Common use of Superior Proposal Clause in Contracts

Superior Proposal. (a) Each party agrees and acknowledges that from and after the date hereof until the close of business on April 28, 1997, if Assignor receives a Superior Proposal, Assignor may (i) furnish any information requested by the Offering Party with respect to such Superior Proposal (other than the contents of this Agreement or any Ancillary Agreement), (ii) participate in negotiations with such Offering Party regarding such Superior Proposal or (iii) enter into one or more letters of intent, term sheets or agreements with respect to any Superior Proposals; provided, however, that if Assignor proposes to take any of the actions specified in clause (iii) hereof, Assignor shall give Assignee prior written notice setting forth Assignor's proposed actions. (b) Not later than the close of business on May 12, 1997, Assignor shall require each Offering Party with whom it is still engaged in discussions to submit a final binding offer, subject only to acceptance by Assignor. Not later than the close of business on May 16, 1997, Assignor shall (i) determine whether any such offer constitutes a Superior Proposal, (ii) if there is more than one Superior Proposal, select which Superior Proposal Assignor intends to accept and (iii) provide written notice to Assignee setting forth all the material terms and conditions of such selected Superior Proposal ("SP Notice"). (c) After receipt of the SP Notice, Assignee shall have five (5) days to notify Assignor of its agreement to modify this Agreement and any Ancillary Agreement as necessary to acquire the Transferred Interests at the same price and under the same terms and conditions as set forth in the SP Notice ("Assignee Acceptance Notice"); provided further, however, if under the terms set forth in the SP Notice Assignor is proposing to accept property (other than cash or promissory notes), Assignee shall have the right to substitute cash in an amount equal to the value of such other property. (d) If Assignor does not give an SP Notice to Assignee on or before May 16, 1997, or if Assignee gives an Assignee Acceptance Notice to Assignor in accordance with subsection (c) hereof, neither Assignor nor Assignee shall thereafter have any right to terminate this Agreement pursuant to Section 15(c).

Superior Proposal. Notwithstanding Section 5.04(a), prior to the receipt of the Requisite Company Vote, the Company Board, on the one hand, and prior to the receipt of the Requisite Parent Vote, the Parent Board, on the other hand, directly or indirectly through any Representative, may, subject to Section 5.04(c): (ai) Each participate in negotiations or discussions with any third party agrees that has made (and acknowledges not withdrawn) a bona fide, unsolicited Takeover Proposal in writing that from the Company Board or Parent Board, as applicable, believes in good faith, after consultation with its financial advisors and after outside legal counsel, constitutes or would reasonably be expected to result in a Superior Proposal; (ii) thereafter furnish to such third party non-public information relating to such party or any of its respective Subsidiaries pursuant to an executed confidentiality agreement that constitutes an Acceptable Confidentiality Agreement (a copy of which confidentiality agreement shall be promptly (in all events within 24 hours) provided for informational purposes to the date hereof until the close other party); (iii) following receipt of business and on April 28, 1997, if Assignor receives account of a Superior Proposal, Assignor may make a Company Adverse Recommendation Change or Parent Adverse Recommendation Change, as applicable; and/or (iv) take any action that any court of competent jurisdiction orders such party to take (which order remains unstayed), but in each case referred to in the foregoing clauses (i) furnish any information requested by the Offering Party with respect to such Superior Proposal through (other than the contents of this Agreement or any Ancillary Agreementiv), (ii) participate only if the Company Board or Parent Board, as applicable, determines in negotiations good faith, after consultation with such Offering Party regarding such Superior Proposal or (iii) enter into one or more letters of intent, term sheets or agreements with respect to any Superior Proposals; provided, howeverits financial advisors and outside legal counsel, that if Assignor proposes the failure to take any such action would reasonably be expected to cause it to be in breach of its fiduciary duties under applicable Law. Nothing contained herein shall prevent the actions specified in clause (iiiCompany Board or Parent Board, as applicable, from disclosing to its stockholders a position contemplated by Rule 14d-9 and Rule 14e-2(a) hereof, Assignor shall give Assignee prior written notice setting forth Assignor's proposed actions. (b) Not later than promulgated under the close of business on May 12, 1997, Assignor shall require each Offering Party Exchange Act with whom it is still engaged in discussions regard to submit a final binding offer, subject only to acceptance by Assignor. Not later than the close of business on May 16, 1997, Assignor shall (i) determine whether any such offer constitutes a Superior Takeover Proposal, (ii) if there is more than one Superior Proposalthe party determines, select which Superior Proposal Assignor intends after consultation with its financial advisors and outside legal counsel, that failure to accept and (iii) provide written notice disclose such position would reasonably be expected to Assignee setting forth all the material terms and conditions of such selected Superior Proposal ("SP Notice"). (c) After receipt of the SP Notice, Assignee shall have five (5) days cause its board to notify Assignor be in breach of its agreement to modify this Agreement and any Ancillary Agreement as necessary to acquire the Transferred Interests at the same price and fiduciary duties under the same terms and conditions as set forth in the SP Notice ("Assignee Acceptance Notice"); provided further, however, if under the terms set forth in the SP Notice Assignor is proposing to accept property (other than cash or promissory notes), Assignee shall have the right to substitute cash in an amount equal to the value of such other propertyapplicable Law. (d) If Assignor does not give an SP Notice to Assignee on or before May 16, 1997, or if Assignee gives an Assignee Acceptance Notice to Assignor in accordance with subsection (c) hereof, neither Assignor nor Assignee shall thereafter have any right to terminate this Agreement pursuant to Section 15(c).

Superior Proposal. Notwithstanding anything to the contrary contained in this Agreement, at any time prior to the receipt of the Company Stockholder Approval, the Company Board (aor any duly authorized committee thereof) Each party agrees and acknowledges that from and may, in response to the receipt of a bona fide written Competing Proposal received after the date hereof until that did not result from a breach of Section 5.03(a) and is not withdrawn, make a Change of Company Recommendation or terminate this Agreement in accordance with Section 7.01(d) in order to cause the close of business on April 28, 1997, if Assignor receives Company to enter into a binding and definitive written Alternative Acquisition Agreement with respect to a Superior Proposal, Assignor may in each case only if: (i) furnish any information requested by the Offering Party with respect to such Superior Proposal Company Board (other than the contents of this Agreement or any Ancillary Agreement)duly authorized committee thereof) determines in good faith, (ii) participate in negotiations after consultation with such Offering Party regarding such Superior Proposal or (iii) enter into one or more letters of intent, term sheets or agreements with respect to any Superior Proposals; provided, howeverits outside financial advisors and outside legal counsel, that if Assignor proposes (A) failure to take any of the actions specified in clause such action would be inconsistent with its fiduciary duties under applicable Law and (iiiB) hereof, Assignor shall give Assignee prior written notice setting forth Assignor's proposed actions. (b) Not later than the close of business on May 12, 1997, Assignor shall require each Offering Party with whom it is still engaged in discussions to submit a final binding offer, subject only to acceptance by Assignor. Not later than the close of business on May 16, 1997, Assignor shall (i) determine whether any such offer Competing Proposal constitutes a Superior Proposal, (ii) if there is more than one Superior the Company provides Parent written notice at least three (3) Business Days prior to effecting a Change of Company Recommendation of the Company Board’s intention to take such action, specifying the reasons therefor (a “Notice of Change of Recommendation”), which notice shall identify the person making such Competing Proposal, select which Superior Proposal Assignor intends to accept and (iii) provide written notice to Assignee setting forth all describe the material terms and conditions of such selected Superior Competing Proposal and include a copy of all definitive agreements and documentation in respect thereof ("SP Notice"). (c) After receipt it being agreed that neither the delivery of the SP NoticeNotice of Change of Recommendation nor the public disclosure thereof shall constitute a Change of Company Recommendation), Assignee (iii) prior to effecting such Change of Company Recommendation, the Company shall, and shall have five cause its Representatives to, negotiate with Parent in good faith (5to the extent Parent desires to negotiate) days during such three (3) Business Day period to notify Assignor of its agreement to modify this Agreement and any Ancillary Agreement as necessary to acquire make such adjustments in the Transferred Interests at the same price and under the same terms and conditions of this Agreement as set forth would obviate the basis for a Change of Company Recommendation, and (iv) no earlier than the end of such three (3) Business Day period, the Company Board (or any duly authorized committee thereof) again determines in the SP Notice ("Assignee Acceptance Notice"); provided furthergood faith, howeverafter consultation with its outside financial advisors and outside legal counsel and after considering any written, if under binding and irrevocable amendments to the terms set forth and conditions of this Agreement proposed by Parent during such three (3) Business Day period, that (A) failure to take such action would be inconsistent with its fiduciary duties under applicable Law and (B) such Competing Proposal continues to constitute a Superior Proposal; provided, that any change to the financial terms (including any change to the amount, form or mix of consideration payable) or other material amendment to the terms of such Competing Proposal (whether or not in response to any changes proposed by Parent pursuant to clause (iii)) shall require a new Notice of Change of Recommendation and an additional three (3) Business Day period from the SP Notice Assignor is proposing to accept property date of such notice during which the terms of clause (i) through (iv) shall apply mutatis mutandis (other than cash or promissory notes), Assignee shall have the right to substitute cash in an amount equal to the value number of such other property. (d) If Assignor does not give an SP Notice to Assignee on or before May 16, 1997, or if Assignee gives an Assignee Acceptance Notice to Assignor in accordance with subsection (c) hereof, neither Assignor nor Assignee shall thereafter have any right to terminate this Agreement pursuant to Section 15(cdays).

Superior Proposal. Notwithstanding anything to the contrary herein, prior to the Offer Closing, the Board of Directors of the Company (aor any committee thereof) Each party agrees and acknowledges that from and after the date hereof until the close of business on April 28, 1997, if Assignor receives a Superior Proposal, Assignor may (i) furnish any information requested by the Offering Party with effect a Company Adverse Recommendation Change in respect to such Superior Proposal (other than the contents of this Agreement an Acquisition Proposal, or any Ancillary Agreement), (ii) participate if it elects to do so in negotiations connection with such Offering Party regarding such Superior Proposal or (iiifollowing a Company Adverse Recommendation Change, terminate this Agreement pursuant to Section 9.03(a) to enter into one or more letters an Alternative Acquisition Agreement relating to an Acquisition Proposal, if and only if, in either case: (A) an Acquisition Proposal is made to the Company by a third party, such offer is not withdrawn and the Company has not breached this Section 7.02; (B) the Board of intent, term sheets or agreements with respect to any Superior Proposals; provided, however, that if Assignor proposes to take any Directors of the actions specified Company or any committee thereof determines in clause (iii) hereof, Assignor shall give Assignee prior written notice setting forth Assignor's proposed actions. (b) Not later than the close of business on May 12, 1997, Assignor shall require each Offering Party good faith after consultation with whom it is still engaged in discussions to submit outside legal counsel and a final binding offer, subject only to acceptance by Assignor. Not later than the close of business on May 16, 1997, Assignor shall (i) determine whether any financial advisor that such offer constitutes a Superior Proposal; (C) following consultation with outside legal counsel, the Board of Directors of the Company (iior any committee thereof) if there is more than one Superior determines that failure to take such action would be reasonably likely to be inconsistent with fiduciary duties under applicable Law; (D) the Company has given Parent at least three Business Days’ prior written notice of its intention to take such action (which notice shall include a copy of the Acquisition Proposal, select which Superior Proposal Assignor intends to accept a copy of the relevant proposed transaction agreements and (iii) provide a copy of any financing commitments relating thereto and a written notice to Assignee setting forth all summary of the material terms and conditions of any Acquisition Proposal not made in writing, including any financing commitments relating thereto) (it being understood that any material revision or amendment to the terms of such selected Acquisition Proposal shall require a new notice and, in such case, all references to three Business Days in this Section 7.02(e) shall be deemed to be two Business Days); (E) following the end of such notice period, the Board of Directors of the Company (or any committee thereof) shall have considered in good faith any proposed revisions to this Agreement proposed in writing by Parent and, after consultation with outside legal counsel and a financial advisor, the Board of Directors of the Company (or any committee thereof) shall have again determined in good faith that the Acquisition Proposal continues to constitute a Superior Proposal ("SP Notice"). (c) After receipt of and, after consultation with outside legal counsel, that the SP Notice, Assignee shall have five (5) days failure to notify Assignor take such action would be reasonably likely to result in a breach of its agreement to modify this Agreement fiduciary duties under applicable Law; and any Ancillary Agreement as necessary to acquire (F) the Transferred Interests at Company pays the same price and under the same terms and conditions as set forth in the SP Notice ("Assignee Acceptance Notice"); provided further, however, if under the terms set forth in the SP Notice Assignor is proposing to accept property (other than cash or promissory notes), Assignee shall have the right to substitute cash in an amount equal to the value of such other property. (d) If Assignor does not give an SP Notice to Assignee on or before May 16, 1997, or if Assignee gives an Assignee Acceptance Notice to Assignor Company Termination Fee in accordance with subsection (cSection 9.05(c) hereof, neither Assignor nor Assignee shall thereafter have any right to terminate this Agreement pursuant to Section 15(c)if due thereunder.

Superior Proposal. Notwithstanding anything to the contrary contained in the provisions of Section 5.2(a), in the event that prior to the time that Company Stockholder Approval has been obtained, the Company receives a bona fide written Alternative Transaction Proposal that was not solicited in, or submitted as a result of a, violation of Section 5.2(a)(i) hereof that the Company Board determines in good faith (aafter consultation with its outside legal counsel and its financial advisor) Each party agrees and acknowledges that from and after the date hereof until the close of business on April 28is, 1997or is reasonably likely to become, if Assignor receives a Superior Proposal, Assignor the Company or the Company Board may then take the following actions, but only if (i) furnish any information requested by (A) the Offering Party Company Board determines in good faith, after consultation with respect its outside legal counsel, that it is required to such Superior Proposal do so to comply with its fiduciary obligations to the Company Stockholders under Applicable Law, and (other than B) the contents of this Agreement or any Ancillary AgreementCompany has given Acquiror prior written notice that the Company Board has made the determination set forth in the immediately preceding clause (A), and (ii) participate in negotiations with such Offering Party the Company shall have provided to Acquiror the information regarding such Superior Alternative Transaction Proposal or (iii) enter into one or more letters of intent, term sheets or agreements with respect to any Superior Proposals; provided, however, that if Assignor proposes to take any of the actions specified in clause (iii) hereof, Assignor shall give Assignee prior written notice setting forth Assignor's proposed actions. (b) Not later than the close of business on May 12, 1997, Assignor shall require each Offering Party with whom it is still engaged in discussions to submit a final binding offer, subject only to acceptance by Assignor. Not later than the close of business on May 16, 1997, Assignor shall (i) determine whether any such offer constitutes a Superior Proposal, (ii) if there is more than one Superior Proposal, select which Superior Proposal Assignor intends to accept and (iii) provide written notice to Assignee setting forth all the material terms and conditions of such selected Superior Proposal ("SP Notice"). (c) After receipt of the SP Notice, Assignee shall have five (5) days to notify Assignor of its agreement to modify this Agreement and any Ancillary Agreement as necessary to acquire the Transferred Interests at the same price and under the same terms and conditions as set forth in the SP Notice ("Assignee Acceptance Notice"first two sentences of Section 5.2(b); provided further, however, if under the terms set forth in the SP Notice Assignor is proposing to accept property (other than cash or promissory notes), Assignee shall have the right to substitute cash in an amount equal to the value of such other property. (di) If Assignor does Furnish non-public information to the Person or Group making such Alternative Transaction Proposal, provided that (A) the Company first shall have received from such Person an executed confidentiality agreement in substantially the same form as the Confidentiality Agreement, which confidentiality agreement shall not give an SP Notice to Assignee on include any provision having the actual or before May 16, 1997, or if Assignee gives an Assignee Acceptance Notice to Assignor in accordance with subsection (c) hereof, neither Assignor nor Assignee shall thereafter have any right to terminate purported effect of restricting the Company from fulfilling its obligations under this Agreement pursuant or the Confidentiality Agreement and shall also require such Person to Section 15(cagree to customary employee non-solicitation provisions covering at least 12 months from execution of such confidentiality agreement and (B) contemporaneously with furnishing any such non-public information to such Person or Group, it furnishes such non-public information to Acquiror (to the extent such non-public information has not been previously so furnished to Acquiror); and (ii) Engage in discussions or negotiations (including negotiation of appropriate documentation) with such Person or Group with respect to such Alternative Transaction Proposal.

Superior Proposal. Notwithstanding anything to the contrary contained in Section 6.3(a), in the event that, prior to the time that Company Shareholder Approval has been obtained, the Company receives an unsolicited, bona fide written Alternative Transaction Proposal from a third party which is determined to be, or which the Company’s Board of Directors has in good faith concluded (a) Each party agrees and acknowledges that following the receipt of advice from and after consultation with its outside legal counsel and TWP or another financial adviser of national standing in the date hereof until the close United States of business on April 28America) is reasonably likely to become, 1997, if Assignor receives a Superior Proposal, Assignor the Company may then take the following actions, but only if: (ii)(A) furnish any information requested by the Offering Party Company’s Board of Directors determines in good faith, after receiving advice from and consultation with respect to such Superior Proposal (other than the contents of this Agreement or any Ancillary Agreement), (ii) participate in negotiations with such Offering Party regarding such Superior Proposal or (iii) enter into one or more letters of intent, term sheets or agreements with respect to any Superior Proposals; provided, howeverits outside legal counsel, that if Assignor proposes it is required to do so to comply with its fiduciary obligations to its shareholders under applicable law of the State of Israel, and (B) the Company has given Parent at least two (2) Business Days prior written notice of its intention to take any of the following actions specified in clause (iii) hereof, Assignor shall give Assignee prior written notice setting forth Assignor's proposed actions. (b) Not later than and disclosed to Parent the close identity of business on May 12, 1997, Assignor shall require each Offering Party with whom it is still engaged in discussions to submit a final binding offer, subject only to acceptance by Assignor. Not later than the close of business on May 16, 1997, Assignor shall (i) determine whether any Person making such offer constitutes a Superior Proposal, (ii) if there is more than one Superior Proposal, select which Superior Alternative Transaction Proposal Assignor intends to accept and (iii) provide written notice to Assignee setting forth all the material terms and conditions of such selected Superior Proposal Alternative Transaction Proposal; and ("SP Notice").ii) the Company shall have previously complied with the provisions of this Section 6.3: (ci) After receipt of furnish non-public information to the SP Noticethird party making such Alternative Transaction Proposal, Assignee provided that (A) the Company shall have five received from such third party an executed confidentiality agreement containing (51) days customary limitations on the use and disclosure of all non-public written and oral information furnished to notify Assignor such third party on the Company’s behalf, the terms of which are at least as restrictive as the terms contained in the Confidentiality Agreement, and (2) a standstill provision, the term of which is at least as long as the term contained in the Confidentiality Agreement, and the terms of which are at least as restrictive as the terms contained in the Confidentiality Agreement, which confidentiality agreement shall not include any provision having the actual or purported effect of restricting the Company from fulfilling its agreement to modify obligations under this Agreement or the Confidentiality Agreement and shall require such third party to agree to customary employee non-solicitation provisions covering a period of at least twelve (12) months from the execution of such confidentiality agreement, and (B) contemporaneously with furnishing any Ancillary Agreement as necessary such non-public information to acquire such third party, the Transferred Interests at Company furnishes such non-public information to Parent (to the same price and under the same terms and conditions as set forth in the SP Notice ("Assignee Acceptance Notice"extent such non-public information has not been previously so furnished); provided further, however, if under and (ii) engage in discussions or negotiations with the terms set forth in the SP Notice Assignor is proposing to accept property (other than cash or promissory notes), Assignee shall have the right to substitute cash in an amount equal third party with respect to the value of such other propertyAlternative Transaction Proposal. (d) If Assignor does not give an SP Notice to Assignee on or before May 16, 1997, or if Assignee gives an Assignee Acceptance Notice to Assignor in accordance with subsection (c) hereof, neither Assignor nor Assignee shall thereafter have any right to terminate this Agreement pursuant to Section 15(c).

Superior Proposal. Notwithstanding Section 6.05(a), prior to the receipt of the Requisite Giga Vote, the Giga Board, directly or indirectly through any Representative, may, subject to Section 6.05(c): (ai) Each participate in negotiations or discussions with any third party agrees that has made (and acknowledges not withdrawn) a bona fide, unsolicited Takeover Proposal in writing that from the Giga Board believes in good faith, after consultation with its financial advisors and after the date hereof until the close outside legal counsel, constitutes or would reasonably be expected to result in a Superior Proposal; (ii) thereafter furnish to such third party non-public information relating to such party or any of business its respective Subsidiaries pursuant to an executed confidentiality agreement that constitutes an Acceptable Confidentiality Agreement (a copy of which confidentiality agreement shall be promptly (in all events within two Business Days) provided for informational purposes to GWW); (iii) following receipt of and on April 28, 1997, if Assignor receives account of a Superior Proposal, Assignor may make a Giga Adverse Recommendation Change; and/or (iv) take any action that any court of competent jurisdiction orders such party to take (which order remains unstayed), but in each case referred to in the foregoing clauses (i) furnish any information requested by the Offering Party with respect to such Superior Proposal and (other than the contents of this Agreement or any Ancillary Agreementii), (ii) participate only if the Giga Board determines in negotiations good faith, after consultation with its financial advisors and outside legal counsel, that such Offering Party regarding such actions could lead to or would reasonably be expected to result in a Superior Proposal or (iii) enter into one or more letters of intent, term sheets or agreements with respect could reasonably be expected to any Superior Proposals; provided, however, that if Assignor proposes to take any of the actions specified result in clause (iii) hereof, Assignor shall give Assignee prior written notice setting forth Assignor's proposed actions. (b) Not later than the close of business on May 12, 1997, Assignor shall require each Offering Party with whom it is still engaged in discussions to submit a final binding offer, subject only to acceptance by Assignor. Not later than the close of business on May 16, 1997, Assignor shall (i) determine whether any such offer constitutes a Superior Proposal, (ii. Nothing contained herein shall prevent the Giga Board from disclosing to its stockholders a position contemplated by Rule 14d-9 and Rule 14e-2(a) if there is more than one Superior promulgated under the Exchange Act with regard to a Takeover Proposal, select which Superior Proposal Assignor intends if the Giga Board determines, after consultation with its financial advisors and outside legal counsel, that failure to accept and (iii) provide written notice disclose such position would cause its board to Assignee setting forth all the material terms and conditions of such selected Superior Proposal ("SP Notice"). (c) After receipt of the SP Notice, Assignee shall have five (5) days to notify Assignor be in breach of its agreement to modify this Agreement and any Ancillary Agreement as necessary to acquire the Transferred Interests at the same price and fiduciary duties under the same terms and conditions as set forth in the SP Notice ("Assignee Acceptance Notice"); provided further, however, if under the terms set forth in the SP Notice Assignor is proposing to accept property (other than cash or promissory notes), Assignee shall have the right to substitute cash in an amount equal to the value of such other propertyapplicable Law. (d) If Assignor does not give an SP Notice to Assignee on or before May 16, 1997, or if Assignee gives an Assignee Acceptance Notice to Assignor in accordance with subsection (c) hereof, neither Assignor nor Assignee shall thereafter have any right to terminate this Agreement pursuant to Section 15(c).

Superior Proposal. (a) Each party agrees and acknowledges that from and after The MLP GP Board shall be entitled to effect, or cause the date hereof until the close MLP Entities to effect, a Withdrawal of business on April 28, 1997, if Assignor receives Recommendation in connection with a Superior ProposalProposal (to the extent permitted under Section 6.4(c)), Assignor may only if (iA) furnish the MLP Entities shall have delivered to Parent a written notice (a “Superior Proposal Notice”) (1) stating that the MLP GP Board intends to take such actions pursuant to Section 6.4(c), (2) stating that the MLP GP Board has made the determinations set forth in Sections 6.4(c)(i)(A) and 6.4(c)(ii) and (3) including an unredacted copy of such Superior Proposal and proposed and unredacted form of any information requested by the Offering Party with respect Alternative Acquisition Agreement related to such Superior Proposal (other than including any materials relating to such Person’s proposed equity and debt financing, if any) and (B) the contents Negotiation Period shall have expired. During the four Business Day period commencing on the date of Parent’s receipt of such Superior Proposal Notice (such period, as may be extended pursuant to this Section 6.4(d)(i), the “Negotiation Period”), the MLP Entities shall engage, and shall cause their Representatives to be available for the purpose of engaging, in good faith negotiations with Parent (to the extent Parent desires to negotiate) regarding an amendment of this Agreement or any Ancillary Agreement), (ii) participate in negotiations with such Offering Party regarding such so that the Alternative Proposal that is the subject of the Superior Proposal or (iii) enter into one or more letters of intent, term sheets or agreements with respect Notice ceases to any Superior Proposals; provided, however, that if Assignor proposes to take any of the actions specified in clause (iii) hereof, Assignor shall give Assignee prior written notice setting forth Assignor's proposed actions. (b) Not later than the close of business on May 12, 1997, Assignor shall require each Offering Party with whom it is still engaged in discussions to submit a final binding offer, subject only to acceptance by Assignor. Not later than the close of business on May 16, 1997, Assignor shall (i) determine whether any such offer constitutes be a Superior Proposal; provided that, (ii) if there as is more than one the case with any Superior Proposal, select any such amendment must reflect a transaction in which Superior Proposal Assignor intends the value differential between the consideration to accept be received by the Public Unitholders in such transaction and (iii) provide written notice the consideration to Assignee setting forth all be received by the Sponsors and Founding Unitholders in such transaction equals the Agreed Merger Consideration Differential. Each time the financial or other material terms and or conditions of such selected Bona Fide Alternative Proposal (or terms or conditions related thereto, such as the proposed equity and debt financing) are amended or modified, the MLP Entities shall be required to deliver to Parent a new Superior Proposal Notice ("SP Notice"). (cincluding, as attachments thereto, amended forms of the written Alternative Acquisition Agreements relating to such Bona Fide Alternative Proposal) After and the Negotiation Period shall be extended by an additional two Business Days from the date of Parent’s receipt of the SP such new Superior Proposal Notice, Assignee shall have five (5) days to notify Assignor of its agreement to modify this Agreement and any Ancillary Agreement as necessary to acquire the Transferred Interests at the same price and under the same terms and conditions as . Nothing set forth in this Section 6.4(d)(i) shall extend or be deemed to extend the SP Notice ("Assignee Acceptance Notice"); provided further, however, if under the terms set forth in the SP Notice Assignor is proposing to accept property (other than cash or promissory notes), Assignee shall have the right to substitute cash in an amount equal to the value of such other propertyUnitholder Consent Period. (d) If Assignor does not give an SP Notice to Assignee on or before May 16, 1997, or if Assignee gives an Assignee Acceptance Notice to Assignor in accordance with subsection (c) hereof, neither Assignor nor Assignee shall thereafter have any right to terminate this Agreement pursuant to Section 15(c).

Superior Proposal. (a) Each party agrees and acknowledges that from and after The Company Board will be entitled to effect, or cause the date hereof until Company to effect, prior to receiving the close Company Shareholder Approval, a Change of business on April 28, 1997, if Assignor receives Recommendation in connection with a Superior ProposalProposal (to the extent permitted under Section 6.9(c)), Assignor may only if (iA) furnish the Company has delivered to Parent a written notice (a “Superior Proposal Notice”) (1) stating that the Company Board intends to take such actions pursuant to Section 6.9(c), (2) stating that the Company Board has made the determinations set forth in Section 6.9(c)(i)(A) and Section 6.9(c)(ii) and (3) including an unredacted copy of such Superior Proposal and an unredacted form of any information requested by the Offering Party with respect proposed Alternative Acquisition Agreement related to such Superior Proposal and (other than B) the contents Negotiation Period has expired. During the four Business Day period commencing on the date of Parent’s receipt of such Superior Proposal Notice (such period, as may be extended pursuant to this Section 6.9(d)(i), the “Negotiation Period”), the Company will engage, and will cause its Representatives to be available for the purpose of engaging, in good faith negotiations with Parent (to the extent Parent desires to negotiate) regarding an amendment of this Agreement or any Ancillary Agreement), (ii) participate in negotiations with such Offering Party regarding such so that the Alternative Proposal that is the subject of the Superior Proposal or (iii) enter into one or more letters of intent, term sheets or agreements with respect Notice ceases to any Superior Proposals; provided, however, that if Assignor proposes to take any of the actions specified in clause (iii) hereof, Assignor shall give Assignee prior written notice setting forth Assignor's proposed actions. (b) Not later than the close of business on May 12, 1997, Assignor shall require each Offering Party with whom it is still engaged in discussions to submit a final binding offer, subject only to acceptance by Assignor. Not later than the close of business on May 16, 1997, Assignor shall (i) determine whether any such offer constitutes be a Superior Proposal, (ii) if there is more than one Superior Proposal, select which Superior Proposal Assignor intends to accept and (iii) provide written notice to Assignee setting forth all . Each time the financial or other material terms and or conditions of such selected Bona Fide Alternative Proposal (or terms or conditions related thereto, such as the proposed equity and debt financing) are amended or modified, the Company will be required to deliver to Parent a new Superior Proposal Notice ("SP Notice"). (cincluding, as attachments thereto, amended forms of the written Alternative Acquisition Agreements relating to such Bona Fide Alternative Proposal) After and the Negotiation Period will be extended by an additional two Business Days from the date of Parent’s receipt of the SP such new Superior Proposal Notice, Assignee shall have five (5) days to notify Assignor of its agreement to modify this Agreement and any Ancillary Agreement as necessary to acquire the Transferred Interests at the same price and under the same terms and conditions as set forth in the SP Notice ("Assignee Acceptance Notice"); provided further, however, if under the terms set forth in the SP Notice Assignor is proposing to accept property (other than cash or promissory notes), Assignee shall have the right to substitute cash in an amount equal to the value of such other property. (d) If Assignor does not give an SP Notice to Assignee on or before May 16, 1997, or if Assignee gives an Assignee Acceptance Notice to Assignor in accordance with subsection (c) hereof, neither Assignor nor Assignee shall thereafter have any right to terminate this Agreement pursuant to Section 15(c).

Superior Proposal. Except as expressly permitted by this Section 6.3.4, neither the Company’s board of directors nor any committee thereof shall effect a Company Adverse Recommendation Change or enter into (or permit an Subsidiary to enter into) any letter of intent or Contract to implement an Acquisition Proposal (each, a “Company Acquisition Agreement”). Notwithstanding the foregoing, at any time prior to the receipt of the Company Requisite Approval, the board of directors of the Company may: (a) Each party agrees and acknowledges that from and after the date hereof until the close of business on April 28, 1997, if Assignor receives effect a Company Adverse Recommendation Change with respect to a Superior Proposal, Assignor may Proposal or (ib) furnish any information requested by the Offering Party terminate this Agreement pursuant to Section 6.1.4(e)(ii) in order to enter into a Company Acquisition Agreement with respect to such Superior Proposal; in each case, that did not result from a breach in any material respect of Section 6.3.1 (recognizing that actions permitted under the No-Shop Exceptions do not constitute a breach), if: (i) the Company promptly notifies Parent, in writing, at least two (2) Business Days (the “Superior Proposal Notice Period”) before taking the action described in subsection (other than a) or (b) of this Section 6.3.4, of its intention to take such action with respect to such Superior Proposal, which notice shall state expressly that the contents Company has received an Acquisition Proposal that the board of directors of the Company intends to declare is a Superior Proposal, and that the board of directors of the Company intends to take the action described in subsection (a) or (b) of this Section 6.3.4; (ii) the Company specifies the identity of the party making the Superior Proposal and the material terms and conditions thereof in such notice and includes an unredacted copy of the then-current Superior Proposal; (iii) the Company and its Representatives during the Superior Proposal Notice Period, negotiate with Parent in good faith to make such adjustments in the terms and conditions of this Agreement or any Ancillary Agreement)so that such Acquisition Proposal ceases to constitute a Superior Proposal, if Parent, in its discretion, proposes to make such adjustments (ii) participate it being agreed that in negotiations with such Offering Party regarding such the event that, after commencement of the Superior Proposal or Notice Period, there is any material revision to the terms of a Superior Proposal, the Superior Proposal Notice Period shall be extended, if applicable, to ensure that at least two Business Days remains in the Superior Proposal Notice Period subsequent to the time the Company notifies Parent of any such material revision (iii) enter into one or more letters of intent, term sheets or agreements with respect to any Superior Proposalsit being understood that there may be multiple extensions); provided, however, that no such extensions shall be required if Assignor proposes to take any such extension would extend beyond the second business day preceding the date set for the Company Stockholders Meeting); and (iv) the board of directors of the actions specified Company determines in clause (iii) hereof, Assignor shall give Assignee prior written notice setting forth Assignor's proposed actions. (b) Not later than the close of business on May 12, 1997, Assignor shall require each Offering Party with whom it is still engaged in discussions good faith that such Acquisition Proposal continues to submit a final binding offer, subject only to acceptance by Assignor. Not later than the close of business on May 16, 1997, Assignor shall (i) determine whether any such offer constitutes constitute a Superior Proposal, Proposal (ii) if there is more than one Superior Proposal, select which after taking into account any adjustments made by Parent during the Superior Proposal Assignor intends to accept and (iii) provide written notice to Assignee setting forth all Notice Period in the material terms and conditions of such selected Superior Proposal ("SP Notice"this Agreement). (c) After receipt of the SP Notice, Assignee shall have five (5) days to notify Assignor of its agreement to modify this Agreement and any Ancillary Agreement as necessary to acquire the Transferred Interests at the same price and under the same terms and conditions as set forth in the SP Notice ("Assignee Acceptance Notice"); provided further, however, if under the terms set forth in the SP Notice Assignor is proposing to accept property (other than cash or promissory notes), Assignee shall have the right to substitute cash in an amount equal to the value of such other property. (d) If Assignor does not give an SP Notice to Assignee on or before May 16, 1997, or if Assignee gives an Assignee Acceptance Notice to Assignor in accordance with subsection (c) hereof, neither Assignor nor Assignee shall thereafter have any right to terminate this Agreement pursuant to Section 15(c).

Superior Proposal. Notwithstanding anything herein to the contrary, the Red Cat Board, directly or indirectly through any Representative, may, subject to Section 8.07(c): (ai) Each participate in negotiations or discussions with any third party agrees that has made (and acknowledges not withdrawn) a bona fide, unsolicited Takeover Proposal in writing that from the Red Cat Board believes in good faith, after consultation with its financial advisors and after outside legal counsel, constitutes or could reasonably be expected to result in a Superior Proposal; (ii) thereafter furnish to such third party non-public information relating to such Party or any of its Subsidiaries pursuant to an executed Confidentiality Agreement that constitutes an acceptable Confidentiality Agreement (“Acceptable Confidentiality Agreement”) (a copy of which Confidentiality Agreement shall be promptly (in all events within 72 hours) provided for informational purposes to the date hereof until the close other Party); (iii) following receipt of business and on April 28, 1997, if Assignor receives account of a Superior Proposal, Assignor may make a Red Cat Adverse Recommendation Change; and/or (iv) take any action that any court of competent jurisdiction orders such Party to take (which order remains unstayed), but in each case referred to in the foregoing clauses (i) furnish any information requested by the Offering Party with respect to such Superior Proposal through (other than the contents of this Agreement or any Ancillary Agreementiv), (ii) participate only if the Red Cat Board determines in negotiations good faith, after consultation with such Offering Party regarding such Superior Proposal or (iii) enter into one or more letters of intent, term sheets or agreements with respect to any Superior Proposals; provided, howeverits financial advisors and outside legal counsel, that if Assignor proposes the failure to take any such action could cause it to be in breach of its fiduciary duties under applicable Law. Nothing contained herein shall prevent the actions specified in clause (iiiRed Cat Board from disclosing to its stockholders a position contemplated by Rule 14d-9 and Rule 14e-2(a) hereof, Assignor shall give Assignee prior written notice setting forth Assignor's proposed actions. (b) Not later than promulgated under the close of business on May 12, 1997, Assignor shall require each Offering Party Exchange Act with whom it is still engaged in discussions regard to submit a final binding offer, subject only to acceptance by Assignor. Not later than the close of business on May 16, 1997, Assignor shall (i) determine whether any such offer constitutes a Superior Takeover Proposal, (ii) if there is more than one Superior Proposalthe Party determines, select which Superior Proposal Assignor intends after consultation with its financial advisors and outside legal counsel, that failure to accept and (iii) provide written notice disclose such position could cause Red Cat Board to Assignee setting forth all the material terms and conditions of such selected Superior Proposal ("SP Notice"). (c) After receipt of the SP Notice, Assignee shall have five (5) days to notify Assignor be in breach of its agreement to modify this Agreement and any Ancillary Agreement as necessary to acquire the Transferred Interests at the same price and fiduciary duties under the same terms and conditions as set forth in the SP Notice ("Assignee Acceptance Notice"); provided further, however, if under the terms set forth in the SP Notice Assignor is proposing to accept property (other than cash or promissory notes), Assignee shall have the right to substitute cash in an amount equal to the value of such other propertyapplicable Law. (d) If Assignor does not give an SP Notice to Assignee on or before May 16, 1997, or if Assignee gives an Assignee Acceptance Notice to Assignor in accordance with subsection (c) hereof, neither Assignor nor Assignee shall thereafter have any right to terminate this Agreement pursuant to Section 15(c).

Superior Proposal. (a) Each party agrees Notwithstanding Section 8.1 and acknowledges that from any other provision of this Agreement, the Board of Directors of Coalhunter may, subject to this Article 8, prior to the approval of the Arrangement by Coalhunter Shareholders and after the date hereof until the close of business on April 28Coalhunter Special Warrant Holders, 1997, if Assignor receives a Superior Proposal, Assignor may (i) furnish consider and participate, directly or indirectly, in any discussions or negotiations with, or provide information requested by to, or permit any visit to the Offering Party with respect to such Superior Proposal (other than the contents facilities or properties of this Agreement Coalhunter or any Ancillary Agreement)of its subsidiaries by, (ii) participate in negotiations with such Offering Party regarding such Superior Proposal or (iii) enter into one or more letters of intent, term sheets or agreements with respect to any Superior Proposals; provided, however, person who has delivered a bona fide written Competing Offer that if Assignor proposes to take any of the actions specified in clause (iii) hereof, Assignor shall give Assignee prior written notice setting forth Assignor's proposed actions. (b) Not later than the close of business on May 12, 1997, Assignor shall require each Offering Party with whom it is still engaged in discussions to submit a final binding offer, subject only to acceptance by Assignor. Not later than the close of business on May 16, 1997, Assignor shall (i) determine whether any such offer constitutes may constitute a Superior Proposal, (ii) if there is more than one withdraw, modify, qualify or change its recommendation to the Coalhunter Shareholders and Coalhunter Special Warrant Holders in respect of the Arrangement in response to a Superior Proposal, select which Superior Proposal Assignor intends to accept and (iii) provide written notice approve or recommend to Assignee setting forth all the material terms Coalhunter Shareholders and conditions of Coalhunter Special Warrant Holders, or enter into an agreement in respect of, a Superior Proposal, but in each case only if such selected Competing Offer or Superior Proposal did not result from a breach of this Agreement by Coalhunter and if the Board of Directors of Coalhunter determines in good faith after consulting with outside counsel ("SP Notice"). (c) After receipt which may include written opinions or advice, copies of the SP Notice, Assignee which shall have five (5been provided to Cardero) days that such action is required for such directors to notify Assignor of its agreement to modify comply with their fiduciary duties under applicable Law. Nothing in this Agreement and any Ancillary Agreement as necessary to acquire will prohibit, enjoin or otherwise restrict the Transferred Interests at the same price and under the same terms and conditions as set forth Board of Directors of Coalhunter in the SP Notice ("Assignee Acceptance Notice"); provided further, however, if fulfilment of their fiduciary duties under the terms set forth applicable Law. Coalhunter acknowledges that it is not currently engaged in the SP Notice Assignor is proposing to accept property any discussions or negotiations with any parties (other than cash or promissory notes), Assignee shall have the right to substitute cash Cardero) in an amount equal to the value of such other property. (d) If Assignor does not give an SP Notice to Assignee on or before May 16, 1997connection with any proposal that constitutes, or if Assignee gives may reasonably be expected to constitute, a Competing Offer or an Assignee Acceptance Notice to Assignor Alternative Company Transaction and that it will not solicit from any parties a Competing Offer or Alternative Company Transaction in accordance with subsection (c) hereof, neither Assignor nor Assignee shall thereafter have any right to terminate breach of this Agreement pursuant to Section 15(c)Agreement.

Superior Proposal. In the event that prior to the time that the Company Stockholder Approval has been obtained, the Company receives an unsolicited, bona fide written Alternative Transaction Proposal that the Company Board determines in good faith (aafter consultation with its outside legal counsel and its financial advisor) Each party agrees and acknowledges that from and after the date hereof until the close of business on April 28is, 1997or is reasonably likely to become, if Assignor receives a Superior Proposal, Assignor the Company or the Company Board may then take the following actions, but only if (iA) furnish the Company Board shall have determined in good faith, after consultation with its outside legal counsel, that such action is required in order for the Company Board to comply with its fiduciary obligations to the Company Stockholders under Applicable Law, (B) the Company first shall have given Acquiror at least three Business Days prior written notice that the Company Board has made the determination set forth in the immediately preceding subclause (A), (C) the Company shall have provided to Acquiror the information regarding such Alternative Transaction Proposal required by Section 5.2(b), and (D) neither the Company, any information requested by Company Subsidiary nor any Representative shall have breached any of the Offering Party provisions of Section 5.2 in any material respect with respect to such Superior Proposal Alternative Transaction Proposal: (other than i) Furnish non-public information to the contents Person or Group making such Alternative Transaction Proposal, provided that (A) the Company first shall have received from such Person or Group an executed confidentiality agreement containing terms at least as restrictive with regard to Company’s confidential information as the Confidentiality Agreement, which confidentiality agreement shall not include any provision having the actual or purported effect of restricting the Company from fulfilling its obligations under this Agreement or any Ancillary Agreement), (ii) participate in negotiations with such Offering Party regarding such Superior Proposal or (iii) enter into one or more letters of intent, term sheets or agreements with respect to any Superior Proposals; provided, however, that if Assignor proposes to take any of the actions specified in clause (iii) hereof, Assignor shall give Assignee prior written notice setting forth Assignor's proposed actions. (b) Not later than the close of business on May 12, 1997, Assignor Confidentiality Agreement and shall require each Offering Party with whom it is still engaged in discussions such Person to submit a final binding offer, subject only agree to acceptance by Assignor. Not later than the close of business on May 16, 1997, Assignor shall (i) determine whether any such offer constitutes a Superior Proposal, (ii) if there is more than one Superior Proposal, select which Superior Proposal Assignor intends to accept customary employee non-solicitation and (iii) provide written notice to Assignee setting forth all the material terms and conditions of such selected Superior Proposal ("SP Notice"). (c) After receipt of the SP Notice, Assignee shall have five (5) days to notify Assignor of its agreement to modify this Agreement and any Ancillary Agreement non-hiring provisions at least as necessary to acquire the Transferred Interests at the same price and under the same terms and conditions restrictive as those set forth in the SP Notice Confidentiality Agreement and ("Assignee Acceptance Notice"B) contemporaneously with furnishing any such non-public information to such Person or Group, it furnishes such non-public information to Acquiror (to the extent such non-public information has not been previously so furnished to Acquiror); provided further, however, if under the terms set forth in the SP Notice Assignor is proposing to accept property (other than cash or promissory notes), Assignee shall have the right to substitute cash in an amount equal to the value of such other property.and (dii) If Assignor does not give an SP Notice Engage in discussions or negotiations with such Person or Group with respect to Assignee on or before May 16, 1997, or if Assignee gives an Assignee Acceptance Notice to Assignor in accordance with subsection (c) hereof, neither Assignor nor Assignee shall thereafter have any right to terminate this Agreement pursuant to Section 15(c)such Alternative Transaction Proposal.

Superior Proposal. (a) Each party agrees and acknowledges By Folsom Lake Bank in the event that from and after the date hereof until the close of business on April 28, 1997, if Assignor receives it enters into a written agreement to effect an Acquisition Event in connection with a Superior Proposal, Assignor may (i) furnish any information requested by the Offering Party with respect to such Superior Proposal (other than the contents of this Agreement or any Ancillary Agreement), (ii) participate in negotiations with such Offering Party regarding such Superior Proposal or (iii) enter into one or more letters of intent, term sheets or agreements with respect to any Superior Proposals; provided, however, that if Assignor proposes to take any of the actions specified in clause (iiii) hereof, Assignor shall give Assignee Folsom Lake Bank provides CVCY prior written notice setting forth Assignor's proposed actions. at least five (b5) Not later than business days (or such longer period as it may be extended upon modification or amendment of the close of business on May 12Acquisition Proposal) prior to taking such action, 1997, Assignor which notice shall require each Offering Party with whom it is still engaged in discussions to submit a final binding offer, subject only to acceptance by Assignor. Not later than state that the close of business on May 16, 1997, Assignor shall (i) determine whether any such offer constitutes Folsom Lake Bank Board has received a Superior ProposalProposal and, (iiabsent any revision to the terms and conditions of this Agreement, the Folsom Lake Bank Board has resolved to effect a termination of this Agreement in accordance with this Section 7.1(g) if there is more than one Superior Proposal, select which Superior Proposal Assignor intends to accept and (iii) provide written notice to Assignee setting forth all includes the material terms and conditions of such selected Superior Proposal ("SP Notice"). (c) After receipt including copies of the SP Noticeproposed documents and agreements to effect the Superior Proposal) and the identity of the person making such Superior Proposal, Assignee shall have (ii) during such five (5) days business day period (as it may be extended upon modification or amendment of the Acquisition Proposal as contemplated below), Folsom Lake Bank negotiates in good faith (including by making its officers, directors and its financial and legal advisors reasonably available to notify Assignor negotiate) with CVCY (to the extent CVCY wishes to negotiate) to enable CVCY to make an offer that is at least as favorable to the shareholders of Folsom Lake Bank so that such Acquisition Proposal would cease to constitute a Superior Proposal (“Revised CVCY Proposal”), (iii) at the end of such five (5) business day period (as it may be extended upon modification or amendment of the Acquisition Proposal as contemplated below, or such earlier time that CVCY advises Folsom Lake Bank in writing it no longer wishes to negotiate to amend this Agreement), a majority of the entire Folsom Lake Bank Board, after taking into account the Revised CVCY Proposal, continues to believe (after consultation with its independent financial advisors and outside legal counsel) that such Acquisition Proposal constitutes a Superior Proposal and, after consultation with its outside legal counsel, that failure to accept the Acquisition Proposal would or would be reasonably likely to result in a violation of its agreement fiduciary duties to modify this Agreement and any Ancillary Agreement as necessary to acquire the Transferred Interests at the same price and shareholders of Folsom Lake Bank under the same terms and conditions as set forth applicable Law, provided, further that in the SP Notice ("Assignee Acceptance Notice"); provided further, however, if under event of any revisions to the terms set forth in of an Acquisition Proposal that are material to such Acquisition Proposal after the SP Notice Assignor is proposing start of the five (5) business day period of clause (i) immediately above, such revisions shall be deemed a new Acquisition Proposal and Folsom Lake Bank shall be required to accept property deliver a new written notice as required by clause (other than cash or promissory notes)i) immediately above to CVCY and to comply with the requirements of this Section 7.1(g) with respect to such new Acquisition Proposal, Assignee except, that the notice period of clause (i) immediately above shall have the right be reduced to substitute cash in an amount equal to the value of such other propertythree (3) business days. (d) If Assignor does not give an SP Notice to Assignee on or before May 16, 1997, or if Assignee gives an Assignee Acceptance Notice to Assignor in accordance with subsection (c) hereof, neither Assignor nor Assignee shall thereafter have any right to terminate this Agreement pursuant to Section 15(c).

Superior Proposal. Notwithstanding Section 5.04(a) (abut subject to Section 5.04(d)), at any time prior to the Written Consent Effective Time, the Company Board (or any duly authorized committee thereof, including the Special Committee) Each party agrees and acknowledges that from and may, in response to the receipt of a bona fide, written Competing Proposal received after the date hereof until that did not result from a material breach of Section 5.03(a) and is not withdrawn, make a Change of Company Recommendation or terminate this Agreement in accordance with Section 7.01(d) in order to cause the close of business on April 28, 1997, if Assignor receives Company to enter into a binding and definitive written Alternative Acquisition Agreement with respect to a Superior Proposal, Assignor may in each case only if: (i) furnish any information requested by the Offering Party Company Board (acting upon the recommendation of the Special Committee after consultation with respect to such Superior Proposal (other than the contents of this Agreement or any Ancillary Agreement), (iiits outside financial advisors and outside legal counsel) participate determines in negotiations with such Offering Party regarding such Superior Proposal or (iii) enter into one or more letters of intent, term sheets or agreements with respect to any Superior Proposals; provided, howevergood faith, that if Assignor proposes (A) failure to take any of the actions specified in clause such action would be reasonably likely to be inconsistent with its fiduciary duties under applicable Law and (iiiB) hereof, Assignor shall give Assignee prior written notice setting forth Assignor's proposed actions. (b) Not later than the close of business on May 12, 1997, Assignor shall require each Offering Party with whom it is still engaged in discussions to submit a final binding offer, subject only to acceptance by Assignor. Not later than the close of business on May 16, 1997, Assignor shall (i) determine whether any such offer Competing Proposal constitutes a Superior Proposal, (ii) if there is more than one Superior the Company provides Parent written notice at least four (4) Business Days (such period, the “Notice Period”) prior to effecting a Change of Company Recommendation of the Company Board’s intention to take such action, specifying the reasons therefor (a “Notice of Change of Recommendation”), which notice shall include (A) the identity of the person making such Competing Proposal, select which Superior Proposal Assignor intends to accept and (iiiB) provide written notice to Assignee setting forth all a description of the material terms and conditions of such selected Superior Competing Proposal and ("SP Notice"). C) an unredacted copy of all definitive agreements and documentation in respect thereof, (ciii) After receipt prior to effecting such Change of Company Recommendation, the SP NoticeCompany shall, Assignee and shall have five cause its Representatives to, negotiate with Parent in good faith (5to the extent Parent desires to negotiate and without any requirement that Parent must reach a definitive agreement) days during such four (4) Business Day period to notify Assignor of its agreement to modify this Agreement and any Ancillary Agreement as necessary to acquire make such adjustments in the Transferred Interests at the same price and under the same terms and conditions of this Agreement as set forth would obviate the basis for a Change of Company Recommendation, and (iv) no earlier than the end of such four (4) Business Day period, the Company Board (acting upon the recommendation of the Special Committee after consultation with its outside financial advisors and outside legal counsel) again determines in the SP Notice ("Assignee Acceptance Notice"); provided further, however, if under good faith and after considering any proposed amendments to the terms set forth and conditions of this Agreement proposed by Parent in writing during such four (4) Business Day period, that (A) failure to effect the SP Change of Company Recommendation would be reasonably likely to be inconsistent with its fiduciary duties under applicable Law and (B) such Competing Proposal giving rise to the Notice Assignor is proposing of Change of Recommendation continues to accept property constitute a Superior Proposal; provided, that any change to the financial terms (including any change to the amount, form or mix of consideration payable) or other material amendment to the terms of such Competing Proposal (whether or not in response to any changes proposed by Parent pursuant to clause (iii)) shall require the delivery by the Company of a new Notice of Change of Recommendation to Parent and an additional two (2) Business Day period from the date of such notice during which the terms of clause (i) through (iv) shall apply mutatis mutandis (other than cash or promissory notes), Assignee shall have the right to substitute cash in an amount equal to the value number of such other property. (d) If Assignor does not give an SP Notice to Assignee on or before May 16, 1997, or if Assignee gives an Assignee Acceptance Notice to Assignor in accordance with subsection (c) hereof, neither Assignor nor Assignee shall thereafter have any right to terminate this Agreement pursuant to Section 15(cdays).

Superior Proposal. (a) Each party agrees and acknowledges If, at any time prior to the time that from and after the date hereof until Parent Stockholder Approval is obtained, the close Board of business on April 28, 1997, if Assignor Directors of Parent receives a Superior Proposalbona fide written proposal from any third party regarding an actual or potential Acquisition Proposal (defined below) and the Board determines in good faith that such proposal is, Assignor may (i) furnish any information requested or is reasonably expected by the Offering Party with respect Board of Directors of Parent to such result in, a Superior Proposal (other than the contents of this Agreement or any Ancillary Agreementdefined below), (ii) participate in negotiations with such Offering Party regarding such Superior Proposal or (iii) enter into one or more letters of intent, term sheets or agreements with respect to any Superior Proposals; provided, however, that if Assignor proposes to take any of the actions specified in clause (iii) hereof, Assignor Parent shall give Assignee prior written notice setting forth Assignor's proposed actions. (b) Not later than the close of business on May 12, 1997, Assignor shall require each Offering Party with whom it is still engaged in discussions to submit a final binding offer, subject only to acceptance by Assignor. Not later than the close of business on May 16, 1997, Assignor shall (i) determine whether any such offer constitutes a Superior Proposal, (ii) if there is more than one Superior Proposal, select which Superior Proposal Assignor intends to accept and (iii) provide written notice to Assignee setting forth all Buyer that it has received a Superior Proposal (which notice shall specify the material terms and conditions of such selected Superior Proposal and identify the person making such Superior Proposal). After providing such notice, Parent shall provide a reasonable opportunity to Buyer to make such adjustments in the terms and conditions of this Agreement in response to the Superior Proposal. ("SP Notice")b) After and subject to giving Buyer at least four Business Days advance written notice of such Superior Proposal, Sellers may (i) furnish information with respect to Sellers to such third party (and its representatives) and participate in discussions or negotiations with such third party regarding the Acquisition Proposal; and (ii) enter into a binding written agreement providing for the implementation of a Superior Proposal if Parent, following the approval of the Superior Proposal by the Board of Directors of Parent, elects to terminate this Agreement. (c) After receipt Parent shall promptly notify Buyer both orally and in writing of any request for information or any proposal that involves an actual or potential Acquisition Proposal. Such notification shall state the identity of all persons making such request or proposal and all terms of such request or proposal. Parent shall keep Buyer informed both orally and in writing of the SP Noticestatus (including all modifications and amendments) of any and all such requests or proposals on a prompt, Assignee ongoing, current and continuous basis, and shall have five (5) days promptly respond to notify Assignor of its agreement to modify this Agreement and any Ancillary Agreement as necessary to acquire the Transferred Interests at the same price and under the same terms and conditions as set forth requests made by Buyer for information in the SP Notice ("Assignee Acceptance Notice"); provided further, however, if under the terms set forth in the SP Notice Assignor is proposing to accept property (other than cash or promissory notes), Assignee shall have the right to substitute cash in an amount equal to the value of such other propertyregard. (d) If Assignor does not give an SP Notice The term “Acquisition Proposal” means any proposal or offer relating to Assignee on any direct or before May 16indirect acquisition, 1997in one transaction or a series of transactions, including any merger or business combination, consolidation, tender offer, exchange offer, stock acquisition, asset acquisition, share exchange, recapitalization, liquidation, dissolution, joint venture or similar transaction, of (i) all or substantially all of the assets, properties and Business of Sellers, or if Assignee gives (ii) beneficial ownership of 50% or more of the outstanding shares of Parent common stock. The term “Superior Proposal” means any proposal made by a third party to enter into a transaction contemplated by an Assignee Acceptance Notice Acquisition Proposal that the Board of Directors of Parent determines in its good faith judgment, after consultation with its independent financial advisors, to Assignor in accordance with subsection (c) hereofbe more favorable to the Parent Stockholders from a financial point of view than the transactions contemplated by this Agreement, neither Assignor nor Assignee shall thereafter have any right to terminate this Agreement pursuant to Section 15(c)taking into account all of the terms and conditions of such proposal, the likelihood of completion of such transaction, and the financial, regulatory, legal and other aspects of such proposal.

Superior Proposal. (ai) Each party agrees and acknowledges that from and after the date hereof until the close of business on April 28, 1997Notwithstanding Section 7.4(a), if Assignor Nextera or any Seller receives an unsolicited Acquisition Proposal that the Nextera's Board of Directors determines in good faith is or could reasonably be expected to lead to the delivery of a Superior Proposal from the Person which made such unsolicited Acquisition Proposal, Nextera may, subject to compliance with all the other provisions of this Section 7.4, furnish information to and engage in discussions and negotiations with the Person making such offer with respect to its Acquisition Proposal ("PERMITTED ACTIONS"); provided that prior to engaging in any Permitted Actions (A) Nextera's Board of Directors concludes in good faith, after consultation with outside legal counsel and outside financial advisors, that, as a result of such Acquisition Proposal, such Permitted Action is necessary for Nextera's Board of Directors to act in a manner consistent with its fiduciary duties under applicable law, (B) Nextera shall receive from such Person an executed confidentiality agreement on terms that are not materially less favorable to Nextera and Sellers than the Confidentiality Agreement, (C) the Board of Directors of Nextera shall provide Buyer with prompt notice (but in no event later than the third Business Day) of its engaging in any Permitted Actions. Nextera shall keep Buyer informed, on a current basis, of the status of any material negotiations, discussions and documents with respect to such Acquisition Proposal or request. (ii) Notwithstanding the foregoing Section 7.4(a), as a result of a Superior Proposal, Assignor the Board of Directors of Nextera may withdraw or modify the Nextera Recommendation in a manner adverse to Buyer if (i) furnish any information requested by the Offering Party Nextera has complied in all material respects with respect to such Superior Proposal (other than the contents of this Agreement or any Ancillary Agreement), Section 7.4 and (ii) participate Nextera shall have notified Buyer at least two (2) Business Days in negotiations with advance of its intention to effect such Offering Party withdrawal or modification of the Nextera Recommendation. (iii) Notwithstanding anything in this Section 7.4 to the contrary, at any time prior to obtaining Nextera Stockholder Approval, the Board of Directors of Nextera may, in response to a Superior Proposal that was unsolicited and that did not otherwise result from a breach of this Section 7.4, cause Sellers to terminate this Agreement pursuant to Section 12.1(c)(ii) and concurrently enter into an agreement regarding such Superior Proposal or (iii) enter into one or more letters of intent, term sheets or agreements with respect to any Superior ProposalsProposal; provided, however, that if Assignor proposes neither Nextera nor Sellers shall terminate this Agreement pursuant to take Section 12.1(c)(ii), and any purported termination pursuant to Section 12.1(c)(ii) shall be void and of the actions specified in clause no force or effect (iii) hereof, Assignor shall give Assignee prior written notice setting forth Assignor's proposed actions. (b) Not later than the close of business on May 12, 1997, Assignor shall require each Offering Party with whom it is still engaged in discussions to submit a final binding offer, subject only to acceptance by Assignor. Not later than the close of business on May 16, 1997, Assignor shall (i) determine whether any and Nextera or Sellers may not enter into such offer constitutes a agreement regarding such Superior Proposal), (iiunless Sellers and Nextera shall have complied in all material respects with all the provisions of this Section 7.4, including the notification provisions in this Section 7.4, and with all applicable requirements of Section 12.2(c) if there is more than one prior to or concurrently with such termination) in connection with such Superior Proposal, select which Superior Proposal Assignor intends to accept ; and (iii) provide written notice to Assignee setting forth all the material terms and conditions of such selected Superior Proposal ("SP Notice"). (c) After receipt of the SP Notice, Assignee shall have five (5) days to notify Assignor of its agreement to modify this Agreement and any Ancillary Agreement as necessary to acquire the Transferred Interests at the same price and under the same terms and conditions as set forth in the SP Notice ("Assignee Acceptance Notice"); provided further, however, if under the terms set forth in the SP Notice Assignor is proposing to accept property (other than cash or promissory notes), Assignee that Nextera shall have the right to substitute cash in an amount equal to the value of such other property. (d) If Assignor does not give an SP Notice to Assignee on or before May 16, 1997, or if Assignee gives an Assignee Acceptance Notice to Assignor in accordance with subsection (c) hereof, neither Assignor nor Assignee shall thereafter have any exercise its right to terminate this Agreement pursuant to Section 15(c12.1(c)(ii) until after the second Business Day following the date notice is given to Buyer in accordance with Section 13.1 (a "NOTICE OF SUPERIOR PROPOSAL") from Nextera advising Buyer that the Board of Directors of Nextera has received a Superior Proposal, (i) specifying the material terms and conditions of the Superior Proposal, (ii) identifying the Person making such Superior Proposal and (iii) stating that the Board of Directors of Nextera intends to exercise its right to terminate this Agreement pursuant to Section 12.1(c)(ii) (it being understood and agreed that, prior to any such termination taking effect, any amendment to the price or any other material term of a Superior Proposal (such amended Superior Proposal, a "MODIFIED SUPERIOR PROPOSAL") shall require a new Notice of Superior Proposal and a new two Business Day period with respect to such Modified Superior Proposal). (iv) Immediately upon the execution of this Agreement, Nextera shall cease, and shall cause any Person acting on its behalf to cease, and cause to be terminated any existing discussions or negotiations with any Person conducted heretofore with respect to any of the foregoing and shall request any such parties in possession of confidential information about Nextera or Sellers that was furnished by or on behalf of Nextera or Sellers to return or destroy all such information in the possession of any such party or the agent or advisor of any such party.

Superior Proposal. (ai) Each party agrees and acknowledges that from and after the date hereof until the close of business on April 28, 1997Notwithstanding Section 7.4(a), if Assignor Nextera or any Seller receives an unsolicited Acquisition Proposal that the Nextera's Board of Directors determines in good faith is or could reasonably be expected to lead to the delivery of a Superior Proposal from the Person which made such unsolicited Acquisition Proposal, Nextera may, subject to compliance with all the other provisions of this Section 7.4, furnish information to and engage in discussions and negotiations with the Person making such offer with respect to its Acquisition Proposal ("Permitted Actions"); provided that prior to engaging in any Permitted Actions (A) Nextera's Board of Directors concludes in good faith, after consultation with outside legal counsel and outside financial advisors, that, as a result of such Acquisition Proposal, such Permitted Action is necessary for Nextera's Board of Directors to act in a manner consistent with its fiduciary duties under applicable law, (B) Nextera shall receive from such Person an executed confidentiality agreement on terms that are not materially less favorable to Nextera and Sellers than the Confidentiality Agreement, (C) the Board of Directors of Nextera shall provide Buyer with prompt notice (but in no event later than the third Business Day) of its engaging in any Permitted Actions. Nextera shall keep Buyer informed, on a current basis, of the status of any material negotiations, discussions and documents with respect to such Acquisition Proposal or request. (ii) Notwithstanding the foregoing Section 7.4(a), as a result of a Superior Proposal, Assignor the Board of Directors of Nextera may withdraw or modify the Nextera Recommendation in a manner adverse to Buyer if (i) furnish any information requested by the Offering Party Nextera has complied in all material respects with respect to such Superior Proposal (other than the contents of this Agreement or any Ancillary Agreement), Section 7.4 and (ii) participate Nextera shall have notified Buyer at least two (2) Business Days in negotiations with advance of its intention to effect such Offering Party withdrawal or modification of the Nextera Recommendation. (iii) Notwithstanding anything in this Section 7.4 to the contrary, at any time prior to obtaining Nextera Stockholder Approval, the Board of Directors of Nextera may, in response to a Superior Proposal that was unsolicited and that did not otherwise result from a breach of this Section 7.4, cause Sellers to terminate this Agreement pursuant to Section 12.1(c)(ii) and concurrently enter into an agreement regarding such Superior Proposal or (iii) enter into one or more letters of intent, term sheets or agreements with respect to any Superior ProposalsProposal; provided, however, that if Assignor proposes neither Nextera nor Sellers shall terminate this Agreement pursuant to take Section 12.1(c)(ii), and any purported termination pursuant to Section 12.1(c)(ii) shall be void and of the actions specified in clause no force or effect (iii) hereof, Assignor shall give Assignee prior written notice setting forth Assignor's proposed actions. (b) Not later than the close of business on May 12, 1997, Assignor shall require each Offering Party with whom it is still engaged in discussions to submit a final binding offer, subject only to acceptance by Assignor. Not later than the close of business on May 16, 1997, Assignor shall (i) determine whether any and Nextera or Sellers may not enter into such offer constitutes a agreement regarding such Superior Proposal), (iiunless Sellers and Nextera shall have complied in all material respects with all the provisions of this Section 7.4, including the notification provisions in this Section 7.4, and with all applicable requirements of Section 12.2(c) if there is more than one prior to or concurrently with such termination) in connection with such Superior Proposal, select which Superior Proposal Assignor intends to accept ; and (iii) provide written notice to Assignee setting forth all the material terms and conditions of such selected Superior Proposal ("SP Notice"). (c) After receipt of the SP Notice, Assignee shall have five (5) days to notify Assignor of its agreement to modify this Agreement and any Ancillary Agreement as necessary to acquire the Transferred Interests at the same price and under the same terms and conditions as set forth in the SP Notice ("Assignee Acceptance Notice"); provided further, however, if under the terms set forth in the SP Notice Assignor is proposing to accept property (other than cash or promissory notes), Assignee that Nextera shall have the right to substitute cash in an amount equal to the value of such other property. (d) If Assignor does not give an SP Notice to Assignee on or before May 16, 1997, or if Assignee gives an Assignee Acceptance Notice to Assignor in accordance with subsection (c) hereof, neither Assignor nor Assignee shall thereafter have any exercise its right to terminate this Agreement pursuant to Section 15(c12.1(c)(ii) until after the second Business Day following the date notice is given to Buyer in accordance with Section 13.1 (a "Notice of Superior Proposal") from Nextera advising Buyer that the Board of Directors of Nextera has received a Superior Proposal, (i) specifying the material terms and conditions of the Superior Proposal, (ii) identifying the Person making such Superior Proposal and (iii) stating that the Board of Directors of Nextera intends to exercise its right to terminate this Agreement pursuant to Section 12.1(c)(ii) (it being understood and agreed that, prior to any such termination taking effect, any amendment to the price or any other material term of a Superior Proposal (such amended Superior Proposal, a "Modified Superior Proposal") shall require a new Notice of Superior Proposal and a new two Business Day period with respect to such Modified Superior Proposal). (iv) Immediately upon the execution of this Agreement, Nextera shall cease, and shall cause any Person acting on its behalf to cease, and cause to be terminated any existing discussions or negotiations with any Person conducted heretofore with respect to any of the foregoing and shall request any such parties in possession of confidential information about Nextera or Sellers that was furnished by or on behalf of Nextera or Sellers to return or destroy all such information in the possession of any such party or the agent or advisor of any such party.

Superior Proposal. 6.1 Notwithstanding any other provision of this Agreement, but subject to the board of directors’ fiduciary duties as set out in Section 5.3, the Corporation shall not approve, recommend, enter into any agreement or understanding (a“Proposed Agreement”) Each party agrees regarding an Acquisition Proposal unless such Acquisition Proposal is likely to be consummated in a timely manner and, if consummated in accordance with its terms, will result in a Superior Proposal and acknowledges that from and then will do so only after the date hereof until Corporation provides Bidder with an opportunity to amend this Agreement and the close Offer. The Corporation shall provide Bidder with a copy of any Proposed Agreement at least 3 business on April 28days before its proposed execution by the Corporation. During such 3 business day period, 1997the Corporation acknowledges and agrees that Bidder shall have the opportunity but not the obligation, if Assignor receives to offer to amend the terms of this Agreement and the Offer in order to provide for financial terms at least equivalent to those included in the Proposed Agreement as determined by the board of directors of the Corporation, acting in good faith and in accordance with its fiduciary duties. The board of directors of the Corporation shall review any offer by Bidder to amend the terms of this Agreement and the Offer to determine, acting in good faith and in accordance with its fiduciary duties, whether Bidder’s amended Offer would be at least as favourable to Shareholders as the Acquisition Proposal provided for in the Proposed Agreement. If the board of directors of the Corporation so determines, the Corporation will enter into an amended agreement with Bidder reflecting the amended Offer. If the board of directors of the Corporation continues to believe, acting in good faith and in the proper discharge of its fiduciary duties, that the Acquisition Proposal provided for in the Proposed Agreement continues to be a Superior Proposal, Assignor may (i) furnish any information requested by the Offering Party Proposal with respect to such Superior Proposal (other than the contents amended Offer, and therefore rejects the amended Offer, the Corporation shall be entitled to approve, recommend to Shareholders and enter into the Proposed Agreement upon payment to Bidder of the amount payable pursuant to Section 6.2. If Bidder does not offer to increase the consideration under this Agreement or any Ancillary Agreement), (ii) participate in negotiations with such Offering Party regarding such Superior Proposal or (iii) enter into one or more letters of intent, term sheets or agreements with respect to any Superior Proposals; provided, however, that if Assignor proposes to take any of the actions specified in clause (iii) hereof, Assignor shall give Assignee prior written notice setting forth Assignor's proposed actions. (b) Not later than the close of business on May 12, 1997, Assignor shall require each Offering Party with whom it is still engaged in discussions to submit a final binding offer, subject only to acceptance by Assignor. Not later than the close of business on May 16, 1997, Assignor shall (i) determine whether any such offer constitutes a Superior Proposal, (ii) if there is more than one Superior Proposal, select which Superior Proposal Assignor intends to accept and (iii) provide written notice to Assignee setting forth all the material terms and conditions of such selected Superior Proposal ("SP Notice"). (c) After receipt of the SP Notice, Assignee shall have five (5) days to notify Assignor of its agreement to modify otherwise amend this Agreement and any Ancillary the Offer within those 3 business days, then the Corporation will be entitled to enter into the Proposed Agreement as necessary to acquire the Transferred Interests at the same price and under the same terms and conditions as set forth if, in the SP Notice ("Assignee Acceptance Notice"); provided furtheropinion of the board of directors of the Corporation, howeveracting in good faith, if the failure to do so would be inconsistent with the discharge of their fiduciary duties under applicable law, upon payment to Bidder of the terms set forth in amount payable under Section 6.2. The Corporation acknowledges and agrees that each successive modification of any Acquisition Proposal shall constitute a new Acquisition Proposal for purposes of the SP Notice Assignor is proposing requirement of this Section 6.1 to accept property (other than cash or promissory notes), Assignee shall have the right to substitute cash in initiate an amount equal to the value of such other propertyadditional 3 business day notice period. (d) If Assignor does not give an SP Notice to Assignee on or before May 16, 1997, or if Assignee gives an Assignee Acceptance Notice to Assignor in accordance with subsection (c) hereof, neither Assignor nor Assignee shall thereafter have any right to terminate this Agreement pursuant to Section 15(c).

Superior Proposal. (a) Each party agrees and acknowledges that from and after The GP Conflicts Committee shall be entitled to effect, or cause the date hereof until the close MLP Entities to effect, a Withdrawal of business on April 28, 1997, if Assignor receives Recommendation in connection with a Superior ProposalProposal (to the extent permitted under Section 6.4(c)), Assignor may only if (iA) furnish the GP Conflicts Committee shall have delivered to Parent GP a written notice (a “Superior Proposal Notice”) (1) stating that the GP Conflicts Committee intends to take such actions pursuant to Section 6.4(c), (2) stating that the GP Conflicts Committee has made the determinations set forth in Sections 6.4(c)(i)(A) and 6.4(c)(ii) and (3) including an unredacted copy of such Superior Proposal and proposed an unredacted form of any information requested by the Offering Party with respect Alternative Acquisition Agreement related to such Superior Proposal (other than including any materials relating to such Person’s proposed equity and debt financing, if any) and (B) the contents Negotiation Period shall have expired and the Superior Proposal remains a Superior Proposal at the end of the Negotiation Period. During the four Business Day period commencing on the date of Parent GP’s receipt of such Superior Proposal Notice (such period, as may be extended pursuant to this Section 6.4(d)(i), the “Negotiation Period”), the MLP Entities shall engage, and shall cause their Representatives to be available for the purpose of engaging, in good faith negotiations with Parent GP (to the extent Parent GP desires to negotiate) regarding an amendment of this Agreement or any Ancillary Agreement), (ii) participate in negotiations with such Offering Party regarding such so that the Alternative Proposal that is the subject of the Superior Proposal or (iii) enter into one or more letters of intent, term sheets or agreements with respect Notice ceases to any Superior Proposals; provided, however, that if Assignor proposes to take any of the actions specified in clause (iii) hereof, Assignor shall give Assignee prior written notice setting forth Assignor's proposed actions. (b) Not later than the close of business on May 12, 1997, Assignor shall require each Offering Party with whom it is still engaged in discussions to submit a final binding offer, subject only to acceptance by Assignor. Not later than the close of business on May 16, 1997, Assignor shall (i) determine whether any such offer constitutes be a Superior Proposal, (ii) if there is more than one Superior Proposal, select which Superior Proposal Assignor intends to accept and (iii) provide written notice to Assignee setting forth all . Each time the financial or other material terms and or conditions of such selected Bona Fide Alternative Proposal (or terms or conditions related thereto, such as the proposed equity and debt financing) are amended or modified, the MLP Entities shall be required to deliver to Parent GP a new Superior Proposal Notice ("SP Notice"). (cincluding, as attachments thereto, amended forms of the written Alternative Acquisition Agreements relating to such Bona Fide Alternative Proposal) After and the Negotiation Period shall be extended by an additional two Business Days from the date of Parent’s receipt of the SP such new Superior Proposal Notice, Assignee shall have five (5) days to notify Assignor of its agreement to modify this Agreement and any Ancillary Agreement as necessary to acquire the Transferred Interests at the same price and under the same terms and conditions as set forth in the SP Notice ("Assignee Acceptance Notice"); provided further, however, if under the terms set forth in the SP Notice Assignor is proposing to accept property (other than cash or promissory notes), Assignee shall have the right to substitute cash in an amount equal to the value of such other property. (d) If Assignor does not give an SP Notice to Assignee on or before May 16, 1997, or if Assignee gives an Assignee Acceptance Notice to Assignor in accordance with subsection (c) hereof, neither Assignor nor Assignee shall thereafter have any right to terminate this Agreement pursuant to Section 15(c).

Superior Proposal. Notwithstanding anything to the contrary set forth in this Agreement, prior to the time, but not after, the Company Requisite Vote is obtained, the Board of Directors of the Company (aor an authorized committee thereof) Each party agrees may terminate this Agreement pursuant to and acknowledges that from and in accordance with Section 8.3(a) if (i) after the date hereof until hereof, the close of business on April 28, 1997, if Assignor Company receives a Superior ProposalProposal that is not subject to due diligence, Assignor may (iii) furnish any information requested by the Offering Party Board of Directors of the Company (or an authorized committee thereof) determines in good faith, after consultation with its outside counsel, that failure to do so would be inconsistent with its fiduciary duties under applicable Law, (iii) the Company notifies Parent in writing, at least five (5) Business Days in advance, that it intends to terminate this Agreement pursuant to Section 8.3(a) with respect to such Superior Proposal (other than Proposal, which notice shall specify the contents identity of this Agreement or any Ancillary Agreement), (ii) participate in negotiations with such Offering Party regarding the party who made such Superior Proposal or (iii) enter into one or more letters and all of intent, term sheets or agreements with respect to any Superior Proposals; provided, however, that if Assignor proposes to take any of the actions specified in clause (iii) hereof, Assignor shall give Assignee prior written notice setting forth Assignor's proposed actions. (b) Not later than the close of business on May 12, 1997, Assignor shall require each Offering Party with whom it is still engaged in discussions to submit a final binding offer, subject only to acceptance by Assignor. Not later than the close of business on May 16, 1997, Assignor shall (i) determine whether any such offer constitutes a Superior Proposal, (ii) if there is more than one Superior Proposal, select which Superior Proposal Assignor intends to accept and (iii) provide written notice to Assignee setting forth all the material terms and conditions of such selected Superior Proposal and, unless previously delivered to Parent, attach the most current version of such agreement; ("SP Notice"). (civ) After receipt of after providing such notice and prior to terminating this Agreement pursuant to Section 8.3(a) with respect to such Superior Proposal, the SP Notice, Assignee Company shall have negotiate in good faith on an exclusive basis with Parent during such five (55)-Business Day period (to the extent that Parent desires to negotiate) days to notify Assignor make such revisions to the terms of its agreement to modify this Agreement and any Ancillary Agreement the Financing Commitment as necessary to acquire would permit the Transferred Interests at Board of Directors of the same price and under the same terms and conditions as set forth in the SP Notice ("Assignee Acceptance Notice"); provided further, however, if under the terms set forth in the SP Notice Assignor is proposing to accept property (other than cash or promissory notes), Assignee shall have the right to substitute cash in an amount equal to the value of such other property. (d) If Assignor does Company not give an SP Notice to Assignee on or before May 16, 1997, or if Assignee gives an Assignee Acceptance Notice to Assignor in accordance with subsection (c) hereof, neither Assignor nor Assignee shall thereafter have any right to terminate this Agreement pursuant to Section 15(c8.3(a) in response to such Superior Proposal; and (v) the Board of Directors of the Company (or an authorized committee thereof) shall have considered in good faith any changes to this Agreement and the Financing Commitment and shall have determined in good faith that such Superior Proposal would continue to constitute a Superior Proposal that is not subject to due diligence if such changes offered by Parent were to be given effect; provided that in the event that the Superior Proposal is thereafter modified by the party making such Superior Proposal, the Company shall provide written notice of such modified Superior Proposal to Parent and shall again comply with this Section 6.2(e) and provide Parent with an additional notice prior to terminating this Agreement pursuant to Section 8.3(a) (and shall do so for each subsequent modification).

Superior Proposal. Notwithstanding anything to the contrary set forth in this Agreement, prior to the time, but not after, the Stockholder Written Consent is obtained, the Board of Directors of the Company (aor an authorized committee thereof) Each party agrees may terminate this Agreement pursuant to and acknowledges that from and in accordance with Section 8.1(a)(v) if (i) after the date hereof until the close of business on April 28, 1997, if Assignor receives a Superior Proposal, Assignor may (i) furnish any information requested by the Offering Party with respect to such Superior Proposal (other than the contents of this Agreement or any Ancillary Agreement), (ii) participate in negotiations with such Offering Party regarding such Superior Proposal or (iii) enter into one or more letters of intent, term sheets or agreements with respect to any Superior Proposals; provided, however, that if Assignor proposes to take any of the actions specified in clause (iii) hereof, Assignor shall give Assignee prior written notice setting forth Assignor's proposed actions. (b) Not later than the close of business on May 12, 1997, Assignor shall require each Offering Party with whom it is still engaged in discussions to submit a final binding offer, subject only to acceptance by Assignor. Not later than the close of business on May 16, 1997, Assignor shall (i) determine whether any such offer constitutes Company receives a Superior Proposal, (ii) if there is more than one the Board of Directors of the Company (or an authorized committee thereof) determines in good faith, after consultation with its outside counsel, that failure to do so would be inconsistent with its fiduciary duties under applicable Law, (iii) the Company notifies the Purchaser in writing, at least five (5) Business Days in advance, that it intends to terminate this Agreement pursuant to Section 8.1(a)(v) with respect to such Superior Proposal, select which notice shall specify the identity of the party who made such Superior Proposal Assignor intends to accept and (iii) provide written notice to Assignee setting forth all of the material terms and conditions of such selected Superior Proposal and, unless previously delivered to the Purchaser, attach the most current version of such agreement; ("SP Notice"). (civ) After receipt of after providing such notice and prior to terminating this Agreement pursuant to Section 8.1(a)(v) with respect to such Superior Proposal, the SP Notice, Assignee Company shall have negotiate in good faith on an exclusive basis with the Purchaser during such five (55)-Business Day period (to the extent that the Purchaser desires to negotiate) days to notify Assignor make such revisions to the terms of its agreement to modify this Agreement and any Ancillary Agreement the Financing as necessary to acquire would permit the Transferred Interests at Board of Directors of the same price and under the same terms and conditions as set forth in the SP Notice ("Assignee Acceptance Notice"); provided further, however, if under the terms set forth in the SP Notice Assignor is proposing to accept property (other than cash or promissory notes), Assignee shall have the right to substitute cash in an amount equal to the value of such other property. (d) If Assignor does Company not give an SP Notice to Assignee on or before May 16, 1997, or if Assignee gives an Assignee Acceptance Notice to Assignor in accordance with subsection (c) hereof, neither Assignor nor Assignee shall thereafter have any right to terminate this Agreement pursuant to Section 15(c8.1(a)(v) in response to such Superior Proposal; and (v) the Board of Directors of the Company (or an authorized committee thereof) shall have considered in good faith any changes to this Agreement and the Financing and shall have determined in good faith that such Superior Proposal would continue to constitute a Superior Proposal if such changes offered by the Purchaser were to be given effect; provided, however, that in the event that the Superior Proposal is thereafter modified by the party making such Superior Proposal, the Company shall provide written notice of such modified Superior Proposal to the Purchaser and shall again comply with this Section 4.3(d) and provide Purchaser with an additional notice prior to terminating this Agreement pursuant to Section 8.1(a)(v) (and shall do so for each subsequent modification).

Superior Proposal. Notwithstanding anything to the contrary in this Agreement, prior to the time the Company Shareholder Approval is obtained, but not after, the Company Board of Directors (aor any committee thereof) Each party agrees may terminate this Agreement pursuant to Section 9.1(d)(i) to enter into an Alternative Acquisition Agreement relating to any Company Acquisition Proposal or recommend a Company Acquisition Proposal which Company Acquisition Proposal did not arise or result from any breach of this Section 6.4; provided, in each case, that the Company Board of Directors (or any committee thereof) has determined in good faith, after consultation with its financial advisors and acknowledges outside legal counsel, (x) that from failure to take such action would reasonably be expected to be inconsistent with the directors’ fiduciary duties under applicable Law and after the date hereof until the close of business on April 28, 1997, if Assignor receives (y) that such Company Acquisition Proposal constitutes a Company Superior Proposal, Assignor may (i) furnish any information requested by the Offering Party with respect to such Superior Proposal (other than the contents of this Agreement or any Ancillary Agreement), (ii) participate in negotiations with such Offering Party regarding such Superior Proposal or (iii) enter into one or more letters of intent, term sheets or agreements with respect to any Superior Proposals; provided, however, that if Assignor proposes to take (i) the Company Board of Directors (or any of the actions specified in clause committee thereof) has given Parent at least three (iii3) hereof, Assignor shall give Assignee Business Days’ prior written notice setting forth Assignor's proposed actions. of its intention to take such action (b) Not later than the close which notice shall include an unredacted copy of business on May 12, 1997, Assignor shall require each Offering Party with whom it is still engaged in discussions to submit a final binding offer, subject only to acceptance by Assignor. Not later than the close of business on May 16, 1997, Assignor shall (i) determine whether any such offer constitutes a Company Superior Proposal, an unredacted copy of the relevant proposed transaction agreements and a copy of any financing commitments relating thereto, a written summary of the material terms of any Company Superior Proposal not made in writing, including any financing commitments relating thereto (such notice a “Company Superior Proposal Notice”), (ii) if there is more than one Superior Proposalfollowing the end of such notice period, select during which time the Company Board of Directors (or any committee thereof) shall have negotiated in good faith with Parent with respect to such proposed revisions or other proposal to the extent Parent wishes to do so, the Company Board of Directors (or any committee thereof) shall have considered in good faith any proposed revisions to this Agreement proposed in writing by Parent and shall have determined that the Company Superior Proposal Assignor intends continues to accept and (iii) provide written notice to Assignee setting forth all the material terms and conditions of such selected constitute a Company Superior Proposal ("SP Notice"). (ctaking such proposed revisions into account) After receipt of and that failure to take such action would be reasonably expected to be inconsistent with the SP Notice, Assignee shall have directors’ fiduciary duties under applicable Law. In the event that the Company provides a Company Superior Proposal Notice on a date which is fewer than five (5) Business Days prior to the Company Meeting, the Company shall be entitled to adjourn or postpone the Company Meeting to a date that is not more than fifteen (15) days to notify Assignor after the date of its agreement to modify this Agreement such Company Superior Proposal Notice and any Ancillary Agreement as necessary to acquire the Transferred Interests at the same price and under the same terms and conditions as set forth in the SP Notice ("Assignee Acceptance Notice"); provided further, however, if under the terms set forth in the SP Notice Assignor is proposing to accept property (other than cash or promissory notes), Assignee shall have the right to substitute cash in an amount equal event of any subsequent material change to the value material terms of such other property. (d) If Assignor does not give an SP Notice Company Superior Proposal prior to Assignee on or before May 16, 1997, or if Assignee gives an Assignee Acceptance Notice to Assignor in accordance with subsection (c) hereof, neither Assignor nor Assignee shall thereafter have any right to terminate this the termination of the Agreement pursuant to Section 15(c9.1(d)(i), the Company shall, in each case, have delivered to Parent an additional notice consistent with that described in clause (i) above and the notice period in clause (i) shall have recommenced and the condition in clause (ii) shall have been satisfied again, except that the notice period shall be at least one (1) Business Day (rather than the three (3) Business Days otherwise contemplated by clause (i) above).

Superior Proposal. Notwithstanding anything to the contrary herein, prior to the time the Company Shareholder Approval is obtained, but not after, the Board of Directors of the Company (aor any committee thereof) Each party agrees may terminate this Agreement pursuant to Section 9.03(a) to enter into an Alternative Acquisition Agreement relating to any Acquisition Proposal, which Acquisition Proposal did not result from any breach of this Section 7.02 if the Board of Directors of the Company (or any committee thereof) has determined in good faith, after consultation with its financial advisor and acknowledges outside legal counsel, (x) that from failure to take such action would be reasonably likely to be inconsistent with the directors’ fiduciary duties under applicable Law and after the date hereof until the close of business on April 28, 1997, if Assignor receives (y) that such Acquisition Proposal constitutes a Superior Proposal, Assignor may (i) furnish any information requested by the Offering Party with respect to such Superior Proposal (other than the contents of this Agreement or any Ancillary Agreement), (ii) participate in negotiations with such Offering Party regarding such Superior Proposal or (iii) enter into one or more letters of intent, term sheets or agreements with respect to any Superior Proposals; provided, however, that if Assignor proposes (1) the Board of Directors of the Company (or any committee thereof) has given Parent at least three Business Days’ prior written notice of its intention to take any such action (which notice shall include an unredacted copy of the actions specified Superior Proposal, an unredacted copy of the relevant proposed transaction agreements and a copy of any financing commitments relating thereto and a written summary of the material terms of any Superior Proposal not made in writing, including any financing commitments relating thereto), (2) following the end of such notice period, the Board of Directors of the Company (or any committee thereof) shall have considered in good faith any proposed revisions to this Agreement proposed in writing by Parent and shall have determined that the Superior Proposal continues to constitute a Superior Proposal and that failure to take such action would be reasonably likely to be inconsistent with the directors’ fiduciary duties under applicable Law and (3) in the event of any material change to the material terms of such Superior Proposal, the Company shall, in each case, have delivered to Parent an additional notice consistent with that described in clause (iii1) hereofabove and the notice period in clause (1) shall have recommenced and the condition in clause (2) shall have been satisfied again, Assignor except that the notice period shall give Assignee prior written notice setting forth Assignor's proposed actions. be at least one Business Day (b) Not later rather than the close of business on May 12, 1997, Assignor shall require each Offering Party with whom it is still engaged in discussions to submit a final binding offer, subject only to acceptance three Business Days otherwise contemplated by Assignor. Not later than the close of business on May 16, 1997, Assignor shall clause (i1) determine whether any such offer constitutes a Superior Proposal, (ii) if there is more than one Superior Proposal, select which Superior Proposal Assignor intends to accept and (iii) provide written notice to Assignee setting forth all the material terms and conditions of such selected Superior Proposal ("SP Notice"above). (c) After receipt of the SP Notice, Assignee shall have five (5) days to notify Assignor of its agreement to modify this Agreement and any Ancillary Agreement as necessary to acquire the Transferred Interests at the same price and under the same terms and conditions as set forth in the SP Notice ("Assignee Acceptance Notice"); provided further, however, if under the terms set forth in the SP Notice Assignor is proposing to accept property (other than cash or promissory notes), Assignee shall have the right to substitute cash in an amount equal to the value of such other property. (d) If Assignor does not give an SP Notice to Assignee on or before May 16, 1997, or if Assignee gives an Assignee Acceptance Notice to Assignor in accordance with subsection (c) hereof, neither Assignor nor Assignee shall thereafter have any right to terminate this Agreement pursuant to Section 15(c).

Superior Proposal. (a) Each party agrees and acknowledges that from and after By PGB or the date hereof until Bank, at any time prior to the close time the requisite vote of business on April 28, 1997PGB stockholders is obtained, if Assignor receives (i) PGB and the Bank are not in material breach of any of the terms of this Agreement, (ii) the respective boards of directors of PGB and the Bank authorizes PGB or the Bank, subject to compliance with the terms of this Agreement, to enter into a definitive agreement (other than a mere confidentiality agreement) with respect to a Superior Proposal and PGB or the Bank notifies RBB Bancorp and RBB in writing that it intends to enter into such an agreement, attaching the most current version of such agreement to such notice, (iii) RBB Bancorp or RBB does not make, within five (5) Business Days of receipt of PGB’s or the Bank’s written notification of its intention to enter into a binding agreement for a Superior Proposal, Assignor may an offer that PGB or the Bank board of directors determines, in good faith after consultation with its financial advisors, is at least as favorable, from a financial point of view, to the PGB stockholders as the Superior Proposal and (iiv) furnish any information requested by PGB or the Offering Party with respect Bank, prior to such Superior Proposal termination, pays RBB Bancorp in immediately available funds the Termination Fee required to be paid pursuant to Section 8.02(b). PGB or the Bank shall (other than x) not enter into the contents of this Agreement or any Ancillary Agreement), binding agreement referred to in clause (ii) participate in negotiations with such Offering Party regarding such Superior Proposal or above until at least the sixth Business Day after it has provided the notice to RBB Bancorp and RBB required thereby, (iiiy) notify RBB Bancorp and RBB promptly if its intention to enter into one or more letters of intentthe written agreement referred to in its notification shall change at any time after giving such notification and (z) during such five-Business Day period, term sheets or agreements negotiate in good faith with RBB Bancorp and RBB with respect to any Superior Proposals; provided, however, that if Assignor proposes revisions to take any the terms of the actions specified transaction contemplated by this Agreement proposed by RBB Bancorp and RBB in clause (iii) hereof, Assignor shall give Assignee prior written notice setting forth Assignor's proposed actions. (b) Not later than the close of business on May 12, 1997, Assignor shall require each Offering Party with whom it is still engaged in discussions response to submit a final binding offer, subject only to acceptance by Assignor. Not later than the close of business on May 16, 1997, Assignor shall (i) determine whether any such offer constitutes a Superior Proposal, (ii) if there is more than one Superior Proposal, select which Superior Proposal Assignor intends to accept and (iii) provide written notice to Assignee setting forth all the material terms and conditions of such selected Superior Proposal ("SP Notice")any. (c) After receipt of the SP Notice, Assignee shall have five (5) days to notify Assignor of its agreement to modify this Agreement and any Ancillary Agreement as necessary to acquire the Transferred Interests at the same price and under the same terms and conditions as set forth in the SP Notice ("Assignee Acceptance Notice"); provided further, however, if under the terms set forth in the SP Notice Assignor is proposing to accept property (other than cash or promissory notes), Assignee shall have the right to substitute cash in an amount equal to the value of such other property. (d) If Assignor does not give an SP Notice to Assignee on or before May 16, 1997, or if Assignee gives an Assignee Acceptance Notice to Assignor in accordance with subsection (c) hereof, neither Assignor nor Assignee shall thereafter have any right to terminate this Agreement pursuant to Section 15(c).

Superior Proposal. (a) Each party agrees and acknowledges that from and after the date hereof until the close of business on April 28, 1997, if Assignor receives a Superior Proposal, Assignor may (i) furnish any information requested by If the Offering Party Company receives an Acquisition Proposal that constitutes a Superior Proposal prior to obtaining the Company Shareholder Approval, the Company Board of Directors may, or may cause the Company to, subject to compliance with Section 9.1(d)(ii) and Section 9.2, enter into a definitive agreement with respect to such Superior Proposal (other than the contents of this Agreement an “Alternative Acquisition Agreement”) or any Ancillary Agreement)recommend such Superior Proposal, if and only if: (iiA) participate in negotiations with such Offering Party regarding such Superior Proposal does not result from a breach of this Section 6.4; (B) such Person making the Superior Proposal was not restricted from making such Superior Proposal pursuant to a confidentiality, standstill or (iii) enter into one similar agreement, restriction or more letters of intent, term sheets covenant with the Company or agreements with respect to any Superior Proposals; provided, however, that if Assignor proposes to take any of its Subsidiaries; (C) the actions specified in clause (iii) hereof, Assignor shall give Assignee prior Company or its Representatives have delivered to Parent a written notice setting forth Assignor's proposed actions. (b) Not later than of the close determination of business on May 12, 1997, Assignor shall require each Offering Party with whom it is still engaged in discussions to submit a final binding offer, subject only to acceptance by Assignor. Not later than the close Company Board of business on May 16, 1997, Assignor shall (i) determine whether any Directors that such offer Acquisition Proposal constitutes a Superior Proposal, of the value and financial terms that the Company Board of Directors (iiin consultation with the Company’s financial advisors) if there is more than one has determined should be ascribed to any non-cash consideration offered under such Superior Proposal and of the intention to enter into a definitive agreement with respect to such Superior Proposal (such notice, a “Superior Proposal Notice”); (D) the Company or its Representatives have delivered to Parent an unredacted copy of the Superior Proposal, select which Superior Proposal Assignor intends to accept an unredacted copy of the relevant proposed transaction agreements, a copy of any financing commitments relating thereto and (iii) provide a written notice to Assignee setting forth all summary of the material terms of any Superior Proposal not made in writing, including any financing commitments relating thereto; (E) a period of five Business Days (the “Matching Period”) has elapsed from the date that is the later of (x) the date on which Parent received the Superior Proposal Notice and conditions (y) the date on which Parent received all of the materials referred to in Section 6.4(e)(i)(D); (F) after the Matching Period, the Company Board of Directors has determined in good faith, (x) after consultation with the Company’s outside legal counsel, that failure to cause the Company to enter into such selected definitive agreement would be inconsistent with the directors’ fiduciary duties under applicable Law; and (y) after consultation with the Company’s financial advisors and outside legal counsel, that such Acquisition Proposal constitutes a Superior Proposal ("SP Notice"if applicable, compared to the terms of this Agreement as proposed to be amended by Parent under Section 6.4(e)(ii).); and (cG) After receipt of prior to or concurrently with entering into such definitive agreement, the SP Notice, Assignee shall have five (5) days to notify Assignor of its agreement to modify this Agreement and any Ancillary Agreement as necessary to acquire the Transferred Interests at the same price and under the same terms and conditions as set forth in the SP Notice ("Assignee Acceptance Notice"); provided further, however, if under the terms set forth in the SP Notice Assignor is proposing to accept property (other than cash or promissory notes), Assignee shall have the right to substitute cash in an amount equal to the value of such other property. (d) If Assignor does not give an SP Notice to Assignee on or before May 16, 1997, or if Assignee gives an Assignee Acceptance Notice to Assignor in accordance with subsection (c) hereof, neither Assignor nor Assignee shall thereafter have any right to terminate Company terminates this Agreement pursuant to Section 15(c9.1(d)(ii) and pays the Termination Fee pursuant to Section 9.2. (ii) During the Matching Period, (A) Parent shall have the opportunity (but not the obligation) to offer to amend this Agreement in order for such Acquisition Proposal to cease to be a Superior Proposal and the Company Board of Directors shall, in consultation with the Company’s financial advisors and outside legal counsel, review any such offer made by Parent to amend the terms of this Agreement in good faith in order to determine whether such proposal would, upon acceptance, result in the Acquisition Proposal previously constituting a Superior Proposal ceasing to be a Superior Proposal, and (B) if the Acquisition Proposal would no longer constitute a Superior Proposal, the Company shall, and shall cause its Representatives to, negotiate in good faith with Parent to make such amendments to the terms of this Agreement as would enable Parent to proceed with the transactions contemplated by this Agreement on such amended terms. If the Company Board of Directors, after consultation with its financial advisors and outside legal counsel, shall have determined that such Superior Proposal would cease to be a Superior Proposal as a result of negotiations with Parent, with respect to proposed revisions or other proposal, the Parties shall amend this Agreement to reflect such offer and shall take and cause to be taken all such actions as are necessary to give effect to the foregoing. (iii) Each successive amendment to such Superior Proposal that results in an increase in, or modification of, the consideration (or value of such consideration) to be received by the Company Shareholders or other material terms or conditions of such Superior Proposal prior to the termination of the Agreement pursuant to Section 9.1(d)(ii) shall constitute a new Acquisition Proposal for the purpose of this Section 6.4, except that Parent shall be afforded a new three Business Day Matching Period (rather than the initial five Business Day Matching Period contemplated above) from the later of (x) the date on which Parent received the Superior Proposal Notice for the new Superior Proposal and (y) the date on which Parent received all of the materials referred to in Section 6.4(e)(i)(D) with respect to such new Superior Proposal. (iv) The Company Board of Directors shall promptly reaffirm the Company Recommendation by press release after (A) any Acquisition Proposal which is not determined to be a Superior Proposal is publicly announced or publicly disclosed, or (B) the Company Board of Directors determines that a proposed amendment to the terms of this Agreement as contemplated under Section 6.4(e)(ii) would result in an Acquisition Proposal no longer being a Superior Proposal. The Company shall provide Parent and its outside legal counsel with a reasonable opportunity to review the form and content of any such press release and shall make all reasonable amendments to such press release as requested by Parent and its outside legal counsel. (v) If the Company provides a Superior Proposal Notice to Parent after a date that is less than ten Business Days before the Company Meeting, the Company shall be entitled to, and shall upon reasonable request from Parent, postpone the Company Meeting to a date that is not more than 15 Business Days after the scheduled date of the Company Meeting (but in any event the Company Meeting shall not be postponed to a date which would prevent the Arrangement Effective Time from occurring on or prior to the Outside Date).

Superior Proposal. Notwithstanding Sections 4.1 and 4.2, provided that there has been no breach thereof, the Board of Directors of Nord and Nord are not prohibited by Section 4.1 or 4.2 from: (a) Each party agrees considering, negotiating and acknowledges that from providing information and disclosure in respect of Nord if Nord's Board of Directors determines in good faith (after consultation with its financial advisors, after appropriately considering all relevant factors and after receiving the date hereof until advice of outside counsel to the close effect that the board of business on April 28directors of Nord must do so in order to discharge properly its fiduciary duties) that an Acquisition Proposal is, 1997or is reasonably likely to result in, if Assignor receives a transaction (a "Superior Proposal, Assignor may Transaction"): (i) furnish any information requested by pursuant to which (A) more than 50% of the Offering Party with respect then outstanding Nord Shares would be transferred, (B) an amount of Nord Shares greater than 100% of the then outstanding Nord Shares would be issued, (C) the holders of more than 50% of the Nord Shares outstanding immediately prior to such Superior Proposal transaction would following such transaction receive in exchange for Nord Shares an amount of securities (other if any) of the surviving or resulting entity (or its direct or indirect parent, as applicable) constituting less than 50% of the contents voting power of this Agreement the surviving or any Ancillary Agreement)resulting entity (or its direct or indirect parent, as applicable) or (D) in which all or substantially all of the assets of Nord (on a consolidated basis) would be transferred; (ii) participate in negotiations with on terms which are more favourable from a financial point of view to the holders of Nord Shares than the Arrangement (taking into account all of the terms, conditions and aspects of such Offering Party regarding such Superior Acquisition Proposal or and the Arrangement); (iii) enter into for which any necessary financing is committed; and (iv) that does not contain a due diligence condition; provided that: (v) Nord promptly (and in any event at least one or more letters of intent, term sheets or agreements with respect business day prior to taking any Superior Proposals; provided, however, that if Assignor proposes to take any such action) notifies Allied orally and in writing of the actions specified in clause (iii) hereof, Assignor shall give Assignee prior written notice setting forth Assignor's proposed actions. (b) Not later than the close identity of business on May 12, 1997, Assignor shall require each Offering Party a party to whom it is providing information or with whom it is still engaged in discussions to submit a final binding offer, subject only to acceptance by Assignor. Not later than the close of business on May 16, 1997, Assignor shall (i) determine whether any such offer constitutes a Superior Proposal, (ii) if there is more than one Superior Proposal, select which Superior Proposal Assignor intends to accept discussing or negotiating and (iii) provide written notice to Assignee setting forth all the material terms and conditions of any Acquisition Proposal together with copies of all correspondence and draft agreements or documents related to such selected Superior Proposal ("SP Notice").Acquisition Proposal; (cvi) After receipt Nord receives from such person or group an executed confidentiality agreement containing commercially reasonable limitations on the use and disclosure of all non-public written and oral information furnished to such person or group by or on behalf of Nord, and a standstill agreement which provides to the effect that, for a period of one year from the date of this Agreement, without the prior written consent of Nord and in compliance with this Section 4.3, such person or group (or any member of such group) will not in any manner, directly or indirectly, or in conjunction with any other person or entity: (A) effect or seek, offer or propose (whether publicly or otherwise) to effect or participate in, (1) any acquisition of any securities (or beneficial ownership thereof) or assets of Nord or a Nord Subsidiary, (2) any tender or exchange offer, merger or other business combination involving Nord or a Nord Subsidiary, (3) any recapitalization, restructuring, liquidation, dissolution or other extraordinary transaction with respect to Nord or a Nord Subsidiary, or (4) any "solicitation" of "proxies" (as such terms are defined in Rule 14a-1 under the U.S. Exchange Act) or consents to vote any securities of Nord or a Nord Subsidiary; (B) form, join or in any way participate in a "group" (as such term is used in Section 13(d)(3) of the SP NoticeU.S. Exchange Act) or otherwise act, Assignee shall have five (5) days alone or with others, to notify Assignor of its agreement to modify this Agreement and any Ancillary Agreement as necessary seek to acquire or affect control or influence the Transferred Interests at management, Board of Directors or policies of Nord or a Nord Subsidiary; (C) enter into any discussions or arrangements with any third party regarding any of the same price foregoing; or (D) take any action which might force Nord to make a public announcement regarding any of the foregoing; in each case in form and under substance satisfactory of Allied, acting reasonably; and (vii) contemporaneously with furnishing any such non-public information to such person or group, Nord furnishes such non-public information to Allied (to the same terms and conditions as set forth in the SP Notice ("Assignee Acceptance Notice"extent such non-public information has not been previously furnished by Nord to Allied); provided furtheror (b) accepting, howeverapproving, recommending to its shareholders or entering into an unsolicited bona fide agreement or arrangement regarding an Acquisition Proposal if the board of directors of Nord determines in good faith (after consultation with its financial advisors, after appropriately considering all relevant factors and after receiving the advice of outside counsel to the effect that the board of directors of Nord must do so in order to discharge properly its fiduciary duties) that such Acquisition Proposal would, if under the terms set forth in the SP Notice Assignor is proposing to accept property (other than cash or promissory notes), Assignee shall have the right to substitute cash in an amount equal to the value of such other property. (d) If Assignor does not give an SP Notice to Assignee on or before May 16, 1997, or if Assignee gives an Assignee Acceptance Notice to Assignor consummated in accordance with subsection its terms (c) hereofbut taking into account the risk of non-completion), neither Assignor nor Assignee shall thereafter have result in a Superior Transaction; provided that immediately prior to any right entry into an agreement or arrangement pursuant to this Subsection 4.3(b), Nord terminates this agreement pursuant to Section 9.5 and at or prior to such termination pays the Termination Amount as provided in such Section 9.5. Nord will not terminate this Agreement pursuant to Subsection 4.3(b) or enter into any agreement, arrangement or understanding regarding a Superior Transaction (a "Proposed Agreement") and will not effect a Board Approval Modification relating to a Superior Transaction without first providing Allied with an opportunity to amend the Arrangement contemplated by this agreement as described below. Nord will in any event (i) provide Allied with a copy of any Proposed Agreement in the final form proposed by the person making the proposal, as soon as possible and in any event not less than five business days prior to its proposed execution by Nord, and (ii) provide Allied not less than five business days prior written notice of any such Board Approval Modification together with a description of the material terms of the Superior Transaction related thereto. If Allied agrees to amend the Arrangement contemplated by this agreement (an "Amended Transaction") within such five business day period such that in the good faith determination of the Board of Directors of Nord in the exercise of its fiduciary duties (after having received the advice of its financial advisors in this regard), the Amended Transaction, if consummated, is reasonably likely to result in a transaction which is as favourable or more favourable from a financial point of view to the holders of Nord Shares as the Superior Transaction (taking into account all of the terms, conditions and aspects of such Amended Transaction and Superior Transaction), Nord will not enter into the Proposed Agreement or, as applicable, effect the Board Approval Modification, and will agree to the Amended Transaction. Any amendment to an Acquisition Proposal will be deemed for purposes hereof to be a new Acquisition Proposal which will be subject to the provisions of this Section 15(c)4.3.

Superior Proposal. (a) Each party agrees and acknowledges that from and after the date hereof until the close Subject to Section 9.3(b) below, for purposes of business on April 28this Agreement, 1997, if Assignor receives a "Superior Proposal, Assignor may " shall mean a Takeover Proposal that (i) furnish any information requested either is not subject to a financing contingency or, if so subject, is accompanied by the Offering Party with respect to such Superior Proposal (other than the contents of this Agreement executed financing commitments from bona fide lenders or any Ancillary Agreement)investors in sufficient amount and customary form, (ii) participate the Board in negotiations with such Offering Party regarding such Superior Proposal or good faith concludes (following the receipt of the advice from its financial advisors and outside counsel) will result in a transaction which is likely to be consummated and (iii) enter into one or more letters of intent, term sheets or agreements with respect to any Superior Proposals; provided, however, that if Assignor proposes to take any the Board in good faith concludes (following the receipt of the actions specified advice from its financial advisors and outside counsel) will be likely to result in a transaction that, if consummated, would yield a higher purchase price to, and would otherwise be more favorable from a financial point of view to, the shareholders of the Company than the Share Exchange (taking into account any changes to the terms of the Share Exchange proposed by the Buyer pursuant to Section 9.3(b) below). In making its determination under clause (iii) hereofabove, Assignor the Board shall take into account, among other things, the form of consideration offered, it being understood that, in valuing any such consideration other than cash, the Board will take into account such valuation factors (such as discounts for lack of liquidity and other risks associated with the form of consideration offered) as are appropriate in the opinion of its financial advisors, and all legal, regulatory and similar other risks that may be associated with the proposal (and the person making it) as may be appropriate in the opinion of the Company's outside counsel. In evaluating the superiority of the proposal from a financial point of view, the Company shall give Assignee prior written notice setting forth Assignor's proposed actions. (b) Not later than effect to and take into account the close of business on May 12amendments, 1997if any, Assignor shall require each Offering Party with whom it is still engaged in discussions to submit a final binding offer, subject only to acceptance by Assignor. Not later than the close of business on May 16, 1997, Assignor shall (i) determine whether any such offer constitutes a Superior Proposal, (ii) if there is more than one Superior Proposal, select which Superior Proposal Assignor intends to accept and (iii) provide written notice to Assignee setting forth all the material terms and conditions of such selected Superior Proposal ("SP Notice"). (c) After receipt of the SP NoticeShare Exchange proposed by the Buyer in accordance Section 9.3(b) below, Assignee shall have five (5) days to notify Assignor of its agreement to modify this Agreement and any Ancillary Agreement as necessary to acquire the Transferred Interests at the same price and under the same terms and conditions as set forth in the SP Notice ("Assignee Acceptance Notice"); provided further, however, if under the terms set forth in the SP Notice Assignor is proposing to accept property (other than cash or promissory notes), Assignee shall have the right to substitute cash in an amount equal adjustment made pursuant to the value sentence immediately foregoing, and the effect on the total consideration receivable by the Company's shareholders of such other propertythe Termination Fee and the amount that the Company may be obligated to reimburse the Buyer for its expenses, as provided in Section 9.2 above. (d) If Assignor does not give an SP Notice to Assignee on or before May 16, 1997, or if Assignee gives an Assignee Acceptance Notice to Assignor in accordance with subsection (c) hereof, neither Assignor nor Assignee shall thereafter have any right to terminate this Agreement pursuant to Section 15(c).

Superior Proposal. (a) Each party agrees and acknowledges that from and after Between the date hereof until of this Agreement and the close Closing Date, the Sellers and their directors (to the extent acting in their capacity as such), officers, employees, Affiliates (as defined in Rule 405 promulgated under the Securities Act of business on April 281933, 1997as amended), if Assignor receives financial advisors and other advisors or representatives (collectively, the “Representatives”) shall not directly, knowingly or intentionally (i) initiate, solicit and encourage any Purchase Proposal (as defined below), including by way of providing access to non-public information pursuant to confidentiality agreements; or (ii) enter into, continue or maintain discussions or negotiations with respect to any Purchase Proposal or otherwise cooperate with or assist or participate in, or facilitate, any such inquiries, proposals, discussions or negotiations. If between the date of this Agreement and the Closing Date, the Sellers receive any Purchase Proposal that the Toreador Board of Directors (the “Toreador Board”) (i) concludes in good faith constitutes a transaction that is more favorable to Toreador’s stockholders, from a financial point of view and taking into account all legal, financial, regulatory and other aspects of the proposal, than the transactions contemplated by this Agreement (including any proposed alterations of the terms of this Agreement submitted by Buyer in response to a Superior Proposal Notice (as defined below)), (ii) after consultation with outside legal counsel, concludes in good faith that the failure to take such action would constitute a breach by the Toreador Board of its fiduciary duties to the Toreador stockholders under applicable law, and (iii) after entering into a confidentiality agreement with Buyer, provides a written notice to Buyer of the Sellers’ intention to accept such Purchase Proposal (each such Purchase Proposal being referred to as a “Superior Proposal” and collectively, as “Superior Proposals”), which notice (a “Superior Proposal Notice”) shall describe the material terms and conditions of the Superior Proposal, Assignor then on or after the fifth Business Day (the five Business Day period being referred to as the “Negotiation Period”) after Buyer’s receipt of such Superior Proposal Notice so long as such Superior Proposal is similar in all material respects to the Superior Proposal described in the Superior Proposal Notice, the Sellers may (i) furnish any information requested by the Offering Party enter into a binding agreement with respect to such Superior Proposal (other than the contents of and terminate this Agreement or any Ancillary Agreement), (ii) participate in negotiations accordance with such Offering Party regarding such Superior Proposal or (iii) enter into one or more letters of intent, term sheets or agreements with respect to any Superior ProposalsSection 11.1; provided, however, that if Assignor proposes to take any of during the actions specified in clause (iii) hereof, Assignor shall give Assignee prior written notice setting forth Assignor's proposed actions. (b) Not later than applicable five Business Day Negotiation Period after Buyer receives the close of business on May 12, 1997, Assignor shall require each Offering Party with whom it is still engaged in discussions to submit a final binding offer, subject only to acceptance by Assignor. Not later than the close of business on May 16, 1997, Assignor shall (i) determine whether any such offer constitutes a Superior Proposal, (ii) if there is more than one Superior Proposal, select which Superior Proposal Assignor intends Notice, the Sellers shall be obligated to accept and negotiate in good faith with the Buyer (iiito the extent Buyer desires to negotiate) provide written notice to Assignee setting forth all make such adjustments in the material terms and conditions of this Agreement such selected that the Superior Proposal ("SP Notice"). (c) After receipt would no longer be determined in good faith by the Toreador Board, in consultation with its financial advisors, to be a Superior Proposal. As used in this Agreement, the term “Purchase Proposal” shall mean any offer, agreement, proposal or indication of the SP Notice, Assignee shall have five (5) days to notify Assignor of its agreement to modify this Agreement and any Ancillary Agreement as necessary to acquire the Transferred Interests at the same price and under the same terms and conditions as set forth in the SP Notice ("Assignee Acceptance Notice"); provided further, however, if under the terms set forth in the SP Notice Assignor is proposing to accept property interest (other than cash this Agreement) relating to or promissory notes), Assignee shall have involving the right to substitute cash in an amount equal to acquisition or purchase from Sellers of all or any portion of the value of such other propertyProperties. (d) If Assignor does not give an SP Notice to Assignee on or before May 16, 1997, or if Assignee gives an Assignee Acceptance Notice to Assignor in accordance with subsection (c) hereof, neither Assignor nor Assignee shall thereafter have any right to terminate this Agreement pursuant to Section 15(c).

Superior Proposal. (a) Each party agrees Notwithstanding any other provision of this agreement, in response to a Competing Proposal that the Board determines in good faith (after consultation with its advisers) constitutes a Superior Proposal which was unsolicited and acknowledges that from and made after the date hereof until of this agreement and did not otherwise occur as a result of a breach of clause 9.1, the close Company may, subject to compliance with clause 9.2(b) and only to the extent the Board determines in good faith (after consultation with its advisers) that the failure to take such actions are likely to constitute a breach of business on April 28the Board’s fiduciary duties to the shareholders of the Company under applicable law: (1) furnish information with respect to the Company to the person making the Superior Proposal (and its representatives) pursuant to a customary confidentiality agreement containing provisions not less restrictive of such persons as the nondisclosure agreement entered into between the Company and an Affiliate of the Subscriber, 1997provided that all such information has previously been provided to the Subscriber or is provided to the Subscriber at the time it is provided to such person; and (2) participate in discussions or negotiations with the person making such Competing Proposal (and its representatives) regarding such Competing Proposal. (b) Neither the Board nor any committee thereof shall recommend, if Assignor receives adopt or approve, or propose publicly to recommend, adopt or approve, any Competing Proposal unless the Competing Proposal is a Superior Proposal. (c) Neither the Board nor any committee thereof shall recommend, Assignor may adopt or approve, or propose publicly to recommend, adopt or approve, any Superior Proposal or approve or recommend, or propose to approve or recommend, or allow the Company to execute or enter into, any letter of intent, memorandum of understanding, agreement in principle, financing agreement, merger agreement, acquisition agreement, option agreement, joint venture agreement, partnership agreement or other similar agreement (ieach, a Competing Agreement) furnish constituting or related to any information requested by the Offering Party with respect to such Superior Proposal (other than any action described above being referred to as a Company Adverse Recommendation Change) unless the contents of this Agreement or any Ancillary Agreement)Board determines in good faith (after consultation with its advisers) it is required to do in order to discharge its fiduciary duties to the Company’s shareholders under applicable law, (ii) participate in negotiations with such Offering Party regarding such Superior Proposal or (iii) enter into one or more letters of intent, term sheets or agreements with respect to any Superior Proposals; provided, however, that if Assignor proposes to take any no Company Adverse Recommendation Change may be made until after 5 Business Days following the Subscriber’s receipt of the actions specified in clause (iii) hereof, Assignor shall give Assignee prior written notice setting forth Assignor's proposed actions. (ba “Notice of Adverse Recommendation”) Not later than from the close of business on May 12, 1997, Assignor shall require each Offering Party with whom it is still engaged in discussions to submit a final binding offer, subject only to acceptance by Assignor. Not later than Company advising the close of business on May 16, 1997, Assignor shall (i) determine whether any such offer constitutes a Superior Proposal, (ii) if there is more than one Superior Proposal, select which Superior Proposal Assignor Subscriber that the Board intends to accept make a Company Adverse Recommendation Change and (iii) provide written notice to Assignee setting forth all specifying the material terms and conditions of such selected the Superior Proposal ("SP Notice"). (c) After receipt of the SP Notice, Assignee shall have five (5) days to notify Assignor of its agreement to modify this Agreement it being understood and agreed that any Ancillary Agreement as necessary to acquire the Transferred Interests at the same price and under the same terms and conditions as set forth in the SP Notice ("Assignee Acceptance Notice"); provided further, however, if under the terms set forth in the SP Notice Assignor is proposing to accept property (other than cash or promissory notes), Assignee shall have the right to substitute cash in an amount equal amendment to the value financial terms or any other material term of such other propertyproposal shall require a new Notice of Adverse Recommendation and a new five-day period). (d) Following receipt of a Notice of Adverse Recommendation, the Subscriber shall have the opportunity to present to the Board revised terms for the transactions contemplated by this agreement, including any proposed amendments or modifications to this agreement in respect of such revised terms. The Board shall consider in good faith any such revised terms and amendments or modifications submitted to it by the Subscriber. In determining whether to make a Company Adverse Recommendation Change in response to a Superior Proposal, the Board shall take into account the Subscriber’s revised terms and any proposed changes to the terms of this agreement proposed by the Subscriber in response to a Notice of Adverse Recommendation or otherwise and whether the revised terms are reasonably equivalent or superior from a financial point of view to the terms of the Superior Proposal and, if such terms are determined by a vote of the Board to be reasonably equivalent or superior from a financial point of view (to the shareholders as a whole) to the terms of the Superior Proposal, the Board must: (1) call and hold a shareholder meeting in order to pass any resolution required to implement any such revised proposal by the Subscriber and enter into any definitive agreement (or any amendment to this agreement) which is agreed between the parties, each acting reasonably; and (2) recommend that the Company’s shareholders approve and adopt the terms of any such revised proposal by the Subscriber. (e) If Assignor does the Company has elected to make a Company Adverse Recommendation Change following receipt of a Superior Proposal and complying with the procedures set forth in this clause 9 and after determining by a vote of the Board that any revised terms and proposed changes of the Subscriber are not give an SP Notice reasonably equivalent or superior from a financial point of view to Assignee on or before May 16the terms of the Superior Proposal, 1997, or if Assignee gives an Assignee Acceptance Notice the: (1) Company shall deliver to Assignor the Subscriber written notice of such determination; and (2) this agreement will automatically terminate; and (3) the Break Fee will be payable by the Company in accordance with subsection clause 5.5; and (c4) hereof, neither Assignor nor Assignee shall thereafter a wire transfer of immediately available funds in the amount of the Break Fee and a written acknowledgement that the Company and the Board have any right to terminate this Agreement complied with all of their covenants and obligations pursuant to Section 15(c)this clause 9 and that the Company is obligated to pay the Break Fee.

Superior Proposal. (a) Each party agrees and acknowledges that from and Notwithstanding anything to the contrary contained in this Agreement, at any time prior to the receipt of the Member Approval, if, in response to a bona fide written Takeover Proposal made after the date hereof until of this Agreement and not withdrawn that did not result from a breach of this Section 6.2, the close of business on April 28Parent Board determines in good faith, 1997After Consultation, if Assignor receives that such Takeover Proposal constitutes a Superior Proposal, Assignor the Seller Parties may (terminate this Agreement pursuant to Section 9.1(f) and substantially concurrently enter into an Acquisition Agreement with respect to such Superior Proposal and pay the Seller Termination Fee to Buyer pursuant to Section 9.3; provided, that the Parent Board may not effect such an Adverse Recommendation Change and the Seller Parties may not terminate this Agreement pursuant to Section 9.1(f), unless: i) furnish any information requested by Seller shall have provided prior written notice to Buyer, at least four (4) Business Days in advance (the Offering Party “Superior Proposal Notice Period”), of its intention to terminate this Agreement to enter into an Acquisition Agreement with respect to such Superior Proposal, which notice shall specify 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 Acquisition Agreement with the Person making such Superior Proposal and other material documents with respect to such Superior Proposal (other than including any with respect to the contents financing thereof); and ii) prior terminating this Agreement to enter into an Acquisition Agreement with respect to such Superior Proposal, (A) if requested by Buyer, the Seller Parties shall have, and shall have caused their Representatives to, during the Superior Proposal Notice Period, negotiate with Buyer in good faith to make such adjustments in the terms and conditions of this Agreement or any Ancillary Agreement)so that such Takeover Proposal ceases to constitute a Superior Proposal, and (iiB) participate Buyer shall not have, during the Superior Proposal Notice Period, made an irrevocable written offer that would, upon the Seller Parties’ acceptance thereof, be binding on Buyer and that, after consideration of such offer by the Parent Board in negotiations with such Offering Party regarding good faith and After Consultation, results in the Parent Board determining that such Superior Proposal or (iii) enter into one or more letters of intent, term sheets or agreements with respect to any Superior Proposals; provided, however, that if Assignor proposes to take any of the actions specified in clause (iii) hereof, Assignor shall give Assignee prior written notice setting forth Assignor's proposed actions. (b) Not later than the close of business on May 12, 1997, Assignor shall require each Offering Party with whom it is still engaged in discussions to submit a final binding offer, subject only to acceptance by Assignor. Not later than the close of business on May 16, 1997, Assignor shall (i) determine whether any such offer no longer constitutes a Superior Proposal, (ii) if there is more than one . In the event of any amendment to the financial terms or any other material revisions to the Superior Proposal, select which Superior Proposal Assignor intends Seller shall be required to accept and (iii) provide deliver a new written notice to Assignee setting forth all the material terms and conditions of such selected Superior Proposal ("SP Notice"). (c) After receipt of the SP Notice, Assignee shall have five (5) days to notify Assignor of its agreement to modify this Agreement and any Ancillary Agreement as necessary to acquire the Transferred Interests at the same price and under the same terms and conditions as set forth in the SP Notice ("Assignee Acceptance Notice"); provided further, however, if under the terms set forth in the SP Notice Assignor is proposing to accept property (other than cash or promissory notes), Assignee shall have the right to substitute cash in an amount equal to the value of such other property. (d) If Assignor does not give an SP Notice to Assignee on or before May 16, 1997, or if Assignee gives an Assignee Acceptance Notice to Assignor in accordance with subsection (c) hereof, neither Assignor nor Assignee shall thereafter have any right to terminate this Agreement Buyer pursuant to Section 15(c6.2(g)i) and to comply with the requirements of this Section 6.2(g) with respect to such new written notice (including a new Superior Proposal Notice Period), except the Superior Proposal Notice Period shall be at least two (2) Business Days (rather than the four (4) Business Days contemplated by Section 6.2(g)i)).

Superior Proposal. (a) Each party agrees and acknowledges that from and Notwithstanding anything to the contrary contained in this Agreement, at any time prior to the receipt of the Member Approval, if, in response to a bona fide written Takeover Proposal made after the date hereof until of this Agreement and not withdrawn that did not result from a breach of this Section 6.2, the close of business on April 28Parent Board determines in good faith, 1997After Consultation, if Assignor receives that such Takeover Proposal constitutes a Superior Proposal, Assignor the Seller Parties may (terminate this Agreement pursuant to Section 9.1(f) and substantially concurrently enter into an Acquisition Agreement with respect to such Superior Proposal and pay the Seller Termination Fee to Buyer pursuant to Section 9.3; provided, that the Parent Board may not effect such an Adverse Recommendation Change and the Seller Parties may not terminate this Agreement pursuant to Section 9.1(f), unless: i) furnish any information requested by Seller shall have provided prior written notice to Buyer, at least four (4) Business Days in advance (the Offering Party “Superior Proposal Notice Period”), of its intention to terminate this Agreement to enter into an Acquisition Agreement with respect to such Superior Proposal, which notice shall specify the material terms and conditions of such 49 4832-2222-1976\19 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 Acquisition Agreement with the Person making such Superior Proposal and other material documents with respect to such Superior Proposal (other than including any with respect to the contents financing thereof); and ii) prior terminating this Agreement to enter into an Acquisition Agreement with respect to such Superior Proposal, (A) if requested by Buyer, the Seller Parties shall have, and shall have caused their Representatives to, during the Superior Proposal Notice Period, negotiate with Buyer in good faith to make such adjustments in the terms and conditions of this Agreement or any Ancillary Agreement)so that such Takeover Proposal ceases to constitute a Superior Proposal, and (iiB) participate Buyer shall not have, during the Superior Proposal Notice Period, made an irrevocable written offer that would, upon the Seller Parties’ acceptance thereof, be binding on Buyer and that, after consideration of such offer by the Parent Board in negotiations with such Offering Party regarding good faith and After Consultation, results in the Parent Board determining that such Superior Proposal or (iii) enter into one or more letters of intent, term sheets or agreements with respect to any Superior Proposals; provided, however, that if Assignor proposes to take any of the actions specified in clause (iii) hereof, Assignor shall give Assignee prior written notice setting forth Assignor's proposed actions. (b) Not later than the close of business on May 12, 1997, Assignor shall require each Offering Party with whom it is still engaged in discussions to submit a final binding offer, subject only to acceptance by Assignor. Not later than the close of business on May 16, 1997, Assignor shall (i) determine whether any such offer no longer constitutes a Superior Proposal, (ii) if there is more than one . In the event of any amendment to the financial terms or any other material revisions to the Superior Proposal, select which Superior Proposal Assignor intends Seller shall be required to accept and (iii) provide deliver a new written notice to Assignee setting forth all the material terms and conditions of such selected Superior Proposal ("SP Notice"). (c) After receipt of the SP Notice, Assignee shall have five (5) days to notify Assignor of its agreement to modify this Agreement and any Ancillary Agreement as necessary to acquire the Transferred Interests at the same price and under the same terms and conditions as set forth in the SP Notice ("Assignee Acceptance Notice"); provided further, however, if under the terms set forth in the SP Notice Assignor is proposing to accept property (other than cash or promissory notes), Assignee shall have the right to substitute cash in an amount equal to the value of such other property. (d) If Assignor does not give an SP Notice to Assignee on or before May 16, 1997, or if Assignee gives an Assignee Acceptance Notice to Assignor in accordance with subsection (c) hereof, neither Assignor nor Assignee shall thereafter have any right to terminate this Agreement Buyer pursuant to Section 15(c6.2(g)i) and to comply with the requirements of this Section 6.2(g) with respect to such new written notice (including a new Superior Proposal Notice Period), except the Superior Proposal Notice Period shall be at least two (2) Business Days (rather than the four (4) Business Days contemplated by Section 6.2(g)i)).

Superior Proposal. Notwithstanding anything to the contrary set forth in this Section 7.2, prior to (abut not after) Each party agrees the time the Company Stockholder Approval is obtained, the Company Board (upon the recommendation of the Special Committee) may terminate this Agreement pursuant to Section 9.3(a) to enter into an Alternative Acquisition Agreement or make a Company Adverse Recommendation Change in response to an Acquisition Proposal if (i) the Acquisition Proposal was not solicited in violation of the provisions of this Section 7.2 and acknowledges (ii) the Special Committee has determined in good faith, after consultation with its financial advisor and outside legal counsel, that from (A) failure to take such action would be reasonably likely to be inconsistent with the directors’ fiduciary duties under applicable Law and after the date hereof until the close of business on April 28, 1997, if Assignor receives (B) such Acquisition Proposal constitutes a Superior Proposal, Assignor may (i) furnish any information requested by the Offering Party with respect to such Superior Proposal (other than the contents of this Agreement or any Ancillary Agreement), (ii) participate in negotiations with such Offering Party regarding such Superior Proposal or (iii) enter into one or more letters of intent, term sheets or agreements with respect to any Superior Proposals; provided, however, that if Assignor proposes (x) the Company Board (or any committee thereof, including the Special Committee) has given Parent at least four (4) Business Days’ prior written notice of its intention to take any such action (which notice shall include, to the extent not previously provided pursuant to Section 7.2(d), an unredacted copy of the actions specified Acquisition Proposal, an unredacted copy of the relevant proposed transaction agreements and a copy of any financing commitments relating thereto and a written summary of the material terms of any Superior Proposal not made in writing), (y) following the end of such notice period, the Special Committee shall have considered in good faith any proposed revisions to this Agreement proposed in writing by Parent, and shall have determined that the Acquisition Proposal would continue to constitute a Superior Proposal if such revisions were to be given effect, and (z) in the event of any material change to the material terms of such Superior Proposal, the Company shall, in each case, have delivered to Parent an additional notice consistent with that described in clause (iiix) hereofabove and the notice period in clause (x) shall have recommenced and the condition in clause (y) shall have occurred again, Assignor except that the notice period shall give Assignee prior written notice setting forth Assignor's proposed actions. be at least three (b3) Not later Business Days (rather than the close of business on May 12, 1997, Assignor shall require each Offering Party with whom it is still engaged in discussions to submit a final binding offer, subject only to acceptance four (4) Business Days otherwise contemplated by Assignor. Not later than the close of business on May 16, 1997, Assignor shall clause (ix) determine whether any such offer constitutes a Superior Proposal, (ii) if there is more than one Superior Proposal, select which Superior Proposal Assignor intends to accept and (iii) provide written notice to Assignee setting forth all the material terms and conditions of such selected Superior Proposal ("SP Notice"above). (c) After receipt of the SP Notice, Assignee shall have five (5) days to notify Assignor of its agreement to modify this Agreement and any Ancillary Agreement as necessary to acquire the Transferred Interests at the same price and under the same terms and conditions as set forth in the SP Notice ("Assignee Acceptance Notice"); provided further, however, if under the terms set forth in the SP Notice Assignor is proposing to accept property (other than cash or promissory notes), Assignee shall have the right to substitute cash in an amount equal to the value of such other property. (d) If Assignor does not give an SP Notice to Assignee on or before May 16, 1997, or if Assignee gives an Assignee Acceptance Notice to Assignor in accordance with subsection (c) hereof, neither Assignor nor Assignee shall thereafter have any right to terminate this Agreement pursuant to Section 15(c).

Superior Proposal. (a) Each party agrees and acknowledges that from and after By Old Forge at any time prior to the date hereof until ----------------- of mailing of the close of business on April 28Prospectus/Proxy Statement to Old Forge shareholders, 1997, if Assignor receives in order to enter concurrently into a Superior Proposal, Assignor may (i) furnish any information requested by the Offering Party with respect to such Superior Proposal (other than the contents of this Agreement or any Ancillary Agreement), (ii) participate in negotiations with such Offering Party regarding such Superior Proposal or (iii) enter into one or more letters of intent, term sheets or agreements with respect to any Superior Proposals; provided, however, that if Assignor proposes this Agreement may be terminated by Old Forge pursuant to take any this Section 9.1.10 only after the fifth business day following Old Forge's provision of the actions specified in clause (iii) hereof, Assignor shall give Assignee prior written notice setting forth Assignor's proposed actions. (b) Not later than the close of business on May 12, 1997, Assignor shall require each Offering Party with whom it is still engaged in discussions to submit a final binding offer, subject only to acceptance by Assignor. Not later than the close of business on May 16, 1997, Assignor shall (i) determine whether any such offer constitutes a Superior Proposal, (ii) if there is more than one Superior Proposal, select which Superior Proposal Assignor intends to accept and (iii) provide written notice to Assignee setting forth all Penseco (which notice shall specify the material terms and conditions of any such selected Superior Proposal, including the identity of the party making such Superior Proposal, and such notice shall also include a copy of the relevant proposed transaction agreements with the party making such Superior Proposal and other material documents) advising Penseco that the Old Forge Board is prepared to accept such Superior Proposal ("SP Notice"). (c) After receipt of it being agreed that the SP Notice, Assignee shall have five (5) days to notify Assignor of its agreement to modify this Agreement and any Ancillary Agreement as necessary to acquire the Transferred Interests at the same price and under the same terms and conditions as set forth in the SP Notice ("Assignee Acceptance Notice"); provided further, however, if under the terms set forth in the SP Notice Assignor is proposing to accept property (other than cash or promissory notes), Assignee shall have the right to substitute cash in an amount equal to the value delivery of such other property. (d) If Assignor does notice shall not give an SP Notice to Assignee on or before May 16, 1997, or if Assignee gives an Assignee Acceptance Notice to Assignor in accordance with subsection (c) hereof, neither Assignor nor Assignee shall thereafter have any right entitle Penseco to terminate this Agreement pursuant to Section 15(c)9.1.5 or any other provision of this Agreement) and only if (i) during such five business day period, Old Forge has caused its financial and legal advisors to negotiate with Penseco in good faith (to the extent Penseco chooses to negotiate) to make such adjustments in the terms and conditions of this Agreement such that such Alternative Proposal would no longer constitute a Superior Proposal, and (ii) the Old Forge Board has considered such adjustments in the terms and conditions of this Agreement resulting from such negotiations and has concluded in good faith, based upon consultation with its financial and legal advisers, that such Alternative Proposal remains a Superior Proposal even after giving effect to the adjustments proposed by Penseco and further provided that such termination shall not be effective until Old Forge has paid the Termination Fee to Penseco. The party desiring to terminate this Agreement pursuant to any clause of this Section 9.1 (other than Section 9.1.1) shall give written notice of such termination to the other party in accordance with Section 10.4, specifying the provision or provisions hereof pursuant to which such termination is effected.

Superior Proposal. (a) Each party agrees and acknowledges If the Company receives an Acquisition Proposal that did not result from and after the date hereof until the close of business on April 28, 1997, if Assignor receives a Superior Proposal, Assignor may (i) furnish any information requested by the Offering Party with respect to such Superior Proposal (other than the contents material breach of this Agreement Section 5.3 and that the Company Board (or any Ancillary Agreement), a committee thereof) has determined in good faith (iiafter consultation with its financial advisors and outside legal counsel) participate in negotiations with such Offering Party regarding such Superior Proposal or (iii) enter into one or more letters of intent, term sheets or agreements with respect to any Superior Proposals; provided, however, that if Assignor proposes to take any of the actions specified in clause (iii) hereof, Assignor shall give Assignee prior written notice setting forth Assignor's proposed actions. (b) Not later than the close of business on May 12, 1997, Assignor shall require each Offering Party with whom it is still engaged in discussions to submit a final binding offer, subject only to acceptance by Assignor. Not later than the close of business on May 16, 1997, Assignor shall (i) determine whether any such offer constitutes a Superior Proposal, then the Company Board (iior a committee thereof) if there is more than one Superior may (1) effect a Company Board Recommendation Change with respect to such Acquisition Proposal; or (2) cause the Company to terminate this Agreement pursuant to Section 8.1(g) in order to enter into an Alternative Acquisition Agreement with respect to such Acquisition Proposal; provided that the Company Board (or a committee thereof) shall not take any action described in the foregoing clauses (1) and (2) unless: (A) the Company Board (or a committee thereof) determines in good faith (after consultation with its financial advisors and outside legal counsel) that the failure to do so would be reasonably likely to be inconsistent with its fiduciary duties under applicable Law (which determination shall not constitute a Company Board Recommendation Change or termination); and (B) (i) the Company has provided prior written notice (the “Determination Notice”) to Parent at least four (4) Business Days in advance (it being understood that any material revision, select which amendment, update or supplement to the terms or conditions of such Superior Proposal Assignor shall be deemed to constitute a new Superior Proposal and shall require a new notice but with an additional minimum of three (3) Business Days (instead of at least four (4) Business Days) period from the date of such notice) (any such notice period, the “Notice Period”) (which notice shall not constitute a Company Board Recommendation Change or termination) to the effect that the Company Board (or a committee thereof) intends to accept take the actions described in clauses (1) or (2) of the first paragraph of this Section 5.3(d)(ii), including (y) the identity of the Person or Group making such Acquisition Proposal and (iiiz) provide written notice to Assignee setting forth all the material terms and conditions of such selected Superior Proposal or information request ("SP Notice"including copies of any material written correspondence and any proposals, offers, requests, draft agreements, commitment letters or similar material documents relating to such Superior Proposal). ; (cii) After receipt of during the SP NoticeNotice Period, Assignee if requested by Parent in good faith, the Company and its Representatives shall have five (5) days engaged in good faith negotiations with Parent regarding any modifications to notify Assignor of its agreement to modify this Agreement and any Ancillary Agreement as necessary to acquire the Transferred Interests at the same price and under the same terms and conditions as set forth of this Agreement proposed by Parent in order to cause such Superior Proposal to no longer constitute a Superior Proposal; and (iii) the SP Notice ("Assignee Acceptance Notice"); provided further, however, if under the terms set forth in the SP Notice Assignor is proposing to accept property (other than cash or promissory notes), Assignee Company Board shall have the right considered any written proposals for modifications to substitute cash in an amount equal to the value of such other property. (d) If Assignor does not give an SP Notice to Assignee on or before May 16, 1997, or if Assignee gives an Assignee Acceptance Notice to Assignor in accordance with subsection (c) hereof, neither Assignor nor Assignee shall thereafter have any right to terminate this Agreement pursuant that may be proposed by Parent in a form that is binding on Parent subject only to Section 15(c)execution by the Company and shall have determined in good faith (after consultation with its financial advisors and outside legal counsel) that (y) after giving effect to such modifications proposed by Parent in a form that is binding on Parent subject only to execution by the Company, such Superior Proposal still constitutes a Superior Proposal, and (z) the failure to make the Company Board Change Recommendation would still reasonably be likely to be inconsistent with the Company Board’s fiduciary duties under applicable Law.

Superior Proposal. (a) Each party agrees and acknowledges that from and after The Company Board will be entitled to effect, or cause the date hereof until Company to effect, prior to receiving the close Company Shareholder Approval, a Change of business on April 28, 1997, if Assignor receives Recommendation in connection with a Superior ProposalProposal (to the extent permitted under Section 6.9(c)), Assignor may only if (iA) furnish the Company has delivered to Parent a written notice (a “Superior Proposal Notice”) (1) stating that the Company Board intends to take such actions pursuant to Section 6.9(c), (2) stating that the Company Board has made the determinations set forth in Section 6.9(c)(i)(A) and Section 6.9(c)(ii) and (3) including an unredacted copy of such Superior Proposal and an unredacted form of any information requested by the Offering Party with respect proposed Alternative Acquisition Agreement related to such Superior Proposal and (other than B) the contents Negotiation Period has expired. During the four Business Day period commencing on the date of Parent’s receipt of such Superior Proposal Notice (such period, as may be extended pursuant to this Section 6.9(d)(i), the “Negotiation Period”), the Company will engage, and will cause its Representatives to be available for the purpose of engaging, in good faith negotiations with Parent (to the extent Parent desires to negotiate) regarding an amendment of this Agreement or any Ancillary Agreement), (ii) participate in negotiations with such Offering Party regarding such so that the Alternative Proposal that is the subject of the Superior Proposal or (iii) enter into one or more letters of intent, term sheets or agreements with respect Notice ceases to any Superior Proposals; provided, however, that if Assignor proposes to take any of the actions specified in clause (iii) hereof, Assignor shall give Assignee prior written notice setting forth Assignor's proposed actions. (b) Not later than the close of business on May 12, 1997, Assignor shall require each Offering Party with whom it is still engaged in discussions to submit a final binding offer, subject only to acceptance by Assignor. Not later than the close of business on May 16, 1997, Assignor shall (i) determine whether any such offer constitutes be a Superior Proposal, (ii) if there is more than one Superior Proposal, select which Superior Proposal Assignor intends to accept and (iii) provide written notice to Assignee setting forth all . Each time the financial or other material terms and or conditions of such selected Bona Fide Alternative Proposal (or terms or conditions related thereto, such as the proposed equity and debt financing) are amended or modified, the Company will be required to deliver to Parent a new Superior Proposal Notice ("SP Notice"). (cincluding, as attachments thereto, amended forms of the written Alternative Acquisition Agreements relating to such Bona Fide Alternative Proposal) After and the Negotiation Period will be extended by an additional two Business Days from the date of Parent’s receipt of the SP such new Superior Proposal Notice, Assignee shall have five (5) days to notify Assignor of its agreement to modify this Agreement and any Ancillary Agreement as necessary to acquire the Transferred Interests at the same price and under the same terms and conditions as set forth in the SP Notice ("Assignee Acceptance Notice"); provided further, however, if under the terms set forth in the SP Notice Assignor is proposing to accept property (other than cash or promissory notes), Assignee shall have the right to substitute cash in an amount equal to the value of such other property. (d) If Assignor does not give an SP Notice to Assignee on or before May 16, 1997, or if Assignee gives an Assignee Acceptance Notice to Assignor in accordance with subsection (c) hereof, neither Assignor nor Assignee shall thereafter have any right to terminate this Agreement pursuant to Section 15(c).