representative of Journal or any of its Subsidiaries is or shall become party to any contract, arrangement, or commitment, in each case, that prohibits the Company from providing such information to Parent. (e) Notwithstanding anything contained in this Agreement to the contrary, prior to obtaining the Company Stockholder Approval, the Board of Directors of the Company may (i) (x) effect an Adverse Recommendation Change in respect of an Acquisition Proposal, or (y) enter into an agreement providing for a transaction that constitutes a Superior Proposal, if (A) the Company shall have received an Acquisition Proposal that was not the result of constitute a breach of Section 6.04(a) that the Board of Directors of the Company determines, after consultation with its outside legal counsel and financial advisors, constitutes a Superior Proposal and the Company shall have otherwise complied in all material respects with the provisions of Section 6.04, (B) the Board of Directors of the Company determines in good faith, after consultation with outside legal counsel, that the failure to take action with respect to such Superior Proposal would likely be inconsistent with its fiduciary duties under Applicable Law, (C) the Company has previously notified Parent in writing that it intends to take such action (a “Section 6.04 Notice”), (D) the Company shall have made its Representatives available to discuss in good faith with Parent’s Representatives any proposed modifications to the terms and conditions of this Agreement during the three (3) Business Day period following delivery by the Company to Parent of the Section 6.04 Notice delivered to Parent, (E) if Parent shall have delivered to the Company a written, binding and irrevocable offer capable of being accepted by the Company to alter the terms or conditions of this Agreement during such three (3) Business Day period, the Board of Directors of the Company shall have determined in good faith (after consultation with its outside legal counsel and financial advisors), after considering the terms of such offer by Parent, that the Superior Proposal giving rise to such Section 6.04 Notice continues to be a Superior Proposal, and (F) in the case of clause (y) above, the Company terminates this Agreement in accordance with Section 10.01 (d)(i), or (ii) effect an Adverse Recommendation Change other than in respect of an Acquisition Proposal if (A) the Board of Directors of the Company determines in good faith, after consultation with outside legal counsel, that the failure to effect such Adverse Recommendation Change would likely be inconsistent with its fiduciary duties under Applicable Law, (B) the Company has previously delivered to Parent a Section 6.04 Notice that it intends to take such action, (C) the Company shall have made its Representatives available to discuss in good faith with Parent’s Representatives any proposed modifications to the terms and conditions of this Agreement during the three (3) Business Day period following delivery by the Company to Parent of the Section 6.04 Notice delivered to Parent, and (D) if Parent shall have delivered to the Company a written, binding and irrevocable offer capable of being accepted by the Company to alter the terms or conditions of this Agreement during such three (3) Business Day period, the Board of Directors of the Company shall have determined in good faith, after consultation with outside legal counsel and after considering the terms of such offer by Parent, that the failure to effect such Adverse Recommendation Change would likely be inconsistent with its fiduciary duties under Applicable Law. If any Superior Proposal that is the subject of clause (i) of this Section 6.04(e) is revised, including any revision to price, then the Company shall deliver to Parent a new Section 6.04 Notice and again comply with the requirements of clause (i) of this Section 6.04(e) with respect to such revised Superior Proposal, on each occasion on which a revised Superior Proposal is submitted, provided that in connection with each new Section 6.04 Notice contemplated 10.02 by this sentence, each reference to a three (3) Business Day period in the preceding sentence shall be deemed to be a reference to the longer of (x) a forty-eight (48) hour period or (y) a period ending on 11:59 p.m. (New York time) on the Business Day following delivery of the applicable Section 6.04Journal.

No Solicitation; Other Offers. (a) Subject to the remainder of this Section 6.04, upon execution of this Agreement, the Company shall, and shall cause its Subsidiaries and its and their respective directors, officers, employees, Affiliates, investment bankers, attorneys, accountants and other advisors or representatives (collectively, “Representatives”) to, immediately cease or cause to be terminated any and all activities, discussions or negotiations with any Person with respect to any Acquisition Proposal. The Company shall promptly after the date of this Agreement instruct each Third Party which has heretofore executed a confidentiality agreement relating to an Acquisition Proposal with or for the benefit of the Company to promptly return or destroy all information, documents, and materials relating to the Acquisition Proposal or to the Company or its businesses, operations or affairs heretofore furnished by the Company or any of its Representatives to such Person or any of its Representatives in accordance with the terms of any confidentiality agreement with such Person. Subject to Section 6.04(b) and Section 6.04(c), from the execution of this Agreement until the Effective Time or, if earlier, the termination of this Agreement in accordance with Article 10, neither Neither the Company nor any of its Subsidiaries shall, and nor shall the Company and or any of its Subsidiaries shall not authorize or permit any of its or their Representatives officers, directors, employees, investment bankers, attorneys, accountants, consultants or other agents or advisors (together, “Representatives”) to, directly or indirectly, subject to Section 7.04(b): (i) solicit, initiate or take any action to knowingly facilitate, encourage or assist, or knowingly induce the making, submission or announcement of, an Acquisition Proposal, (ii) enter into or participate in any discussions or negotiations regarding an Acquisition Proposal with, or in connection with an Acquisition Proposal furnish any nonpublic information relating to the Company or any of its Subsidiaries or afford access to the business, properties, assets, books, books or records or other information of the Company or any of its Subsidiaries to, otherwise knowingly cooperate in any way with with, or knowingly assist, participate in, facilitate or encourage any effort by, any Third Party that is such Person reasonably believes may be seeking to make, or has made, an Acquisition Proposal or has made any inquiry or indication of interest that could reasonably be expected to make, lead to an Acquisition Proposal, (ii) fail to make, withdraw or modify in a manner adverse to Parent the Board Recommendation (iii) approve, adopt, endorse, or recommend an Acquisition Proposal, (iv) fail to make, withhold, withdraw or amend, qualify or modify, in each case in a manner adverse to Parent, or publicly propose to withhold, withdraw or amend, modify or qualify, in each case in a manner adverse to Parent, the Company Board Recommendation, (v) propose publicly to approve, adopt, endorse or recommend any Acquisition Proposal (any of the foregoing in this clause (iiiii), (iv) or (v), whether taken by the Board of Directors of the Company or any committee thereof being referred to as an “Adverse Recommendation Change”), , (viiii) enter into grant any waiver or release under any standstill or similar agreement in principle, letter of intent, term sheet, merger agreement, acquisition agreement, option agreement or other similar instrument contemplating or otherwise relating to an Acquisition Proposal, or (vii) take any action to make the provisions of any “fair price,” “moratorium,” “control share acquisition,” “business combination” or other similar anti-takeover statute or regulation inapplicable to any transactions contemplated by an Acquisition Proposal; provided that no action expressly permitted by Section 8.08 with respect to any standstill provision in any agreement to which class of equity securities of the Company or any of its Subsidiaries is a party Subsidiaries, (iv) enter into any letter of intent, contract or similar document contemplating or otherwise relating to any Acquisition Proposal; or (v) enter into or participate in any discussions or negotiations regarding any other transaction the consummation of which could reasonably be expected to impede, interfere with, prevent or materially delay the Offer or Merger or that could reasonably be expected to dilute materially the benefits of Parent of the transactions contemplated hereby. The Company shall constitute a breach instruct, and cause each applicable Subsidiary, if any, to instruct, each such Representative who has been retained or requested by the Company or any such Subsidiary to perform services in connection with this Agreement not to, directly or indirectly, solicit, initiate or take any action knowingly to facilitate or encourage the submission of this Section 6.04any Acquisition Proposal. (b) Notwithstanding anything contained in Section 6.04(a) to the contraryforegoing, if at any time prior to obtaining the Company Stockholder Approval, (i) the Company or any of its Representatives has received a bona fide written Acquisition Proposal that the Board of Directors of the Company reasonably believes, after consultation with its outside legal counsel and financial advisors, constitutes, or is reasonably likely to lead to, a Superior Proposal, (ii) the Board of Directors of the Company determines in good faith, after consultation with outside legal counsel, that the failure to take action with respect to such Acquisition Proposal would likely be inconsistent with its fiduciary duties under Applicable Law, (iii) such Acquisition Proposal was not the result of a breach of Section 6.04(a) and (iv) the Company provides to Parent in accordance with Section 6.04(d) the information required under Section 6.04(d) to be delivered by the Company to Parent, then, so long as the foregoing conditions in the immediately preceding clauses (i)-(iv) remain satisfied, the CompanyBoard, directly or indirectly through its Representativesadvisors, may agents or other intermediaries, may: (Ai) engage in negotiations or discussions with such any Third Party and its Representatives with respect that, subject to the Company’s compliance with Section 7.04(a), has made (and not withdrawn) a bona fide Acquisition Proposal in writing that the Company Board in good faith believes is or is reasonably likely to lead to a Superior Proposal, and , (Bii) thereafter furnish to such Third Party or its Representatives non-public information relating to the Company or any of its Subsidiaries pursuant to an Acceptable Confidentiality Agreement; provided that a confidentiality agreement with terms no less favorable to the Company than those contained in the Confidentiality Agreement and that permit the Company to comply with the terms of this Section 7.04 (a copy of which shall concurrently provide to Parent any such information that is be promptly (in all events within 24 hours) provided to any such Person which was not previously provided to or made available for informational purposes only to Parent), (iii) to the extent the Company Board determines in good faith by a majority vote, after considering advice from outside legal counsel to the Company, that it is so required by the Company Board’s fiduciary duties under Applicable Law, make an Adverse Recommendation Change, and/or (iv) take any non-appealable, final action that any court of competent jurisdiction orders the Company to take, but in each case referred to in the foregoing clauses (i) through (ii) only if the Company Board determines in good faith by a majority vote, after considering advice from outside legal counsel to the Company, that failure to take such actions would be inconsistent with its fiduciary duties under Applicable Law. For purposes of clause (i) of this Section 7.04(b), the term “Acquisition Proposal” shall have the meaning ascribed to such term in Article 1, except that references to “20%” or “80%” in clauses (i) through (iv) of such definition shall be replaced with “50%”. Nothing contained in this Agreement shall prevent the Company Board from complying with Rule 14e-2(a) or 14d-9 under the 1934 Act with regard to an Acquisition Proposal. (c) In addition, nothing contained herein shall prevent the Company or the Board of Directors of the Company from (i) taking and disclosing to its stockholders a position contemplated by Rule 14d-9 and Rule 14e-2(a) promulgated under the 1934 Act, (ii) making any legally required disclosure to the Company’s stockholders with regard to the transactions contemplated by this Agreement or an Acquisition Proposal (provided that neither the Company nor its Board of Directors may recommend any Acquisition Proposal unless expressly permitted by Section 6.04(e)), (iii) contacting and engaging in discussions with any person or group and their respective Representatives who has made an Acquisition Proposal that was not the result of a breach of this Section 6.04 solely for the purpose of clarifying such Acquisition Proposal and the terms thereof or (iv) issuing a “stop, look and listen” disclosure or similar communication of the type contemplated by Rule 14d-9(f) under the 1934 Act; provided, however, that any disclosure of a position contemplated by Rule 14e-2(a) under the 1934 Act other than (A) a “stop, look and listen” communication limited solely to the type contemplated by Rule 14d-9(f) under the 1934 Act, (B) any express rejection of any applicable Acquisition Proposal or (C) any express reaffirmation of the The Company Board Recommendation, shall be deemed to be an Adverse Recommendation Change. No change, withdrawal or modification of the Company Board Recommendation shall change the approval of the Board of Directors of the Company for purposes of causing any law (including Section 203 of Delaware Law) to be inapplicable to the Merger and the other transactions contemplated by this Agreement. (d) The Board of Directors of the Company shall not take any of the actions referred to in Section 6.04(bclauses (i) through (iii) of the preceding subsection unless the Company shall have delivered to Parent a prior written notice advising Parent that it intends to take such action. In addition, prior the case of any action referred to obtaining in clause (iii) in which neither the Company Stockholder Approvalnor any of its advisors has received any Acquisition Proposal, such notice shall be given to Parent at least 48 hours before taking such action. In addition, the Company shall notify Parent promptly (but in any no event within twenty-four (24) later than 48 hours) orally and in writing after the (i) receipt by the Company (or any of its Representativesadvisors) of (i) any Acquisition Proposal, or (ii) receipt by the Company of any indication that any Third Party is considering making an Acquisition Proposal, (iii) any request for nonpublic information relating to the Company or any of its Subsidiaries or for access to the business, properties, assets, books or records of the Company or any of its Subsidiaries by any Third Party with respect to that the Company reasonably believes may be considering making, or has made, an actual Acquisition Proposal or potential Acquisition Proposal(iv) any breach of the obligations of the Company and its Subsidiaries set forth in Section 7.04(a). The Company shall also provide the identity of the Third Party making, submitting, inquiring about or expressing interest with respect to such Acquisition Proposal (except to the extent disclosure of such identity would breach a confidentiality obligation notice orally and in effect prior to the execution of this Agreement) writing and (A) if it is in writing, a copy of such Acquisition Proposal and any related draft agreements and other written material from such Third Party (which, in each case, may be redacted, if necessary, solely to remove the identity of such Third Party in order to comply with a confidentiality obligation in effect prior to the execution of this Agreement) setting forth the terms and conditions of such Acquisition Proposal and (B) if oral, a summary thereof (including shall identify the material terms and conditions of the any such Acquisition Proposal), indication, request or breach. The Company shall keep Parent reasonably informed fully informed, on a prompt and timely basis reasonably current basis, of the status and details of any such Acquisition Proposal and Proposal, indication or request. (d) In addition, the Company Board shall not make an Adverse Recommendation Change in connection with respect an Acquisition Proposal, unless: (i) the Company notifies Parent, in writing, at least three Business Days before making an Adverse Recommendation Change, of its intention to any change to take such action, attaching the most current version of such proposed agreement or a detailed summary of all material terms of any such proposal and the identity of the Third Party making such Acquisition Proposal Proposal, (ii) the Company shall have, during such three Business Day period, negotiated in good faith with Parent with respect to any changes to this Agreement that Parent shall have proposed, and (iii) Parent does not make, within twenty-four such three Business Day period, an offer that the Company Board determines is at least as favorable to the stockholders of the Company from a financial point of view as the transaction set forth in the Company’s written notice delivered pursuant to clause (24i) hours of above, it being understood that the Company shall not enter into any such changebinding agreement during such three Business Day period. The Company shall notpromptly notify Parent if its intention to make an Adverse Recommendation Change with respect to a Acquisition Proposal shall change at any time after giving a notice referred to in clause (i) above. (e) The Company shall, and shall cause its Subsidiaries not to, enter into and shall use its reasonable best efforts to cause the advisors, employees and other agents of the Company and any contractof its Subsidiaries to, arrangementcease immediately and cause to be terminated any and all existing activities, or commitment discussions and negotiations, if any, with any Third Party subsequent conducted prior to the date of this Agreement, and neither the Company nor any of its Subsidiaries is or shall become party to any contract, arrangement, or commitment, in each case, that prohibits the Company from providing such information to Parent. (e) Notwithstanding anything contained in this Agreement to the contrary, prior to obtaining the Company Stockholder Approval, the Board of Directors of the Company may (i) (x) effect an Adverse Recommendation Change in respect of an Acquisition Proposal, or (y) enter into an agreement providing for a transaction that constitutes a Superior Proposal, if (A) the Company shall have received an Acquisition Proposal that was not the result of a breach of Section 6.04(a) that the Board of Directors of the Company determines, after consultation with its outside legal counsel and financial advisors, constitutes a Superior Proposal and the Company shall have otherwise complied in all material respects with the provisions of Section 6.04, (B) the Board of Directors of the Company determines in good faith, after consultation with outside legal counsel, that the failure to take action with respect to such Superior Proposal would likely be inconsistent with its fiduciary duties under Applicable Law, (C) the Company has previously notified Parent in writing that it intends to take such action (a “Section 6.04 Notice”), (D) the any Acquisition Proposal. The Company shall have made use its Representatives available reasonable best efforts to discuss in good faith with Parent’s Representatives any proposed modifications to enforce the terms and conditions of this Agreement during any confidentiality agreement entered into with such Third Party with respect to any Acquisition Proposal and to cause any such Third Party (or its agents or advisors) in possession of confidential information about the three (3) Business Day period following delivery Company that was furnished by or on behalf of the Company to Parent return or destroy all such information. The Company agrees that it will use its reasonable best efforts to promptly inform its directors, officers, key employees, investment bankers, attorneys, accountants, consultants and other agents and advisors of the Section 6.04 Notice delivered to Parent, (E) if Parent shall have delivered to the Company a written, binding and irrevocable offer capable of being accepted by the Company to alter the terms or conditions of this Agreement during such three (3) Business Day period, the Board of Directors of the Company shall have determined obligations undertaken in good faith (after consultation with its outside legal counsel and financial advisors), after considering the terms of such offer by Parent, that the Superior Proposal giving rise to such Section 6.04 Notice continues to be a Superior Proposal, and (F) in the case of clause (y) above, the Company terminates this Agreement in accordance with Section 10.01 (d)(i), or (ii) effect an Adverse Recommendation Change other than in respect of an Acquisition Proposal if (A) the Board of Directors of the Company determines in good faith, after consultation with outside legal counsel, that the failure to effect such Adverse Recommendation Change would likely be inconsistent with its fiduciary duties under Applicable Law, (B) the Company has previously delivered to Parent a Section 6.04 Notice that it intends to take such action, (C) the Company shall have made its Representatives available to discuss in good faith with Parent’s Representatives any proposed modifications to the terms and conditions of this Agreement during the three (3) Business Day period following delivery by the Company to Parent of the Section 6.04 Notice delivered to Parent, and (D) if Parent shall have delivered to the Company a written, binding and irrevocable offer capable of being accepted by the Company to alter the terms or conditions of this Agreement during such three (3) Business Day period, the Board of Directors of the Company shall have determined in good faith, after consultation with outside legal counsel and after considering the terms of such offer by Parent, that the failure to effect such Adverse Recommendation Change would likely be inconsistent with its fiduciary duties under Applicable Law. If any Superior Proposal that is the subject of clause (i) of this Section 6.04(e) is revised, including any revision to price, then the Company shall deliver to Parent a new Section 6.04 Notice and again comply with the requirements of clause (i) of this Section 6.04(e) with respect to such revised Superior Proposal, on each occasion on which a revised Superior Proposal is submitted, provided that in connection with each new Section 6.04 Notice contemplated by this sentence, each reference to a three (3) Business Day period in the preceding sentence shall be deemed to be a reference to the longer of (x) a forty-eight (48) hour period or (y) a period ending on 11:59 p.m. (New York time) on the Business Day following delivery of the applicable Section 6.047.04.

No Solicitation; Other Offers. (a) Subject to Except as provided by the remainder of this Section 6.04, upon execution of this Agreement, the Company shall, and shall cause its Subsidiaries and its and their respective directors, officers, employees, Affiliates, investment bankers, attorneys, accountants and other advisors or representatives (collectively, “Representatives”) to, immediately cease or cause to be terminated any and all activities, discussions or negotiations with any Person with respect to any Acquisition Proposal. The Company shall promptly after from the date of this Agreement instruct each Third Party which has heretofore executed a confidentiality agreement relating to an Acquisition Proposal with or for the benefit of the Company to promptly return or destroy all information, documents, and materials relating to the Acquisition Proposal or to the Company or its businesses, operations or affairs heretofore furnished by the Company or any of its Representatives to such Person or any of its Representatives in accordance with the terms of any confidentiality agreement with such Person. Subject to Section 6.04(b) and Section 6.04(c), from the execution of this Agreement hereof until the Effective Time or, if earlier, the termination of this Agreement in accordance with Article 10, neither the Company nor any of its Subsidiaries nor any of their respective officers or directors shall, and the Company and its Subsidiaries shall not authorize any of its or their other Representatives to, directly or indirectly, (i) solicit, initiate or take any action to knowingly facilitate, facilitate or knowingly encourage any inquiries or assistthe making of any proposal or offer that constitutes, or knowingly induce the makingwould reasonably be expected to lead to, submission or announcement of, an any Acquisition Proposal, including by way of furnishing any non-public information or data concerning the Company or its Subsidiaries or any assets owned (in whole or part) by the Company or its Subsidiaries to any Person in furtherance of an Acquisition Proposal or if it would reasonably be expected to lead to an Acquisition Proposal or (ii) enter into into, continue or otherwise participate in any discussions or negotiations with, furnish any information relating to the Company or any of its Subsidiaries or afford access to the business, properties, assets, books, books or records or other information of the Company or any of its Subsidiaries to, otherwise knowingly cooperate in any way with any Third Party that is seeking with respect to make, or has made, or could reasonably be expected to make, an any potential Acquisition Proposal, (iii) approve, adopt, endorse, or recommend an Acquisition Proposal, (iv) fail to make, withhold, withdraw or amend, qualify or modify, in each case in a manner adverse to Parent, or publicly propose to withhold, withdraw or amend, modify or qualify, in each case in a manner adverse to Parent, the Company Board Recommendation, (v) propose publicly to approve, adopt, endorse or recommend any Acquisition Proposal (any of the foregoing in clause (iii), (iv) or (v), whether taken by the Board of Directors of the Company or any committee thereof being referred to as an “Adverse Recommendation Change”), (vi) enter into any agreement in principle, memorandum of understanding, letter of intent, term sheet, merger agreement, acquisition agreement, joint venture agreement, option agreement or other similar instrument contemplating or otherwise relating to agreement (but excluding an Acceptable Confidentiality Agreement) providing for a transaction that is the subject of an Acquisition ProposalProposal (an “Alternative Acquisition Agreement”), or (viiiv) take grant any action to make the provisions of waiver, amendment or release under any “fair price,” “moratorium,” “control share acquisition,” “business combination” standstill or other similar anti-takeover statute or regulation inapplicable to any transactions contemplated by confidentiality agreement concerning an Acquisition Proposal; provided that no notwithstanding the foregoing and the last sentence of this Section 6.04(a) the Company shall be permitted to waive, amend, release or fail to enforce any provision of any confidentiality, “standstill” or similar obligation of any Person if the Board of Directors of the Company determines in good faith, after consultation with its outside legal counsel, that the failure to take such action expressly permitted by Section 8.08 would be inconsistent with its fiduciary duties under Applicable Law. The Company shall, and shall cause each of its Subsidiaries and its and their respective Representatives to, cease immediately and cause to be terminated any and all activities, discussions or negotiations, if any, existing as of the date of this Agreement with any Third Party and its Representatives with respect to any standstill provision Acquisition Proposal or that would reasonably be expected to lead to an Acquisition Proposal. The Company shall use its commercially reasonable efforts to promptly inform its Representatives of the obligations in any this Section 6.04. The Company also agrees that it will promptly request each Person that has executed a confidentiality agreement prior to which the date hereof in connection with its consideration of acquiring the Company or any of its Subsidiaries is a party to return or destroy (as provided in the terms of such confidentiality agreement) all confidential information furnished to such Person prior to the date hereof by or on behalf of it or any of its Subsidiaries. The Company and its Subsidiaries shall constitute a breach use commercially reasonable efforts to enforce any confidentiality agreements entered into with any Person in connection with any Acquisition Proposal if requested to do so by Parent, subject to the remaining provisions of this Section 6.04. (b) Notwithstanding anything contained in Section 6.04(a) to the contrary, if at following the receipt of an Acquisition Proposal that was made after the date hereof that did not result from a material breach by the Company, any time of its Subsidiaries or its or their respective Representatives of this Section 6.04 and prior to obtaining the Company Stockholder Approval, if (i) the Company or any of its Representatives has received a bona fide written an Acquisition Proposal that the Board of Directors of the Company reasonably believesCompany, after consultation with its outside legal counsel and with its financial advisorsadvisor, constitutes, reasonably believes is or is could reasonably likely to lead to, result in a Superior Proposal, Proposal and (ii) the Board of Directors of the Company determines in good faith, after consultation with outside legal counsel, that the failure to take such action with respect to such Acquisition Proposal would likely be inconsistent with its fiduciary duties under Applicable Law, (iii) such Acquisition Proposal was not the result of a breach of Section 6.04(a) and (iv) the Company provides then, subject to providing written notice to Parent of its decision to take such action and compliance in accordance all material respects with Section 6.04(d) the information required under Section 6.04(d) to be delivered by the Company to Parent, then, so long as the foregoing conditions in the immediately preceding clauses (i)-(iv) remain satisfied6.04(c), the Company, directly or indirectly through its Representatives, may (A) engage in negotiations or discussions with such Third Party and its Representatives with respect to the Acquisition ProposalRepresentatives, and (B) furnish to such Third Party or its Representatives non-public information relating to the Company or any of its Subsidiaries pursuant to an Acceptable Confidentiality Agreement; provided that the Company shall concurrently promptly (and in any event within twenty-four (24) hours) provide to Parent any such information relating to the Company that is it provided to any such Person which was not previously provided to or made available to Parent. (c) In additionThe Company shall promptly (and, nothing in any event, within twenty-four (24) hours) notify Parent orally and in writing after the receipt by the Company of any Acquisition Proposal or any request for information or access relating to the Company or any of its Subsidiaries with respect to an Acquisition Proposal indicating, in connection with such notice, the name of such Person (except to the extent disclosure of such identity would breach a confidentiality obligation in effect prior to the execution of this Agreement) 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, which in each case may be redacted, if necessary to remove the identity of any Third Party to comply with any confidentiality obligation in effect prior to the execution of this Agreement) and thereafter, subject to the foregoing confidentiality qualifications, shall (i) keep Parent reasonably informed, on a prompt and timely basis, of the status and terms of any such proposals or offers (including any material amendments thereto) and the status of any such discussions or negotiations, and (ii) provide to Parent as soon as practicable copies of all written proposals or offers (including proposed agreements) sent or provided to the Company or any of its Subsidiaries from any Person (or such Person’s Representative) making an Acquisition Proposal that describes any of the financial or other material terms or conditions of such Acquisition Proposal. (d) Except as set forth in Section 6.04(e) and Section 6.04(g), the Board of Directors of the Company and each committee of the Board of Directors of the Company shall not: (i) withhold, withdraw, qualify or modify (or publicly propose or announce any intention to or resolve to withhold, withdraw, qualify or modify), in a manner adverse to Parent or Merger Subsidiary, the Company Board Recommendation; (ii) other than in the case of an Acquisition Proposal in the form of a tender offer or exchange offer, fail to publicly affirm the Company Board Recommendation upon Parent’s written request within five (5) Business Days after such request after a public announcement of an Acquisition Proposal; (iii) (A) fail to recommend against acceptance of any tender offer or exchange offer that is publicly disclosed (other than by Parent or any of its Subsidiaries) prior to the eleventh (11th) Business Day after the commencement of such tender or exchange offer pursuant to Rule 14d-2 under the 1934 Act or (B) recommend that the stockholders of the Company tender their shares of Company Stock in such tender offer or exchange offer; (iv) fail to include the Company Board Recommendation in the Company Proxy Statement/Prospectus in connection with the Company Stockholder Meeting; or (v) approve, adopt, recommend, or publicly propose to approve, adopt or recommend, any Acquisition Proposal (any action described in Sections 6.04(d)(i) through 6.04(d)(v) being referred to as an “Adverse Recommendation Change”). (e) Notwithstanding anything to the contrary set forth in this Agreement but subject to Section 6.04(f), prior to the time, but not after, the Company Stockholder Approval is obtained, if an Acquisition Proposal has been made after the execution of this Agreement, the Board of Directors of the Company may make an Adverse Recommendation Change in response to such Acquisition Proposal or terminate this Agreement pursuant to Section 10.01 if, and only if, (i) such Acquisition Proposal did not result from a material breach by the Company, any of its Subsidiaries or its or their respective Representatives of this Section 6.04; and (ii) the Board of Directors of the Company determines in good faith after consultation with its outside legal counsel and with its financial advisor that such Acquisition Proposal constitutes a Superior Proposal. (f) Prior to making any Adverse Recommendation Change in connection with an Acquisition Proposal and prior to terminating this Agreement pursuant to Section 10.01 (to the extent permitted under Section 6.04), the Company shall deliver to Parent a written notice (a “Superior Proposal Notice”) stating that the Board of Directors of the Company intends to take such action pursuant to Section 6.04 and, if applicable, intends to cause the Company to enter into an Alternative Acquisition Agreement, a copy of the proposed form of which shall be delivered with such notice, together with copies of any documents setting forth the Acquisition Proposal (which notice or intent shall not be an Adverse Recommendation Change or a violation of Section 6.04(d) or any other provision of this Section 6.04). During the three (3) Business Day period commencing on the first Business Day following the date of Parent’s receipt of such Superior Proposal Notice (the “Negotiation Period”), the Company shall make its Representatives reasonably available for the purpose of engaging in negotiations with Parent (to the extent Parent desires to negotiate) regarding a possible amendment of this Agreement so that the Acquisition Proposal that is the subject of the Superior Proposal Notice ceases to be a Superior Proposal. Any written proposal made by Parent to amend this Agreement during the Negotiation Period shall be considered by the Board of Directors of the Company in good faith. Each time the financial or other material terms of such Acquisition Proposal are changed, the Company shall be required to deliver to Parent a new Superior Proposal Notice (including as attachments thereto a copy of the new Alternative Acquisition Agreement relating to such amended Acquisition Proposal and copies of any related documents), and the Negotiation Period shall be extended by an additional three (3) Business Days from the date of Parent’s receipt of such new Superior Proposal Notice. (g) Notwithstanding anything to the contrary set forth in this Agreement, prior to the time, but not after, the Company Stockholder Approval is obtained, the Board of Directors of the Company may make an Adverse Recommendation Change in response to an Intervening Event if, and only if, the Board of Directors of the Company determines in good faith after consultation with its outside legal counsel and with its financial advisor that a failure to make an Adverse Recommendation Change in response to such Intervening Event would be reasonably likely to be inconsistent with its fiduciary duties under Applicable Law; provided, however, that the Company shall deliver to Parent a written notice (the “Intervening Event Notice”) advising Parent of all available material information with respect to such Intervening Event and stating that the Board of Directors of the Company intends to take such action pursuant to this Section 6.04(g) (which notice or intent shall not be an Adverse Recommendation Change or a violation of Section 6.04(d) or any other provision of this Section 6.04). During the three (3) Business Day period commencing on the date of Parent’s receipt of the Intervening Event Notice (the “Intervening Negotiation Period”), the Company shall make its Representatives reasonably available for the purpose of engaging in negotiations with Parent (to the extent Parent desires to negotiate) regarding a possible amendment of this Agreement in order to enable the Board of Directors of the Company to proceed with the Company Board Recommendation. Any written proposal made by Parent to amend this Agreement during the Intervening Negotiation Period shall be considered by the Board of Directors of the Company in good faith. (h) Notwithstanding anything to the contrary set forth this Agreement, unless this Agreement is terminated pursuant to, and in accordance with, Section 10.01, (i) the obligation of the Company to establish a record date for, give notice of, and, subject to Section 6.02, reconvene and hold the Company Stockholder Meeting and to hold a vote of the Company’s stockholders on the adoption of this Agreement and the Merger at the Company Stockholder Meeting pursuant to Section 6.02 shall not be limited or otherwise affected by the commencement, disclosure, announcement or submission to it of any Acquisition Proposal (whether or not a Superior Proposal) or by an Adverse Recommendation Change, and (ii) in any case in which the Company makes an Adverse Recommendation Change pursuant to this Section 6.04, the Company shall nevertheless submit this Agreement to a vote of its stockholders at the Company Stockholder Meeting for the purpose of the approval of this Agreement. (i) Nothing contained herein in this Agreement shall prevent the Company or the Board of Directors of the Company from (i) taking and disclosing to its stockholders a position contemplated by Rule 14d-9 and Rule 14e-2(a) promulgated under the 1934 Act, Act (iior any similar communication to its stockholders in connection with the making or amendment of a tender offer or exchange offer) or from making any legally required disclosure to the Company’s its stockholders with regard to the transactions contemplated by this Agreement or an Acquisition Proposal (provided that neither which the Company nor its Board of Directors of the Company (after consultation with outside counsel) determines in its good faith judgment that failure to make such disclosure would reasonably be expected to violate U.S. federal or state securities Law or other Applicable Law or its fiduciary obligations under Applicable Law; provided that the Board of Directors of the Company may recommend not effect an Adverse Recommendation Change unless permitted to do so by this Section 6.04; provided, further, that notwithstanding anything herein to the contrary, any Acquisition Proposal unless expressly permitted by Section 6.04(e))“stop, look and listen” disclosure in and of itself shall not be considered an Adverse Recommendation Change or (iiiii) contacting and engaging in discussions with any person Person or group and their respective Representatives who has made an Acquisition Proposal that was not the result of a breach of this Section 6.04 solely for the purpose of clarifying such Acquisition Proposal and the terms thereof or (iv) issuing a “stop, look and listen” disclosure or similar communication of the type contemplated by Rule 14d-9(f) under the 1934 Act; provided, however, that any disclosure of a position contemplated by Rule 14e-2(a) under the 1934 Act other than (A) a “stop, look and listen” communication limited solely to the type contemplated by Rule 14d-9(f) under the 1934 Act, (B) any express rejection of any applicable Acquisition Proposal or (C) any express reaffirmation of the Company Board Recommendation, shall be deemed to be an Adverse Recommendation Change. No change, withdrawal or modification of the Company Board Recommendation shall change the approval of the Board of Directors of the Company for purposes of causing any law (including Section 203 of Delaware Law) to be inapplicable to the Merger and the other transactions contemplated by this Agreementthereof. (d) The Board of Directors of the Company shall not take any of the actions referred to in Section 6.04(b) unless the Company shall have delivered to Parent a prior written notice advising Parent that it intends to take such action. In addition, prior to obtaining the Company Stockholder Approval, the Company shall notify Parent promptly (but in any event within twenty-four (24) hours) orally and in writing after the receipt by the Company (or any of its Representatives) of (i) any Acquisition Proposal, or (ii) any request for information relating to the Company or any of its Subsidiaries or for access to the business, properties, assets, books or records of the Company or any of its Subsidiaries by any Third Party with respect to an actual or potential Acquisition Proposal. The Company shall also provide the identity of the Third Party making, submitting, inquiring about or expressing interest with respect to such Acquisition Proposal (except to the extent disclosure of such identity would breach a confidentiality obligation in effect prior to the execution of this Agreement) and (A) if it is in writing, a copy of such Acquisition Proposal and any related draft agreements and other written material from such Third Party (which, in each case, may be redacted, if necessary, solely to remove the identity of such Third Party in order to comply with a confidentiality obligation in effect prior to the execution of this Agreement) setting forth the terms and conditions of such Acquisition Proposal and (B) if oral, a summary thereof (including the material terms and conditions of the Acquisition Proposal). The Company shall keep Parent reasonably informed on a prompt and timely basis of the status and details of any such Acquisition Proposal and with respect to any change to the material terms of any such Acquisition Proposal within twenty-four (24) hours of any such change. The Company shall not, and shall cause its Subsidiaries not to, enter into any contract, arrangement, or commitment with any Third Party subsequent to the date of this Agreement, and neither the Company nor any of its Subsidiaries is or shall become party to any contract, arrangement, or commitment, in each case, that prohibits the Company from providing such information to Parent. (e) Notwithstanding anything contained in this Agreement to the contrary, prior to obtaining the Company Stockholder Approval, the Board of Directors of the Company may (i) (x) effect an Adverse Recommendation Change in respect of an Acquisition Proposal, or (y) enter into an agreement providing for a transaction that constitutes a Superior Proposal, if (A) the Company shall have received an Acquisition Proposal that was not the result of a breach of Section 6.04(a) that the Board of Directors of the Company determines, after consultation with its outside legal counsel and financial advisors, constitutes a Superior Proposal and the Company shall have otherwise complied in all material respects with the provisions of Section 6.04, (B) the Board of Directors of the Company determines in good faith, after consultation with outside legal counsel, that the failure to take action with respect to such Superior Proposal would likely be inconsistent with its fiduciary duties under Applicable Law, (C) the Company has previously notified Parent in writing that it intends to take such action (a “Section 6.04 Notice”), (D) the Company shall have made its Representatives available to discuss in good faith with Parent’s Representatives any proposed modifications to the terms and conditions of this Agreement during the three (3) Business Day period following delivery by the Company to Parent of the Section 6.04 Notice delivered to Parent, (E) if Parent shall have delivered to the Company a written, binding and irrevocable offer capable of being accepted by the Company to alter the terms or conditions of this Agreement during such three (3) Business Day period, the Board of Directors of the Company shall have determined in good faith (after consultation with its outside legal counsel and financial advisors), after considering the terms of such offer by Parent, that the Superior Proposal giving rise to such Section 6.04 Notice continues to be a Superior Proposal, and (F) in the case of clause (y) above, the Company terminates this Agreement in accordance with Section 10.01 (d)(i), or (ii) effect an Adverse Recommendation Change other than in respect of an Acquisition Proposal if (A) the Board of Directors of the Company determines in good faith, after consultation with outside legal counsel, that the failure to effect such Adverse Recommendation Change would likely be inconsistent with its fiduciary duties under Applicable Law, (B) the Company has previously delivered to Parent a Section 6.04 Notice that it intends to take such action, (C) the Company shall have made its Representatives available to discuss in good faith with Parent’s Representatives any proposed modifications to the terms and conditions of this Agreement during the three (3) Business Day period following delivery by the Company to Parent of the Section 6.04 Notice delivered to Parent, and (D) if Parent shall have delivered to the Company a written, binding and irrevocable offer capable of being accepted by the Company to alter the terms or conditions of this Agreement during such three (3) Business Day period, the Board of Directors of the Company shall have determined in good faith, after consultation with outside legal counsel and after considering the terms of such offer by Parent, that the failure to effect such Adverse Recommendation Change would likely be inconsistent with its fiduciary duties under Applicable Law. If any Superior Proposal that is the subject of clause (i) of this Section 6.04(e) is revised, including any revision to price, then the Company shall deliver to Parent a new Section 6.04 Notice and again comply with the requirements of clause (i) of this Section 6.04(e) with respect to such revised Superior Proposal, on each occasion on which a revised Superior Proposal is submitted, provided that in connection with each new Section 6.04 Notice contemplated by this sentence, each reference to a three (3) Business Day period in the preceding sentence shall be deemed to be a reference to the longer of (x) a forty-eight (48) hour period or (y) a period ending on 11:59 p.m. (New York time) on the Business Day following delivery of the applicable Section 6.04

No Solicitation; Other Offers. (a) Subject to the remainder of this Section 6.04, upon execution of this Agreement, the Company shall, and shall cause its Subsidiaries and its and their respective directors, officers, employees, Affiliates, investment bankers, attorneys, accountants and other advisors or representatives (collectively, “Representatives”) to, immediately cease or cause to be terminated any and all activities, discussions or negotiations with any Person with respect to any Acquisition Proposal. The Company shall promptly after the date of this Agreement instruct each Third Party which has heretofore executed a confidentiality agreement relating to an Acquisition Proposal with or for the benefit of the Company to promptly return or destroy all information, documents, and materials relating to the Acquisition Proposal or to the Company or its businesses, operations or affairs heretofore furnished by the Company or any of its Representatives to such Person or any of its Representatives in accordance with the terms of any confidentiality agreement with such Person. Subject to Section 6.04(b) and Section 6.04(c), from the execution of this Agreement until the Effective Time or, if earlier, the termination of this Agreement in accordance with Article 10, neither Neither the Company nor any of its Subsidiaries shall, and the Company and its Subsidiaries nor shall not authorize any of its or their Representatives officers, directors, employees, investment bankers, attorneys, accountants, consultants or other agents or advisors to, directly or indirectly, (i) solicit, initiate or take any action to knowingly facilitate, facilitate or encourage or assist, or knowingly induce the making, submission or announcement of, an of any Acquisition Proposal, (ii) enter into or participate in any discussions or negotiations with, furnish any information relating to the Company or any of its Subsidiaries or afford access to the business, properties, assets, books, books or records or other information of the Company or any of its Subsidiaries to, otherwise knowingly cooperate in any way with with, or knowingly assist, participate in, facilitate or encourage any effort by any Third Party that is seeking to make, or has made, or could reasonably be expected to make, an Acquisition Proposal, (iii) approve, adopt, endorse, grant any waiver or recommend an Acquisition Proposal, (iv) fail to make, withhold, withdraw release under any standstill or amend, qualify or modify, in each case in a manner adverse to Parent, or publicly propose to withhold, withdraw or amend, modify or qualify, in each case in a manner adverse to Parent, the Company Board Recommendation, (v) propose publicly to approve, adopt, endorse or recommend any Acquisition Proposal (any of the foregoing in clause (iii), (iv) or (v), whether taken by the Board of Directors of the Company or any committee thereof being referred to as an “Adverse Recommendation Change”), (vi) enter into any similar agreement in principle, letter of intent, term sheet, merger agreement, acquisition agreement, option agreement or other similar instrument contemplating or otherwise relating to an Acquisition Proposal, or (vii) take any action to make the provisions of any “fair price,” “moratorium,” “control share acquisition,” “business combination” or other similar anti-takeover statute or regulation inapplicable to any transactions contemplated by an Acquisition Proposal; provided that no action expressly permitted by Section 8.08 with respect to any standstill provision in any agreement to which class of equity securities of the Company or any of its Subsidiaries is a party shall constitute a breach of this Section 6.04or (iv) enter into any agreement with respect to an Acquisition Proposal. (b) Notwithstanding anything contained in Section 6.04(a) to the contraryforegoing, if at any time prior to obtaining the Company Stockholder Approval, (i) the Company or any of its Representatives has received a bona fide written Acquisition Proposal that the Board of Directors of the Company reasonably believes, after consultation with its outside legal counsel and financial advisors, constitutes, or is reasonably likely to lead to, a Superior Proposal, (ii) the Board of Directors of the Company determines in good faith, after consultation with outside legal counsel, that the failure to take action with respect to such Acquisition Proposal would likely be inconsistent with its fiduciary duties under Applicable Law, (iii) such Acquisition Proposal was not the result of a breach of Section 6.04(a) and (iv) the Company provides to Parent in accordance with Section 6.04(d) the information required under Section 6.04(d) to be delivered by the Company to Parent, then, so long as the foregoing conditions in the immediately preceding clauses (i)-(iv) remain satisfied, the Company, directly or indirectly through its Representativesadvisors, agents or other intermediaries, may (A) engage in negotiations or discussions with such any Third Party that, without prior solicitation by or negotiation with the Company has made a Superior Proposal and its Representatives with respect to the Acquisition Proposal, and (B) furnish to such Third Party or its Representatives non-public nonpublic information relating to the Company or any of its Subsidiaries pursuant to an Acceptable Confidentiality Agreement; provided that a confidentiality agreement with terms no less favorable to the Company shall concurrently provide than those contained in the Confidentiality Agreement (a copy of such other confidentiality agreement being provided for informational purposes only to Parent). Following receipt of such Superior Proposal, the Company's Board of Directors may fail to make, withdraw or modify in a manner adverse to Parent its recommendation to its shareholders referred to in Section 6.02 hereof, and/or take any non-appealable, final action that any court of competent jurisdiction orders the Company to take, but in each case referred to in the foregoing subsections (i) through (iv) of Section 6.03(a) only if the Board of Directors of the Company determines in good faith by a majority vote, after considering advice of its legal counsel and financial advisors that it must take such information that is provided action to any such Person which was not previously provided to or made available to Parent. (c) In addition, nothing comply with its fiduciary duties under applicable law. Nothing contained herein shall prevent the Company or the Board of Directors of the Company from (i) taking and disclosing to its stockholders a position contemplated by Rule 14d-9 and complying with Rule 14e-2(a) promulgated or Rule 14d-9 under the 1934 Act, (ii) Act with regard to an Acquisition Proposal or from making any legally required disclosure other disclosures to the Company’s stockholders with regard to the transactions contemplated by this Agreement or an Acquisition Proposal (provided that neither the Company nor its Board of Directors may recommend any Acquisition Proposal unless expressly permitted by Section 6.04(e)), (iii) contacting and engaging in discussions with any person or group and their respective Representatives who has made an Acquisition Proposal that was not the result of a breach of this Section 6.04 solely for the purpose of clarifying such Acquisition Proposal and the terms thereof or (iv) issuing a “stop, look and listen” disclosure or similar communication of the type contemplated by Rule 14d-9(f) 's shareholders if required under the 1934 Actapplicable law; provided, however, that any disclosure of a position contemplated by Rule 14e-2(a) under the 1934 Act other than (A) a “stop, look and listen” communication limited solely to the type contemplated by Rule 14d-9(f) under the 1934 Act, (B) any express rejection of any applicable Acquisition Proposal or (C) any express reaffirmation of the Company Board Recommendation, such response shall be deemed to be an Adverse Recommendation Change. No change, withdrawal or modification of the Company Board Recommendation shall change the approval of the Board of Directors of the Company for purposes of causing any law (including Section 203 of Delaware Law) to be inapplicable to the Merger and comply with the other transactions contemplated by requirements of this AgreementSection 6.03. (dc) The Board of Directors of the Company shall not take any of the actions referred to in subsections (i) through (iv) of Section 6.04(b6.03(a) unless the Company shall have delivered to Parent a prior written notice advising Parent that it intends to take such action, and the Company shall continue to keep Parent informed, on a current basis, with respect to such Superior Proposal after taking such action. In addition, prior to obtaining the Company Stockholder Approval, the Company shall notify Parent promptly (but in any no event within twenty-four (24) later than 24 hours) orally and in writing after the receipt by the Company (or any of its Representativesadvisors) of (i) any Acquisition Proposal, any indication that a Third Party is considering making an Acquisition Proposal or (ii) of any request for information relating to the Company or any of its Subsidiaries or for access to the business, properties, assets, books or records of the Company or any of its Subsidiaries by any Third Party with respect to that may be considering making, or has made, an actual or potential Acquisition Proposal. The Company shall also provide the identity of such notice orally and within one business day in writing and shall identify the Third Party making, submitting, inquiring about or expressing interest with respect to such Acquisition Proposal (except to the extent disclosure of such identity would breach a confidentiality obligation in effect prior to the execution of this Agreement) and (A) if it is in writing, a copy of such Acquisition Proposal and any related draft agreements and other written material from such Third Party (which, in each case, may be redacted, if necessary, solely to remove the identity of such Third Party in order to comply with a confidentiality obligation in effect prior to the execution of this Agreement) setting forth the terms and conditions of, any such Acquisition Proposal, indication or request. The Company shall provide within one Business Day of receipt a copy of any documentation of the terms of any such inquiry, proposal or offer, and thereafter shall keep Parent informed, on a current basis, of the status and terms of any such proposals or offers and the status of any such discussions or negotiations (including by delivering any further documentation of the type referred to above). The Company shall, and shall cause its Subsidiaries and the advisors, employees and other agents of the Company and any of its Subsidiaries to, cease immediately and cause to be terminated any and all existing activities, discussions or negotiations, if any, with any Third Party conducted prior to the date hereof with respect to any Acquisition Proposal and shall use all reasonable efforts to cause any such Party (Bor its agents or advisors) if oralin possession of confidential information about the Company that was furnished by or on behalf of the Company to return or destroy all such information. (d) In the event the Company receives a Superior Proposal, the Company and its Board of Directors shall not take any actions referred to under Section 6.03(b) until the Company has negotiated in good faith with Parent with respect to the terms of the Merger for a summary thereof period of five (including 5) Business Days from the date Parent receives written notice of all material terms and conditions of the Acquisition ProposalSuperior Proposal (including any documents related thereto) as set forth in Section 6.03(c). The Company shall keep Parent reasonably informed on a prompt and timely basis of In the status and details of any such Acquisition Proposal and with respect to any change to the material terms of any such Acquisition Proposal within twenty-four (24) hours of any such change. The Company shall not, and shall cause its Subsidiaries not to, enter into any contract, arrangement, or commitment with any Third Party subsequent to the date of this Agreement, and neither event the Company nor subsequently receives any of its Subsidiaries is amendments or shall become party changes to any contractsuch Superior Proposal, arrangement, or commitment, in each case, that prohibits the Company from providing such information to Parent. (e) Notwithstanding anything contained in this Agreement to the contrary, prior to obtaining the Company Stockholder Approval, the and its Board of Directors of the Company may (ishall not take any actions referred to under Section 6.03(b) (x) effect an Adverse Recommendation Change in respect of an Acquisition Proposal, or (y) enter into an agreement providing for a transaction that constitutes a Superior Proposal, if (A) the Company shall have received an Acquisition Proposal that was not the result of a breach of Section 6.04(a) that the Board of Directors of the Company determines, after consultation with its outside legal counsel and financial advisors, constitutes a Superior Proposal and the Company shall have otherwise complied in all material respects with the provisions of Section 6.04, (B) the Board of Directors of the Company determines in good faith, after consultation with outside legal counsel, that the failure to take action with respect to such Superior Proposal would likely be inconsistent with its fiduciary duties under Applicable Law, (C) until the Company has previously notified Parent in writing that it intends to take such action (a “Section 6.04 Notice”), (D) the Company shall have made its Representatives available to discuss negotiated in good faith with Parent’s Representatives any proposed modifications Parent with respect to the terms of the Merger for a period of five (5) Business Days from the date Parent receives written notice of all material terms and conditions of this Agreement during the three such original Superior Proposal, as amended or changed (3including any documents related thereto) Business Day period following delivery by as set forth in Section 6.03(c) and such written notice shall specify if the Company to Parent of the Section 6.04 Notice delivered to Parent, (E) if Parent shall have delivered to the Company a written, binding and irrevocable offer capable of being accepted by the Company to alter the terms or conditions of this Agreement during such three (3) Business Day period, the its Board of Directors of the Company shall have determined in good faith (after consultation with its outside legal counsel and financial advisors), after considering the terms of such offer by Parent, that the Superior Proposal giving rise to such Section 6.04 Notice continues to be a Superior Proposal, and (F) in the case of clause (y) above, the Company terminates this Agreement in accordance with Section 10.01 (d)(i), or (ii) effect an Adverse Recommendation Change other than in respect of an Acquisition Proposal if (A) the Board of Directors of the Company determines in good faith, after consultation with outside legal counsel, that the failure to effect such Adverse Recommendation Change would likely be inconsistent with its fiduciary duties under Applicable Law, (B) the Company has previously delivered to Parent a Section 6.04 Notice that it intends intend to take such action, (C) the Company shall have made its Representatives available any actions referred to discuss in good faith with Parent’s Representatives any proposed modifications to the terms and conditions of this Agreement during the three (3) Business Day period following delivery by the Company to Parent of the under Section 6.04 Notice delivered to Parent, and (D) if Parent shall have delivered to the Company a written, binding and irrevocable offer capable of being accepted by the Company to alter the terms or conditions of this Agreement during such three (3) Business Day period, the Board of Directors of the Company shall have determined in good faith, after consultation with outside legal counsel and after considering the terms of such offer by Parent, that the failure to effect such Adverse Recommendation Change would likely be inconsistent with its fiduciary duties under Applicable Law. If any Superior Proposal that is the subject of clause (i) of this Section 6.04(e) is revised, including any revision to price, then the Company shall deliver to Parent a new Section 6.04 Notice and again comply with the requirements of clause (i) of this Section 6.04(e) with respect to such revised Superior Proposal, on each occasion on which a revised Superior Proposal is submitted, provided that in connection with each new Section 6.04 Notice contemplated by this sentence, each reference to a three (3) Business Day period in the preceding sentence shall be deemed to be a reference to the longer of (x) a forty-eight (48) hour period or (y) a period ending on 11:59 p.m. (New York time) on the Business Day following delivery of the applicable Section 6.046.03(b).

No Solicitation; Other Offers. (a) Subject to the remainder of this Section 6.04, upon execution of this Agreement, the Company shall, From and shall cause its Subsidiaries and its and their respective directors, officers, employees, Affiliates, investment bankers, attorneys, accountants and other advisors or representatives (collectively, “Representatives”) to, immediately cease or cause to be terminated any and all activities, discussions or negotiations with any Person with respect to any Acquisition Proposal. The Company shall promptly after the date of this Agreement instruct each Third Party which has heretofore executed a confidentiality agreement relating to an Acquisition Proposal with or for the benefit of the Company to promptly return or destroy all information, documents, and materials relating to the Acquisition Proposal or to the Company or its businesses, operations or affairs heretofore furnished by the Company or any of its Representatives to such Person or any of its Representatives in accordance with the terms of any confidentiality agreement with such Person. Subject to Section 6.04(b) and Section 6.04(c), from the execution of this Agreement by all of the parties hereto until the earlier of the Effective Time or, if earlier, and the termination of this Agreement in accordance with pursuant to Article 10, neither the Company nor any of its Subsidiaries shall, and the Company and its Subsidiaries shall not authorize any of instruct its or their Representatives officers, directors, employees, investment bankers, attorneys, accountants, consultants or other agents or advisors not to, directly or indirectly, (i) solicit, initiate initiate, encourage or knowingly take any action designed to knowingly facilitate, encourage or assistthat could reasonably be expected to lead to, or knowingly induce the making, submission or announcement of, an of any Acquisition Proposal, (ii) enter into or participate engage in any discussions or negotiations with, or furnish any information relating to the Company or any of its Subsidiaries or afford access to the business, properties, assets, books, records or other information of the Company or any of its Subsidiaries to, otherwise knowingly cooperate in any way with any Third Party that is seeking to make, or has made, or could reasonably be expected to make, an Acquisition Proposal, (iii) approve, adopt, endorse, or recommend an Acquisition Proposal, (iv) fail to make, withhold, withdraw or amend, qualify or modify, in each case in a manner adverse to Parent, or publicly propose to withhold, withdraw or amend, modify or qualify, in each case in a manner adverse to Parent, the Company Board Recommendation, (v) propose publicly to approve, adopt, endorse or recommend any Acquisition Proposal (any of the foregoing in clause (iii), (iv) or (v), whether taken by the Board of Directors of the Company or any committee thereof being referred to as an “Adverse Recommendation Change”), (vi) enter into any agreement in principle, letter of intent, term sheet, merger agreement, acquisition agreement, option agreement or other similar instrument contemplating or otherwise relating to an Acquisition Proposal, or (vii) take any action to make the provisions of any “fair price,” “moratorium,” “control share acquisition,” “business combination” or other similar anti-takeover statute or regulation inapplicable to any transactions contemplated by an Acquisition Proposal; provided that no action expressly permitted by Section 8.08 with respect to any standstill provision in any agreement to which the Company or any of its Subsidiaries is a party shall constitute a breach of this Section 6.04. (b) Notwithstanding anything contained in Section 6.04(a) to the contrary, if at any time prior to obtaining the Company Stockholder Approval, (i) the Company or any of its Representatives has received a bona fide written Acquisition Proposal that the Board of Directors of the Company reasonably believes, after consultation with its outside legal counsel and financial advisors, constitutes, or is reasonably likely to lead to, a Superior Proposal, (ii) the Board of Directors of the Company determines in good faith, after consultation with outside legal counsel, that the failure to take action with respect to such Acquisition Proposal would likely be inconsistent with its fiduciary duties under Applicable Law, (iii) such Acquisition Proposal was not the result of a breach of Section 6.04(a) and (iv) the Company provides to Parent in accordance with Section 6.04(d) the information required under Section 6.04(d) to be delivered by the Company to Parent, then, so long as the foregoing conditions in the immediately preceding clauses (i)-(iv) remain satisfied, the Company, directly or indirectly through its Representatives, may (A) engage in negotiations or discussions with such Third Party and its Representatives with respect to the Acquisition Proposal, and (B) furnish to such Third Party or its Representatives non-public information relating to the Company or any of its Subsidiaries to, any Third Party that to the Knowledge of the Company is seeking to make, or has made, an Acquisition Proposal, (iii) agree to, approve or recommend any Acquisition Proposal or otherwise facilitate any effort or attempt to make or implement an Acquisition Proposal (subject to the provisions of Section 6.03(b) below), or (iv) (A) amend or grant any waiver or release under any standstill or similar agreement with respect to any class of equity securities of the Company or any of its Subsidiaries or (B) enter into any agreement with respect to an Acquisition Proposal (other than a confidentiality agreement pursuant to Section 6.03(b)(ii)). (b) Notwithstanding the foregoing, the Special Committee or the Board of Directors of the Company, directly or indirectly through advisors, agents or other intermediaries, may, in response to an unsolicited, bona fide Acquisition Proposal, from a Third Party which the Special Committee or the Board of Directors of the Company determines in good faith has sufficient financial resources available to it to consummate such a transaction, that the Special Committee of the Company's Board of Directors determines in good faith is reasonably likely to result in a Superior Proposal (provided such Acquisition Proposal is not received in violation of Section 6.03(a)), if the Special Committee or the Company's Board of Directors determines in good faith (after consultation with its financial and legal advisors) that such action is necessary for the Special Committee or the Company's Board of Directors to comply with its fiduciary duties under applicable law, (i) engage in negotiations or discussions with the Third Party making such Acquisition Proposal, (ii) furnish to such Third Party non public information relating to, and afford access to the business, properties, assets, books and records of, the Company or any of its Subsidiaries pursuant to an Acceptable Confidentiality Agreement; provided executed confidentiality agreement containing terms and conditions at least as restrictive in the aggregate as contained in that certain confidentiality agreement dated as of April 30, 2003 between Xxxxxx Associated Companies, Inc. and the Company shall concurrently provide Company, (iii) amend or grant any waiver referred to Parent any such information that is provided to any such Person which was not previously provided to or made available to Parent. in Section 6.03(a)(iv)(A) and/or (civ) In addition, nothing enter into a Superior Proposal Agreement in accordance with Section 10.01(d)(ii). Nothing contained herein shall prevent the Company or the Board of Directors of the Company from (i) taking and disclosing any action that any court of competent jurisdiction orders the Company to its stockholders a position contemplated by Rule 14d-9 and Rule 14e-2(a) promulgated under the 1934 Acttake, (ii) making any legally required disclosure with respect to the Company’s stockholders with regard to the transactions contemplated by this Agreement or an Acquisition Proposal (provided that neither the Company nor its Board of Directors may recommend any Acquisition Proposal unless expressly permitted by Section 6.04(e)), (iii) contacting and engaging in discussions with any person or group and their respective Representatives who has made an Acquisition Proposal that was not the result of a breach of this Section 6.04 solely for the purpose of clarifying such Acquisition Proposal and the terms thereof or (iv) issuing a “stop, "stop look and listen” disclosure or similar " communication of the type nature contemplated by in, and otherwise in compliance with, Rule 14d-9(f) under the 1934 Act; providedAct as a result of receiving an Acquisition Proposal or (iii) with regard to an Acquisition Proposal, however, that any disclosure of a position contemplated by Rule complying with Rules 14e-2(a) or 14d-9 under the 1934 Act other than (A) a “stop, look and listen” communication limited solely or making such disclosure to the type contemplated by Rule 14d-9(f) under Company's stockholders as, in the 1934 Act, (B) any express rejection of any applicable Acquisition Proposal or (C) any express reaffirmation good faith judgment of the Company Board Recommendation, shall be deemed to be an Adverse Recommendation Change. No change, withdrawal Special Committee or modification of the Company Board Recommendation shall change the approval of the Company's Board of Directors (after consultation with its legal advisors), is necessary for the Company's Board of the Company for purposes of causing any law (including Section 203 of Delaware Law) Directors to be inapplicable to the Merger and the other transactions contemplated by this Agreementcomply with its fiduciary duties under applicable law. (dc) The Board of Directors of the Company shall not take any of the actions referred to in clauses (i) through (iv) of the first sentence of Section 6.04(b6.03(b) or in the proviso to the second sentence of Section 6.02 unless the Company shall have delivered delivers to Parent no later than 24 hours prior to the taking of such action a prior written notice advising Parent that it intends to will take such action. In addition, prior to obtaining the Company Stockholder Approval, the Company shall notify Parent promptly (but in any no event within twenty-four (24) later than 48 hours) orally and in writing after the receipt by the Company (or any of its Representativesadvisors) of (i) any Acquisition Proposal, Proposal or (ii) of any request for information relating to the Company or any of its Subsidiaries or for access to the business, properties, assets, books or records of the Company or any of its Subsidiaries (other than such components of such businesses, properties or assets that are generally accessible to the public) by any Third Party with respect that to the Knowledge of the Company may be considering making, or has made, an actual or potential Acquisition Proposal. The Company shall also provide the identity of such notice orally and in writing and shall identify the Third Party making, submittingand the material terms and conditions of, inquiring about or expressing interest with respect to any such Acquisition Proposal (except Proposal, indication or request. The Company shall keep Parent informed in all material respects, on a prompt basis, of the status and material details of any such Acquisition Proposal, indication or request. The Company shall, and shall cause its Subsidiaries and the advisors, employees and other agents of the Company and any of its Subsidiaries to, cease immediately and cause to the extent disclosure of such identity would breach a confidentiality obligation in effect be terminated any and all existing activities, discussions or negotiations, if any, with any Third Party conducted prior to the execution of this Agreement) and (A) if it is in writing, a copy of such Acquisition Proposal and any related draft agreements and other written material from such Third Party (which, in each case, may be redacted, if necessary, solely to remove the identity of such Third Party in order to comply with a confidentiality obligation in effect prior to the execution of this Agreement) setting forth the terms and conditions of such Acquisition Proposal and (B) if oral, a summary thereof (including the material terms and conditions of the Acquisition Proposal). The Company shall keep Parent reasonably informed on a prompt and timely basis of the status and details of any such Acquisition Proposal and Agreement by all parties hereto with respect to any change to the material terms of any such Acquisition Proposal within twenty-four (24) hours and request the return or destruction of any such change. The Company shall not, and shall cause its Subsidiaries not to, enter into any contract, arrangement, or commitment with any all information provided to Third Party subsequent to the date of this Agreement, and neither the Company nor any of its Subsidiaries is or shall become party to any contract, arrangement, or commitment, in each case, that prohibits the Company from providing such information to Parent. (e) Notwithstanding anything contained in this Agreement to the contrary, prior to obtaining the Company Stockholder Approval, the Board of Directors of the Company may (i) (x) effect an Adverse Recommendation Change in respect of an Acquisition Proposal, or (y) enter into an agreement providing for a transaction that constitutes a Superior Proposal, if (A) the Company shall have received an Acquisition Proposal that was not the result of a breach of Section 6.04(a) that the Board of Directors of the Company determines, after consultation with its outside legal counsel and financial advisors, constitutes a Superior Proposal and the Company shall have otherwise complied in all material respects with the provisions of Section 6.04, (B) the Board of Directors of the Company determines in good faith, after consultation with outside legal counsel, that the failure to take action with respect to such Superior Proposal would likely be inconsistent with its fiduciary duties under Applicable Law, (C) the Company has previously notified Parent in writing that it intends to take such action (a “Section 6.04 Notice”), (D) the Company shall have made its Representatives available to discuss in good faith with Parent’s Representatives any proposed modifications to the terms and conditions of this Agreement during the three (3) Business Day period following delivery by the Company to Parent of the Section 6.04 Notice delivered to Parent, (E) if Parent shall have delivered to the Company a written, binding and irrevocable offer capable of being accepted by the Company to alter the terms or conditions of this Agreement during such three (3) Business Day period, the Board of Directors of the Company shall have determined in good faith (after consultation with its outside legal counsel and financial advisors), after considering the terms of such offer by Parent, that the Superior Proposal giving rise to such Section 6.04 Notice continues to be a Superior Proposal, and (F) in the case of clause (y) above, the Company terminates this Agreement in accordance with Section 10.01 (d)(i), or (ii) effect an Adverse Recommendation Change other than in respect of an Acquisition Proposal if (A) the Board of Directors of the Company determines in good faith, after consultation with outside legal counsel, that the failure to effect such Adverse Recommendation Change would likely be inconsistent with its fiduciary duties under Applicable Law, (B) the Company has previously delivered to Parent a Section 6.04 Notice that it intends to take such action, (C) the Company shall have made its Representatives available to discuss in good faith with Parent’s Representatives any proposed modifications to the terms and conditions of this Agreement during the three (3) Business Day period following delivery by the Company to Parent of the Section 6.04 Notice delivered to Parent, and (D) if Parent shall have delivered to the Company a written, binding and irrevocable offer capable of being accepted by the Company to alter the terms or conditions of this Agreement during such three (3) Business Day period, the Board of Directors of the Company shall have determined in good faith, after consultation with outside legal counsel and after considering the terms of such offer by Parent, that the failure to effect such Adverse Recommendation Change would likely be inconsistent with its fiduciary duties under Applicable Law. If any Superior Proposal that is the subject of clause (i) of this Section 6.04(e) is revised, including any revision to price, then the Company shall deliver to Parent a new Section 6.04 Notice and again comply with the requirements of clause (i) of this Section 6.04(e) with respect to such revised Superior Proposal, on each occasion on which a revised Superior Proposal is submitted, provided that in connection with each new Section 6.04 Notice contemplated by this sentence, each reference Parties pursuant to a three (3) Business Day period in the preceding sentence shall be deemed to be a reference to the longer of (x) a forty-eight (48) hour period or (y) a period ending on 11:59 p.m. (New York time) on the Business Day following delivery of the applicable Section 6.04confidentiality agreement.

No Solicitation; Other Offers. (a) Subject to the remainder of this Section 6.04, upon execution of this Agreement, the Company shall, and shall cause its Subsidiaries and its and their respective directors, officers, employees, Affiliates, investment bankers, attorneys, accountants and other advisors or representatives (collectively, “Representatives”) to, immediately cease or cause to be terminated any and all activities, discussions or negotiations with any Person with respect to any Acquisition Proposal. The Company shall promptly after From the date hereof until the earlier of this Agreement instruct each Third Party which has heretofore executed a confidentiality agreement relating to an Acquisition Proposal with or for the benefit of the Company to promptly return or destroy all information, documents, and materials relating to the Acquisition Proposal or to the Company or its businesses, operations or affairs heretofore furnished by the Company or any of its Representatives to such Person or any of its Representatives in accordance with the terms of any confidentiality agreement with such Person. Subject to Section 6.04(b) and Section 6.04(c), from the execution of this Agreement until the Effective Time or, if earlier, and the termination of this Agreement in accordance with Article 10pursuant to its terms, subject to Section 6.03(b), neither the Company nor any of its Subsidiaries shall, and nor shall the Company and its Subsidiaries shall not authorize or any of its Subsidiaries authorize or their knowingly permit any of its Representatives to, directly or indirectly, (i) solicit, initiate or take knowingly encourage, directly or indirectly, the submission of any action to knowingly facilitate, encourage or assist, or knowingly induce the making, submission or announcement of, an Acquisition Proposal, (ii) enter into or participate in any discussions or negotiations withregarding, or furnish to any Third Party any nonpublic information relating or data with respect to, or take any other action to knowingly facilitate the making of, any Acquisition Proposal, (iii) fail to make, or withdraw or modify in a manner adverse to Parent, the Board Recommendation (or recommend an Acquisition Proposal) (any of the foregoing in this clause (iii), an “Adverse Recommendation Change”) (it being understood, however, that for all purposes of this Agreement, the fact that the Company or any of its Subsidiaries or afford access Representatives has taken any of the actions described in clause (ii) above as permitted by this Agreement shall not be deemed in and of itself a withdrawal or modification of the Board Recommendation or a recommendation of any Acquisition Proposal), or (iv) enter into any agreement with respect to any Acquisition Transaction, except for a confidentiality agreement as contemplated by Section 6.03(b)(ii). The Company shall, and shall cause its Subsidiaries and the business, properties, assets, books, records or other information Representatives of the Company or and any of its Subsidiaries to, otherwise knowingly cooperate in cease immediately and cause to be terminated any way and all existing activities, discussions and negotiations, if any, with any Third Party that is seeking conducted prior to make, or has made, or could reasonably be expected the date hereof with respect to make, an any Acquisition Proposal. (b) Notwithstanding the foregoing, (iii) approve, adopt, endorse, or recommend an Acquisition Proposal, (iv) fail to make, withhold, withdraw or amend, qualify or modify, in each case in a manner adverse to Parent, or publicly propose to withhold, withdraw or amend, modify or qualify, in each case in a manner adverse to Parent, the Company Board Recommendation, (v) propose publicly to approve, adopt, endorse or recommend any Acquisition Proposal (any of the foregoing in clause (iii), (iv) or (v), whether taken by the Board of Directors of the Company Company, directly or indirectly through any committee thereof being referred to as an “Adverse Recommendation Change”)Representatives of the Company, may (vii) enter into engage in negotiations or discussions with any agreement in principle, letter of intent, term sheet, merger agreement, acquisition agreement, option agreement or other similar instrument contemplating or otherwise relating to an Third Party that has made a bona fide Acquisition Proposal, which has not been solicited, initiated or (vii) take any action to make knowingly encouraged by the provisions of any “fair price,” “moratorium,” “control share acquisition,” “business combination” or other similar anti-takeover statute or regulation inapplicable to any transactions contemplated by an Acquisition Proposal; provided that no action expressly permitted by Section 8.08 with respect to any standstill provision in any agreement to which the Company Company, its Subsidiaries or any of its Subsidiaries is a party shall constitute a breach of this Section 6.04. (b) Notwithstanding anything contained in Section 6.04(a) to the contrary, if at any time prior to obtaining the Company Stockholder Approval, (i) the Company or any of its their respective Representatives has received a bona fide written Acquisition Proposal that the Board of Directors (or any Special Committee of the Company reasonably believesBoard of Directors) has determined, in its good faith judgment after consultation with its receiving the advice of the Company’s outside legal counsel and a financial advisorsadvisor of internationally recognized reputation, constitutes, is or is would reasonably be likely to lead to, result in a Superior Proposal, (ii) the Board of Directors of the Company determines in good faith, after consultation with outside legal counsel, that the failure to take action with respect to such Acquisition Proposal would likely be inconsistent with its fiduciary duties under Applicable Law, (iii) such Acquisition Proposal was not the result of a breach of Section 6.04(a) and (iv) the Company provides to Parent in accordance with Section 6.04(d) the information required under Section 6.04(d) to be delivered by the Company to Parent, then, so long as the foregoing conditions in the immediately preceding clauses (i)-(iv) remain satisfied, the Company, directly or indirectly through its Representatives, may (A) engage in negotiations or discussions with such Third Party and its Representatives with respect to the Acquisition Proposal, and (B) thereafter furnish to such Third Party or its Representatives non-public nonpublic information relating to the Company or any of its Subsidiaries pursuant to an Acceptable a confidentiality agreement with terms and conditions in all material respects no less favorable to the Company than those contained in the Confidentiality Agreement; provided , (iii) following receipt of any such Acquisition Proposal that is so determined to be a Superior Proposal, make an Adverse Recommendation Change and/or (iv) take any non-appealable, final action that any court of competent jurisdiction orders the Company shall concurrently provide to Parent any such information that is provided take, but (x) in each case referred to any such Person which was not previously provided to or made available to Parent. in the foregoing clauses (ci) In additionthrough (iii), nothing contained herein shall prevent the Company or only if the Board of Directors of the Company (or a Special Committee) determines in good faith, after considering advice from the Company’s outside legal counsel, that the failure to take such action would reasonably be likely to constitute a breach of the directors’ fiduciary duties under Applicable Law, and (iy) taking and disclosing in the case referred to its stockholders in clause (iii), only if the Company shall have complied with the requirements set forth in the second proviso to Section 10.01(d)(i). Nothing contained herein shall prevent the Board of Directors of the Company (or a position contemplated by Special Committee) from complying with Rule 14d-9 and Rule 14e-2(a) promulgated under the 1934 Act, (ii) making any legally required disclosure to the Company’s stockholders with regard to the transactions contemplated by this Agreement or an Acquisition Proposal (provided that neither the Company nor its Board of Directors may recommend any Acquisition Proposal unless expressly permitted by Section 6.04(e)), (iii) contacting and engaging in discussions with any person or group and their respective Representatives who has made an Acquisition Proposal that was not the result of a breach of this Section 6.04 solely for the purpose of clarifying such Acquisition Proposal and the terms thereof or (iv) issuing a “stop, look and listen” disclosure or similar communication of the type contemplated by Rule 14d-9(f) under the 1934 Act; provided, however, that any disclosure of a position contemplated by Rule 14e-2(a) under the 1934 Act other than (A) a “stopwith regard to an Acquisition Proposal, look and listen” communication limited solely so long as any action taken or statement made to the type contemplated by Rule 14d-9(f) under the 1934 Act, (B) any express rejection of any applicable Acquisition Proposal or (C) any express reaffirmation of the Company Board Recommendation, shall be deemed to be an Adverse Recommendation Change. No change, withdrawal or modification of the Company Board Recommendation shall change the approval of the Board of Directors of the Company for purposes of causing any law (including so comply is consistent with this Section 203 of Delaware Law) to be inapplicable to the Merger and the other transactions contemplated by this Agreement6.03. (dc) The Board of Directors of the Company shall not take any of the actions referred to in Section 6.04(b) unless the Company shall have delivered to Parent a prior written notice advising Parent that it intends to take such action. In addition, prior to obtaining the Company Stockholder Approval, the Company shall notify Parent promptly (but and in any event within twenty-four (24) no later than 24 hours) orally and in writing after the receipt by the Company (or any of its Representatives) of (i) any Acquisition Proposal or any request by any Third Party for any nonpublic information in connection with, or which the Company reasonably concludes could lead to, any Acquisition Proposal, or (ii) any request for information relating to indicating, in connection with such notice, the Company or any of its Subsidiaries or for access to the business, properties, assets, books or records of the Company or any of its Subsidiaries by any Third Party with respect to an actual or potential Acquisition Proposal. The Company shall also provide the identity of the Third Party making, submitting, inquiring about or expressing interest with respect to such Acquisition Proposal (except to the extent disclosure name of such identity would breach a confidentiality obligation in effect prior to Person and the execution of this Agreement) and (A) if it is in writing, a copy of such Acquisition Proposal and any related draft agreements and other written material from such Third Party (which, in each case, may be redacted, if necessary, solely to remove the identity of such Third Party in order to comply with a confidentiality obligation in effect prior to the execution of this Agreement) setting forth the terms and conditions of such Acquisition Proposal and (B) if oral, a summary thereof (including the material terms and conditions of the Acquisition Proposal)or request. The Company shall keep Parent reasonably informed on a prompt and timely basis in all material respects of the status and details (including material amendments or proposed amendments) of any such Acquisition Proposal and with respect to any change to the material terms of any such Acquisition Proposal within twenty-four (24) hours of any such change. The Company shall not, and shall cause its Subsidiaries not to, enter into any contract, arrangement, or commitment with any Third Party subsequent to the date of this Agreement, and neither the Company nor any of its Subsidiaries is or shall become party to any contract, arrangement, or commitment, in each case, that prohibits the Company from providing such information to Parentrequest. (e) Notwithstanding anything contained in this Agreement to the contrary, prior to obtaining the Company Stockholder Approval, the Board of Directors of the Company may (i) (x) effect an Adverse Recommendation Change in respect of an Acquisition Proposal, or (y) enter into an agreement providing for a transaction that constitutes a Superior Proposal, if (A) the Company shall have received an Acquisition Proposal that was not the result of a breach of Section 6.04(a) that the Board of Directors of the Company determines, after consultation with its outside legal counsel and financial advisors, constitutes a Superior Proposal and the Company shall have otherwise complied in all material respects with the provisions of Section 6.04, (B) the Board of Directors of the Company determines in good faith, after consultation with outside legal counsel, that the failure to take action with respect to such Superior Proposal would likely be inconsistent with its fiduciary duties under Applicable Law, (C) the Company has previously notified Parent in writing that it intends to take such action (a “Section 6.04 Notice”), (D) the Company shall have made its Representatives available to discuss in good faith with Parent’s Representatives any proposed modifications to the terms and conditions of this Agreement during the three (3) Business Day period following delivery by the Company to Parent of the Section 6.04 Notice delivered to Parent, (E) if Parent shall have delivered to the Company a written, binding and irrevocable offer capable of being accepted by the Company to alter the terms or conditions of this Agreement during such three (3) Business Day period, the Board of Directors of the Company shall have determined in good faith (after consultation with its outside legal counsel and financial advisors), after considering the terms of such offer by Parent, that the Superior Proposal giving rise to such Section 6.04 Notice continues to be a Superior Proposal, and (F) in the case of clause (y) above, the Company terminates this Agreement in accordance with Section 10.01 (d)(i), or (ii) effect an Adverse Recommendation Change other than in respect of an Acquisition Proposal if (A) the Board of Directors of the Company determines in good faith, after consultation with outside legal counsel, that the failure to effect such Adverse Recommendation Change would likely be inconsistent with its fiduciary duties under Applicable Law, (B) the Company has previously delivered to Parent a Section 6.04 Notice that it intends to take such action, (C) the Company shall have made its Representatives available to discuss in good faith with Parent’s Representatives any proposed modifications to the terms and conditions of this Agreement during the three (3) Business Day period following delivery by the Company to Parent of the Section 6.04 Notice delivered to Parent, and (D) if Parent shall have delivered to the Company a written, binding and irrevocable offer capable of being accepted by the Company to alter the terms or conditions of this Agreement during such three (3) Business Day period, the Board of Directors of the Company shall have determined in good faith, after consultation with outside legal counsel and after considering the terms of such offer by Parent, that the failure to effect such Adverse Recommendation Change would likely be inconsistent with its fiduciary duties under Applicable Law. If any Superior Proposal that is the subject of clause (i) of this Section 6.04(e) is revised, including any revision to price, then the Company shall deliver to Parent a new Section 6.04 Notice and again comply with the requirements of clause (i) of this Section 6.04(e) with respect to such revised Superior Proposal, on each occasion on which a revised Superior Proposal is submitted, provided that in connection with each new Section 6.04 Notice contemplated by this sentence, each reference to a three (3) Business Day period in the preceding sentence shall be deemed to be a reference to the longer of (x) a forty-eight (48) hour period or (y) a period ending on 11:59 p.m. (New York time) on the Business Day following delivery of the applicable Section 6.04

No Solicitation; Other Offers. (a) Subject to the remainder of this Except as expressly permitted under Section 6.04, upon execution of this Agreement, the Company shall, and shall cause its Subsidiaries and its and their respective directors, officers, employees, Affiliates, investment bankers, attorneys, accountants and other advisors or representatives (collectively, “Representatives”) to, immediately cease or cause to be terminated any and all activities, discussions or negotiations with any Person with respect to any Acquisition Proposal. The Company shall promptly after the date of this Agreement instruct each Third Party which has heretofore executed a confidentiality agreement relating to an Acquisition Proposal with or for the benefit of the Company to promptly return or destroy all information, documents, and materials relating to the Acquisition Proposal or to the Company or its businesses, operations or affairs heretofore furnished by the Company or any of its Representatives to such Person or any of its Representatives in accordance with the terms of any confidentiality agreement with such Person. Subject to Section 6.04(b) and Section 6.04(c5.2(b), from the execution of this Agreement until the Effective Time or, if earlier, the termination of this Agreement in accordance with Article 10, neither the Company White nor any of its Subsidiaries shall, and nor shall the Company and its Subsidiaries shall not authorize Representatives of White or any of its or their Representatives toSubsidiaries, directly or indirectly, (i) solicit, initiate or take any action to initiate, knowingly facilitate, encourage or assist, or knowingly induce otherwise facilitate the making, submission or announcement of, an of any Acquisition Proposal, (ii) enter into or participate in any discussions or negotiations with, furnish any information relating to the Company White or any of its Subsidiaries or afford access to the business, properties, assets, books, properties or records or other information of the Company White or any of its Subsidiaries to, otherwise knowingly cooperate in any way with with, or assist, participate in, facilitate or encourage any Third Party effort by any Person that is seeking to make, or has made, or could reasonably be expected to make, an Acquisition Proposal, (iii) approvemodify in a manner that makes less restrictive, adopt, endorsegrant any waiver or release under, or recommend an Acquisition Proposalfail to enforce, any standstill or similar agreement with respect to any class of Equity Securities of White or any of its Subsidiaries, (iv) fail to make, withhold, withdraw or amend, qualify or modify, in each case in a manner adverse to Parentapprove any transaction under, or publicly propose to withholdany Person becoming an “interested stockholder” under, withdraw Section 203 of the DGCL or amend, modify or qualify, in each case in a manner adverse to Parent, the Company Board Recommendation, (v) propose publicly to approveenter into, adopt, endorse approve or recommend any Acquisition Proposal (any of the foregoing in clause (iii), (iv) or (v), whether taken by the Board of Directors of the Company or any committee thereof being referred to as an “Adverse Recommendation Change”), (vi) enter into any agreement in principle, letter of intent, term sheet, merger agreement, acquisition agreement, option agreement or other similar Contract or instrument contemplating or otherwise relating to an Acquisition Proposal, . It is agreed that any violation of the restrictions on White set forth in this Section 5.2(a) by any of its Subsidiaries or (vii) take any action to make the provisions Representative of any “fair price,” “moratorium,” “control share acquisition,” “business combination” or other similar anti-takeover statute or regulation inapplicable to any transactions contemplated by an Acquisition Proposal; provided that no action expressly permitted by Section 8.08 with respect to any standstill provision in any agreement to which the Company White or any of its Subsidiaries is a party shall constitute a breach of this Section 6.04hereof by White. (b) Notwithstanding anything contained in Section 6.04(a5.1(a) to the contraryand Section 5.2(a), if at any time prior to obtaining the Company Stockholder Approval, Required White Vote: (i) the Company White, directly or indirectly through advisors, agents or other intermediaries, may (A) engage or participate in negotiations or discussions with any of Person and its Representatives that, subject to White’s compliance with Section 5.2(a) has received a made after the date of this Agreement an unsolicited bona fide written Acquisition Proposal that the White Board of Directors of the Company reasonably believesbelieves in good faith, after consultation with its outside legal counsel and financial advisors, constitutes, constitutes or is reasonably likely to lead to, to a Superior Proposal by the Person making such Acquisition Proposal; and (B) furnish to such Person or its Representatives nonpublic information relating to White or any of its Subsidiaries pursuant to a customary confidentiality agreement (a copy of which shall be provided for informational purposes only to Orange) with such Person with terms no less restrictive than those contained in the confidentiality agreement dated October 7, 2014, between The Coca-Cola Company, Coca-Cola Enterprises, Inc. and Coca-Cola Iberian Partners S.A. relating to the transactions contemplated hereby; provided that all such information (to the extent that such information has not been previously provided or made available to Orange) is provided or made available to Orange, as the case may be, prior to or substantially concurrently with the time it is provided or made available to such Person; and (ii) subject to compliance with Section 5.2(c) and Section 5.2(d), if applicable, the White Board of Directors of may make a Change in White Recommendation; in each case referred to in the Company foregoing clauses (i) and (ii) only if the White Board determines in good faith, after consultation with outside legal counsel, that the failure to take such action with respect to such Acquisition Proposal would likely be inconsistent with its fiduciary duties under Applicable Law, (iii) such Acquisition Proposal was not the result of a breach of Section 6.04(a) and (iv) the Company provides to Parent in accordance with Section 6.04(d) the information required under Section 6.04(d) to be delivered by the Company to Parent, then, so long as the foregoing conditions in the immediately preceding clauses (i)-(iv) remain satisfied, the Company, directly or indirectly through its Representatives, may (A) engage in negotiations or discussions with such Third Party and its Representatives with respect to the Acquisition Proposal, and (B) furnish to such Third Party or its Representatives non-public information relating to the Company or any of its Subsidiaries pursuant to an Acceptable Confidentiality Agreement; provided that the Company shall concurrently provide to Parent any such information that is provided to any such Person which was not previously provided to or made available to Parent. (c) . In addition, nothing contained herein shall prevent the Company or the White Board of Directors of the Company from (i) taking and disclosing to its stockholders a position contemplated by Rule 14d-9 and complying with Rule 14e-2(a) promulgated under the 1934 Act, (ii) making any legally required disclosure to the Company’s stockholders Exchange Act with regard to an Acquisition Proposal that is in the transactions contemplated form of a tender offer or exchange offer, so long as any position taken or statement made to so comply is consistent with this Section 5.2; provided that any such position taken or statement made that addresses or relates to the approval, recommendation or declaration of advisability by the White Board with respect to this Agreement or an Acquisition Proposal (provided that neither shall be deemed to be a Change in White Recommendation unless the Company nor its White Board of Directors may recommend any Acquisition Proposal unless expressly permitted by Section 6.04(e))reaffirms the White Recommendation in such statement or in connection with such action, (iii) contacting and engaging in discussions with any person or group and their respective Representatives who has made an Acquisition Proposal that was not the result of a breach of this Section 6.04 solely for the purpose of clarifying such Acquisition Proposal and the terms thereof or (ivii) issuing a “stop, look and listen” disclosure or similar communication of the type contemplated by Rule 14d-9(f) under the 1934 ActExchange Act in response to a tender offer or exchange offer; provided, however, provided that any the White Board expressly reaffirms the White Recommendation in such disclosure of a position contemplated by Rule 14e-2(a) under the 1934 Act other than (A) a “stop, look and listen” communication limited solely to the type contemplated by Rule 14d-9(f) under the 1934 Act, (B) any express rejection of any applicable Acquisition Proposal or (C) any express reaffirmation of the Company Board Recommendation, shall be deemed to be an Adverse Recommendation Change. No change, withdrawal or modification of the Company Board Recommendation shall change the approval of the Board of Directors of the Company for purposes of causing any law (including Section 203 of Delaware Law) to be inapplicable to the Merger and the other transactions contemplated by this Agreementcommunication. (dc) The Board None of Directors White, the White Board, the Franchise Relationship Committee nor any of the Company their Representatives shall not take any of the actions referred to in Section 6.04(b5.2(b) unless the Company White shall have delivered to Parent Orange a prior written notice at least 24 hours prior to taking such action advising Parent Orange that it intends to take such action. In addition, prior to obtaining the Company Stockholder Approval, the Company White shall notify Parent Orange promptly (but in any no event within twenty-four (24) later than 24 hours) orally and in writing after the receipt by the Company White (or any of its Representatives) of (i) any Acquisition Proposal, any indication by a Person that it is considering making an Acquisition Proposal or (ii) any request for information relating to the Company White or any of its Subsidiaries or for access to the business, properties, assets, books assets or records of the Company White or any of its Subsidiaries by any Third Party with respect to Person that has indicated that it may be considering making, or has made, an actual or potential Acquisition Proposal. The Company White shall also provide such notice orally and in writing and shall identify the identity of the Third Party Person making, submitting, inquiring about or expressing interest with respect to such Acquisition Proposal (except to the extent disclosure of such identity would breach a confidentiality obligation in effect prior to the execution of this Agreement) and (A) if it is in writing, a copy of such Acquisition Proposal and any related draft agreements and other written material from such Third Party (which, in each case, may be redacted, if necessary, solely to remove the identity of such Third Party in order to comply with a confidentiality obligation in effect prior to the execution of this Agreement) setting forth the terms and conditions of such Acquisition Proposal and (B) if oral, a summary thereof (including the material terms and conditions of the of, any such Acquisition Proposal), indication or request. The Company White shall keep Parent reasonably informed Orange informed, on a prompt and timely basis reasonably current basis, of the status and details of any such Acquisition Proposal Proposal, indication or request (whether communicated orally or in writing), and with respect to any change to the material terms of any such Acquisition Proposal within shall promptly (but in no event later than twenty-four (24) hours after receipt) provide to Orange copies of any such change. The Company shall not, all correspondence and shall cause its Subsidiaries not to, enter into any contract, arrangement, written materials sent or commitment with any Third Party subsequent provided to the date of this Agreement, and neither the Company nor White or any of its Subsidiaries is or shall become party Representatives that describes any terms or conditions of any Acquisition Proposal. Any material amendment to the material financial terms of any contract, arrangement, or commitment, in each case, that prohibits the Company from providing such information Acquisition Proposal will be deemed to Parentbe a new Acquisition Proposal for purposes of White’s compliance with this Section 5.2(c). (ed) Notwithstanding anything contained in this Agreement to Neither the contrary, prior to obtaining White Board nor the Company Stockholder Approval, the Board of Directors of the Company may (i) (x) effect an Adverse Recommendation Franchise Relationship Committee shall make a Change in respect of White Recommendation in response to an Acquisition Proposal, or unless (yi) enter into White has received an agreement providing for a transaction Acquisition Proposal after the date hereof and prior to the White Stockholders Meeting that constitutes a Superior Proposal, if (ii) White promptly notifies Orange, in writing at least five (5) Business Days before taking that action, of its intention to do so, attaching (A) the Company shall have received an Acquisition Proposal that was not the result of a breach of Section 6.04(a) that the Board of Directors most current version of the Company determines, after consultation with its outside legal counsel and financial advisors, constitutes a proposed agreement under which the Superior Proposal is proposed to be consummated and the Company shall have otherwise complied in all material respects with the provisions of Section 6.04, (B) the Board of Directors identity of the Company determines in good faithPerson making the Acquisition Proposal, and (iii) Orange does not make, within five (5) Business Days after consultation with outside legal counselits receipt of that written notification, an offer that is at least as favorable to the failure to take action with respect to stockholders of White as determined by the White Board as such Superior Proposal would likely be inconsistent with its fiduciary duties under Applicable Law, (C) the Company has previously notified Parent in writing it being understood and agreed that it intends to take such action (a “Section 6.04 Notice”), (D) the Company shall have made its Representatives available to discuss in good faith with Parent’s Representatives any proposed modifications amendment to the financial terms or other material terms of such Superior Proposal shall require a new written notification from White and conditions of this Agreement during the three a new five (35) Business Day period following delivery by the Company to Parent of the Section 6.04 Notice delivered to Parent, (E) if Parent shall have delivered to the Company a written, binding and irrevocable offer capable of being accepted by the Company to alter the terms or conditions of this Agreement during such three (3) Business Day period, the Board of Directors of the Company shall have determined in good faith (after consultation with its outside legal counsel and financial advisors), after considering the terms of such offer by Parent, that the Superior Proposal giving rise to such Section 6.04 Notice continues to be a Superior Proposal, and (F) in the case of under clause (y) above, the Company terminates this Agreement in accordance with Section 10.01 (d)(i), or (ii) effect an Adverse Recommendation Change other than in respect of an Acquisition Proposal if (A) the Board of Directors of the Company determines in good faith, after consultation with outside legal counsel, that the failure to effect such Adverse Recommendation Change would likely be inconsistent with its fiduciary duties under Applicable Law, (B) the Company has previously delivered to Parent a Section 6.04 Notice that it intends to take such action, (C) the Company shall have made its Representatives available to discuss in good faith with Parent’s Representatives any proposed modifications to the terms and conditions of this Agreement during the three (3) Business Day period following delivery by the Company to Parent of the Section 6.04 Notice delivered to Parent, and (D) if Parent shall have delivered to the Company a written, binding and irrevocable offer capable of being accepted by the Company to alter the terms or conditions of this Agreement during such three (3) Business Day period, the Board of Directors of the Company shall have determined in good faith, after consultation with outside legal counsel and after considering the terms of such offer by Parent, that the failure to effect such Adverse Recommendation Change would likely be inconsistent with its fiduciary duties under Applicable Law. If any Superior Proposal that is the subject of clause (i) of this Section 6.04(e5.2(d). (e) is revisedFor purposes of this Agreement, including “Acquisition Proposal” shall mean, other than the transactions contemplated by this Agreement or any revision proposal or offer made by Orange or any of its Affiliates, any offer, proposal or inquiry relating to priceany transaction to effect, then the Company shall deliver to Parent a new Section 6.04 Notice and again comply with the requirements or any indication of clause interest by any third Person in, (i) any amalgamation, merger, reorganization, share exchange, consolidation, business combination, recapitalization, liquidation, dissolution, spin-off, split off or similar transaction involving White or any of this Section 6.04(e) with respect to such revised Superior Proposalits Subsidiaries whose assets, on each occasion on which a revised Superior Proposal is submitted, provided that in connection with each new Section 6.04 Notice contemplated by this sentence, each reference to a three (3) Business Day period individually or in the preceding sentence shall be deemed to be aggregate, constitute 25% or more of the consolidated assets of White, (ii) any purchase or sale of 25% or more of the consolidated assets (including stock of White’s Subsidiaries) of White and its Subsidiaries, taken as a reference to the longer of (x) a forty-eight (48) hour period whole or (yiii) any purchase or sale of, or tender or exchange offer (including a period ending on 11:59 p.m. self-tender offer) for, voting securities of White or any of its Subsidiaries that, if consummated, would result in any Person (New York timeor the stockholders of such Person) on the Business Day following delivery beneficially owning securities representing 25% or more of White’s total voting power (or of the applicable Section 6.04surviving entity in such transaction) or the voting power of any of its Subsidiaries whose assets, individually or in the aggregate, constitute 25% or more of the consolidated assets of White.

No Solicitation; Other Offers. (a) Subject to the remainder of this Except as expressly permitted under Section 6.04, upon execution of this Agreement, the Company shall, and shall cause its Subsidiaries and its and their respective directors, officers, employees, Affiliates, investment bankers, attorneys, accountants and other advisors or representatives (collectively, “Representatives”) to, immediately cease or cause to be terminated any and all activities, discussions or negotiations with any Person with respect to any Acquisition Proposal. The Company shall promptly after the date of this Agreement instruct each Third Party which has heretofore executed a confidentiality agreement relating to an Acquisition Proposal with or for the benefit of the Company to promptly return or destroy all information, documents, and materials relating to the Acquisition Proposal or to the Company or its businesses, operations or affairs heretofore furnished by the Company or any of its Representatives to such Person or any of its Representatives in accordance with the terms of any confidentiality agreement with such Person. Subject to Section 6.04(b) and Section 6.04(c6.5(b), from the execution of this Agreement until the Effective Time or, if earlier, the termination of this Agreement in accordance with Article 10, neither the Company CCE nor any of its Subsidiaries shall, and nor shall the Company and its Subsidiaries shall not authorize Representatives of CCE or any of its or their Representatives toSubsidiaries, directly or indirectly, (i) solicit, initiate or take any action to initiate, knowingly facilitate, encourage or assist, or knowingly induce otherwise facilitate the making, submission or announcement of, an of any Acquisition Proposal, (ii) enter into or participate in any discussions or negotiations with, furnish any information relating to the Company CCE or any of its Subsidiaries or afford access to the business, properties, assets, books, records properties or other information Records of the Company CCE or any of its Subsidiaries to, otherwise knowingly cooperate in any way with with, or assist, participate in, facilitate or encourage any Third Party effort by any Person that is seeking to make, or has made, or could reasonably be expected to make, an Acquisition Proposal, (iii) approve, adopt, endorse, grant any waiver or recommend an Acquisition Proposalrelease under any standstill or similar agreement with respect to any class of equity securities of CCE or any of its Subsidiaries, (iv) fail to make, withhold, withdraw or amend, qualify or modify, in each case in a manner adverse to Parentapprove any transaction under, or publicly propose to withholdany Person becoming an “interested stockholder” under, withdraw or amend, modify or qualify, in each case in a manner adverse to Parent, the Company Board Recommendation, (v) propose publicly to approve, adopt, endorse or recommend any Acquisition Proposal (any Section 203 of the foregoing in clause (iii), (iv) DGCL or (v), whether taken by the Board of Directors of the Company or any committee thereof being referred to as an “Adverse Recommendation Change”), (vi) enter into any agreement in principle, letter of intent, term sheet, merger agreement, acquisition agreement, option agreement or other similar Contract or instrument contemplating or otherwise relating to an Acquisition Proposal, . It is agreed that any violation of the restrictions on CCE set forth in this Section 6.5(a) by any of its Subsidiaries or (vii) take any action to make the provisions Representative of any “fair price,” “moratorium,” “control share acquisition,” “business combination” or other similar anti-takeover statute or regulation inapplicable to any transactions contemplated by an Acquisition Proposal; provided that no action expressly permitted by Section 8.08 with respect to any standstill provision in any agreement to which the Company CCE or any of its Subsidiaries is a party shall constitute a breach of this Section 6.04hereof by CCE. (b) Notwithstanding anything contained in Section 6.04(aSections 6.4(e) to the contraryor 6.5(a), if at any time prior to obtaining the Company Stockholder Approval, Required CCE Vote: (i) the Company CCE, directly or indirectly through advisors, agents or other intermediaries, may (A) engage or participate in negotiations or discussions with any of Person and its Representatives that, subject to CCE’s compliance with Section 6.5(a) has received a made after the date of this Agreement an unsolicited bona fide written Acquisition Proposal that the CCE Board of Directors of the Company reasonably believes, after consultation with its outside legal counsel and financial advisors, constitutes, believes in good faith constitutes or is reasonably likely to lead to, to a Superior Proposal; and (B) furnish to such Person or its Representatives nonpublic information relating to CCE or any of its Subsidiaries pursuant to a customary confidentiality agreement (a copy of which shall be provided for informational purposes only to TCCC) with such Person; provided, that all such information (to the extent that such information has not been previously provided or made available to TCCC) is provided or made available to TCCC, as the case may be, prior to or substantially concurrently with the time it is provided or made available to such Person; and (ii) subject to compliance with Section 6.5(c) and Section 6.5(d), if applicable, the CCE Board of Directors of may make a Change in CCE Recommendation; in each case referred to in the Company foregoing clauses (i) and (ii) only if the CCE Board determines in good faith, after consultation with outside legal counsel, that the failure to take such action with respect to such Acquisition Proposal would likely be inconsistent with its fiduciary duties under Applicable applicable Law, (iii) such Acquisition Proposal was not the result of a breach of Section 6.04(a) and (iv) the Company provides to Parent in accordance with Section 6.04(d) the information required under Section 6.04(d) to be delivered by the Company to Parent, then, so long as the foregoing conditions in the immediately preceding clauses (i)-(iv) remain satisfied, the Company, directly or indirectly through its Representatives, may (A) engage in negotiations or discussions with such Third Party and its Representatives with respect to the Acquisition Proposal, and (B) furnish to such Third Party or its Representatives non-public information relating to the Company or any of its Subsidiaries pursuant to an Acceptable Confidentiality Agreement; provided that the Company shall concurrently provide to Parent any such information that is provided to any such Person which was not previously provided to or made available to Parent. (c) . In addition, nothing contained herein shall prevent the Company or the CCE Board of Directors of the Company from (i) taking and disclosing to its stockholders a position contemplated by Rule 14d-9 and complying with Rule 14e-2(a) promulgated under the 1934 Act, (ii) making any legally required disclosure to the Company’s stockholders Exchange Act with regard to an Acquisition Proposal so long as any position taken or statement made to so comply is consistent with this Section 6.5; provided, that any such position taken or statement made that addresses or relates to the transactions contemplated approval, recommendation or declaration of advisability by CCE’s Board with respect to this Agreement or an Acquisition Proposal (provided that neither shall be deemed to be a Change in CCE Recommendation unless the Company nor its CCE Board of Directors may recommend any Acquisition Proposal unless expressly permitted by Section 6.04(e)), (iii) contacting and engaging reaffirms the CCE Recommendation in discussions such statement or in connection with any person or group and their respective Representatives who has made an Acquisition Proposal that was not the result of a breach of this Section 6.04 solely for the purpose of clarifying such Acquisition Proposal and the terms thereof action or (ivii) issuing a “stop, look and listen” disclosure or similar communication of the type contemplated by Rule 14d-9(f) under the 1934 Exchange Act; provided, however, that any disclosure of a position contemplated by Rule 14e-2(a) under the 1934 Act other than (A) a “stop, look and listen” communication limited solely to the type contemplated by Rule 14d-9(f) under the 1934 Act, (B) any express rejection of any applicable Acquisition Proposal or (C) any express reaffirmation of the Company Board Recommendation, shall be deemed to be an Adverse Recommendation Change. No change, withdrawal or modification of the Company Board Recommendation shall change the approval of the Board of Directors of the Company for purposes of causing any law (including Section 203 of Delaware Law) to be inapplicable to the Merger and the other transactions contemplated by this Agreement. (dc) The CCE Board of Directors of the Company shall not take any of the actions referred to in Section 6.04(b6.5(b) unless the Company CCE shall have delivered to Parent TCCC a prior written notice advising Parent TCCC that it intends to take such action. In addition, prior to obtaining the Company Stockholder Approval, the Company CCE shall notify Parent TCCC promptly (but in any no event within twentylater than forty-four eight (2448) hours) orally and in writing after the receipt by the Company CCE (or any of its Representatives) of (i) any Acquisition Proposal, any indication by a Person that it is considering making an Acquisition Proposal or (ii) any request for information relating to the Company CCE or any of its Subsidiaries or for access to the business, properties, assets, books assets or records Records of the Company CCE or any of its Subsidiaries by any Third Party with respect to Person that has indicated that it may be considering making, or has made, an actual or potential Acquisition Proposal. The Company CCE shall also provide such notice orally and in writing and shall identify the identity of the Third Party Person making, submitting, inquiring about or expressing interest with respect to such Acquisition Proposal (except to the extent disclosure of such identity would breach a confidentiality obligation in effect prior to the execution of this Agreement) and (A) if it is in writing, a copy of such Acquisition Proposal and any related draft agreements and other written material from such Third Party (which, in each case, may be redacted, if necessary, solely to remove the identity of such Third Party in order to comply with a confidentiality obligation in effect prior to the execution of this Agreement) setting forth the terms and conditions of such Acquisition Proposal and (B) if oral, a summary thereof (including the material terms and conditions of the of, any such Acquisition Proposal), indication or request. The Company CCE shall keep Parent reasonably informed TCCC informed, on a prompt and timely basis reasonably current basis, of the status and details of any such Acquisition Proposal and with respect to any change to the material terms of any such Acquisition Proposal within twenty-four Proposal, indication or request (24) hours of any such change. The Company shall notwhether communicated orally or in writing), and shall cause its Subsidiaries not to, enter into any contract, arrangement, promptly (but in no event later than forty-eight (48) hours after receipt) provide to TCCC copies of all correspondence and written materials sent or commitment with any Third Party subsequent provided to the date of this Agreement, and neither the Company nor CCE or any of its Subsidiaries is that describes any terms or shall become party conditions of any Acquisition Proposal. Any material amendment to the material financial terms of any contract, arrangement, or commitment, in each case, that prohibits the Company from providing such information Acquisition Proposal will be deemed to Parentbe a new Acquisition Proposal for purposes of CCE’s compliance with this Section 6.5(c). (ed) Notwithstanding anything contained in this Agreement to the contrary, prior to obtaining the Company Stockholder ApprovalFurther, the CCE Board of Directors of the Company may (i) (x) effect an Adverse Recommendation shall not make a Change in respect of CCE Recommendation in response to an Acquisition Proposal, or unless (yi) enter into CCE has received an agreement providing for a transaction Acquisition Proposal that constitutes a Superior Proposal, if (Aii) CCE promptly notifies TCCC, in writing at least three (3) Business Days before taking that action, of its intention to do so, and (iii) TCCC does not make, within three (3) Business Days after its receipt of that written notification, a binding offer that is at least as favorable to the Company shall have received an stockholders of CCE as determined by the CCE Board (other than TCCC, Merger Sub and any other Affiliates of TCCC) as such Acquisition Proposal (it being understood and agreed that was not the result of a breach of Section 6.04(a) that the Board of Directors of the Company determines, after consultation with its outside legal counsel and financial advisors, constitutes a Superior Proposal and the Company shall have otherwise complied in all material respects with the provisions of Section 6.04, (B) the Board of Directors of the Company determines in good faith, after consultation with outside legal counsel, that the failure to take action with respect to such Superior Proposal would likely be inconsistent with its fiduciary duties under Applicable Law, (C) the Company has previously notified Parent in writing that it intends to take such action (a “Section 6.04 Notice”), (D) the Company shall have made its Representatives available to discuss in good faith with Parent’s Representatives any proposed modifications amendment to the material financial terms of such Acquisition Proposal shall require a new written notification from CCE and conditions of this Agreement during the a new three (3) Business Day period following delivery under this Section 6.5(d)). (e) For purposes of this Agreement, “Acquisition Proposal” shall mean, other than the transactions contemplated by this Agreement or any proposal or offer made by TCCC or any of its Affiliates, any offer, proposal or inquiry relating to any transaction to effect, or any indication of interest by any third Person in, (i) any amalgamation, merger, reorganization, share exchange, consolidation, business combination, recapitalization, liquidation, dissolution spin-off, split off or similar transaction involving CCE or any of its Subsidiaries whose assets, individually or in the Company to Parent aggregate, constitute 15% or more of the Section 6.04 Notice delivered to Parentconsolidated assets of CCE, (E) if Parent shall have delivered to the Company a written, binding and irrevocable offer capable or any purchase or sale of being accepted by the Company to alter the terms 15% or conditions of this Agreement during such three (3) Business Day period, the Board of Directors more of the Company shall have determined in good faith consolidated assets (after consultation with including stock of CCE’s Subsidiaries) of CCE and its outside legal counsel and financial advisors)Subsidiaries, after considering the terms of such offer by Parent, that the Superior Proposal giving rise to such Section 6.04 Notice continues to be taken as a Superior Proposal, and (F) in the case of clause (y) above, the Company terminates this Agreement in accordance with Section 10.01 (d)(i), whole or (ii) effect an Adverse Recommendation Change other than any purchase or sale of, or tender or exchange offer (including a self-tender offer) for, voting securities of CCE or any of its Subsidiaries that, if consummated, would result in respect any Person (or the stockholders of an Acquisition Proposal if such Person) beneficially owning securities representing 15% or more of CCE’s total voting power (A) the Board of Directors or of the Company determines surviving entity in good faithsuch transaction) or the voting power of any of its Subsidiaries whose assets, after consultation with outside legal counselindividually or in the aggregate, that the failure to effect such Adverse Recommendation Change would likely be inconsistent with its fiduciary duties under Applicable Law, (B) the Company has previously delivered to Parent a Section 6.04 Notice that it intends to take such action, (C) the Company shall have made its Representatives available to discuss in good faith with Parent’s Representatives any proposed modifications to the terms and conditions of this Agreement during the three (3) Business Day period following delivery by the Company to Parent constitute 15% or more of the Section 6.04 Notice delivered to Parent, and (D) if Parent shall have delivered to the Company a written, binding and irrevocable offer capable consolidated assets of being accepted by the Company to alter the terms or conditions of this Agreement during such three (3) Business Day period, the Board of Directors of the Company shall have determined in good faith, after consultation with outside legal counsel and after considering the terms of such offer by Parent, that the failure to effect such Adverse Recommendation Change would likely be inconsistent with its fiduciary duties under Applicable Law. If any Superior Proposal that is the subject of clause (i) of this Section 6.04(e) is revised, including any revision to price, then the Company shall deliver to Parent a new Section 6.04 Notice and again comply with the requirements of clause (i) of this Section 6.04(e) with respect to such revised Superior Proposal, on each occasion on which a revised Superior Proposal is submitted, provided that in connection with each new Section 6.04 Notice contemplated by this sentence, each reference to a three (3) Business Day period in the preceding sentence shall be deemed to be a reference to the longer of (x) a forty-eight (48) hour period or (y) a period ending on 11:59 p.m. (New York time) on the Business Day following delivery of the applicable Section 6.04CCE.

No Solicitation; Other Offers. (a) Subject to Section 5.02(b) and Section 5.02(d), from and after the remainder date hereof until the earlier to occur of the Effective Time or the termination of this Agreement pursuant to Section 6.04, upon execution of this Agreement, 9.01: (i) the Company shallshall not, and shall cause its Subsidiaries and its and their respective officers, directors, officers, employees, Affiliates, investment bankers, attorneys, accountants accountants, consultants and other authorized agents, advisors or representatives (collectively, “Representatives”) to, immediately cease or cause to be terminated any and all activities, discussions or negotiations with any Person with respect to any Acquisition Proposal. The Company shall promptly after the date of this Agreement instruct each Third Party which has heretofore executed a confidentiality agreement relating to an Acquisition Proposal with or for the benefit of the Company to promptly return or destroy all information, documents, and materials relating to the Acquisition Proposal or to the Company or its businesses, operations or affairs heretofore furnished by the Company or any of its Representatives to such Person or any of its Representatives in accordance with the terms of any confidentiality agreement with such Person. Subject to Section 6.04(b) and Section 6.04(c), from the execution of this Agreement until the Effective Time or, if earlier, the termination of this Agreement in accordance with Article 10, neither the Company nor any of its Subsidiaries shall, and the Company and its Subsidiaries shall not authorize any of its or their Representatives to, directly or indirectly, (iA) solicit, initiate or take any action to knowingly facilitate, facilitate or encourage or assist, or knowingly induce the making, submission or announcement of, an of any Acquisition Proposal, (iiB) enter into or participate in any discussions or negotiations with, furnish any information relating to the Company or any of its Subsidiaries or afford access to the business, properties, assets, books, books or records or other information of the Company or any of its Subsidiaries to, otherwise knowingly cooperate in any way with any Third Party that that, to the knowledge of the Company, is seeking to make, or has made, or could reasonably be expected to make, an Acquisition Proposal, (iiiC) approve, adopt, endorse, or recommend an Acquisition Proposal, (iv) fail to make, withhold, withdraw or amend, qualify or modify, in each case modify in a manner adverse to Parent, Parent or publicly propose to withhold, withdraw or amend, modify or qualify, in each case in a manner adverse to Parent, Parent the Company Board Recommendation, (v) recommend, adopt or approve or publicly propose publicly to approverecommend, adopt, endorse adopt or recommend any approve an Acquisition Proposal or resolve, agree or publicly propose to take any such actions (any of the foregoing in this clause (iiiC), (iv) or (v), whether taken by the Board of Directors of the a “Company or any committee thereof being referred to as an “Adverse Recommendation Change”), ) or (viD) enter into any agreement in principle, letter of intent, term sheet, merger agreement, acquisition agreement, option agreement or other similar instrument contemplating (whether or otherwise not binding) constituting or relating to an Acquisition Proposal; and (ii) the Company shall, and shall cause its Subsidiaries and its and their respective Representatives to, cease immediately and terminate immediately any and all existing activities, discussions or (vii) take negotiations, if any, with any action to make the provisions of any “fair price,” “moratorium,” “control share acquisition,” “business combination” or other similar anti-takeover statute or regulation inapplicable to any transactions contemplated by an Acquisition Proposal; provided that no action expressly permitted by Section 8.08 Third Party with respect to any standstill provision Acquisition Proposal and shall immediately instruct any Third Party (or its agents or advisors) in any agreement to which possession of confidential information about the Company that was furnished by or on behalf of the Company in connection with any of its Subsidiaries is a party shall constitute a breach of this Section 6.04actual or potential Acquisition Proposal to return or destroy all such information. (b) Notwithstanding anything contained in Section 6.04(a) to the contraryforegoing, if at any time on or after the date hereof and prior to obtaining receipt of the Company Stockholder Shareholder Approval, (i) the Company or any of its Representatives has received a bona fide written Acquisition Proposal that the Board of Directors of the Company reasonably believes, after consultation with its outside legal counsel and financial advisors, constitutes, or is reasonably likely to lead to, a Superior Proposal, (ii) the Board of Directors of the Company determines in good faith, after consultation with outside legal counsel, that the failure to take action with respect to such Acquisition Proposal would likely be inconsistent with its fiduciary duties under Applicable Law, (iii) such Acquisition Proposal was not the result of a breach of Section 6.04(a) and (iv) the Company provides to Parent in accordance with Section 6.04(d) the information required under Section 6.04(d) to be delivered by the Company to Parent, then, so long as the foregoing conditions in the immediately preceding clauses (i)-(iv) remain satisfied, the CompanyBoard, directly or indirectly through its Representatives, may (Ai) engage in negotiations or discussions (including, as a part thereof, making any counterproposal or counter offer to) with such any Third Party that has made a bona fide unsolicited Acquisition Proposal after the date hereof that did not arise in connection with any failure to comply with Section 5.02(a) and its Representatives that the Company Board believes in good faith (after consultation with respect a financial advisor of nationally recognized reputation and outside legal counsel) constitutes or would reasonably be expected to the Acquisition Proposal, lead to a Superior Proposal and (Bii) thereafter furnish to such Third Party or its Representatives non-public nonpublic information relating to the Company or any of its Subsidiaries pursuant to an a confidentiality agreement with terms no less favorable to the Company than those contained in the Confidentiality Agreement, except that such confidentiality agreement (x) shall contain additional provisions that expressly permit the Company to comply with its obligations under this Agreement and (y) need not contain the “standstill” provisions set forth in Section 7 of the Confidentiality Agreement (“Acceptable Confidentiality Agreement”); provided that the Company shall concurrently provide to Parent any all such information (to the extent that is provided to any such Person which was information has not been previously provided to or made available to Parent) is provided or made available to Parent, as the case may be, promptly (and, in any event, within twenty-four hours) following the time it is provided or made available to such Third Party, but in each case referred to in the foregoing clauses (i) through (ii) only if (A) the Company Board determines in good faith, after consultation with outside legal counsel to the Company, that failure to take such action could reasonably be expected to be inconsistent with its fiduciary duties under Applicable Law and (B) the Company gives Parent not less than twenty-four hours prior written notice of the identity of such Third Party and the material terms of such Acquisition Proposal (unless such Acquisition Proposal is in written form, in which case the Company shall give Parent a copy thereof) and of the Company’s intention to participate or engage in discussions or negotiations with, or furnish non-public information to, such Third Party. (c) In addition, nothing Nothing contained herein shall prevent the Company or the Board from complying with requirements of Directors of the Company from (i) taking and disclosing to its stockholders a position contemplated by Rule 14d-9 and Rule 14e-2(a) promulgated under the 1934 Act, (ii) making any legally required disclosure to Act or complying with the Company’s stockholders requirements of Rule 14d-9 under the 1934 Act with regard to the transactions contemplated by this Agreement or an Acquisition Proposal (provided that neither Proposal, so long as any action taken or statement made to so comply is consistent with Section 5.02(a). For the Company nor its Board avoidance of Directors may recommend any Acquisition Proposal unless expressly permitted by Section 6.04(e))doubt, (iii) contacting and engaging in discussions with any person or group and their respective Representatives who has made an Acquisition Proposal that was not the result of a breach of this Section 6.04 solely for the purpose of clarifying such Acquisition Proposal and the terms thereof or (iv) issuing a “stop, look and listen” disclosure or similar communication of the type contemplated by Rule 14d-9(f) under the 1934 Act; provided, however, that any disclosure of a position contemplated by Rule 14e-2(a) under the 1934 Act other than (A) a “stop, look and listen” communication limited solely to the type contemplated by Rule 14d-9(f) under the 1934 Act, (B) any an express rejection of any applicable Acquisition Proposal or (C) any an express reaffirmation of its recommendation to the shareholders of the Company Board Recommendation, in favor of the Merger shall not be deemed to be an a Company Adverse Recommendation Change. No change, withdrawal or modification of the Company Board Recommendation shall change the approval of the Board of Directors of the Company Change (including for purposes of causing any law (including Section 203 of Delaware Law) to be inapplicable to the Merger and the other transactions contemplated by this Agreement9.01(c)(i)). (d) The Board of Directors Notwithstanding the foregoing, if prior to receipt of the Company shall Shareholder Approval, the Company Board receives a Superior Proposal or there occurs an event, fact, circumstance or development, that occurs after the date hereof that was not take any known or foreseen by the Company Board as of the actions referred date hereof (and not related to any Acquisition Proposal), that becomes known prior to receipt of the Company Shareholder Approval (a “Company Intervening Event”), the Company Board shall be entitled to effect a Company Adverse Recommendation Change provided that (i) the Company Board determines in good faith, after consultation with outside legal counsel to the Company, that failure to take such action would reasonably be expected to be inconsistent with its fiduciary duties under Applicable Law, and in the case of a Superior Proposal, the Company Board approves or recommends such Superior Proposal; (ii) the Company has notified Parent in writing that it intends to effect a Company Adverse Recommendation Change, describing in reasonable detail the reasons for such Company Adverse Recommendation Change, including the material terms and conditions of any such Superior Proposal and a copy of the final form of any related agreements or a description in reasonable detail of such Company Intervening Event, as the case may be; (iii) a three-Business Day period commencing with the first Business Day after the delivery of the notice and other materials under Section 6.04(b5.02(d)(ii) unless shall have expired and, if requested by Parent, the Company shall have delivered made its Representatives available to discuss and negotiate in good faith with Parent’s Representatives any proposed modifications to the terms and conditions of this Agreement during this three-Business Day period following delivery by the Company to Parent of such notice; and (iv) if Parent shall have delivered a prior written notice advising Parent binding proposal capable of being accepted by the Company to amend the terms of this Agreement during such three-Business Day period, the Company Board shall have determined in good faith, after consultation with outside legal counsel, that it intends failure to take such actionaction would reasonably be expected to be inconsistent with its fiduciary duties under Applicable Law. In additionAny material amendment or modification to any Superior Proposal, prior or any change to obtaining the amount or form of consideration in a Superior Proposal, made following delivery of the notice and other materials under Section 5.02(d)(ii) will be deemed to be a new Superior Proposal for purposes of this Section 5.02 and shall require delivery of new notice and other materials under Section 5.02(d)(ii) and a new three-Business Day period under Section 5.02(d)(iii). Notwithstanding the foregoing, the obligation of the Company Stockholder Approvalto deliver a new notice and other materials under Section 5.02(d)(ii) and to provide a new three-Business Day period under Section 5.02(d)(iii) shall apply only twice with respect to a particular Superior Proposal regardless of any subsequent amendment, modification or change to such Superior Proposal, and following the expiration of such final three-Business Day period, the Company shall have no further obligation pursuant to the last sentence of Section 5.02(e) with respect to such Superior Proposal. (e) The Company shall notify Parent promptly (but in any no event within later than twenty-four (24) hours) orally and in writing after the receipt by the Company (or any of its Representatives) of (i) any Acquisition Proposal, any inquiry that would be reasonably expected to lead to an Acquisition Proposal or (ii) of any request for information relating to the Company or any of its Subsidiaries or for access to the business, properties, assets, books or records of the Company or any of its Subsidiaries by any Third Party with respect that to the knowledge of the Company may be considering making, or has made, an actual or potential Acquisition Proposal. The Company , which notice shall also provide be provided in writing and shall identify the identity of the Third Party person making, submitting, inquiring about or expressing interest with respect to such Acquisition Proposal (except to the extent disclosure of such identity would breach a confidentiality obligation in effect prior to the execution of this Agreement) and (A) if it is in writing, a copy of such Acquisition Proposal and any related draft agreements and other written material from such Third Party (which, in each case, may be redacted, if necessary, solely to remove the identity of such Third Party in order to comply with a confidentiality obligation in effect prior to the execution of this Agreement) setting forth the terms and conditions of such Acquisition Proposal and (B) if oral, a summary thereof (including the material terms and conditions of the of, any such Acquisition Proposal, inquiry or request (including any material changes thereto and copies of any written materials received from such Third Party or its Representatives in connection therewith). The Company shall keep Parent reasonably informed on a prompt and timely basis of the status and details of any such Acquisition Proposal and with respect material change to any change to the material terms of any such Acquisition Proposal within twenty-four (24) hours of any such change. The Company shall not, and shall cause its Subsidiaries not to, enter into any contract, arrangement, or commitment with any Third Party subsequent to the date of this Agreement, and neither the Company nor any of its Subsidiaries is or shall become party to any contract, arrangement, or commitment, in each case, that prohibits the Company from providing such information to Parent. (e) Notwithstanding anything contained in this Agreement to the contrary, prior to obtaining the Company Stockholder Approval, the Board of Directors of the Company may (i) (x) effect an Adverse Recommendation Change in respect of an Acquisition Proposal, inquiry or (y) enter into an agreement providing request for a transaction that constitutes a Superior Proposal, if (A) the Company shall have received an Acquisition Proposal that was not the result of a breach of Section 6.04(a) that the Board of Directors of the Company determines, after consultation with its outside legal counsel and financial advisors, constitutes a Superior Proposal and the Company shall have otherwise complied in all material respects with the provisions of Section 6.04, (B) the Board of Directors of the Company determines in good faith, after consultation with outside legal counsel, that the failure to take action with respect to such Superior Proposal would likely be inconsistent with its fiduciary duties under Applicable Law, (C) the Company has previously notified Parent in writing that it intends to take such action (a “Section 6.04 Notice”), (D) the Company shall have made its Representatives available to discuss in good faith with Parent’s Representatives any proposed modifications to the terms and conditions of this Agreement during the three (3) Business Day period following delivery by the Company to Parent of the Section 6.04 Notice delivered to Parent, (E) if Parent shall have delivered to the Company a written, binding and irrevocable offer capable of being accepted by the Company to alter the terms or conditions of this Agreement during such three (3) Business Day period, the Board of Directors of the Company shall have determined in good faith (after consultation with its outside legal counsel and financial advisors), after considering the terms of such offer by Parent, that the Superior Proposal giving rise to such Section 6.04 Notice continues to be a Superior Proposal, and (F) in the case of clause (y) above, the Company terminates this Agreement in accordance with Section 10.01 (d)(i), or (ii) effect an Adverse Recommendation Change other than in respect of an Acquisition Proposal if (A) the Board of Directors of the Company determines in good faith, after consultation with outside legal counsel, that the failure to effect such Adverse Recommendation Change would likely be inconsistent with its fiduciary duties under Applicable Law, (B) the Company has previously delivered to Parent a Section 6.04 Notice that it intends to take such action, (C) the Company shall have made its Representatives available to discuss in good faith with Parent’s Representatives any proposed modifications to the terms and conditions of this Agreement during the three (3) Business Day period following delivery by the Company to Parent of the Section 6.04 Notice delivered to Parent, and (D) if Parent shall have delivered to the Company a written, binding and irrevocable offer capable of being accepted by the Company to alter the terms or conditions of this Agreement during such three (3) Business Day period, the Board of Directors of the Company shall have determined in good faith, after consultation with outside legal counsel and after considering the terms of such offer by Parent, that the failure to effect such Adverse Recommendation Change would likely be inconsistent with its fiduciary duties under Applicable Law. If any Superior Proposal that is the subject of clause (i) of this Section 6.04(e) is revised, including any revision to price, then the Company shall deliver to Parent a new Section 6.04 Notice and again comply with the requirements of clause (i) of this Section 6.04(e) with respect to such revised Superior Proposal, on each occasion on which a revised Superior Proposal is submitted, provided that in connection with each new Section 6.04 Notice contemplated by this sentence, each reference to a three (3) Business Day period in the preceding sentence shall be deemed to be a reference to the longer of (x) a forty-eight (48) hour period or (y) a period ending on 11:59 p.m. (New York time) on the Business Day following delivery of the applicable Section 6.04information.

No Solicitation; Other Offers. (a) Subject to Except as provided by the remainder of this Section 6.04, upon execution of this Agreement, the Company shall, and shall cause its Subsidiaries and its and their respective directors, officers, employees, Affiliates, investment bankers, attorneys, accountants and other advisors or representatives (collectively, “Representatives”) to, immediately cease or cause to be terminated any and all activities, discussions or negotiations with any Person with respect to any Acquisition Proposal. The Company shall promptly after from the date of this Agreement instruct each Third Party which has heretofore executed a confidentiality agreement relating to an Acquisition Proposal with or for the benefit of the Company to promptly return or destroy all information, documents, and materials relating to the Acquisition Proposal or to the Company or its businesses, operations or affairs heretofore furnished by the Company or any of its Representatives to such Person or any of its Representatives in accordance with the terms of any confidentiality agreement with such Person. Subject to Section 6.04(b) and Section 6.04(c), from the execution of this Agreement hereof until the Effective Time or, if earlier, the termination of this Agreement in accordance with Article 10, neither the Company nor any of its Subsidiaries nor any of their respective officers or directors shall, and the Company and its Subsidiaries shall not authorize any of its or their other Representatives to, directly or indirectly, (i) solicit, initiate or take any action to knowingly facilitate, facilitate or knowingly encourage any inquiries or assistthe making of any proposal or offer that constitutes, or knowingly induce the makingwould reasonably be expected to lead to, submission or announcement of, an any Acquisition Proposal, including by way of furnishing any non-public information or data concerning the Company or its Subsidiaries or any assets owned (in whole or part) by the Company or its Subsidiaries to any Person in furtherance of an Acquisition Proposal or if it would reasonably be expected to lead to an Acquisition Proposal or (ii) enter into into, continue or otherwise participate in any discussions or negotiations with, furnish any information relating to the Company or any of its Subsidiaries or afford access to the business, properties, assets, books, books or records or other information of the Company or any of its Subsidiaries to, otherwise knowingly cooperate in any way with any Third Party that is seeking with respect to make, or has made, or could reasonably be expected to make, an any potential Acquisition Proposal, (iii) approve, adopt, endorse, or recommend an Acquisition Proposal, (iv) fail to make, withhold, withdraw or amend, qualify or modify, in each case in a manner adverse to Parent, or publicly propose to withhold, withdraw or amend, modify or qualify, in each case in a manner adverse to Parent, the Company Board Recommendation, (v) propose publicly to approve, adopt, endorse or recommend any Acquisition Proposal (any of the foregoing in clause (iii), (iv) or (v), whether taken by the Board of Directors of the Company or any committee thereof being referred to as an “Adverse Recommendation Change”), (vi) enter into any agreement in principle, memorandum of understanding, letter of intent, term sheet, merger agreement, acquisition agreement, joint venture agreement, option agreement or other similar instrument contemplating or otherwise relating to agreement (but excluding an Acceptable Confidentiality Agreement) providing for a transaction that is the subject of an Acquisition ProposalProposal (an “Alternative Acquisition Agreement”), or (viiiv) take grant any action to make the provisions of waiver, amendment or release under any “fair price,” “moratorium,” “control share acquisition,” “business combination” standstill or other similar anti-takeover statute or regulation inapplicable to any transactions contemplated by confidentiality agreement concerning an Acquisition Proposal; provided that no notwithstanding the foregoing and the last sentence of this Section 6.04(a) the Company shall be permitted to waive, amend, release or fail to enforce any provision of any confidentiality, “standstill” or similar obligation of any Person if the Board of Directors of the Company determines in good faith, after consultation with its outside legal counsel, that the failure to take such action expressly permitted by Section 8.08 would be inconsistent with its fiduciary duties under Applicable Law. The Company shall, and shall cause each of its Subsidiaries and its and their respective Representatives to, cease immediately and cause to be terminated any and all activities, discussions or negotiations, if any, existing as of the date of this Agreement with any Third Party and its Representatives with respect to any standstill provision Acquisition Proposal or that would reasonably be expected to lead to an Acquisition Proposal. The Company shall use its commercially reasonable efforts to promptly inform its Representatives of the obligations in any this Section 6.04. The Company also agrees that it will promptly request each Person that has executed a confidentiality agreement prior to which the date hereof in connection with its consideration of acquiring the Company or any of its Subsidiaries is a party to return or destroy (as provided in the terms of such confidentiality agreement) all confidential information furnished to such Person prior to the date hereof by or on behalf of it or any of its Subsidiaries. The Company and its Subsidiaries shall constitute a breach use commercially reasonable efforts to enforce any confidentiality agreements entered into with any Person in connection with any Acquisition Proposal if requested to do so by Parent, subject to the remaining provisions of this Section 6.04. (b) Notwithstanding anything contained in Section 6.04(a) to the contrary, if at following the receipt of an Acquisition Proposal that was made after the date hereof that did not result from a material breach by the Company, any time of its Subsidiaries or its or their respective Representatives of this Section 6.04 and prior to obtaining the Company Stockholder Approval, if (i) the Company or any of its Representatives has received a bona fide written an Acquisition Proposal that the Board of Directors of the Company reasonably believesCompany, after consultation with its outside legal counsel and with its financial advisorsadvisor, constitutes, reasonably believes is or is could reasonably likely to lead to, result in a Superior Proposal, Proposal and (ii) the Board of Directors of the Company determines in good faith, after consultation with outside legal counsel, that the failure to take such action with respect to such Acquisition Proposal would likely be inconsistent with its fiduciary duties under Applicable Law, (iii) such Acquisition Proposal was not the result of a breach of Section 6.04(a) and (iv) the Company provides then, subject to providing written notice to Parent of its decision to take such action and compliance in accordance all material respects with Section 6.04(d) the information required under Section 6.04(d) to be delivered by the Company to Parent, then, so long as the foregoing conditions in the immediately preceding clauses (i)-(iv) remain satisfied6.04(c), the Company, directly or indirectly through its Representatives, may (A) engage in negotiations or discussions with such Third Party and its Representatives with respect to the Acquisition ProposalRepresentatives, and (B) furnish to such Third Party or its Representatives non-public information relating to the Company or any of its Subsidiaries pursuant to an Acceptable Confidentiality Agreement; provided that the Company shall concurrently promptly (and in any event within twenty-four (24) hours) provide to Parent any such information relating to the Company that is it provided to any such Person which was not previously provided to or made available to Parent. (c) In additionThe Company shall promptly (and, nothing in any event, within twenty-four (24) hours) notify Parent orally and in writing after the receipt by the Company of any Acquisition Proposal or any request for information or access relating to the Company or any of its Subsidiaries with respect to an Acquisition Proposal indicating, in connection with such notice, the name of such Person (except to the extent disclosure of such identity would breach a confidentiality obligation in effect prior to the execution of this Agreement) 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, which in each case may be redacted, if necessary to remove the identity of any Third Party to comply with any confidentiality obligation in effect prior to the execution of this Agreement) and thereafter, subject to the foregoing confidentiality qualifications, shall (i) keep Parent reasonably informed, on a prompt and timely basis, of the status and terms of any such proposals or offers (including any material amendments thereto) and the status of any such discussions or negotiations, and (ii) provide to Parent as soon as practicable copies of all written proposals or offers (including proposed agreements) sent or provided to the Company or any of its Subsidiaries from any Person (or such Person’s Representative) making an Acquisition Proposal that describes any of the financial or other material terms or conditions of such Acquisition Proposal. (d) Except as set forth in Section 6.04(e) and Section 6.04(g), the Board of Directors of the Company and each committee of the Board of Directors of the Company shall not: (i) withhold, withdraw, qualify or modify (or publicly propose or announce any intention to or resolve to withhold, withdraw, qualify or modify), in a manner adverse to Parent or Merger Subsidiary, the Company Board Recommendation; (ii) other than in the case of an Acquisition Proposal in the form of a tender offer or exchange offer, fail to publicly affirm the Company Board Recommendation upon Parent’s written request within five (5) Business Days after such request after a public announcement of an Acquisition Proposal; (iii) (A) fail to recommend against acceptance of any tender offer or exchange offer that is publicly disclosed (other than by Parent or any of its Subsidiaries) prior to the eleventh (11th) Business Day after the commencement of such tender or exchange offer pursuant to Rule 14d-2 under the 1934 Act or (B) recommend that the stockholders of the Company tender their shares of Company Stock in such tender offer or exchange offer; (iv) fail to include the Company Board Recommendation in the Company Proxy Statement in connection with the Company Stockholder Meeting; or (v) approve, adopt, recommend, or publicly propose to approve, adopt or recommend, any Acquisition Proposal (any action described in Sections 6.04(d)(i) through 6.04(d)(v) being referred to as an “Adverse Recommendation Change”). (e) Notwithstanding anything to the contrary set forth in this Agreement but subject to Section 6.04(f), prior to the time, but not after, the Company Stockholder Approval is obtained, if an Acquisition Proposal has been made after the execution of this Agreement, the Board of Directors of the Company may make an Adverse Recommendation Change in response to such Acquisition Proposal or terminate this Agreement pursuant to Section 10.01 if, and only if, (i) such Acquisition Proposal did not result from a material breach by the Company, any of its Subsidiaries or its or their respective Representatives of this Section 6.04; and (ii) the Board of Directors of the Company determines in good faith after consultation with its outside legal counsel and with its financial advisor that such Acquisition Proposal constitutes a Superior Proposal. (f) Prior to making any Adverse Recommendation Change in connection with an Acquisition Proposal and prior to terminating this Agreement pursuant to Section 10.01 (to the extent permitted under Section 6.04), the Company shall deliver to Parent a written notice (a “Superior Proposal Notice”) stating that the Board of Directors of the Company intends to take such action pursuant to Section 6.04 and, if applicable, intends to cause the Company to enter into an Alternative Acquisition Agreement, a copy of the proposed form of which shall be delivered with such notice, together with copies of any documents setting forth the Acquisition Proposal (which notice or intent shall not be an Adverse Recommendation Change or a violation of Section 6.04(d) or any other provision of this Section 6.04). During the three (3) Business Day period commencing on the first Business Day following the date of Parent’s receipt of such Superior Proposal Notice (the “Negotiation Period”), the Company shall make its Representatives reasonably available for the purpose of engaging in negotiations with Parent (to the extent Parent desires to negotiate) regarding a possible amendment of this Agreement so that the Acquisition Proposal that is the subject of the Superior Proposal Notice ceases to be a Superior Proposal. Any written proposal made by Parent to amend this Agreement during the Negotiation Period shall be considered by the Board of Directors of the Company in good faith. Each time the financial or other material terms of such Acquisition Proposal are changed, the Company shall be required to deliver to Parent a new Superior Proposal Notice (including as attachments thereto a copy of the new Alternative Acquisition Agreement relating to such amended Acquisition Proposal and copies of any related documents), and the Negotiation Period shall be extended by an additional three (3) Business Days from the date of Parent’s receipt of such new Superior Proposal Notice. (g) Notwithstanding anything to the contrary set forth in this Agreement, prior to the time, but not after, the Company Stockholder Approval is obtained, the Board of Directors of the Company may make an Adverse Recommendation Change in response to an Intervening Event if, and only if, the Board of Directors of the Company determines in good faith after consultation with its outside legal counsel and with its financial advisor that a failure to make an Adverse Recommendation Change in response to such Intervening Event would be reasonably likely to be inconsistent with its fiduciary duties under Applicable Law; provided, however, that the Company shall deliver to Parent a written notice (the “Intervening Event Notice”) advising Parent of all available material information with respect to such Intervening Event and stating that the Board of Directors of the Company intends to take such action pursuant to this Section 6.04(g) (which notice or intent shall not be an Adverse Recommendation Change or a violation of Section 6.04(d) or any other provision of this Section 6.04). During the three (3) Business Day period commencing on the date of Parent’s receipt of the Intervening Event Notice (the “Intervening Negotiation Period”), the Company shall make its Representatives reasonably available for the purpose of engaging in negotiations with Parent (to the extent Parent desires to negotiate) regarding a possible amendment of this Agreement in order to enable the Board of Directors of the Company to proceed with the Company Board Recommendation. Any written proposal made by Parent to amend this Agreement during the Intervening Negotiation Period shall be considered by the Board of Directors of the Company in good faith. (h) Notwithstanding anything to the contrary set forth this Agreement, unless this Agreement is terminated pursuant to, and in accordance with, Section 10.01, (i) the obligation of the Company to establish a record date for, duly call, give notice of, and, subject to Section 6.02, convene and hold the Company Stockholder Meeting and to hold a vote of the Company’s stockholders on the adoption of this Agreement and the Merger at the Company Stockholder Meeting pursuant to Section 6.02 shall not be limited or otherwise affected by the commencement, disclosure, announcement or submission to it of any Acquisition Proposal (whether or not a Superior Proposal) or by an Adverse Recommendation Change, and (ii) in any case in which the Company makes an Adverse Recommendation Change pursuant to this Section 6.04, the Company shall nevertheless submit this Agreement to a vote of its stockholders at the Company Stockholder Meeting for the purpose of the approval of this Agreement. (i) Nothing contained herein in this Agreement shall prevent the Company or the Board of Directors of the Company from (i) taking and disclosing to its stockholders a position contemplated by Rule 14d-9 and Rule 14e-2(a) promulgated under the 1934 Act, Act (iior any similar communication to its stockholders in connection with the making or amendment of a tender offer or exchange offer) or from making any legally required disclosure to the Company’s its stockholders with regard to the transactions contemplated by this Agreement or an Acquisition Proposal (provided that neither which the Company nor its Board of Directors of the Company (after consultation with outside counsel) determines in its good faith judgment that failure to make such disclosure would reasonably be expected to violate U.S. federal or state securities Law or other Applicable Law or its fiduciary obligations under Applicable Law; provided that the Board of Directors of the Company may recommend not effect an Adverse Recommendation Change unless permitted to do so by this Section 6.04; provided, further, that notwithstanding anything herein to the contrary, any Acquisition Proposal unless expressly permitted by Section 6.04(e))“stop, look and listen” disclosure in and of itself shall not be considered an Adverse Recommendation Change or (iiiii) contacting and engaging in discussions with any person Person or group and their respective Representatives who has made an Acquisition Proposal that was not the result of a breach of this Section 6.04 solely for the purpose of clarifying such Acquisition Proposal and the terms thereof or (iv) issuing a “stop, look and listen” disclosure or similar communication of the type contemplated by Rule 14d-9(f) under the 1934 Act; provided, however, that any disclosure of a position contemplated by Rule 14e-2(a) under the 1934 Act other than (A) a “stop, look and listen” communication limited solely to the type contemplated by Rule 14d-9(f) under the 1934 Act, (B) any express rejection of any applicable Acquisition Proposal or (C) any express reaffirmation of the Company Board Recommendation, shall be deemed to be an Adverse Recommendation Change. No change, withdrawal or modification of the Company Board Recommendation shall change the approval of the Board of Directors of the Company for purposes of causing any law (including Section 203 of Delaware Law) to be inapplicable to the Merger and the other transactions contemplated by this Agreementthereof. (d) The Board of Directors of the Company shall not take any of the actions referred to in Section 6.04(b) unless the Company shall have delivered to Parent a prior written notice advising Parent that it intends to take such action. In addition, prior to obtaining the Company Stockholder Approval, the Company shall notify Parent promptly (but in any event within twenty-four (24) hours) orally and in writing after the receipt by the Company (or any of its Representatives) of (i) any Acquisition Proposal, or (ii) any request for information relating to the Company or any of its Subsidiaries or for access to the business, properties, assets, books or records of the Company or any of its Subsidiaries by any Third Party with respect to an actual or potential Acquisition Proposal. The Company shall also provide the identity of the Third Party making, submitting, inquiring about or expressing interest with respect to such Acquisition Proposal (except to the extent disclosure of such identity would breach a confidentiality obligation in effect prior to the execution of this Agreement) and (A) if it is in writing, a copy of such Acquisition Proposal and any related draft agreements and other written material from such Third Party (which, in each case, may be redacted, if necessary, solely to remove the identity of such Third Party in order to comply with a confidentiality obligation in effect prior to the execution of this Agreement) setting forth the terms and conditions of such Acquisition Proposal and (B) if oral, a summary thereof (including the material terms and conditions of the Acquisition Proposal). The Company shall keep Parent reasonably informed on a prompt and timely basis of the status and details of any such Acquisition Proposal and with respect to any change to the material terms of any such Acquisition Proposal within twenty-four (24) hours of any such change. The Company shall not, and shall cause its Subsidiaries not to, enter into any contract, arrangement, or commitment with any Third Party subsequent to the date of this Agreement, and neither the Company nor any of its Subsidiaries is or shall become party to any contract, arrangement, or commitment, in each case, that prohibits the Company from providing such information to Parent. (e) Notwithstanding anything contained in this Agreement to the contrary, prior to obtaining the Company Stockholder Approval, the Board of Directors of the Company may (i) (x) effect an Adverse Recommendation Change in respect of an Acquisition Proposal, or (y) enter into an agreement providing for a transaction that constitutes a Superior Proposal, if (A) the Company shall have received an Acquisition Proposal that was not the result of a breach of Section 6.04(a) that the Board of Directors of the Company determines, after consultation with its outside legal counsel and financial advisors, constitutes a Superior Proposal and the Company shall have otherwise complied in all material respects with the provisions of Section 6.04, (B) the Board of Directors of the Company determines in good faith, after consultation with outside legal counsel, that the failure to take action with respect to such Superior Proposal would likely be inconsistent with its fiduciary duties under Applicable Law, (C) the Company has previously notified Parent in writing that it intends to take such action (a “Section 6.04 Notice”), (D) the Company shall have made its Representatives available to discuss in good faith with Parent’s Representatives any proposed modifications to the terms and conditions of this Agreement during the three (3) Business Day period following delivery by the Company to Parent of the Section 6.04 Notice delivered to Parent, (E) if Parent shall have delivered to the Company a written, binding and irrevocable offer capable of being accepted by the Company to alter the terms or conditions of this Agreement during such three (3) Business Day period, the Board of Directors of the Company shall have determined in good faith (after consultation with its outside legal counsel and financial advisors), after considering the terms of such offer by Parent, that the Superior Proposal giving rise to such Section 6.04 Notice continues to be a Superior Proposal, and (F) in the case of clause (y) above, the Company terminates this Agreement in accordance with Section 10.01 (d)(i), or (ii) effect an Adverse Recommendation Change other than in respect of an Acquisition Proposal if (A) the Board of Directors of the Company determines in good faith, after consultation with outside legal counsel, that the failure to effect such Adverse Recommendation Change would likely be inconsistent with its fiduciary duties under Applicable Law, (B) the Company has previously delivered to Parent a Section 6.04 Notice that it intends to take such action, (C) the Company shall have made its Representatives available to discuss in good faith with Parent’s Representatives any proposed modifications to the terms and conditions of this Agreement during the three (3) Business Day period following delivery by the Company to Parent of the Section 6.04 Notice delivered to Parent, and (D) if Parent shall have delivered to the Company a written, binding and irrevocable offer capable of being accepted by the Company to alter the terms or conditions of this Agreement during such three (3) Business Day period, the Board of Directors of the Company shall have determined in good faith, after consultation with outside legal counsel and after considering the terms of such offer by Parent, that the failure to effect such Adverse Recommendation Change would likely be inconsistent with its fiduciary duties under Applicable Law. If any Superior Proposal that is the subject of clause (i) of this Section 6.04(e) is revised, including any revision to price, then the Company shall deliver to Parent a new Section 6.04 Notice and again comply with the requirements of clause (i) of this Section 6.04(e) with respect to such revised Superior Proposal, on each occasion on which a revised Superior Proposal is submitted, provided that in connection with each new Section 6.04 Notice contemplated by this sentence, each reference to a three (3) Business Day period in the preceding sentence shall be deemed to be a reference to the longer of (x) a forty-eight (48) hour period or (y) a period ending on 11:59 p.m. (New York time) on the Business Day following delivery of the applicable Section 6.04

No Solicitation; Other Offers. (a) Subject to the remainder of this Section 6.04, upon execution of this Agreement, the Company shall, and shall cause its Subsidiaries and its and their respective directors, officers, employees, Affiliates, investment bankers, attorneys, accountants and other advisors or representatives (collectively, “Representatives”) to, immediately cease or cause to be terminated any and all activities, discussions or negotiations with any Person with respect to any Acquisition Proposal. The Company shall promptly after the date of this Agreement instruct each Third Party which has heretofore executed a confidentiality agreement relating to an Acquisition Proposal with or for the benefit of the Company to promptly return or destroy all information, documents, and materials relating to the Acquisition Proposal or to the Company or its businesses, operations or affairs heretofore furnished by the Company or any of its Representatives to such Person or any of its Representatives in accordance with the terms of any confidentiality agreement with such Person. Subject to Section 6.04(b) and Section 6.04(c), from the execution of this Agreement until the Effective Time or, if earlier, the termination of this Agreement in accordance with Article 10, neither Neither the Company nor any of its Subsidiaries shall, and nor shall the Company and or any of its Subsidiaries shall not authorize or permit any of its or their Representatives officers, directors, employees, investment bankers, attorneys, accountants, consultants or other agents or advisors to, directly or indirectly, (i) solicit, initiate or take any action to knowingly facilitate, encourage or assist, or knowingly induce facilitate the making, submission or announcement of, an of any Acquisition Proposal, (ii) enter into or participate engage in any discussions or negotiations with, furnish any nonpublic information relating to the Company or any of its Subsidiaries or afford access to the business, properties, assets, books, books or records or other information of the Company or any of its Subsidiaries to, otherwise knowingly cooperate in any way with with, or knowingly assist, participate in, facilitate or encourage any effort by any Third Party that is seeking to make, or has made, or could reasonably be expected to make, an Acquisition Proposal, (iii) approve, adopt, endorse, grant any waiver or recommend an Acquisition Proposal, (iv) fail to make, withhold, withdraw release under any standstill or amend, qualify or modify, in each case in a manner adverse to Parent, or publicly propose to withhold, withdraw or amend, modify or qualify, in each case in a manner adverse to Parent, the Company Board Recommendation, (v) propose publicly to approve, adopt, endorse or recommend any Acquisition Proposal (any of the foregoing in clause (iii), (iv) or (v), whether taken by the Board of Directors of the Company or any committee thereof being referred to as an “Adverse Recommendation Change”), (vi) enter into any similar agreement in principle, letter of intent, term sheet, merger agreement, acquisition agreement, option agreement or other similar instrument contemplating or otherwise relating to an Acquisition Proposal, or (vii) take any action to make the provisions of any “fair price,” “moratorium,” “control share acquisition,” “business combination” or other similar anti-takeover statute or regulation inapplicable to any transactions contemplated by an Acquisition Proposal; provided that no action expressly permitted by Section 8.08 with respect to any standstill provision in any agreement to which class of equity securities of the Company or any of its Subsidiaries is or (iv) enter into any agreement with respect to an Acquisition Proposal (other than a party shall constitute confidentiality agreement in compliance with Section 6.03(b)(ii) or a breach letter of this intent or any agreement or contract accepting any Superior Proposal in accordance with Section 6.0410.01(d)). (b) Notwithstanding anything contained in Section 6.04(a) to the contraryforegoing, if at any time prior to obtaining the Company Stockholder ApprovalBoard of Directors of the Company, directly or indirectly through advisors, agents or other intermediaries, may (i) subject to the Company Company's compliance with Sections 6.03(a) and 6.03(c), engage in negotiations or discussions with any of its Representatives has received Third Party that submits a bona fide fide, unsolicited written Acquisition Proposal that the Board of Directors of the Company reasonably believes, after consultation with its outside legal counsel and financial advisors, constitutes, or is reasonably likely believes will lead to lead to, a Superior Proposal, (ii) furnish to that Third Party nonpublic information relating to the Company or any of its Subsidiaries pursuant to a confidentiality agreement with terms no less favorable to the Company than those contained in the Confidentiality Agreement dated as of March 3, 2004 between the Company and Parent (the "CONFIDENTIALITY AGREEMENT") (a copy of which shall be provided to Parent), (iii) following receipt of any such Acquisition Proposal, fail to make, withdraw, or modify in a manner adverse to Parent its recommendation to its stockholders referred to in Section 6.02 of this Agreement or fail to call the Company Stockholder Meeting in accordance with Section 6.02 of this Agreement and/or (iv) take any non-appealable, final action that any court of competent jurisdiction orders the Company to take, but in each case referred to in the foregoing clauses (i) through (iv) only if the Board of Directors of the Company determines in good faith, after consultation with its outside legal counsel, that the failure such action is likely to take action be required in order for its directors to comply with respect to such Acquisition Proposal would likely be inconsistent with its their fiduciary duties under Applicable Law, (iii) such Acquisition Proposal was not the result of a breach of Section 6.04(a) and (iv) the Company provides to Parent applicable law. Nothing contained in accordance with Section 6.04(d) the information required under Section 6.04(d) to be delivered by the Company to Parent, then, so long as the foregoing conditions in the immediately preceding clauses (i)-(iv) remain satisfied, the Company, directly or indirectly through its Representatives, may (A) engage in negotiations or discussions with such Third Party and its Representatives with respect to the Acquisition Proposal, and (B) furnish to such Third Party or its Representatives non-public information relating to the Company or any of its Subsidiaries pursuant to an Acceptable Confidentiality Agreement; provided that the Company shall concurrently provide to Parent any such information that is provided to any such Person which was not previously provided to or made available to Parent. (c) In addition, nothing contained herein this Agreement shall prevent the Company or the Board of Directors of the Company from (i) taking and disclosing to its stockholders a position contemplated by Rule 14d-9 and Rule 14e-2(a) promulgated under the 1934 Act, (ii) making any legally required disclosure to the Company’s stockholders complying with regard to the transactions contemplated by this Agreement or an Acquisition Proposal (provided that neither the Company nor its Board of Directors may recommend any Acquisition Proposal unless expressly permitted by Section 6.04(e)), (iii) contacting and engaging in discussions with any person or group and their respective Representatives who has made an Acquisition Proposal that was not the result of a breach of this Section 6.04 solely for the purpose of clarifying such Acquisition Proposal and the terms thereof or (iv) issuing a “stop, look and listen” disclosure or similar communication of the type contemplated by Rule 14d-9(f) under the 1934 Act; provided, however, that any disclosure of a position contemplated by Rule 14e-2(a) under the 1934 Act other than (A) a “stop, look and listen” communication limited solely with regard to the type contemplated by Rule 14d-9(f) under the 1934 Act, (B) any express rejection of any applicable an Acquisition Proposal or (C) any express reaffirmation of the Company Board Recommendation, shall be deemed to be an Adverse Recommendation Change. No change, withdrawal or modification of the Company Board Recommendation shall change the approval of the Board of Directors of the Company for purposes of causing any law (including Section 203 of Delaware Law) to be inapplicable to the Merger and the other transactions contemplated by this AgreementProposal. (dc) The Board of Directors of the Company shall not take any of the actions referred to in Section 6.04(bSections 6.03(b)(i) through (b)(iv) unless the Company shall have delivered to Parent Parent, no later than substantially contemporaneously with the taking of that action, a prior written notice advising Parent that it is taking (or intends to take such take) that action, and the Company shall continue to keep Parent reasonably current with any developments after taking that action. In addition, prior to obtaining the Company Stockholder Approval, the Company shall notify Parent promptly (but in any no event within twenty-four (24) later than 24 hours) orally and in writing after the receipt by the Company (or any of its Representativesadvisors) of (i) any Acquisition Proposal, Proposal or (ii) of any request for information relating to the Company or any of its Subsidiaries or for access to the business, properties, assets, books or records of the Company or any of its Subsidiaries (other than such components of such businesses, properties or assets that are generally accessible to the public) by any Third Party with respect to that has made, an actual or potential Acquisition Proposal. The Company shall also provide the identity of that notice orally and in writing and shall identify the Third Party making, submitting, inquiring about or expressing interest with respect to such Acquisition Proposal (except to the extent disclosure of such identity would breach a confidentiality obligation in effect prior to the execution of this Agreement) and (A) if it is in writing, a copy of such Acquisition Proposal and any related draft agreements and other written material from such Third Party (which, in each case, may be redacted, if necessary, solely to remove the identity of such Third Party in order to comply with a confidentiality obligation in effect prior to the execution of this Agreement) setting forth the terms and conditions of such Acquisition Proposal and (B) if oral, a summary thereof (including the material terms and conditions of the of, any such Acquisition Proposal), indication or request. The Company shall keep Parent reasonably informed in all material respects, on a prompt and timely basis basis, of the status and material details of any such Acquisition Proposal and with respect to any change to the material terms of any such Acquisition Proposal within twenty-four (24) hours of any such changeProposal, indication or request. The Company shall notshall, and shall cause its Subsidiaries not and the advisors, employees and other agents of the Company and its Subsidiaries to, enter into cease immediately and cause to be terminated any contractand all existing activities, arrangementdiscussions or negotiations, or commitment if any, with any Third Party subsequent conducted prior to the date of this Agreement, Agreement with respect to any Acquisition Proposal and neither shall use all commercially reasonable efforts to cause any such party (or its agents or advisors) in possession of confidential information about the Company nor any of its Subsidiaries is that was furnished by or shall become party to any contract, arrangement, or commitment, in each case, that prohibits the Company from providing such information to Parent. (e) Notwithstanding anything contained in this Agreement to the contrary, prior to obtaining the Company Stockholder Approval, the Board of Directors on behalf of the Company may (i) (x) effect an Adverse Recommendation Change in respect to return or destroy all of an Acquisition Proposal, or (y) enter into an agreement providing for a transaction that constitutes a Superior Proposal, if (A) the Company shall have received an Acquisition Proposal that was not the result of a breach of Section 6.04(a) that the Board of Directors of the Company determines, after consultation with its outside legal counsel and financial advisors, constitutes a Superior Proposal and the Company shall have otherwise complied in all material respects with the provisions of Section 6.04, (B) the Board of Directors of the Company determines in good faith, after consultation with outside legal counsel, that the failure to take action with respect to such Superior Proposal would likely be inconsistent with its fiduciary duties under Applicable Law, (C) the Company has previously notified Parent in writing that it intends to take such action (a “Section 6.04 Notice”), (D) the Company shall have made its Representatives available to discuss in good faith with Parent’s Representatives any proposed modifications to the terms and conditions of this Agreement during the three (3) Business Day period following delivery by the Company to Parent of the Section 6.04 Notice delivered to Parent, (E) if Parent shall have delivered to the Company a written, binding and irrevocable offer capable of being accepted by the Company to alter the terms or conditions of this Agreement during such three (3) Business Day period, the Board of Directors of the Company shall have determined in good faith (after consultation with its outside legal counsel and financial advisors), after considering the terms of such offer by Parent, that the Superior Proposal giving rise to such Section 6.04 Notice continues to be a Superior Proposal, and (F) in the case of clause (y) above, the Company terminates this Agreement in accordance with Section 10.01 (d)(i), or (ii) effect an Adverse Recommendation Change other than in respect of an Acquisition Proposal if (A) the Board of Directors of the Company determines in good faith, after consultation with outside legal counsel, that the failure to effect such Adverse Recommendation Change would likely be inconsistent with its fiduciary duties under Applicable Law, (B) the Company has previously delivered to Parent a Section 6.04 Notice that it intends to take such action, (C) the Company shall have made its Representatives available to discuss in good faith with Parent’s Representatives any proposed modifications to the terms and conditions of this Agreement during the three (3) Business Day period following delivery by the Company to Parent of the Section 6.04 Notice delivered to Parent, and (D) if Parent shall have delivered to the Company a written, binding and irrevocable offer capable of being accepted by the Company to alter the terms or conditions of this Agreement during such three (3) Business Day period, the Board of Directors of the Company shall have determined in good faith, after consultation with outside legal counsel and after considering the terms of such offer by Parent, that the failure to effect such Adverse Recommendation Change would likely be inconsistent with its fiduciary duties under Applicable Law. If any Superior Proposal that is the subject of clause (i) of this Section 6.04(e) is revised, including any revision to price, then the Company shall deliver to Parent a new Section 6.04 Notice and again comply with the requirements of clause (i) of this Section 6.04(e) with respect to such revised Superior Proposal, on each occasion on which a revised Superior Proposal is submitted, provided that in connection with each new Section 6.04 Notice contemplated by this sentence, each reference to a three (3) Business Day period in the preceding sentence shall be deemed to be a reference to the longer of (x) a forty-eight (48) hour period or (y) a period ending on 11:59 p.m. (New York time) on the Business Day following delivery of the applicable Section 6.04information.

No Solicitation; Other Offers. (a) Subject to the remainder of this Section 6.04, upon execution of this Agreement, the Company shall, and shall cause its Subsidiaries and its and their respective directors, officers, employees, Affiliates, investment bankers, attorneys, accountants and other advisors or representatives (collectively, “Representatives”) to, immediately cease or cause to be terminated any and all activities, discussions or negotiations with any Person with respect to any Acquisition Proposal. The Company shall promptly after the date of this Agreement instruct each Third Party which has heretofore executed a confidentiality agreement relating to an Acquisition Proposal with or for the benefit of the Company to promptly return or destroy all information, documents, and materials relating to the Acquisition Proposal or to the Company or its businesses, operations or affairs heretofore furnished by the Company or any of its Representatives to such Person or any of its Representatives in accordance with the terms of any confidentiality agreement with such Person. Subject to Section 6.04(b) and Section 6.04(c), from the execution of this Agreement until the Effective Time or, if earlier, the termination of this Agreement in accordance with Article 10, neither Neither the Company nor any of its Subsidiaries shall, and nor shall the Company and or any of its Subsidiaries shall not authorize or permit any of its or their Representatives to, and the Company shall instruct, and cause each applicable Subsidiary and Affiliate, if any, to instruct, each such Representative not to, directly or indirectly, (i) solicit, initiate or knowingly take any action to knowingly facilitate, facilitate or encourage the submission of any Acquisition Proposal or assist, any inquiries or knowingly induce the making, submission or announcement of, an making of any proposal that would reasonably be expected to lead to any Acquisition Proposal, or, subject to Section 7.03(b), (iii) enter into conduct or participate engage in any discussions or negotiations with, furnish disclose any non-public information relating to the Company or any of its Subsidiaries or to, afford access to the business, properties, assets, books, books or records or other information of the Company or any of its Subsidiaries to, or otherwise knowingly cooperate in any way with with, or knowingly assist, participate in, facilitate or encourage any effort by, any Third Party that is seeking to make, or has made, or could reasonably be expected to make, an any Acquisition Proposal, (iiiii) approve, adopt, endorse, (A) amend or recommend an Acquisition Proposal, (iv) fail grant any waiver or release under any standstill or similar agreement with respect to make, withhold, withdraw or amend, qualify or modify, in each case in a manner adverse to Parent, or publicly propose to withhold, withdraw or amend, modify or qualify, in each case in a manner adverse to Parent, the Company Board Recommendation, (v) propose publicly to approve, adopt, endorse or recommend any Acquisition Proposal (any class of the foregoing in clause (iii), (iv) or (v), whether taken by the Board of Directors equity securities of the Company or any committee thereof being referred to as of its Subsidiaries, (B) approve any transaction under, or any Third Party becoming an “Adverse Recommendation Change”)interested stockholder” under, Section 203 of Delaware Law, or (viC) 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 (iii) enter into any agreement in principle, letter of intent, term sheet, acquisition agreement, merger agreement, acquisition option agreement, option joint venture agreement, partnership agreement or other similar instrument contemplating or otherwise Contract relating to any Acquisition Proposal. Subject to Section 7.03(b), neither the Company Board nor any committee thereof shall fail to make, withdraw or modify in a manner adverse to Parent or Merger Subsidiary the Board Recommendation, or recommend an Acquisition Proposal, fail to recommend against acceptance of any tender offer or (vii) exchange offer for the Company Shares within 10 Business Days after the commencement of such offer, or take any action or make any public statement inconsistent with the Board Recommendation, or resolve or agree to make take any of the provisions foregoing actions (any of the foregoing, an “Adverse Recommendation Change”). The Company shall, and shall cause its Subsidiaries and its and their respective Representatives to, cease immediately and cause to be terminated any “fair price,” “moratorium,” “control share acquisition,” “business combination” and all existing activities, discussions or other similar anti-takeover statute or regulation inapplicable negotiations, if any, with any Third Party conducted prior to any transactions contemplated by an Acquisition Proposal; provided that no action expressly permitted by Section 8.08 the date hereof with respect to any standstill provision Acquisition Proposal and shall use its reasonable best efforts to cause any such Third Party (or its agents or advisors) in any agreement to which possession of non-public information in respect of the Company or any of its Subsidiaries is a party shall constitute a breach that was furnished by or on behalf of this Section 6.04the Company and its Subsidiaries at any time after September 30, 2006, to return or destroy (and confirm destruction of) all such information. (b) Notwithstanding anything contained in Section 6.04(a) the foregoing, prior to the contrary, if at any time prior to obtaining acceptance for payment of Company Shares under the Company Stockholder Approval, Offer (in the case of clauses (i) through (iii) below), the Company Board, directly or indirectly through any of its Representatives Representative, may (i) engage in negotiations or discussions with any Third Party that, subject to the Company’s compliance with this Section 7.03, has received made (and not withdrawn) a bona fide written Acquisition Proposal in writing that the Company Board of Directors of the Company reasonably believes, after consultation with considering the advice of its outside legal counsel and of a financial advisorsadvisor of nationally recognized reputation, constitutes, constitutes a Superior Proposal or is would reasonably likely be expected to lead to, to a Superior Proposal, (ii) the Board of Directors of the Company determines in good faith, after consultation with outside legal counsel, that the failure to take action with respect to such Acquisition Proposal would likely be inconsistent with its fiduciary duties under Applicable Law, (iii) such Acquisition Proposal was not the result of a breach of Section 6.04(a) and (iv) the Company provides to Parent in accordance with Section 6.04(d) the information required under Section 6.04(d) to be delivered by the Company to Parent, then, so long as the foregoing conditions in the immediately preceding clauses (i)-(iv) remain satisfied, the Company, directly or indirectly through its Representatives, may (A) engage in negotiations or discussions with such Third Party and its Representatives with respect to the Acquisition Proposal, and (B) thereafter furnish to such Third Party or its Representatives non-public information relating to the Company or any of its Subsidiaries pursuant to an Acceptable executed confidentiality agreement with terms not materially less favorable to the Company than those contained in the Confidential Disclosure Agreement dated as of January 2, 2007 between the Company and Parent (the “Confidentiality Agreement; provided ”) and containing additional provisions that expressly permit the Company to comply with the terms of this Section 7.03 (a copy of which confidentiality agreement shall concurrently provide to Parent any such information that is be promptly (in all events within 24 hours) provided to any such Person which was not previously provided to or made available for informational purposes only to Parent. ), (ciii) In additionfollowing receipt of and on account of such Superior Proposal, nothing make an Adverse Recommendation Change and/or (iv) take any non-appealable, final action that any court of competent jurisdiction orders the Company to take, but in each case referred to in the foregoing clauses (i) through (iii), only if the Company Board determines in good faith by a majority vote, after considering the advice of outside legal counsel to the Company, that it is necessary or appropriate to take such action to comply with its fiduciary duties under Applicable Law. Nothing contained herein shall prevent the Company or the Board of Directors of the Company from (i) taking and disclosing to its stockholders a position contemplated by complying with Rule 14d-9 and Rule 14e-2(a) promulgated under the 1934 Act, (iior Item 1012(a) making any legally required disclosure to the Company’s stockholders with regard to the transactions contemplated by this Agreement or an Acquisition Proposal (provided that neither the Company nor its Board of Directors may recommend any Acquisition Proposal unless expressly permitted by Section 6.04(e)), (iii) contacting and engaging in discussions with any person or group and their respective Representatives who has made an Acquisition Proposal that was not the result of a breach of this Section 6.04 solely for the purpose of clarifying such Acquisition Proposal and the terms thereof or (iv) issuing a “stop, look and listen” disclosure or similar communication of the type contemplated by Rule 14d-9(f) under the 1934 Act; provided, however, that any disclosure of a position contemplated by Rule 14e-2(a) Regulation M-A under the 1934 Act other than (A) a “stop, look and listen” communication limited solely with regard to the type contemplated by Rule 14d-9(f) under the 1934 Act, (B) any express rejection of any applicable an Acquisition Proposal or (C) any express reaffirmation of the Company Board Recommendation, Proposal; provided that nothing in this sentence shall be deemed to be an Adverse Recommendation Change. No change, withdrawal or modification excuse any failure otherwise to comply with the requirements of the Company Board Recommendation shall change the approval of the Board of Directors of the Company for purposes of causing any law (including this Section 203 of Delaware Law7.03(b) to be inapplicable to the Merger and the other transactions contemplated by this Agreement. (dc) The Company Board of Directors of the Company shall not take any of the actions referred to in Section 6.04(bclauses (i) through (iv) of the preceding subsection unless the Company shall have delivered to Parent a prior written notice advising Parent that it intends to take such action. In addition, prior to obtaining the Company Stockholder Approval, the The Company shall notify Parent promptly (but in any no event within twenty-four (24) later than 24 hours) orally and in writing after the receipt by the Company or any of its Subsidiaries (or any of its their respective Representatives) of (i) any Acquisition Proposal or any inquiry that would reasonably be expected to lead to an Acquisition Proposal, or (ii) any request for non-public information relating to the Company or any of its Subsidiaries or for access to the business, properties, assets, books or records of the Company or any of its Subsidiaries by any Third Party with respect that, to the knowledge of the Company, is seeking to make, or has made after the date hereof, an actual or potential Acquisition Proposal. The Company shall also provide the identity of such notice orally and in writing and shall identify the Third Party making, submitting, inquiring about or expressing interest with respect to such Acquisition Proposal (except to the extent disclosure of such identity would breach a confidentiality obligation in effect prior to the execution of this Agreement) and (A) if it is in writing, a copy of such Acquisition Proposal and any related draft agreements and other written material from such Third Party (which, in each case, may be redacted, if necessary, solely to remove the identity of such Third Party in order to comply with a confidentiality obligation in effect prior to the execution of this Agreement) setting forth the terms and conditions of such Acquisition Proposal and (B) if oral, a summary thereof (including the material terms and conditions of the of, any such Acquisition Proposal), indication or request. The Company shall keep Parent reasonably informed on a prompt and timely basis informed, as promptly as practicable, of the status and details of any such Acquisition Proposal and with respect to any change to the material terms of any such Acquisition Proposal within twenty-four (24) hours of any such changeProposal. The Company shall notprovide Parent with at least 48 hours prior notice of any meeting of the Company Board (or such lesser notice as is provided to the members of the Company Board) at which the Company Board is reasonably expected to consider any Acquisition Proposal. The Company shall promptly provide Parent with any non-public information concerning the Company’s business, and shall cause its Subsidiaries not topresent or future performance, enter into any contractfinancial condition or results of operations, arrangement, or commitment with provided to any Third Party subsequent to the date of this Agreement, and neither the Company nor any of its Subsidiaries is or shall become party to any contract, arrangement, or commitment, in each case, that prohibits the Company from providing such information was not previously provided to Parent. (e) Notwithstanding anything contained in this Agreement to the contrary, prior to obtaining the Company Stockholder Approval, the Board of Directors of the Company may (i) (x) effect an Adverse Recommendation Change in respect of an Acquisition Proposal, or (y) enter into an agreement providing for a transaction that constitutes a Superior Proposal, if (A) the Company shall have received an Acquisition Proposal that was not the result of a breach of Section 6.04(a) that the Board of Directors of the Company determines, after consultation with its outside legal counsel and financial advisors, constitutes a Superior Proposal and the Company shall have otherwise complied in all material respects with the provisions of Section 6.04, (B) the Board of Directors of the Company determines in good faith, after consultation with outside legal counsel, that the failure to take action with respect to such Superior Proposal would likely be inconsistent with its fiduciary duties under Applicable Law, (C) the Company has previously notified Parent in writing that it intends to take such action (a “Section 6.04 Notice”), (D) the Company shall have made its Representatives available to discuss in good faith with Parent’s Representatives any proposed modifications to the terms and conditions of this Agreement during the three (3) Business Day period following delivery by the Company to Parent of the Section 6.04 Notice delivered to Parent, (E) if Parent shall have delivered to the Company a written, binding and irrevocable offer capable of being accepted by the Company to alter the terms or conditions of this Agreement during such three (3) Business Day period, the Board of Directors of the Company shall have determined in good faith (after consultation with its outside legal counsel and financial advisors), after considering the terms of such offer by Parent, that the Superior Proposal giving rise to such Section 6.04 Notice continues to be a Superior Proposal, and (F) in the case of clause (y) above, the Company terminates this Agreement in accordance with Section 10.01 (d)(i), or (ii) effect an Adverse Recommendation Change other than in respect of an Acquisition Proposal if (A) the Board of Directors of the Company determines in good faith, after consultation with outside legal counsel, that the failure to effect such Adverse Recommendation Change would likely be inconsistent with its fiduciary duties under Applicable Law, (B) the Company has previously delivered to Parent a Section 6.04 Notice that it intends to take such action, (C) the Company shall have made its Representatives available to discuss in good faith with Parent’s Representatives any proposed modifications to the terms and conditions of this Agreement during the three (3) Business Day period following delivery by the Company to Parent of the Section 6.04 Notice delivered to Parent, and (D) if Parent shall have delivered to the Company a written, binding and irrevocable offer capable of being accepted by the Company to alter the terms or conditions of this Agreement during such three (3) Business Day period, the Board of Directors of the Company shall have determined in good faith, after consultation with outside legal counsel and after considering the terms of such offer by Parent, that the failure to effect such Adverse Recommendation Change would likely be inconsistent with its fiduciary duties under Applicable Law. If any Superior Proposal that is the subject of clause (i) of this Section 6.04(e) is revised, including any revision to price, then the Company shall deliver to Parent a new Section 6.04 Notice and again comply with the requirements of clause (i) of this Section 6.04(e) with respect to such revised Superior Proposal, on each occasion on which a revised Superior Proposal is submitted, provided that in connection with each new Section 6.04 Notice contemplated by this sentence, each reference to a three (3) Business Day period in the preceding sentence shall be deemed to be a reference to the longer of (x) a forty-eight (48) hour period or (y) a period ending on 11:59 p.m. (New York time) on the Business Day following delivery of the applicable Section 6.04

No Solicitation; Other Offers. (a) Subject to the remainder of this Section 6.04, upon execution of this Agreement, the Company shall, and shall cause its Subsidiaries and its and their respective directors, officers, employees, Affiliates, investment bankers, attorneys, accountants and other advisors or representatives (collectively, “Representatives”) to, immediately cease or cause to be terminated any and all activities, discussions or negotiations with any Person with respect to any Acquisition Proposal. The Company shall promptly after the date of this Agreement instruct each Third Party which has heretofore executed a confidentiality agreement relating to an Acquisition Proposal with or for the benefit of the Company to promptly return or destroy all information, documents, and materials relating to the Acquisition Proposal or to the Company or its businesses, operations or affairs heretofore furnished by the Company or any of its Representatives to such Person or any of its Representatives in accordance with the terms of any confidentiality agreement with such Person. Subject to Section 6.04(b) and Section 6.04(c), from the execution of this Agreement until the Effective Time or, if earlier, the termination of this Agreement in accordance with Article 10, neither Neither the Company nor any of its Subsidiaries shall, and nor shall the Company and or any of its Subsidiaries shall not authorize or permit any of its or their Representatives officers, directors, employees, investment bankers, attorneys, accountants, consultants or other agents or advisors to, directly or indirectly, (i) solicit, initiate or knowingly take any action to knowingly facilitate, facilitate or encourage or assist, or knowingly induce the making, submission or announcement of, an of any Acquisition Proposal, (ii) enter into or participate in any discussions or negotiations with, furnish any information relating to the Company or any of its Subsidiaries or afford access to the business, properties, assets, books, books or records or other information of the Company or any of its Subsidiaries to, otherwise knowingly cooperate in any way with with, or knowingly assist, participate in, facilitate or encourage any effort by any Third Party that is seeking to make, or has made, or could reasonably be expected to make, an Acquisition Proposal, or (iii) approve, adopt, endorse, grant any waiver or recommend an Acquisition Proposal, (iv) fail release under any standstill or similar agreement with respect to make, withhold, withdraw or amend, qualify or modify, in each case in a manner adverse to Parent, or publicly propose to withhold, withdraw or amend, modify or qualify, in each case in a manner adverse to Parent, any class of equity securities of the Company Board Recommendation, (v) propose publicly to approve, adopt, endorse or recommend any Acquisition Proposal (any of its Subsidiaries. (b) Notwithstanding the foregoing in clause (iii)foregoing, (iv) or (v), whether taken by the Board of Directors of the Company Company, directly or any committee thereof being referred to as an “Adverse Recommendation Change”)indirectly through advisors, (vi) enter into any agreement in principle, letter of intent, term sheet, merger agreement, acquisition agreement, option agreement agents or other similar instrument contemplating or otherwise relating intermediaries, may, prior to an Acquisition Proposal, or (vii) take any action to make the provisions of any “fair price,” “moratorium,” “control share acquisition,” “business combination” or other similar anti-takeover statute or regulation inapplicable to any transactions contemplated by an Acquisition Proposal; provided that no action expressly permitted by Section 8.08 with respect to any standstill provision in any agreement to which the Company or any of its Subsidiaries is a party shall constitute a breach approval and adoption of this Section 6.04. (b) Notwithstanding anything contained in Section 6.04(a) to Agreement by the contrary, if at any time prior to obtaining shareholders of the Company Stockholder ApprovalCompany, (i) engage in negotiations or discussions with any Third Party that, subject to the Company or any of its Representatives Company's compliance with Section 7.03(a), has received a bona fide written Acquisition Proposal that the Board of Directors of the Company reasonably believes, after consultation with its outside legal counsel and financial advisors, constitutes, or is reasonably likely to lead to, made a Superior Proposal, (ii) the Board of Directors of the Company determines in good faith, after consultation with outside legal counsel, that the failure to take action with respect to such Acquisition Proposal would likely be inconsistent with its fiduciary duties under Applicable Law, (iii) such Acquisition Proposal was not the result of a breach of Section 6.04(a) and (iv) the Company provides to Parent in accordance with Section 6.04(d) the information required under Section 6.04(d) to be delivered by the Company to Parent, then, so long as the foregoing conditions in the immediately preceding clauses (i)-(iv) remain satisfied, the Company, directly or indirectly through its Representatives, may (A) engage in negotiations or discussions with such Third Party and its Representatives with respect to the Acquisition Proposal, and (B) furnish to such Third Party or its Representatives non-public nonpublic information relating to the Company or any of its Subsidiaries pursuant to an Acceptable Confidentiality Agreement; provided that a confidentiality agreement with terms no less favorable to the Company than those contained in the Confidentiality Agreement (a copy of which shall concurrently provide to Parent any such information that is be provided to any such Person which was not previously provided to or made available for informational purposes only to Parent. (c) In addition, nothing contained herein shall prevent the Company or the Board of Directors of the Company from (i) taking and disclosing to its stockholders a position contemplated by Rule 14d-9 and Rule 14e-2(a) promulgated under the 1934 Act, (ii) making any legally required disclosure to the Company’s stockholders with regard to the transactions contemplated by this Agreement or an Acquisition Proposal (provided that neither the Company nor its Board of Directors may recommend any Acquisition Proposal unless expressly permitted by Section 6.04(e)), (iii) contacting following receipt of such Superior Proposal, take and engaging in discussions with any person or group and their respective Representatives who has made an Acquisition Proposal that was not the result of a breach of this Section 6.04 solely for the purpose of clarifying such Acquisition Proposal and the terms thereof or (iv) issuing a “stop, look and listen” disclosure or similar communication of the type contemplated by Rule 14d-9(f) under the 1934 Act; provided, however, that any disclosure of disclose to its shareholders a position contemplated by Rule 14e-2(a) under the 1934 Act other than (A) a “stop, look and listen” communication limited solely or otherwise make disclosure to the type contemplated by Rule 14d-9(f) under the 1934 Actthem, (Biv) following receipt of such Superior Proposal, fail to make, withdraw, or modify in a manner adverse to Parent its recommendation to its shareholders referred to in Sections 2.02 and/or 7.02 hereof and/or (v) take any express rejection of any applicable Acquisition Proposal or (C) any express reaffirmation of non-appealable, final action ordered to be taken by the Company Board Recommendationby any court of competent jurisdiction, shall be deemed but in each case referred to be an Adverse Recommendation Change. No change, withdrawal or modification of in the Company Board Recommendation shall change the approval of foregoing clauses (i) through (iv) only if the Board of Directors of the Company for purposes determines in good faith by a majority vote, on the basis of causing any law (including Section 203 of Delaware Law) advice from Kutak Rock LLP, outside legal counsex xx xxx Xompany, that its failure to take such action would be reasonably likely to be inapplicable to the Merger inconsistent with fulfilling its fiduciary duties under applicable law and the other transactions contemplated by this Agreementcomplies with Section 7.03(c). (dc) The Board of Directors of the Company shall not take any of the actions referred to in Section 6.04(bclauses (i) through (iv) of the preceding subsection unless the Company shall have delivered to Parent a prior written notice advising Parent that it intends to take such action, and the Company shall continue to advise Parent after taking such action. In addition, prior to obtaining the Company Stockholder Approval, the Company shall notify Parent promptly (but in any no event within twenty-four (24) later than 36 hours) orally and in writing after the receipt by the Company (or 40 any of its Representativesadvisors) of (i) any Acquisition Proposal, any indication that any Third Party is considering making an Acquisition Proposal or (ii) any request for information relating to the Company or any of its Subsidiaries or for access to the business, properties, assets, books or records of the Company or any of its Subsidiaries by any Third Party with respect to that may be considering making, or has made, an actual or potential Acquisition Proposal. The Company shall also provide the identity of such notice in writing and shall identify the Third Party making, submitting, inquiring about or expressing interest with respect to such Acquisition Proposal (except to the extent disclosure of such identity would breach a confidentiality obligation in effect prior to the execution of this Agreement) and (A) if it is in writing, a copy of such Acquisition Proposal and any related draft agreements and other written material from such Third Party (which, in each case, may be redacted, if necessary, solely to remove the identity of such Third Party in order to comply with a confidentiality obligation in effect prior to the execution of this Agreement) setting forth the terms and conditions of such Acquisition Proposal and (B) if oral, a summary thereof (including the material terms and conditions of the of, any such Acquisition Proposal), indication or request. The Company shall keep Parent reasonably informed fully informed, on a prompt and timely basis of the status and details current basis, of any such Acquisition Proposal and material developments with respect to any change to the material terms of any such Acquisition Proposal within twenty-four (24) hours of any such changeProposal, indication or request. The Company shall notshall, and shall cause its Subsidiaries not and the advisors, employees and other agents of the Company and any of its Subsidiaries to, enter into cease immediately and cause to be terminated any contractand all existing activities, arrangementdiscussions and negotiations, or commitment if any, with any Third Party subsequent conducted prior to the date hereof with respect to any Acquisition Proposal and shall use its reasonable best efforts to cause any such Party (or its agents or advisors) in possession of this Agreement, and neither confidential information about the Company nor any of its Subsidiaries is that was furnished by or shall become party to any contract, arrangement, or commitment, in each case, that prohibits the Company from providing such information to Parent. (e) Notwithstanding anything contained in this Agreement to the contrary, prior to obtaining the Company Stockholder Approval, the Board of Directors on behalf of the Company may (i) (x) effect an Adverse Recommendation Change in respect of an Acquisition Proposal, to return or (y) enter into an agreement providing for a transaction that constitutes a Superior Proposal, if (A) the Company shall have received an Acquisition Proposal that was not the result of a breach of Section 6.04(a) that the Board of Directors of the Company determines, after consultation with its outside legal counsel and financial advisors, constitutes a Superior Proposal and the Company shall have otherwise complied in destroy all material respects with the provisions of Section 6.04, (B) the Board of Directors of the Company determines in good faith, after consultation with outside legal counsel, that the failure to take action with respect to such Superior Proposal would likely be inconsistent with its fiduciary duties under Applicable Law, (C) the Company has previously notified Parent in writing that it intends to take such action (a “Section 6.04 Notice”), (D) the Company shall have made its Representatives available to discuss in good faith with Parent’s Representatives any proposed modifications to the terms and conditions of this Agreement during the three (3) Business Day period following delivery by the Company to Parent of the Section 6.04 Notice delivered to Parent, (E) if Parent shall have delivered to the Company a written, binding and irrevocable offer capable of being accepted by the Company to alter the terms or conditions of this Agreement during such three (3) Business Day period, the Board of Directors of the Company shall have determined in good faith (after consultation with its outside legal counsel and financial advisors), after considering the terms of such offer by Parent, that the Superior Proposal giving rise to such Section 6.04 Notice continues to be a Superior Proposal, and (F) in the case of clause (y) above, the Company terminates this Agreement in accordance with Section 10.01 (d)(i), or (ii) effect an Adverse Recommendation Change other than in respect of an Acquisition Proposal if (A) the Board of Directors of the Company determines in good faith, after consultation with outside legal counsel, that the failure to effect such Adverse Recommendation Change would likely be inconsistent with its fiduciary duties under Applicable Law, (B) the Company has previously delivered to Parent a Section 6.04 Notice that it intends to take such action, (C) the Company shall have made its Representatives available to discuss in good faith with Parent’s Representatives any proposed modifications to the terms and conditions of this Agreement during the three (3) Business Day period following delivery by the Company to Parent of the Section 6.04 Notice delivered to Parent, and (D) if Parent shall have delivered to the Company a written, binding and irrevocable offer capable of being accepted by the Company to alter the terms or conditions of this Agreement during such three (3) Business Day period, the Board of Directors of the Company shall have determined in good faith, after consultation with outside legal counsel and after considering the terms of such offer by Parent, that the failure to effect such Adverse Recommendation Change would likely be inconsistent with its fiduciary duties under Applicable Law. If any Superior Proposal that is the subject of clause (i) of this Section 6.04(e) is revised, including any revision to price, then the Company shall deliver to Parent a new Section 6.04 Notice and again comply with the requirements of clause (i) of this Section 6.04(e) with respect to such revised Superior Proposal, on each occasion on which a revised Superior Proposal is submitted, provided that in connection with each new Section 6.04 Notice contemplated by this sentence, each reference to a three (3) Business Day period in the preceding sentence shall be deemed to be a reference to the longer of (x) a forty-eight (48) hour period or (y) a period ending on 11:59 p.m. (New York time) on the Business Day following delivery of the applicable Section 6.04information.

No Solicitation; Other Offers. (a) Subject to the remainder of this Section 6.04, upon execution of this Agreement, the Company shall, and shall cause its Subsidiaries and its and their respective directors, officers, employees, Affiliates, investment bankers, attorneys, accountants and other advisors or representatives (collectively, “Representatives”) to, immediately cease or cause to be terminated any and all activities, discussions or negotiations with any Person with respect to any Acquisition Proposal. The Company shall promptly after the date of this Agreement instruct each Third Party which has heretofore executed a confidentiality agreement relating to an Acquisition Proposal with or for the benefit of the Company to promptly return or destroy all information, documents, and materials relating to the Acquisition Proposal or to the Company or its businesses, operations or affairs heretofore furnished by the Company or any of its Representatives to such Person or any of its Representatives in accordance with the terms of any confidentiality agreement with such Person. Subject to Section 6.04(b) and Section 6.04(c), from the execution of this Agreement until the Effective Time or, if earlier, the termination of this Agreement in accordance with Article 10, neither Neither the Company nor any of its Subsidiaries shall, and nor shall the Company and or any of its Subsidiaries shall not authorize or permit any of its or their Representatives officers, directors, employees, investment bankers, attorneys, accountants, consultants or other agents or advisors to, directly or indirectly, (i) solicit, initiate or take any action to knowingly facilitate, facilitate or encourage or assist, or knowingly induce the making, submission or announcement of, an of any Acquisition Proposal, (ii) enter into or participate in any discussions or negotiations with, furnish any information relating to the Company or any of its Subsidiaries or afford access to the business, properties, assets, books, books or records or other information of the Company or any of its Subsidiaries to, otherwise knowingly cooperate in any way with with, or knowingly assist, participate in, facilitate or encourage any effort by any Third Party that is seeking to make, or has made, or could reasonably be expected to make, an Acquisition Proposal, (iii) approve, adopt, endorse, grant any waiver or recommend an Acquisition Proposal, (iv) fail to make, withhold, withdraw release under any standstill or amend, qualify or modify, in each case in a manner adverse to Parent, or publicly propose to withhold, withdraw or amend, modify or qualify, in each case in a manner adverse to Parent, the Company Board Recommendation, (v) propose publicly to approve, adopt, endorse or recommend any Acquisition Proposal (any of the foregoing in clause (iii), (iv) or (v), whether taken by the Board of Directors of the Company or any committee thereof being referred to as an “Adverse Recommendation Change”), (vi) enter into any similar agreement in principle, letter of intent, term sheet, merger agreement, acquisition agreement, option agreement or other similar instrument contemplating or otherwise relating to an Acquisition Proposal, or (vii) take any action to make the provisions of any “fair price,” “moratorium,” “control share acquisition,” “business combination” or other similar anti-takeover statute or regulation inapplicable to any transactions contemplated by an Acquisition Proposal; provided that no action expressly permitted by Section 8.08 with respect to any standstill provision in any agreement to which class of equity securities of the Company or any of its Subsidiaries is Subsidiaries, (iv) amend or grant any waiver or release or approve any transactions or redeem Rights under the Rights Agreement (except as contemplated herein with respect to the Merger) or (v) enter into any agreement with respect to an Acquisition Proposal other than a party shall constitute a breach of this confidentiality agreement as permitted by Section 6.046.04(b). (b) Notwithstanding anything contained in Section 6.04(a) the foregoing, but subject to the contraryprovisions of Section 6.04(c), if the Board of Directors, directly or indirectly through advisors, agents or other intermediaries, at any time prior to obtaining the Company Stockholder Approvaladoption and approval of the Merger by the Company's stockholders, may (i) engage in negotiations or discussions with any Third Party that, subject to the Company or any of its Representatives Company's compliance with Section 6.04(a), has received made a bona fide written Acquisition Proposal that the Board of Directors of the Company reasonably believes, after consultation with its outside legal counsel and financial advisors, constitutes, determines in good faith by a majority vote constitutes or is reasonably likely expected to lead to, result in a Superior Proposal, (ii) the Board of Directors of the Company determines in good faith, after consultation with outside legal counsel, that the failure furnish to take action with respect to such Acquisition Proposal would likely be inconsistent with its fiduciary duties under Applicable Law, (iii) such Acquisition Proposal was not the result of a breach of Section 6.04(a) and (iv) the Company provides to Parent in accordance with Section 6.04(d) the information required under Section 6.04(d) to be delivered by the Company to Parent, then, so long as the foregoing conditions in the immediately preceding clauses (i)-(iv) remain satisfied, the Company, directly or indirectly through its Representatives, may (A) engage in negotiations or discussions with such Third Party and its Representatives with respect to the Acquisition Proposalauditors, advisors and lenders nonpublic information relating to, and (B) furnish to afford such Third Party or its Representatives non-public information relating to access to, the business properties, assets, books and records of, the Company or any of its Subsidiaries pursuant to an Acceptable Confidentiality Agreement; provided that a confidentiality agreement with terms no less favorable to the Company than those contained in the Confidentiality Agreement including the standstill and no hire provisions in the Confidentiality Agreement (a copy of which shall concurrently provide be provided for informational purposes only to Parent), (iii) following receipt of such Superior Proposal, fail to make, withdraw, or modify in a manner adverse to Parent its recommendation to its stockholders referred to in Section 6.02 hereof and/or (iv) take any action that any court of competent jurisdiction orders the Company to take, but in each case referred to in the foregoing clauses (i) through (iii) only if the Board of Directors determines in good faith by a majority vote, after considering the advice from the outside legal counsel to the Company, that it should take such information that is provided action to any such Person which was not previously provided to or made available to Parent. (c) In addition, nothing comply with its fiduciary duties under applicable law. Nothing contained herein shall prevent the Company or the Board of Directors of the Company from (i) taking and disclosing to its stockholders a position contemplated by Rule 14d-9 and Rule 14e-2(a) promulgated under the 1934 Act, (ii) making any legally required disclosure to the Company’s stockholders complying with regard to the transactions contemplated by this Agreement or an Acquisition Proposal (provided that neither the Company nor its Board of Directors may recommend any Acquisition Proposal unless expressly permitted by Section 6.04(e)), (iii) contacting and engaging in discussions with any person or group and their respective Representatives who has made an Acquisition Proposal that was not the result of a breach of this Section 6.04 solely for the purpose of clarifying such Acquisition Proposal and the terms thereof or (iv) issuing a “stop, look and listen” disclosure or similar communication of the type contemplated by Rule 14d-9(f) under the 1934 Act; provided, however, that any disclosure of a position contemplated by Rule 14e-2(a) under the 1934 Act other than (A) a “stopwith regard to an Acquisition Proposal; provided that if such disclosure has the effect of withdrawing, look and listen” communication limited solely modifying or qualifying the recommendation to the type contemplated by Rule 14d-9(f) under the 1934 ActCompany's stockholders referred to in Section 6.02 hereof in a manner adverse to Parent, (B) any express rejection of any applicable Acquisition Proposal Merger Subsidiary or (C) any express reaffirmation of the Company Board Recommendation, shall be deemed to be an Adverse Recommendation Change. No change, withdrawal or modification of the Company Board Recommendation shall change the approval of this Agreement by the Board of Directors of the Company for purposes of causing any law (including Section 203 of Delaware Law) Company, Parent shall have the right to be inapplicable terminate this Agreement to the extent set forth in Section 10.01(c) of this Agreement. For the avoidance of doubt, for all purposes under this Agreement, including Article 10, any disclosure by the Board of Directors of the status of any Acquisition Proposal (without comment on the merits thereof) shall not be considered a failure to make, withdrawal or modification adverse to Parent or Merger Subsidiary of its recommendation of approval of this Agreement and the other transactions contemplated Merger by this Agreementthe Company's stockholders. (dc) The Board of Directors of the Company shall not take any of the actions referred to in Section 6.04(bclauses (i) through (iii) of the preceding subsection unless the Company shall have delivered to Parent a prior written notice advising Parent that it intends to take such action. In addition, prior to obtaining the Company Stockholder Approval, the Company shall notify Parent promptly (but in any no event within twenty-four (24) later than 24 hours) orally and in writing after the receipt by the Company (or any of its Representativesadvisors) of (i) any Acquisition Proposal, Proposal or (ii) any request for information relating to the Company or any of its Subsidiaries or for access to the business, properties, assets, books or records of the Company or any of its Subsidiaries by any Third Party with respect to that may be considering making an actual or potential Acquisition Proposal. The Company shall also provide the identity such notice orally and in writing and shall provide Parent with copies of the Third Party making, submitting, inquiring about or expressing interest with respect to such Acquisition Proposal (except to the extent disclosure of such identity would breach a confidentiality obligation in effect prior to the execution of this Agreement) and (A) if it is in writing, a copy of such Acquisition Proposal and any related draft agreements and other written material from such Third Party (which, in each case, may be redacted, if necessary, solely to remove the identity of such Third Party in order to comply with a confidentiality obligation in effect prior to the execution of this Agreement) setting forth the terms and conditions of such Acquisition Proposal and (B) if oral, a summary thereof (including the material terms and conditions of the Acquisition Proposal). The Company shall keep provide to Parent reasonably informed on a prompt and timely basis of the status and details any information provided to such Third Party. The Company shall promptly inform Parent of any such Acquisition Proposal and material developments with respect to any change to the material terms of any such Acquisition Proposal within twenty-four (24) hours of any such changeProposal, indication or request. The Company shall notshall, and shall cause its Subsidiaries not and the advisors, employees and other agents of the Company and any of its Subsidiaries to, enter into cease immediately and cause to be terminated any contractand all existing activities, arrangementdiscussions and negotiations, or commitment if any, with any Third Party subsequent conducted prior to the date hereof with respect to any Acquisition Proposal and shall use its commercially reasonable efforts to cause any such Third Party (or its agents or advisors) in possession of this Agreement, and neither confidential information about the Company nor any of its Subsidiaries is that was furnished by or shall become party to any contract, arrangement, or commitment, in each case, that prohibits the Company from providing such information to Parent. (e) Notwithstanding anything contained in this Agreement to the contrary, prior to obtaining the Company Stockholder Approval, the Board of Directors on behalf of the Company may (i) (x) effect an Adverse Recommendation Change in respect of an Acquisition Proposal, to return or (y) enter into an agreement providing for a transaction that constitutes a Superior Proposal, if (A) the Company shall have received an Acquisition Proposal that was not the result of a breach of Section 6.04(a) that the Board of Directors of the Company determines, after consultation with its outside legal counsel and financial advisors, constitutes a Superior Proposal and the Company shall have otherwise complied in destroy all material respects with the provisions of Section 6.04, (B) the Board of Directors of the Company determines in good faith, after consultation with outside legal counsel, that the failure to take action with respect to such Superior Proposal would likely be inconsistent with its fiduciary duties under Applicable Law, (C) the Company has previously notified Parent in writing that it intends to take such action (a “Section 6.04 Notice”), (D) the Company shall have made its Representatives available to discuss in good faith with Parent’s Representatives any proposed modifications to the terms and conditions of this Agreement during the three (3) Business Day period following delivery by the Company to Parent of the Section 6.04 Notice delivered to Parent, (E) if Parent shall have delivered to the Company a written, binding and irrevocable offer capable of being accepted by the Company to alter the terms or conditions of this Agreement during such three (3) Business Day period, the Board of Directors of the Company shall have determined in good faith (after consultation with its outside legal counsel and financial advisors), after considering the terms of such offer by Parent, that the Superior Proposal giving rise to such Section 6.04 Notice continues to be a Superior Proposal, and (F) in the case of clause (y) above, the Company terminates this Agreement in accordance with Section 10.01 (d)(i), or (ii) effect an Adverse Recommendation Change other than in respect of an Acquisition Proposal if (A) the Board of Directors of the Company determines in good faith, after consultation with outside legal counsel, that the failure to effect such Adverse Recommendation Change would likely be inconsistent with its fiduciary duties under Applicable Law, (B) the Company has previously delivered to Parent a Section 6.04 Notice that it intends to take such action, (C) the Company shall have made its Representatives available to discuss in good faith with Parent’s Representatives any proposed modifications to the terms and conditions of this Agreement during the three (3) Business Day period following delivery by the Company to Parent of the Section 6.04 Notice delivered to Parent, and (D) if Parent shall have delivered to the Company a written, binding and irrevocable offer capable of being accepted by the Company to alter the terms or conditions of this Agreement during such three (3) Business Day period, the Board of Directors of the Company shall have determined in good faith, after consultation with outside legal counsel and after considering the terms of such offer by Parent, that the failure to effect such Adverse Recommendation Change would likely be inconsistent with its fiduciary duties under Applicable Law. If any Superior Proposal that is the subject of clause (i) of this Section 6.04(e) is revised, including any revision to price, then the Company shall deliver to Parent a new Section 6.04 Notice and again comply with the requirements of clause (i) of this Section 6.04(e) with respect to such revised Superior Proposal, on each occasion on which a revised Superior Proposal is submitted, provided that in connection with each new Section 6.04 Notice contemplated by this sentence, each reference to a three (3) Business Day period in the preceding sentence shall be deemed to be a reference to the longer of (x) a forty-eight (48) hour period or (y) a period ending on 11:59 p.m. (New York time) on the Business Day following delivery of the applicable Section 6.04information.

No Solicitation; Other Offers. From the Agreement Date until the Acceptance Time, LaCrosse has agreed that (ai) Subject to the remainder of this Section 6.04, upon execution of this Agreement, the Company shallit will not, and shall will cause its Subsidiaries officers, directors and representatives not to, and (ii) it will cause its subsidiaries and controlled affiliates and their respective directors, officers, employees, Affiliates, investment bankers, attorneys, accountants directors and other advisors or representatives (collectively, “Representatives”) to, immediately cease or cause to be terminated any and all activities, discussions or negotiations with any Person with respect to any Acquisition Proposal. The Company shall promptly after the date of this Agreement instruct each Third Party which has heretofore executed a confidentiality agreement relating to an Acquisition Proposal with or for the benefit of the Company to promptly return or destroy all information, documents, and materials relating to the Acquisition Proposal or to the Company or its businesses, operations or affairs heretofore furnished by the Company or any of its Representatives to such Person or any of its Representatives in accordance with the terms of any confidentiality agreement with such Person. Subject to Section 6.04(b) and Section 6.04(c), from the execution of this Agreement until the Effective Time or, if earlier, the termination of this Agreement in accordance with Article 10, neither the Company nor any of its Subsidiaries shall, and the Company and its Subsidiaries shall not authorize any of its or their Representatives to, directly or indirectly, (i) : • solicit, initiate initiate, encourage, facilitate or induce the submission of an Acquisition Proposal (as defined below) by a third party or take any action that could reasonably be expected to result in an Acquisition Proposal from a third party; • enter into, continue or participate in discussions or negotiations with respect to an Acquisition Proposal or take any action to knowingly facilitate, encourage facilitate or assist, or knowingly induce the making, submission or announcement of, an Acquisition Proposal, (ii) enter into or participate in any discussions or negotiations with, furnish any information relating to the Company or any of its Subsidiaries or afford access to the business, properties, assets, books, records or other information of the Company or any of its Subsidiaries to, otherwise knowingly cooperate in any way with any Third Party that is seeking to make, or has made, or could reasonably be expected to make, an Acquisition Proposal, (iii) approve, adopt, endorse, or recommend an Acquisition Proposal, (iv) fail to make, withhold, withdraw or amend, qualify or modify, in each case in a manner adverse to Parent, or publicly propose to withhold, withdraw or amend, modify or qualify, in each case in a manner adverse to Parent, the Company Board Recommendation, (v) propose publicly to approve, adopt, endorse or recommend any Acquisition Proposal (any of the foregoing in clause (iii), (iv) or (v), whether taken by the Board of Directors of the Company or any committee thereof being referred to as an “Adverse Recommendation Change”), (vi) enter into any agreement in principle, letter of intent, term sheet, merger agreement, acquisition agreement, option agreement or other similar instrument contemplating or otherwise relating to an Acquisition Proposal, or (vii) take any action attempt to make the provisions of any “fair price,” “moratorium,” “control share acquisition,” “business combination” or other similar anti-takeover statute or regulation inapplicable to any transactions contemplated by implement an Acquisition Proposal; provided that no action expressly permitted • except as required by Section 8.08 applicable law, provide any person (other than ABC-MART, Purchaser or their respective designees) with respect to any standstill provision in any agreement to which the Company or any of its Subsidiaries is a party shall constitute a breach of this Section 6.04. (b) Notwithstanding anything contained in Section 6.04(a) to the contrary, if at any time prior to obtaining the Company Stockholder Approval, (i) the Company or any of its Representatives has received a bona fide written Acquisition Proposal that the Board of Directors of the Company reasonably believes, after consultation with its outside legal counsel and financial advisors, constitutes, or is reasonably likely to lead to, a Superior Proposal, (ii) the Board of Directors of the Company determines in good faith, after consultation with outside legal counsel, that the failure to take action with respect to such Acquisition Proposal would likely be inconsistent with its fiduciary duties under Applicable Law, (iii) such Acquisition Proposal was not the result of a breach of Section 6.04(a) and (iv) the Company provides to Parent in accordance with Section 6.04(d) the information required under Section 6.04(d) to be delivered by the Company to Parent, then, so long as the foregoing conditions in the immediately preceding clauses (i)-(iv) remain satisfied, the Company, directly or indirectly through its Representatives, may (A) engage in negotiations or discussions with such Third Party and its Representatives with respect to the Acquisition Proposal, and (B) furnish to such Third Party or its Representatives non-public information relating to the Company LaCrosse or any of its Subsidiaries pursuant to an Acceptable Confidentiality Agreement; provided that the Company shall concurrently provide to Parent any such information that is provided subsidiaries or access to any such Person which was not previously provided to or made available to Parent. (c) In addition, nothing contained herein shall prevent the Company or the Board of Directors of the Company from (i) taking and disclosing to its stockholders a position contemplated by Rule 14d-9 and Rule 14e-2(a) promulgated under the 1934 Act, (ii) making any legally required disclosure to the Company’s stockholders with regard to the transactions contemplated by this Agreement or an Acquisition Proposal (provided that neither the Company nor its Board of Directors may recommend any Acquisition Proposal unless expressly permitted by Section 6.04(e)), (iii) contacting and engaging in discussions with any person or group and their respective Representatives who has made an Acquisition Proposal that was not the result of a breach of this Section 6.04 solely for the purpose of clarifying such Acquisition Proposal and the terms thereof or (iv) issuing a “stop, look and listen” disclosure or similar communication of the type contemplated by Rule 14d-9(f) under the 1934 Act; provided, however, that any disclosure of a position contemplated by Rule 14e-2(a) under the 1934 Act other than (A) a “stop, look and listen” communication limited solely to the type contemplated by Rule 14d-9(f) under the 1934 Act, (B) any express rejection of any applicable Acquisition Proposal or (C) any express reaffirmation of the Company Board Recommendation, shall be deemed to be an Adverse Recommendation Change. No change, withdrawal or modification of the Company Board Recommendation shall change the approval of the Board of Directors of the Company for purposes of causing any law (including Section 203 of Delaware Law) to be inapplicable to the Merger and the other transactions contemplated by this Agreement. (d) The Board of Directors of the Company shall not take any of the actions referred to in Section 6.04(b) unless the Company shall have delivered to Parent a prior written notice advising Parent that it intends to take such action. In addition, prior to obtaining the Company Stockholder Approval, the Company shall notify Parent promptly (but in any event within twenty-four (24) hours) orally and in writing after the receipt by the Company (or any of its Representatives) of (i) any Acquisition Proposal, or (ii) any request for information relating to the Company or any of its Subsidiaries or for access to the business, properties, assets, books or records of the Company LaCrosse or any of its Subsidiaries by subsidiaries; • approve or recommend an Acquisition Proposal or other document contemplating an Acquisition Proposal or requiring LaCrosse to abandon or terminate its obligations under the Merger Agreement; • terminate, amend, modify or waive any Third Party rights under any standstill or similar agreements; or • resolve, propose or agree to do any of the foregoing. LaCrosse has agreed that it will, and will cause its subsidiaries and its and their respective officers, directors and representatives to, immediately cease any activities or discussions with any person previously conducted with respect to an actual or potential Acquisition Proposal and to promptly deny access to any data room containing any confidential information previously furnished to any third party relating to the consideration of any Acquisition Proposal. The Company shall also As an exception to the restrictions described above, at any time prior to the Acceptance Time, LaCrosse may engage or participate in discussions or negotiations with a person and its representatives, and provide the identity of the Third Party making, submitting, inquiring about or expressing interest confidential information with respect to LaCrosse and its subsidiaries to such person pursuant to a confidentiality agreement with customary confidentiality and standstill provisions, but not providing for reimbursement by LaCrosse of any fees, costs or expenses, if: • that person has made a bona fide written Acquisition Proposal that the LaCrosse Board determines in good faith, after consulting with its outside counsel and a financial advisor of nationally recognized reputation, constitutes or would reasonably be expected to result in a Superior Proposal (except as defined below); • LaCrosse received the Acquisition Proposal other than as a result of a breach or violation of the no solicitation provisions of the Merger Agreement described above; • the LaCrosse Board has determined in good faith, after consulting with its outside counsel, that the failure to take such action would or would be reasonably likely to be a breach of its fiduciary obligations to LaCrosse’s shareholders; • contemporaneously with furnishing any confidential information to such person, LaCrosse furnishes such confidential information to ABC-MART (to the extent disclosure such information has not been previously furnished to ABC-MART); and • LaCrosse has provided ABC-MART with written notice of its intent to take such identity would breach a confidentiality obligation in effect action and the basis for such action at least 48 hours prior to taking such action. In addition, LaCrosse has agreed to promptly, and in all cases within 24 hours of the execution receipt of this Agreement) an Acquisition Proposal, advise ABC-MART orally and (A) if it is in writing, a copy writing of such LaCrosse’s receipt of an Acquisition Proposal or request for information or other inquiry in connection with or that could reasonably be expected to lead to an Acquisition Proposal and any related draft agreements and other written material from such Third Party (which, in each case, may be redacted, if necessary, solely to remove the identity of such Third Party in order to comply with a confidentiality obligation in effect prior to the execution of this Agreement) setting forth notice must include the terms and conditions of such Acquisition Proposal, the Table of Contents identity of the person making the Acquisition Proposal and (B) if oral, a summary thereof (including the material terms and conditions nature of the Acquisition Proposal)any inquiries or contacts. The Company shall LaCrosse has also agreed to keep Parent reasonably ABC-MART informed on a prompt and timely basis of the status and details of any such Acquisition Proposal and with respect to any change to the material terms of any such Acquisition Proposal within twenty-four (24) hours of any such change. The Company shall not, and shall cause its Subsidiaries not to, enter into any contract, arrangement, or commitment with any Third Party subsequent to the date of this Agreement, and neither the Company nor any of its Subsidiaries is or shall become party to any contract, arrangement, or commitment, in each case, that prohibits the Company from providing such information to Parent. (e) Notwithstanding anything contained in this Agreement to the contrary, prior to obtaining the Company Stockholder Approval, the Board of Directors of the Company may (i) (x) effect an Adverse Recommendation Change in respect of an Acquisition Proposal, or (y) enter into an agreement providing for a transaction that constitutes a Superior Proposal, if (A) the Company shall have received an Acquisition Proposal that was not the result of a breach of Section 6.04(a) that the Board of Directors of the Company determines, after consultation with its outside legal counsel and financial advisors, constitutes a Superior Proposal and the Company shall have otherwise complied in all material respects with the provisions of Section 6.04, (B) the Board of Directors of the Company determines in good faith, after consultation with outside legal counsel, that the failure to take action with respect to such Superior Proposal would likely be inconsistent with its fiduciary duties under Applicable Law, (C) the Company has previously notified Parent in writing that it intends to take such action (a “Section 6.04 Notice”), (D) the Company shall have made its Representatives available to discuss in good faith with Parent’s Representatives any proposed modifications to developments affecting the terms and conditions of this Agreement during the three (3) Business Day period following delivery by the Company to Parent any such Acquisition Proposal. LaCrosse must also provide ABC-MART with 36 hours prior written notice of any meeting of the Section 6.04 Notice delivered LaCrosse Board at which the LaCrosse Board is expected to Parent, (E) if Parent shall have delivered to the Company a written, binding and irrevocable offer capable of being accepted by the Company to alter the terms or conditions of this Agreement during such three (3) Business Day period, the Board of Directors of the Company shall have determined in good faith (after consultation with its outside legal counsel and financial advisors), after considering the terms of such offer by Parent, that the Superior Proposal giving rise to such Section 6.04 Notice continues to be a Superior Proposal, and (F) in the case of clause (y) above, the Company terminates this Agreement in accordance with Section 10.01 (d)(i), or (ii) effect an Adverse Recommendation Change other than in respect of consider an Acquisition Proposal if or a change in the LaCrosse Board Recommendation. LaCrosse may not enter into any agreement (A) the Board of Directors of the Company determines in good faith, after consultation with outside legal counsel, that the failure to effect such Adverse Recommendation Change would likely be inconsistent with its fiduciary duties under Applicable Law, (B) the Company has previously delivered to Parent other than a Section 6.04 Notice that it intends to take such action, (C) the Company shall have made its Representatives available to discuss in good faith with Parent’s Representatives any proposed modifications to the terms and conditions of this Agreement during the three (3) Business Day period following delivery by the Company to Parent of the Section 6.04 Notice delivered to Parent, and (D) if Parent shall have delivered to the Company a written, binding and irrevocable offer capable of being accepted by the Company to alter the terms or conditions of this Agreement during such three (3) Business Day period, the Board of Directors of the Company shall have determined in good faith, after consultation with outside legal counsel and after considering the terms of such offer by Parent, that the failure to effect such Adverse Recommendation Change would likely be inconsistent with its fiduciary duties under Applicable Law. If any Superior Proposal that is the subject of clause (i) of this Section 6.04(e) is revised, including any revision to price, then the Company shall deliver to Parent a new Section 6.04 Notice and again comply with the requirements of clause (i) of this Section 6.04(econfidentiality agreement) with respect to such revised Superior Proposal, on each occasion on which a revised Superior an Acquisition Proposal unless and until the Merger Agreement is submitted, provided that terminated in connection accordance with each new Section 6.04 Notice contemplated by this sentence, each reference its terms and LaCrosse pays any applicable Termination Fee (as defined below) to a three (3) Business Day period in the preceding sentence shall be deemed to be a reference to the longer of (x) a fortyABC-eight (48) hour period or (y) a period ending on 11:59 p.m. (New York time) on the Business Day following delivery of the applicable Section 6.04MART.

No Solicitation; Other Offers. (a) Subject to the remainder of this Section 6.04, upon execution of this Agreement, the Company shall, and shall cause its Subsidiaries and its and their respective directors, officers, employees, Affiliates, investment bankers, attorneys, accountants and other advisors or representatives (collectively, “Representatives”) to, immediately cease or cause to be terminated any and all activities, discussions or negotiations with any Person with respect to any Acquisition Proposal. The Company shall promptly after the date of this Agreement instruct each Third Party which has heretofore executed a confidentiality agreement relating to an Acquisition Proposal with or for the benefit of the Company to promptly return or destroy all information, documents, and materials relating to the Acquisition Proposal or to the Company or its businesses, operations or affairs heretofore furnished by the Company or any of its Representatives to such Person or any of its Representatives in accordance with the terms of any confidentiality agreement with such Person. Subject to Section 6.04(b) and Section 6.04(c), from the execution of this Agreement until the Effective Time or, if earlier, the termination of this Agreement in accordance with Article 10, neither Neither the Company nor any of its Subsidiaries shall, and nor shall the Company and or any of its Subsidiaries shall not authorize permit any of its or their Representatives officers, directors, employees, investment bankers, attorneys, accountants, consultants or other agents or advisors (“Representatives”) to, directly or indirectly, : (i) solicit, initiate or knowingly take any action to knowingly facilitateinduce, facilitate or encourage or assist, or knowingly induce the making, submission or announcement of, of an Acquisition ProposalProposal or any inquiry, indication of interest, proposal or offer that would reasonably be expected to lead to an Acquisition Proposal (including by way of furnishing or providing access to non-public information to a Third Party); (ii) enter into or participate in any discussions or negotiations withwith any Third Party with respect to an Acquisition Proposal or any inquiry, indication of interest, proposal or offer that would reasonably be expected to lead to an Acquisition Proposal; (iii) furnish any information relating to the Company or any of its Subsidiaries or afford access to the business, properties, assets, books, books or records or other information of the Company or any of its Subsidiaries to, to or otherwise knowingly cooperate in any way with any Third Party that is seeking to makehas made an Acquisition Proposal or any inquiry, indication of interest, proposal or has made, or could offer that would reasonably be expected to make, lead to an Acquisition Proposal, (iii) approve, adopt, endorse, or recommend an Acquisition Proposal, ; or (iv) fail to make, withhold, withdraw or amend, qualify or modify, in each case in a manner adverse to Parent, or publicly propose to withhold, withdraw or amend, modify or qualify, in each case in a manner adverse to Parent, the Company Board Recommendation, (v) propose publicly to approve, adopt, endorse or recommend any Acquisition Proposal (any of the foregoing in clause (iii), (iv) or (v), whether taken by the Board of Directors of the Company or any committee thereof being referred to as an “Adverse Recommendation Change”), (vi) enter into any agreement in principle, letter of intent, term sheet, merger agreement, acquisition agreement, option agreement, joint venture agreement, partnership agreement or other similar instrument contemplating relating to, or otherwise relating that is intended to or would be reasonably likely to lead to, an Acquisition Proposal, or (vii) take any action requiring the Company to make abandon, terminate, materially delay or fail to consummate, or that would otherwise materially impede, interfere with or be inconsistent with, the provisions of any “fair price,” “moratorium,” “control share acquisition,” “business combination” or other similar anti-takeover statute or regulation inapplicable to any transactions contemplated by this Agreement (an “Alternative Acquisition Proposal; provided Agreement”). (b) Notwithstanding ‎Section 5.03(a), at any time prior to the Closing Date, the Company, directly or indirectly through its Representatives, may engage in negotiations or discussions with, or furnish non-public information to, any Third Party and its Representatives that no action expressly permitted has made a bona fide written Acquisition Proposal that is submitted after the date of this Agreement but prior to the Closing Date to the Boards by Section 8.08 with respect to such Third Party (and not withdrawn) if: (i) the submission of such Acquisition Proposal shall not have resulted from the breach by the Company or any standstill provision in Representative of any agreement to which of the Company or any of its Subsidiaries is a party shall constitute a breach of this Section 6.04.the provisions set forth in ‎Section 5.03(a); (b) Notwithstanding anything contained in Section 6.04(a) to the contrary, if at any time prior to obtaining the Company Stockholder Approval, (iii) the Company or any Boards reasonably conclude in good faith, after consultation with their outside legal counsel and financial advisor of its Representatives has received a nationally recognized reputation, that such bona fide written Acquisition Proposal that the Board of Directors of the Company constitutes or would reasonably believes, after consultation with its outside legal counsel and financial advisors, constitutes, or is reasonably likely be expected to lead to, to a Superior Proposal; (iii) at least 24 hours prior to furnishing any such information to, or entering into discussions with, such Third Party (iior its Representatives), Parent receives written notice from the Company of the identity of such Third Party and of the Company’s intention to furnish information to, or enter into discussions with, such Third Party, and the Company receives from such Person an executed confidentiality agreement in a customary form that is no less favorable to the Company (including standstill provisions) than the Confidentiality Agreement and does not contain any provision calling for an exclusive right to negotiate with the Company (an “Acceptable Confidentiality Agreement”) (which the Company may negotiate with the Third Party during the 24 hour notice period and enter into during such period or thereafter); (iv) the Board of Directors of Company provides or makes available all such information to Parent (to the Company determines extent that such information has not been previously provided or made available to Parent) prior to or substantially concurrently with the time it is provided or made available to such Third Party); and (v) the Boards determine in good faith, after consultation with outside legal counsel, that the failure to take such action with respect to such Acquisition Proposal would likely could be inconsistent with its their fiduciary duties under Applicable Law, (iii) such Acquisition Proposal was not the result of a breach of Section 6.04(a) and (iv) the Company provides to Parent in accordance with Section 6.04(d) the information required under Section 6.04(d) to be delivered by the Company to Parent, then, so long as the foregoing conditions in the immediately preceding clauses (i)-(iv) remain satisfied, the Company, directly or indirectly through its Representatives, may (A) engage in negotiations or discussions with such Third Party and its Representatives with respect to the Acquisition Proposal, and (B) furnish to such Third Party or its Representatives non-public information relating to the Company or any of its Subsidiaries pursuant to an Acceptable Confidentiality Agreement; provided that the Company shall concurrently provide to Parent any such information that is provided to any such Person which was not previously provided to or made available to Parent. (c) . In addition, nothing contained herein shall prevent the Company or the Board of Directors of the Company Boards from (i) taking and disclosing to its stockholders the Company’s shareholders a position contemplated by Rule 14d-9 and Rule 14e-2(a) promulgated under the 1934 Act, Act (iior any similar communication to shareholders in connection with the making or amendment of a tender offer or exchange offer) or from making any legally required disclosure to the Company’s stockholders shareholders with regard to the transactions contemplated by this Agreement or an Acquisition Proposal Proposal, (provided that neither ii) issuing a “stop, look and listen” disclosure or similar communication of the Company nor its Board of Directors may recommend any Acquisition Proposal unless expressly permitted type contemplated by Section 6.04(e)), Rule 14d-9(f) under the 1934 Act or (iii) contacting and engaging in discussions with any person or group and their respective Representatives who has made an Acquisition Proposal that was not the result of a solicited in breach of this Section 6.04 ‎Section 5.03(a) solely for the purpose of clarifying such Acquisition Proposal and the terms thereof or (ivprovided that, in the cases of both clauses (i) issuing a “stopand (ii) above, look and listen” any such disclosure or similar communication of the type contemplated does not contain an Adverse Recommendation Change unless permitted by Rule 14d-9(f‎Section 5.03(e) under the 1934 Act; provided, however, that any disclosure of a position contemplated by Rule 14e-2(aor ‎Section 5.03(f)). (c) under the 1934 Act other than (A) a “stop, look and listen” communication limited solely In addition to the type contemplated by Rule 14d-9(f) under the 1934 Act, (B) any express rejection of any applicable Acquisition Proposal or (C) any express reaffirmation other obligations of the Company Board Recommendation, shall be deemed to be an Adverse Recommendation Change. No change, withdrawal or modification of the Company Board Recommendation shall change the approval of the Board of Directors of the Company for purposes of causing any law (including Section 203 of Delaware Law) to be inapplicable to the Merger and the other transactions contemplated by this Agreement. (d) The Board of Directors of the Company shall not take any of the actions referred to set forth in Section 6.04(b) unless the Company shall have delivered to Parent a prior written notice advising Parent that it intends to take such action. In addition, prior to obtaining the Company Stockholder Approval‎Section 5.03, the Company shall notify Parent promptly (but in any no event within twenty-four (24) hourslater than two Business Days) orally and in writing after the receipt by the Company (or any of its Representatives) of (i) any Acquisition Proposal, Proposal or (ii) any request for non-public information relating to the Company or any of its Subsidiaries or for access to the business, properties, assets, books or records of the Company or any of its Subsidiaries by any Third Party with respect to that has notified the Company that it may be considering making, or has made, an actual or potential Acquisition Proposal. The Company Each such notice shall also provide include (i) the identity of the Third Party makingmaking or submitting such Acquisition Proposal or request, submittingand (ii) a copy of all written materials provided by such Third Party in connection with, inquiring about and the material terms of, such Acquisition Proposal. After receipt of the Acquisition Proposal or expressing interest request, the Company shall continue promptly (and in any event within 24 hours of any material change or development with respect to such Acquisition Proposal (except Proposal) to the extent disclosure of such identity would breach a confidentiality obligation in effect prior to the execution of this Agreement) and (A) if it is in writing, a copy of such Acquisition Proposal and any related draft agreements and other written material from such Third Party (which, in each case, may be redacted, if necessary, solely to remove the identity of such Third Party in order to comply with a confidentiality obligation in effect prior to the execution of this Agreement) setting forth the terms and conditions of such Acquisition Proposal and (B) if oral, a summary thereof (including the material terms and conditions of the Acquisition Proposal). The Company shall keep Parent reasonably informed on a prompt and timely basis orally or in writing of the status status, terms and pertinent details of any such Acquisition Proposal and with respect or request (including by providing prompt notice of all material amendments or proposed material amendments thereto). (d) Except as expressly permitted under ‎Section 5.03(e) or ‎Section 5.03(f), none of the Company, the Boards or any committee thereof shall (i)(A) withhold, fail to include in (or remove from) the Schedule 14D-9 or the EGM Materials, withdraw, qualify or modify (or resolve, determine or publicly propose to withhold, fail to include in (or remove from) the Schedule 14D-9 or the EGM Materials, withdraw, qualify or modify) the Company Recommendation or (B) adopt, approve, recommend, submit to shareholders or declare advisable (or resolve, determine or publicly propose to adopt, approve, recommend, submit to shareholders or declare advisable) any change to the material terms of any such Acquisition Proposal within twenty-four (24any action described in this clause (i) hours of any such change. The Company shall notbeing referred to as an “Adverse Recommendation Change”) or (ii) adopt, and shall cause its Subsidiaries not toapprove, enter into any contractrecommend, arrangementsubmit to shareholders or declare advisable (or resolve, determine or publicly propose to adopt, approve, recommend, submit to shareholders or declare advisable), or commitment with any Third Party subsequent to the date of this Agreement, and neither allow the Company nor or any of its Subsidiaries is to execute or shall become party to enter into, any contract, arrangement, or commitment, in each case, that prohibits the Company from providing such information to ParentAlternative Acquisition Agreement. (e) Notwithstanding anything contained in this Agreement to the contrary, prior to obtaining if the Company Stockholder Approval, the Board of Directors of the Company may (i) (x) effect an Adverse Recommendation Change in respect of receives an Acquisition Proposal, or (y) enter into an agreement providing for other than as a transaction that constitutes a Superior Proposal, if (A) the Company shall have received an Acquisition Proposal that was not the result of a breach of Section 6.04(a) breaching or violating ‎Section 5.03(a), that the Board of Directors of the Company determines, after consultation with its outside legal counsel and financial advisors, constitutes a Superior Proposal and the Company shall have otherwise complied in all material respects with the provisions of Section 6.04, (B) the Board of Directors of the Company determines Boards conclude in good faith, after consultation with their outside legal counsel and financial advisor of nationally recognized reputation, constitutes a Superior Proposal, the Boards may, at any time prior to the Closing Date, if they determine in good faith, after consultation with their outside legal counsel, that the failure to take action with respect to such Superior Proposal actions contemplated by clauses (x) and/or (y) below would likely be inconsistent with its the Boards’ fiduciary duties under Applicable Law, (Cx) effect an Adverse Recommendation Change with respect to such Superior Proposal and/or (y) terminate this Agreement pursuant to ‎Section 8.01(d)(i) and simultaneously enter into an Alternative Acquisition Agreement with respect to such Superior Proposal; provided, however, that the Company has previously notified Parent in writing that it intends shall not terminate this Agreement pursuant to take such action the foregoing clause (a “Section 6.04 Notice”y) or ‎Section 8.01(d)(i), and any purported termination pursuant to the foregoing clause (Dy) or ‎Section 8.01(d)(i) shall be void and of no force or effect, unless in advance of or concurrently with such termination the Company pays the Termination Fee and otherwise complies with the provisions of ‎Section 8.01(d)(i) and ‎Section 9.04(a)(i); and provided, further, that the Boards may not effect an Adverse Recommendation Change pursuant to the foregoing clause (x) or terminate this Agreement pursuant to the foregoing clause (y) or ‎Section 8.01(d)(i) unless: (i) the Company shall have made provided prior written notice to Parent, at least five Business Days in advance (the “Superior Proposal Notice Period”), of its intention to effect such an Adverse Recommendation Change (which notice itself shall not constitute an Adverse Recommendation Change) and/or terminate this Agreement to enter into an Alternative Acquisition Agreement with respect to such Superior Proposal, which notice shall identify the Third Party or group making such Superior Proposal, and contain the execution draft of the relevant proposed Alternative Acquisition Agreement (which shall include the financial terms of such Superior Proposal) with the Third Party or group making such Superior Proposal and any other material documents with respect to such Superior Proposal (including any with respect to the financing thereof); and (ii) prior to effecting such Adverse Recommendation Change and/or terminating this Agreement to enter into an Alternative Acquisition Agreement with respect to such Superior Proposal, (A) if requested by Parent, the Company shall have, and shall have caused the Company’s Representatives available to discuss to, during the Superior Proposal Notice Period, negotiate with Parent in good faith with Parent’s Representatives any proposed modifications to make such adjustments in the terms and conditions of this Agreement during the three (3) Business Day period following delivery by the Company so that such Acquisition Proposal ceases to Parent of the Section 6.04 Notice delivered to Parent, (E) if Parent shall have delivered to the Company a written, binding and irrevocable offer capable of being accepted by the Company to alter the terms or conditions of this Agreement during such three (3) Business Day period, the Board of Directors of the Company shall have determined in good faith (after consultation with its outside legal counsel and financial advisors), after considering the terms of such offer by Parent, that the Superior Proposal giving rise to such Section 6.04 Notice continues to be constitute a Superior Proposal, and (FB) Parent shall not have, during the Superior Proposal Notice Period, made a written offer that would, after consideration of such offer by the Boards in good faith and after consultation with their outside legal counsel and financial advisor of nationally recognized reputation, result in the case Boards determining that such Superior Proposal no longer constitutes a Superior Proposal. In the event of clause (y) aboveany amendment to the financial terms or any other material revisions to the Superior Proposal after the start of the Superior Proposal Notice Period, the Company terminates shall be required to deliver a new written notice to Parent pursuant to ‎Section 5.03(e)(i) and to comply with the requirements of this Agreement in accordance with Section 10.01 ‎Section 5.03(e) with respect to such new written notice (d)(iincluding a new Superior Proposal Notice Period), or except the Superior Proposal Notice Period shall be at least three Business Days (iirather than the five Business Days contemplated by ‎Section 5.03(e)(i) above). (f) Notwithstanding anything to the contrary contained in this Agreement, and solely in response to an Intervening Event, the Boards may effect an Adverse Recommendation Change other than in respect of an Acquisition Proposal prior to the Closing Date if (A) the Board of Directors each of the Company Boards determines in good faith, after consultation with their outside legal counselcounsel and financial advisor of nationally recognized reputation, that the failure to effect such Adverse Recommendation Change do so would likely be inconsistent with its the directors’ fiduciary duties under Applicable Law; provided, however, that the Boards may not effect such an Adverse Recommendation Change unless: (B) the Company has previously delivered to Parent a Section 6.04 Notice that it intends to take such action, (Ci) the Company shall have made provided prior written notice to Parent, at least five Business Days in advance (the “Intervening Event Notice Period”), of its intention to effect such an Adverse Recommendation Change (which notice itself shall not constitute an Adverse Recommendation Change), which notice shall specify in reasonable detail such Intervening Event; and (ii) prior to effecting such Adverse Recommendation Change, (A) if requested by Parent, the Company shall have, and shall have caused the Company’s Representatives available to discuss to, during the Intervening Event Notice Period, negotiate with Parent in good faith with Parent’s Representatives any proposed modifications to make such adjustments in the terms and conditions of this Agreement during the three (3) Business Day period following delivery by the Company to Parent of the Section 6.04 Notice delivered to Parentso that an Adverse Recommendation Change is no longer necessary, and (DB) if Parent shall have delivered to not have, during the Company Intervening Event Notice Period, made a writtenwritten offer that that, binding and irrevocable after due consideration of such offer capable of being accepted by the Company to alter the terms or conditions of this Agreement during such three (3) Business Day period, the Board of Directors of the Company shall have determined Boards in good faith, faith and after consultation with their outside legal counsel and after considering the terms financial advisor of such offer by Parentnationally recognized reputation, results in both Boards determining that the failure it would not continue to effect such Adverse Recommendation Change would be likely to be inconsistent with its the director’s fiduciary duties under Applicable LawLaw to not effect the Adverse Recommendation Change. If In the event of any Superior Proposal that is material changes to the subject circumstances applicable to the Intervening Event, after the start of clause (i) of this Section 6.04(e) is revisedthe Intervening Event Notice Period, including any revision to price, then the Company shall be required to deliver a new written notice to Parent a new Section 6.04 Notice pursuant to ‎Section 5.03(f)(i) and again to comply with the requirements of clause (i) of this Section 6.04(e‎Section 5.03(f) with respect to such revised Superior Proposalnew written notice (including a new Intervening Event Notice Period) except the Intervening Event Notice Period shall be at least three Business Days (rather than the five Business Days contemplated by ‎Section 5.03(f)(i) above). (g) The Company shall keep confidential any proposals made by Parent to revise the terms of this Agreement, on each occasion on which a revised Superior Proposal is submitted, provided that other than in connection the event of any amendment to this Agreement and to the extent required by Applicable Law to be disclosed in any Company SEC Documents or otherwise in accordance with each new Section 6.04 Notice the Confidentiality Agreement. (h) No Adverse Recommendation Change shall change the approval of the Boards for purposes of causing any Anti-Takeover Measure to be applicable to the transactions contemplated by this sentenceAgreement or the Tender Agreements. (i) For purposes of this Agreement, each reference “Superior Proposal” means a bona fide, unsolicited written Acquisition Proposal (that has not been withdrawn and that did not result from a breach of the provisions of ‎Section 5.03(a)) to acquire all of the outstanding Shares or all or substantially all of the consolidated assets of the Company and its Subsidiaries, which (a) is not subject to a three financing condition (3) Business Day period in the preceding sentence shall be deemed and if financing is required, such financing is committed, or is reasonably expected to be a reference committed, to the longer Third Party or “group” (as defined in or under Section 13(d) of the 0000 Xxx) making such Acquisition Proposal), (xb) a forty-eight (48) hour period or (y) a period ending on 11:59 p.m. (New York time) is reasonably likely to be consummated on the Business Day following delivery terms and conditions contemplated thereby, and (c) the Boards determine in good faith by a majority vote, after considering the advice of a financial advisor of nationally recognized reputation, is on terms more favorable to the Company’s shareholders and other stakeholders than as provided hereunder, in each case taking into account the various legal, financial and regulatory aspects of the applicable Section 6.04proposal, including the financial and financing terms thereof, the likelihood of consummation in a timely manner, and the identity of the Third Party or group making such proposal.

No Solicitation; Other Offers. (a) Subject to the remainder of this Section 6.04Parent will immediately cease, upon execution of this Agreement, the Company shall, terminate and shall cause its Subsidiaries and its and their respective directors, officers, employees, Affiliates, investment bankers, attorneys, accountants and other advisors or representatives (collectively, “Representatives”) to, immediately cease or cause to be terminated discontinue any and all activities, discussions or negotiations with any Person with respect to any Acquisition Proposal. The Company shall promptly after conducted before the date of this Agreement instruct each Third Party which has heretofore executed a confidentiality agreement relating with respect to an Acquisition Proposal with or for the benefit of the Company to promptly return or destroy all information, documentsany Strawberry Competing Transaction, and materials relating to the Acquisition Proposal or to the Company or its businesseswill promptly, operations or affairs heretofore furnished by the Company or any of its Representatives to such Person or any of its Representatives in accordance with the terms of any confidentiality agreement with such Person. Subject to Section 6.04(b) and Section 6.04(c), from following the execution of this Agreement until Agreement, request the return or destruction (and certification thereof) (as provided in the applicable agreement) of all confidential information provided by or on behalf of Parent to all Persons who have had such discussions or negotiations or who have entered into confidentiality agreements with Parent pertaining to a Strawberry Competing Transaction. (b) Prior to the Effective Time orTime, if earlierParent will not, and will cause its Affiliates and representatives not to, directly or indirectly (i) solicit, initiate, encourage or take any action to facilitate or encourage any inquiries or proposals from, discuss or negotiate with, or provide any non public information to, any Person (other than Apple Holdco and its representatives) relating to any merger, consolidation, share exchange, business combination or other transaction or series of transactions involving Parent that is conditioned on the termination of this Agreement in accordance with Article 10, neither the Company nor any of its Subsidiaries shall, and the Company and its Subsidiaries shall not authorize any of its or their Representatives to, directly or indirectly, (i) solicit, initiate or take any action to knowingly facilitate, encourage or assist, or knowingly induce the making, submission or announcement of, an Acquisition Proposal, (ii) enter into or participate in any discussions or negotiations with, furnish any information relating to the Company or any of its Subsidiaries or afford access to the business, properties, assets, books, records or other information of the Company or any of its Subsidiaries to, otherwise knowingly cooperate in any way with any Third Party that is seeking to make, or has made, or could reasonably be expected to make, an Acquisition Proposal, (iii) approve, adopt, endorse, preclude or recommend an Acquisition Proposal, (iv) fail to make, withhold, withdraw or amend, qualify or modify, in each case in a manner adverse to Parent, or publicly propose to withhold, withdraw or amend, modify or qualify, in each case in a manner adverse to Parent, materially delay the Company Board Recommendation, (v) propose publicly to approve, adopt, endorse or recommend any Acquisition Proposal (any completion of the foregoing in clause Merger (iii), (iv) or (v), whether taken by the Board of Directors of the Company or any committee thereof being referred to as an a “Adverse Recommendation ChangeStrawberry Competing Transaction”), (viii) make an Adverse Recommendation Change, (iii) enter into any agreement in principle, letter of intent, term sheet, merger agreement, acquisition agreement, option stock purchase agreement or other similar instrument contemplating or otherwise relating to an Acquisition Proposala Strawberry Competing Transaction (other than a confidentiality agreement of the type and in the circumstances described in Section 6.10(d)), or (viiiv) take any action propose or agree to make the provisions of any “fair price,” “moratorium,” “control share acquisition,” “business combination” do or other similar anti-takeover statute or regulation inapplicable to any transactions contemplated by an Acquisition Proposal; provided that no action expressly permitted by Section 8.08 with respect to any standstill provision in any agreement to which the Company or propose any of the foregoing. Parent agrees that any failure on the part of its Subsidiaries is a party Affiliates and representatives to comply with this Section 6.10(b) shall constitute be deemed to be a breach of this Section 6.046.10(b) by Parent. (bc) Parent will promptly (and in any event within 24 hours) notify Apple Holdco of its or any of its officers’, directors’ or representatives’ receipt of any inquiry or proposal relating to, a Strawberry Competing Transaction, including the identity of the Person submitting such inquiry or proposal and the terms thereof. (d) Notwithstanding anything contained in Section 6.04(a) this Agreement to the contrary, Parent or its board of directors will be permitted to engage in any discussions or negotiations with, or provide any information to, any Person in response to an unsolicited bona fide written offer regarding a Strawberry Competing Transaction by any such Person (which has not been withdrawn), if at any time prior and only to obtaining the Company Stockholder Approvalextent that, (i) the Company or any of its Representatives Strawberry Stockholder Approval has not been given, (ii) Parent has received a an unsolicited bona fide written Acquisition Proposal that the Board offer regarding a Strawberry Competing Transaction from such third party (which has not been withdrawn) and its board of Directors of the Company reasonably believesdirectors has determined, after consultation with its outside legal counsel and financial advisorsadvisor, constitutes, or in good faith that there is reasonably likely to lead to, a reasonable likelihood that such Strawberry Competing Transaction would constitute a Strawberry Superior Proposal, (iiiii) the Board its board of Directors of the Company determines in good faithdirectors, after consultation with its outside legal counsel, determines in good faith that such action is required by its fiduciary duties, (iv) prior to providing any information or data to any Person in connection with a Strawberry Competing Transaction by any such Person or entering into discussions or negotiations with any Person, it receives from such Person an executed confidentiality agreement containing terms Parent determines to be substantially the failure to take action same (including with respect to standstill provisions, as such Acquisition Proposal would likely be inconsistent with provisions were in effect on the date of execution of the Harbinger Confidentiality Agreement) as the Harbinger Confidentiality Agreement (but permitting the disclosures to Apple Holdco and its fiduciary duties under Applicable Law, (iii) such Acquisition Proposal was not the result of a breach of Affiliates described in this Section 6.04(a) and (iv) the Company provides to Parent in accordance with Section 6.04(d) the information required under Section 6.04(d6.10(d) to be delivered by the Company made to Parent, then, so long as the foregoing conditions in the immediately preceding clauses (i)-(iv) remain satisfied, the Company, directly or indirectly through its Representatives, may (A) engage in negotiations or discussions with such Third Party Apple Holdco and its Representatives Affiliates); provided that (1) such confidentiality agreement may not restrict Parent in any way from complying with respect to the Acquisition ProposalSections 6.8, 6.9 or 6.10, and (B2) furnish Parent advises Apple Holdco of all non public information delivered to such Third Party or its Representatives non-public information relating person concurrently with delivery to the Company or any of its Subsidiaries pursuant to an Acceptable Confidentiality Agreement; provided that the Company shall such person and concurrently provide to Parent any with such delivery also delivers all such information to Apple Holdco that is provided to any such Person which was not previously provided to Apple Holdco, and (v) prior to providing any information or made available data to Parent. (c) In addition, nothing contained herein shall prevent the Company any Person or the Board of Directors of the Company from (i) taking and disclosing to its stockholders a position contemplated by Rule 14d-9 and Rule 14e-2(a) promulgated under the 1934 Act, (ii) making any legally required disclosure to the Company’s stockholders with regard to the transactions contemplated by this Agreement entering into discussions or an Acquisition Proposal (provided that neither the Company nor its Board of Directors may recommend any Acquisition Proposal unless expressly permitted by Section 6.04(e)), (iii) contacting and engaging in discussions negotiations with any person or group and their respective Representatives who has made an Acquisition Proposal that was not the result of a breach of this Person, it complies with Section 6.04 solely for the purpose of clarifying such Acquisition Proposal and the terms thereof or (iv) issuing a “stop, look and listen” disclosure or similar communication of the type contemplated by Rule 14d-9(f) under the 1934 Act; provided, however, that any disclosure of a position contemplated by Rule 14e-2(a) under the 1934 Act other than (A) a “stop, look and listen” communication limited solely to the type contemplated by Rule 14d-9(f) under the 1934 Act, (B) any express rejection of any applicable Acquisition Proposal or (C) any express reaffirmation of the Company Board Recommendation, shall be deemed to be an Adverse Recommendation Change. No change, withdrawal or modification of the Company Board Recommendation shall change the approval of the Board of Directors of the Company for purposes of causing any law (including Section 203 of Delaware Law) to be inapplicable to the Merger and the other transactions contemplated by this Agreement. (d) The Board of Directors of the Company shall not take any of the actions referred to in Section 6.04(b) unless the Company shall have delivered to Parent a prior written notice advising Parent that it intends to take such action. In addition, prior to obtaining the Company Stockholder Approval, the Company shall notify Parent promptly (but in any event within twenty-four (24) hours) orally and in writing after the receipt by the Company (or any of its Representatives) of (i) any Acquisition Proposal, or (ii) any request for information relating to the Company or any of its Subsidiaries or for access to the business, properties, assets, books or records of the Company or any of its Subsidiaries by any Third Party with respect to an actual or potential Acquisition Proposal. The Company shall also provide the identity of the Third Party making, submitting, inquiring about or expressing interest with respect to such Acquisition Proposal (except to the extent disclosure of such identity would breach a confidentiality obligation in effect prior to the execution of this Agreement) and (A) if it is in writing, a copy of such Acquisition Proposal and any related draft agreements and other written material from such Third Party (which, in each case, may be redacted, if necessary, solely to remove the identity of such Third Party in order to comply with a confidentiality obligation in effect prior to the execution of this Agreement) setting forth the terms and conditions of such Acquisition Proposal and (B) if oral, a summary thereof (including the material terms and conditions of the Acquisition Proposal6.10(c). The Company shall Parent will use its commercially reasonable efforts to keep Parent reasonably Apple Holdco and its Affiliates informed on a prompt and timely basis promptly of the status and details of any such Acquisition Proposal and with respect to any change to the material terms of any such Acquisition Proposal within twenty-four (24) hours proposal or offer and the status and terms of any such change. The Company shall not, discussions or negotiations and shall cause its Subsidiaries not to, enter into any contract, arrangement, or commitment will promptly provide Apple Holdco with any Third Party subsequent such written proposal or offer. Parent will promptly inform its directors, officers, key employees, agents and representatives of the obligations undertaken by Parent in this Section 6.10. Nothing in this Section 6.10(d), (x) permits Parent to the date terminate this Agreement or (y) affects any other obligation of Parent or Apple Holdco under this Agreement, and neither the Company nor any of its Subsidiaries is or shall become party to any contract, arrangement, or commitment, in each case, that prohibits the Company from providing such information to Parent. (e) Notwithstanding anything contained in this Agreement to the contrarycontrary (but subject to the next sentence), prior Parent’s board of directors shall be permitted to obtaining the Company Stockholder Approval, the Board of Directors of the Company may (i) (x) effect an Adverse Recommendation Change if (i) Parent shall not have received the Strawberry Stockholder Approval, (ii) Parent has received an unsolicited bona fide written offer regarding a Strawberry Competing Transaction from a third party, (iii) Parent’s board of directors has determined in respect of an Acquisition Proposal, or good faith by a majority vote (yafter consultation with its outside counsel and its financial advisor) enter into an agreement providing for a transaction that such Strawberry Competing Transaction constitutes a Superior Proposal, if (Aiv) the Company shall have received an Acquisition Proposal that was not the result Parent’s board of a breach of Section 6.04(a) that the Board of Directors of the Company determinesdirectors, after consultation with its outside legal counsel and financial advisorscounsel, constitutes a Superior Proposal and the Company shall have otherwise complied in all material respects with the provisions of Section 6.04, (B) the Board of Directors of the Company determines in good faith, after consultation with outside legal counsel, faith by a majority vote that the failure to take such action with respect to such Superior Proposal would likely be inconsistent with is required by its fiduciary duties under Applicable Lawapplicable Law and (v) Parent has complied with the terms of this Section 6.10. However, Parent’s board of directors shall nevertheless not make such an Adverse Recommendation Change, unless, (Cx) the Company has previously notified Parent promptly notifies Apple Holdco, in writing that it intends at least four (4) Business Days before taking such action, of its intention to take make an Adverse Recommendation Change and attaching the most current version of any proposed agreement (including any schedules, exhibits and annexes thereto) and a detailed summary of all material terms of any such action proposal and the identity of the offeror (a an “Section 6.04 ARC Notice”), and (Dy) the Company shall have made Apple Holdco does not propose, within such four (4) Business Days after its Representatives available to discuss in good faith with Parent’s Representatives any proposed modifications receipt of such ARC Notice, such adjustments to the terms and conditions of this Agreement during the three (3) Business Day period following delivery by the Company as would enable Parent’s board of directors to Parent of the Section 6.04 Notice delivered to Parent, (E) if Parent shall have delivered to the Company a written, binding and irrevocable offer capable of being accepted by the Company to alter the terms or conditions of this Agreement during such three (3) Business Day period, the Board of Directors of the Company shall have determined determine in good faith (after consultation with its outside legal counsel and its financial advisors), after considering advisor) that such proposal is at least as favorable in the terms aggregate (taking into account all of the factors and other aspects of such offer by Parent, that proposal included in the Superior Proposal giving rise to such Section 6.04 Notice continues to be a definition of Strawberry Superior Proposal, and (F) in the case of clause (y) above, the Company terminates this Agreement in accordance with Section 10.01 (d)(i), or (ii) effect an Adverse Recommendation Change other than in respect of an Acquisition Proposal if (A) the Board of Directors of the Company determines in good faith, after consultation with outside legal counsel, that the failure to effect such Adverse Recommendation Change would likely be inconsistent with its fiduciary duties under Applicable Law, (B) the Company has previously delivered to Parent a Section 6.04 Notice that it intends to take such action, (C) the Company shall have made its Representatives available to discuss in good faith with Parent’s Representatives any proposed modifications to the terms and conditions of this Agreement during the three (3) Business Day period following delivery by the Company to Parent of the Section 6.04 Notice delivered to Parent, and (D) if Parent shall have delivered to the Company a written, binding and irrevocable offer capable of being accepted by the Company to alter the terms or conditions of this Agreement during Strawberry Stockholders as such three (3) Business Day period, the Board of Directors of the Company shall have determined in good faith, after consultation with outside legal counsel and after considering the terms of such offer by Parent, that the failure to effect such Adverse Recommendation Change would likely be inconsistent with its fiduciary duties under Applicable Law. If any Superior Proposal that is the subject of clause (i) of this Section 6.04(e) is revised, including any revision to price, then the Company shall deliver to Parent a new Section 6.04 Notice and again comply with the requirements of clause (i) of this Section 6.04(e) with respect to such revised Strawberry Superior Proposal, on each occasion on which . Any material amendment to any offer regarding a revised Superior Proposal is submitted, provided that in connection with each new Section 6.04 Notice contemplated by this sentence, each reference to a three (3) Business Day period in the preceding sentence shall Strawberry Competing Transaction will be deemed to be a reference new offer regarding a Strawberry Competing Transaction for purposes of re-starting the four (4) Business Day clock described in the preceding sentence. (f) For purposes of this Agreement, “Strawberry Superior Proposal” means a bona fide written offer regarding a Strawberry Competing Transaction (i) made by a Person other than a party hereto or its controlled Affiliates which the board of directors of Parent concludes, after consultation with its financial advisor and following receipt of the advice of its outside counsel, is more favorable (taking into account the terms and conditions thereof) from a financial point of view to the longer of Strawberry Stockholders than the transactions contemplated hereby (xincluding any alterations to this Agreement proposed by Apple Holdco in response thereto) a forty-eight and (48ii) hour period or (y) a period ending on 11:59 p.m. (New York time) on the Business Day following delivery of the applicable Section 6.04is reasonably likely to be consummated.

No Solicitation; Other Offers. (a) Subject to the remainder Neither Vodavi nor any of this Section 6.04, upon execution of this Agreement, the Company its Subsidiaries shall, and nor shall cause Vodavi or any of its Subsidiaries and authorize or permit any of its and or their respective officers, directors, officers, employees, Affiliates, investment bankers, attorneys, accountants and or other agents, representatives or advisors or representatives (collectively, the “Vodavi Representatives”) to, immediately cease or cause to be terminated any and all activities, discussions or negotiations with any Person with respect to any Acquisition Proposal. The Company shall promptly after the date of this Agreement instruct each Third Party which has heretofore executed a confidentiality agreement relating to an Acquisition Proposal with or for the benefit of the Company to promptly return or destroy all information, documents, and materials relating to the Acquisition Proposal or to the Company or its businesses, operations or affairs heretofore furnished by the Company or any of its Representatives to such Person or any of its Representatives in accordance with the terms of any confidentiality agreement with such Person. Subject to Section 6.04(b) and Section 6.04(c), from the execution of this Agreement until the Effective Time or, if earlier, the termination of this Agreement in accordance with Article 10, neither the Company nor any of its Subsidiaries shall, and the Company and its Subsidiaries shall not authorize any of its or their Representatives to, directly or indirectly, (i) solicit, initiate or take any action to initiate, knowingly facilitate, encourage or assist, facilitate or knowingly induce encourage the making, submission or announcement of, an of any Acquisition Proposal, (ii) enter into or participate in any discussions or negotiations with, furnish any non-public information relating to the Company Vodavi or any of its Subsidiaries to or afford access to the business, properties, assets, books, books or records or other information of the Company Vodavi or any of its Subsidiaries to, otherwise knowingly cooperate in any way with to any Third Party that is seeking to make, or has made, or could reasonably be expected has informed Vodavi that it is seeking to make, an Acquisition Proposal, (iii) approve, adopt, endorse, grant any Third Party waiver or recommend an Acquisition Proposal, release under any standstill or similar agreement with respect to any class of equity securities of Vodavi or any of its Subsidiaries or (iv) fail to make, withhold, withdraw or amend, qualify or modify, in each case in a manner adverse to Parent, or publicly propose to withhold, withdraw or amend, modify or qualify, in each case in a manner adverse to Parent, the Company Board Recommendation, (v) propose publicly to approve, adopt, endorse or recommend any Acquisition Proposal (any of the foregoing in clause (iii), (iv) or (v), whether taken by the Board of Directors of the Company or any committee thereof being referred to as an “Adverse Recommendation Change”), (vi) enter into any agreement (except for confidentiality agreements, referred to in principle, letter of intent, term sheet, merger agreement, acquisition agreement, option agreement or other similar instrument contemplating or otherwise relating Section 6.04(b)) with any Third Party with respect to an Acquisition ProposalProposal made by such Third Party, or (vii) take any action other agreement, arrangement or understanding requiring it to make abandon, terminate or fail to consummate the provisions of any “fair price,” “moratorium,” “control share acquisition,” “business combination” or other similar anti-takeover statute or regulation inapplicable to any transactions contemplated by an Acquisition Proposal; provided that no action expressly permitted by Section 8.08 with respect to any standstill provision in any agreement to which the Company Merger or any of its Subsidiaries is a party shall constitute a breach of this Section 6.04. (b) Notwithstanding anything contained in Section 6.04(a) to the contrary, if at any time prior to obtaining the Company Stockholder Approval, (i) the Company or any of its Representatives has received a bona fide written Acquisition Proposal that the Board of Directors of the Company reasonably believes, after consultation with its outside legal counsel and financial advisors, constitutes, or is reasonably likely to lead to, a Superior Proposal, (ii) the Board of Directors of the Company determines in good faith, after consultation with outside legal counsel, that the failure to take action with respect to such Acquisition Proposal would likely be inconsistent with its fiduciary duties under Applicable Law, (iii) such Acquisition Proposal was not the result of a breach of Section 6.04(a) and (iv) the Company provides to Parent in accordance with Section 6.04(d) the information required under Section 6.04(d) to be delivered by the Company to Parent, then, so long as the foregoing conditions in the immediately preceding clauses (i)-(iv) remain satisfied, the Company, directly or indirectly through its Representatives, may (A) engage in negotiations or discussions with such Third Party and its Representatives with respect to the Acquisition Proposal, and (B) furnish to such Third Party or its Representatives non-public information relating to the Company or any of its Subsidiaries pursuant to an Acceptable Confidentiality Agreement; provided that the Company shall concurrently provide to Parent any such information that is provided to any such Person which was not previously provided to or made available to Parent. (c) In addition, nothing contained herein shall prevent the Company or the Board of Directors of the Company from (i) taking and disclosing to its stockholders a position contemplated by Rule 14d-9 and Rule 14e-2(a) promulgated under the 1934 Act, (ii) making any legally required disclosure to the Company’s stockholders with regard to the transactions contemplated by this Agreement or an Acquisition Proposal (provided that neither the Company nor its Board of Directors may recommend any Acquisition Proposal unless expressly permitted by Section 6.04(e)), (iii) contacting and engaging in discussions with any person or group and their respective Representatives who has made an Acquisition Proposal that was not the result of a breach of this Section 6.04 solely for the purpose of clarifying such Acquisition Proposal and the terms thereof or (iv) issuing a “stop, look and listen” disclosure or similar communication of the type contemplated by Rule 14d-9(f) under the 1934 Act; provided, however, that any disclosure of a position contemplated by Rule 14e-2(a) under the 1934 Act other than (A) a “stop, look and listen” communication limited solely to the type contemplated by Rule 14d-9(f) under the 1934 Act, (B) any express rejection of any applicable Acquisition Proposal or (C) any express reaffirmation of the Company Board Recommendation, shall be deemed to be an Adverse Recommendation Change. No change, withdrawal or modification of the Company Board Recommendation shall change the approval of the Board of Directors of the Company for purposes of causing any law (including Section 203 of Delaware Law) to be inapplicable to the Merger and the other transactions contemplated by this Agreement. (db) Notwithstanding anything to the contrary contained in this Agreement, Vodavi (through one or more of the Vodavi Representatives) or its Board of Directors may, prior to the Vodavi Stockholder Approval, (i) engage in negotiations or discussions with any Third Party (or with the representatives of any Third Party) that has made an Acquisition Proposal not solicited in violation of Section 6.03(a) if such Acquisition Proposal constitutes or could reasonably be expected to lead to a Superior Proposal (such Third Party, a “Qualified Third Party”), (ii) furnish to such Qualified Third Party or its representatives non-public information relating to Vodavi or any of its Subsidiaries pursuant to an executed confidentiality agreement containing customary nondisclosure provisions (which need not include “standstill” or similar provisions), (iii) grant a waiver or release under any standstill or similar agreement with respect to any class of equity securities of Vodavi or any of its Subsidiaries, (iv) withdraw the Vodavi Board Recommendation or modify the Vodavi Board Recommendation in a manner adverse to Vertical (any such action, a “Change in Recommendation”), (v) terminate this Agreement pursuant to and subject to the terms of Section 9.01(d) and/or (vi) take any action that any court of competent jurisdiction orders Vodavi, one or more of the Vodavi Representatives or the Board of Directors of Vodavi to take, but in each case referred to in the foregoing clauses (iii), (iv) and (v) only if the Board of Directors of Vodavi determines in good faith by a majority vote, after consultation with its outside legal counsel, that failure to take such action would be reasonably likely to result in a breach of its fiduciary duties under applicable Law. Nothing contained herein shall prevent the Board of Directors of Vodavi from complying with Rule 14e-2(a), Rule 14d-9 and Item 1012(a) of Regulation M-A under the 1934 Act with regard to an Acquisition Proposal; provided that the Board of Directors of Vodavi shall not recommend that Vodavi’s stockholders tender shares of capital stock in connection with any tender or exchange offer unless such Board of Directors shall have determined in good faith by a majority vote, after consultation with its outside legal counsel, that failure to make such recommendation would be reasonably likely to result in a breach of its fiduciary duties under applicable Law. (c) The Board of Directors of the Company Vodavi shall not take any of the actions referred to in Section 6.04(bclauses (i) through (vi) of the preceding subsection unless the Company Vodavi shall have delivered to Parent Vertical a prior written notice advising Parent Vertical that it intends to take such action. In addition, prior to obtaining the Company Stockholder Approval, the Company Vodavi shall notify Parent Vertical promptly (but in any no event within twenty-four (24) later than 24 hours) orally and in writing after an officer or director first obtains Knowledge of the receipt by the Company Vodavi (or any of its the Vodavi Representatives) of (i) any Acquisition Proposal, any inquiry that would reasonably be expected to lead to an Acquisition Proposal, or (ii) any request for confidential information relating to the Company Vodavi or any of its Subsidiaries or for access to the business, properties, assets, books or records of the Company Vodavi or any of its Subsidiaries by any Third Party with respect to that has informed Vodavi that it is considering making, or has made, an actual or potential Acquisition Proposal. The Company Vodavi shall also provide such notice orally and in writing and shall, to the identity of extent known, identify the Third Party making, submitting, inquiring about or expressing interest with respect to such Acquisition Proposal (except to the extent disclosure of such identity would breach a confidentiality obligation in effect prior to the execution of this Agreement) and (A) if it is in writing, a copy of such Acquisition Proposal and any related draft agreements and other written material from such Third Party (which, in each case, may be redacted, if necessary, solely to remove the identity of such Third Party in order to comply with a confidentiality obligation in effect prior to the execution of this Agreement) setting forth the terms and conditions of such Acquisition Proposal and (B) if oral, a summary thereof (including the material terms and conditions of the of, any such Acquisition Proposal), inquiry or request. The Company Vodavi shall promptly provide Vertical with any non-public information concerning Vodavi’s business, present or future performance, financial condition or results of operations, provided to any Qualified Third Party after the date of this Agreement in connection with an Acquisition Proposal made by such Third Party that was not previously provided to Vertical. Vodavi shall keep Parent Vertical promptly and reasonably informed informed, on a prompt and timely basis reasonably current basis, of the status and material details of any such Acquisition Proposal and with respect to any change to the material terms of any such Acquisition Proposal within twenty-four (24) hours of any such changeProposal, inquiry or request. The Company shall notVodavi shall, and shall cause its Subsidiaries not and the Vodavi Representatives to, enter into cease immediately and cause to be terminated any contractand all existing activities, arrangementdiscussions or negotiations, or commitment if any, with any Third Party subsequent with respect to any Acquisition Proposal and shall instruct any such Third Party (or its agents or advisors) in possession of confidential information about Vodavi that was furnished by or on behalf of Vodavi with respect to any Acquisition Proposal within the six months prior to the date of this Agreement, and neither the Company nor any of its Subsidiaries is hereof to return or shall become party to any contract, arrangement, or commitment, in each case, that prohibits the Company from providing destroy all such information to Parentinformation. (e) Notwithstanding anything contained in this Agreement to the contrary, prior to obtaining the Company Stockholder Approval, the Board of Directors of the Company may (i) (x) effect an Adverse Recommendation Change in respect of an Acquisition Proposal, or (y) enter into an agreement providing for a transaction that constitutes a Superior Proposal, if (A) the Company shall have received an Acquisition Proposal that was not the result of a breach of Section 6.04(a) that the Board of Directors of the Company determines, after consultation with its outside legal counsel and financial advisors, constitutes a Superior Proposal and the Company shall have otherwise complied in all material respects with the provisions of Section 6.04, (B) the Board of Directors of the Company determines in good faith, after consultation with outside legal counsel, that the failure to take action with respect to such Superior Proposal would likely be inconsistent with its fiduciary duties under Applicable Law, (C) the Company has previously notified Parent in writing that it intends to take such action (a “Section 6.04 Notice”), (D) the Company shall have made its Representatives available to discuss in good faith with Parent’s Representatives any proposed modifications to the terms and conditions of this Agreement during the three (3) Business Day period following delivery by the Company to Parent of the Section 6.04 Notice delivered to Parent, (E) if Parent shall have delivered to the Company a written, binding and irrevocable offer capable of being accepted by the Company to alter the terms or conditions of this Agreement during such three (3) Business Day period, the Board of Directors of the Company shall have determined in good faith (after consultation with its outside legal counsel and financial advisors), after considering the terms of such offer by Parent, that the Superior Proposal giving rise to such Section 6.04 Notice continues to be a Superior Proposal, and (F) in the case of clause (y) above, the Company terminates this Agreement in accordance with Section 10.01 (d)(i), or (ii) effect an Adverse Recommendation Change other than in respect of an Acquisition Proposal if (A) the Board of Directors of the Company determines in good faith, after consultation with outside legal counsel, that the failure to effect such Adverse Recommendation Change would likely be inconsistent with its fiduciary duties under Applicable Law, (B) the Company has previously delivered to Parent a Section 6.04 Notice that it intends to take such action, (C) the Company shall have made its Representatives available to discuss in good faith with Parent’s Representatives any proposed modifications to the terms and conditions of this Agreement during the three (3) Business Day period following delivery by the Company to Parent of the Section 6.04 Notice delivered to Parent, and (D) if Parent shall have delivered to the Company a written, binding and irrevocable offer capable of being accepted by the Company to alter the terms or conditions of this Agreement during such three (3) Business Day period, the Board of Directors of the Company shall have determined in good faith, after consultation with outside legal counsel and after considering the terms of such offer by Parent, that the failure to effect such Adverse Recommendation Change would likely be inconsistent with its fiduciary duties under Applicable Law. If any Superior Proposal that is the subject of clause (i) of this Section 6.04(e) is revised, including any revision to price, then the Company shall deliver to Parent a new Section 6.04 Notice and again comply with the requirements of clause (i) of this Section 6.04(e) with respect to such revised Superior Proposal, on each occasion on which a revised Superior Proposal is submitted, provided that in connection with each new Section 6.04 Notice contemplated by this sentence, each reference to a three (3) Business Day period in the preceding sentence shall be deemed to be a reference to the longer of (x) a forty-eight (48) hour period or (y) a period ending on 11:59 p.m. (New York time) on the Business Day following delivery of the applicable Section 6.04

No Solicitation; Other Offers. (a) Subject to the remainder of this Section 6.04The Company shall not, upon execution of this Agreement, the Company shall, and shall cause its Subsidiaries and its and their its Subsidiaries respective directors, officers, employees, Affiliates, investment bankers, attorneys, accountants directors and other advisors or representatives (collectively, “Representatives”) employees not to, immediately cease or and shall direct and use reasonable best efforts to cause to be terminated any and all activities, discussions or negotiations with any Person with respect to any Acquisition Proposal. The Company shall promptly after the date of this Agreement instruct each Third Party which has heretofore executed a confidentiality agreement relating to an Acquisition Proposal with or for the benefit of the Company to promptly return or destroy all information, documents, and materials relating to the Acquisition Proposal or to the Company or its businesses, operations or affairs heretofore furnished by the Company or any of its Representatives to such Person or any of its Representatives in accordance with the terms of any confidentiality agreement with such Person. Subject to Section 6.04(b) and Section 6.04(c), from the execution of this Agreement until the Effective Time or, if earlier, the termination of this Agreement in accordance with Article 10, neither the Company nor any of its Subsidiaries shall, and the Company and its Subsidiaries shall not authorize any of its or their Representatives to, directly or indirectly, : (i) solicit, initiate initiate, propose, induce, or take any action to knowingly facilitate, encourage assist or assistencourage, any Acquisition Proposal or knowingly induce the makingany offer, submission proposal, inquiry or announcement of, indication of interest that could reasonably be expected to lead to an Acquisition Proposal, ; (ii) enter into or participate in any discussions or negotiations with, furnish disclose any information relating to the Company or any of its Subsidiaries Subsidiaries, or afford access to the business, properties, assets, books, books or records or other information of the Company to any Person in relation to any Acquisition Proposal or any offer, proposal, inquiry or indication of its Subsidiaries to, otherwise knowingly cooperate in any way with any Third Party interest that is seeking to make, or has made, or could reasonably be expected to make, lead to an Acquisition Proposal, ; (iii) approveconduct, adopt, endorse, participate or recommend engage in discussions or negotiations with any Person with respect to an Acquisition ProposalProposal or any offer, (iv) fail proposal, inquiry or indication of interest that could reasonably be expected to make, withhold, withdraw or amend, qualify or modify, in each case in a manner adverse lead to Parent, or publicly propose to withhold, withdraw or amend, modify or qualify, in each case in a manner adverse to Parent, the Company Board Recommendation, (v) propose publicly to approve, adopt, endorse or recommend any an Acquisition Proposal (any for the avoidance of doubt, it being understood that the foregoing in clause (iii), (iv) or (v), whether taken by the Board of Directors of shall not prohibit the Company or any committee thereof being referred Company Representatives from making a communication that does no more than make such Person aware of the restrictions of this Section 6.03); (iv) terminate, waive, amend or modify any provision of, or grant permission under, any standstill, confidentiality agreement or similar Contract to as which the Company or any Subsidiary of the Company is a party; (v) approve any transaction under, or any third person becoming an “Adverse Recommendation Change”interested shareholder” under, Section 778 of the MBCA (except a transaction involving Parent, Merger Subsidiary or their respective Affiliates), ; or (vi) enter into into, any agreement in principlemerger agreement, letter of intent, term sheet, merger agreement in principle, memorandum of understanding, share purchase agreement, acquisition asset purchase agreement, share exchange agreement, option agreement, joint venture agreement, partnership agreement or other similar instrument contemplating Contract constituting, relating to or that is intended to or is reasonably likely to lead to an Acquisition Proposal (an “Alternative Acquisition Agreement”), or enter into any Contract or agreement in principle requiring the Company to abandon, terminate or fail to consummate the Transactions, or resolve or agree to take any of the foregoing actions. Notwithstanding Section 6.03(a)(iv), if the Board of Directors determines in good faith, after consultation with its outside legal counsel, that any failure to do so would be inconsistent with its fiduciary duties under applicable law, the Company shall be permitted on a confidential basis, upon written request by a relevant party to a standstill, confidentiality agreement or similar Contract to release or waive any standstill obligations solely to the extent necessary to permit the party referred to therein to submit an Acquisition Proposal to the Board of Directors on a confidential basis. The Company shall provide prior written notice to Parent of any waiver or release of any standstill by the Company, including disclosure of the identities of the parties thereto and circumstances relating thereto, and shall otherwise relating comply with the provisions of this Section 6.03 with respect to any Acquisition Proposal of or from such party. (b) The Company shall, and shall cause its Subsidiaries to, and shall direct the Company Representatives to, cease immediately and cause to be terminated immediately all activities, solicitation, encouragement, discussions and negotiations, if any, with any Persons conducted prior to the date hereof with respect to any Acquisition Proposal or any offer, proposal, inquiry or indication of interest that could reasonably be expected to lead to an Acquisition Proposal, and, promptly after the execution and delivery of this Agreement, demand the return or (vii) take destruction of all confidential information provided by or on behalf of the Company or any action to make Subsidiary of the provisions of any “fair price,” “moratorium,” “control share acquisition,” “business combination” or other similar anti-takeover statute or regulation inapplicable Company to any transactions contemplated by an Acquisition Proposal; provided that no action expressly permitted by Person prior to the date hereof. (c) Notwithstanding Section 8.08 with respect 6.03(a), prior to the time the Company Requisite Vote is obtained, the Company may negotiate or otherwise engage in discussions with, furnish nonpublic information to, and terminate, waive, amend or modify any standstill provision in any standstill, confidentiality agreement or similar Contract to which the Company or any Subsidiary of its Subsidiaries the Company is a party shall constitute with any Person in response to a breach of this Section 6.04. (b) Notwithstanding anything contained in Section 6.04(a) to bona fide, unsolicited written Acquisition Proposal made by such Person following the contrary, date hereof that has not been withdrawn if at any time prior to obtaining the Company Stockholder Approval, (i) the Company or any of its Representatives has received a bona fide written Acquisition Proposal that the Board of Directors of the Company reasonably believes, determines in good faith after consultation with its outside legal counsel and financial advisors, constitutes, or is the Company Financial Advisor that such Acquisition Proposal would reasonably likely be expected to lead to, result in a Superior Proposal, Proposal and (ii) such Person executes a confidentiality agreement no less favorable to the Company than the Confidentiality Agreement (a copy of which confidentiality agreement shall be promptly provided for informational purposes only to Parent); provided that (A) the Company did not receive such Acquisition Proposal in connection with or as a result of a breach or violation of the terms of this Section 6.03; (B) prior to taking any action under this Section 6.03(c), the Company has provided Parent with the notice described in Section 6.03(d); and (C) contemporaneously with furnishing any information to such Person (or such Person’s representatives), the Company furnishes such information to Parent (to the extent such information has not been previously furnished by the Company to Parent). Notwithstanding the foregoing, the Board of Directors may only take the actions described in this Section 6.03(c) if the Board of the Company Directors determines in good faith, after consultation with outside legal counsel, that the failure to take such action with respect to such Acquisition Proposal would likely be inconsistent with its fiduciary duties under Applicable applicable Law, (iii) such Acquisition Proposal was not the result of a breach of Section 6.04(a) and (iv) the Company provides to Parent in accordance with Section 6.04(d) the information required under Section 6.04(d) to be delivered by the Company to Parent, then, so long as the foregoing conditions in the immediately preceding clauses (i)-(iv) remain satisfied, the Company, directly or indirectly through its Representatives, may (A) engage in negotiations or discussions with such Third Party and its Representatives with respect to the Acquisition Proposal, and (B) furnish to such Third Party or its Representatives non-public information relating to the Company or any of its Subsidiaries pursuant to an Acceptable Confidentiality Agreement; provided that the Company shall concurrently provide to Parent any such information that is provided to any such Person which was not previously provided to or made available to Parent. (c) In addition, nothing contained herein shall prevent the Company or the Board of Directors of the Company from (i) taking and disclosing to its stockholders a position contemplated by Rule 14d-9 and Rule 14e-2(a) promulgated under the 1934 Act, (ii) making any legally required disclosure to the Company’s stockholders with regard to the transactions contemplated by this Agreement or an Acquisition Proposal (provided that neither the Company nor its Board of Directors may recommend any Acquisition Proposal unless expressly permitted by Section 6.04(e)), (iii) contacting and engaging in discussions with any person or group and their respective Representatives who has made an Acquisition Proposal that was not the result of a breach of this Section 6.04 solely for the purpose of clarifying such Acquisition Proposal and the terms thereof or (iv) issuing a “stop, look and listen” disclosure or similar communication of the type contemplated by Rule 14d-9(f) under the 1934 Act; provided, however, that any disclosure of a position contemplated by Rule 14e-2(a) under the 1934 Act other than (A) a “stop, look and listen” communication limited solely to the type contemplated by Rule 14d-9(f) under the 1934 Act, (B) any express rejection of any applicable Acquisition Proposal or (C) any express reaffirmation of the Company Board Recommendation, shall be deemed to be an Adverse Recommendation Change. No change, withdrawal or modification of the Company Board Recommendation shall change the approval of the Board of Directors of the Company for purposes of causing any law (including Section 203 of Delaware Law) to be inapplicable to the Merger and the other transactions contemplated by this Agreement. (d) The Board of Directors of the Company shall not take any of the actions referred to in Section 6.04(b) unless the Company shall have delivered to Parent a prior written notice advising Parent that it intends to take such action. In addition, prior to obtaining the Company Stockholder Approval, the Company shall notify Parent promptly (but in any event within twenty-four (24) no case later than 36 hours) orally and in writing after the receipt by the Company (or any of its Representativesi) notify Parent of (iA) any Acquisition Proposal, (B) any offer, proposal, inquiry or indication of interest that could reasonably be expected to lead to an Acquisition Proposal, (iiC) any request for nonpublic information relating to the Company or any of its Subsidiaries or for access to the business, properties, assets, books or records of the Company or any of its Subsidiaries by any Third Party Subsidiaries; (ii) provide Parent with respect to an actual or potential Acquisition Proposal. The Company shall also provide the identity of the Third Party making, submitting, inquiring about or expressing interest with respect to Person making such Acquisition Proposal, offer, proposal, inquiry or indication of interest or request; (iii) provide Parent with a copy of any written Acquisition Proposal, offer, proposal, inquiry or indication of interest (or amendments or supplements thereto or any other written communications between the Company and the Person making the Acquisition Proposal (except to the extent disclosure of or such identity would breach a confidentiality obligation in effect prior to the execution of this AgreementPerson’s representatives) and (A) or, if it is not in writing, a copy written description of the material terms thereof; (iv) keep Parent reasonably informed of the status of any discussions or negotiations with such Acquisition Proposal a third party and any related draft agreements and other written material from such Third Party (which, in each case, may be redacted, if necessary, solely changes to remove the identity of such Third Party in order to comply with a confidentiality obligation in effect prior to the execution of this Agreement) setting forth the terms and conditions of such Acquisition Proposal and (B) if oral, a summary thereof (including the material terms and conditions of the Acquisition Proposal). The Company shall keep Parent reasonably informed on a prompt and timely basis of the status and details of any such Acquisition Proposal Proposal, offer, proposal, offer or indication of interest; and with respect (v) deliver to any change to the material terms Parent a copy of any information delivered to such Acquisition Proposal within twenty-four (24) hours of any such changePerson that has not previously been delivered by the Company to Parent. The Company shall not, and shall cause its Subsidiaries not to, enter into any contract, arrangement, or commitment Contract with any Third Party subsequent to the date of this Agreement, and neither the Company nor any of its Subsidiaries is or shall become party to any contract, arrangement, or commitment, in each case, Person that prohibits the Company from providing such the information described in Section 6.03(c) or this Section 6.03(d) to Parent. (e) Notwithstanding anything contained Except as expressly permitted by Section 6.03(f) and Section 6.03(g), neither the Board of Directors nor any committee thereof shall: (i) withhold, withdraw, qualify or modify in a manner adverse to Parent (or publicly propose to withhold, withdraw, qualify or modify) the Company Recommendation; (ii) take any action not explicitly permitted by this Agreement that would be inconsistent with its approval of the Merger; (iii) approve or recommend, or publicly propose to approve or recommend, any Acquisition Proposal; (iv) within ten (10) Business Days of the contrarypublic announcement of the commencement of a tender offer or exchange offer for Shares that constitutes an Acquisition Proposal by a person other than Parent or any of its Subsidiaries, prior fail to obtaining file a Schedule 14D-9 pursuant to Rule 14e-2 and Rule 14d-9 promulgated under the 1934 Act recommending that the holders of Common Shares reject such Acquisition Proposal and not tender any Shares into such tender offer or exchange offer; (v) approve or recommend, or publicly declare advisable or publicly propose to enter into, or cause the Company Stockholder Approvalto enter into, any Alternative Acquisition Agreement or any Contract or agreement in principle requiring the Company to abandon, terminate or fail to consummate the Transactions; or (vi) fail to include the Company Recommendation in the Proxy Statement (any action described in the foregoing clauses (i) through this (vi), even if permitted by Section 6.03(f) or Section 6.03(g), being referred to as an “Adverse Recommendation Change”); (f) Notwithstanding Section 6.03(e), the Board of Directors may, at any time prior to receipt of the Company may (i) (x) effect Requisite Vote and in response to a bona fide written Superior Proposal received by the Board of Directors after the date of this Agreement that did not arise from a breach of the obligations set forth in this Section 6.03, make an Adverse Recommendation Change in respect of or terminate this Agreement pursuant to Section 10.01(c)(i) to enter into an Alternative Acquisition Agreement, but only if, prior to taking such action: (i) the Company has received an Acquisition Proposal, or (y) enter into an agreement providing for a transaction that constitutes a Superior Proposal, if (A) the Company shall have received an Acquisition Proposal that was not the result of a breach of Section 6.04(a) that and the Board of Directors of the Company determines, after consultation with its outside legal counsel and financial advisors, constitutes a Superior Proposal and the Company shall have otherwise complied in all material respects with the provisions of Section 6.04, (B) the Board of Directors of the Company determines in good faith, after consultation with outside legal counsel, that the failure to take action with respect to such Superior Proposal would likely be inconsistent with its fiduciary duties under Applicable Law, (C) the Company has previously notified Parent in writing that it intends to take such action (a “Section 6.04 Notice”), (D) the Company shall have made its Representatives available to discuss in good faith with Parent’s Representatives any proposed modifications to the terms and conditions of this Agreement during the three (3) Business Day period following delivery by the Company to Parent of the Section 6.04 Notice delivered to Parent, (E) if Parent shall have delivered to the Company a written, binding and irrevocable offer capable of being accepted by the Company to alter the terms or conditions of this Agreement during such three (3) Business Day period, the Board of Directors of the Company shall have determined in good faith (after consultation with its outside legal counsel and financial advisors), after considering the terms of such offer by Parent, that the Superior Proposal giving rise to such Section 6.04 Notice continues to be a Superior Proposal, and (F) in the case of clause (y) above, the Company terminates this Agreement in accordance with Section 10.01 (d)(i), or (ii) effect an Adverse Recommendation Change other than in respect of an Acquisition Proposal if (A) the Board of Directors of the Company determines in good faith, after consultation with outside legal counsel, that the failure to effect such Adverse Recommendation Change would likely be inconsistent with its fiduciary duties under Applicable Law, (B) the Company has previously delivered to Parent a Section 6.04 Notice that it intends to take such action, (C) the Company shall have made its Representatives available to discuss in good faith with Parent’s Representatives any proposed modifications to the terms and conditions of this Agreement during the three (3) Business Day period following delivery by the Company to Parent of the Section 6.04 Notice delivered to Parent, and (D) if Parent shall have delivered to the Company a written, binding and irrevocable offer capable of being accepted by the Company to alter the terms or conditions of this Agreement during such three (3) Business Day period, the Board of Directors of the Company shall have determined in good faith, after consultation with outside legal counsel and the Company Financial Advisor, that such Acquisition Proposal is a Superior Proposal; (ii) the Board of Directors has determined in good faith, after considering the terms of such offer by Parentconsultation with its outside legal counsel, that the failure to effect take such Adverse Recommendation Change action would likely be inconsistent with its fiduciary duties under Applicable applicable Law. If any Superior Proposal that is the subject of clause ; (iiii) of this Section 6.04(e) is revised, including any revision to price, then the Company shall have provided prior written notice to Parent, at least four (4) Business Days in advance of such Adverse Recommendation Change or termination of this Agreement (the “Superior Proposal Notice Period”) or its intent to effect such an Adverse Recommendation Change (which notice itself shall not constitute an Adverse Recommendation Change) or to terminate this Agreement to enter into an Alternative Acquisition Agreement implementing such Superior Proposal, which notice shall specify the basis upon which the Board of Directors intends to effect such Adverse Recommendation Change or terminate this Agreement and the material terms and conditions of such Superior Proposal (and the identity of the Person or group making such Superior Proposal), and shall have contemporaneously provided the execution draft of the relevant proposed definitive transaction agreements with the Person making such Superior Proposal and other material documents with respect to such Superior Proposal (including any with respect to the financing thereof); and (iv) prior to effecting such Adverse Recommendation Change or terminating this Agreement to enter into an Alternative Acquisition Agreement implementing such Superior Proposal, (A) if requested by Parent, during the Superior Proposal Notice Period, the Company shall have negotiated, and shall have caused the Company Representatives to negotiate, with Parent in good faith to enable Parent to make such adjustments in the terms and conditions of this Agreement such that such Acquisition Proposal would cease to constitute a Superior Proposal, and (B) following the end of such Superior Proposal Notice Period, the Board of Directors shall have considered any such adjustments in good faith, and, after consultation with outside legal counsel and the Company Financial Advisor, the Board of Directors shall have determined that, notwithstanding the terms of any such adjustments, such Superior Proposal continues to constitute a Superior Proposal. In the event of any amendment to the financial terms or any other material revisions to the Superior Proposal, the Company shall be required to deliver a new written notice to Parent a new pursuant to Section 6.04 Notice 6.03(f)(iii) and again to comply with the requirements of clause (i) of this Section 6.04(e6.03(f) with respect to such revised Superior Proposal, on each occasion on which new written notice (including a revised new Superior Proposal is submittedNotice Period), provided except the Superior Proposal Notice Period shall be at least two (2) Business Days (rather than the four (4) Business Days contemplated by Section 6.03(f)(iii) above). (g) Notwithstanding anything to the contrary set forth in Section 6.03(e), if the Board of Directors determines that an Intervening Event has occurred, the Board of Directors may, at any time prior to receipt of the Company Requisite Vote, make an Adverse Recommendation Change, but only if, prior to taking such action: (i) the Board of Directors has determined in good faith, after consultation with its outside legal counsel, that in connection light of such Intervening Event, the failure to make an Adverse Recommendation Change would be inconsistent with each its fiduciary duties under applicable Law; (ii) the Company shall have provided prior written notice to Parent, at least four (4) Business Days in advance of such Adverse Recommendation Change (the “Intervening Event Notice Period”) or its intent to effect such an Adverse Recommendation Change (which notice itself shall not constitute an Adverse Recommendation Change), which notice shall specify the details of such Intervening Event and the basis upon which the Board of Directors intends to effect such Adverse Recommendation Change; and (iii) prior to effecting such Adverse Recommendation Change, (A) if requested by Parent, during the Intervening Event Notice Period, the Company shall have negotiated, and shall have caused the Company Representatives to negotiate, with Parent in good faith to enable Parent to make such adjustments in the terms and conditions of this Agreement so that an Adverse Recommendation Change is no longer necessary, and (B) following the end of such Intervening Event Notice Period, the Board of Directors shall have considered any such adjustments in good faith, and after consultation with its outside legal counsel and the Company Financial Advisor, the Board of Directors shall have determined that, notwithstanding the terms of any such adjustments, it would continue to be inconsistent with the director’s fiduciary duties to the shareholders of the Company under applicable Law to not effect the Adverse Recommendation Change. In the event of any changes to the circumstances applicable to the Intervening Event, after the start of the Intervening Event Notice Period, the Company shall be required to deliver a new written notice to Parent pursuant to Section 6.04 6.03(g)(ii) and to comply with the requirements of this Section 6.03(g) with respect to such new written notice (including a new Intervening Event Notice Period), except the Intervening Event Notice Period shall be at least two (2) Business Days (rather than the four (4) Business Days contemplated by Section 6.03(g)(ii) above). (h) Nothing contained in this sentenceAgreement shall prohibit the Company from complying with Rules 14a-9, each reference 14d-9 and 14e-2(a) promulgated under the 1934 Act, or from issuing a “stop, look and listen” statement pursuant to a three (3Rule 14d-9(f) Business Day period pending disclosure of its position thereunder or making any required disclosure to the Company’s shareholders if, in the preceding sentence good faith judgment of the Board of Directors after consultation with its outside legal counsel, the failure to do so would be inconsistent with its fiduciary duties under applicable Law. For the avoidance of doubt, nothing in this Section 6.03(h) shall be deemed construed to be a reference permit the Company to the longer of (xeffect any Adverse Recommendation Change other than in accordance with Section 6.03(f) a forty-eight (48) hour period or (y) a period ending on 11:59 p.m. (New York time) on the Business Day following delivery of the applicable and Section 6.046.03(g).

No Solicitation; Other Offers. (a) Subject to From the remainder date of this Section 6.04, upon execution Agreement until the earlier of the Effective Time or the termination of this AgreementAgreement in accordance with its terms, subject to Section 6.03(b), Section 6.03(c) and Section 6.03(e), the Company shallshall not, and shall cause its Subsidiaries not to, and shall use its reasonable best efforts to cause its and its and their respective Subsidiaries’ officers, directors, officers, employees, Affiliates, investment bankers, attorneys, accountants accountants, consultants and other advisors or agents, advisors, intermediaries and representatives (collectively, “Representatives”) to, immediately cease or cause to be terminated any and all activities, discussions or negotiations with any Person with respect to any Acquisition Proposal. The Company shall promptly after the date of this Agreement instruct each Third Party which has heretofore executed a confidentiality agreement relating to an Acquisition Proposal with or for the benefit of the Company to promptly return or destroy all information, documents, and materials relating to the Acquisition Proposal or to the Company or its businesses, operations or affairs heretofore furnished by the Company or any of its Representatives to such Person or any of its Representatives in accordance with the terms of any confidentiality agreement with such Person. Subject to Section 6.04(b) and Section 6.04(c), from the execution of this Agreement until the Effective Time or, if earlier, the termination of this Agreement in accordance with Article 10, neither the Company nor any of its Subsidiaries shall, and the Company and its Subsidiaries shall not authorize any of its or their Representatives to, directly or indirectly, (i) solicit, initiate or take any action to knowingly facilitate (it being understood and agreed that ministerial acts that are not otherwise prohibited by this Section 6.03 (such as answering unsolicited phone calls) shall not be deemed to “facilitate, encourage or assist, ” for purposes of this Section 6.03(a)) or knowingly induce encourage the making, submission or announcement of, an of any Acquisition Proposal, (ii) enter into or participate in any discussions or negotiations with, furnish any information relating to the Company or any of its Subsidiaries or afford access to the business, properties, assets, books, books or records or other information of the Company or any of its Subsidiaries to, otherwise knowingly cooperate in any way with with, or knowingly assist, participate in, knowingly facilitate or knowingly encourage any effort by any Third Party that is seeking to make, or has made, or could reasonably be expected to make, an Acquisition Proposal, Proposal or (iii) approve, adopt, endorse, (A) withdraw (or recommend an Acquisition Proposal, (iv) fail to make, withhold, withdraw or amend, qualify or modify, in each case modify in a manner adverse to Parent) the Company Board Recommendation (it being understood that failure to issue a press release that reaffirms the Company Board Recommendation within five Business Days of the date any Acquisition Proposal or any material modification thereto is publicly disclosed shall be considered an adverse modification), (B) fail to include the Company Board Recommendation in the Company Proxy Statement or (C) recommend, adopt or approve or publicly propose to withholdrecommend, withdraw adopt or amend, modify or qualify, in each case in a manner adverse to Parent, the Company Board Recommendation, (v) propose publicly to approve, adopt, endorse or recommend any approve an Acquisition Proposal (any of the foregoing in this clause (iii), an “Adverse Recommendation Change”) or (iv) approve any transaction under, or any Person becoming an “interested stockholder” under, Section 203 of the Delaware Law. Without limiting the generality of the foregoing, it is agreed that any violation of the restrictions on the Company set forth in the preceding sentence by any Representative of the Company or any of its Subsidiaries shall be a breach of this Section by the Company (vit being understood and agreed that any such violation shall be determined as if such Representative is bound by the terms of this Section 6.03(a)). (b) Notwithstanding the foregoing, at any time prior to the approval and adoption of this Agreement by the Company’s stockholders (and in no event after the approval and adoption of this Agreement by the Company’s stockholders), whether taken by the Board of Directors of the Company, directly or indirectly through its Representatives may (x) contact any Third Party that has made after the date of this Agreement an unsolicited bona fide written Acquisition Proposal in order to ascertain facts or clarify terms for the sole purpose of the Board of Directors of the Company or any committee thereof being referred informing itself about such Acquisition Proposal and such Third Party and (y) subject to as an “Adverse Recommendation Change”compliance with this Section 6.03(b), (viSection 6.03(c) enter into any agreement in principle, letter of intent, term sheet, merger agreement, acquisition agreement, option agreement or other similar instrument contemplating or otherwise relating to an Acquisition Proposal, or (vii) take any action to make the provisions of any “fair price,” “moratorium,” “control share acquisition,” “business combination” or other similar anti-takeover statute or regulation inapplicable to any transactions contemplated by an Acquisition Proposal; provided that no action expressly permitted by and Section 8.08 with respect to any standstill provision in any agreement to which the Company or any of its Subsidiaries is a party shall constitute a breach of this Section 6.04. (b) Notwithstanding anything contained in Section 6.04(a) to the contrary, if at any time prior to obtaining the Company Stockholder Approval6.03(e), (i) engage in negotiations or discussions with any Third Party that, subject to the Company Company’s compliance with Section 6.03(a), has made after the date of this Agreement a Superior Proposal or any of its Representatives has received a an unsolicited bona fide written Acquisition Proposal that the Board of Directors of the Company reasonably believesdetermines in good faith, after consultation with its financial advisor and outside legal counsel and financial advisorscounsel, constitutes, or is reasonably likely to lead to, to a Superior Proposal, (ii) thereafter furnish to such Third Party and its Representatives and financing sources nonpublic information relating to the Company or any of its Subsidiaries pursuant to a confidentiality agreement (which confidentiality agreement shall not include any provision requiring exclusive negotiations with such Third Party) with confidentiality terms no less favorable to the Company than those contained in the Confidentiality Agreement, a copy of which shall be provided, promptly after its execution, to Parent for informational purposes; provided that all such non-public information (to the extent that such information has not been previously provided or made available to Parent) is provided or made available to Parent, as the case may be, promptly (but no later than one Business Day) after or substantially concurrently with the time it is provided or made available to such Third Party) and (iii) following receipt of a Superior Proposal after the date of this Agreement, (1) make an Adverse Recommendation Change and/or (2) terminate this Agreement to enter into a definitive agreement providing for such Superior Proposal (provided that the Company 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, unless in advance of or concurrently with such termination the Company pays the Termination Fee in accordance with Section 10.03(d)), but in each case referred to in the foregoing clauses (i) through (iii) only if the Board of Directors of the Company determines in good faith after consultation with outside legal counsel to the Company, that the failure to take such action would be reasonably likely to be inconsistent with its fiduciary duties under Applicable Law. Nothing contained herein shall prevent the Board of Directors of the Company from (x) complying with Rule 14e-2(a) under the 1934 Act with regard to an Acquisition Proposal, so long as any action taken or statement made to so comply is consistent with this Section 6.03, provided that (subject to the following sentence) any such action taken or statement made that involves or relates to an Acquisition Proposal shall be deemed to be an Adverse Recommendation Change unless the Board of Directors of the Company reaffirms the Company Board Recommendation in such statement or in connection with such action; or (y) making any required disclosure to the stockholders of the Company if the Board of Directors of the Company determines in good faith, after consultation with outside legal counsel, that the failure to take such action with respect would be reasonably likely to such Acquisition Proposal would likely be inconsistent with its fiduciary duties under Applicable Law, (iii) such provided that any Adverse Recommendation Change involving or relating to an Acquisition Proposal was not the result of a breach of Section 6.04(a) and (iv) the Company provides to Parent may only be made in accordance with the provisions of Section 6.04(d) the information required under Section 6.04(d) to be delivered by the Company to Parent, then, so long as the foregoing conditions in the immediately preceding clauses (i)-(iv) remain satisfied, the Company, directly or indirectly through its Representatives, may (A) engage in negotiations or discussions with such Third Party and its Representatives with respect to the Acquisition Proposal, and (B) furnish to such Third Party or its Representatives non-public information relating to the Company or any of its Subsidiaries pursuant to an Acceptable Confidentiality Agreement; provided that the Company shall concurrently provide to Parent any such information that is provided to any such Person which was not previously provided to or made available to Parent. (c) In addition, nothing contained herein shall prevent the Company or the Board of Directors of the Company from (i) taking and disclosing to its stockholders a position contemplated by Rule 14d-9 and Rule 14e-2(a) promulgated under the 1934 Act, (ii) making any legally required disclosure to the Company’s stockholders with regard to the transactions contemplated by this Agreement or an Acquisition Proposal (provided that neither the Company nor its Board of Directors may recommend any Acquisition Proposal unless expressly permitted by Section 6.04(e)6.03(b), (iiiSection 6.03(c) contacting and engaging in discussions with any person or group and their respective Representatives who has made an Acquisition Proposal that was not Section 6.03(e). For the result avoidance of a breach of this Section 6.04 solely for the purpose of clarifying such Acquisition Proposal and the terms thereof or (iv) issuing doubt, a “stop, look and listen” disclosure or similar communication of the type contemplated by Rule 14d-9(f) under the 1934 Act; provided, however, that any disclosure of a position contemplated by Rule 14e-2(a) under the 1934 Act other than (A) a “stop, look and listen” communication limited solely to the type contemplated by Rule 14d-9(f) under the 1934 Act, (B) any express rejection of any applicable Acquisition Proposal or (C) any express reaffirmation of the Company Board Recommendation, shall be deemed to not be an Adverse Recommendation Change. No change, withdrawal or modification of the Company Board Recommendation shall change the approval of the Board of Directors of the Company for purposes of causing any law (including Section 203 of Delaware Law) to be inapplicable to the Merger and the other transactions contemplated by this Agreement. (dc) The In addition to the requirements set forth in Section 6.03(b), the Board of Directors of the Company shall not take any of the actions referred to in clauses (i) through (iii) of Section 6.04(b6.03(b) unless the Company shall have first delivered to Parent a prior written notice advising Parent that it intends to take such action, and the Company shall continue to advise Parent, on a current basis, after taking such action of the status and material terms of any discussions and negotiations with the applicable Third Party. In addition, prior to obtaining the Company Stockholder Approval, the Company shall notify Parent promptly (but in any no event within twenty-four (24) later than 24 hours) orally and in writing after the receipt by the Company (or any of its Representatives) of (i) any Acquisition Proposal, any indication that a Third Party is considering making an Acquisition Proposal or (ii) any request for information relating to the Company or any of its Subsidiaries or for access to the business, properties, assets, books or records of the Company or any of its Subsidiaries by any Third Party with respect to that may be considering making, or has made, an actual or potential Acquisition Proposal. The Company , which notice shall also provide the identity of be provided orally and in writing and shall identify the Third Party making, submitting, inquiring about or expressing interest with respect to such Acquisition Proposal (except to the extent disclosure of such identity would breach a confidentiality obligation in effect prior to the execution of this Agreement) and (A) if it is in writing, a copy of such Acquisition Proposal and any related draft agreements and other written material from such Third Party (which, in each case, may be redacted, if necessary, solely to remove the identity of such Third Party in order to comply with a confidentiality obligation in effect prior to the execution of this Agreement) setting forth the terms and conditions of such Acquisition Proposal and (B) if oral, a summary thereof (including the material terms and conditions of the of, any such Acquisition Proposal, indication or request (including any material changes thereto). The Company shall keep Parent reasonably informed fully informed, on a prompt and timely basis current basis, of the status and details of any such Acquisition Proposal Proposal, indication or request (including any changes thereto) and with respect shall promptly (but in no event later than 24 hours after receipt) provide to any change Parent copies of all material correspondence and written materials sent or provided to the material terms of any such Acquisition Proposal within twenty-four (24) hours of any such change. The Company shall not, and shall cause its Subsidiaries not to, enter into any contract, arrangement, or commitment with any Third Party subsequent to the date of this Agreement, and neither the Company nor any of its Subsidiaries is that describes any terms or shall become party to conditions of any contract, arrangement, or commitment, in each case, that prohibits the Company from providing Acquisition Proposal (as well as written summaries of any material oral communications addressing such information to Parentmatters). (ed) Notwithstanding anything contained in this Agreement to the contrary, at any time prior to obtaining the Company Stockholder Approvalapproval and adoption of this Agreement by the Company’s stockholders (and in no event after the approval and adoption of this Agreement by the Company’s stockholders), the Board of Directors of the Company may (i) (x) effect an Adverse Recommendation Change in respect of involving or relating to an Acquisition Proposal, or (y) enter into an agreement providing for a transaction that constitutes a Superior Proposal, Intervening Event if (A) the Company shall have received an Acquisition Proposal that was not the result of a breach of Section 6.04(a) that the Board of Directors of the Company determines, after consultation with its outside legal counsel and financial advisors, constitutes a Superior Proposal and the Company shall have otherwise complied in all material respects with the provisions of Section 6.04, (B) the Board of Directors of the Company determines in good faith, after consultation with its outside legal counsel, that the failure to take such action with respect would be reasonably likely to such Superior Proposal would likely be inconsistent with its fiduciary duties under Applicable Law, ; provided that (Cx) the Company has previously notified shall (A) promptly notify Parent in writing that it intends of its intention to take such action and (a “Section 6.04 Notice”), (DB) the Company shall have made its Representatives available to discuss negotiate in good faith with Parent’s Representatives any proposed modifications Parent for two Business Days following such notice regarding revisions to the terms and conditions of this Agreement during the three proposed by Parent and (3y) Business Day period following delivery by the Company to Parent of the Section 6.04 Notice delivered to Parent, (E) if Parent shall have delivered to the Company a written, binding and irrevocable offer capable of being accepted by the Company to alter the terms or conditions of this Agreement during such three (3) Business Day period, the Board of Directors of the Company shall have determined in good faith (after consultation with its outside legal counsel and financial advisors), after considering the terms of such offer by Parent, that the Superior Proposal giving rise to such Section 6.04 Notice continues to be a Superior Proposal, and (F) in the case of clause (y) above, the Company terminates this Agreement in accordance with Section 10.01 (d)(i), or (ii) not effect an any Adverse Recommendation Change other than involving or relating to an Intervening Event unless, after the two Business Day period described in respect of an Acquisition Proposal if the foregoing clause (A) B), the Board of Directors of the Company determines in good faith, after consultation with its outside legal counsel, that the failure to effect take such Adverse Recommendation Change action would be reasonably likely to be inconsistent with its fiduciary duties to the stockholders of the Company under Applicable Law. (e) Without limiting or affecting Section 6.03(a), Section 6.03(b) or Section 6.03(c), the Board of Directors of the Company shall not make an Adverse Recommendation Change involving or relating to a Superior Proposal or terminate this Agreement in order to enter into a definitive agreement with respect to a Superior Proposal unless (Bi) the Company has previously delivered to Parent a Section 6.04 Notice promptly notifies Parent, in writing at least five calendar days before taking such action, that it intends to take such action, which notice attaches the most current version of any proposed agreement or a detailed summary of all material terms of such Superior Proposal and the identity of the offeror, (Cii) if requested by Parent, during such five calendar day period, the Company shall have made and its Representatives available to discuss have discussed and negotiated in good faith with Parent’s Representatives Parent regarding any proposed modifications proposal by Parent to amend the terms and conditions of this Agreement during the three (3) Business Day period following delivery by the Company in response to Parent of the Section 6.04 Notice delivered to Parent, such Superior Proposal and (Diii) if Parent shall have delivered to the Company a written, binding and irrevocable offer capable of being accepted by the Company to alter the terms or conditions of this Agreement during after such three (3) Business Day five calendar day period, the Board of Directors of the Company shall have determined determines in good faith, after consultation with outside legal counsel and after considering taking into account any proposal by Parent to amend the terms of such offer by Parentthis Agreement, that the failure such Acquisition Proposal continues to effect such Adverse Recommendation Change would likely be inconsistent with its fiduciary duties under Applicable Law. If any constitute a Superior Proposal (it being understood and agreed that is in the subject event of any amendment to the financial terms or other material terms of any such Superior Proposal, a new written notification from the Company consistent with that described in clause (i) of this Section 6.04(e6.03(e) is revised, including any revision to price, then the Company shall deliver to Parent be required and a new Section 6.04 Notice and again comply with the requirements of notice period under clause (i) of this Section 6.04(e6.03(e) shall commence, during which notice period the Company shall be required to comply with respect the requirements of this Section 6.03(e) anew, except that such new notice period shall be for three Business Days (as opposed to five calendar days)). After delivery of such written notice pursuant to the immediately preceding sentence, the Company shall promptly keep Parent informed of all material developments affecting the material terms of any such Superior Proposal (and the Company shall provide Parent with copies of any additional written materials received that relate to such revised Superior Proposal, on each occasion on which a revised Superior Proposal is submitted, provided that in connection with each new Section 6.04 Notice contemplated by this sentence, each reference to a three (3) Business Day period in the preceding sentence shall be deemed to be a reference to the longer of (x) a forty-eight (48) hour period or (y) a period ending on 11:59 p.m. (New York time) on the Business Day following delivery of the applicable Section 6.04).