Common use of Acquisition Proposals Clause in Contracts

Acquisition Proposals. (a) Stockholder agrees that neither it nor any of its controlled Affiliates (other than the Company or its Subsidiaries) shall, and shall not authorize or permit its Representatives (it being understood that, for purposes hereof, a Representative of the Company shall not constitute a Representative of a Stockholder unless such Stockholder shall have separately engaged or directed such Person in his, her or its capacity as a stockholder of the Company and not as an officer, director or employee of the Company) to, directly or indirectly, (i) initiate, encourage, solicit, assist, induce or facilitate the making, submission or announcement of any Acquisition Inquiry or Acquisition Proposal; (ii) furnish or otherwise provide access to any information regarding any Acquired Company to any Person in connection with or in response to any Acquisition Inquiry or Acquisition Proposal; (iii) engage in discussions or negotiations with any Person with respect to any Acquisition Inquiry or Acquisition Proposal; or (iv) otherwise facilitate any effort or attempt to make or implement an Acquisition Inquiry or Acquisition Proposal or enter into any agreement in principle, letter of intent, memorandum of understanding, term sheet, acquisition agreement, option agreement, joint venture agreement, partnership agreement, merger agreement or other similar document or Contract relating to any Acquisition Inquiry or Acquisition Proposal. (b) Upon the execution hereof, Stockholder shall immediately cease and cause to be terminated all existing activities, discussions or negotiations with any parties (other than Parent and its Affiliates) conducted heretofore with respect to any Acquisition Inquiry or Acquisition Proposal or sale of Shares held by Stockholder, and shall refrain from engaging in any future discussions or negotiations between Stockholder and any Person (other than Parent and its Affiliates) with respect to any sale of any Shares held by Stockholder (other than to state that Stockholder is currently not permitted to engage in such discussions or negotiations). (c) Notwithstanding the foregoing, the restrictions in this Section 5.2 shall not apply (i) with respect to any discussions or negotiations with respect to the transfer of Shares permitted by Section 2.3, or (ii) with respect to any discussions between the Stockholder, on the one hand, and any Affiliate or Representative of Stockholder on the other hand.

Acquisition Proposals. (a) The Stockholder agrees that neither it nor will promptly (and in any of its controlled Affiliates (other than the Company event, within 48 hours) notify, or its Subsidiaries) shall, and shall not authorize or permit its Representatives (it being understood that, for purposes hereof, a Representative of the Company shall not constitute a Representative of a Stockholder unless such Stockholder shall have separately engaged or directed such Person in his, her or its capacity as a cause another stockholder of the Company and not as an officer, director or employee a Person acting on behalf of all of the Company) toStockholder to notify, directly Parent and Acquisition Sub immediately following the Stockholder’s learning that any inquiries, proposals or indirectlyoffers with respect to an Acquisition Proposal are received by, (i) initiateany information is requested from, encourageor any such discussions or negotiation are sought to be initiated or continued with, solicitit or any of its Representatives indicating, assistin connection with such notice, induce or facilitate the making, submission or announcement name of such Person and the material terms and conditions of any proposals or offers (including copies of any written requests, proposals or offers, including proposed agreements), and thereafter shall keep Parent and Acquisition Inquiry Sub informed, on a current basis, of the status and terms of such proposals or offers (including any amendments thereto and, in no event later than 48 hours after receipt, copies of any additional or revised written requests, proposals or offers, including proposed agreements) and the status of any such discussions or negotiations. The Stockholder agrees that it will not enter into any agreement with any Person subsequent to the date hereof that prohibits it from providing any information to Parent or Acquisition Proposal; (ii) furnish Sub in accordance with this Section 4(a). Without limiting the generality of the foregoing or otherwise Section 4(b), the Stockholder shall notify Parent and Acquisition Sub in advance of beginning to provide access to any information regarding any Acquired Company to any Person in connection with relating to an Acquisition Proposal or in response to any Acquisition Inquiry or Acquisition Proposal; (iii) engage in beginning discussions or negotiations with any Person with respect to any Acquisition Inquiry or person regarding an Acquisition Proposal; or (iv) otherwise facilitate . Any violations of the restrictions set forth above by any effort or attempt to make or implement an Acquisition Inquiry or Acquisition Proposal or enter into any agreement in principle, letter Representative of intent, memorandum of understanding, term sheet, acquisition agreement, option agreement, joint venture agreement, partnership agreement, merger agreement or other similar document or Contract relating to any Acquisition Inquiry or Acquisition Proposal. (b) Upon the execution hereof, Stockholder shall immediately cease and cause be deemed to be terminated all existing activities, discussions or negotiations with any parties (other than Parent and its Affiliates) conducted heretofore with respect to any Acquisition Inquiry or Acquisition Proposal or sale a breach of Shares held by Stockholder, and shall refrain from engaging in any future discussions or negotiations between Stockholder and any Person (other than Parent and its Affiliates) with respect to any sale of any Shares held by Stockholder (other than to state that Stockholder is currently not permitted to engage in such discussions or negotiations). (c) Notwithstanding the foregoing, the restrictions in this Section 5.2 shall not apply (i4(a) with respect to any discussions or negotiations with respect to the transfer of Shares permitted by Section 2.3, or (ii) with respect to any discussions between the Stockholder, on the one hand, and any Affiliate or Representative of Stockholder on the other hand.

Acquisition Proposals. (a) From the date hereof until the termination of this Agreement in accordance with Section 5.1 hereof, each Stockholder agrees that neither it nor (i) shall terminate all soliciting activities, discussions, negotiations, agreements or arrangements by or on behalf of such Stockholder with any of its controlled Affiliates Person (other than the Company Company, Parent, Merger Sub or its Subsidiariestheir respective Representatives) shallregarding any proposal, expression of interest, request for information, or other communication that constitutes, or would reasonably be expected to lead to, an Acquisition Proposal, (ii) shall not, and shall not authorize or permit cause its Representatives (it being understood that, for purposes hereof, a Representative of the Company shall not constitute a Representative of a Stockholder unless such Stockholder shall have separately engaged or directed such Person in his, her or its capacity as a stockholder of the Company and not as an officer, director or employee of the Company) to, directly or indirectly, (iA) initiateconduct or engage in, encourageenter into, solicit, assist, induce or facilitate the making, submission or announcement of any Acquisition Inquiry or Acquisition Proposal; (ii) furnish continue or otherwise provide access to participate in any discussions or negotiations with, or furnish any information regarding any Acquired Company to or data to, any Person that is seeking to make, has made or, to the knowledge of such Stockholder, is considering making an Acquisition Proposal or otherwise take such actions in connection with or in response for the purpose of encouraging or facilitating an Acquisition Proposal, (B) solicit, initiate, knowingly facilitate or knowingly encourage (including by way of furnishing non-public information or responding to any Acquisition Inquiry communication) any inquiries regarding, or the making, announcement or submission of any proposal or offer that constitutes, or would reasonably be expected to lead to, an Acquisition Proposal; , (iiiC) engage in discussions or negotiations with any Person with respect to any Acquisition Inquiry or Acquisition Proposal; or (iv) otherwise facilitate any effort or attempt to make or implement an Acquisition Inquiry or Acquisition Proposal or enter into any agreement in principle(whether binding, letter of intentnon-binding, memorandum of understanding, term sheet, acquisition agreement, option agreement, joint venture agreement, partnership agreement, merger agreement conditional or other similar document or Contract relating to any Acquisition Inquiry or Acquisition Proposal. (b) Upon the execution hereof, Stockholder shall immediately cease and cause to be terminated all existing activities, discussions or negotiations with any parties (other than Parent and its Affiliates) conducted heretofore with respect to any Acquisition Inquiry or Acquisition Proposal or sale of Shares held by Stockholder, and shall refrain from engaging in any future discussions or negotiations between Stockholder and any Person (other than Parent and its Affiliatesotherwise) with respect to an Acquisition Proposal, or approve, endorse or recommend any sale Acquisition Proposal or (D) knowingly cooperate with, assist, or participate in any effort by, any Person (or any Representative of a Person) that has made, is seeking to make, has informed the Company or such Stockholder of any Shares held by Stockholder intention to make, or has publicly announced an intention to make, any proposal that constitutes, or would reasonably be expected to lead to, any Acquisition Proposal, (other than to state that Stockholder is currently not permitted to engage iii) shall immediately notify Parent or its Representatives in writing of such discussions Stockholder’s receipt of any Acquisition Proposal or negotiations). (c) Notwithstanding the foregoing, the restrictions in this Section 5.2 shall not apply (i) with respect to any request for discussions or negotiations with respect to the transfer of Shares permitted by Section 2.3, or (ii) with respect to any discussions between the Stockholder, on the one handAcquisition Proposal, and provide Parent with copies of all documents and other written communications received by such Stockholder setting forth the terms and conditions of such Acquisition Proposal, and (iv) shall keep Parent informed on a reasonably prompt and current basis (in any Affiliate event within twenty-four (24) hours) of the status of any such Acquisition Proposal received by such Stockholder (including the content and status of all material discussions and communications in respect thereof and any change or Representative proposed change to the terms thereof). (b) For the avoidance of Stockholder on doubt, nothing in this Section 3.3 shall affect in any way the other handobligations of any Person (including the Company) under the Merger Agreement.

Acquisition Proposals. (a) Stockholder agrees that neither it nor any During the period from the date of its controlled Affiliates (other than this Agreement through the Company Closing Date or its Subsidiaries) shallthe termination of this Agreement pursuant to Article 9, each Malvern Entity shall not, and shall cause its respective Representatives not authorize or permit its Representatives (it being understood that, for purposes hereof, a Representative of the Company shall not constitute a Representative of a Stockholder unless such Stockholder shall have separately engaged or directed such Person in his, her or its capacity as a stockholder of the Company and not as an officer, director or employee of the Company) to, directly or indirectly, (i) take any action to solicit, encourage (including by providing information or assistance), initiate, encourage, solicit, assist, facilitate or induce or facilitate the making, submission or announcement of any Acquisition Inquiry or Acquisition Proposal; , (ii) participate or engage in any discussions or negotiations regarding, or furnish or otherwise provide access cause to any information regarding any Acquired Company be furnished to any Person any nonpublic information with respect to, or take any action to facilitate any inquiries or the making of any offer or proposal that constitutes, or may reasonably be expected to lead to an Acquisition Proposal, except to notify a Person that has made or, to the Knowledge of Malvern, is making inquiries with respect to, or is considering making, an Acquisition Proposal, of the existence of this Section 7.2, (iii) approve, agree to, accept, endorse or recommend any Acquisition Proposal, or (iv) approve, agree to, accept, endorse or recommend, or propose to approve, agree to, accept, endorse or recommend any Acquisition Agreement contemplating or otherwise relating to any Acquisition Transaction. Without limiting the foregoing, it is agreed that any violation of the restrictions set forth in this Section 7.2 by any Subsidiary or Representative of Malvern shall constitute a breach of this Section 7.2 by ▇▇▇▇▇▇▇. (b) Notwithstanding anything to the contrary in Section 7.2(a), if Malvern or any of its Representatives receives an unsolicited, bona fide written Acquisition Proposal by any Person or “Group” (as such term is defined in Section 13(d) under the Exchange Act) at any time prior to receipt of the Malvern Shareholder Approval that did not result from or arise in connection with a breach of Section 7.2(a), Malvern may, and may permit Malvern Subsidiaries and its Representatives to furnish or in response cause to any Acquisition Inquiry or Acquisition Proposal; (iii) engage be furnished nonpublic information and participate in discussions or negotiations with respect to such Acquisition Proposal, if the board of directors of Malvern (or any committee thereof) has (i) determined, in its good faith judgment (after consultation with ▇▇▇▇▇▇▇’s financial advisors and outside legal counsel), that such Acquisition Proposal constitutes or could reasonably be expected to lead to a Superior Proposal and that the failure to take such actions would be reasonably likely to cause it to violate its fiduciary duties under applicable Law, and (ii) prior to furnishing any nonpublic information or engaging in any discussions permitted by this sentence, obtained from such Person or “Group” an executed confidentiality agreement containing terms at least as restrictive with respect to such Person or “Group” as the terms of the confidentiality agreement entered into between Malvern and First Bank are with respect to First Bank (and such confidentiality agreement shall not provide such Person or “Group” with any exclusive right to negotiate with Malvern). Malvern will promptly following receipt of any Acquisition Inquiry Proposal or any request for nonpublic information or any inquiry that could reasonably be expected to lead to any Acquisition Proposal, advise First Bank in writing of the receipt of such Acquisition Proposal, request or inquiry, and the terms and conditions of such Acquisition Proposal, request or inquiry (including, in each case, the identity of the Person or “Group” (as such term is defined in Section 13(d) under the Exchange Act) making any such Acquisition Proposal, request or inquiry), and provide to First Bank (i) a copy of such Acquisition Proposal, request or inquiry, if in writing, or (ii) a written summary of the material terms of such Acquisition Proposal, request or inquiry, if oral. Notwithstanding anything in this Agreement to the contrary, if the board of directors of Malvern has determined in its good faith judgement (after consultation with ▇▇▇▇▇▇▇’s financial advisors and outside legal counsel) that making the Malvern Recommendation would be reasonably likely to cause it to violate its fiduciary duties under applicable Law, then in submitting this Agreement to its stockholders, the board of directors of Malvern may make a Change in the Malvern Recommendation (although the resolutions approving this Agreement as of the date hereof may not be rescinded or amended); provided, that the board of directors of Malvern may not take any actions under this sentence unless (i) prior to such action it has complied in all material respects with its obligations under this Agreement and in all respects with its obligations under Sections 7.1 and 7.2 (other than unintentional, immaterial breaches that do not prejudice First Bank’s rights under such section), and following such action it complies with, and fulfills, its obligations under Sections 7.1 and 7.2 (other than unintentional, immaterial breaches that do not prejudice First Bank’s rights under such section), (ii) Malvern gives First Bank at least five Business Days’ prior written notice of its intention to make a Change in the Malvern Recommendation and a reasonable description of the event or circumstances giving rise to its determination to take such action (including, the latest material terms and conditions of, and the identity of the third party making, any Acquisition Proposal, or any amendment or modification thereof) and (iii) at the end of such notice period, the board of directors of Malvern takes into account any amendment or modification to this Agreement proposed by First Bank and after receiving the advice of its outside counsel, has determined in its good faith judgment that it would nevertheless be reasonably likely to result in a violation of its fiduciary duties under applicable Law to continue to make the Malvern Recommendation. Any amendment to any Acquisition Proposal will be deemed to be a new Acquisition Proposal for purposes of this Section 7.2 and will require a new notice period as referred to in this Section 7.2. Notwithstanding any Change in the Malvern Recommendation, unless this Agreement has been terminated in accordance with its terms, this Agreement shall be submitted to the shareholders of Malvern at the Malvern Shareholders Meeting in accordance with Section 7.1(c); provided, that if the board of directors of Malvern shall have effected a Change in the Malvern Recommendation pursuant to Section 7.2(b) and in accordance with the terms of this Agreement, then the board of directors of Malvern, in connection with the submission of this Agreement to the shareholders of Malvern may submit this Agreement without recommendation, or may change its recommendation (although the resolutions approving this Agreement as of the date hereof may not be rescinded or amended), in which event the board of directors of Malvern may communicate the basis for its lack of a recommendation or change in recommendation to the shareholders of Malvern in the Joint Proxy Statement-Offering Circular or an appropriate amendment or supplement thereto. Nothing contained in this Agreement shall prevent a party or its Board of Directors from complying with Rules 14d-9 and 14e-2 under the Exchange Act or Item 1012(a) of Regulation M-A with respect to an Acquisition Proposal; provided, that such rules will in no way eliminate or (iv) modify the effect that any action pursuant to such rules would otherwise facilitate any effort or attempt to make or implement an Acquisition Inquiry or Acquisition Proposal or enter into any agreement in principle, letter of intent, memorandum of understanding, term sheet, acquisition agreement, option agreement, joint venture agreement, partnership agreement, merger agreement or other similar document or Contract relating to any Acquisition Inquiry or Acquisition Proposalhave under this Agreement. (bc) Upon the execution hereofMalvern and Malvern Subsidiaries shall, Stockholder and Malvern shall direct its Representatives to, (i) immediately cease and cause to be terminated any and all existing activities, discussions or negotiations with any parties (other than Parent and its Affiliates) Persons conducted heretofore with respect to any offer or proposal that constitutes, or may reasonably be expected to lead to, an Acquisition Inquiry Proposal, (ii) request the prompt return or Acquisition Proposal or sale destruction of Shares held by Stockholder, and shall refrain from engaging in any future discussions or negotiations between Stockholder and all confidential information previously furnished to any Person (other than Parent First Bank and its AffiliatesRepresentatives) with respect that has made or indicated an intention to make an Acquisition Proposal heretofore and (iii) not waive or amend any sale “standstill” provision or provisions of similar effect to which it is a party or of which it is a beneficiary and shall strictly enforce any Shares held by Stockholder (other than to state that Stockholder is currently not permitted to engage in such discussions or negotiations)provisions. (c) Notwithstanding the foregoing, the restrictions in this Section 5.2 shall not apply (i) with respect to any discussions or negotiations with respect to the transfer of Shares permitted by Section 2.3, or (ii) with respect to any discussions between the Stockholder, on the one hand, and any Affiliate or Representative of Stockholder on the other hand.

Acquisition Proposals. (a) Stockholder CBTC agrees that neither it nor any of its controlled Affiliates (other than the Company or its Subsidiaries) shallshall not, and shall cause its Subsidiaries and its officers, directors, agents, advisors and affiliates not authorize or permit its Representatives (it being understood that, for purposes hereof, a Representative of the Company shall not constitute a Representative of a Stockholder unless such Stockholder shall have separately engaged or directed such Person in his, her or its capacity as a stockholder of the Company and not as an officer, director or employee of the Company) to, directly solicit or indirectlyencourage inquiries or proposals with respect to, (i) initiateor engage in any negotiations concerning, encourageor provide any confidential information to, solicitor have any discussions with any person relating to, assist, induce or facilitate the making, submission or announcement of any Acquisition Inquiry or Acquisition Proposal; (ii) furnish or otherwise provide access to any information regarding any Acquired Company to any Person in connection with or in response to any Acquisition Inquiry or Acquisition Proposal; (iii) engage in discussions or negotiations with any Person with respect to any Acquisition Inquiry or Acquisition Proposal; or (iv) otherwise facilitate any effort or attempt to make or implement an Acquisition Inquiry or Acquisition Proposal or enter into any agreement in principle, letter of intent, memorandum of understanding, term sheet, acquisition agreement, option agreement, joint venture agreement, partnership agreement, merger agreement or other similar document or Contract relating to any Acquisition Inquiry or Acquisition Proposal. (b) Upon the execution hereof, Stockholder . CBTC shall immediately cease and cause to be terminated all existing any activities, discussions or negotiations conducted prior to the date of this Agreement with any parties (other than Parent and its Affiliates) conducted heretofore United with respect to any Acquisition Inquiry or Acquisition Proposal or sale of Shares held by Stockholder, the foregoing and shall refrain from engaging in use its reasonable best efforts to enforce any future discussions confidentiality or negotiations between Stockholder and any Person (other than Parent and its Affiliates) with respect similar agreement relating to any sale an Acquisition Proposal. CBTC shall inform United promptly of all relevant details of any Shares held inquiries or contacts by Stockholder (third parties relating to the possible disposition of the business or the capital stock of CBTC or any merger, change or control or other than to state that Stockholder is currently not permitted to engage in such discussions or negotiations). (c) business combination involving CBTC. Notwithstanding the foregoing, the restrictions nothing contained in this Section 5.2 7.05 shall prohibit CBTC, prior to the CBTC Meeting and subject to compliance with the other terms of this Section 7.05, from furnishing nonpublic information to, or entering into discussions or negotiations with, any Person that makes an unsolicited, bona fide written Acquisition Proposal with respect to CBTC or any of its Significant Subsidiaries (that did not apply result from a breach of this Section 7.05), if, and only to the extent that (i) the CBTC Board concludes in good faith, after consultation with and based upon the advice of outside legal counsel, that the failure to take such actions would be reasonably likely to constitute a breach of its fiduciary duties to its shareholders under applicable law, (ii) before taking such actions, CBTC receives from such Person an executed confidentiality agreement providing for reasonable protection of confidential information, which confidentiality agreement shall not provide such person or entity with any exclusive right to negotiate with CBTC and shall contain terms and conditions no less favorable to CBTC with respect to confidentiality than the Confidentiality Agreement, and (iii) the CBTC Board concludes in good faith, after consultation with its outside legal counsel and financial advisors, that the Acquisition Proposal constitutes or is reasonably likely to result in a Superior Proposal. CBTC shall promptly notify United in writing of CBTC’s receipt of any such Acquisition Proposal or inquiry, the material terms and conditions thereof, the identity of the Person making such Acquisition Proposal or inquiry, and shall keep United reasonably informed on a prompt basis, of the status and material terms of any such Acquisition Proposal and the status of discussions or negotiations with respect thereto, including any material amendments or proposed amendments as to price and other material terms thereof. CBTC agrees that it and its Subsidiaries will not enter into a confidentiality or other agreement with any Person subsequent to the transfer date of Shares permitted this Agreement that would prohibit CBTC from providing any information to United in accordance with this Section 7.05. CBTC agrees that any violation of the restrictions set forth in this Section 7.05 by any representative of CBTC shall be deemed a breach of this Section 2.3, or (ii) with respect to any discussions between the Stockholder, on the one hand, and any Affiliate or Representative of Stockholder on the other hand7.05 by CBTC.

Acquisition Proposals. (a) Stockholder Without limitation on any of the Company's other obligations under this Agreement (including under Article V hereof), the Company agrees that neither it nor any of its controlled Affiliates Subsidiaries nor any of the officers and directors of it or its Subsidiaries shall, and that it shall use its reasonable commercial efforts to cause its and its Subsidiaries' employees, agents and representatives (other than the Company including any investment banker, attorney or accountant retained by it or any of its Subsidiaries) shall, and shall not authorize or permit its Representatives (it being understood that, for purposes hereof, a Representative of the Company shall not constitute a Representative of a Stockholder unless such Stockholder shall have separately engaged or directed such Person in his, her or its capacity as a stockholder of the Company and not as an officer, director or employee of the Company) to, directly or indirectly, (i) initiate, encourage, solicit, assist, induce encourage or knowingly facilitate any inquiries or the making, submission or announcement making of any Acquisition Inquiry or Acquisition Proposal; Proposal (as defined in Exhibit A hereto), (ii) furnish provide any nonpublic information or otherwise provide access to any information regarding any Acquired Company data to any Person in connection with relating to or in response to an Acquisition Proposal or any Acquisition Inquiry inquiry or indication of interest that could lead to an Acquisition Proposal; (iii) , or engage in any discussions or negotiations with any Person with respect to any Acquisition Inquiry or an Acquisition Proposal; , or (iv) otherwise knowingly facilitate any effort or attempt to make or implement an Acquisition Inquiry Proposal, (iii) approve, endorse or recommend, or propose publicly to approve, endorse or recommend, any Acquisition Proposal or (iv) approve, endorse or recommend, or propose to approve, endorse or recommend, or execute or enter into into, any letter of intent, agreement in principle, letter of intent, memorandum of understanding, term sheetmerger agreement, acquisition agreement, option agreement, joint venture agreement, partnership agreement, merger agreement or other similar document agreement or Contract relating propose publicly or agree to do any of the foregoing related to any Acquisition Inquiry or Acquisition Proposal. (b) Upon Notwithstanding anything in this Agreement to the execution hereofcontrary, Stockholder this Section 6.10 shall immediately cease not prohibit the Company or its Board of Directors (i) to the extent applicable, from complying with Rule 14e-2 and cause Rule 14d-9 promulgated under the Securities Exchange Act with regard to be terminated all existing activitiesan Acquisition Proposal, (ii) from effecting a change in the Company Board Recommendation or (iii) from engaging in any discussions or negotiations with, or providing any nonpublic information to, any Person in response to an unsolicited bona fide written Acquisition Proposal by any such Person, if and only to the extent that, (A) in any such case referred to in Clause (ii) or (iii) above, neither the Company nor any representative of the Company shall have violated any of the restrictions of this Section 6.10, (B) in any such case referred to in clause (ii) or (iii), its meeting of shareholders shall not have occurred, (C) in the case of clause (ii) or (iii) above, it has received an unsolicited bona fide written Acquisition Proposal from a third party (which has not been withdrawn) and its Board of Directors concludes in good faith that such Acquisition Proposal constitutes a Superior Proposal (as defined below), (D) in the case of clause (ii) or (iii) above, its Board of Directors, after consultation with outside counsel, determines in good faith that such action is required in order for the Board of Directors to comply with its fiduciary duties under applicable law, (E) prior to providing any information or data to any Person in connection with an Acquisition Proposal by any such Person, its Board of Directors receives from such Person an executed confidentiality agreement having provisions that are customary in such agreements, as advised by counsel, and no less restrictive than the comparable provisions contained in the confidentiality agreement between the Company and the Parent Corporation, and at least two business days prior to furnishing any such nonpublic information to such person, the Company furnishes such nonpublic information to the Parent Corporation (to the extent not furnished previously), and (F) at least two business days prior to providing any information or data to any Person or entering into discussions or negotiations with any parties (other than Person, the Company notifies the Parent and its Affiliates) conducted heretofore with respect to Corporation of such inquiries, proposals or offers received by, any Acquisition Inquiry such information requested from, or Acquisition Proposal or sale of Shares held by Stockholder, and shall refrain from engaging in any future such discussions or negotiations between Stockholder and sought to be initiated or continued with, such Person or any Person (other than Parent and of its Affiliates) with respect to any sale of any Shares held by Stockholder (other than to state that Stockholder is currently not permitted to engage representatives indicating, in such discussions or negotiations). (c) Notwithstanding the foregoing, the restrictions in this Section 5.2 shall not apply (i) with respect to any discussions or negotiations with respect to the transfer of Shares permitted by Section 2.3, or (ii) with respect to any discussions between the Stockholder, on the one hand, and any Affiliate or Representative of Stockholder on the other hand.connection

Acquisition Proposals. (a) Stockholder agrees that neither it nor any of its controlled Affiliates (other than the Company or its Subsidiaries) shall, and shall not authorize or permit its Representatives (it being understood that, for purposes hereof, a Representative of the Company shall not constitute a Representative of a Stockholder unless such Stockholder shall have separately engaged or directed such Person in In his, her or its capacity as a stockholder shareholder of the Company Xenith, and not in his or her capacity as an officera director, director officer or employee of the CompanyXenith, as applicable, Shareholder agrees that Shareholder will not, and will cause its officers and directors, and will instruct and use reasonable best efforts to cause its representatives and partners (if an entity) not to, directly or indirectly, (i) initiate, encourage, solicit, assist, induce knowingly encourage or knowingly facilitate the making, submission inquiries or announcement of any Acquisition Inquiry or proposals with respect to an Acquisition Proposal; , (ii) furnish engage or participate in any negotiations with any person concerning any Acquisition Proposal, (iii) provide any confidential or nonpublic information or data to, have or participate in any discussions with or otherwise provide access to cooperate in any information regarding way with, any Acquired Company to any Person person in connection with or in response to any Acquisition Inquiry or Acquisition Proposal; (iii) engage in discussions or negotiations with any Person with respect to any Acquisition Inquiry or Acquisition Proposal; Proposal or (iv) otherwise facilitate any effort or attempt to make or implement an Acquisition Inquiry or Acquisition Proposal or enter into any agreement in principleterm sheet, letter of intent, memorandum of understanding, term sheetagreement in principle, acquisition agreement, option agreement, joint venture agreement, partnership agreement, merger agreement or other similar document or Contract agreement (other than a confidentiality agreement referred to and entered into in accordance with Section 5.5(b) of the Merger Agreement) relating to any Acquisition Inquiry or Acquisition Proposal. , in each case, except to the extent that Xenith is permitted to take such action pursuant to the Merger Agreement. Shareholder will and will cause its officers, directors, and will use Shareholder’s reasonable best efforts to cause its representatives and partners (bif an entity) Upon the execution hereofto, Stockholder shall immediately cease and cause to be terminated all existing any activities, discussions or negotiations conducted before the date of this Agreement with any parties (person other than Parent and its Affiliates) conducted heretofore Union with respect to any Acquisition Inquiry or Proposal of Xenith. Shareholder will promptly (within twenty-four (24) hours) advise Union following Shareholder’s receipt of any Acquisition Proposal or sale of Shares held by Stockholderany inquiry which could reasonably be expected to lead to an Acquisition Proposal, and the substance thereof (including the material terms and conditions of the Acquisition Proposal), and will keep Union apprised of any related material developments, discussions and negotiations on a reasonably current basis, including any amendments to or revisions of the terms of such inquiry or Acquisition Proposal, in each case to the extent Xenith has not previously notified Union. All references herein to an Acquisition Proposal shall refrain from engaging in any future discussions or negotiations between Stockholder and any Person (other than Parent and its Affiliates) refer to an Acquisition Proposal with respect to any sale of any Shares held by Stockholder (other than to state that Stockholder is currently not permitted to engage in such discussions or negotiations)Xenith. (c) Notwithstanding the foregoing, the restrictions in this Section 5.2 shall not apply (i) with respect to any discussions or negotiations with respect to the transfer of Shares permitted by Section 2.3, or (ii) with respect to any discussions between the Stockholder, on the one hand, and any Affiliate or Representative of Stockholder on the other hand.

Acquisition Proposals. (a) Each Stockholder covenants and agrees that neither it nor any during the period from the date of its controlled Affiliates (other than this Agreement through the Expiration Date, such Stockholder shall, if requested to do so by action of the Company Board or its Subsidiariesthe Special Committee of the Company Board, explore in good faith the possibility of working with any Persons or groups of Persons regarding an Acquisition Proposal (provided that the Company is permitted pursuant to Section 5.3(a) shallor 5.3(c) of the Merger Agreement to engage in discussions with such Persons or groups of Persons regarding such Acquisition Proposal), including by reviewing and shall not authorize or permit its Representatives (responding to proposals and taking part in meetings and negotiations with respect thereto; it being understood that, for purposes hereof, a Representative of the Company shall not constitute a Representative of a Stockholder unless that such Stockholder shall have separately engaged or directed such Person in his, her or its capacity Stockholder’s decision as a stockholder of the Company and not as an officer, director or employee of the Company) to, directly or indirectly, (i) initiate, encourage, solicit, assist, induce or facilitate the making, submission or announcement of any Acquisition Inquiry or Acquisition Proposal; (ii) furnish or otherwise provide access to any information regarding any Acquired Company whether to any Person in connection with or in response to any Acquisition Inquiry or Acquisition Proposal; (iii) engage in discussions or negotiations work with any Person with respect to any Acquisition Inquiry or Acquisition Proposal; or (iv) otherwise facilitate any effort or attempt to make or implement an Acquisition Inquiry or Acquisition Proposal or enter into any agreement in principle, letter group of intent, memorandum of understanding, term sheet, acquisition agreement, option agreement, joint venture agreement, partnership agreement, merger agreement or other similar document or Contract relating to any Acquisition Inquiry or Acquisition ProposalPersons after such good faith exploration shall be within such Stockholder’s discretion. (b) Upon the execution hereofIf any Stockholder receives any inquiry or proposal that constitutes an Acquisition Proposal, such Stockholder shall immediately cease promptly inform the Company of such inquiry or proposal and cause to be terminated all existing activities, discussions or negotiations with any parties (other than Parent and its Affiliates) conducted heretofore with respect to any Acquisition Inquiry or Acquisition Proposal or sale of Shares held by Stockholder, and shall refrain from engaging in any future discussions or negotiations between Stockholder and any Person (other than Parent and its Affiliates) with respect to any sale of any Shares held by Stockholder (other than to state that Stockholder is currently not permitted to engage in such discussions or negotiations)the details thereof. (c) Notwithstanding Each Stockholder shall keep confidential from Silver Lake Partners and its Affiliates (collectively, “SLP”) the foregoingspecific terms and conditions of any Acquisition Proposal made by a Person other than SLP or by a group of Persons of which SLP is not a member, provided that such confidentiality obligation shall be subject to the restrictions in this obligations of the Company pursuant to Section 5.2 5.3 of the Merger Agreement; provided, further, that the foregoing shall not apply restrict any Stockholder from discussing with SLP any aspect of any Acquisition Proposal that SLP may wish to make, including the price thereof, so long as such Stockholder does not disclose to SLP the specific terms and conditions of any Acquisition Proposal made by a Person other than SLP or by a group of Persons of which SLP is not a member. (id) with respect to Notwithstanding anything in any discussions or negotiations with respect other agreement between the Company and any Stockholder to the transfer contrary, no Stockholder shall be prohibited from making any Acquisition Proposal to the Company, whether individually or as part of Shares permitted by Section 2.3, or (ii) with respect to any discussions between the Stockholder, on the one hand, and any Affiliate or Representative of Stockholder on the other handa group.

Acquisition Proposals. (a) Stockholder agrees that neither The Company shall not, nor shall it nor permit any of its controlled Affiliates (other than the Company or its Subsidiaries) shallsubsidiaries to, and nor shall not it authorize or permit its Representatives (it being understood that, for purposes hereof, a Representative of the Company shall not constitute a Representative of a Stockholder unless such Stockholder shall have separately engaged or directed such Person in his, her or its capacity as a stockholder of the Company and not as an any officer, director or employee of of, or any investment banker, attorney or other advisor, representative or agent of, the Company) Company or any Company Subsidiary to, directly or indirectly, (i) initiate, encourage, solicit, assist, induce initiate or facilitate encourage the making, submission or announcement of any Company Acquisition Inquiry Proposal (as defined below), or take any other action to knowingly facilitate any inquiries or the making of any proposal that constitutes, or may reasonably be expected to lead to, any Company Acquisition Proposal; Proposal or (ii) furnish participate in or otherwise provide access to continue any information regarding any Acquired Company to any Person in connection with or in response to any Acquisition Inquiry or Acquisition Proposal; (iii) engage in discussions or negotiations with regarding, or furnish to any Person person any non-public information with respect to to, any Acquisition Inquiry or Company Acquisition Proposal; or (iv) otherwise facilitate any effort or attempt to make or implement an Acquisition Inquiry or Acquisition Proposal or enter into any agreement in principle, letter of intent, memorandum of understanding, term sheet, acquisition agreement, option agreement, joint venture agreement, partnership agreement, merger agreement or other similar document or Contract relating to any Acquisition Inquiry or Acquisition Proposal. (b) Upon the execution hereof, Stockholder shall immediately cease and cause to be terminated all existing activities, discussions or negotiations with any parties (other than Parent and its Affiliates) conducted heretofore with respect to any Acquisition Inquiry or Acquisition Proposal or sale of Shares held by Stockholder, and shall refrain from engaging in any future discussions or negotiations between Stockholder and any Person (other than Parent and its Affiliates) with respect to any sale of any Shares held by Stockholder (other than to state that Stockholder is currently not permitted to engage in such discussions or negotiations). (c) . Notwithstanding the foregoing, prior to the restrictions time, but not after, the requisite vote of the Company Stockholders is obtained, if the Board of Directors of the Company determines in good faith, following consultation with outside counsel, that such action is required in order for such directors to comply with their fiduciary duties under applicable law, the Company, any Company Subsidiary or any officer, director or employee of, or any investment banker, attorney or other advisor, representative or agent of, the Company or any Company Subsidiary may, following the receipt of an unsolicited Company Acquisition Proposal by the Company, participate in negotiations regarding such Company Acquisition Proposal or furnish information regarding the Company and its business pursuant to an appropriate confidentiality agreement to the person making such Company Acquisition Proposal. Notwithstanding anything in this Section 5.2 Agreement to the contrary, the Company shall not apply promptly advise FNF orally and in writing of the receipt by it (ior any of the other entities or persons referred to above) with respect after the date hereof of any Company Acquisition Proposal, or any inquiry which could lead to any discussions Company Acquisition Proposal, the material terms and conditions of such Company Acquisition Proposal or negotiations with respect to the transfer of Shares permitted by Section 2.3, or (ii) with respect to any discussions between the Stockholder, on the one handinquiry, and the identity of the person making any Affiliate such Company Acquisition Proposal or Representative inquiry. The Company shall keep FNF fully informed of Stockholder on the status and details of any such Company Acquisition Proposal or inquiry. For purposes of this Agreement, "Company Acquisition Proposal" means any proposal or offer for a merger, consolidation or other handbusiness combination involving the Company or any Company Subsidiary or any proposal or offer to acquire or cause to be acquired in any manner, directly or indirectly, all or substantially all of the business, assets or capital stock of the Company, other than the transactions contemplated by this Agreement.

Acquisition Proposals. (a) Stockholder agrees that neither it nor any of its controlled Affiliates (other than Between the Company or its Subsidiaries) shalldate hereof and the Closing, and Seller shall not authorize or permit its Representatives (it being understood that, for purposes hereof, a Representative of the Company shall not constitute a Representative of a Stockholder unless such Stockholder shall have separately engaged or directed such Person in his, her or its capacity as a stockholder of the Company and not as an officer, director or employee of the Company) tonot, directly or indirectly, (ia) initiate, encourage, take any action to solicit, assistinitiate submission of or knowingly encourage any Acquisition Proposal or (b) participate in any substantive discussions or negotiations regarding an Acquisition Proposal with anyone, induce except in the case of each of the foregoing for Acquisition Proposals by or facilitate the makingon behalf of Buyer or its affiliates. During such period, submission or announcement Seller shall promptly notify Buyer upon receipt of any Acquisition Inquiry indication of interest or any offer with respect to an Acquisition Proposal; . For purposes hereof, an "Acquisition Proposal" shall include any proposal for any acquisition or purchase by anyone of all or a portion of the Purchased Assets or any equity interest in Seller or any of its subsidiaries, of any merger or business combination with, or any acquisition of, Seller or any of its subsidiaries. If, after the entry of the Approval Order, Seller enters into a written agreement to accept any Acquisition Proposal, Seller shall, in addition to returning Buyer's Deposit (ii) furnish or otherwise provide access to together with any information regarding any Acquired Company to any Person interest), promptly reimburse Buyer for all of Buyer's expenses incurred in connection with preparing its Bid, its investigation of Seller and its negotiation and preparation of this Agreement, including the fees and expenses of Buyer's attorneys, accountants and advisors, such reimbursement being in addition to any other remedy to which Buyer may be entitled at law or in response equity or under the terms of this Agreement. Notwithstanding anything herein to the contrary, until the Bankruptcy Court enters the Approval Order Seller may (and may authorize and/or permit any Acquisition Inquiry of its officers, directors, employees, attorneys, agents or Acquisition Proposal; (iiirepresentatives to) engage in discussions or negotiations with any Person furnish information with respect to any Acquisition Inquiry or Acquisition Proposal; or (iv) otherwise facilitate any effort or attempt to make or implement an Acquisition Inquiry or Acquisition Proposal or enter into any agreement in principle, letter of intent, memorandum of understanding, term sheet, acquisition agreement, option agreement, joint venture agreement, partnership agreement, merger agreement or other similar document or Contract relating Seller to any Acquisition Inquiry person or Acquisition Proposal. (b) Upon the execution hereof, Stockholder shall immediately cease and cause to be terminated all existing activities, discussions persons making an unsolicited proposal or negotiations with any parties (other than Parent and its Affiliates) conducted heretofore with respect to any Acquisition Inquiry or Acquisition Proposal or sale of Shares held by Stockholder, inquiry and shall refrain from engaging notify Buyer in any future discussions or negotiations between Stockholder and any Person (other than Parent and its Affiliates) with respect to any sale writing of any Shares held by Stockholder (other than to state that Stockholder is currently not permitted to engage in such discussions proposal or negotiations)inquiry. (c) Notwithstanding the foregoing, the restrictions in this Section 5.2 shall not apply (i) with respect to any discussions or negotiations with respect to the transfer of Shares permitted by Section 2.3, or (ii) with respect to any discussions between the Stockholder, on the one hand, and any Affiliate or Representative of Stockholder on the other hand.

Acquisition Proposals. (a) Stockholder agrees that From the date of this Agreement until the Closing Date or, if earlier, the termination of this Agreement, neither it the Acquiror nor any of its controlled Affiliates (other than the Company or its Subsidiaries) shallAcquiror Principal Shareholder will, and shall not neither the Acquiror nor any Acquiror Principal Shareholder will authorize or permit its Representatives (it being understood that, for purposes hereof, a Representative the any representative of the Company shall not constitute a Representative of a Stockholder unless such Stockholder shall have separately engaged Acquiror or directed such Person in his, her or its capacity as a stockholder of the Company and not as an officer, director or employee of the Company) any Acquiror Principal Shareholder to, directly or indirectly, : (i) solicit, initiate, knowingly encourage, solicit, assist, induce or facilitate the making, submission or announcement of any Acquisition Inquiry Competing Transaction Proposal from any Person (other than Acquiree or Acquisition the Acquiree Shareholder, a “Third Party”) or take any action that could reasonably be expected to lead to a Competing Transaction Proposal; , (ii) furnish or otherwise provide access to any information regarding any Acquired Company the Acquiror to any Person Third Party in connection with or in response to any Acquisition Inquiry a Competing Transaction Proposal or Acquisition Proposal; an inquiry or indication of interest, (iii) engage in or continue any discussions or negotiations with any Person Third Party with respect to any Acquisition Inquiry or Acquisition Competing Transaction Proposal; or , (iv) otherwise facilitate approve, endorse or recommend any effort or attempt to make or implement an Acquisition Inquiry or Acquisition Competing Transaction Proposal or (v) enter into any agreement in principle, letter of intent, memorandum of understanding, term sheet, acquisition agreement, option agreement, joint venture agreement, partnership agreement, merger agreement intent or other similar document or any Contract contemplating or otherwise relating to any Acquisition Inquiry or Acquisition Competing Transaction Proposal. (b) Upon Concurrently with the execution hereofof this Agreement, Stockholder Acquiror and the Acquiror Principal Shareholder shall (i) immediately cease and cause to be terminated all any existing activities, discussions or negotiations with any parties (other than Parent and its Affiliates) conducted heretofore with respect Person that relate to any Acquisition Inquiry or Acquisition Proposal or sale of Shares held by Stockholder, and shall refrain from engaging in any future discussions or negotiations between Stockholder and any Person (other than Parent and its Affiliates) with respect to any sale of any Shares held by Stockholder (other than to state that Stockholder is currently not permitted to engage in such discussions or negotiations). (c) Notwithstanding the foregoing, the restrictions in this Section 5.2 shall not apply (i) with respect to any discussions or negotiations with respect to the transfer of Shares permitted by Section 2.3, or Competing Transaction Proposal; (ii) as soon as practicable request each Person that has executed, within twelve (12) months prior to the date of this Agreement, a confidentiality agreement in connection with respect its consideration of a possible Competing Transaction Proposal to return or destroy all confidential information relating to the Acquiror heretofore furnished to such Person by or on behalf of any discussions Acquiror Principal Shareholder or the Acquiror, subject to whatever rights, if any, that such Person has to retain any such information or avoid any demand for its return or destruction pursuant to the terms of the confidentiality agreement between the Stockholder, on the one hand, such Person and any Affiliate Acquiror Principal Shareholder or Representative of Stockholder on the Acquiror; and (iii) cause any physical or virtual data room containing any such information to no longer be accessible to or by any Person other handthan Acquiree, the Acquiree Shareholder and their respective representatives.

Acquisition Proposals. (a) Stockholder agrees that neither it nor any of its controlled Affiliates (other than the Company or its Subsidiaries) shall, and shall not authorize or permit its Representatives (it being understood that, for purposes hereof, a Representative Subject to Section 7.2 of the Company shall not constitute a Representative of a Stockholder unless such Merger Agreement and Section 5.3, during the Voting Period, Stockholder shall have separately engaged or directed such Person in his, her or its capacity as a stockholder of the Company and not as an officer, director or employee of the Company) tonot, directly or indirectly, and shall ensure that each of Stockholder’s Representatives does not, directly or indirectly: (i) initiate, encourage, solicit, assist, induce or facilitate the making, submission or announcement of any Acquisition Inquiry or Acquisition Proposal; (ii) furnish or otherwise provide access to any information regarding any Acquired Company to any Person in connection with or in response to any Acquisition Inquiry or Acquisition Proposal; (iii) engage in discussions or negotiations with any Person with respect to any Acquisition Inquiry or Acquisition Proposal or publicly support or endorse any Acquisition Proposal; (iv) take any action that could result in the revocation or invalidation of the Proxy; (v) take any public action that is reasonably determined by Parent to suggest that Stockholder no longer supports the Merger; (vi) agree or publicly propose to take any of the actions referred to in this Section 5.2 or otherwise prohibited by this Agreement; or (ivvii) otherwise facilitate any effort or attempt to make or implement an Acquisition Inquiry or Acquisition Proposal or enter into any agreement in principle, letter of intent, memorandum of understanding, term sheet, acquisition agreement, option agreement, joint venture agreement, partnership agreement, merger agreement or other similar document or Contract relating to any Acquisition Inquiry or Acquisition Proposal. (b) Upon the execution hereof, Stockholder shall immediately cease and cause to be terminated all existing activities, discussions or negotiations with any parties (other than Parent and its Affiliates) conducted heretofore with respect to any Acquisition Inquiry or Acquisition Proposal or sale of Shares held by Stockholder, and shall refrain from engaging in any future discussions or negotiations between Stockholder and any Person (other than Parent and its Affiliates) with respect to any sale of any Shares held by Stockholder (other than to state that Stockholder is currently not permitted to engage in such discussions or negotiations). (c) . Notwithstanding the foregoing, the restrictions in this Section 5.2 shall not apply (i) with respect to any discussions or negotiations with respect to the transfer of Shares permitted by Section 2.3, or (ii) with respect to any discussions between the Stockholder, on the one hand, and any Affiliate or Representative of Stockholder on the other hand.

Acquisition Proposals. (a) Stockholder agrees that Except as otherwise provided in this Section 5.4, at all times during the Pre-Appointment Period, neither it the Company nor any of its controlled Affiliates (other than Subsidiaries shall, nor shall the Company or any of its Subsidiaries) shall, and shall not Subsidiaries authorize or permit its any of their respective Representatives (it being understood that, for purposes hereof, a Representative of the Company shall not constitute a Representative of a Stockholder unless such Stockholder shall have separately engaged or directed such Person in his, her or its capacity as a stockholder of the Company and not as an officer, director or employee of the Company) to, directly or indirectly, (i) solicit, initiate, encourage, solicit, assist, induce facilitate or facilitate knowingly encourage the making, submission or announcement of any Acquisition Inquiry or Acquisition Proposal; , (ii) furnish conduct or otherwise provide engage in any discussions, investigations or negotiations with, disclose any non-public information relating to the Company or any of its Subsidiaries to, or afford access to the business, properties, assets, books or records of the Company or any information regarding any Acquired Company of its Subsidiaries to any Person third party that has informed the Company that it is seeking to make, or has made, an Acquisition Proposal, or take any other action intended to assist or facilitate any inquiries or the making of any proposal that constitutes or could lead to an Acquisition Proposal, (iii) (y) approve any transaction under or any third party becoming an “interested stockholder” under Chapter 110F of the Massachusetts Laws or (z) amend or grant any waiver or release or make any determination under or approve any transaction or redeem any Company Rights under the Rights Agreement or take any action under the Rights Agreement to facilitate an Acquisition Proposal except in connection with or in response to any Acquisition Inquiry or Acquisition Proposal; (iii) engage in discussions or negotiations with any Person with respect to any Acquisition Inquiry or Acquisition Proposal; the transactions contemplated by this Agreement, or (iv) otherwise facilitate any effort or attempt to make or implement an Acquisition Inquiry or Acquisition Proposal or enter into any agreement in principle, letter of intent, memorandum of understanding, term sheet, acquisition agreement, merger agreement, option agreement, joint venture agreement, partnership agreement, merger agreement or other similar document or Contract relating to any Acquisition Inquiry Proposal other than a confidentiality agreement permitted by Section 5.4(b). Except as the Company Board determines in good faith by a majority vote, after consultation with its outside legal counsel, that failure to take such action would be reasonably likely to result in a breach of its fiduciary duties, the Company Board shall not fail to make, nor shall it withdraw or modify, or propose publicly to withdraw or modify, in a manner adverse to Parent or Merger Sub, the Company Board Recommendation (or in either case recommend to the Company Stockholders an Acquisition Proposal. Proposal or make any public statement inconsistent with the Company Board Recommendation) or resolve to take any of the foregoing actions (bit being agreed that any notice to Parent pursuant to Section 7.1(d)(i)(x) Upon shall not constitute any such resolution) (any of the execution hereofforegoing a “Company Adverse Recommendation Change”, Stockholder which will not include a “stop, look and listen” or similar communication of the type contemplated by Rule 14d-9(f) under the Exchange Act). The Company shall, and shall cause its Subsidiaries and their respective Representatives to, cease immediately cease and cause to be terminated any and all existing activities, discussions or negotiations negotiations, if any, with any parties (other than Parent and its Affiliates) third party conducted heretofore prior to the date hereof with respect to any Acquisition Inquiry Proposal and shall use its commercially reasonable best efforts to cause any such third party (or its agents or advisors) in possession of confidential information about the Company and any of its Subsidiaries that was furnished by or on behalf of the Company and its Subsidiaries to such third party in connection with an Acquisition Proposal within 12 months prior to the date of this Agreement promptly to return or sale destroy (and confirm destruction of) all such information. (b) Notwithstanding anything to the contrary set forth herein, at all times during the Pre-Appointment Period, the Company Board may, directly or through the Company’s Representatives: (i) engage or participate in negotiations or discussions with any third party (and its Representatives) that, subject to the Company’s compliance with Sections 5.4(a) and 5.4(c), has made a bona fide, unsolicited written Acquisition Proposal that the Company Board determines in good faith, after consulting with a financial advisor of Shares held by Stockholdernationally recognized reputation, is or could reasonably be expected to lead to a Superior Proposal, (ii) furnish to any such third party (and its Representatives) non-public information relating to, and provide access to, the Company, any of its Subsidiaries and their respective businesses, properties, assets, books and records pursuant to an executed confidentiality agreement with terms no less favorable to the Company than those contained in the Confidentiality Agreement and containing additional provisions that expressly permit the Company to comply with the terms of this Section 5.4(b) (a copy of which confidentiality agreement shall refrain be promptly (but in no event later than one (1) Business Day) provided for informational purposes only to Parent), and/or (iii) take any action that any court of competent jurisdiction orders the Company to take, but in each case referred to in the foregoing clauses (i)-(ii), only if the Company Board determines in good faith by a majority vote, after consultation with its outside legal counsel, that failure to take such action would be reasonably likely to result in a breach of its fiduciary duties under Applicable Law. Nothing contained herein shall prevent the Company Board from engaging in complying with Rule 14d-9 and Rule 14e-2(a) under the Exchange Act with regard to an Acquisition Proposal, so long as any future discussions action taken or negotiations between Stockholder and any Person (other than Parent and its Affiliates) statement made to so comply is consistent with respect to any sale of any Shares held by Stockholder (other than to state that Stockholder is currently not permitted to engage in such discussions or negotiations)this Section 5.4. (c) Notwithstanding the foregoing, the restrictions in this Section 5.2 The Company Board shall not apply take any of the actions referred to in clauses (ii)-(ii) with respect of Section 5.4(b) or make a Company Adverse Recommendation Change unless the Company shall have delivered to Parent a prior written notice advising that the Company intends to take such action. The Company shall notify Parent promptly (but in no event later than 24 hours after an officer or director of the Company first obtains knowledge of the receipt by Company or any of its Subsidiaries or any of their respective Representatives of an Acquisition Proposal) after receipt by the Company or any of its Subsidiaries (or any of their respective Representatives) of any Acquisition Proposal, any inquiry that would reasonably be expected to lead to an Acquisition Proposal, any request for non-public information relating to the Company or any of its Subsidiaries or for access to the non-public business, properties, assets, books or records of the Company or any of its Subsidiaries by any third party that is seeking to make an Acquisition Proposal or any other indication that a third party is considering making an Acquisition Proposal. The Company shall provide such notice orally and in writing to Parent and shall identify the third party making, and the terms and conditions of, any such Acquisition Proposal, indication or request. The Company shall keep Parent informed on a reasonably prompt basis, of the status and material details of any discussions or negotiations relating to such Acquisition Proposal, indication or request, including the material resolved and unresolved issues related thereto and material amendments or proposed amendments as to price and other material terms thereof. The Company shall provide Parent with respect at least 48 hours’ prior notice of any meeting of the Company Board (or such lesser notice as is provided to the transfer members of Shares permitted by the Company Board) at which the Company Board is reasonably expected to consider any Acquisition Proposal. The Company shall promptly provide Parent with: (i) any information concerning the Company’s business, present or future performance, financial condition or results of operations provided to any third party pursuant to Section 2.3, or 5.4(b) that was not previously provided to Parent and (ii) with respect copies of all material documents and material written communications relating to any discussions such Acquisition Proposal exchanged between the StockholderCompany, any of its respective Subsidiaries or any of their respective Representatives, on the one hand, and the third party making such Acquisition Proposal or any Affiliate or Representative of Stockholder its Representatives, on the other hand.

Acquisition Proposals. (a) Stockholder agrees that From the date of this Agreement until the Closing Date or, if earlier, the termination of this Agreement, neither it the Acquiror nor any of its controlled Affiliates (other than the Company or its Subsidiaries) shallAcquiror Principal Shareholder will, and shall not neither the Acquiror nor the Acquiror Principal Shareholder will authorize or permit its Representatives (it being understood that, for purposes hereof, a Representative the any representative of the Company shall not constitute a Representative of a Stockholder unless such Stockholder shall have separately engaged Acquiror or directed such Person in his, her or its capacity as a stockholder of the Company and not as an officer, director or employee of the Company) Acquiror Principal Shareholder to, directly or indirectly, : (i) solicit, initiate, knowingly encourage, solicit, assist, induce or facilitate the making, submission or announcement of any Acquisition Inquiry Competing Transaction Proposal from any Person (other than Acquiree or Acquisition the Acquiree Shareholders, a “Third Party”) or take any action that could reasonably be expected to lead to a Competing Transaction Proposal; , (ii) furnish or otherwise provide access to any information regarding any Acquired Company the Acquiror or the Acquiror Subsidiary to any Person Third Party in connection with or in response to any Acquisition Inquiry a Competing Transaction Proposal or Acquisition Proposal; an inquiry or indication of interest, (iii) engage in or continue any discussions or negotiations with any Person Third Party with respect to any Acquisition Inquiry or Acquisition Competing Transaction Proposal; or , (iv) otherwise facilitate approve, endorse or recommend any effort or attempt to make or implement an Acquisition Inquiry or Acquisition Competing Transaction Proposal or (v) enter into any agreement in principle, letter of intent, memorandum of understanding, term sheet, acquisition agreement, option agreement, joint venture agreement, partnership agreement, merger agreement intent or other similar document or any Contract contemplating or otherwise relating to any Acquisition Inquiry or Acquisition Competing Transaction Proposal. (b) Upon Concurrently with the execution hereofof this Agreement, Stockholder Acquiror and the Acquiror Principal Shareholder shall (i) immediately cease and cause to be terminated all any existing activities, discussions or negotiations with any parties (other than Parent and its Affiliates) conducted heretofore with respect Person that relate to any Acquisition Inquiry or Acquisition Proposal or sale of Shares held by Stockholder, and shall refrain from engaging in any future discussions or negotiations between Stockholder and any Person (other than Parent and its Affiliates) with respect to any sale of any Shares held by Stockholder (other than to state that Stockholder is currently not permitted to engage in such discussions or negotiations). (c) Notwithstanding the foregoing, the restrictions in this Section 5.2 shall not apply (i) with respect to any discussions or negotiations with respect to the transfer of Shares permitted by Section 2.3, or Competing Transaction Proposal; (ii) as soon as practicable request each Person that has executed, within twelve (12) months prior to the date of this Agreement, a confidentiality agreement in connection with respect its consideration of a possible Competing Transaction Proposal to return or destroy all confidential information relating to the Acquiror or the Acquiror Subsidiary heretofore furnished to such Person by or on behalf of the Acquiror Principal Shareholder or the Acquiror, subject to whatever rights, if any, that such Person has to retain any discussions such information or avoid any demand for its return or destruction pursuant to the terms of the confidentiality agreement between such Person and the StockholderAcquiror Principal Shareholder or the Acquiror; and (iii) cause any physical or virtual data room containing any such information to no longer be accessible to or by any Person other than Acquiree, on the one hand, Acquiree Shareholders and any Affiliate or Representative of Stockholder on the other handtheir respective representatives.

Acquisition Proposals. (a) Stockholder Section 5.7.1 From and after the date of this Agreement, the Company agrees that neither it nor any of its controlled Affiliates (other than the Company or its Subsidiaries) shallshall not, and shall not authorize or permit its Representatives (it being understood that, for purposes hereof, a any Company Subsidiary or Company Representative of the Company shall not constitute a Representative of a Stockholder unless such Stockholder shall have separately engaged or directed such Person in his, her or its capacity as a stockholder of the Company and not as an officer, director or employee of the Company) to, directly or indirectly, take any action to (iA) initiate, encourage, solicit, assist, induce initiate or facilitate the making, submission or announcement of any Acquisition Inquiry or Acquisition Proposal; , (iiB) furnish or otherwise provide access to participate in any information regarding any Acquired Company to any Person in connection with or in response to any Acquisition Inquiry or Acquisition Proposal; (iii) engage way in discussions or negotiations with with, or furnish any Person non-public information to, any person that has made an Acquisition Proposal, (C) withdraw or modify the Company Recommendation in a manner adverse to Parent, (D) other than the Merger, approve or recommend any Acquisition Proposal, or (E) enter into any letter of intent or agreement with respect to any Acquisition Inquiry or Acquisition Proposal; or (iv) otherwise facilitate any effort or attempt to make or implement an Acquisition Inquiry or Acquisition Proposal or enter into any agreement in principle. The Company shall, letter of intentand shall cause the Company Subsidiaries and instruct the Company Representatives to, memorandum of understanding, term sheet, acquisition agreement, option agreement, joint venture agreement, partnership agreement, merger agreement or other similar document or Contract relating to any Acquisition Inquiry or Acquisition Proposal. (b) Upon the execution hereof, Stockholder shall immediately cease and cause to be terminated all existing activities, discussions or negotiations with any parties (other than Parent and its Affiliates) person conducted heretofore with respect to any Acquisition Inquiry or Acquisition Proposal or sale Proposal. Notwithstanding the first and second sentences of Shares held this Section 5.7.1, at any time prior to obtaining the adoption of this Agreement by Stockholderthe Required Company Stockholders, the Company shall be permitted to: (i) take and shall refrain from engaging in any future discussions or negotiations between Stockholder and any Person (other than Parent and its Affiliates) disclose to the Company’s stockholders a position with respect to any sale of any Shares held tender or exchange offer by Stockholder (other than to state that Stockholder is currently not permitted to engage a third party or amend or withdraw such a position in such discussions or negotiations).accordance with Rule 14d-9 and Rule 14e-2 promulgated under the Exchange Act; (cii) Notwithstanding if the foregoingCompany has received an unsolicited Acquisition Proposal from a third party made after the date hereof and the Company Board determines in good faith (after consultation with its financial advisor and outside counsel) that such Acquisition Proposal constitutes a Superior Proposal, change the restrictions in this Section 5.2 shall not apply (i) Company Recommendation or enter into a definitive agreement with respect to such Superior Proposal (a “Company Adverse Recommendation Change”); provided, that the Company shall comply with Section 5.7.2 hereof prior to making a Company Adverse Recommendation Change; (iii) change the Company Recommendation if the Company Board determines in good faith (after consultation with outside counsel) that it is necessary to do so to comply with its fiduciary duties to the stockholders of the Company under applicable Law; or (iv) participate in any discussions or negotiations with, or provide any non-public information to, any person in response to an Acquisition Proposal by any such person, if the Company Board determines in good faith (after consultation with respect its financial advisor and outside counsel) that such Acquisition Proposal is, or is reasonably likely to result in, a Superior Proposal; provided, that the Company shall have provided prior notice to Parent of such Acquisition Proposal pursuant to Section 5.7.3 and the Company shall only provide such non-public information pursuant to a confidentiality agreement not less restrictive of such person than the Confidentiality Agreement, provided that all such information (to the transfer extent such information has not previously been provided or made available to Parent) is provided or made available to Parent, as the case may be, prior to or substantially concurrently with the time such information is provided or made available to such person, as the case may be. Section 5.7.2 If the Company Board determines to effect a Company Adverse Recommendation Change as provided in Section 5.7.1(ii), such Company Adverse Recommendation Change may only be made after the end of Shares permitted the third day following Parent’s receipt of written notice from the Company (an “Adverse Recommendation Notice”) advising Parent that the Company Board intends to make such Company Adverse Recommendation Change, which notice shall contain a copy of the Superior Proposal to which such Company Adverse Recommendation Change relates and the information required to be provided to Parent by Section 2.35.7.3 in connection with such Superior Proposal, together with copies of any written offer or proposal in respect of such Superior Proposal; provided, that any amendment to the material terms of such Superior Proposal after the initial Adverse Recommendation Notice shall require a new Adverse Recommendation Notice. In determining whether to make a Company Adverse Recommendation Change in response to a Superior Proposal, the Company Board shall take into account any changes to the terms of this Agreement proposed by Parent (in response to an Adverse Recommendation Notice or otherwise) in determining whether such third party Acquisition Proposal still constitutes a Superior Proposal. Section 5.7.3 The Company shall promptly advise Parent orally and in writing of any request for information, proposal or other inquiry that is, or is reasonably likely to result in, an Acquisition Proposal, the material terms and conditions of any such request, Acquisition Proposal or inquiry (iiincluding any changes to the material terms thereof) with respect to and the identity of the person making any discussions between such request, Acquisition Proposal or inquiry. Upon Parent’s request, the StockholderCompany shall inform Parent of the general status of any such request, on the one hand, and any Affiliate Acquisition Proposal or Representative of Stockholder on the other handinquiry.

Acquisition Proposals. (a) Stockholder agrees that neither it nor any of its controlled Affiliates (other than the Company or its Subsidiaries) shallSo long as this Agreement remains in effect, except as otherwise expressly permitted by this Agreement, BYBK shall not, and it shall not authorize authorize, permit or permit its cause any BYBK Subsidiary or their respective Representatives (it being understood that, for purposes hereof, a Representative of the Company shall not constitute a Representative of a Stockholder unless such Stockholder shall have separately engaged or directed such Person in his, her or its capacity as a stockholder of the Company and not as an officer, director or employee of the Company) to, directly or indirectly, : (iA) initiate, encourage, solicit, assist, induce or encourage (including by way of furnishing information or providing assistance), or take any action to facilitate the makingmaking of, submission any inquiry, offer or announcement of any Acquisition Inquiry proposal that constitutes, relates or could reasonably be expected to lead to an Acquisition Proposal; (iiB) furnish or otherwise provide access respond to any information regarding any Acquired Company inquiry relating to any Person in connection with or in response to any Acquisition Inquiry or an Acquisition Proposal; (iiiC) engage recommend or endorse an Acquisition Proposal; (D) participate in any discussions or negotiations regarding any Acquisition Proposal or furnish, or otherwise afford access, to any Person (other than OLB) any information or data with respect to BYBK or any BYBK Subsidiary or otherwise relating to an Acquisition Proposal; (E) release any Person from, waive any provisions of, or fail to enforce any confidentiality agreement or standstill agreement to which BYBK or any BYBK Subsidiary is a party; or (F) enter into any agreement, agreement in principle, letter of intent or similar instrument, including any exclusivity agreement, with respect to any Acquisition Proposal or approve or resolve to approve any Acquisition Proposal or any agreement, agreement in principle, letter of intent or similar instrument relating to an Acquisition Proposal. Any violation of the foregoing restrictions by BYBK or any of its Representatives, whether or not such Representative is so authorized and whether or not such Representative is purporting to act on behalf of BYBK or otherwise, shall be deemed to be a breach of this Agreement by BYBK. BYBK and each BYBK Subsidiary shall, and shall cause each of its Representatives to, immediately cease and cause to be terminated any and all existing activities, discussions, negotiations and communications with any Person with respect to any Acquisition Inquiry existing or potential Acquisition Proposal; or (iv) otherwise facilitate any effort or attempt . Notwithstanding the foregoing, prior to make or implement the approval of the Merger by BYBK’s stockholders at the BYBK Common Stockholders’ Meeting, BYBK may respond to an Acquisition Inquiry or Acquisition Proposal inquiry, furnish nonpublic information regarding itself and the BYBK Subsidiaries to, or enter into discussions with, any Person in response to an unsolicited Acquisition Proposal that is submitted to BYBK by such Person (and not withdrawn) if: (A) BYBK’s board of directors determines in good faith, after consultation with and having considered the advice of its outside legal counsel and the advice of the BYBK Advisers, that such Acquisition Proposal constitutes or is reasonably likely to lead to a Superior Proposal (as defined below); (B) BYBK has not violated any of the restrictions set forth in this Section 5.7(a)(ii); (C) BYBK’s board of directors determines in good faith, after consultation with and based upon the advice of its outside legal counsel and the advice of the BYBK Advisers, that such action is required in order for the board of directors to comply with its fiduciary obligations under applicable Law; and (D) at least two Business Days prior to furnishing any nonpublic information to, or entering into discussions with, such Person, BYBK provides OLB with written notice of the identity of such Person and of BYBK’s intention to furnish nonpublic information to, or enter into discussions with, such Person and BYBK receives from such Person an executed confidentiality agreement in principleon terms no more favorable to such Person than the Confidentiality Agreement, letter of intent, memorandum of understanding, term sheet, acquisition agreement, option agreement, joint venture agreement, partnership agreement, merger which confidentiality agreement shall not provide such Person with any exclusive right to negotiate with BYBK. BYBK shall promptly provide to OLB any non-public information regarding BYBK or other similar document or Contract relating any BYBK Subsidiary provided to any Acquisition Inquiry other Person that was not previously provided to OLB, such additional information to be provided no later than the date of provision of such information to such other Person. BYBK shall promptly (and in any event within 24 hours) notify OLB in writing if any proposals or offers are received by, any information is requested from, or any negotiations or discussions are sought to be initiated or continued with, BYBK, any BYBK Subsidiary or any of their Representatives, in each case in connection with any Acquisition Proposal. (b) Upon , and such notice shall indicate the execution hereof, Stockholder shall immediately cease and cause to be terminated all existing activities, name of the Person initiating such discussions or negotiations or making such proposal, offer or information request and the material terms and conditions of any proposals or offers (and, in the case of written materials relating to such proposal, offer, information request, negotiations or discussion, providing copies of such materials (including e-mails or other electronic communications)). BYBK agrees that it shall keep OLB informed, on a current basis, of the status and terms of any such proposal, offer, information request, negotiations or discussions (including any amendments or modifications to such proposal, offer or request). BYBK further agrees that it will provide OLB with the opportunity to present its own proposal to the BYBK board of directors in response to any parties (other than Parent such proposal or offer and its Affiliates) conducted heretofore negotiate with OLB in good faith with respect to any Acquisition Inquiry or Acquisition Proposal or sale of Shares held by Stockholder, and shall refrain from engaging in any future discussions or negotiations between Stockholder and any Person (other than Parent and its Affiliates) with respect to any sale of any Shares held by Stockholder (other than to state that Stockholder is currently not permitted to engage in such discussions or negotiations)proposal. (c) Notwithstanding the foregoing, the restrictions in this Section 5.2 shall not apply (i) with respect to any discussions or negotiations with respect to the transfer of Shares permitted by Section 2.3, or (ii) with respect to any discussions between the Stockholder, on the one hand, and any Affiliate or Representative of Stockholder on the other hand.

Acquisition Proposals. (a) Stockholder agrees that neither it Until the earlier of the Effective Time and the termination of this Agreement pursuant to Article VIII, the Company shall not, nor shall the Company permit any of its controlled Affiliates (other than Subsidiaries or the officers, directors, employees, representatives or agents of the Company or its Subsidiaries) shall, and shall not authorize or permit its Representatives (it being understood that, for purposes hereof, a Representative of the Company shall not constitute a Representative of a Stockholder unless such Stockholder shall have separately engaged or directed such Person in his, her or its capacity as a stockholder of the Company and not as an officer, director or employee of the Company) Subsidiaries to, directly or indirectly, (i) initiate, encourage, solicit, assistinitiate or knowingly encourage (including by way of furnishing non-public information or providing access to its properties, induce books, records or facilitate personnel) any inquiries regarding, or the making, submission or announcement making of any proposal or offer that constitutes, or could reasonably be expected to lead to, an Acquisition Inquiry Proposal or Acquisition Proposal; (ii) furnish have any discussions or otherwise provide access participate in any negotiations regarding an Acquisition Proposal, or execute or enter into any agreement, understanding or arrangement with respect to an Acquisition Proposal, or approve or recommend or propose to approve or recommend an Acquisition Proposal or any information regarding agreement, understanding or arrangement relating to an Acquisition Proposal (or resolve or authorize or propose to agree to do any Acquired Company to any Person of the foregoing actions) or (iii) other than in connection with or in response the Merger and the Other Transactions, take any action to any Acquisition Inquiry or Acquisition Proposal; (iii) engage in discussions or negotiations with exempt any Person with respect from the restrictions on “business combinations” contained in Section 203 of the DGCL or otherwise cause such restrictions not to any Acquisition Inquiry or Acquisition Proposal; apply or (iv) otherwise facilitate waive, terminate, modify or fail to enforce any effort provisions of any Standstill Agreement or attempt to make or implement an Acquisition Inquiry or Acquisition Proposal or enter similar obligation into which any agreement in principle, letter of intent, memorandum of understanding, term sheet, acquisition agreement, option agreement, joint venture agreement, partnership agreement, merger agreement or other similar document or Contract relating to any Acquisition Inquiry or Acquisition ProposalPerson has entered. (b) Upon Notwithstanding Section 6.04(a), if, prior to obtaining the execution hereofStockholder Approval (i) the Company receives an Acquisition Proposal by any Person, Stockholder and (ii) the Company Board determines in good faith, (A) after consultation with its financial advisor, that such Acquisition Proposal constitutes or could reasonably be expected to lead to a Superior Proposal and (B) after consultation with outside legal counsel, that the failure to take the actions set forth in clauses (x) and (y) below with respect to such Acquisition Proposal could result in a breach of the fiduciary obligations of the members of the Company Board or any applicable Law, the Company may, in response to such Acquisition Proposal, (x) furnish non-public information with respect to the Company to the Person who has made such Acquisition Proposal pursuant to a Confidentiality Agreements on terms substantially similar to and no more favorable to such Person than those contained in the Confidentiality Agreements; and (y) participate in discussions and negotiations regarding such Acquisition Proposal. The Company shall immediately cease advise Parent orally and cause in writing of the receipt of any Acquisition Proposal or any inquiry with respect to, or that could reasonably be expected to be terminated lead to, any Acquisition Proposal (in each case within one business day of receipt thereof), specifying the material terms and conditions thereof, the identity of the party making such Acquisition Proposal or inquiry, a copy of all existing activities, discussions written materials provided to the Company or negotiations any of its Subsidiaries in connection with any parties such Acquisition Proposal and a copy of any information provided by the Company to such Person in connection with such Acquisition Proposal that has not previously been provided to Parent. The Company agrees that it and its Subsidiaries will not enter into any Confidentiality Agreements with any Person subsequent to the date hereof which prohibits the Company from providing such information to Parent. The Company shall notify Parent (within one business day) orally and in writing of any material modifications to the financial or other material terms of such Acquisition Proposal or inquiry and shall provide to Parent, within one business day, a copy of all written materials subsequently provided to or by the Company or any Subsidiary in connection with any such Acquisition Proposal. For purposes of this Agreement, “Acquisition Proposal” means any proposal or offer from any Person or group (other than Parent and its Affiliates) conducted heretofore with respect relating to any Acquisition Inquiry direct or Acquisition Proposal indirect acquisition or sale purchase of Shares held by Stockholder20% or more of the assets of the Company and its Subsidiaries, and shall refrain from engaging taken as a whole, or 20% or more of any class of equity securities of the Company then outstanding, any tender offer or exchange offer that if consummated would result in any future discussions Person beneficially owning 20% or negotiations between Stockholder and any Person (other than Parent and its Affiliates) with respect to any sale more of any Shares held by Stockholder (other than to state that Stockholder is currently not permitted to engage in such discussions or negotiations). (c) Notwithstanding class of equity securities of the foregoing, the restrictions in this Section 5.2 shall not apply (i) with respect to any discussions or negotiations with respect to the transfer of Shares permitted by Section 2.3, or (ii) with respect to any discussions between the Stockholder, on the one handCompany then outstanding, and any Affiliate merger, consolidation, business combination, recapitalization, liquidation, dissolution or Representative of Stockholder on similar transaction involving the Company, other handthan the transactions contemplated by this Agreement.

Acquisition Proposals. (a) Stockholder agrees that neither it nor 7.10.1 CUNB and CUB will promptly, and in any event within 24 hours of receipt, shall advise FENB in writing in the event CUNB or any of its controlled Affiliates Subsidiaries or Representatives receives (other than i) any Acquisition Proposal or indication by any Person that it is considering making an Acquisition Proposal, (ii) any request for information, discussion or negotiation that is reasonably likely to lead to or that contemplates an Acquisition Proposal or (iii) any inquiry, proposal or offer that is reasonably likely to lead to an Acquisition Proposal, in each case together with the Company terms and conditions of such Acquisition Proposal (to the extent such terms and conditions are known to CUNB), request, inquiry, proposal or its Subsidiaries) shalloffer and the identity of the Person making any such Acquisition Proposal, request, inquiry, proposal or offer, and shall furnish FENB with a copy of such Acquisition Proposal (or, where such Acquisition Proposal is not authorize or permit its Representatives (it being understood thatin writing, for purposes hereof, with a Representative description of the Company material terms and conditions thereof). CUNB shall not constitute keep FENB informed (orally and in writing) in all material respects on a Representative of a Stockholder unless such Stockholder shall have separately engaged or directed such Person in his, her or its capacity as a stockholder timely basis of the Company status and not as an officerdetails (including, director within 24 hours after the occurrence of any amendment, modification, discussion or employee negotiation) of any such Acquisition Proposal, request, inquiry, proposal or offer, including furnishing copies of any written inquiries, correspondence and draft documentation, and written summaries of any material oral inquiries or discussions. Without limiting any of the Companyforegoing, CUNB shall promptly (and in any event within 24 hours) to, directly notify FENB orally and in writing if it determines to begin providing information or indirectly, (i) initiate, encourage, solicit, assist, induce or facilitate the making, submission or announcement of any Acquisition Inquiry or Acquisition Proposal; (ii) furnish or otherwise provide access to any information regarding any Acquired Company to any Person in connection with or in response to any Acquisition Inquiry or Acquisition Proposal; (iii) engage in discussions or negotiations with any Person with respect to any Acquisition Inquiry or Acquisition Proposal; or (iv) otherwise facilitate any effort or attempt to make or implement concerning an Acquisition Inquiry Proposal and shall in no event begin providing such information or Acquisition Proposal engaging in such discussions or negotiations prior to providing such notice. 7.10.2 CUNB agrees that any violation of the restrictions set forth in this Section 7.10 by any Representative of CUNB or any of its Subsidiaries, whether or not such Person is purporting to act on behalf of CUNB or any of its Subsidiaries or otherwise, shall be deemed to be a material breach of this Agreement by CUNB. 7.10.3 CUNB shall not, and shall cause its Subsidiaries not to, enter into any agreement in principlewith any Person subsequent to the Agreement Date that (i) would restrict CUNB’s ability to comply with any of the terms of this Section 7.10, letter of intent, memorandum of understanding, term sheet, acquisition agreement, option agreement, joint venture agreement, partnership agreement, merger agreement or other similar document or Contract relating (ii) relates to any Acquisition Inquiry or Acquisition ProposalProposal that would materially impair CUNB’s ability to consummate the transactions contemplated by this Agreement. (b) Upon the execution hereof, Stockholder 7.10.4 CUNB shall immediately cease and cause not take any action to be terminated all existing activities, discussions or negotiations with any parties (other than Parent and its Affiliates) conducted heretofore with respect to any Acquisition Inquiry or Acquisition Proposal or sale of Shares held by Stockholder, and shall refrain from engaging in any future discussions or negotiations between Stockholder and exempt any Person (other than Parent and FENB) from the restrictions on “business combinations” or any similar provision contained in any Takeover Law or otherwise cause such restrictions not to apply, or agree to do any of the foregoing. 7.10.5 CUNB agrees that it shall not submit to the vote of its Affiliates) with respect shareholders any Acquisition Proposal or propose to any sale do so unless such Acquisition Proposal requires the completion of the Merger prior to completion of any Shares held other Acquisition Proposal respecting CUNB, and gives the FENB shareholders acquiring CUNB Common Stock in the Merger the same consideration in the Acquisition Proposal, if completed, at the same time such consideration is received by Stockholder (the other than to state that Stockholder is currently not permitted to engage in such discussions or negotiations)shareholders of CUNB. (c) Notwithstanding the foregoing, the restrictions in this Section 5.2 7.10.6 CUNB and CUB shall not apply (i) with respect to make any discussions or negotiations with respect Adverse Recommendation Change to the transfer of Shares extent not otherwise permitted by Section 2.3, or (ii) with respect to any discussions between the Stockholder, on the one hand, and any Affiliate or Representative of Stockholder on the other handthis Agreement.

Acquisition Proposals. (a) Stockholder agrees that neither The Company shall not, nor shall it nor permit any of its controlled Affiliates (other than the Company or its Subsidiaries) shallSubsidiaries to, and nor shall not it authorize or permit its Representatives (it being understood that, for purposes hereof, a Representative of the Company shall not constitute a Representative of a Stockholder unless such Stockholder shall have separately engaged or directed such Person in his, her or its capacity as a stockholder of the Company and not as an any officer, director or employee of or any investment banker, attorney, accountant or other advisor or representative of, the Company) Company or any of its Subsidiaries to, directly or indirectly, (i) initiate, encourage, solicit, assist, induce initiate or facilitate encourage the making, submission or announcement of any Acquisition Inquiry Proposal (as hereinafter defined) or (ii) participate in any discussions or negotiations regarding, or furnish to any person any information with respect to, or agree to or endorse, or take any other action to facilitate, any Acquisition Proposal or any inquiries or the making of any proposal that constitutes, or may reasonably be expected to lead to, any Acquisition Proposal; provided, however, that nothing contained in this Section 6.16 shall prohibit the Board of Directors of the Company from furnishing information to, or entering into discussions or negotiations with, any person or entity that makes an unsolicited bona fide Acquisition Proposal if, and only to the extent that (iiA) furnish or otherwise provide access to any information regarding any Acquired the Board of Directors of the Company, after consultation with and based upon the advice of independent legal counsel, determines in good faith that such action is necessary for the Board of Directors of the Company to any Person comply with its fiduciary duties to the Company stockholders under applicable law and (B) prior to taking such action, the Company (x) provides reasonable notice to Parent to the effect that it is taking such action and (y) receives from such person or entity an executed confidentiality agreement in connection with or in response to customary form. The Company shall notify Parent of any Acquisition Inquiry Proposal (including, without limitation, the material terms and conditions thereof and the identity of the person making it) as promptly as practicable after its receipt thereof, and shall provide Parent with a copy of any written Acquisition Proposal or Acquisition Proposal; (iii) engage in amendments or supplements thereto, and shall thereafter inform Parent on a prompt basis of the status of any discussions or negotiations with such a third party, and any Person material changes to the terms and conditions of such Acquisition Proposal, and shall promptly give Parent a copy of any information delivered to such person which has not previously been reviewed by Parent. The term "Acquisition Proposal" as used herein means any tender or exchange offer involving the capital stock of the Company or any of the Company Subsidiaries, any proposal for a merger, consolidation or other business combination involving the Company or any of the Company's Subsidiaries, any proposal or offer to acquire in any manner a substantial equity interest in, or a substantial portion of the business or assets of, the Company or any of the Company's Subsidiaries, any proposal or offer with respect to any Acquisition Inquiry recapitalization or Acquisition Proposal; restructuring of the Company or (iv) otherwise facilitate any effort of the Company's Subsidiaries, or attempt to make any proposal or implement an Acquisition Inquiry or Acquisition Proposal or enter into any agreement in principle, letter of intent, memorandum of understanding, term sheet, acquisition agreement, option agreement, joint venture agreement, partnership agreement, merger agreement or other similar document or Contract relating offer with respect to any Acquisition Inquiry or Acquisition Proposal. (b) Upon other transactions similar to any of the foregoing with respect to the Company of any of the Company Subsidiaries, other than the Merger contemplated by this Agreement. Immediately after the execution hereofand delivery of this Agreement, Stockholder shall immediately the Company will, and will cause its Subsidiaries and affiliates, and their respective officers, directors, employees, investment bankers, attorneys, accountants and other agents to, cease and cause to be terminated all terminate any existing activities, discussions or negotiations with any parties (other than Parent and its Affiliates) conducted heretofore with respect to any Acquisition Inquiry or possible Acquisition Proposal or sale of Shares held by Stockholder, and shall refrain from engaging in notify each party that it, or any future officer, director, investment advisor, financial advisor, attorney or other representative retained by it, has had discussions or negotiations between Stockholder and any Person (other than Parent and its Affiliates) with respect during the 30 days prior to any sale the date of this Agreement that the Board of Directors of the Company no longer seeks the making of any Shares held by Stockholder (other than to state that Stockholder is currently not permitted to engage in such discussions or negotiations)Acquisition Proposal. (c) Notwithstanding the foregoing, the restrictions in this Section 5.2 shall not apply (i) with respect to any discussions or negotiations with respect to the transfer of Shares permitted by Section 2.3, or (ii) with respect to any discussions between the Stockholder, on the one hand, and any Affiliate or Representative of Stockholder on the other hand.

Acquisition Proposals. (a) Stockholder agrees that neither it nor any of its controlled Affiliates The Company shall not (other than the Company or its Subsidiaries) shall, and shall not authorize resolve or permit its propose to) and shall ensure that the other Acquired Companies and all Representatives (it being understood thatincluding any investment banker, for purposes hereof, a Representative attorney or accountant retained by any Acquired Company) of the Company shall Acquired Companies do not constitute a Representative of a Stockholder unless such Stockholder shall have separately engaged (and do not resolve or directed such Person in his, her or its capacity as a stockholder of the Company and not as an officer, director or employee of the Company) propose to), directly or indirectly, (i) initiate, encourage, solicit, assist, induce or facilitate the making, submission or announcement of any Acquisition Inquiry or Acquisition Proposal; (ii) furnish or otherwise provide access to any information regarding any Acquired Company to any Person in connection with or in response to any Acquisition Inquiry or Acquisition Proposal; (iii) engage in discussions or negotiations with any Person with respect to any Acquisition Inquiry or Acquisition Proposal; or (iv) otherwise facilitate any effort or attempt to make or implement an Acquisition Inquiry or Acquisition Proposal or enter into any agreement in principle, letter of intent, memorandum of understanding, term sheet, acquisition agreement, option agreement, joint venture agreement, partnership agreement, merger agreement or other similar document or Contract relating to any Acquisition Inquiry or Acquisition ProposalProposal (each, a “Company Acquisition Agreement”). (b) Upon Notwithstanding anything to the contrary contained in Section 7.2(a), prior to the adoption of this Agreement by the Company Requisite Vote, the Company may furnish non-public information regarding the Acquired Companies to, and may enter into discussions or negotiations with, a Person in response to an unsolicited, bona fide, written Acquisition Proposal that is submitted to the Company by such Person (and not withdrawn) if: (i) neither any Acquired Company nor any Representative of any Acquired Company shall have breached or taken any action inconsistent with any of the provisions set forth in this Section 7.2 or Section 7.4 or failed to enforce any “standstill” or similar agreement or provision under which any Acquired Company has any rights or any Support Agreement; (ii) the Company Board reasonably determines in good faith, after taking into account the advice of an independent financial advisor of nationally recognized reputation and consulting with the Company’s outside legal counsel, that such Acquisition Proposal constitutes or is reasonably likely to result in a Superior Proposal; (iii) the Company Board reasonably determines in good faith, after taking into account the advice of the Company’s outside legal counsel, that such action is required for the Company Board to comply with its fiduciary duties under applicable Delaware Law; and (iv) at least two business days prior to furnishing any such non-public information to, or entering into discussions or negotiations with, such Person, the Company: (A) gives Parent written notice of the identity of such Person and of the Company’s intention to furnish non-public information to, or enter into discussions or negotiations with, such Person; and (B) receives from the Person so requesting such information, and delivers to Parent a copy of, an executed confidentiality agreement containing customary limitations on the use and disclosure of all non-public written and oral information furnished to such Person by or on behalf of the Acquired Companies and customary “standstill” provisions and other terms no less favorable to the Company than the provisions contained in the Confidentiality Agreement as in effect immediately prior to the execution hereofof this Agreement, Stockholder and at least 24 hours prior to furnishing any non-public information to such Person, the Company furnishes such non-public information to Parent (to the extent such non-public information has not been previously furnished by the Company to Parent). (c) If the Company, any other Acquired Company or any Representative of any Acquired Company receives an Acquisition Inquiry or Acquisition Proposal or any non-public information is requested from, or any such discussions or negotiations are sought to be initiated or continued with, any of the Acquired Companies’ Representatives, then the Company shall promptly (and in no event later than 24 hours after receipt of such Acquisition Inquiry, Acquisition Proposal or request): (i) advise Parent orally and in writing of such Acquisition Inquiry, Acquisition Proposal or request (including the identity of the Person making or submitting such Acquisition Inquiry, Acquisition Proposal or request and the material terms and conditions thereof); and (ii) provide to Parent a copy of any written inquiries, documents or correspondence received by any Acquired Company or any Representative of any Acquired Company. The Company shall keep Parent fully informed on the status of any such Acquisition Inquiry, Acquisition Proposal or request and any modification or proposed modification thereto, and shall promptly (and in no event later than 24 hours after transmittal or receipt of any correspondence or communication) provide Parent with a copy of any correspondence or communication between or otherwise involving any Acquired Company or any Representative of any Acquired Company and the Person that made or submitted such Acquisition Inquiry, Acquisition Proposal or request. (d) The Company shall immediately cease and cause to be terminated all any existing activities, discussions or negotiations with any parties (other than Parent and its Affiliates) conducted heretofore with respect to any Acquisition Inquiry or Acquisition Proposal Proposal. The Company shall promptly request each Person that has heretofore executed a confidentiality agreement in connection with its consideration of acquiring the Company or sale any of Shares held the other Acquired Companies to return all confidential information heretofore furnished to such Person by Stockholderor on behalf of the Company or any of the other Acquired Companies, and shall refrain from engaging in any future discussions or negotiations between Stockholder terminate all physical and electronic data room access previously granted to any Person (other than Parent and its Affiliates) with respect to any sale of any Shares held by Stockholder (other than to state that Stockholder is currently not permitted to engage in such discussions or negotiationsRepresentatives). (ce) Notwithstanding the foregoing, the restrictions Any action inconsistent with any provision in this Section 5.2 shall not apply (i) with respect to 7.2 or Section 7.4 that is taken by any discussions or negotiations with respect to the transfer of Shares permitted by Section 2.3, or (ii) with respect to any discussions between the Stockholder, on the one hand, and any Affiliate or Representative of Stockholder the Acquired Company, whether or not such Representative is purporting to act on behalf of the other handAcquired Companies, shall constitute a material breach of this Agreement by the Company.

Acquisition Proposals. (a) Stockholder agrees that neither it nor any of its controlled Affiliates (other than the The Company or its Subsidiaries) shall, and shall not cause the Company Subsidiaries and the Company’s and the Company Subsidiaries’ respective Representatives to, immediately cease and terminate any discussions or negotiations with any Person conducted heretofore with respect to any Acquisition Proposal, and use commercially reasonable efforts to obtain the return from all such Persons or cause the destruction of all copies of confidential information previously provided to such parties by the Company, the Company Subsidiaries or their respective Representatives. The Company shall not, nor shall it authorize or knowingly permit any Company Subsidiary or any of its or their respective Representatives (it being understood that, for purposes hereof, a Representative of the Company shall not constitute a Representative of a Stockholder unless such Stockholder shall have separately engaged or directed such Person in his, her or its capacity as a stockholder of the Company and not as an officer, director or employee of the Company) to, directly or indirectly, except as expressly provided in this Section 6.4, (i) solicit, initiate, encourageinduce, solicit, assist, induce encourage or knowingly facilitate (including by way of furnishing information) the making, submission or announcement making of any Acquisition Inquiry Proposal or any inquiry, proposal, request for information or offer that would reasonably be expected to lead to an Acquisition Proposal; Proposal (an “Acquisition Inquiry”), (ii) furnish other than with Gannett, Merger Sub or their respective Representatives, enter into, continue, have or otherwise provide access to participate in any information regarding any Acquired Company discussions or negotiations regarding, or furnish to any Person any non-public information in connection with or in response to with, any Acquisition Inquiry Proposal or any Acquisition Proposal; Inquiry, (iii) engage in discussions approve, accept, endorse or negotiations with any Person with respect to recommend any Acquisition Inquiry Proposal or Acquisition Proposal; or (iv) otherwise knowingly facilitate any effort or attempt to make or implement an Acquisition Inquiry Proposal or Acquisition Inquiry, or (iv) enter into any Contract with respect to any of the actions described in clauses (i) through (iii) of this Section 6.4(a). (b) Notwithstanding the foregoing or any other provision of this Agreement or any Related Agreement to the contrary, if at any time after the date hereof and prior to the receipt of the Stockholder Approval, (i) the Company or any Company Subsidiary receives a bona fide, written Acquisition Proposal (other than as a result of a breach of this Section 6.4) and (ii) the Company Board has in good faith determined, (A) after consultation with its outside legal counsel and financial advisors, that such Acquisition Proposal is, or is reasonably likely to lead to, a Superior Proposal and such Acquisition Proposal has not been withdrawn, and (B) after consultation with its outside legal counsel, that the failure to take such action would be inconsistent with its fiduciary duties to the Company’s stockholders under applicable Law, then the Company may (x) furnish information with respect to the Company and the Company Subsidiaries to the Person making such Acquisition Proposal (and its Representatives) pursuant to an executed confidentiality agreement with such Person with confidentiality provisions no less favorable in the aggregate to the Company than those contained in the Nondisclosure Agreement then in effect, provided, that a copy of all such information not previously provided to Gannett (or its Representatives) shall be provided to Gannett prior to or contemporaneously with providing such Person with such information, and (y) engage in discussions and negotiations with respect to such Acquisition Proposal with the Person making such Acquisition Proposal and its Representatives. (c) The Company shall provide Gannett orally and in writing as promptly as reasonably practicable (and no later than twenty-four (24) hours after receipt and at least twenty-four (24) hours prior to furnishing information permitted under Section 6.4(b) to any Person making an Acquisition Proposal) of any Acquisition Proposal or Acquisition Inquiry, the material terms and conditions of any such Acquisition Proposal (including any changes thereto) or Acquisition Inquiry and the identity of the Person making any such Acquisition Proposal or Acquisition Inquiry and, if in writing, shall provide Gannett with a copy of such Acquisition Proposal or Acquisition Inquiry. The Company shall keep Gannett reasonably informed of the status (including any changes to the material terms and conditions thereof) of any such Acquisition Proposal or Acquisition Inquiry. The Company agrees that neither it nor any Company Subsidiary will enter into any confidentiality agreement with any Person subsequent to the date of this Agreement that prohibits the Company from providing such information to Gannett. (d) The Company Board shall not, directly or indirectly, (i) (A) withdraw (or amend or modify in principlea manner adverse to Gannett) or publicly propose to withdraw (or amend or modify in a manner adverse to Gannett), the approval, adoption, recommendation or declaration of advisability of this Agreement or the Merger and the other transactions contemplated by this Agreement or (B) recommend, adopt or approve, or propose publicly to recommend, adopt or approve, any Acquisition Proposal (any action described in this clause (i) being referred to as an “Adverse Recommendation Change”) (it being understood that any such disclosure other than a “stop, look and listen” communication or similar communication of the type contemplated by Rule 14d-9(f) promulgated under the Exchange Act, shall constitute an Adverse Recommendation Change unless the Company Board expressly publicly reaffirms the recommendation of the Merger by the Company Board in such disclosure) or (ii) approve, adopt or recommend, or publicly propose to approve, adopt or recommend, or allow the Company or any Company Subsidiary to execute or enter into, any letter of intent, memorandum of understanding, term sheetagreement in principle, merger agreement, acquisition agreement, option agreement, joint venture agreement, partnership agreement, merger agreement or other similar document Contract (other than a confidentiality agreement referred to in Section 6.4(b)) (A) constituting or Contract relating that could reasonably be expected to lead to any Acquisition Inquiry Proposal or (B) requiring it to abandon, terminate or fail to consummate the Merger or any other transaction contemplated by this Agreement; provided, that, in the case of this clause (ii), the Company shall not be prohibited from entering into any such Contract or document if, subject to compliance with the other provisions of this Section 6.4, it concurrently terminates this Agreement pursuant to Section 8.1(d)(ii) and pays Gannett the Termination Fee. Notwithstanding anything to the contrary contained herein, but subject to the Company’s compliance with the other provisions of this Section 6.4, at any time prior to obtaining the Stockholder Approval, the Company Board may make an Adverse Recommendation Change related to an Acquisition Proposal or take an action described in clause (ii) of this Section 6.4 if (A) the Company Board has in good faith determined that, (x) after consultation with its outside legal counsel and financial advisors, that such Acquisition Proposal is and continues to be a Superior Proposal and such Acquisition Proposal has not been withdrawn, and (y) after consultation with its outside legal counsel, that the failure to take such action would be inconsistent with its fiduciary duties to the Company’s stockholders under applicable Law, (B) the Company Board shall have first provided prior written notice to Gannett that it is prepared to make an Adverse Recommendation Change or accept a Superior Proposal (a “Superior Proposal Notice”), which Superior Proposal Notice shall contain a description of the material terms and conditions of such Superior Proposal and the identity of the Person making such Superior Proposal (it being understood and agreed that the delivery of such notice shall not, in and of itself, be deemed to be an Adverse Recommendation Change) and, if in writing, include a copy of such Proposal, and (C) Gannett does not make, within five (5) Business Days after receipt of the Superior Proposal Notice, a written proposal setting forth revised terms and conditions of this Agreement that would, in the good faith judgment of the Company Board, after consultation with its outside legal counsel and its financial advisors, cause the offer previously constituting a Superior Proposal no longer to constitute a Superior Proposal (a “Superior Proposal Counternotice”). If Gannett has in good faith delivered a Superior Proposal Counternotice to the Company during the five (5) Business Day period after receipt of the Superior Proposal Notice, then the Company shall negotiate in good faith with Gannett for the three (3) Business Day period following the Company’s receipt of the Superior Proposal Counternotice regarding any such revisions to the terms and conditions of this Agreement set forth in such Superior Proposal Counternotice. Any material changes to the financial terms or any material change to other material terms of such Superior Proposal occurring prior to the making of an Adverse Recommendation Change pursuant to this Section 6.4(d) by the Company Board or the Company terminating this Agreement pursuant to Section 8.1(d) shall require the Company to deliver to Gannett a new Superior Proposal Notice, give Gannett a new five (5) Business Day period following receipt of such Superior Proposal Notice for Gannett to deliver a Superior Proposal Counternotice, and give the parties a new three (3) Business Day negotiating window if Gannett delivers the Company a Superior Proposal Counternotice during such period. (be) Upon The Company agrees not to release any Person from, or to amend or waive any provision of, any confidentiality, standstill or similar Contract to which the execution hereof, Stockholder shall immediately cease and cause to be terminated all existing activities, discussions Company is or negotiations becomes a party in connection with any parties (other than Parent and its Affiliates) conducted heretofore with respect to any Acquisition Inquiry or an Acquisition Proposal or sale of Shares held by StockholderAcquisition Inquiry, unless the Company Board has in good faith determined, (i) after consultation with its outside counsel and financial advisors, that the offer or proposal to which such Contract relates is, or is reasonably likely to lead to, a Superior Proposal, and shall refrain from engaging in any future discussions or negotiations between Stockholder and any Person (other than Parent and ii) after consultation with its Affiliates) outside legal counsel, that the failure to take such action would be inconsistent with respect its fiduciary duties to any sale of any Shares held by Stockholder (other than to state that Stockholder is currently not permitted to engage in such discussions or negotiations)the Company’s stockholders under applicable Law. (cf) Notwithstanding The Company shall ensure that its Representatives and the foregoing, Representatives of the restrictions in Company Subsidiaries are aware of the provisions of this Section 5.2 shall not apply (i) with respect to any discussions or negotiations with respect to the transfer of Shares permitted by Section 2.3, or (ii) with respect to any discussions between the Stockholder, on the one hand6.4, and the Company acknowledges and agrees that any Affiliate action taken by or Representative at the direction of Stockholder on any Company director or officer that, if taken by the other handCompany, would constitute a breach of this Section 6.4, will be deemed to constitute a breach of this Section 6.4 by the Company.

Acquisition Proposals. (a) Stockholder agrees that neither it nor any of its controlled Affiliates (other than the Company or its Subsidiaries) shallSeller shall not, and shall cause its Subsidiaries and its and its Subsidiaries' officers, directors, agents, advisors and affiliates not authorize or permit its Representatives (it being understood that, for purposes hereof, a Representative of the Company shall not constitute a Representative of a Stockholder unless such Stockholder shall have separately engaged or directed such Person in his, her or its capacity as a stockholder of the Company and not as an officer, director or employee of the Company) to, directly solicit or indirectlyencourage inquiries or proposals with respect to, (i) initiate, encourage, solicit, assist, induce or facilitate the making, submission or announcement of any Acquisition Inquiry or Acquisition Proposal; (ii) furnish or otherwise provide access to any information regarding any Acquired Company to any Person in connection with or in response to any Acquisition Inquiry or Acquisition Proposal; (iii) engage in any negotiations concerning, or provide any confidential information to, or have any discussions or negotiations with with, any Person with respect to person relating to, any Acquisition Inquiry or Acquisition Takeover Proposal; or (iv) otherwise facilitate any effort or attempt to make or implement an Acquisition Inquiry or Acquisition Proposal or enter into any agreement in principle, letter of intent, memorandum of understanding, term sheet, acquisition agreement, option agreement, joint venture agreement, partnership agreement, merger agreement or other similar document or Contract relating to any Acquisition Inquiry or Acquisition Proposal. (b) Upon the execution hereof, Stockholder . Seller shall immediately cease and cause to be terminated all existing any activities, discussions or negotiations conducted prior to the date of this Agreement with any parties (other than Parent and its Affiliates) conducted heretofore Acquirer with respect to any Acquisition Inquiry or Acquisition of the foregoing. Seller shall promptly (within 24 hours) advise Acquirer following the receipt by Seller of any Takeover Proposal or sale and the substance thereof (including the identity of Shares held by Stockholderthe person making such Takeover Proposal), and shall refrain from engaging in advise the Acquirer of any future discussions or negotiations between Stockholder and any Person (other than Parent and its Affiliates) developments with respect to any sale such Takeover Proposal immediately upon the occurrence thereof. Notwithstanding the first sentence of any Shares held by Stockholder (other than this Section 6.06(a), in the event that, prior to state the date of the Seller Meeting, the Seller Board determines in good faith and in conformity with the written advice of outside counsel, after Seller has received an unsolicited Takeover Proposal that Stockholder is currently not permitted a Superior Proposal, that the failure to engage do so would result in such a breach of Seller Board's fiduciary duties to Seller's shareholders, Seller may, in response to an unsolicited request therefor, furnish information with respect to the Seller to, and enter into discussions or negotiations)with, the party making the Superior Proposal pursuant to a customary confidentiality agreement. (cb) Except as expressly permitted by this Section 6.06(b), the Seller Board may not (i) withdraw or modify, or propose publicly to withdraw or modify, in a manner adverse to Acquirer, the approval or recommendation by the Seller Board of the Merger or this Agreement, (ii) approve or recommend, or propose publicly to approve or recommend, any Takeover Proposal, or (iii) cause or authorize Seller to enter into any letter of intent, agreement in principle, acquisition agreement or other similar agreement related to any Takeover Proposal. Notwithstanding the foregoing, in the restrictions event that prior to the date of the Seller Meeting, the Seller Board determines in good faith, after the Seller has received a Superior Proposal and in conformity with the written advice of outside counsel, that failure to do so would result in a breach of its fiduciary duties to the Seller's shareholders under applicable law, the Seller Board may upon not less than three business days notice to Acquirer of Seller Board's intention to do so withdraw or modify or propose publicly to withdraw or modify its approval or recommendation of the Merger or this Section 5.2 Agreement. Such withdrawal or modification shall not apply (i) with respect affect the Seller's obligation to any discussions or negotiations with respect to convene the transfer of Shares permitted Seller Meeting as required by Section 2.3, or (ii) with respect to any discussions between the Stockholder, on the one hand, and any Affiliate or Representative of Stockholder on the other hand6.02.

Acquisition Proposals. (a) Stockholder agrees that neither FCB shall not, nor shall it nor permit any of its controlled Affiliates (other than the Company Subsidiaries to, nor shall it or its Subsidiaries) shall, and shall not Subsidiaries authorize or permit its Representatives (it being understood thatany of their respective officers, for purposes hereofdirectors, a Representative of the Company shall not constitute a Representative of a Stockholder unless such Stockholder shall have separately engaged employees, representatives or directed such Person in his, her or its capacity as a stockholder of the Company and not as an officer, director or employee of the Company) agents to, directly or indirectly, (i) initiate, encourage, solicit, assistinitiate or knowingly encourage (including by way of furnishing non-public information) any inquiries regarding, induce or facilitate the making, submission or announcement making of any Acquisition Inquiry or proposal which constitutes, any Acquisition Proposal, (ii) enter into any letter of intent or agreement related to any Acquisition Proposal other than a confidentiality agreement (each, an “Acquisition Agreement”) or (iii) participate in any discussions or negotiations regarding, or take any other action knowingly to facilitate any inquiries or the making of any proposal that constitutes, or that would reasonably be expected to lead to, any Acquisition Proposal; provided, however, that if, at any time prior to the FCB Stockholders’ Meeting, and without any breach of the terms of this Section 7.6(a), FCB receives an Acquisition Proposal from any Person that in the good faith judgment of the FCB Board is, or is reasonably likely to lead to the delivery of, a Superior Proposal, FCB may (x) furnish information (including non-public information) with respect to FCB to any such Person pursuant to a confidentiality agreement containing confidentiality provisions no more favorable to such Person than those in the Confidentiality Agreement between ANB and FCB, and (y) participate in negotiations with such Person regarding such Acquisition Proposal, if the FCB Board determines in good faith, after consultation with counsel, that failure to do so would likely result in a violation of its fiduciary duties under applicable Law. (b) Except as set forth in Section 10.1(k), neither the FCB Board nor any committee thereof shall (i) withdraw or modify, or propose to withdraw or modify, in a manner adverse to ANB, the approval or recommendation by the FCB Board or such committee of the Merger or this Agreement; (ii) furnish approve or otherwise provide access recommend, or propose to approve or recommend, any information regarding any Acquired Company to any Person in connection with or in response to any Acquisition Inquiry or Acquisition Proposal; (iii) engage in discussions or negotiations with any Person with respect to any Acquisition Inquiry or Acquisition Proposal; or (iviii) otherwise facilitate authorize or permit FCB or any effort or attempt of its Subsidiaries to make or implement an Acquisition Inquiry or Acquisition Proposal or enter into any agreement in principle, letter of intent, memorandum of understanding, term sheet, acquisition agreement, option agreement, joint venture agreement, partnership agreement, merger agreement or other similar document or Contract relating to any Acquisition Inquiry or Acquisition ProposalAgreement. (bc) Upon the execution hereofFCB agrees that it and its Subsidiaries shall, Stockholder and FCB shall direct its and its Subsidiaries’ respective officers, directors, employees, representatives and agents to, immediately cease and cause to be terminated all existing any activities, discussions or negotiations with any parties (other than Parent and its Affiliates) conducted heretofore Persons with respect to any Acquisition Inquiry Proposal. FCB agrees that it will notify ANB promptly (but no later than 24 hours) if, to FCB’s Knowledge, any Acquisition Proposal is received by, any information is requested from, or any discussions or negotiations relating to an Acquisition Proposal are sought to be initiated or continued with, FCB, its Subsidiaries, or their officers, directors, employees, representatives or agents. The notice shall indicate the name of the Person making such Acquisition Proposal or sale taking such action and the material terms and conditions of Shares held by Stockholderany proposals or offers, and thereafter FCB shall refrain from engaging in any future discussions or negotiations between Stockholder keep ANB informed, on a current basis, of the status and any Person (other than Parent and its Affiliates) with respect to any sale terms of any Shares held by Stockholder (other than to state that Stockholder is currently not permitted to engage in such proposals or offers and the status of any such discussions or negotiations). FCB also agrees that it will promptly request each Person that has heretofore executed a confidentiality agreement in connection with any Acquisition Proposal to return or destroy all confidential information heretofore furnished to such Person by or on behalf of it or any of its Subsidiaries. (c) Notwithstanding the foregoing, the restrictions in this Section 5.2 shall not apply (i) with respect to any discussions or negotiations with respect to the transfer of Shares permitted by Section 2.3, or (ii) with respect to any discussions between the Stockholder, on the one hand, and any Affiliate or Representative of Stockholder on the other hand.

Acquisition Proposals. (a) Stockholder Company agrees that neither that, prior to the Effective Time, it will not, directly or indirectly, nor will it permit any of its controlled Affiliates (other than the Company or its Subsidiaries) shallSubsidiaries to, and shall not nor will it authorize or permit its Representatives (it being understood that, for purposes hereof, a Representative of the Company shall not constitute a Representative of a Stockholder unless such Stockholder shall have separately engaged or directed such Person in his, her or its capacity as a stockholder of the Company and not as an any officer, director or employee of, or any investment banker, attorney, accountant or other advisor, agent or representative of, Company or any of its Subsidiaries (collectively, the Company"Company Representatives") to, directly or indirectlyindirectly through another Person, (i) solicit, initiate, encourage, solicit, assist, induce or facilitate the making, submission or announcement of any Acquisition Inquiry Proposal, or Acquisition Proposal; (ii) participate in any discussions or negotiations regarding, or furnish or otherwise provide access to any information regarding any Acquired Company to any Person in connection any information with respect to, or in response take any other action to facilitate any inquiries or the making of any proposal that constitutes, or would reasonably be expected to lead to, any Acquisition Inquiry Proposal, or approve, endorse or recommend any Acquisition Proposal; (iii) engage in discussions or negotiations with any Person with respect to any Acquisition Inquiry or Acquisition Proposal; or (iv) otherwise facilitate any effort or attempt to make or implement an Acquisition Inquiry or Acquisition Proposal , or enter into any letter of intent, agreement in principle, letter of intent, memorandum of understanding, term sheet, acquisition agreement, option agreement, joint venture agreement, partnership agreement, merger agreement or other similar document or Contract contract contemplating or otherwise relating to any Acquisition Inquiry or an Acquisition Proposal; provided, however, that, prior to the adoption and approval of this Agreement by the requisite Company Stockholder Approval, the foregoing will not prohibit Company from furnishing information to or entering into discussions or negotiations with, any Person that makes an unsolicited bona fide proposal to enter into a business combination with Company pursuant to an Acquisition Proposal for more than 50% of any class of equity securities of Company or any of its Subsidiaries or more than 50% of the net revenues, net income or the assets of Company and its Subsidiaries taken as a whole, which the Company Special Committee in good faith determines (after consultation with a financial advisor of nationally recognized reputation) is more favorable from a financial point of view to Company's stockholders than the transactions contemplated by this Agreement (a "Superior Proposal"), so long as: (i) prior to furnishing any information to, or entering into discussions or negotiations with, such a Person, Company provides 24 hours' advance written notice to Parent to the effect that it is furnishing information to, or entering into discussions or negotiations with, a Person from whom Company will have received an executed confidentiality agreement in form and substance similar to (and in no event any less favorable to Company than) the Confidentiality Agreement prior to furnishing such information; (ii) such notice shall include the terms and conditions of such Acquisition Proposal or any agreement proposed by, or any information supplied to, any such Person; (iii) prior to furnishing any nonpublic information to any such Person, Company furnishes such nonpublic information to Parent (to the extent that such nonpublic information has not been previously furnished by Company to Parent); (iv) neither Company nor any of its Subsidiaries nor any of Company Representatives will have violated any of the restrictions set forth in this Section 7.4; (v) such unsolicited bona fide proposal relating to a Superior Proposal is made by a third party that the Company Special Committee determines in good faith has the good faith intent to proceed with negotiations to consider, and the financial capability to consummate, such Superior Proposal; (vi) the Board of Directors of Company or the Company Special Committee, after duly considering the advice of outside legal counsel to the Board of Directors of Company or the Company Special Committee, as the case may be, determines in good faith that such action is required for the Board of Directors of Company and/or the Company Special Committee to comply with their respective fiduciary duties to stockholders imposed by applicable law; and (vii) Company uses its reasonable efforts to keep Parent informed in all material respects of the status and terms of any such negotiations or discussions (including the identity of the Person with whom such negotiations or discussions are being held) and provides Parent copies of such written proposals and any amendments or revisions thereto or correspondence related thereto. (b) Upon Company shall notify Parent orally and in writing of the execution hereoffact that it received inquiries, Stockholder offers or proposals that it reasonably believes to be bona fide with respect to an Acquisition Proposal within 24 hours after Company obtains knowledge of the receipt thereof. Company shall immediately cease and cause to be terminated all any existing activities, discussions or negotiations with any parties (other than Parent and its Affiliates) Person that have been conducted heretofore with respect to a potential Acquisition Proposal. Company agrees to inform Company Representatives of the obligations undertaken in this Section 7.4; provided, however, that nothing contained in this Agreement will prevent the Board of Directors of Company or the Company Special Committee from referring any Acquisition Inquiry or Acquisition Proposal or sale of Shares held by Stockholder, and shall refrain from engaging in any future discussions or negotiations between Stockholder and any Person (other than Parent and its Affiliates) with respect third-party to any sale of any Shares held by Stockholder (other than to state that Stockholder is currently not permitted to engage in such discussions or negotiations)this Section 7.4. (c) Company agrees not to release or permit the release of any Person from, or to waive or permit the waiver of any provision of, any confidentiality, "standstill" or similar agreement to which Company or any of its Subsidiaries is a party, and shall use its reasonable efforts to enforce or cause to be enforced each such agreement at the request of Parent. (d) Except as expressly permitted by this Section 7.4, neither the Board of Directors of Company nor any committee thereof shall (i) withdraw, modify or change, or propose publicly to withdraw, modify or change, in a manner adverse to Parent, the approval or recommendation by such Board of Directors or such committee of this Agreement or the Merger, (ii) approve or recommend, or propose publicly to approve or recommend, any Superior Proposal or (iii) cause Company to enter into any letter of intent, agreement in principle, acquisition agreement or other similar agreement related to any Acquisition Proposal. Notwithstanding the foregoing, in the restrictions event that the Board of Directors of Company or the Company Special Committee determines in good faith, after consultation with outside legal counsel, that it is necessary to do so in order to act in a manner consistent with its fiduciary duties to Company stockholders (other than the Company stockholders entering into the Parent Voting Agreements and their Affiliates) under applicable law, the Board of Directors of Company and/or the Company Special Committee may (subject to this sentence and Section 7.4(e)) withdraw, modify or change their respective recommendation of the Merger, but only after two Business Days following Parent's receipt of written notice advising Parent that the Board of Directors of Company or the Company Special Committee is prepared to do so, and only if, during such two Business Day period, Company and its advisors have negotiated or attempted to negotiate in good faith with Parent to make such adjustments in the terms and conditions of this Agreement as would enable the Board of Directors of Company or the Company Special Committee to maintain its recommendation in favor of this Agreement. (e) Nothing contained in this Section 5.2 shall not apply (i7.4 will prohibit Company from taking and disclosing to its stockholders a position contemplated by Rule 14d-9 and/or 14e-2(a) promulgated under the Exchange Act or from making any disclosure to Company's stockholders if, in the good faith judgment of the Board of Directors of Company or the Company Special Committee, after consultation with respect to any discussions or negotiations with respect outside legal counsel to the transfer Board of Shares permitted by Section 2.3Directors of Company or the Company Special Committee, or (ii) as the case may be, failure so to disclose would be inconsistent with respect to any discussions between the Stockholder, on the one hand, and any Affiliate or Representative of Stockholder on the other handits obligations under applicable law.

Acquisition Proposals. (a) Stockholder agrees that Between the date of this Agreement and the Closing Date, neither it CTC, nor any officer, employee, representative or agent of its controlled Affiliates (other than the Company or its Subsidiaries) shall, and shall not authorize or permit its Representatives (it being understood that, for purposes hereof, a Representative any of the Company shall not constitute a Representative of a Stockholder unless such Stockholder shall have separately engaged or directed such Person in his, her or its capacity as a stockholder of the Company and not as an officer, director or employee of the Company) toAcquired Companies shall, directly or indirectly, solicit, initiate, encourage or respond to any inquiries or proposals from, or participate in any discussions or negotiations with, or provide any non-public information to, any Person or group (other than NCO and its officers, employees, representatives and agents) concerning any bulk sale of any of the Assets of the Acquired Companies (other than with respect to the conversion and/or exercise of currently outstanding warrants and/or stock options), any sale of shares of capital stock or other securities of any of the Acquired Companies (other than with respect to the conversion and/or exercise of currently outstanding warrants and/or stock options), or any merger, consolidation or similar transaction involving any of the Acquired Companies (any of the foregoing is referred to herein as an "Acquisition Proposal"). CTC shall immediately advise NCO of, and communicate to NCO the terms of, any such inquiry or proposal received by any of the Acquired Companies. Notwithstanding the foregoing, nothing contained in this Agreement shall prevent CTC or its Board of Directors from (a) seeking exit financing in connection with a "stand-alone" plan of reorganization so long as CTC or its Board of Directors does not proceed with such plan until this Agreement has been terminated in accordance with Section 11.1 hereof (b) complying with Rule 14e-2 promulgated under the Exchange Act with regard to an Acquisition Proposal, (c) engaging in any discussions or negotiations with or providing any information to any Person in response to an unsolicited bona fide written Acquisition Proposal by any such Person, or (d) recommending such an unsolicited bona fide written Acquisition Proposal under Bankruptcy Law if, and only to the extent that, with respect to the actions referred to in clauses (c) or (d): (i) initiateits Board of Directors concludes in good faith (after consultation with its outside legal counsel and its financial advisor) that taking such Acquisition Proposal is reasonably capable of being completed, encouragetaking into account all legal, solicitfinancial, assist, induce or facilitate regulatory and other aspects of the making, submission or announcement of any Acquisition Inquiry or Proposal and the Person making the Acquisition Proposal, and would if consummated result in a transaction more favorable to its shareholders from a financial point of view than the Transactions (any such Acquisition Proposal being referred to herein as a "Superior Proposal"); (ii) furnish or otherwise provide access its Board of Directors determines in good faith after consultation with outside legal counsel that such action is necessary for the Board of Directors to comply with its fiduciary duty to its shareholders under applicable Law; and (iii) prior to providing any information regarding any Acquired Company or date to any Person in connection with or a Superior Proposal by such Person, its Board of Directors shall have received from such Person an executed confidentiality agreement on terms substantially similar to those contained in response to any Acquisition Inquiry or Acquisition Proposal; (iii) engage in discussions or negotiations with any Person with respect to any Acquisition Inquiry or Acquisition Proposal; or (iv) otherwise facilitate any effort or attempt to make or implement an Acquisition Inquiry or Acquisition Proposal or enter into any agreement in principle, letter of intent, memorandum of understanding, term sheet, acquisition agreement, option agreement, joint venture agreement, partnership agreement, merger agreement or other similar document or Contract relating to any Acquisition Inquiry or Acquisition Proposalthe Confidentiality Agreement. (b) Upon the execution hereof, Stockholder shall immediately cease and cause to be terminated all existing activities, discussions or negotiations with any parties (other than Parent and its Affiliates) conducted heretofore with respect to any Acquisition Inquiry or Acquisition Proposal or sale of Shares held by Stockholder, and shall refrain from engaging in any future discussions or negotiations between Stockholder and any Person (other than Parent and its Affiliates) with respect to any sale of any Shares held by Stockholder (other than to state that Stockholder is currently not permitted to engage in such discussions or negotiations). (c) Notwithstanding the foregoing, the restrictions in this Section 5.2 shall not apply (i) with respect to any discussions or negotiations with respect to the transfer of Shares permitted by Section 2.3, or (ii) with respect to any discussions between the Stockholder, on the one hand, and any Affiliate or Representative of Stockholder on the other hand.

Acquisition Proposals. (a) Stockholder agrees that neither it Neither HiSoft nor VanceInfo will, nor will such Party permit any of its controlled Affiliates (other than the Company or its Subsidiaries) shallSubsidiaries to, and shall not nor will such Party authorize or permit its Representatives (it being understood that, for purposes hereof, a Representative of the Company shall not constitute a Representative of a Stockholder unless such Stockholder shall have separately engaged or directed such Person in his, her or its capacity as a stockholder of the Company and not as an any officer, director or employee or any investment banker, attorney, accountant or other advisor or representative (each, a “Representative”) of the Company) such Party or any of its Subsidiaries to, directly or indirectly, (i) solicit, initiate, encourage, solicit, assist, induce encourage or knowingly facilitate any inquiry or the making, submission or announcement making of any proposal or offer or any other effort or attempt (including by way of furnishing information) or take any other action designed to facilitate any inquiries or proposals regarding, or which may reasonably be expected to lead to, any Acquisition Inquiry or Acquisition Proposal; Proposal (as defined below), (ii) furnish engage in, continue or otherwise provide access participate in any discussions or negotiations regarding, or furnish to any person any non-public information regarding with respect to such Party or any Acquired Company to any Person of its Subsidiaries in connection with with, or in response take any other action to facilitate, any Acquisition Inquiry or Acquisition Proposal; , (iii) engage in discussions approve or negotiations with any Person with respect recommend, or propose to any Acquisition Inquiry approve or Acquisition Proposal; recommend, or (iv) otherwise facilitate any effort or attempt to make or implement an Acquisition Inquiry or Acquisition Proposal execute or enter into any agreement in principle, letter of intent, memorandum of understanding, term sheetagreement or agreement in principle, acquisition agreement, merger agreement, option agreement, joint venture agreement, partnership agreement, merger agreement or other similar document agreement regarding, or Contract relating that is intended to result in, or would reasonably be expected to lead to, any Acquisition Inquiry Proposal, or Acquisition Proposal. (biv) Upon propose or agree to do any of the foregoing. Immediately after the execution hereofand delivery of this Agreement, Stockholder shall immediately each of HiSoft and VanceInfo will, and will cause its Subsidiaries and Affiliates and their respective Representatives to, cease and cause to be terminated all terminate any existing activities, discussions or negotiations with any parties Person (other than Parent and its Affiliatesanother Party to this Agreement) conducted heretofore with respect to any possible Acquisition Inquiry Proposal, shall promptly cause to be returned or destroyed all confidential information provided by or on behalf of such Party or any of its Subsidiaries to such Person and shall notify each such Person or its Representatives that the Board of Directors of such Party no longer seeks or requests the making of any Acquisition Proposal or sale of Shares held by StockholderProposal, and shall refrain from engaging in withdraws any future discussions consent theretofore given to the making of an Acquisition Proposal. For the purpose of this Agreement, “Acquisition Proposal” means any proposal or negotiations between Stockholder and offer made by any Person (other than Parent and its Affiliatesanother Party to this Agreement) with respect to any sale of any Shares held by Stockholder (other than to state that Stockholder is currently not permitted to engage in such discussions or negotiations). (c) Notwithstanding the foregoing, the restrictions in this Section 5.2 shall not apply regarding (i) with respect to any discussions merger, share exchange, consolidation, business combination, recapitalization, liquidation, dissolution or negotiations with respect to similar transaction involving such Party or any of its Subsidiaries, (ii) any acquisition or sale of 10% or more of the transfer consolidated assets (including, without limitation, stock of Shares permitted by Section 2.3its Subsidiaries) or businesses of such Party and its Subsidiaries, taken as a whole, or (iiiii) with respect to any discussions between acquisition or sale of, or tender or exchange offer for, its voting securities (or beneficial ownership (as defined in Section 13(d) of the StockholderExchange Act) thereof) that, on if consummated, would result in any Person (or the one hand, shareholders of such Person) beneficially owning securities representing 10% or more of its total voting power (or of the surviving parent entity in such transaction) of any of such Party and any Affiliate or Representative of Stockholder on the other handits Subsidiaries.

Acquisition Proposals. (a) Stockholder agrees that neither Subject to Section 6.4(b), from the date hereof until the Effective Time or, if earlier, the termination of this Agreement in accordance with Article 8, the Company shall not, nor shall it nor permit any of its controlled Affiliates (other than the Company Subsidiaries to, nor shall it authorize or permit any of its Representatives or its Subsidiaries’ Representatives to, directly or indirectly through another Person, (i) shallsolicit, and shall not authorize initiate or permit its Representatives knowingly encourage (it being understood thatincluding by way of furnishing information), for purposes hereof, a Representative of the Company shall not constitute a Representative of a Stockholder unless such Stockholder shall have separately engaged or directed such Person in his, her or its capacity as a stockholder of the Company and not as an officer, director or employee of the Company) totake any other action designed to facilitate, directly or indirectly, (i) initiate, encourage, solicit, assist, induce or facilitate that could reasonably be expected to lead to any inquiries or the making, submission or announcement making of any Acquisition Inquiry or Acquisition Proposal; , (ii) furnish participate in any discussions or otherwise provide access negotiations relating to any information Acquisition Proposal, (iii) furnish any materials to another Person regarding any Acquired Company to any Person or in connection with or in response to any Acquisition Inquiry or an Acquisition Proposal; (iii) engage in discussions or negotiations with any Person with respect to any Acquisition Inquiry or Acquisition Proposal; or , (iv) otherwise facilitate approve, endorse or recommend any effort or attempt to make or implement an Acquisition Inquiry or Acquisition Proposal or cause a Change of Recommendation, or (v) enter into any agreement in principle, letter of intent, memorandum of understanding, term sheet, acquisition agreement, option agreement, joint venture agreement, partnership agreement, merger agreement or other similar document or Contract relating to any Acquisition Inquiry or understanding regarding an Acquisition Proposal. (b) Upon . Subject to Section 6.4(b), from the execution hereof, Stockholder date hereof the Company shall immediately cease and cause to be terminated all existing activitiesany solicitation, discussions encouragement, discussion or negotiations negotiation with any parties (other than Parent and Persons conducted theretofore by the Company, its Affiliates) conducted heretofore Subsidiaries or any of their respective Representatives with respect to any Acquisition Inquiry Proposal. The Company shall apprise its Representatives, Subsidiaries and Subsidiaries’ Representatives of this restriction, and the Company shall ensure that the terms hereof are complied with by such Subsidiaries and Representatives. (b) Notwithstanding anything to the contrary contained in Section 6.4(a) if at any time prior to the Company Shareholders Meeting the Company receives an Acquisition Proposal which (i) the board of directors of the Company or Special Committee determines constitutes a Superior Proposal, or (ii) the board of directors of the Company or the Special Committee determines in good faith in consultation with its outside legal advisers and nationally recognized financial adviser could reasonably be likely to result in a Superior Proposal and that the evaluation of such Acquisition Proposal is reasonably required by the board’s fiduciary duties to the Company’s shareholders under applicable Law, the Company may, in response to such Acquisition Proposal (provided such Acquisition Proposal did not result from a breach by it of Section 6.4(a), Section 6.4(b) or Section 6.4(c)), (A) furnish information with respect to it and the Company Subsidiaries to the Person making such Acquisition Proposal pursuant to a customary confidentiality agreement (as determined after consultation with its outside counsel), the benefits of the terms of which cannot be more favorable to the other party to such confidentiality agreement than those in place with Parent (“Acceptable Confidentiality Agreement”), and (B) participate in discussions and negotiations regarding such Acquisition Proposal; provided that the Company shall promptly (and in any event within twenty four hours) provide to the Parent a copy of the Acceptable Confidentiality Agreement and all other information provided to the Person making such Acquisition Proposal (unless such information has already been provided to Parent). From and after the date hereof, if the Company has received an Acquisition Proposal or sale inquiry that would reasonably be expected to lead to an Acquisition Proposal, it shall promptly advise Parent orally and in writing of Shares held by Stockholdersuch Acquisition Proposal or inquiry, the identity of the Person who made such Acquisition Proposal or inquiry, any request for information, and the material terms and conditions of such request, inquiry, or Acquisition Proposal, and shall refrain from engaging in any future discussions or negotiations between Stockholder keep Parent promptly and any Person (other than Parent reasonably informed of the status and its Affiliates) with respect to any sale details of any Shares held by Stockholder (other than to state that Stockholder is currently not permitted to engage in such discussions Acquisition Proposal or negotiations)inquiry. (c) Notwithstanding the foregoingThe Company agrees that, the restrictions in this Section 5.2 shall not apply (i) except as provided below with respect to any discussions or negotiations with respect a Superior Proposal, the Company’s board of directors shall recommend that the holders of Common Stock vote to approve the transfer of Shares permitted by Section 2.3, or Agreement and the Merger (ii) with respect to any discussions between the Stockholder, on the one hand, and any Affiliate or Representative of Stockholder on the other hand“Company Recommendation”).

Acquisition Proposals. (a) Stockholder After the date hereof and prior to the Effective Time or earlier termination of this Agreement, CIMA agrees that neither it nor any of its controlled Affiliates (other than Subsidiaries nor any of the Company officers, directors or employees of it or its Subsidiaries) Subsidiaries shall, and that it shall use its reasonable best efforts to cause its and its Subsidiaries' other Representatives not authorize or permit its Representatives (it being understood that, for purposes hereof, a Representative of the Company shall not constitute a Representative of a Stockholder unless such Stockholder shall have separately engaged or directed such Person in his, her or its capacity as a stockholder of the Company and not as an officer, director or employee of the Company) to, directly or indirectly, (i) initiate, solicit, encourage, solicitknowingly facilitate or induce any inquiry with respect to, assist, induce or facilitate the making, submission or announcement of of, any Acquisition Inquiry or Acquisition Proposal; , (ii) participate in any discussions or negotiations regarding, or furnish or otherwise provide access to any information regarding any Acquired Company to any Person in connection any nonpublic information with respect to, or in response take any other action to facilitate any inquiries or the making of any proposal that constitutes or may reasonably be expected to lead to, any Acquisition Proposal (except to notify such Person as to the existence of these provisions or to the extent specifically permitted pursuant to this Section 6.03), (iii) accept, approve, endorse or recommend any Acquisition Proposal (except to the extent specifically permitted pursuant to this Section 6.03), or (iv) enter into any letter of intent or similar document or any agreement, commitment or understanding contemplating or otherwise relating to any Acquisition Inquiry Proposal or Acquisition Proposal; a transaction contemplated thereby (iii) engage in except for confidentiality agreements specifically permitted pursuant to Section 6.03(c)(3)). CIMA and its officers, directors and employees will immediately cease and cause to be terminated, and shall use its reasonable best efforts to cause its and its Subsidiaries' other Representatives to immediately cease and terminate, any activities, discussions or negotiations conducted before the date of this Agreement with any Person Persons other than Cephalon with respect to any Acquisition Inquiry Proposal, and will use its reasonable best efforts to enforce any confidentiality or Acquisition Proposal; or (iv) otherwise facilitate any effort or attempt to make or implement an Acquisition Inquiry or Acquisition Proposal or enter into any similar agreement in principle, letter of intent, memorandum of understanding, term sheet, acquisition agreement, option agreement, joint venture agreement, partnership agreement, merger agreement or other similar document or Contract relating to any Acquisition Inquiry or such Acquisition Proposal. (b) Upon the execution hereof, Stockholder shall immediately cease CIMA will as promptly as practicable (and cause to be terminated all existing activities, discussions or negotiations with in no event later than within one Business Day after receipt thereof) notify Cephalon in writing following receipt of any parties (other than Parent and its Affiliates) conducted heretofore with respect to any Acquisition Inquiry or Acquisition Proposal or sale any request for nonpublic information or inquiry which it reasonably believes could lead to an Acquisition Proposal. Such notice shall set forth in reasonable detail the substance and material terms of Shares held by Stockholdersuch Acquisition Proposal, request or inquiry (including the identity of the Person making such Acquisition Proposal, request or inquiry). CIMA will keep Cephalon apprised of any related developments, discussions and negotiations (including any material changes or modifications to the terms and conditions of the Acquisition Proposal, request or inquiry) on a current basis, and shall refrain from engaging provide to Cephalon, as soon as reasonably practicable, copies of all written materials provided or made available in any future discussions connection with such Acquisition Proposal, request or negotiations between Stockholder and any Person inquiry (other than Parent and its Affiliates) with respect to any sale including the form of any Shares held by Stockholder merger agreement or acquisition agreement, as the case may be, in connection with any such Acquisition Proposal). CIMA shall provide Cephalon with forty-eight (other than 48) hours' prior notice (or such lesser prior notice as is provided to state that Stockholder the members of its Board of Directors) of any meeting of the CIMA Board at which such Board of Directors is currently not permitted reasonably expected to engage in such discussions or negotiations)consider any Acquisition Proposal. (c) Notwithstanding the foregoing, the restrictions anything in this Section 5.2 Agreement to the contrary, CIMA shall not apply (i) be permitted to engage in discussions or negotiations with, and provide nonpublic information to, any Person that has made an unsolicited bona fide written Acquisition Proposal with respect to it, if and only to the extent that: (1) the CIMA Stockholder Approval shall not have been obtained; (2) (x) the CIMA Board has concluded in good faith, after consultation with a nationally recognized financial advisor and its outside legal counsel, such Acquisition Proposal constitutes a Superior Proposal (and continues to constitute a Superior Proposal after taking into account any amendment or modification to this Agreement proposed by the other party hereto during any three Business Day period referenced below in Section 6.03(d)), or (y) the CIMA Board concludes in good faith, after consultation with a nationally recognized financial advisor and its outside legal counsel, that there is a reasonable likelihood that such Acquisition Proposal would reasonably be expected to result in a Superior Proposal; (3) prior to providing any nonpublic information to any Person, it shall have entered into a confidentiality agreement with such third party on terms no less favorable to it than the Confidentiality Agreement; and (4) prior to providing any nonpublic information to any Person or entering into discussions or negotiations with respect any Person, it has notified Cephalon promptly of such Acquisition Proposal (a "Superior Proposal Notice") and has otherwise complied with its obligations under Section 6.03(b). (d) For a period of not less than three Business Days after CIMA's delivery of any Superior Proposal Notice to Cephalon, it shall, if requested by Cephalon, negotiate in good faith with Cephalon to revise this Agreement so that the Acquisition Proposal that constituted a Superior Proposal no longer constitutes a Superior Proposal (a "Former Superior Proposal"). The terms and conditions of this Section 6.03 shall again apply to any inquiry or proposal made by any Person who withdraws a Superior Proposal or who made a Former Superior Proposal (after withdrawal or after such time as such proposal is a Former Superior Proposal). (e) Notwithstanding anything in this Agreement to the transfer contrary, CIMA shall be permitted to effect a Change in the CIMA Recommendation if and only to the extent that: (1) the CIMA Stockholder Approval shall not have been obtained; (2) it shall have (x) provided written notice to Cephalon stating that it intends to change its recommendation and the manner in which it intends to do so, and (y) complied with its obligations under Sections 6.03(b) and (d); and (3) the CIMA Board has concluded in good faith, after receipt of Shares advice of its outside legal counsel, that the failure of the Board of Directors to effect a Change in the CIMA Recommendation would result in a breach of its fiduciary obligations to its stockholders under applicable Law. (f) Nothing contained in this Agreement shall prohibit CIMA or its Board of Directors from taking and disclosing to its stockholders a position contemplated by Rules 14d-9 and 14e-2(a) promulgated under the Exchange Act, provided that the content of any such disclosure thereunder shall be governed by the terms of this Agreement. Without limiting the foregoing proviso, CIMA shall not effect a Change in the CIMA Recommendation unless specifically permitted by pursuant to the terms of Section 2.36.03(e). (g) CIMA shall not submit to the vote of its stockholders any Acquisition Proposal, or propose to do so, prior to termination of this Agreement. (iih) with respect CIMA agrees that it will use reasonable best efforts to any discussions between promptly inform its Representatives of the Stockholder, on the one hand, and any Affiliate or Representative of Stockholder on the other handobligations undertaken in this Section 6.03.

Acquisition Proposals. 5.1 Until the Expiration Time, (a) each Stockholder agrees that neither it nor any of its controlled Affiliates (other than solely in the Company or its Subsidiaries) shall, and shall not authorize or permit its Representatives (it being understood that, for purposes hereof, a Representative of the Company shall not constitute a Representative of a Stockholder unless such Stockholder shall have separately engaged or directed such Person in his, her or its capacity as a stockholder of the Company and not as an officer, director or employee of the Company) shall not, and shall direct its Affiliates and their respective Representatives not to, directly or indirectly, (i) initiate, encourage, solicit, assist, induce initiate or knowingly take any action to facilitate or encourage the making, submission or announcement of any Acquisition Inquiry or Acquisition Proposal; , (ii) enter into or participate in any discussions or negotiations with, furnish or otherwise provide access to any information regarding relating to the Company or any Acquired Company of its Subsidiaries to, otherwise cooperate in any way with, or assist, participate in, knowingly facilitate or knowingly encourage any effort by, any Third Party that is seeking to any Person in connection with make, or in response to any Acquisition Inquiry or has made, an Acquisition Proposal; , (iii) engage in discussions encourage or negotiations with recommend any Person with respect other holder of Company Stock to not adopt the Merger Agreement or approve the transactions contemplated by the Merger Agreement, including the Merger, or make any Acquisition Inquiry public statement approving or recommending an Acquisition Proposal; or , (iv) otherwise facilitate any effort or attempt to make or implement an Acquisition Inquiry or Acquisition Proposal or enter into any agreement in principle, letter of intent, memorandum of understanding, term sheet, merger agreement, purchase agreement, acquisition agreement, option agreement, joint venture voting agreement, partnership agreement, merger support agreement or other similar document or Contract relating to agreement in connection with any Acquisition Inquiry Proposal or Acquisition Proposal. (v) agree to do any of the foregoing and (b) Upon each Stockholder (solely in the execution hereofcapacity as a stockholder of the Company) shall, Stockholder and shall direct its Affiliates and their respective Representatives to, cease immediately cease and cause to be terminated any and all existing activities, discussions or negotiations negotiations, if any, with any parties (other than Parent Third Party and its Affiliates) Representatives conducted heretofore prior to the date hereof with respect to any Acquisition Inquiry Proposal. 5.2 Until the Expiration Time, each Stockholder (solely in the capacity as a stockholder of the Company) agrees to notify Buyer promptly (and in any event within twelve (12) hours) after receipt of any Acquisition Proposal, any inquiry, proposal or offer which constitutes, or could reasonably be expected to lead to an Acquisition Proposal or sale any inquiry or request for nonpublic information relating to the Company and its Subsidiaries by any Person who has made or would reasonably be expected to make an Acquisition Proposal. Such notice shall (A) indicate the identity of Shares held by Stockholderthe Person who has made or could reasonably be expected to make an Acquisition Proposal and (B) include a copy of any relevant written documents or agreements delivered to such Stockholder or its Representatives in connection with such inquiry, proposal or offer (or, if not delivered in writing, a summary of the material terms and conditions of any such proposal or offer or the nature of the information requested pursuant to such inquiry or request). Thereafter, such Stockholder shall keep Buyer reasonably informed, on a prompt basis (and in any event within one (1) Business Day), regarding any material changes to the status and material terms of any such inquiry, proposal or offer (and shall refrain from engaging in any future discussions or negotiations between Stockholder and any Person (other than Parent and its Affiliates) provide Buyer with respect to any sale a copy of any Shares held by Stockholder relevant written documents or agreements delivered to the Company or its Representatives that contain any material amendments thereto or any material change to the scope or material terms or conditions thereof (other than to state that Stockholder is currently or, if not permitted to engage delivered in writing, a summary of any such discussions material amendments or negotiationsmaterial changes)). (c) 5.3 Notwithstanding the foregoing, if the restrictions in this Company is permitted, pursuant to Section 5.2 shall not apply (i) with respect 6.03 of the Merger Agreement, to any have discussions or negotiations with respect to an Acquisition Proposal, each Stockholder and its Representatives shall be permitted to participate in such discussions or negotiations with the transfer Person or group making such Acquisition Proposal to the same extent as the Company is permitted to do so under Section 6.03 of Shares permitted the Merger Agreement, subject to compliance by such Stockholder with Section 2.3, or (ii) with respect to any discussions between the Stockholder, on the one hand, and any Affiliate or Representative of Stockholder on the other hand5.2 above.

Acquisition Proposals. (a) Stockholder agrees that neither it nor Except as otherwise expressly permitted by this Section 7.6, none of the Company or any of its Subsidiaries shall, nor shall (directly or indirectly) the Company authorize or permit any of its or their controlled Affiliates Affiliates, officers, directors, representatives, advisors or other intermediaries or Subsidiaries to: (i) solicit, initiate or knowingly encourage the submission of inquiries, proposals or offers from any Person (other than the Parent) relating to any Company Acquisition Proposal, or its Subsidiaries) shall, and shall not authorize agree to or permit its Representatives (it being understood that, for purposes hereof, a Representative of the endorse any Company shall not constitute a Representative of a Stockholder unless such Stockholder shall have separately engaged or directed such Person in his, her or its capacity as a stockholder of the Company and not as an officer, director or employee of the Company) to, directly or indirectly, (i) initiate, encourage, solicit, assist, induce or facilitate the making, submission or announcement of any Acquisition Inquiry or Acquisition Proposal; (ii) furnish enter into any agreement to (x) consummate any Company Acquisition Proposal, (y) approve or otherwise provide access to endorse any information regarding any Acquired Company to any Person Acquisition Proposal or (z) in connection with or in response to any Acquisition Inquiry or Company Acquisition Proposal, require the Company to abandon, terminate or fail to consummate the Merger; (iii) engage enter into or participate in any discussions or negotiations in connection with any Person Company Acquisition Proposal or inquiry with respect to any Company Acquisition Inquiry Proposal, or furnish to any Person any non-public information with respect to its business, properties or assets in connection with any Company Acquisition Proposal; or (iv) otherwise facilitate agree or resolve to take, or take, any effort of the actions prohibited by clause (i), (ii) or attempt to make or implement an Acquisition Inquiry or Acquisition Proposal or enter into any agreement in principle, letter (iii) of intent, memorandum of understanding, term sheet, acquisition agreement, option agreement, joint venture agreement, partnership agreement, merger agreement or other similar document or Contract relating to any Acquisition Inquiry or Acquisition Proposal. (b) Upon the execution hereof, Stockholder this sentence. The Company shall immediately cease cease, and cause its representatives, advisors and other intermediaries to be terminated immediately cease, any and all existing activities, discussions or negotiations with any parties (other than Parent and its Affiliates) conducted heretofore with respect to any Acquisition Inquiry of the foregoing. The Company shall promptly inform its financial advisors of the Company’s obligations under this Section 7.6. Any violation of this Section 7.6 by any financial advisor of the Company shall be deemed to be a breach of this Section 7.6 by the Company. For purposes of this Section 7.6, the term “Person” means any person, corporation, entity or Acquisition Proposal or sale “group,” as defined in Section 13(d) of Shares held by Stockholderthe Exchange Act, and shall refrain from engaging in any future discussions or negotiations between Stockholder and any Person (other than Parent and its Affiliates) with respect to or any sale Subsidiaries of any Shares held by Stockholder (other than to state that Stockholder is currently not permitted to engage in such discussions or negotiations)Parent. (c) Notwithstanding the foregoing, the restrictions in this Section 5.2 shall not apply (i) with respect to any discussions or negotiations with respect to the transfer of Shares permitted by Section 2.3, or (ii) with respect to any discussions between the Stockholder, on the one hand, and any Affiliate or Representative of Stockholder on the other hand.

Acquisition Proposals. (a) The Company will, will cause each of its and each of its Subsidiaries’ officers, directors and employees to, and will use reasonable best efforts to cause each of its other Representatives to, cease any discussions or negotiations with any Persons that may be ongoing with respect to a Company Takeover Proposal. The Company will, and will direct each of its Representatives to, not (i) directly or indirectly through another Person solicit, initiate or knowingly encourage (including by way of furnishing non-public information) any inquiries regarding, or the making of any proposal or offer that constitutes, or would reasonably be expected to lead to, a Company Takeover Proposal, (ii) engage in or otherwise participate in any discussions or negotiations regarding, or furnish to any other Person any non-public information in connection with or for the purpose of encouraging or facilitating, a Company Takeover Proposal, or (iii) enter into any letter of intent or Contract providing for a Company Takeover Proposal. The Company will, and will direct each of its Representatives to, promptly (i) request (to the extent it has not already done so prior to the date of this Agreement) any Person that has executed a confidentiality or non-disclosure agreement in connection with any actual or potential Company Takeover Proposal or the Company’s sale process for all or a portion of the Company’s Building Products business unit that remains in effect as of the date of this Agreement (a “Prior NDA”) to promptly return or destroy all confidential information in the possession or under the control of such Person or its Representatives in accordance with the terms of such Prior NDA and (ii) waive any provisions of any Prior NDA that prevents the counterparty thereto from making a Company Takeover Proposal without the prior consent of the Company or the Company Board. (b) Notwithstanding anything to the contrary contained in Section 5.2(a) or any other provision of this Agreement, if at any time prior to obtaining the Stockholder agrees that neither it nor Approval the Company or any of its controlled Affiliates (other than the Representatives receives a written Company Takeover Proposal from any Person or its Subsidiaries) shallgroup of Persons, and shall which Company Takeover Proposal did not authorize or permit its Representatives (it being understood that, for purposes hereof, a Representative result from any breach of the Company shall not constitute a Representative of a Stockholder unless such Stockholder shall have separately engaged or directed such Person in his, her or its capacity as a stockholder of the Company and not as an officer, director or employee of the Company) to, directly or indirectlythis Section 5.2, (i) initiate, encourage, solicit, assist, induce the Company and its Representatives may contact such Person or facilitate group of Persons to clarify the making, submission or announcement of any Acquisition Inquiry or Acquisition Proposal; terms and conditions thereof and (ii) furnish if the Company Board or otherwise any duly constituted and authorized committee thereof determines, after consultation with its financial and legal advisors, that such Company Takeover Proposal constitutes or could reasonably be expected to lead to a Company Superior Proposal, then the Company and its Representatives may (A) furnish, pursuant to an Acceptable Confidentiality Agreement, information (including non-public information) with respect to the Company and its Subsidiaries to the Person or group of Persons who has made such Company Takeover Proposal (provided that the Company will promptly (and in any event within 24 hours) provide access to Parent any non-public information regarding concerning the Company or any Acquired Company of its Subsidiaries that is provided to any Person in connection with given such access which was not previously provided to Parent or in response to any Acquisition Inquiry or Acquisition Proposal; its Representatives) and (iiiB) engage in or otherwise participate in discussions or negotiations with any the Person with respect to any Acquisition Inquiry or Acquisition group of Persons making such Company Takeover Proposal; or (iv) otherwise facilitate any effort or attempt to make or implement an Acquisition Inquiry or Acquisition Proposal or enter into any agreement in principle, letter of intent, memorandum of understanding, term sheet, acquisition agreement, option agreement, joint venture agreement, partnership agreement, merger agreement or other similar document or Contract relating to any Acquisition Inquiry or Acquisition Proposal. (b) Upon the execution hereof, Stockholder shall immediately cease and cause to be terminated all existing activities, discussions or negotiations with any parties (other than Parent and its Affiliates) conducted heretofore with respect to any Acquisition Inquiry or Acquisition Proposal or sale of Shares held by Stockholder, and shall refrain from engaging in any future discussions or negotiations between Stockholder and any Person (other than Parent and its Affiliates) with respect to any sale of any Shares held by Stockholder (other than to state that Stockholder is currently not permitted to engage in such discussions or negotiations). (c) Notwithstanding The Company will promptly (and in any event within 24 hours) notify Parent in writing in the foregoingevent that the Company or any of its Representatives receives a Company Takeover Proposal or any offer, proposal, inquiry or request for information or discussions relating to the Company or its Subsidiaries that the Company Board determines could reasonably be expected to lead to, result in or that contemplates a Company Takeover Proposal, including the identity of the Person making the Company Takeover Proposal or offer, proposal, inquiry or request and the material terms and conditions thereof (including an unredacted copy of such Company Takeover Proposal, offer, proposal, inquiry or request or, where such Company Takeover Proposal, offer, proposal, inquiry or request is not in writing, a reasonably detailed description of the terms thereof, and any draft documentation related thereto). The Company will keep Parent reasonably informed of any material developments, discussions or negotiations regarding any Company Takeover Proposal on a prompt basis (and in any event within 24 hours). The Company agrees that the Company and its Subsidiaries will not enter into any confidentiality agreement or other Contract with any Person subsequent to the date hereof which prohibits the Company from providing any information to Parent in accordance with this Section 5.2. (d) Except as expressly permitted by this Section 5.2(d) or Section 5.2(e), the restrictions Company Board will not (i) (A) fail to include the Company Recommendation in the Proxy Statement, (B) change, qualify, withhold, withdraw or modify, or publicly propose to change, qualify, withhold, withdraw or modify, in a manner adverse to Parent, the Company Recommendation, (C) take any formal action or make any recommendation or public statement in connection with a tender offer or exchange offer other than a recommendation against such offer or a “stop, look and listen” communication or other public disclosure that the Company Board determines, after consultation with counsel, is required to be disclosed by Law (provided that such public disclosure (other than a “stop, look and listen” communication in accordance with Section 5.2(f)) will be considered an Acquisition Recommendation Change unless such disclosure also expressly and concurrently reaffirms the Company Recommendation (it being understood that the Company Board may refrain from taking a position with respect to a Company Takeover Proposal until the close of business as of the tenth Business Day after the commencement of a tender offer in connection with such Company Takeover Proposal pursuant to Rule 14d-9(f) under the Exchange Act without such action being considered such an adverse modification)), or (D) adopt, approve or recommend, or publicly propose to adopt, approve or recommend, to stockholders of the Company, a Company Takeover Proposal (the actions described in this clause (i) being referred to as an “Acquisition Recommendation Change”) or (ii) authorize, cause or permit the Company or any of its Subsidiaries to enter into any letter of intent or other Contract with respect to any Company Takeover Proposal (other than an Acceptable Confidentiality Agreement) (each, a “Company Acquisition Agreement”). Notwithstanding anything to the contrary set forth in this Agreement, prior to the time the Stockholder Approval is obtained, the Company Board may, in response to a Company Takeover Proposal which Company Takeover Proposal did not result from any breach of this Section 5.2, make an Acquisition Recommendation Change or enter into a definitive acquisition agreement with respect to such Company Takeover Proposal in accordance with Section 8.1(c) if the Company Board or any duly constituted and authorized committee thereof has determined after consultation with its financial and legal advisors, that (1) the failure to do so could be inconsistent with the Company Board’s fiduciary duties under applicable Law and (2) such Company Takeover Proposal constitutes a Company Superior Proposal; provided, however, that (A) the Company has given Parent at least five Business Days’ prior written notice of its intention to take such action (which will include the information with respect to such Company Takeover Proposal of the type described in the first sentence of Section 5.2(c)), (B) the Company has negotiated, and has caused its Representatives to negotiate, in good faith with Parent during such notice period, to the extent Parent wishes to negotiate, to enable Parent to propose in writing an offer binding on Parent to effect revisions to the terms of this Agreement such that it would cause such Company Superior Proposal to no longer constitute a Company Superior Proposal, (C) following the end of such notice period, the Company Board or any duly constituted and authorized committee thereof shall have considered in good faith such binding offer, and shall have determined that such Company Superior Proposal continues to constitute a Company Superior Proposal if the revisions proposed in such binding offer were to be given effect, and (D) in the event of any material change to the terms of such Company Superior Proposal, the Company shall, in each case, have delivered to Parent an additional notice consistent with that described in clause (A) above and the notice period will have recommenced, except that the notice period will be at least three Business Days (rather than the five Business Days otherwise contemplated by clause (A) above). (e) Notwithstanding anything to the contrary herein, prior to the time the Stockholder Approval is obtained, the Company Board may change, qualify, withhold, withdraw or modify, or publicly propose to change, qualify, withhold, withdraw or modify, in a manner adverse to Parent, the Company Recommendation (“Change of Recommendation”) if the Company Board or any duly constituted and authorized committee thereof has determined, after consultation with its financial and legal advisors, that failure to take such action could be inconsistent with the Company Board’s fiduciary duties under applicable Law; provided, however, that such action may not be in response to a Company Takeover Proposal or a Company Superior Proposal (which is governed by Section 5.2(d)) and prior to taking such action, (i) the Company Board shall have given Parent at least five Business Days’ prior written notice of its intention to take such action and a description of the reasons for the Change of Recommendation, (ii) the Company shall have negotiated, and has caused its Representatives to negotiate, in good faith with Parent during such notice period after giving any such notice, to the extent Parent wishes to negotiate, to enable Parent to propose in writing an offer binding on Parent to effect revisions to the terms of this Agreement in such a manner that would obviate the need for making such Change of Recommendation, and (iii) at the end of such notice period, the Company Board or any duly constituted and authorized committee thereof shall have considered in good faith such binding offer, and shall have determined in good faith, after consultation with its financial advisor and legal counsel, that failure to effect a Change of Recommendation could be inconsistent with the Company Board’s fiduciary duties under applicable Law. (f) Nothing contained in this Section 5.2 shall not apply (ior in Section 6.6 will prohibit the Company or the Company Board from taking and disclosing to its stockholders a position contemplated by Rule 14e-2(a) with respect to or Rule 14d-9 promulgated under the Exchange Act or from making any discussions or negotiations with respect other disclosure to the transfer of Shares permitted by Section 2.3Company’s stockholders, in each case, if, in the Company Board’s determination after consultation with legal counsel, the failure so to disclose could be inconsistent with its or the Company’s obligations under applicable Law, provided that any such position or disclosure (ii) with respect to other than any discussions between the Stockholder“stop, on the one handlook and listen” communication made pursuant to, and any Affiliate or Representative of Stockholder on that go no further than as provided in this sentence) shall be deemed to be an Acquisition Recommendation Change unless the other handCompany Board expressly and concurrently reaffirms the Company Recommendation.

Acquisition Proposals. The Company shall not, nor shall it authorize or permit any of the Subsidiaries or Representatives of the Company to, directly or indirectly through another Person, (a) Stockholder agrees solicit, initiate or encourage (including by way of furnishing information) or otherwise take any action to facilitate, the making of any proposal that neither it nor constitutes an Acquisition Proposal or (b) participate in any discussions or negotiations regarding, any proposal that constitutes, or may reasonably be expected to lead to, any Acquisition Proposal; provided, however, that if, at any time prior to the date that is the earlier of the 60th day following the date of execution of this Agreement and the date of the Stockholders' Meeting, the Board of Directors of the Company, in exercise of its controlled Affiliates (other than fiduciary duties, reasonably determines in good faith, based upon the Company or its Subsidiaries) shallwritten advice of independent outside legal counsel, and shall not authorize or permit its Representatives (it being understood that, for purposes hereof, a Representative that the Board of Directors of the Company shall not constitute a Representative is required to do so to comply with its fiduciary duties to the Company Stockholders under applicable Law, the Board of a Stockholder unless such Stockholder shall have separately engaged or directed such Person in his, her or its capacity as a stockholder Directors of the Company and its Representatives may, in response to a Superior Proposal that did not as an officerresult in a breach of this Section 6.9, director or employee and subject to providing contemporaneous notice of its decision to take such action to the Company) to, directly or indirectlyParent, (i) initiate, encourage, solicit, assist, induce or facilitate furnish information with respect to the making, submission or announcement of Company and the Subsidiaries to any Acquisition Inquiry or Acquisition Proposal; Person making a Superior Proposal pursuant to a customary confidentiality agreement and (ii) furnish or otherwise provide access to any information regarding any Acquired Company to any Person in connection with or in response to any Acquisition Inquiry or Acquisition Proposal; (iii) engage participate in discussions or negotiations with regarding such Superior Proposal. The Company shall provide immediate oral and written notice to the Parent of (a) the receipt of any Person with respect such Acquisition Proposal or any inquiry which could reasonably be expected to lead to any Acquisition Inquiry or Acquisition Proposal; or , (ivb) otherwise facilitate any effort or attempt to make or implement an Acquisition Inquiry or the material terms and conditions of such Acquisition Proposal or enter into inquiry, and (c) the identity of such Person or entity making any agreement in principlesuch Acquisition Proposal or inquiry. The Company shall continue to keep the Parent informed of the status and details of any such Acquisition Proposal or inquiry, letter of intent, memorandum of understanding, term sheet, acquisition agreement, option agreement, joint venture agreement, partnership agreement, merger agreement or other similar document or Contract relating to as well as any Acquisition Inquiry or Acquisition Proposal. (b) Upon the execution hereof, Stockholder shall immediately cease and cause to be terminated all existing activities, related discussions or negotiations with any parties (other than Parent and its Affiliates) conducted heretofore with respect to any Acquisition Inquiry or Acquisition Proposal or sale of Shares held by Stockholder, and shall refrain from engaging in any future discussions or negotiations between Stockholder and any Person (other than Parent and its Affiliates) with respect to any sale of any Shares held by Stockholder (other than to state that Stockholder is currently not permitted to engage in such discussions or negotiations). (c) Notwithstanding the foregoing, the restrictions in under this Section 5.2 shall not apply (i) with respect to any discussions or negotiations with respect to the transfer of Shares permitted by Section 2.3, or (ii) with respect to any discussions between the Stockholder, on the one hand, and any Affiliate or Representative of Stockholder on the other hand6.9.

Acquisition Proposals. (a) Stockholder agrees that neither it nor any During the period from the date hereof to the Tranche 2 Closing or the earlier termination of its controlled Affiliates (other than the Company or its Subsidiaries) shallthis Agreement, Omega Parent and Omega UK shall not, and shall not authorize or permit its Representatives use commercially reasonable efforts to cause their respective Subsidiaries and their respective officers, directors, agents, advisors and representatives (it being understood thatcollectively, for purposes hereof, a Representative of the Company shall not constitute a Representative of a Stockholder unless such Stockholder shall have separately engaged or directed such Person in his, her or its capacity as a stockholder of the Company and not as an officer, director or employee of the Company“Representatives”) toto not, directly or indirectly, (i) initiate, encourage, solicit, assistencourage or (except, induce in the case of the Company, to the extent required by applicable Laws) knowingly facilitate inquiries or facilitate the makingproposals, submission or announcement enter into any agreement with respect to, or initiate or participate in any negotiations or discussions with any person concerning, (a) any acquisition or purchase of any Acquisition Inquiry Company Capital Stock that, if consummated, would result in any person (or the stockholders of such person) beneficially owning securities representing 20% or more of the equity or total economic or voting power of the Company, any of its Subsidiaries or the surviving parent entity in such transaction or (b) any acquisition or purchase of all or a material portion of the assets or capital stock of the Company or any of its Subsidiaries or any merger or business combination with the Company or any of its Subsidiaries, in each case other than in respect of the transactions contemplated hereby (each, an “Acquisition Proposal; (ii) ”), or furnish or otherwise provide access any information to any information regarding any Acquired Company person contacting them or making an inquiry with respect to any Person in connection with or in response to any Acquisition Inquiry or a potential Acquisition Proposal; (iii) engage in . Omega Parent will, and will cause its Representatives to, immediately cease and terminate any activities, discussions or negotiations conducted before the date hereof with any Person person other than Buyer with respect to any Acquisition Inquiry Proposal. In addition, Omega Parent shall use commercially reasonable efforts to enforce or Acquisition Proposal; cause to be enforced any and all confidentiality agreements obtained by Omega Parent or any of its Subsidiaries prior to the date hereof in connection with any potential strategic transaction involving the Company or any of its assets. In furtherance and not limitation of the foregoing, in its capacity as a holder of shares of Company Capital Stock, Omega UK agrees (ivand Omega Parent agrees to cause Omega UK) otherwise facilitate to vote against any effort or attempt to make or implement an Acquisition Inquiry or Acquisition Proposal and any proposal that, if adopted, would or would reasonably be expected to prevent, frustrate, impede or delay consummation of the Tranche 1 Acquisition and the Tranche 2 Acquisition (as applicable). Unless this Agreement has been terminated in accordance with its terms, each of Omega Parent and Omega UK shall not, and shall use commercially reasonable efforts to cause their respective Subsidiaries and their and their respective Subsidiaries’ Representatives not to, on its behalf, enter into any agreement in principle, letter of intent, memorandum of understanding, term sheetagreement in principle, acquisition agreement, option merger agreement, joint venture agreement, partnership agreement, merger agreement or other similar document or Contract agreement relating to any Acquisition Inquiry or Acquisition Proposal. (b) Upon . For the execution hereofavoidance of doubt, Stockholder shall immediately cease and cause to be terminated all existing activities, discussions or negotiations with any parties (other than Parent and its Affiliates) conducted heretofore with respect to any Acquisition Inquiry or Acquisition Proposal or sale of Shares held by Stockholder, and shall refrain from engaging in any future discussions or negotiations between Stockholder and any Person (other than Parent and its Affiliates) with respect to any sale of any Shares held by Stockholder (other than to state that Stockholder is currently not permitted to engage in such discussions or negotiations). (c) Notwithstanding the foregoing, the restrictions nothing in this Section 5.2 6.5 shall not apply (i) with respect to in any discussions way prohibit or negotiations with respect to the transfer restrict Omega UK from selling, transferring or otherwise disposing of Shares permitted any shares of Company Capital Stock owned by Section 2.3, or (ii) with respect to any discussions between the Stockholder, on the one hand, and any Affiliate or Representative of Stockholder on the other handOmega UK.

Acquisition Proposals. (a) Without limiting Stockholder’s other obligations under this Agreement, Stockholder agrees that neither it nor any of its controlled Affiliates (other than the Company or its Subsidiaries) shallshall not, and shall cause its representatives (including any investment banker, attorney or accountant retained by it) (“Representatives”) not authorize or permit its Representatives (it being understood that, for purposes hereof, a Representative of the Company shall not constitute a Representative of a Stockholder unless such Stockholder shall have separately engaged or directed such Person in his, her or its capacity as a stockholder of the Company and not as an officer, director or employee of the Company) to, directly or indirectly, (i) initiate, encourage, solicit, assist, induce initiate or facilitate solicit any inquiries or the making, submission or announcement making of any Acquisition Inquiry proposal or Acquisition Proposal; (ii) furnish or otherwise provide access to any information regarding any Acquired Company to any Person in connection with or in response to any Acquisition Inquiry or Acquisition Proposal; (iii) engage in discussions or negotiations with any Person offer with respect to any Acquisition Inquiry or an Acquisition Proposal; . Stockholder further agrees that it shall not, and shall cause its Representatives not to, directly or (iv) otherwise facilitate indirectly, engage in any effort negotiations concerning, or attempt provide any confidential information or data to, or have any discussions with, any person or entity relating to make or implement an Acquisition Inquiry or Acquisition Proposal or enter into any agreement in principle, letter of intent, memorandum of understanding, term sheet, acquisition agreement, option agreement, joint venture agreement, partnership agreement, merger agreement or other similar document or Contract relating to any Acquisition Inquiry or Acquisition Proposal. (b) Upon the execution hereof, . Stockholder shall agrees that it will immediately cease and cause to be terminated all any existing activities, discussions or negotiations with any parties (other than Parent and its Affiliates) person or entity conducted heretofore with respect to any Acquisition Inquiry Proposal. Stockholder agrees that it will take the necessary steps to promptly inform the individuals or Acquisition Proposal or sale entities referred to in the first sentence of Shares held by Stockholderthis Section of the obligations undertaken in this Section. Stockholder agrees that it will notify Transferors promptly, and shall refrain from engaging but in any future event within 48 hours if any such inquiries, proposals or offers are received by, any such information is requested from, or any such discussions or negotiations between are sought to be initiated or continued with, it or any of its Representatives indicating, in connection with such notice, the name of such person or entity and the material terms and conditions of any proposals or offers and thereafter shall keep Transferors informed on a current basis, and, in any event, within 48 hours of any changes in the status and terms of any such proposals or offers, including whether any such proposal has been withdrawn or rejected. (b) From and after the date hereof until the Termination Date, (i) Stockholder shall work exclusively with Transferors in connection with any transaction involving the direct or indirect acquisition by Empire of hotel, gaming or resort properties in the Catskills (“Catskills Acquisition”), and (ii) Stockholder shall not solicit, contact or engage in discussions or negotiations with any Person third party (other than Parent and its AffiliatesTransferors) with respect to any sale of any Shares held by Stockholder (other than to state that Stockholder is currently not permitted to engage in such discussions or negotiations)Catskills Acquisition. (c) Notwithstanding the foregoing, the restrictions nothing in this Section 5.2 4 shall not apply (i) with respect to limit or in any discussions way affect the rights or negotiations with respect to the transfer of Shares permitted by Section 2.3, or (ii) with respect to any discussions between the Stockholder, on the one hand, and any Affiliate or Representative obligations of Stockholder on the other handas a director or officer of Empire or of Empire’s Board of Directors.

Acquisition Proposals. (a) Stockholder agrees that neither it nor any of its controlled Affiliates (other than Subject to Section 6.3(b), the Company or its Subsidiaries) shallshall not, and shall cause its Subsidiaries and Representatives not authorize or permit its Representatives (it being understood that, for purposes hereof, a Representative of the Company shall not constitute a Representative of a Stockholder unless such Stockholder shall have separately engaged or directed such Person in his, her or its capacity as a stockholder of the Company and not as an officer, director or employee of the Company) to, directly or indirectly, from the date hereof until the Purchase Time: (i) initiate, encourage, solicit, assist, induce solicit or facilitate knowingly encourage (including by way of providing non-public information) the making, submission or announcement of any Acquisition Inquiry Proposal or Acquisition Proposal; (ii) furnish or otherwise provide access to any information regarding any Acquired Company to any Person in connection with or in response to any Acquisition Inquiry or Acquisition Proposal; (iii) engage in any discussions or negotiations with respect thereto or otherwise cooperate with or assist or participate in, or knowingly facilitate any Person with respect to any Acquisition Inquiry or such Acquisition Proposal; , (ii) approve or (iv) otherwise facilitate any effort recommend, or attempt publicly propose to make approve or implement recommend, an Acquisition Inquiry Proposal or, except for a confidentiality agreement contemplated pursuant to Section 6.3(b), enter into any merger agreement, letter of intent, agreement in principle, share purchase agreement, asset purchase agreement or share exchange agreement, option agreement or other similar agreement relating to an Acquisition Proposal or enter into any agreement in principle, letter of intent, memorandum of understanding, term sheet, acquisition agreement, option agreement, joint venture agreement, partnership agreement, merger agreement or other similar document agreement in principle requiring the Company (whether or Contract relating not subject to conditions) to abandon, terminate or fail to consummate the transactions contemplated hereby or breach its obligations hereunder, (iii) withdraw, modify or qualify, or propose publicly to withdraw, modify or qualify, in a manner adverse to Parent or Purchaser, the Company Board Recommendation (a “Change of Board Recommendation”), or (iv) resolve, publicly propose or agree to do any Acquisition Inquiry of the actions described in clause (i), (ii) or Acquisition Proposal. (biii) Upon the execution hereof, Stockholder of this sentence. The Company shall immediately cease and cause to be terminated all existing activitiesany solicitation, discussions encouragement, discussion or negotiations negotiation with any parties (other than Parent and its Affiliates) Persons conducted heretofore by the Company, its Subsidiaries or any of its Representatives with respect to any Acquisition Inquiry Proposal and shall reasonably promptly request (or, to the extent the Company is contractually permitted to do so, require) the return or destruction of all confidential information provided by or on behalf of the Company or any of its Subsidiaries to any such Person. (b) Notwithstanding anything to the contrary contained in Section 6.3(a), if at any time following the date of this Agreement and prior to the Purchase Time, (i) the Company has received a written Acquisition Proposal or sale from a third party that is not in violation of Shares held such third party’s contractual obligations to the Company and that the Company Board believes in good faith is bona fide, (ii) an intentional breach by Stockholderthe Company of this Section 6.3 has not contributed to the making of such Acquisition Proposal, and shall refrain from engaging (iii) the Company Board determines in any future good faith that such Acquisition Proposal constitutes or is reasonably likely to result in a Superior Proposal, then the Company may, subject to clauses (x) and (y) below, (A) furnish information with respect to the Company and its Subsidiaries to the Person making such Acquisition Proposal, and (B) participate in discussions or negotiations with the Person making such Acquisition Proposal regarding such Acquisition Proposal; provided, that (x) the Company will not, and will not allow its Representatives to, disclose any non-public information to such Person unless the Company has, or first enters into, a confidentiality agreement with such Person no less favorable to the Company than the confidentiality agreement, dated as of February 6, 2006, as amended, by and between Stockholder the Company and Parent, and (y) the Company will, as promptly as reasonably practicable, provide to Parent any non-public information concerning the Company or its Subsidiaries provided or made available to such other Person (other than Parent and its Affiliates) with respect which was not previously provided or made available to any sale of any Shares held by Stockholder (other than to state that Stockholder is currently not permitted to engage in such discussions or negotiations)Parent. (c) Notwithstanding From and after the foregoingdate hereof and prior to the Purchase Time, the restrictions Company shall promptly (and in this Section 5.2 shall not apply any event within twenty-four (24) hours) notify Parent in the event that the Company or any of its Subsidiaries or Representatives receives (i) with respect any Acquisition Proposal or indication by any Person that it is considering making an Acquisition Proposal, (ii) any request for non-public information relating to the Company or any of its Subsidiaries that, to the knowledge of the Company, are related to any actual or potential Acquisition Proposal or (iii) any inquiry or request for discussions or negotiations with respect to the transfer of Shares permitted by Section 2.3, or (ii) with respect to regarding any discussions between the Stockholder, on the one hand, and any Affiliate or Representative of Stockholder on the other hand.Acquisition

Acquisition Proposals. (a) Stockholder agrees that neither Seller shall keep Buyer reasonably informed regarding any Acquisition Proposal received by or any information related to an Acquisition Proposal requested from it nor or any of its controlled Affiliates (other than Representatives, including regarding the Company or its Subsidiaries) shall, and shall not authorize or permit its Representatives (it being understood that, for purposes hereof, a Representative identity of the Company shall not constitute a Representative of a Stockholder unless such Stockholder shall have separately engaged or directed such Person in hismaking the Acquisition Proposal, her or its capacity as a stockholder of the Company terms and not as an officer, director or employee of the Company) to, directly or indirectly, (i) initiate, encourage, solicit, assist, induce or facilitate the making, submission or announcement conditions of any such Acquisition Inquiry Proposal or Acquisition Proposal; (ii) furnish or otherwise provide access to any request for information regarding any Acquired Company to any Person in connection with or in response to any Acquisition Inquiry or Acquisition Proposal; (iii) engage in discussions or and the status of negotiations with any Person with respect to any Acquisition Inquiry or such Acquisition Proposal; or (iv) otherwise facilitate , in each case, material to the consummation of the Transactions, and in any effort or attempt event Seller shall provide written notice to make or implement an Acquisition Inquiry or Buyer of the initial receipt of any written Acquisition Proposal or enter into any agreement in principle, letter within 48 hours of intent, memorandum of understanding, term sheet, acquisition agreement, option agreement, joint venture agreement, partnership agreement, merger agreement or other similar document or Contract relating to any Acquisition Inquiry or Acquisition Proposalsuch event. (b) Upon the execution hereof, Stockholder Seller shall immediately cease and cause to be terminated all existing activities, discussions or negotiations with any parties (other than Parent and its Affiliates) conducted heretofore with respect to only enter into any Acquisition Inquiry or Acquisition Proposal or sale of Shares held by Stockholder, and shall refrain from engaging in any future discussions or negotiations between Stockholder and any Person (other than Parent and its Affiliates) with respect to any sale of any Shares held by Stockholder (other than to state that Stockholder is currently not permitted to engage in such discussions or negotiations).if: (c) Notwithstanding the foregoing, the restrictions in this Section 5.2 shall not apply (i) the definitive agreements providing for such Acquisition Proposal do not prohibit the consummation of the Transactions in accordance with respect to any discussions or negotiations with respect to the transfer of Shares permitted by Section 2.3terms and conditions set forth in this Agreement, or and (ii) in the event that the Closing Date occurs, or is reasonably expected to occur, after the consummation of such Acquisition Proposal, Buyer and Seller jointly select a third party escrow agent (the “Seller Change of Control Escrow Agent”) and, prior to completion of the Acquisition Proposal, jointly agree an escrow agreement (the “Seller Change of Control Escrow Agreement”) that contemplates the Share Consideration (which, in accordance with respect its terms, shall be converted to any discussions between the StockholderBuyer Ordinary Shares) to be delivered by Buyer, on behalf of Seller, to the Seller Change of Control Escrow Agent within one hand(1) Business Day of the Closing Date in satisfaction of its obligations under Section 3.02(c) to be held on a non-voting basis for the benefit of the stockholders of Seller existing immediately prior to consummation of the Acquisition Proposal (excluding such Person making the Acquisition Proposal), and, upon the registration and any Affiliate or Representative listing of Stockholder on the other handBuyer Ordinary Shares pursuant to Section 5.06, to be distributed to the stockholders of Seller existing immediately prior to consummation of the Acquisition Proposal.

Acquisition Proposals. (a) Stockholder agrees that neither it nor any From and after the date hereof, without the prior written consent of its controlled Affiliates (other than the Company or its Subsidiaries) shallChancellor, LIN shall not, and shall not authorize or permit any of its Representatives (it being understood that, for purposes hereof, a Representative of the Company shall not constitute a Representative of a Stockholder unless such Stockholder shall have separately engaged or directed such Person in his, her or its capacity as a stockholder of the Company and not as an officer, director or employee of the Company) subsidiaries to, and shall direct and use its best efforts to cause its and its subsidiaries' Representatives not to, (i) directly or indirectly, solicit, initiate or encourage (including by way of furnishing information or assistance) or take any other action to facilitate any inquiries or the making of any proposal which constitutes or may reasonably be expected to lead to an Acquisition Proposal (as defined below) or (ii) enter into or participate in any discussions or negotiations regarding any Acquisition Proposal. LIN shall immediately cease and terminate any existing solicitation, initiation, encouragement, activity, discussion or negotiation with any persons conducted heretofore by it or its Representatives with respect to the foregoing. LIN agrees not to release any third party from, or waive any provision of, any standstill agreement to which it is a party or any confidentiality agreement between it and another person who has made, or who may reasonably be considered likely to make, an Acquisition Proposal. LIN agrees that it will notify Chancellor orally and in writing, of any such inquiries, offers or proposals (including, without limitation, the terms and conditions of any such proposal). (b) Neither the Board of Directors of LIN nor any committee thereof shall (i) initiatewithdraw or modify, encourageor propose to withdraw or modify, solicitin a manner adverse to Chancellor, assistthe approval or recommendation by such Board of Directors or committee thereof of this Agreement or the Merger, induce or facilitate the making, submission or announcement of any Acquisition Inquiry or Acquisition Proposal; (ii) furnish approve or otherwise provide access recommend, or propose to any information regarding any Acquired Company to any Person in connection with approve or in response to recommend, any Acquisition Inquiry Proposal or Acquisition Proposal; (iii) engage in discussions or negotiations with any Person with respect cause LIN to any Acquisition Inquiry or Acquisition Proposal; or (iv) otherwise facilitate any effort or attempt to make or implement an Acquisition Inquiry or Acquisition Proposal or enter into any letter of intent, agreement in principle, letter of intent, memorandum of understanding, term sheet, acquisition agreement, option agreement, joint venture agreement, partnership agreement, merger agreement or other similar document or Contract relating agreement related to any Acquisition Inquiry or Acquisition Proposal. (bc) Upon the execution hereofFor purposes of this Agreement, Stockholder shall immediately cease and cause to be terminated all existing activities, discussions an "Acquisition Proposal" means any proposal or negotiations with offer from any parties person (other than Parent and Chancellor or any of its Affiliatessubsidiaries) conducted heretofore with respect for a tender or exchange offer, merger, consolidation, other business combination, recapitalization, liquidation, dissolution or similar transaction involving LIN or any LIN Significant Subsidiary, or any proposal to acquire in any Acquisition Inquiry manner a substantial equity interest in, or an substantial portion of the assets of, LIN or a LIN Significant Subsidiary; provided that an Acquisition Proposal or sale of Shares held by Stockholder, and shall refrain from engaging in any future discussions or negotiations between Stockholder and any Person (other than Parent and its Affiliates) with respect to any sale of any Shares held by Stockholder (other than to state that Stockholder is currently not permitted to engage in such discussions or negotiations). (c) Notwithstanding the foregoing, the restrictions in this Section 5.2 shall not apply include any direct or indirect acquisition or disposition of television broadcast stations (ior the assets thereof) with respect to any discussions or negotiations with respect to disclosed in the transfer of Shares permitted by Section 2.3, or (ii) with respect to any discussions between the Stockholder, on the one hand, and any Affiliate or Representative of Stockholder on the other handLIN Disclosure Letter.

Acquisition Proposals. (a) Stockholder agrees that neither it nor any of its controlled Affiliates (other than the Company or its Subsidiaries) shall, and shall not authorize or permit its Representatives (it being understood that, for purposes hereof, a Representative of the Company shall not constitute a Representative of a Stockholder unless such Stockholder shall have separately engaged or directed such Person in In his, her or its capacity as a stockholder shareholder of the Company Xenith, and not in his or her capacity as an officera director, director officer or employee of the CompanyXenith, as applicable, Shareholder agrees that Shareholder will not, and will cause its officers and directors, and will instruct and use reasonable best efforts to cause its representatives and partners (if an entity) not to, directly or indirectly, (i) initiate, encourage, solicit, assist, induce knowingly encourage or knowingly facilitate the making, submission inquiries or announcement of any Acquisition Inquiry or proposals with respect to an Acquisition Proposal; , (ii) furnish engage or participate in any negotiations with any person concerning any Acquisition Proposal, (iii) provide any confidential or nonpublic information or data to, have or participate in any discussions with or otherwise provide access to cooperate in any information regarding way with, any Acquired Company to any Person person in connection with or in response to any Acquisition Inquiry or Acquisition Proposal; (iii) engage in discussions or negotiations with any Person with respect to any Acquisition Inquiry or Acquisition Proposal; Proposal or (iv) otherwise facilitate any effort or attempt to make or implement an Acquisition Inquiry or Acquisition Proposal or enter into any agreement in principleterm sheet, letter of intent, memorandum of understanding, term sheetagreement in principle, acquisition agreement, option agreement, joint venture agreement, partnership agreement, merger agreement or other similar document or Contract agreement (other than a confidentiality agreement referred to and entered into in accordance with Section 5.5(b) of the Merger Agreement) relating to any Acquisition Inquiry or Acquisition Proposal. , in each case, except to the extent that Xenith is permitted to take such action pursuant to the Merger Agreement. Shareholder will and will cause its officers, directors, and will use Shareholder's reasonable best efforts to cause its representatives and partners (bif an entity) Upon the execution hereofto, Stockholder shall immediately cease and cause to be terminated all existing any activities, discussions or negotiations conducted before the date of this Agreement with any parties (person other than Parent and its Affiliates) conducted heretofore Union with respect to any Acquisition Inquiry or Proposal of Xenith. Shareholder will promptly (within twenty-four (24) hours) advise Union following Shareholder's receipt of any Acquisition Proposal or sale of Shares held by Stockholderany inquiry which could reasonably be expected to lead to an Acquisition Proposal, and the substance thereof (including the material terms and conditions of the Acquisition Proposal), and will keep Union apprised of any related material developments, discussions and negotiations on a reasonably current basis, including any amendments to or revisions of the terms of such inquiry or Acquisition Proposal, in each case to the extent Xenith has not previously notified Union. All references herein to an Acquisition Proposal shall refrain from engaging in any future discussions or negotiations between Stockholder and any Person (other than Parent and its Affiliates) refer to an Acquisition Proposal with respect to any sale of any Shares held by Stockholder (other than to state that Stockholder is currently not permitted to engage in such discussions or negotiations)Xenith. (c) Notwithstanding the foregoing, the restrictions in this Section 5.2 shall not apply (i) with respect to any discussions or negotiations with respect to the transfer of Shares permitted by Section 2.3, or (ii) with respect to any discussions between the Stockholder, on the one hand, and any Affiliate or Representative of Stockholder on the other hand.

Acquisition Proposals. (a) Stockholder agrees that neither it nor any Notwithstanding anything to the contrary contained in this Agreement, during the period beginning on the date of its controlled Affiliates this Agreement and continuing until 12:01 a.m. (other than New York time) on the 30th day after the date of this Agreement (the “No Shop Period Start Date”), the Company and its Subsidiaries and Representatives shall have the right to (i) initiate, solicit and encourage any inquiry or its Subsidiaries) shallthe making of any proposal or offer that constitutes an Acquisition Proposal, and shall not authorize or permit its Representatives including by providing access to non-public information to any Person pursuant to a confidentiality agreement containing terms that are no less favorable in the aggregate to the Company than those contained in the Confidentiality Agreement (it being understood that, for purposes hereofnotwithstanding the terms of the Confidentiality Agreement, such confidentiality agreement need not prohibit the making or amendment of Acquisition Proposals) or, to the extent applicable, pursuant to a Representative confidentiality agreement entered into prior to the date of this Agreement (any such confidentiality agreement, an “Acceptable Confidentiality Agreement”); provided that the Company shall not constitute a Representative of a Stockholder unless such Stockholder shall have separately engaged or directed such Person in his, her promptly make available to Parent and Merger Sub any non-public information concerning the Company or its capacity Subsidiaries that is provided to any Person given such access that was not previously made available to Parent or Merger Sub and (ii) engage in, enter into, continue or otherwise participate in any discussions or negotiations with any Persons or groups of Persons with respect to any Acquisition Proposals and cooperate with or assist or participate in or facilitate any such inquiries, proposals, discussions or negotiations or any effort or attempt to make any Acquisition Proposals. The parties hereto agree that, notwithstanding the occurrence of the No Shop Period Start Date, the Company may continue to engage in the activities described in clause (ii) above with respect to each Excluded Party until 15 days after the No Shop Period Start Date (the “Cut-off Date”). No later than two Business Days after the No Shop Period Start Date, the Company shall provide Parent in writing a complete list of all Excluded Parties (including the identity of each Excluded Party) and shall provide to Parent (i) an unredacted copy of any Acquisition Proposal made in writing provided to the Company or any of its Subsidiaries (including any financing commitments relating thereto, which shall include any fee letters (it being understood that any such fee letter may be redacted to omit the numerical amounts provided therein)) and (ii) a written summary of the material terms of any Acquisition Proposal not made in writing (including any financing commitments and any fee letters relating thereto (it being understood that any such fee letter may be redacted to omit the numerical amounts provided therein)). (b) Except as a stockholder may relate to any Excluded Party until the Cut-off Date or as expressly permitted by this Section 5.2, from the No Shop Period Start Date until the Effective Time or, if earlier, the termination of this Agreement in accordance with Article VII, the Company and its Subsidiaries shall not, and the Company shall instruct and use its reasonable best efforts to cause its Representatives not as an officer, director or employee of the Company) to, directly or indirectly, (i) initiate, encourage, solicit, assist, induce solicit or facilitate knowingly encourage any inquiry or the making, submission or announcement making of any Acquisition Inquiry proposal or offer that constitutes an Acquisition Proposal; , (ii) furnish engage in, enter into, continue or otherwise provide access to participate in any information regarding any Acquired Company to any Person in connection with or in response to any Acquisition Inquiry or Acquisition Proposal; (iii) engage in discussions or negotiations with any Person with respect to, or provide any non-public information or data concerning the Company or any of its Subsidiaries to any Acquisition Inquiry or Acquisition Proposal; or (iv) otherwise facilitate any effort or attempt to make or implement Person relating to, an Acquisition Inquiry or Acquisition Proposal or afford to any Person access to the business, properties, assets or personnel of the Company or any of its Subsidiaries in connection with an Acquisition Proposal, (iii) enter into any acquisition agreement, merger agreement in principleor similar definitive agreement, or any letter of intent, memorandum of understandingunderstanding or agreement in principle, term sheetor any other agreement (other than an Acceptable Confidentiality Agreement as permitted pursuant to Section 5.2(c)) relating to an Acquisition Proposal (an “Alternative Acquisition Agreement”), acquisition agreement(iv) grant any waiver, option agreement, joint venture agreement, partnership agreement, merger amendment or release under any standstill or confidentiality agreement or other similar document any Takeover Statute, or Contract relating to (v) otherwise knowingly facilitate any Acquisition Inquiry or Acquisition Proposal. (b) Upon the execution hereofsuch inquiries, Stockholder shall immediately cease and cause to be terminated all existing activitiesproposals, discussions or negotiations or any effort or attempt by any Person to make an Acquisition Proposal. Except as may relate to any Excluded Party until the Cut-off Date or as expressly permitted by this Section 5.2, from and after the No Shop Period Start Date, the Company and its officers and directors shall, and the Company shall instruct and cause the Company’s Representatives, its Subsidiaries and their Representatives to, immediately cease and terminate all discussions and negotiations with any parties (other than Parent Persons that may be ongoing with respect to an Acquisition Proposal, and its Affiliates) conducted heretofore as promptly as practicable thereafter deliver a written notice to each such Person to the effect that the Company is ending all discussions and negotiations with such Person with respect to any Acquisition Inquiry Proposal, effective immediately, which notice shall also request such Person to promptly return or Acquisition Proposal or sale of Shares held by Stockholder, and shall refrain from engaging in any future discussions or negotiations between Stockholder and any Person (other than Parent destroy all confidential information concerning the Company and its Affiliates) with respect Subsidiaries and the Company shall take all reasonable necessary actions to any sale secure its rights and ensure the performance of any Shares held by Stockholder such Person’s obligations under any applicable confidentiality agreement (other than to state that Stockholder is currently not permitted to engage in such discussions or negotiationsincluding enforcement of any applicable “standstill” provision). (c) Notwithstanding anything to the contrary contained in Section 5.2(b), at any time following the No Shop Period Start Date and prior to the time the Company Stockholder Approval is obtained, if the Company receives a bona fide, written Acquisition Proposal from any Person, (i) the Company and its Representatives may provide information (including non-public information and data) regarding, and afford access to, the business, properties, assets, books, records and personnel of, the Company and its Subsidiaries in response to a request therefor by such Person if the Company receives from such Person (or has received from such Person) an executed Acceptable Confidentiality Agreement and (ii) the Company and its Representatives may engage in, enter into, continue or otherwise participate in any discussions or negotiations with such Person with respect to such Acquisition Proposal, if and only to the extent that prior to taking any action described in clause (i) or (ii) above, (x) the Company Board determines in good faith (after consultation with outside legal counsel) that (A) failure to take such action would reasonably be expected to be inconsistent with the directors’ fiduciary duties to stockholders under applicable Law and (B) based on the information then available and after consultation with its financial advisor and outside legal counsel, that such Acquisition Proposal either constitutes a Superior Proposal or would reasonably be expected to result in a Superior Proposal and (y) the Company shall give written notice to Parent of any such determination by the Company Board. The Company shall promptly provide Parent with copies of any information or materials regarding the Company and its Subsidiaries provided or made available to such other Person which were not previously made available to Parent. (d) Except as set forth in this Section 5.2(d), the Company Board shall not (i) change, withhold, withdraw, qualify or modify (or publicly propose or resolve to withhold, withdraw, qualify or modify), in a manner adverse to Parent, the Company Recommendation with respect to the Merger or fail to include the Company Recommendation in the Proxy Statement (any of the foregoing, a “Change of Recommendation”), (ii) authorize, adopt, approve, recommend or declare advisable, or propose to authorize, adopt, approve, recommend or declare advisable (publicly or otherwise), an Acquisition Proposal, or (iii) cause or permit the restrictions Company to enter into any Alternative Acquisition Agreement. Notwithstanding anything to the contrary set forth in this Agreement, prior to the time the Company Stockholder Approval is obtained, the Company Board may (x) if an event, fact, development or occurrence that affects the business, assets or operations of the Company that is unknown to the Company Board as of the date of this Agreement becomes known to the Company Board (an “Intervening Event”), effect a Change of Recommendation or (y) if the Company receives a written Acquisition Proposal that the Company Board determines in good faith (after consultation with its financial advisor and outside legal counsel) constitutes a Superior Proposal, approve, recommend or declare advisable, and authorize the Company to enter into an Alternative Acquisition Agreement with respect to, such Superior Proposal and terminate this Agreement pursuant to Section 7.3(a) if, in the case of either of clause (x) or (y): (i) the Company Board determines in good faith, after consultation with outside legal counsel, that failure to do so would reasonably be expected to be inconsistent with its fiduciary duties to stockholders under applicable Law and the Company shall have complied with all of its obligations under this Section 5.2; (ii) the Company shall have provided prior written notice to Parent, at least four Business Days in advance, that it intends to effect a Change of Recommendation or terminate this Agreement pursuant to Section 7.3(a), which notice shall specify the basis for the Change of Recommendation or termination and, in the case of a Superior Proposal, the identity of the party making such Superior Proposal and the material terms thereof and include copies of all relevant documents relating to such Superior Proposal; (iii) after providing such notice and prior to effecting such Change of Recommendation or terminating this Agreement pursuant to Section 7.3(a), the Company shall have, and shall have caused its Representatives to, negotiate with Parent and Merger Sub in good faith during such four Business Day period (to the extent Parent desires to negotiate) to make such adjustments in the terms and conditions of this Agreement as would permit the Company Board not to effect a Change of Recommendation or terminate this Agreement pursuant to Section 7.3(a); and (iv) the Company Board shall have considered in good faith any changes to this Agreement offered in writing by Parent no later than 5:00 p.m., New York City time, on the fourth Business Day of such four Business Day period and shall have determined (x) in the event the Company Board’s determination pursuant to clause (d)(i) above is in response to a Superior Proposal, that such Superior Proposal would continue to constitute a Superior Proposal if such changes offered in writing by Parent were to be given effect; provided that, in the event of any material revisions to the Acquisition Proposal that the Company Board has determined to be a Superior Proposal, the Company shall be required to deliver a new written notice to Parent in respect of such modified Acquisition Proposal and to again comply with the requirements of this Section 5.2(d) with respect to such new written notice, except that the applicable time periods for purposes of this Section 5.2(d) with respect to such new written notice shall be reduced to two Business Days from the four Business Day period otherwise contemplated or (y) in the event the Company Board’s determination pursuant to clause (d)(i) above is in response to an Intervening Event, that such changes would not affect the Company’s Board determination of the need for a Change of Recommendation in response to such Intervening Event. (e) Nothing contained in this Section 5.2 shall not apply be deemed to prohibit the Company or the Company Board or any committee thereof from (i) complying with respect its disclosure obligations under U.S. federal or state Law with regard to an Acquisition Proposal, including taking and disclosing to its stockholders a position contemplated by Rule 14d-9 or Rule 14e-2(a) under the Exchange Act (or any discussions or negotiations with respect similar communication to the transfer of Shares permitted by Section 2.3stockholders), or (ii) making any “stop-look-and-listen” communication to the stockholders of the Company pursuant to Rule 14d-9(f) under the Exchange Act (or any similar communications to the stockholders of the Company); provided that any such disclosure (other than a “stop-look-and-listen” communication or similar communication of the type contemplated by Rule 14d-9(f) under the Exchange Act) shall be deemed for all purposes of this Agreement to be a Change of Recommendation unless the Company Board expressly publicly reaffirms the Company Recommendation within four Business Days following any request by Parent (it being agreed that Parent may make only one such request with respect to any discussions between single such disclosure). (f) From and after the StockholderNo Shop Period Start Date, the Company shall promptly (and, in any event, within 24 hours) notify Parent (orally and in writing) if any Acquisition Proposal is received by or any non-public information is requested from the Company or any of its Representatives, indicating the identity of the Person or group of Persons making such offer or proposal and the material terms and conditions of any proposals or offers (including, if applicable, copies of any written requests, proposals or offers, including proposed agreements), and thereafter shall keep Parent reasonably informed, on a reasonably current basis, of the one handstatus and terms of any such proposals or offers (including any amendments thereto) and the status of any discussions or negotiations, including any change in the Company’s intentions as previously notified. (g) The Company shall not, and shall cause its Subsidiaries not to, enter into any Affiliate confidentiality agreement with any Person relating to a possible Acquisition Proposal subsequent to the date of this Agreement except for an Acceptable Confidentiality Agreement as permitted or Representative required pursuant to this Section 5.2, and neither the Company nor any of Stockholder on its Subsidiaries shall enter into any agreement that prohibits the Company from providing to Parent any information provided or made available to any other handPerson pursuant to an Acceptable Confidentiality Agreement. (h) The Company acknowledges and agrees that any violation of the restrictions set forth in this Section 5.2 by any Representatives of the Company shall be deemed to be a breach of this Section 5.2 by the Company.

Acquisition Proposals. (a) Stockholder The Seller agrees that neither it nor any of its controlled Affiliates (other than the Company or its Subsidiaries) shallwill not, and shall not authorize or permit its Representatives (that it being understood that, for purposes hereof, a Representative of the Company shall not constitute a Representative of a Stockholder unless such Stockholder shall have separately engaged or directed such Person in his, her or its capacity as a stockholder of will cause the Company and each of their affiliates and Applicable Representatives not as an officer, director or employee of the Company) to, directly or indirectly, indirectly (i) initiate, encourage, solicit, assist, induce knowingly encourage or knowingly facilitate the making, submission inquiries or announcement of any Acquisition Inquiry or Acquisition Proposal; (ii) furnish or otherwise provide access to any information regarding any Acquired Company to any Person in connection with or in response to any Acquisition Inquiry or Acquisition Proposal; (iii) engage in discussions or negotiations with any Person proposals with respect to any Acquisition Inquiry Proposal, (ii) engage or participate in any negotiations with any Person concerning any Acquisition Proposal; or , (iviii) otherwise facilitate any effort or attempt to make or implement an Acquisition Inquiry or Acquisition Proposal or enter into any agreement in principle, letter of intent, memorandum of understanding, term sheet, acquisition agreement, option agreement, joint venture agreement, partnership agreement, merger agreement or other similar document or Contract relating to any Acquisition Inquiry Proposal, (iv) approve or recommend any Acquisition Proposal or (v) provide any confidential or nonpublic information or data to, or have or participate in any discussions with, any Person relating to any Acquisition Proposal. (b) Upon . The Seller agrees to, and to cause the execution hereofCompany and each of their affiliates and Applicable Representatives to, Stockholder shall immediately cease and cause to be terminated all existing any activities, discussions or negotiations conducted before the date of this Agreement with any parties (Person other than Parent and its Affiliates) conducted heretofore Buyer with respect to any Acquisition Inquiry Proposal. The Seller will promptly (within twenty-four (24) hours) notify Buyer following receipt by the Seller, the Company or any of their affiliates or Applicable Representatives of any Acquisition Proposal or sale of Shares held any request for nonpublic information relating to the Company or any Company Subsidiaries by Stockholder, and shall refrain from engaging in any future discussions or negotiations between Stockholder and any Person (other than Parent and its Affiliates) with respect to any sale of any Shares held by Stockholder (other than to state that Stockholder is currently not permitted to engage in such discussions or negotiations). (c) Notwithstanding informs the foregoingSeller, the restrictions in this Section 5.2 shall not apply (i) with respect Company or any of their affiliates or Applicable Representatives that such Person is considering making, or has made, an Acquisition Proposal, or any inquiry from any Person seeking to any have discussions or negotiations with respect the Seller, the Company or any of their affiliates or Applicable Representatives relating to a possible Acquisition Proposal. Such notice shall be made orally and confirmed in writing and shall indicate the transfer identity of Shares permitted the Person making the Acquisition Proposal, inquiry or request and the material terms and conditions thereof. The Seller shall be bound by its obligations described in the first sentence of this Section 2.37.6 with regard to any such proposals, offers, discussions or negotiations and shall promptly inform Buyer of any amendments to or revisions of the material terms of such Acquisition Proposal. The Seller shall, and shall cause the Company and their affiliates and Applicable Representatives to, use their reasonable efforts to enforce any existing confidentiality or standstill agreements to which the Seller, the Company or any of their affiliates and Applicable Representatives is a party in accordance with the terms thereof. As used in this Agreement, “Acquisition Proposal” shall mean, other than the transactions contemplated by this Agreement, any offer, proposal or inquiry relating to, (i) any acquisition or purchase, direct or indirect, of 20% or more of the consolidated assets of the Company and Company Subsidiaries or any equity or voting securities of the Company or Company Subsidiaries, as applicable or (ii) with a merger, consolidation, share exchange or other business combination involving the Company or Company Subsidiaries. With respect to any the Persons with whom discussions between or negotiations have been terminated, the Stockholder, on the one handSeller shall, and shall cause the Company and their affiliates and Applicable Representatives to, (x) use their reasonable best efforts to obtain the return or destruction of, in accordance with the terms of an applicable confidentiality agreement, any Affiliate confidential information previously furnished to any such Person or Representative any of Stockholder on the other handits affiliates or representatives and (y) promptly terminate all physical and electronic data room access previously granted to any such Persons.

Acquisition Proposals. (a) Stockholder agrees that neither it Except with respect to this Agreement and the transactions contemplated hereby, no CFSB Company nor any director, employee, investment banker, attorney, accountant or other representative thereof (collectively, "Representatives") retained by any CFSB Company shall directly or indirectly solicit any Acquisition Proposal by any Person. Except to the extent necessary to comply with the fiduciary duties of its controlled Affiliates Board of Directors as advised by counsel, no CFSB Company nor Representative thereof shall furnish any non-public information in connection with, negotiate with respect to, or enter into any Contract with respect to, any Acquisition Proposal, but CFSB may communicate information about such an Acquisition Proposal to its shareholders if and to the extent that it is required to do so in order to comply with its legal obligations as advised by counsel. CFSB shall promptly notify CBC orally and in writing in the event that it receives any inquiry or proposal relating to any such transaction. (other than the Company or its Subsidiariesb) shallExcept as set forth herein, and CFSB shall not authorize or permit its Representatives (it being understood that, for purposes hereof, a Representative of the Company shall not constitute a Representative of a Stockholder unless such Stockholder shall have separately engaged or directed such Person in his, her or its capacity as a stockholder of the Company and not as an officer, director or employee of the Company) to, directly or indirectly, (i) initiatewithdraw or modify, encourageor propose to withdraw or modify, solicitin a manner adverse to CBC, assistthe approval or recommendation of its Board of Directors of this Agreement or the Merger, induce or facilitate the making, submission or announcement of any Acquisition Inquiry or Acquisition Proposal; (ii) furnish approve or otherwise provide access recommend, or propose to any information regarding any Acquired Company to any Person in connection with approve or in response to recommend, any Acquisition Inquiry Proposal or Acquisition Proposal; (iii) engage in discussions or negotiations with enter into any Person agreement with respect to any Acquisition Inquiry Proposal. Notwithstanding the foregoing, if in the opinion of the Board of Directors of CFSB, after consultation with counsel, failure to do so would be inconsistent with its fiduciary duties to its shareholders under applicable law, then the Board of Directors of CFSB may (subject to the terms of this section (b)) withdraw or modify its approval or recommendation of this Agreement or the Merger, approve or recommend an Acquisition Proposal; or (iv) otherwise facilitate any effort or attempt to make or implement an Acquisition Inquiry or Acquisition Proposal , or enter into any an agreement in principle, letter of intent, memorandum of understanding, term sheet, acquisition agreement, option agreement, joint venture agreement, partnership agreement, merger agreement or other similar document or Contract relating to any Acquisition Inquiry or Acquisition Proposal. (b) Upon the execution hereof, Stockholder shall immediately cease and cause to be terminated all existing activities, discussions or negotiations with any parties (other than Parent and its Affiliates) conducted heretofore with respect to an Acquisition Proposal, in each case at any time after the second business day following the receipt of written notice (a "Notice of Acquisition Inquiry or Proposal") by CBC advising it that CFSB has received an Acquisition Proposal or sale Proposal, specifying the material terms and conditions of Shares held by Stockholder, such proposal and identifying the Person making such proposal; provided that CFSB shall refrain from engaging in any future discussions or negotiations between Stockholder and any Person (other than Parent and its Affiliates) not enter into an agreement with respect to any sale an Acquisition Proposal unless it shall have furnished CBC with written notice no later than 12:00 noon Georgia time one (1) day in advance of any Shares held by Stockholder (other than date that it intends to state that Stockholder is currently not permitted to engage in enter into such discussions or negotiations)agreement. (c) Notwithstanding In addition to the foregoingobligations set forth in section (b) above, CFSB shall immediately advise CBC orally and in writing of any request for information or of any Acquisition Proposal, or any inquiry with respect to or which could lead to an Acquisition Proposal, the restrictions material terms and conditions of such request, Acquisition Proposal or inquiry, and the identity of the Person making a request, Acquisition Proposal or inquiry. CFSB shall keep CBC fully informed of the status and details (including amendments or proposed amendments) of the material terms of any such request, Acquisition Proposal or inquiry. (d) Nothing contained in this Section 5.2 8.6 shall not apply prohibit CFSB from making any disclosure to its shareholders if, in the opinion of its Board of Directors, after consultation with counsel, failure to so disclose would be inconsistent with federal securities laws or its fiduciary duties to its shareholders under applicable law; provided that CFSB does not, except as permitted by section (ib) with respect above, withdraw or modify, or propose to any discussions withdraw or negotiations modify, its position with respect to the transfer of Shares permitted by Section 2.3Merger or approve or recommend, or (ii) with respect propose to any discussions between the Stockholderapprove or recommend, on the one hand, and any Affiliate or Representative of Stockholder on the other handan Acquisition Proposal.

Acquisition Proposals. (a) Stockholder agrees that neither it nor any Each of its controlled Affiliates (other than Parent and the Company or its Subsidiaries) shall, and shall not authorize cause its Subsidiaries and its executive officers and directors, and use reasonable best efforts to cause (i) its Subsidiaries’ respective executive officers and directors and (ii) its and its Subsidiaries’ respective employees, agents, accountants, consultants, investment bankers, advisors and representatives (collectively and together with executive officers and directors, “Representatives”) to, immediately cease, and cause to be terminated, any activities, discussions or permit its Representatives negotiations conducted before the date of this Agreement with any person other than the Company, in the case of Parent, or Parent, in the case of the Company, with respect to any Acquisition Proposal. (it being understood that, for purposes hereof, a Representative b) Each of Parent and the Company shall not, and shall cause its Subsidiaries and its executive officers and directors not constitute a Representative of a Stockholder unless such Stockholder shall have separately engaged to, and use reasonable best efforts to cause (i) its Subsidiaries’ respective executive officers and directors and (ii) its and its Subsidiaries’ respective Representatives that are not executive officers or directed such Person in his, her or its capacity as a stockholder of the Company and directors not as an officer, director or employee of the Company) to, directly or indirectly, (iA) solicit, initiate, encourage, solicit, assist, induce seek or support or knowingly encourage or facilitate the making, submission any inquiries or announcement of any Acquisition Inquiry or Acquisition Proposal; (ii) furnish or otherwise provide access to any information regarding any Acquired Company to any Person in connection with or in response to any Acquisition Inquiry or Acquisition Proposal; (iii) engage in discussions or negotiations with any Person proposals with respect to any Acquisition Inquiry Proposal, (B) engage or participate in any negotiations with any person concerning any Acquisition Proposal; , (C) provide any confidential or (iv) otherwise facilitate nonpublic information or data to, or have or participate in any effort discussions with, any person relating to any Acquisition Proposal, except to notify a person that makes any inquiry or attempt offer with respect to make or implement an Acquisition Inquiry Proposal of the existence of the provisions of this Section 6.9 or solely to clarify whether any such inquiry or offer constitutes an Acquisition Proposal or (D) enter into any agreement in principle, letter of intent, memorandum of understanding, term sheet, binding acquisition agreement, option agreement, joint venture agreement, partnership agreement, merger agreement or other similar document or Contract definitive transaction agreement (other than a confidentiality agreement entered into in accordance with Section 6.9(c)) relating to any Acquisition Inquiry or Acquisition Proposal. (b) Upon the execution hereof, Stockholder shall immediately cease and cause to be terminated all existing activities, discussions or negotiations with any parties (other than Parent and its Affiliates) conducted heretofore with respect to any Acquisition Inquiry or Acquisition Proposal or sale of Shares held by Stockholder, and shall refrain from engaging in any future discussions or negotiations between Stockholder and any Person (other than Parent and its Affiliates) with respect to any sale of any Shares held by Stockholder (other than to state that Stockholder is currently not permitted to engage in such discussions or negotiations). (c) Notwithstanding anything to the foregoingcontrary set forth in Section 6.9(a) and 6.9(b), prior to the restrictions approval of the Parent Share Issuance by the shareholders of Parent by the Requisite Parent Vote or the submission by the Stockholder of the Stockholder Written Consent, as applicable, in the event that Parent or the Company, as applicable, receives an unsolicited bona fide written Acquisition Proposal after the date of this Agreement (which Acquisition Proposal did not result from a breach of this Section 6.9) and the Parent Board or the Company Board, as applicable, concludes in good faith (after receiving the advice of its outside counsel and its outside financial advisor) that such Acquisition Proposal constitutes, or would reasonably be expected to result in, a Superior Proposal, Parent or the Company, as applicable, may, and may permit its Subsidiaries and its Subsidiaries’ respective Representatives to furnish, or cause to be furnished, confidential or nonpublic information or data and participate in such negotiations or discussions to the extent that the Parent Board or the Company Board, as applicable, concludes in good faith (after receiving the advice of its outside counsel and its outside financial advisor) that failure to take such actions would be inconsistent with its fiduciary duties under applicable Law; provided further that, prior to providing any confidential or nonpublic information or data permitted to be provided pursuant to the foregoing provisions of this Section 6.9(c), (i) Parent or the Company, as applicable, shall have entered into a confidentiality agreement with such third party on terms no less favorable to it than the Confidentiality Agreement, which confidentiality agreement shall not provide such person with any exclusive right to negotiate with Parent or the Company, as applicable, and (ii) any confidential or non-public information to be provided by Parent or the Company, as applicable, to such third party shall have been previously provided, or is concurrently provided, to the Company, in the case of Parent, or Parent, in the case of the Company. (d) Each of Parent and the Company will promptly (and, in any event, within twenty-four (24) hours after receipt) advise the Company, in the case of Parent, or Parent, in the case of the Company, in writing following its receipt after the date of this Agreement of any Acquisition Proposal or any inquiry which could reasonably be expected to lead to an Acquisition Proposal, and the substance thereof (including the terms and conditions of, and the identity of the person making, such inquiry or Acquisition Proposal), and will promptly (and in any event within twenty-four (24) hours after receipt) advise the Company, in the case of Parent, or Parent, in the case of the Company, of any related developments, discussions and negotiations on a current basis (but in no event more than once every twenty-four (24) hours), including any amendments to or revisions of the terms of such inquiry or Acquisition Proposal. Each of Parent and the Company shall use its reasonable best efforts to enforce any existing confidentiality, standstill or similar agreements to which it or any of its Subsidiaries is a party in accordance with the terms thereof. (e) As used in this Section 5.2 shall not apply Agreement, “Acquisition Proposal,” (iA) with respect to the Company, shall mean, other than the transactions contemplated by this Agreement, any discussions third party offer or negotiations with respect to proposal relating to, or any third-party indication of interest in, (i) any acquisition or purchase, direct or indirect, of more than 25% of the transfer consolidated assets of Shares permitted by Section 2.3the Company and its Subsidiaries or more than 25% of the total voting power of the equity securities of the Company or one (1) or more of its Subsidiaries whose assets, individually or in the aggregate, constitute more than 25% of the consolidated assets of the Company (each, a “Trigger Acquisition”), (ii) any tender offer (including self-tender offer) or exchange offer that, if consummated, would result in such third party beneficially owning more than 25% of the total voting power of the equity securities of the Company or one (1) or more of its Subsidiaries whose assets, individually or in the aggregate, constitute more than 25% of the consolidated assets of the Company, or (iiiii) a merger, consolidation, share exchange, business combination, reorganization, recapitalization, liquidation, dissolution or other similar transactions that results in a Trigger Acquisition by a third party, and (B) with respect to Parent, shall mean, other than the transactions contemplated by this Agreement, any discussions between offer or proposal relating to, or any third-party indication of interest in, transactions described in subclauses (i) through (iii) of clause (A) of this sentence, substituting “the StockholderCompany” for “Parent” thereof. (f) As used in this Agreement, on “Superior Proposal” means a bona fide unsolicited written Acquisition Proposal (substituting “50%” for “25%” in the one handdefinition thereof) which the Parent Board or the Company Board, as applicable, has determined in good faith, after receiving the advice of its outside counsel and its outside financial advisor, taking into account all factors that the Parent Board or the Company Board considers relevant, including legal, financial, regulatory and other aspects of such offer or proposal and the person making the proposal, (i) would be more favorable, from a financial point of view, to the holders of the Parent Common Stock, in the case of Parent, or the holders of Company Common Stock, in the case of the Company, than the transactions contemplated by this Agreement (after taking into account any Affiliate or Representative proposed revisions to the terms of Stockholder on the other handthis Agreement) and (ii) is reasonably capable of being consummated.

Acquisition Proposals. (a) Stockholder agrees that neither it nor any of its controlled Affiliates (other than the Company or its Subsidiaries) No Bryn Mawr Entity shall, and it shall not authorize or permit cause its Representatives (it being understood that, for purposes hereof, a Representative of the Company shall not constitute a Representative of a Stockholder unless such Stockholder shall have separately engaged or directed such Person in his, her or its capacity as a stockholder of the Company and not as an officer, director or employee of the Company) to, directly or indirectly, (i) solicit, initiate, encourageencourage (including by providing information or assistance), solicit, assist, facilitate or induce or facilitate the making, submission or announcement of any Acquisition Inquiry or Acquisition Proposal; , (ii) engage or participate in any discussions or negotiations regarding, or furnish or otherwise provide access cause to any information regarding any Acquired Company be furnished to any Person any confidential or nonpublic information or data in connection with, or take any other action to facilitate any inquiries or the making of any offer or proposal that constitutes, or may reasonably be expected to lead to, an Acquisition Proposal, except to notify a Person that has made or, to the Knowledge of Bryn Mawr, is making inquiries with respect to, or is considering making, an Acquisition Proposal, of the existence of this Section 7.2, (iii) approve, agree to, accept, endorse or recommend any Acquisition Proposal, (iv) approve, agree to, accept, endorse or recommend, or propose to approve, agree to, accept, endorse or recommend any Acquisition Agreement contemplating or otherwise relating to any Acquisition Transaction, or (v) otherwise cooperate in any way with, or assist or participate in, or facilitate or encourage any effort or attempt by any Person to do or seek to do any of the foregoing. Without limiting the foregoing, it is agreed that any violation of the restrictions set forth in this Section 7.2 by any Subsidiary or Representative of Bryn Mawr shall constitute a breach of this Section 7.2 by Bryn Mawr. In addition to the foregoing, Bryn Mawr shall not submit to the vote of its shareholders any Acquisition Proposal other than the Merger. (b) Notwithstanding anything to the contrary in Section 7.2(a), if Bryn Mawr or any of its Representatives receives an unsolicited, bona fide written Acquisition Proposal by any Person at any time prior to the Bryn Mawr Shareholder Approval that did not result from or arise in connection with a breach of Section 7.2(a), Bryn Mawr and its Representatives may, prior to (but not after) the Bryn Mawr Meeting, take the following actions if the board of directors of Bryn Mawr (or any committee thereof) has (i) determined, in response its good faith judgment (after consultation with Bryn Mawr’s financial advisors and outside legal counsel), that such Acquisition Proposal constitutes or could reasonably be expected to lead to a Superior Proposal and that the failure to take such actions would reasonably likely cause it to violate its fiduciary duties under applicable Law, and (ii) obtained from such Person an executed confidentiality agreement containing terms at least as restrictive with respect to such Person as the terms of the Confidentiality Agreement is in each provision with respect to WSFS (and such confidentiality agreement shall not provide such Person with any exclusive right to negotiate with Bryn Mawr): (A) furnish information to (but only if Bryn Mawr shall have provided such information to WSFS prior to furnishing it to any Acquisition Inquiry or Acquisition Proposal; such Person), and (iiiB) engage in enter into discussions or and negotiations with any with, such Person with respect to any Acquisition Inquiry or Acquisition Proposal; or (iv) otherwise facilitate any effort or attempt to make or implement an Acquisition Inquiry or Acquisition Proposal or enter into any agreement in principlesuch unsolicited, letter of intent, memorandum of understanding, term sheet, acquisition agreement, option agreement, joint venture agreement, partnership agreement, merger agreement or other similar document or Contract relating to any Acquisition Inquiry or bona fide written Acquisition Proposal. (bc) Upon Promptly (but in no event more than 24 hours) following receipt of any Acquisition Proposal or any request for nonpublic information or any inquiry that could reasonably be expected to lead to any Acquisition Proposal, Bryn Mawr shall advise WSFS in writing of the execution hereofreceipt of such Acquisition Proposal, Stockholder request or inquiry, the name of the person making such Acquisition Proposal, request or inquiry, and the terms and conditions of such Acquisition Proposal, request or inquiry (including, in each case, the identity of the Person making any such Acquisition Proposal, request or inquiry), and Bryn Mawr shall as promptly as practicable provide to WSFS (i) a copy of such Acquisition Proposal, request or inquiry, if in writing, or (ii) a written summary of the material terms of such Acquisition Proposal, request or inquiry, if oral. Bryn Mawr shall provide WSFS as promptly as practicable (but in no event more than 24 hours) with notice setting forth all such information as is necessary to keep WSFS informed on a current basis of all developments, discussions, negotiations and communications regarding (including amendments or proposed amendments to) such Acquisition Proposal, request or inquiry. (d) Notwithstanding anything herein to the contrary, at any time prior to the Bryn Mawr Meeting, the board of directors of Bryn Mawr may make a Change in the Bryn Mawr Recommendation (including, for the avoidance of doubt, approving, endorsing or recommending any Acquisition Proposal), if (i) Bryn Mawr has received a Superior Proposal (after giving effect to the terms of any revised offer by WSFS pursuant to this Section 7.2(d)), and (ii) the board of directors of Bryn Mawr has determined in good faith, after consultation with outside legal counsel, that the failure to take such action would be a violation of the directors’ fiduciary duties under applicable Law; provided, that the board of directors of Bryn Mawr may not take the actions set forth in this Section 7.2(d) unless: (i) Bryn Mawr has complied in all material respects with this Section 7.2; (ii) Bryn Mawr has provided WSFS at least five Business Days prior written notice of its intention to take such action and a reasonable description of the events or circumstances giving rise to its determination to take such action (including all necessary information under Section 7.2(c)); (iii) during such five Business Day period, Bryn Mawr has and has caused its financial advisors and outside legal counsel to, consider and negotiate with WSFS in good faith (to the extent WSFS desires to so negotiate) regarding any proposals, adjustments or modifications to the terms and conditions of this Agreement proposed by WSFS; and (iv) the board of directors of Bryn Mawr has determined in good faith, after consultation with outside legal counsel and considering the results of such negotiations and giving effect to any proposals, amendments or modifications proposed to by WSFS, if any, that such Superior Proposal remains a Superior Proposal and that failure to make a Change in the Bryn Mawr Recommendation would be a violation of the director’s fiduciary duties under applicable Law and, in which event, the board of directors of Bryn Mawr may communicate the basis for its lack of Bryn Mawr Recommendation to its shareholders in the Joint Proxy/Prospectus or an appropriate amendment or supplement thereto to the extent required by Law; provided, that the resolution approving this Agreement as of the date hereof may not be rescinded or amended. Any material amendment to any Superior Proposal, will be deemed to be a new Superior Proposal for purposes of this Section 7.2(d) and will require a new determination and notice period as referred to in this Section 7.2(d). (e) Notwithstanding anything herein to the contrary, at any time prior to the WSFS Meeting, the board of directors of WSFS may make a Change in the WSFS Recommendation, if the board of directors of WSFS has determined in good faith, after consultation with outside legal counsel, that the failure to take such action would be a violation of the directors’ fiduciary duties under applicable Law; provided, that the board of directors of WSFS may not take the actions set forth in this Section 7.2(e) unless: (i) WSFS has provided Bryn Mawr at least five Business Days prior written notice of its intention to take such action and a reasonable description of the events or circumstances giving rise to its determination to take such action; (ii) during such five Business Day period, WSFS has and has caused its financial advisors and outside legal counsel to, consider and negotiate with Bryn Mawr in good faith (to the extent Bryn Mawr desires to so negotiate) regarding any proposals, adjustments or modifications to the terms and conditions of this Agreement proposed by Bryn Mawr; and (iii) the board of directors of WSFS has determined in good faith, after consultation with outside legal counsel and considering the results of such negotiations and giving effect to any proposals, amendments or modifications proposed by Bryn Mawr, if any, that failure to make a Change in the WSFS Recommendation would be a violation of the director’s fiduciary duties under applicable Law and, in which event, the board of directors of WSFS may communicate the basis for its lack of WSFS Recommendation to its stockholders in the Joint Proxy/Prospectus or an appropriate amendment or supplement thereto to the extent required by Law; provided, that the resolution approving this Agreement as of the date hereof may not be rescinded or amended. (f) Bryn Mawr and Bryn Mawr Subsidiaries shall, and Bryn Mawr shall direct its Representatives to, (i) immediately cease and cause to be terminated any and all existing activities, discussions or negotiations with any parties (other than Parent and its Affiliates) Persons conducted heretofore with respect to any offer or proposal that constitutes, or may reasonably be expected to lead to, an Acquisition Inquiry Proposal, (ii) request the prompt return or Acquisition Proposal or sale destruction of Shares held by Stockholder, and shall refrain from engaging in any future discussions or negotiations between Stockholder and all confidential information previously furnished to any Person (other than Parent WSFS and its AffiliatesRepresentatives) that has made or indicated an intention to make an Acquisition Proposal, and (iii) not waive or amend any “standstill” provision or provisions of similar effect to which it is a party or of which it is a beneficiary and shall strictly enforce any such provisions. (g) Nothing contained in this Agreement shall prevent Bryn Mawr or its board of directors from complying with Rule 14d-9 and Rule 14e-2 under the Exchange Act or Item 1012(a) of Regulation M-A with respect to an Acquisition Proposal or from making any sale of any Shares held by Stockholder (other than to state that Stockholder is currently not permitted to engage in such discussions or negotiations). (c) Notwithstanding the foregoing, the restrictions in this Section 5.2 shall not apply (i) with respect to any discussions or negotiations with respect legally required disclosure to the transfer stockholders of Shares permitted by Section 2.3Bryn Mawr; provided, that such rules will in no way eliminate or (ii) with respect modify the effect that any action pursuant to any discussions between the Stockholder, on the one hand, and any Affiliate or Representative of Stockholder on the other handsuch rules would otherwise have under this Agreement.

Acquisition Proposals. (a) Stockholder agrees that neither it nor any of its controlled Affiliates (other than the The Company or its Subsidiaries) shall, and shall not authorize or permit its Representatives (it being understood that, for purposes hereof, a Representative of the Company shall not constitute a Representative of a Stockholder unless such Stockholder shall have separately engaged or directed such Person in his, her or its capacity as a stockholder of the Company and not as an officer, director or employee of the Company) to, directly or indirectly, (i) initiate, encourage, solicit, assist, induce or facilitate the making, submission or announcement of any Acquisition Inquiry or Acquisition Proposal; (ii) furnish or otherwise provide access to any information regarding any Acquired Company to any Person in connection with or in response to any Acquisition Inquiry or Acquisition Proposal; (iii) engage in discussions or negotiations with any Person with respect to any Acquisition Inquiry or Acquisition Proposal; or (iv) otherwise facilitate any effort or attempt to make or implement an Acquisition Inquiry or Acquisition Proposal or enter into any agreement in principle, letter of intent, memorandum of understanding, term sheet, acquisition agreement, option agreement, joint venture agreement, partnership agreement, merger agreement or other similar document or Contract relating to any Acquisition Inquiry or Acquisition Proposal. (b) Upon the execution hereof, Stockholder shall will immediately cease and cause to be terminated all existing any activities, discussions or negotiations conducted before the date of this Agreement with any parties (Persons other than Parent and its Affiliates) conducted heretofore Acquiror with respect to any Acquisition Inquiry or Proposal. The Company will within one (1) Business Day advise Acquiror following receipt of any Acquisition Proposal or sale and the substance thereof (including the identity of Shares held by Stockholderthe Person making such Acquisition Proposal), and shall refrain from engaging will keep Acquiror apprised of any related developments, discussions and negotiations (including the material terms and conditions of the Acquisition Proposal) on a current basis. (b) The Company agrees that it will not, and will cause its respective Subsidiaries and its and its Subsidiaries’ officers, directors, agents, advisors and affiliates not to, initiate, solicit, encourage or knowingly facilitate inquiries or proposals with respect to, or engage in any future negotiations concerning, or provide any confidential or nonpublic information or data to, or have any discussions with, any Person relating to any Acquisition Proposal (other than contacting a Person for the sole purpose of seeking clarification of the terms and conditions of such Acquisition Proposal); provided that, in the event the Company receives an unsolicited bona fide Acquisition Proposal from a Person other than Acquiror after the execution of this Agreement, and the Company Board concludes in good faith and consistent with the advice of outside legal counsel that such Acquisition Proposal constitutes a Superior Proposal or would reasonably be likely to result in a Superior Proposal and, after considering the advice of outside counsel, that failure to take such actions would be reasonably likely to result in a violation of the directors’ fiduciary duties under the IBCA, the Company may: (i) furnish information with respect to it to such Person making such Acquisition Proposal pursuant to a customary confidentiality agreement (subject to the requirement that any such information not previously provided to Acquiror shall be promptly furnished to Acquiror); (ii) participate in discussions or negotiations between Stockholder regarding such Acquisition Proposal; and any Person (other than Parent and its Affiliatesiii) terminate this Agreement in order to concurrently enter into an agreement with respect to any sale such Acquisition Proposal; provided, however, that the Company may not terminate this Agreement pursuant to this Section 5.9 unless and until (x) five (5) Business Days have elapsed following the delivery to the other party of any Shares held a written notice of such determination by Stockholder the Company Board and, during such five (other than to state that Stockholder is currently not permitted 5) Business Day period, the parties cooperate with one another with the intent of enabling the parties to engage in good faith negotiations so that the Contemplated Transactions may be effected, and (y) at the end of such discussions or negotiations). five (c5) Notwithstanding the foregoingBusiness Day period, the restrictions Company continues, in this Section 5.2 shall not apply (i) good faith and after consultation with respect outside legal counsel and financial advisors, to any discussions or negotiations with respect believe that a Superior Proposal continues to the transfer of Shares permitted by Section 2.3, or (ii) with respect to any discussions between the Stockholder, on the one hand, and any Affiliate or Representative of Stockholder on the other handexist.

Acquisition Proposals. (a) Stockholder agrees that From the date of this Agreement until the Closing Date or, if earlier, the termination of this Agreement, neither it the Acquiror nor any of its controlled Affiliates (other than the Company or its Subsidiaries) shallAcquiror Principal Shareholder will, and shall not neither the Acquiror nor any Acquiror Principal Shareholder will authorize or permit its Representatives (it being understood that, for purposes hereof, a Representative the any representative of the Company shall not constitute a Representative of a Stockholder unless such Stockholder shall have separately engaged Acquiror or directed such Person in his, her or its capacity as a stockholder of the Company and not as an officer, director or employee of the Company) any Acquiror Principal Shareholder to, directly or indirectly, : (i) solicit, initiate, knowingly encourage, solicit, assist, induce or facilitate the making, submission or announcement of any Acquisition Inquiry Competing Transaction Proposal from any Person (other than Acquiree or Acquisition the Acquiree Shareholders, a “Third Party”) or take any action that could reasonably be expected to lead to a Competing Transaction Proposal; , (ii) furnish or otherwise provide access to any information regarding any Acquired Company the Acquiror to any Person Third Party in connection with or in response to any Acquisition Inquiry a Competing Transaction Proposal or Acquisition Proposal; an inquiry or indication of interest, (iii) engage in or continue any discussions or negotiations with any Person Third Party with respect to any Acquisition Inquiry or Acquisition Competing Transaction Proposal; or , (iv) otherwise facilitate approve, endorse or recommend any effort or attempt to make or implement an Acquisition Inquiry or Acquisition Competing Transaction Proposal or (v) enter into any agreement in principle, letter of intent, memorandum of understanding, term sheet, acquisition agreement, option agreement, joint venture agreement, partnership agreement, merger agreement intent or other similar document or any Contract contemplating or otherwise relating to any Acquisition Inquiry or Acquisition Competing Transaction Proposal. (b) Upon Concurrently with the execution hereofof this Agreement, Stockholder Acquiror and the Acquiror Principal Shareholders shall (i) immediately cease and cause to be terminated all any existing activities, discussions or negotiations with any parties (other than Parent and its Affiliates) conducted heretofore with respect Person that relate to any Acquisition Inquiry or Acquisition Proposal or sale of Shares held by Stockholder, and shall refrain from engaging in any future discussions or negotiations between Stockholder and any Person (other than Parent and its Affiliates) with respect to any sale of any Shares held by Stockholder (other than to state that Stockholder is currently not permitted to engage in such discussions or negotiations). (c) Notwithstanding the foregoing, the restrictions in this Section 5.2 shall not apply (i) with respect to any discussions or negotiations with respect to the transfer of Shares permitted by Section 2.3, or Competing Transaction Proposal; (ii) as soon as practicable request each Person that has executed, within twelve (12) months prior to the date of this Agreement, a confidentiality agreement in connection with respect its consideration of a possible Competing Transaction Proposal to return or destroy all confidential information relating to the Acquiror heretofore furnished to such Person by or on behalf of any discussions Acquiror Principal Shareholder or the Acquiror, subject to whatever rights, if any, that such Person has to retain any such information or avoid any demand for its return or destruction pursuant to the terms of the confidentiality agreement between the Stockholder, on the one hand, such Person and any Affiliate Acquiror Principal Shareholder or Representative of Stockholder on the Acquiror; and (iii) cause any physical or virtual data room containing any such information to no longer be accessible to or by any Person other handthan Acquiree, the Acquiree Shareholders and their respective representatives.

Acquisition Proposals. (a) From the date hereof until the Termination Date, each Stockholder hereby covenants and agrees that neither it nor any of such Stockholder shall not, and shall cause its controlled Affiliates (other than the Company or and its Subsidiaries) shalland their directors, officers, employees not to, and shall not authorize or permit instruct and use its reasonable best efforts to cause its and its controlled Affiliates’ other Representatives (it being understood thatin each case, for purposes hereof, a Representative in their capacities as representatives of the Company shall Stockholder) not constitute a Representative of a Stockholder unless such Stockholder shall have separately engaged or directed such Person in his, her or its capacity as a stockholder of the Company and not as an officer, director or employee of the Company) to, directly or indirectly, indirectly (i) (1) solicit, initiate, encouragepropose, solicit, assist, knowingly induce or facilitate the making, submission or announcement of, or knowingly encourage, facilitate or assist, any inquiry, proposal, indication of any Acquisition Inquiry interest or offer that constitutes or would reasonably be expected to lead to, an Acquisition Proposal; (ii) furnish or otherwise provide access to any information regarding any Acquired Company to any Person (other than Parent, Merger Sub or any designees of Parent or Merger Sub) any non-public information relating to the Company or any of its Subsidiaries or afford to any Person access to the business, properties, assets, books, records or personnel, of the Company or any of its Subsidiaries, in any such case in connection with or in response to any Acquisition Inquiry Proposal or any inquiry, proposal, indication of interest or offer that would reasonably be expected to lead to an Acquisition Proposal; (iii) participate or engage in or continue discussions or negotiations with any Person with respect relating to an Acquisition Proposal (or inquiries, proposals, indications of interest or offers that would reasonably be expected to lead to an Acquisition Proposal) (in each case, other than informing such Persons of the existence of the provisions contained in this Section 3.1 and contacting the Person who has made any Acquisition Inquiry Proposal solely in order to clarify the terms of the Acquisition Proposal in connection with determining whether the Acquisition Proposal constitutes or would be reasonably expected to lead to a Superior Proposal); (iv) approve, endorse or recommend an Acquisition Proposal; or (ivv) otherwise facilitate any effort or attempt to make or implement an Acquisition Inquiry or Acquisition Proposal or enter into any agreement in principle, letter of intent, memorandum of understanding, term sheetmerger agreement, acquisition agreement, option agreement, joint venture agreement, partnership agreement, merger agreement or other similar document or Contract relating to any an Acquisition Inquiry or Acquisition Proposal. (b) Upon Transaction. Immediately upon the execution hereofof this Agreement, each Stockholder will cease and shall cause each of its controlled Affiliates and each of its and its controlled Affiliates’ directors, officers and employees to, and shall instruct and use its reasonable best efforts to cause its and its controlled Affiliates’ other Representatives to immediately cease and cause to be terminated all existing activitiesany discussions, discussions communications or negotiations with any parties (other than Parent and its Affiliates) conducted heretofore with respect to any Acquisition Inquiry or Acquisition Proposal or sale of Shares held by Stockholder, and shall refrain from engaging in any future discussions or negotiations between Stockholder and any Person (other than the parties hereto and their respective Representatives) relating to an Acquisition Proposal (or inquiries, proposals, indications of interest or offers that could reasonably be expected to lead to an Acquisition Proposal). Notwithstanding anything in this Section 3.1 to the contrary, each Stockholder may, at the Company’s request and with substantially concurrent notice to Parent and its Affiliates) (which notice shall include the identity of the Person who has made the applicable Acquisition Proposal), engage in discussions with any Person who has made an Acquisition Proposal with respect to any sale which the Company Board is engaging in negotiations or discussions pursuant to and in compliance with Section 5.3 of any Shares held by Stockholder (other than to state that Stockholder is currently not permitted to engage in the Merger Agreement, solely for the purpose of entering into a voting agreement with such discussions or negotiations). (c) Notwithstanding the foregoing, the restrictions in this Section 5.2 shall not apply (i) with respect to any discussions or negotiations with respect Person on substantially similar terms to the transfer of Shares permitted by Section 2.3, or (ii) with respect to any discussions between the Stockholder, on the one hand, and any Affiliate or Representative of Stockholder on the other handterms hereof.

Acquisition Proposals. Except in connection with the --------------------- transactions contemplated hereby, none of the Seller, an Asset Seller, any Subsidiary or any Affiliate, agent, representative, employee, officer or director of the Seller, an Asset Seller or any Subsidiary shall (a) Stockholder agrees that neither it nor take any action to solicit, initiate submission of its controlled Affiliates or knowingly encourage any Acquisition Proposal, (b) participate in any substantive discussions or negotiations regarding an Acquisition Proposal with any Person other than the Company Purchaser and its representatives, (c) furnish any information with respect to or its Subsidiaries) shallafford access to the properties, and shall not authorize books or permit its Representatives (it being understood that, for purposes hereof, a Representative records of the Company shall not constitute a Representative of a Stockholder unless such Stockholder shall have separately engaged or directed such Person in his, her or its capacity as a stockholder of the Company and not as an officer, director or employee of the Company) to, directly or indirectly, (i) initiate, encourage, solicit, assist, induce or facilitate the making, submission or announcement of any Acquisition Inquiry or Acquisition Proposal; (ii) furnish or otherwise provide access to any information regarding any Acquired Company Electrophysiology Business to any Person in connection with or in response to any an Acquisition Inquiry or Acquisition Proposal; (iii) engage in discussions or negotiations with any Person with respect to any Acquisition Inquiry or Acquisition Proposal; Proposal other than the Purchaser and its representatives or (ivd) otherwise knowingly cooperate in any way with, or knowingly assist or participate in, facilitate or encourage, any effort or attempt to make or implement an Acquisition Inquiry or Acquisition Proposal or enter into by any agreement in principle, letter of intent, memorandum of understanding, term sheet, acquisition agreement, option agreement, joint venture agreement, partnership agreement, merger agreement or other similar document or Contract relating to any Acquisition Inquiry or Acquisition Proposal. (b) Upon the execution hereof, Stockholder shall immediately cease and cause to be terminated all existing activities, discussions or negotiations with any parties (Person other than Parent by the Purchaser and its Affiliates) conducted heretofore representatives to do or seek any of the foregoing. The Seller shall promptly notify the Purchaser upon receipt of any offer with respect to any Acquisition Inquiry or an Acquisition Proposal or sale of Shares held by Stockholder, and shall refrain from engaging not accept any such offer for so long as this Agreement remains in effect. For purposes hereof, an "Acquisition Proposal" shall include any future discussions acquisition or negotiations between Stockholder and -------------------- purchase by a Person who is not an Affiliate of the Purchaser of all or a portion of the Shares, the Second Tier Shares, the Transferred Assets or any Person (other than Parent and its Affiliates) equity interest in the Electrophysiology Business, any merger or business combination with respect to any sale Subsidiary or Asset Seller, any public or private offering of capital stock of any Shares held by Stockholder Subsidiary (other than to state that Stockholder is currently not permitted to engage in such discussions or negotiationsany security convertible into or exchangeable or exercisable for capital stock of any Subsidiary). (c) Notwithstanding the foregoing, the restrictions in this Section 5.2 shall not apply (i) with respect to any discussions or negotiations with respect to the transfer of Shares permitted by Section 2.3, or (ii) any other acquisition involving the Electrophysiology Business, except for any acquisition or purchase of inventory of the Electrophysiology Business in the ordinary course of business consistent with respect to any discussions between the Stockholder, on the one hand, and any Affiliate or Representative of Stockholder on the other handpast practice.

Acquisition Proposals. (a) Stockholder agrees that neither it nor any of its controlled Affiliates (other than the Company or its Subsidiaries) shallGAFC shall not, and shall not authorize or permit any of its Representatives (it being understood thatSubsidiaries or any of its Subsidiaries' officers, for purposes hereofdirectors or employees or any investment banker, a Representative financial advisor, attorney, accountant or other representative retained by GAFC or any of the Company shall not constitute a Representative of a Stockholder unless such Stockholder shall have separately engaged or directed such Person in his, her or its capacity as a stockholder of the Company and not as an officer, director or employee of the Company) Subsidiaries to, directly or indirectly, (i) initiate, encourage, solicit, assistinitiate or encourage (including by way of furnishing non-public information), induce or facilitate take any other action to facilitate, any inquiries, discussions or the making, submission or announcement making of any Acquisition Inquiry proposal that constitutes or could reasonably be expected to lead to an Acquisition Proposal; , (ii) furnish participate in any discussions or negotiations, or otherwise provide access to communicate in any information way with any person (other than Acquisition Corp.), regarding any Acquired Company to any Person in connection with an Acquisition Proposal or in response to any Acquisition Inquiry or Acquisition Proposal; (iii) engage in discussions or negotiations with any Person with respect to any Acquisition Inquiry or Acquisition Proposal; or (iv) otherwise facilitate any effort or attempt to make or implement an Acquisition Inquiry or Acquisition Proposal or enter into or consummate any agreement in principle, letter of intent, memorandum of understanding, term sheet, acquisition agreement, option agreementarrangement or understanding requiring it to abandon, joint venture agreementterminate or fail to consummate the transactions contemplated hereby. Without limiting the foregoing, partnership agreementit is understood that any violation of the restrictions set forth in the preceding sentence by any officer, merger agreement director or employee of GAFC or any of the Subsidiaries or any investment banker, financial advisor, attorney, accountant or other similar document representative retained by GAFC or Contract relating any of its Subsidiaries shall be deemed to any Acquisition Inquiry or Acquisition Proposalbe a breach of this Section 5.1 by GAFC. (b) Upon the execution hereof, Stockholder shall GAFC will immediately cease and cause to be terminated all any existing activities, discussions or negotiations with any parties (other than Parent and its Affiliates) conducted heretofore prior to the date of this Agreement with respect to any Acquisition Inquiry of the foregoing. GAFC will take the necessary steps to inform the appropriate individuals or Acquisition Proposal or sale entities referred to in the first sentence of Shares held by Stockholder, and shall refrain from engaging Section 5.1(a) of the obligations undertaken in any future discussions or negotiations between Stockholder and any Person this Section 5.1. GAFC will promptly request each person (other than Parent and Acquisition Corp.) that has executed a confidentiality agreement in the 12 months prior to the date hereof in connection with its Affiliates) consideration of a business combination with respect GAFC or any of its Subsidiaries to return or destroy all confidential information previously furnished to such person by or on behalf of GAFC or any sale of any Shares held by Stockholder (other than to state that Stockholder is currently not permitted to engage in such discussions or negotiations). (c) Notwithstanding the foregoing, the restrictions in this Section 5.2 its Subsidiaries. GAFC shall not apply (i) with respect to release any discussions or negotiations with respect to the transfer of Shares permitted by Section 2.3third party from, or (ii) with respect waive any provisions of, any confidentiality agreements or standstill agreement to which it or any discussions between the Stockholder, on the one hand, and any Affiliate or Representative of Stockholder on the other handits Subsidiaries is a party.

Acquisition Proposals. (a) Stockholder agrees that neither it nor any From the date of this Agreement until the earlier to occur of the Closing or the termination of this Agreement in accordance with its controlled Affiliates (other than the Company or its Subsidiaries) shallterms, except as permitted by this Agreement, Roselle shall not, and shall not authorize or permit any of its Representatives (officers, directors or employees or any investment banker, financial advisor, agent, accountant or other representative retained by it being understood that, for purposes hereof, a Representative of the Company shall not constitute a Representative of a Stockholder unless such Stockholder shall have separately engaged or directed such Person in his, her or its capacity as a stockholder of the Company and not as an officer, director or employee of the Company) to, directly or indirectlyindirectly to, (i) initiatesolicit, initiate or encourage, solicitor take any other action to facilitate, assistany inquiries, induce discussions or facilitate the making, submission or announcement making of any Acquisition Inquiry proposal that constitutes or could reasonably be expected to lead to an Acquisition Proposal; , (ii) furnish any information or otherwise provide access data regarding Roselle to any information regarding any Acquired Company to any Person person in connection with or in response to any an Acquisition Inquiry Proposal or an inquiry or indication of interest that would reasonably be expected to lead to an Acquisition Proposal; , (iii) engage participate in any discussions or negotiations negotiations, or otherwise communicate in any way with any Person with respect to any Acquisition Inquiry or person (other than Columbia), regarding an Acquisition Proposal; or (iv) otherwise facilitate approve, endorse or recommend any effort or attempt to make or implement an Acquisition Inquiry or Acquisition Proposal or (v) enter into or consummate any agreement in principle, letter of intent, memorandum of understanding, term sheet, acquisition agreement, option agreementarrangement or understanding requiring it to abandon, joint venture agreementterminate or fail to consummate the transactions contemplated hereby. Without limiting the foregoing, partnership agreementit is understood that any violation of the restrictions set forth in the preceding sentence by any officer, merger agreement director or employee of Roselle or any investment banker, financial advisor, agent, accountant or other similar document representative retained by Roselle shall be deemed to be a breach of this Section 5.1 by Roselle. Notwithstanding the foregoing, prior to the adoption and approval of this Agreement by Roselle Bank’s depositors at a meeting of the depositors of Roselle, if required under applicable Law, this Section 5.1(a) shall not prohibit Roselle from furnishing nonpublic information regarding Roselle to, or Contract relating entering into discussions or negotiations, or otherwise communicate in any way with, any person in response to an unsolicited Acquisition Proposal that is submitted to Roselle by such person (and not withdrawn) if (1) the Acquisition Proposal constitutes or is reasonably expected to result in a Superior Proposal, (2) Roselle has not breached any Acquisition Inquiry of the covenants set forth in this Section 5.1, (3) Roselle’s Board of Directors determines in good faith, after consultation with and based upon the advice of its outside legal counsel, that such action is required in order for the Board of Directors to comply with its fiduciary obligations under applicable law, and (4) at least three (3) Business Days prior to furnishing any non-public information to, or Acquisition Proposalentering into discussions or negotiations, or otherwise communicating in any way with, such person, Roselle gives Columbia written notice of the identity of such person and of Roselle’s intention to furnish non-public information to, or enter into discussions with, such person and Roselle receives from such person an executed confidentiality agreement on terms no more favorable to such person than the confidentiality agreement between Columbia and Roselle. (b) Upon Roselle will notify Columbia Financial immediately orally (within twenty-four (24) hours) and in writing (within forth-eight (48) hours) of receipt of any Acquisition Proposal, any request for non-public information that could reasonably be expected to lead to an Acquisition Proposal, or any inquiry with respect to or that could reasonably be expected to lead to an Acquisition Proposal, including, in each case, the execution hereofidentity of the person making such Acquisition Proposal, Stockholder request or inquiry and the terms and conditions thereof, and shall provide to Columbia any written materials received by Roselle in connection therewith. Roselle will keep Columbia informed of any developments with respect to any such Acquisition Proposal, request or inquiry immediately upon the occurrence thereof. (c) Roselle will immediately cease and cause to be terminated all any existing activities, discussions or negotiations with any parties (other than Parent and its Affiliates) conducted heretofore prior to the date of this Agreement with respect to any Acquisition Inquiry or Acquisition Proposal or sale of Shares held by Stockholder, and shall refrain from engaging in any future discussions or negotiations between Stockholder and any Person (other than Parent and its Affiliates) with respect to any sale of any Shares held by Stockholder (other than to state that Stockholder is currently not permitted to engage in such discussions or negotiations). (c) Notwithstanding the foregoing, the restrictions in this Section 5.2 . Roselle shall not apply (i) with respect to release any discussions or negotiations with respect to the transfer of Shares permitted by Section 2.3third party from, or (ii) with respect waive any provisions of, any confidentiality agreements or standstill agreement to any discussions between which it is a party and will enforce or cause to be enforced each such agreement at the Stockholder, on the one hand, and any Affiliate or Representative request of Stockholder on the other handColumbia.

Acquisition Proposals. (a) Stockholder agrees Wyndham represents and warrants that neither it has terminated any discussions or negotiations relating to, or that may reasonably be expected to lead to, any Acquisition Proposal (as defined below). From and after the date hereof until the termination of this Agreement, Wyndham shall not, nor shall it permit any of its controlled Affiliates (other than the Company or its Subsidiaries) shallWyndham Subsidiaries to, and nor shall not it authorize or permit its Representatives (it being understood thatany officer, for purposes hereofdirector, a Representative employee, agent, advisor or representative of, Wyndham or any of the Company shall not constitute a Representative of a Stockholder unless such Stockholder shall have separately engaged or directed such Person in his, her or its capacity as a stockholder of the Company and not as an officer, director or employee of the Company) Wyndham Subsidiaries to, directly or indirectly, indirectly (i) initiate, encourage, solicit, assistinitiate or encourage the submission of, induce any inquiries, proposals or facilitate the making, submission or announcement of offers from any Acquisition Inquiry or person relating to an Acquisition Proposal; , (ii) furnish or otherwise provide access to enter into any information regarding any Acquired Company to any Person in connection with or in response to any Acquisition Inquiry or Acquisition Proposal; (iii) engage in discussions or negotiations with any Person agreement with respect to any Acquisition Inquiry Proposal, or (iii) enter into, engage in, or participate or continue in, any discussions or negotiations regarding, or furnish to any person any information with respect to, or take any other action to facilitate any inquiries or the making of any proposal that constitutes, or would reasonably be expected to lead to, any Acquisition Proposal; . Notwithstanding anything to the contrary in this Agreement, Wyndham may (A) furnish information to, or (iv) otherwise facilitate participate in discussions or negotiations with, any effort person or attempt entity that makes or expresses a bona fide intention to make an unsolicited proposal to acquire Wyndham and/or any of the Wyndham Subsidiaries pursuant to a merger, consolidation, share exchange, business combination, tender or implement an Acquisition Inquiry or Acquisition Proposal or enter into any agreement in principle, letter of intent, memorandum of understanding, term sheet, acquisition agreement, option agreement, joint venture agreement, partnership agreement, merger agreement exchange offer or other similar document transaction if the Board of Directors of Wyndham determines, based on the advice of its outside legal counsel (the "Wyndham Legal Counsel"), that such action is necessary in order to comply with the directors' fiduciary duties to the stockholders of Wyndham under applicable law; provided, however, that prior to Wyndham's furnishing such information or Contract participating in such discussions or negotiations, such person or entity shall have executed a confidentiality and standstill agreement with Wyndham having terms substantially similar to those contained in that certain letter agreement dated January 27, 1997 (the "Patriot Confidentiality Agreement") between Patriot and Wyndham relating to any Acquisition Inquiry or the provision of Evaluation Material (as defined in the Patriot Confidentiality Agreement) by Wyndham to Patriot and (B) comply with Rules 14d-9 and 14e-2 promulgated under the Exchange Act with respect to an Acquisition Proposal. (b) Upon As used herein, the execution hereofterm "Acquisition Proposal" shall mean any proposed or actual (i) merger, Stockholder consolidation or similar transaction involving Wyndham, (ii) sale, lease or other disposition, directly or indirectly, by merger, consolidation, share exchange or otherwise, of any assets of Wyndham or the Wyndham Subsidiaries representing 15% or more of the consolidated assets of Wyndham and the Wyndham Subsidiaries, (iii) issue, sale or other disposition of (including by way of merger, consolidation, share exchange or any similar transaction) securities (or options, rights or warrants to purchase, or securities convertible into, such securities) representing 15% or more of the votes attached to the outstanding securities of Wyndham, (iv) transaction in which any person shall immediately cease and cause acquire beneficial ownership (as such term is defined in Rule 13d-3 under the Exchange Act), or the right to be terminated all existing activitiesacquire beneficial ownership, discussions or negotiations with any parties "group" (as such term is defined under the Exchange Act) shall have been formed which beneficially owns or has the right to acquire beneficial ownership of, 15% or more of the outstanding shares of Wyndham Common Stock, (v) recapitalization, restructuring, liquidation, dissolution, or other than Parent and its Affiliates) conducted heretofore similar type of transaction with respect to Wyndham or any Acquisition Inquiry or Acquisition Proposal or sale of Shares held by Stockholder, and shall refrain from engaging in any future discussions or negotiations between Stockholder and any Person (other than Parent and its Affiliates) with respect to any sale of any Shares held by Stockholder (other than to state that Stockholder is currently not permitted to engage in such discussions or negotiations). (c) Notwithstanding the foregoing, the restrictions in this Section 5.2 shall not apply (i) with respect to any discussions or negotiations with respect to the transfer of Shares permitted by Section 2.3Wyndham Subsidiaries, or (iivi) with respect transaction which is similar in form, substance or purpose to any discussions between of the Stockholderforegoing transactions; provided, on however, that the one hand, term "Acquisition Proposal" shall not include the Merger and any Affiliate or Representative of Stockholder on the other handtransactions contemplated thereby.

Acquisition Proposals. (a) Stockholder Without limiting GBC's other obligations under this Agreement (including under Article VI hereof), subject to Section 7.5(c) below, GBC agrees that from and after the date of this Agreement until the earlier of the Effective Time or the termination of this Agreement in accordance with Article IX, neither it nor any of its controlled Affiliates Subsidiaries shall, and it shall use its reasonable best efforts to cause its and its Subsidiaries' officers, directors, employees, agents and representatives (other than the Company including any investment banker, attorney or accountant retained by it or any of its Subsidiaries) shall, and shall not authorize or permit its Representatives (it being understood that, for purposes hereof, a Representative of the Company shall not constitute a Representative of a Stockholder unless such Stockholder shall have separately engaged or directed such Person in his, her or its capacity as a stockholder of the Company and not as an officer, director or employee of the Company) to, directly or indirectly, (i) initiate, encourage, solicit, assist, induce encourage or knowingly facilitate (including by way of furnishing information) any inquiries or the making, submission or announcement making of any proposal or offer with respect to, or a transaction to effect, any GBC Acquisition Inquiry or Acquisition Proposal; Proposal (as defined below), (ii) furnish have any discussions with or otherwise provide access to any confidential information regarding any Acquired Company or data to any Person in connection with or in response relating to any Acquisition Inquiry or a GBC Acquisition Proposal; (iii) , or engage in discussions or any negotiations with any Person with respect to any Acquisition Inquiry or concerning a GBC Acquisition Proposal; , or (iv) otherwise knowingly facilitate any effort or attempt to make or implement an a GBC Acquisition Inquiry Proposal, (iii) approve, recommend, agree to or accept, or propose publicly to approve, recommend, agree to or accept, any GBC Acquisition Proposal Proposal, (iv) approve, recommend, agree to or accept, or propose to approve, recommend, agree to or accept, or execute or enter into into, any letter of intent, agreement in principle, letter of intent, memorandum of understanding, term sheetmerger agreement, acquisition agreement, option agreement, joint venture agreement, partnership agreement, merger agreement or other similar document or Contract relating agreement related to any GBC Acquisition Inquiry Proposal or Acquisition Proposal(v) waive, amend, modify or grant any release under any standstill or similar agreement or confidentiality agreement (other than the Confidentiality Agreement) to which it or any of its Subsidiaries is a party. Without limiting the foregoing, it is agreed that any violation of the restrictions set forth in the preceding sentence by any of GBC's Subsidiaries or any of GBC's or its Subsidiaries' officers, directors, employees, agents or representatives (including any investment banker, attorney or accountant retained by GBC or its Subsidiaries) shall be a breach of this Section 7.5(a) by GBC. (b) Upon For purposes of this Agreement, "GBC Acquisition Proposal" means any inquiry, proposal or offer from any Person with respect to (A) a merger, reorganization, share exchange, consolidation, business combination, recapitalization, liquidation, dissolution or similar transaction involving GBC or any of its Significant Subsidiaries (as defined in Rule 1-02 of Regulation S-X of the execution hereofSEC), Stockholder shall immediately cease (B) any direct or indirect purchase or sale, lease, exchange, transfer or other disposition of 15% or more of the consolidated assets (including stock of GBC's Subsidiaries) of GBC and cause to be terminated all existing activitiesits Subsidiaries, discussions taken as a whole, or negotiations (C) any direct or indirect purchase or sale of, or tender or exchange offer for, or similar transaction with respect to, the equity securities of GBC that, if consummated, would result in any parties Person (or the stockholders of such Person) beneficially owning securities representing 15% or more of the total voting power of GBC (or of the surviving parent entity in such transaction), including in the case of each of clauses (A) through (C), any single or multi-step transaction or series of related transactions (other than Parent and its Affiliates) conducted heretofore with respect to any Acquisition Inquiry an inquiry, proposal or Acquisition Proposal offer made by Fortune or sale of Shares held by Stockholder, and shall refrain from engaging in any future discussions or negotiations between Stockholder and any Person (other than Parent and its Affiliates) with respect to any sale of any Shares held by Stockholder (other than to state that Stockholder is currently not permitted to engage in such discussions or negotiationsa Subsidiary thereof). (c) Notwithstanding the foregoing, the restrictions in this Section 5.2 shall not apply (i) with respect to any discussions or negotiations with respect to the transfer of Shares permitted by Section 2.3, or (ii) with respect to any discussions between the Stockholder, on the one hand, and any Affiliate or Representative of Stockholder on the other hand.

Acquisition Proposals. (a) Except as expressly permitted under Section 3(b) hereof, each Stockholder agrees that neither it nor any of its controlled Affiliates (other than the Company or its Subsidiaries) shall, shall not and shall not authorize or permit use its reasonable best efforts to cause its Representatives (it being understood that, for purposes hereof, a Representative of the Company shall not constitute a Representative of a Stockholder unless such Stockholder shall have separately engaged or directed such Person in his, her or its capacity as a stockholder of the Company and not as an officer, director or employee of the Company) to, directly or indirectly, (i) initiate, encourage, solicit, assistinitiate, induce or knowingly facilitate or encourage any inquiries or the making, submission or announcement making of any Acquisition Inquiry proposal or Acquisition offer that constitutes or would reasonably be expected to lead to an Alternative Transaction Proposal; , (ii) furnish other than to inform any Person of the existence of the provisions contained in this Section 3, enter into, continue or otherwise provide access to participate in any information regarding any Acquired Company discussions or negotiations regarding, or furnish to any Person any information with respect to, or knowingly cooperate in connection with any way that would otherwise reasonably be expected to lead to an Alternative Transaction Proposal or in response to any Acquisition Inquiry or Acquisition Proposal; (iii) engage in discussions approve or negotiations recommend, or make any public statement approving or recommending, any inquiry, proposal or offer that constitutes or would reasonably be expected to lead to an Alternative Transaction Proposal, and no Stockholder shall, alone or together with any Person with respect to other Person, make an Alternative Transaction Proposal. If any Acquisition Inquiry Stockholder receives any inquiry or Acquisition Proposal; proposal regarding any Alternative Transaction Proposal (other than an Alternative Transaction Proposal described in Section 3(b) hereof), such Stockholder shall promptly inform Parent of such inquiry or (iv) otherwise facilitate any effort or attempt to make or implement an Acquisition Inquiry or Acquisition Proposal or enter into any agreement in principle, letter of intent, memorandum of understanding, term sheet, acquisition agreement, option agreement, joint venture agreement, partnership agreement, merger agreement or other similar document or Contract relating to any Acquisition Inquiry or Acquisition Proposalproposal and the details thereof. (b) Upon Notwithstanding anything to the execution hereofcontrary in this Agreement, until the Keep-Shop Expiration Time: (i) each Stockholder shall immediately cease and cause to be terminated all existing activities, its Representatives may engage in discussions or and negotiations with any parties the Excluded Party (other than Parent and its AffiliatesRepresentatives) conducted heretofore with which, as of May 29, 2019 and thereafter, such Stockholder and/or its Representatives have been in discussions regarding support of an Alternative Transaction Proposal from such Excluded Party, with respect to such Alternative Transaction Proposal, including, without limitation, voting agreements, possible equity roll-overs, and additional equity and/or debt investments; and (ii) enter into agreements with such Excluded Party with respect to any Acquisition Inquiry or Acquisition Proposal or sale of Shares held by Stockholder, and shall refrain from engaging in any future discussions or negotiations between Stockholder and any Person (other than Parent and its Affiliates) with respect to any sale the foregoing effective on termination of any Shares held by Stockholder (other than to state that Stockholder is currently not permitted to engage in such discussions or negotiations)the Merger Agreement. (c) Notwithstanding the foregoing, the restrictions in this Section 5.2 shall not apply (i) with respect to any discussions or negotiations with respect to the transfer of Shares permitted by Section 2.3, or (ii) with respect to any discussions between the Stockholder, on the one hand, and any Affiliate or Representative of Stockholder on the other hand.

Acquisition Proposals. From the date hereof until the Closing Date or, if earlier, the termination of this Agreement in accordance with Article X, the Members shall not, and shall cause the Company and its Subsidiaries not to, and shall instruct and cause the Company’s Subsidiaries, Affiliates and their respective representatives, not to (a) Stockholder agrees that neither it nor any of its controlled Affiliates (other than the Company or its Subsidiaries) shall, and shall not authorize or permit its Representatives (it being understood that, for purposes hereof, a Representative of the Company shall not constitute a Representative of a Stockholder unless such Stockholder shall have separately engaged or directed such Person in his, her or its capacity as a stockholder of the Company and not as an officer, director or employee of the Company) to, directly or indirectly, (i) initiate, encourage, solicit, assist, induce initiate or facilitate the making, submission or announcement of knowingly participate in any Acquisition Inquiry or Acquisition Proposal; (ii) furnish or otherwise provide access to any information regarding any Acquired Company to any Person in connection with or in response to any Acquisition Inquiry or Acquisition Proposal; (iii) engage in discussions or negotiations with any Person with respect to, or knowingly provide any non-public information or data concerning the Company or any of the Company’s Subsidiaries to any Acquisition Inquiry or Acquisition Proposal; or (iv) otherwise facilitate any effort or attempt to make or implement Person relating to, an Acquisition Inquiry or Acquisition Proposal or knowingly afford to any Person access to the business, properties, assets or personnel of the Company or any of the Company’s Subsidiaries in connection with an Acquisition Proposal, (b) enter into any acquisition agreement, merger agreement in principleor similar definitive agreement, or any letter of intent, memorandum of understandingunderstanding or agreement in principle, term sheet, acquisition agreement, option agreement, joint venture agreement, partnership agreement, merger or any other agreement or other similar document or Contract relating to any Acquisition Inquiry or an Acquisition Proposal. , (bc) Upon grant any waiver, amendment or release under any confidentiality agreement executed in connection with an Acquisition Proposal or the execution anti-takeover Laws of any state, or (d) otherwise knowingly facilitate any such inquiries, proposals, discussions, or negotiations or any effort or attempt by any Person to make an Acquisition Proposal. From and after the date hereof, Stockholder the Members shall, and shall cause the Company to use its reasonable best efforts to instruct and cause its officers and directors, representatives, Subsidiaries and Affiliates and their respective representatives to immediately cease and cause to be terminated terminate all existing activities, discussions or and negotiations with any parties (other than Parent and its Affiliates) conducted heretofore Persons that may be ongoing with respect to any Acquisition Inquiry or Acquisition Proposal or sale of Shares held by Stockholder, and shall refrain from engaging in any future discussions or negotiations between Stockholder and any Person (other than Parent Acquiror and its Affiliates) representatives). From and after the date hereof, the Company shall promptly notify Acquiror if any Person makes any written proposal, offer or inquiry with respect to any sale an Acquisition Proposal and provide Acquiror with a description of any Shares held by Stockholder (other than to state that Stockholder is currently not permitted to engage in such discussions or negotiations). (c) Notwithstanding the foregoing, the restrictions in this Section 5.2 shall not apply (i) with respect to any discussions or negotiations with respect material terms and conditions thereof to the transfer extent that such disclosure would not result in breach of Shares permitted by Section 2.3, or (ii) with respect to any discussions between the Stockholder, on Company’s confidentiality obligations that are in existence as of the one hand, and any Affiliate or Representative of Stockholder on the other handdate hereof.

Acquisition Proposals. (a) Stockholder agrees that neither it nor any of its controlled Affiliates (other than During the Pre-Closing Period, the Company or its Subsidiaries) shallshall not, and shall cause each Company Subsidiary and its and their respective stockholders, Affiliates, Representatives and other agents not authorize or permit its Representatives (it being understood that, for purposes hereof, a Representative of the Company shall not constitute a Representative of a Stockholder unless such Stockholder shall have separately engaged or directed such Person in his, her or its capacity as a stockholder of the Company and not as an officer, director or employee of the Company) to, directly or indirectly, (i) initiate, encourage, solicit, assist, induce or facilitate the making, submission or announcement of any Acquisition Inquiry or Acquisition Proposal; (ii) furnish or otherwise provide access to any information regarding any Acquired Company to any Person in connection with or in response to any Acquisition Inquiry or Acquisition Proposal; (iii) engage in discussions or negotiations with any Person except with respect to Parent and its Affiliates), (a) solicit, initiate or encourage any Acquisition Inquiry inquiries, offers or proposals from any Person which constitute, or would reasonably be expected to lead to, the sale or transfer of any of the Company’s securities or all or a material portion of the Company’s assets, whether such transaction would take the form of a sale of capital stock, merger, liquidation, dissolution, reorganization, recapitalization, consolidation, sale of assets or otherwise (an “Acquisition Proposal; ”), or (ivb) otherwise facilitate negotiate with any effort or attempt to make or implement an Acquisition Inquiry or Acquisition Proposal other Person or enter into any agreement in principle, letter of intent, memorandum of understanding, term sheet, acquisition agreement, option agreement, joint venture agreement, partnership agreement, merger agreement intent or other similar document agreement relating to or Contract contemplating an Acquisition Proposal or disclose to any Person any confidential information concerning Acquired Company or its businesses or assets. The Company further agrees that it shall promptly (and in no event later than 24 hours after receipt of any Acquisition Proposal) notify Parent of the receipt of any Acquisition Proposal (which notice shall be provided orally and in writing and shall identify the Person making such Acquisition Proposal and set forth the material terms thereof), or any request for non-public information relating to any Acquisition Inquiry Acquired Company or for access to the properties, books or records of any Acquired Company by any Person that has made, or to the Knowledge of the Company intends to make, an Acquisition Proposal. (b) Upon . Promptly following the execution hereofof the Original Agreement, Stockholder shall the Company (i) ceased, and caused each Company Subsidiary, and its and their respective stockholders, Affiliates, Representatives and other agents to, immediately cease and cause to be terminated all existing activitiesdiscussions and negotiations, discussions or negotiations if any, that had taken place prior to the Original Agreement Date with any parties Person (other than Parent and its AffiliatesParent) conducted heretofore with respect to any Acquisition Inquiry or Acquisition Proposal or sale of Shares held by Stockholder, Proposal; and shall refrain from engaging in any future discussions or negotiations between Stockholder and any Person (ii) requested that all Persons (other than Parent and its AffiliatesParent) who executed a confidentiality, non-disclosure or other similar agreement in connection with respect to any sale the consideration of any Shares held by Stockholder (other than to state that Stockholder is currently not permitted to engage in such discussions or negotiations). (c) Notwithstanding the foregoinga possible Acquisition Proposal, the restrictions in this Section 5.2 shall not apply (i) with respect to any discussions or negotiations with respect return to the transfer of Shares permitted by Section 2.3Company, or (ii) with respect destroy, all confidential information theretofore furnished to any discussions between such Person by or on behalf of the StockholderCompany, on as promptly as practicable, subject to the one hand, and any Affiliate or Representative terms of Stockholder on the other handsuch agreement.

Acquisition Proposals. (a) Stockholder agrees that From the date of this Agreement until the Closing Date or, if earlier, the termination of this Agreement, neither it the Acquiror nor any of its controlled Affiliates (other than the Company or its Subsidiaries) shallAcquiror Principal Shareholder will, and shall not neither the Acquiror nor the Acquiror Principal Shareholder will authorize or permit its Representatives (it being understood that, for purposes hereof, a Representative the any representative of the Company shall not constitute a Representative of a Stockholder unless such Stockholder shall have separately engaged Acquiror or directed such Person in his, her or its capacity as a stockholder of the Company and not as an officer, director or employee of the Company) Acquiror Principal Shareholder to, directly or indirectly, : (i) solicit, initiate, knowingly encourage, solicit, assist, induce or facilitate the making, submission or announcement of any Acquisition Inquiry Competing Transaction Proposal from any Person (other than Acquiree or Acquisition the Acquiree Shareholders, a “Third Party”) or take any action that could reasonably be expected to lead to a Competing Transaction Proposal; , (ii) furnish or otherwise provide access to any information regarding any Acquired Company the Acquiror to any Person Third Party in connection with or in response to any Acquisition Inquiry a Competing Transaction Proposal or Acquisition Proposal; an inquiry or indication of interest, (iii) engage in or continue any discussions or negotiations with any Person Third Party with respect to any Acquisition Inquiry or Acquisition Competing Transaction Proposal; or , (iv) otherwise facilitate approve, endorse or recommend any effort or attempt to make or implement an Acquisition Inquiry or Acquisition Competing Transaction Proposal or (v) enter into any agreement in principle, letter of intent, memorandum of understanding, term sheet, acquisition agreement, option agreement, joint venture agreement, partnership agreement, merger agreement intent or other similar document or any Contract contemplating or otherwise relating to any Acquisition Inquiry or Acquisition Competing Transaction Proposal. (b) Upon Concurrently with the execution hereofof this Agreement, Stockholder Acquiror and the Acquiror Principal Shareholder shall (i) immediately cease and cause to be terminated all any existing activities, discussions or negotiations with any parties (other than Parent and its Affiliates) conducted heretofore with respect Person that relate to any Acquisition Inquiry or Acquisition Proposal or sale of Shares held by Stockholder, and shall refrain from engaging in any future discussions or negotiations between Stockholder and any Person (other than Parent and its Affiliates) with respect to any sale of any Shares held by Stockholder (other than to state that Stockholder is currently not permitted to engage in such discussions or negotiations). (c) Notwithstanding the foregoing, the restrictions in this Section 5.2 shall not apply (i) with respect to any discussions or negotiations with respect to the transfer of Shares permitted by Section 2.3, or Competing Transaction Proposal; (ii) as soon as practicable request each Person that has executed, within twelve (12) months prior to the date of this Agreement, a confidentiality agreement in connection with respect its consideration of a possible Competing Transaction Proposal to return or destroy all confidential information relating to the Acquiror heretofore furnished to such Person by or on behalf of the Acquiror Principal Shareholder or the Acquiror, subject to whatever rights, if any, that such Person has to retain any discussions such information or avoid any demand for its return or destruction pursuant to the terms of the confidentiality agreement between such Person and the StockholderAcquiror Principal Shareholder or the Acquiror; and (iii) cause any physical or virtual data room containing any such information to no longer be accessible to or by any Person other than Acquiree, on the one hand, Acquiree Shareholders and any Affiliate or Representative of Stockholder on the other handtheir respective representatives.

Acquisition Proposals. (a) Stockholder agrees that neither Any offer or proposal by any Person or group concerning (i) any tender or exchange offer, (ii) proposal for a merger, share exchange, recapitalization, consolidation or other business combination involving the Company or (iii) any proposal or offer to acquire in any manner, directly or indirectly, a significant equity interest in, or a substantial portion of the assets of, the Company, other than pursuant to the transactions contemplated by this Agreement, is hereby defined as an "Acquisition Proposal." (b) Except as permitted under Section 5.6(c) below, the Company shall not, nor shall it nor permit any of its controlled Affiliates (other than the Company officers, directors, affiliates, representatives or its Subsidiaries) shall, and shall not authorize or permit its Representatives (it being understood that, for purposes hereof, a Representative of the Company shall not constitute a Representative of a Stockholder unless such Stockholder shall have separately engaged or directed such Person in his, her or its capacity as a stockholder of the Company and not as an officer, director or employee of the Company) agents to, directly or indirectly, (i) initiate, encourage, take any action to solicit, assist, induce initiate or facilitate the making, submission or announcement of encourage any Acquisition Inquiry or Acquisition Proposal; , (ii) furnish or otherwise provide access to participate in any information regarding any Acquired Company to any Person in connection with or in response to any Acquisition Inquiry or Acquisition Proposal; (iii) engage in discussions or negotiations with any Person with respect to any Acquisition Inquiry with, or Acquisition Proposal; or (iv) otherwise facilitate encourage any effort or attempt by, any other Person to make or implement facilitate an Acquisition Inquiry or Acquisition Proposal or enter into (iii) take any agreement in principle, letter of intent, memorandum of understanding, term sheet, acquisition agreement, option agreement, joint venture agreement, partnership agreement, merger agreement or other similar document or Contract relating action to any Acquisition Inquiry or produce an Acquisition Proposal. (b) Upon . From and after the execution date hereof, Stockholder the Company and all of its officers, directors, employees, attorneys, advisors and other representatives shall immediately cease and cause to be terminated all existing activities, discussions or negotiations with doing any parties (other than Parent and its Affiliates) conducted heretofore with respect to any Acquisition Inquiry or Acquisition Proposal or sale of Shares held by Stockholder, and shall refrain from engaging in any future discussions or negotiations between Stockholder and any Person (other than Parent and its Affiliates) with respect to any sale of any Shares held by Stockholder (other than to state that Stockholder is currently not permitted to engage in such discussions or negotiations)the foregoing. (c) Notwithstanding the foregoing, the restrictions in this Section 5.2 shall not apply Company may, directly or indirectly, subject to a confidentiality agreement containing customary terms, (i) with respect furnish to any discussions party information and access in response to a request for information or negotiations with respect access made incident to an Acquisition Proposal made after the transfer of Shares permitted by Section 2.3, or date hereof and (ii) participate in discussions and negotiate with respect such party concerning any written Acquisition Proposal made after the date hereof; provided that (i) neither the Company nor any such Person solicited, initiated or encouraged such Acquisition Proposal and (ii) the Special Committee shall have determined in good faith based upon the advice of counsel to the Special Committee that the taking of such action is necessary to discharge the Boards fiduciary duties under applicable law. (d) During the term of this Agreement, the Board of the Company shall (i) immediately notify Buyer if any discussions between Acquisition Proposal is made, indicating in reasonable detail the Stockholderidentity of the offeror and the terms and conditions of such Acquisition Proposal and (ii) keep Buyer promptly advised of all material developments that could culminate in the Board withdrawing, on modifying or amending its recommendation of the one hand, Merger and any Affiliate or Representative of Stockholder on the other handtransactions contemplated by this Agreement. (e) During the term of this Agreement, the Company shall not waive or modify any provisions contained in any confidentiality agreement entered into relating to a possible Acquisition Proposal unless the Special Committee shall have determined in good faith based on advice of counsel to the Special Committee that the taking of such action is necessary to discharge the Boards fiduciary duties under applicable law. Notwithstanding the foregoing, the Company may make the disclosure contemplated by Rule 14e-2(a) under the Exchange Act to the extent that such disclosure is required to be made by such Rule; provided that the Company may only recommend a tender offer giving rise to such obligation as contemplated by such Rule if the Special Committee shall have determined in good faith based upon the advice of counsel to the Special Committee that the taking of such action is necessary to discharge the Boards fiduciary duties under applicable law.

Acquisition Proposals. (a) Stockholder Each of IQB and Wherify agrees that neither it nor any of its controlled Affiliates (other than the Company shall not, directly or its Subsidiaries) shallindirectly, and shall instruct its officers, directors, employees, agents or advisors or other representatives or consultants not authorize or permit its Representatives (it being understood that, for purposes hereof, a Representative of the Company shall not constitute a Representative of a Stockholder unless such Stockholder shall have separately engaged or directed such Person in his, her or its capacity as a stockholder of the Company and not as an officer, director or employee of the Company) to, directly or indirectly, (i) initiateuntil the Effective Time or the termination of this Agreement, encourage, solicit, assist, induce solicit or facilitate the making, submission initiate any proposals or announcement of offers from any Acquisition Inquiry or Acquisition Proposal; (ii) furnish or otherwise provide access person relating to any information regarding acquisition, purchase or sale of all or a material amount of the assets of, or any Acquired Company securities of, or any merger, consolidation or business combination with, IQB or Wherify. Notwithstanding the foregoing, prior to any Person the adoption of this Agreement at the IQB Stockholders Meeting (the "Specified Time"), IQB may, to the extent required by the fiduciary obligations of the IQB Board, as determined in connection good faith by the IQB Board, after consultation with or outside counsel, in response to any Acquisition Inquiry or Acquisition Proposal; a Qualifying Proposal that did not result from a breach by IQB Company of this Section 10.1, (iiix) engage furnish information with respect to IQB to the person making such Qualifying Proposal and its representatives pursuant to a confidentiality agreement not less restrictive of the other party than the Confidentiality Agreement and (y) participate in discussions or negotiations with such person and its representatives regarding such Qualifying Proposal. (b) Neither the Board of Directors of IQB or Wherify, nor any Person with respect committee thereof, shall, except as set forth in this Section 10.1: (i) withdraw or modify, or publicly propose to withdraw or modify, in a manner adverse to the other party the approval or recommendation by the Wherify or IQB Board of Directors or any Acquisition Inquiry such committee of this Agreement or Acquisition Proposal; the Merger. (ii) cause or (iv) otherwise facilitate any effort permit Wherify or attempt IQB to make or implement an Acquisition Inquiry or Acquisition Proposal or enter into any agreement in principle, letter of intent, memorandum of understanding, term sheetagreement in principle, acquisition agreement, option agreement, joint venture agreement, partnership agreement, merger agreement or other similar document agreement (an "Alternative Acquisition Agreement") constituting or Contract relating to any Acquisition Inquiry or Acquisition Proposal. (b) Upon the execution hereof, Stockholder shall immediately cease and cause to be terminated all existing activities, discussions or negotiations with any parties Proposal (other than Parent and its Affiliatesa confidentiality agreement referred to in Section 10.1(a) conducted heretofore with respect entered into in the circumstances referred to in Section 10.1(a)); or (iii) adopt, approve or recommend, or propose to adopt, approve or recommend, any Acquisition Inquiry Proposal. Notwithstanding the foregoing, the Board of Directors of IQB may, in response to a Superior Proposal that did not result from a breach by IQB of this Section 10.1, withdraw or Acquisition modify the recommendation by the Board of Directors of IQB or any committee thereof of this Agreement and the Merger, if the Board of Directors determines in good faith (after consultation with outside counsel) that such actions are required by its fiduciary obligations, but only at a time that is prior to the Specified Time and is after the third business day following receipt by Wherify of written notice advising it that the Board of Directors of IQB desires to withdraw or modify the recommendation due to the existence of a Superior Proposal, specifying the material terms and conditions of such Superior Proposal or sale of Shares held by Stockholder, and shall refrain from engaging identifying the person making such Superior Proposal. Nothing in any future discussions or negotiations between Stockholder and any Person this Section 10.1 (other than Parent Section 10.1(d)) shall be deemed to limit IQB's obligation to call, give notice of, convene and hold the Wherify Stockholders Meeting, regardless of whether the Board of Directors of IQB has withdrawn or modified its Affiliates) with respect to any sale recommendation of any Shares held by Stockholder (other than to state that Stockholder is currently not permitted to engage in such discussions or negotiations)this Agreement and the Merger. (c) Notwithstanding the foregoingIQB shall promptly advise Wherify orally, with written confirmation to follow promptly (and in any event within 24 hours), of IQB or any of its officers, directors, investment bankers, financial advisors or attorneys attaining knowledge of any Acquisition Proposal or any request for nonpublic information in connection with any Acquisition Proposal, or of any inquiry with respect to, or that could reasonably be expected to lead to, any Acquisition Proposal, the restrictions in this Section 5.2 material terms and conditions of any such Acquisition Proposal or inquiry and the identity of the person making any such Acquisition Proposal or inquiry. IQB shall not apply (i) with respect provide any information to any or participate in discussions or negotiations with the person or entity making any Qualifying Proposal until three business days after IQB has first notified Wherify of such Qualifying Proposal as required by the preceding sentence. IQB shall (i) keep Wherify fully informed, on a prompt basis (and in any event within 24 hours), of the status and any material change to the terms of any such Acquisition Proposal or inquiry, (ii) provide to Wherify as promptly as practicable after receipt or delivery thereof copies of all correspondence and other written material sent or provided to IQB from any third party describing the terms of any Acquisition Proposal, and (iii) if Wherify shall make a counterproposal, consider and cause its financial and legal advisors to negotiate on its behalf in good faith with respect to the transfer terms of Shares permitted by such counterproposal. Contemporaneously with providing any information to a third party in connection with any such Qualifying Proposal, IQB shall furnish a copy of such information to Wherify. (d) Nothing contained in this Section 2.3, 10.1 or (ii) in Section 10.13 shall be deemed to prohibit IQB from taking and disclosing to its stockholders a position with respect to a tender offer contemplated by Rule 14e-2(a) promulgated under the Exchange Act if, in the good faith judgment of the Board of Directors of IQB, after consultation with outside counsel, failure to so disclose would be inconsistent with its obligations under applicable law; provided, however, that, except as set forth in Section 10.1(b), in no event shall the Board of Directors of IQB or any discussions between committee thereof withdraw or modify or propose to withdraw or modify, in a manner adverse to Wherify, the Stockholder, on approval or recommendation by the one hand, and any Affiliate IQB or Representative such committee of Stockholder on the other handMerger or this Agreement.

Acquisition Proposals. (a) Stockholder agrees that From the date of this Agreement until the Closing Date or, if earlier, the termination of this Agreement, neither it the Acquiror nor any of its controlled Affiliates (other than the Company or its Subsidiaries) shallAcquiror Principal Shareholder will, and shall not neither the Acquiror nor the Acquiror Principal Shareholder will authorize or permit its Representatives (it being understood that, for purposes hereof, a Representative the any representative of the Company shall not constitute a Representative of a Stockholder unless such Stockholder shall have separately engaged Acquiror or directed such Person in his, her or its capacity as a stockholder of the Company and not as an officer, director or employee of the Company) Acquiror Principal Shareholder to, directly or indirectly, : (i) solicit, initiate, knowingly encourage, solicit, assist, induce or facilitate the making, submission or announcement of any Acquisition Inquiry Competing Transaction Proposal from any Person (other than Acquiree or Acquisition the Acquiree Ultimate Shareholders, a “Third Party”) or take any action that could reasonably be expected to lead to a Competing Transaction Proposal; , (ii) furnish or otherwise provide access to any information regarding any Acquired Company the Acquiror to any Person Third Party in connection with or in response to any Acquisition Inquiry a Competing Transaction Proposal or Acquisition Proposal; an inquiry or indication of interest, (iii) engage in or continue any discussions or negotiations with any Person Third Party with respect to any Acquisition Inquiry or Acquisition Competing Transaction Proposal; or , (iv) otherwise facilitate approve, endorse or recommend any effort or attempt to make or implement an Acquisition Inquiry or Acquisition Competing Transaction Proposal or (v) enter into any agreement in principle, letter of intent, memorandum of understanding, term sheet, acquisition agreement, option agreement, joint venture agreement, partnership agreement, merger agreement intent or other similar document or any Contract contemplating or otherwise relating to any Acquisition Inquiry or Acquisition Competing Transaction Proposal. (b) Upon Concurrently with the execution hereofof this Agreement, Stockholder Acquiror and the Acquiror Principal Shareholder shall (i) immediately cease and cause to be terminated all any existing activities, discussions or negotiations with any parties (other than Parent and its Affiliates) conducted heretofore with respect Person that relate to any Acquisition Inquiry or Acquisition Proposal or sale of Shares held by Stockholder, and shall refrain from engaging in any future discussions or negotiations between Stockholder and any Person (other than Parent and its Affiliates) with respect to any sale of any Shares held by Stockholder (other than to state that Stockholder is currently not permitted to engage in such discussions or negotiations). (c) Notwithstanding the foregoing, the restrictions in this Section 5.2 shall not apply (i) with respect to any discussions or negotiations with respect to the transfer of Shares permitted by Section 2.3, or Competing Transaction Proposal; (ii) as soon as practicable request each Person that has executed, within twelve (12) months prior to the date of this Agreement, a confidentiality agreement in connection with respect its consideration of a possible Competing Transaction Proposal to return or destroy all confidential information relating to the Acquiror heretofore furnished to such Person by or on behalf of the Acquiror Principal Shareholder or the Acquiror, subject to whatever rights, if any, that such Person has to retain any discussions such information or avoid any demand for its return or destruction pursuant to the terms of the confidentiality agreement between such Person and the StockholderAcquiror Principal Shareholder or the Acquiror; and (iii) cause any physical or virtual data room containing any such information to no longer be accessible to or by any Person other than Acquiree, on the one hand, Acquiree Ultimate Shareholders and any Affiliate or Representative of Stockholder on the other handtheir respective representatives.

Acquisition Proposals. (a) Without limiting the Stockholders' other obligations under this Agreement but subject to the last sentence of this Section 5(a), each Stockholder agrees that that, from and after the date hereof to the Termination Date, neither it such Stockholder nor any of its controlled his or her Affiliates shall (other than the Company or its Subsidiaries) shall, and shall not authorize or permit its Representatives (it being understood that, for purposes hereof, a Representative of the Company shall not constitute a Representative of a Stockholder unless both such Stockholder and Affiliates shall have separately engaged use reasonable best efforts to cause their agents and representatives, including any investment banker, attorney or directed accountant retained by such Person in hisStockholder or Affiliates, her or its capacity as a stockholder of the Company and not as an officer, director or employee of the Company) to), directly or indirectly, (i) initiate, encourage, solicit, assist, induce encourage or knowingly facilitate (including by way of furnishing information) any inquiries or the making, submission or announcement making of any Acquisition Inquiry or Acquisition Proposal; , (ii) furnish have any discussion with or otherwise provide access to any confidential information regarding any Acquired Company or data to any Person in connection with or in response relating to any Acquisition Inquiry or an Acquisition Proposal; (iii) , or engage in discussions or any negotiations with any Person with respect to any Acquisition Inquiry or concerning an Acquisition Proposal; , or (iv) otherwise knowingly facilitate any effort or attempt to make or implement an Acquisition Inquiry Proposal, (iii) approve or recommend, or propose publicly to approve or recommend, any Acquisition Proposal or (iv) approve or recommend, or propose to approve or recommend, or execute or enter into into, any letter of intent, agreement in principle, letter of intent, memorandum of understanding, term sheetmerger agreement, acquisition agreement, option agreement, joint venture agreement, partnership agreement, merger agreement or other similar document agreement or Contract relating propose publicly or agree to do any of the foregoing related to any Acquisition Inquiry Proposal. Each Stockholder agrees that (i) he or she will promptly keep the Purchasers informed of the status and terms of any Acquisition Proposal. Proposal by any Person (bwhether written or oral), including the identity of the parties involved and (ii) Upon the execution hereofhe or she will, Stockholder shall and will cause his or her Affiliates to, immediately cease and cause to be terminated all existing any activities, discussions or negotiations existing as of the date of this Agreement with any parties Persons (other than Parent the Purchasers and its their respective Affiliates) conducted heretofore with respect to any Acquisition Inquiry or Acquisition Proposal or sale of Shares held by StockholderProposal, and request the return or destruction of all non-public information furnished in connection therewith. Notwithstanding the foregoing, nothing in this Section 5 shall refrain from engaging limit or in any future discussions way affect the rights of any Stockholder who is a director of the Company or negotiations between of the Company's Board of Directors under Sections 5.2 and 6.1(b) of the Purchase Agreement. (b) During the Applicable Period (unless the Purchase Agreement shall have been terminated without the Closing having occurred), each Stockholder agrees that he or she will not, and he or she will not permit any Person (other than Parent and of his or her Affiliates or associates to, directly or indirectly, acquire, offer, agree or propose to acquire, beneficial ownership of any of the securities, assets or businesses of the Company or any of its Affiliates) Subsidiaries; participate in any solicitation of proxies with respect to any sale securities of the Company or any of its Subsidiaries; seek to advise, encourage or influence any Person with respect to the voting of any Shares held by Stockholder (other than of securities of the Company or any of its Subsidiaries; make any proposal to state that Stockholder the board of directors of the Company or any of its Subsidiaries; seek or propose to influence or control the management or policies of the Company or any of its Subsidiaries; make any public statement with respect to the Company or any of its Subsidiaries or otherwise act to disparage the Company or any of its Subsidiaries; take any action which is currently not permitted reasonably likely to engage in such discussions require the Company or any of its Subsidiaries to make any public disclosure; enter into any discussions, negotiations, arrangements or understandings with any third party with respect to any of the foregoing matters; assist or encourage others to do any of the foregoing activities; request permission for any waiver or amendment of the terms of this Section 5(b); or disclose any intention, plan or arrangement inconsistent with any of the foregoing. (c) Notwithstanding the foregoingFor purposes of this Section 5, the restrictions in this Section 5.2 Company shall not apply (i) with respect to any discussions or negotiations with respect be treated as an "Affiliate" of either of the Stockholders, it being understood that the restrictions applicable to the transfer of Shares permitted by Section 2.3, or (ii) with respect to any discussions between Company are set forth in the Stockholder, on the one hand, and any Affiliate or Representative of Stockholder on the other handPurchase Agreement.

Acquisition Proposals. (a) Stockholder agrees that neither it nor any of its controlled Affiliates (other than the The Company or its Subsidiaries) shall, and shall not authorize or permit its Representatives (it being understood that, for purposes hereof, a Representative of the Company shall not constitute a Representative of a Stockholder unless such Stockholder shall have separately engaged or directed such Person in his, her or its capacity as a stockholder of the Company and not as an officer, director or employee of the Company) to, directly or indirectly, (i) initiate, encourage, solicit, assist, induce or facilitate the making, submission or announcement of any Acquisition Inquiry or Acquisition Proposal; (ii) furnish or otherwise provide access to any information regarding any Acquired Company to any Person in connection with or in response to any Acquisition Inquiry or Acquisition Proposal; (iii) engage in discussions or negotiations with any Person with respect to any Acquisition Inquiry or Acquisition Proposal; or (iv) otherwise facilitate any effort or attempt to make or implement an Acquisition Inquiry or Acquisition Proposal or enter into any agreement in principle, letter of intent, memorandum of understanding, term sheet, acquisition agreement, option agreement, joint venture agreement, partnership agreement, merger agreement or other similar document or Contract relating to any Acquisition Inquiry or Acquisition Proposal. (b) Upon the execution hereof, Stockholder shall will immediately cease and cause to be terminated all existing any activities, discussions or negotiations conducted before the date of this Agreement with any parties (Persons other than Parent and its Affiliates) conducted heretofore Buyer with respect to any Acquisition Inquiry Proposal and will use its reasonable best efforts to enforce any confidentiality or similar agreement relating to an Acquisition Proposal. The Company will within two (2) business days advise Buyer following receipt of any Acquisition Proposal or sale and the substance thereof (including the identity of Shares held by Stockholderthe Person making such Acquisition Proposal), and shall refrain from engaging will keep Buyer reasonably apprised of any related developments, discussions and negotiations (including the material terms and conditions of the Acquisition Proposal) on a reasonably current basis. (b) The Company agrees that it will not, and will cause its Subsidiaries and its and its Subsidiaries’ officers, directors, agents, advisors and affiliates not to, initiate, solicit, encourage or knowingly facilitate inquiries or proposals with respect to, or engage in any future negotiations concerning, or provide any confidential or nonpublic information or data to, or have any discussions or negotiations between Stockholder and with, any Person relating to, any Acquisition Proposal (other than Parent contacting a Person for the sole purpose of seeking clarification of the terms and its Affiliates) with respect conditions of an unsolicited bona fide Acquisition Proposal received after the execution of this Agreement and prior to any sale the receipt of any Shares held by Stockholder (the Company Shareholder Approval); provided that, in the event the Company receives an unsolicited bona fide Acquisition Proposal, from a Person other than to state that Stockholder is currently not permitted to engage in such discussions or negotiations). (c) Notwithstanding Buyer, after the foregoing, the restrictions in execution of this Section 5.2 shall not apply (i) with respect to any discussions or negotiations with respect Agreement and prior to the transfer receipt of Shares permitted by Section 2.3, or (ii) with respect to any discussions between the Stockholder, on the one handCompany Shareholder Approval, and any Affiliate the Company Board concludes in good faith, after consultation with its financial advisor and outside counsel, that such Acquisition Proposal constitutes a Superior Proposal or Representative would reasonably be likely to result in a Superior Proposal and, after considering the advice of Stockholder on the other hand.outside

Acquisition Proposals. (a) Stockholder agrees that neither From the date of this Agreement until the earlier of the Closing or the termination of this Agreement in accordance with Article 8, the Company shall not, nor shall it permit any Company Subsidiary to, nor shall it permit any director, officer or key employee of the Company or any Company Subsidiary or any of its controlled Affiliates agents or representatives (other than the Company including any investment banker, attorney or its Subsidiaries) shall, and shall not authorize or permit its Representatives (it being understood that, for purposes hereof, a Representative of the Company shall not constitute a Representative of a Stockholder unless such Stockholder shall have separately engaged or directed such Person in his, her or its capacity as a stockholder of the Company and not as an officer, director or employee of accountant retained by the Company) to, directly or indirectly, (i) initiate, encourage, solicit, assist, induce solicit or knowingly encourage or facilitate (including by way of furnishing information) any inquiries with respect to, or the makingmaking of, submission or announcement of any Acquisition Inquiry or an Acquisition Proposal; , (ii) furnish engage or otherwise participate in any negotiations concerning, or provide access to any confidential information regarding or data to, or have any Acquired Company to discussions with, any Person in connection with or in response relating to any Acquisition Inquiry or an Acquisition Proposal; , (iii) engage in discussions approve or negotiations with any Person with respect recommend or propose publicly to approve or recommend, any Acquisition Inquiry or Acquisition Proposal; , or (iv) otherwise facilitate any effort approve or attempt recommend, or propose to make approve or implement an Acquisition Inquiry recommend, or Acquisition Proposal execute or enter into into, any letter of intent, agreement in principle, letter of intent, memorandum of understanding, term sheetmerger agreement, acquisition agreement, option agreement, joint venture agreement, partnership agreement, merger agreement or other similar document or Contract agreement relating to any Acquisition Inquiry Proposal or make or authorize any statement, propose publicly or agree to do any of the foregoing relating to any Acquisition Proposal. Notwithstanding the foregoing, the Company may contact any Person who has made, or proposes to make an Acquisition Proposal solely to request clarification of the terms and conditions of such Acquisition Proposal. (b) Upon Notwithstanding any provisions of this Agreement to the execution hereofcontrary, Stockholder nothing contained in this Agreement shall prevent the Company or the Board from complying with its disclosure obligations under Sections 14d-9 and 14e-2 of the Exchange Act with regard to an Acquisition Proposal; provided, however, any such disclosure relating to an Acquisition Proposal (other than a “stop, look and listen communication” of the type contemplated by Rule 14d-9(f)), or a disclosure which expresses no view of the Acquisition Proposal other than that it is pending further consideration by the Company), shall be deemed to be a Change in the Board Recommendation, unless the Board expressly publicly reaffirms the Board Recommendation in connection with such disclosure. (c) Notwithstanding any provisions of this Agreement to the contrary, nothing contained in this Agreement shall prevent the Company or any officer, director, key employee or agent or representative of the Company or any Company Subsidiary acting on behalf of or at the direction of the Company or any Company Subsidiary, or the Board at any time prior to, but not after, the time this Agreement is adopted by the Shareholders at the Shareholders Meeting, from (i) providing information in response to a request therefor by, or engaging in any negotiations or discussions with, a Person who has made an unsolicited written Acquisition Proposal which is not subject to any financing contingency if the Board receives from such Person (A) an executed customary confidentiality agreement no less favorable in the aggregate to the Company than the Confidentiality Agreement (other than with respect to the standstill provisions, which shall not be required), (B) evidence reasonably satisfactory to the Board that demonstrates the financial wherewithal and capability of such Person to consummate the Acquisition Proposal, (ii) entering into a Company Acquisition Agreement and terminating this Agreement, and (iii) effecting a Change in the Board Recommendation, if and only to the extent that, (1) in each such case referred to in clause (i) or (ii) above, (A) the Board determines in good faith after consultation with outside legal counsel that failure to take such action would be reasonably likely to result in a breach of the Board’s fiduciary duties to the Company’s stockholders under Applicable Laws and (B) such Acquisition Proposal is not a result of a breach or violation of the terms of Section 6.10(a); (2) in the case of clause (i) above, the Board determines in good faith after consultation with outside legal counsel and outside financial advisors that it is reasonably likely that such Acquisition Proposal would result in a Superior Proposal; and (3) in the case of clause (ii) or (iii) above, the Board determines in good faith that such Acquisition Proposal constitutes a Superior Proposal; provided, however, that the Company shall send written notice of its intention to take the action referred to in clause (ii) above to Buyer, at least three Business Days prior to the taking of such action by the Company, advising Buyer that the Board is prepared to conclude that such Acquisition Proposal constitutes a Superior Proposal and during such three Business Day period the Company and its advisors shall have negotiated in good faith with Buyer to make adjustments in the terms and conditions of this Agreement such that such Acquisition Proposal would no longer constitute a Superior Proposal and the Board fully considers any such adjustment and nonetheless concludes in good faith that such Acquisition Proposal constitutes a Superior Proposal. (d) Except as expressly permitted by Section 6.9 or this Section 6.10, neither the Board nor any committee thereof shall (i) withdraw, modify or qualify, or propose publicly to withdraw, modify or qualify, in a manner adverse to Buyer, the approval of the Agreement and the Contemplated Transactions or the Board Recommendation or take any action or make any statement in connection with the Shareholders Meeting inconsistent with such approval or Board Recommendation (collectively, a “Change in the Board Recommendation”), or (ii) approve or recommend, or propose publicly to approve or recommend, any Acquisition Proposal. Until this Agreement terminates, in no event shall the Company enter into any letter of intent, agreement in principle, acquisition agreement or other similar agreement (each, a “Company Acquisition Agreement”) related to any Acquisition Proposal. For purposes of this Agreement, a Change in the Board Recommendation shall include any approval or recommendation (or publicly stated proposal to approve or recommend) by the Board of an Acquisition Proposal, or any failure by the Board to recommend against an Acquisition Proposal after the Board and its advisors have fully considered such proposal. (e) The Company agrees that it will immediately cease and cause to be terminated all any existing activitiesinvestigation, discussions or negotiations with any parties Person (other than Parent and its Affiliatesthe parties) conducted heretofore with respect to any Acquisition Inquiry or Acquisition Proposal or sale Proposal. The Company agrees that it will use its reasonable best efforts to inform as promptly as reasonably practicable the officers, directors, key employees and representatives of Shares held by Stockholder, the Company and shall refrain from engaging the Company Subsidiaries of the obligations undertaken in any future discussions or negotiations between Stockholder and any Person (other than Parent and its Affiliates) with respect to any sale of any Shares held by Stockholder (other than to state that Stockholder is currently not permitted to engage in such discussions or negotiations)this Section 6.10. (cf) Notwithstanding From and after the foregoingexecution of this Agreement, the restrictions in Company shall, as promptly as reasonably practicable, notify Buyer of any request for information or any inquiries, proposals or offers relating to an Acquisition Proposal. (g) For purposes of this Section 5.2 shall not apply (i) with respect to any discussions or negotiations with respect to the transfer of Shares permitted by Section 2.3, or (ii) with respect to any discussions between the Stockholder, on the one hand, and any Affiliate or Representative of Stockholder on the other hand.Agreement:

Acquisition Proposals. From the date hereof until the Closing Date or, if earlier, the termination of this Agreement in accordance with Article X, the Company and its Subsidiaries shall not, and the Company shall instruct and use its reasonable best efforts to cause its Subsidiaries, Affiliates and their respective representatives, not to (a) Stockholder agrees that neither it nor any of its controlled Affiliates (other than the Company or its Subsidiaries) shall, and shall not authorize or permit its Representatives (it being understood that, for purposes hereof, a Representative of the Company shall not constitute a Representative of a Stockholder unless such Stockholder shall have separately engaged or directed such Person in his, her or its capacity as a stockholder of the Company and not as an officer, director or employee of the Company) to, directly or indirectly, (i) initiate, encourage, solicit, assist, induce initiate or facilitate the making, submission or announcement of knowingly participate in any Acquisition Inquiry or Acquisition Proposal; (ii) furnish or otherwise provide access to any information regarding any Acquired Company to any Person in connection with or in response to any Acquisition Inquiry or Acquisition Proposal; (iii) engage in discussions or negotiations with any Person with respect to, or knowingly provide any non-public information or data concerning the Company or any of the Company’s Subsidiaries to any Acquisition Inquiry or Acquisition Proposal; or (iv) otherwise facilitate any effort or attempt to make or implement Person relating to, an Acquisition Inquiry or Acquisition Proposal or knowingly afford to any Person access to the business, properties, assets or personnel of the Company or any of the Company’s Subsidiaries in connection with an Acquisition Proposal, (b) enter into any acquisition agreement, merger agreement in principleor similar definitive agreement, or any letter of intent, memorandum of understandingunderstanding or agreement in principle, term sheet, acquisition agreement, option agreement, joint venture agreement, partnership agreement, merger or any other agreement or other similar document or Contract relating to any Acquisition Inquiry or an Acquisition Proposal. , (bc) Upon grant any waiver, amendment or release under any confidentiality agreement executed in connection with an Acquisition Proposal or the execution anti-takeover Laws of any state, or (d) otherwise knowingly facilitate any such inquiries, proposals, discussions, or negotiations or any effort or attempt by any Person to make an Acquisition Proposal. From and after the date hereof, Stockholder the Company shall, and shall instruct and use its reasonable best efforts to cause its officers and directors to, and the Company shall instruct and shall use its reasonable best efforts to cause its representatives, its Subsidiaries and Affiliates and their respective representatives to, immediately cease and cause to be terminated terminate all existing activities, discussions or and negotiations with any parties (other than Parent and its Affiliates) conducted heretofore Persons that may be ongoing with respect to any Acquisition Inquiry or Acquisition Proposal or sale of Shares held by Stockholder, and shall refrain from engaging in any future discussions or negotiations between Stockholder and any Person (other than Parent Acquiror and its Affiliates) representatives). From and after the date hereof, the Company shall promptly notify Acquiror if any Person makes any written proposal, offer or inquiry with respect to any sale an Acquisition Proposal and provide Acquiror with a description of any Shares held by Stockholder (other than to state that Stockholder is currently not permitted to engage in such discussions or negotiations). (c) Notwithstanding the foregoing, the restrictions in this Section 5.2 shall not apply (i) with respect to any discussions or negotiations with respect material terms and conditions thereof to the transfer extent that such disclosure would not result in breach of Shares permitted by Section 2.3, or (ii) with respect to any discussions between the Stockholder, on Company’s confidentiality obligations that are in existence as of the one hand, and any Affiliate or Representative of Stockholder on the other handdate hereof.

Acquisition Proposals. (a) Stockholder agrees that neither it nor Without limitation on any of its controlled Affiliates (MGEX’s, MGEX Holdings’ or MGEX Merger Sub’s other than the Company or its Subsidiaries) shallobligations under this Agreement, each of MGEX, MGEX Holdings and shall not authorize or permit its Representatives (it being understood MGEX Merger Sub agrees that, for purposes hereof, a Representative from and after the date hereof until the earlier of the Company shall Closing or the termination of this Agreement in accordance with its terms, it will not constitute a Representative of a Stockholder unless such Stockholder shall have separately engaged or directed such Person in hisand will cause its respective officers, her or managers, directors, employees, investment bankers, consultants, advisors, representatives and other agents (collectively herein “Representatives”) and its capacity as a stockholder of the Company subsidiaries and their respective Representatives not as an officer, director or employee of the Company) to, directly or indirectly, : (i) initiateparticipate in any discussions or negotiations with, encourageprovide any information (including the terms of this Agreement or any letter of intent or term sheet relating to the Mergers, whether orally or in writing), or to otherwise cooperate with, knowingly assist, or participate in, facilitate or encourage any effort by, any third party (or any representative of such third party) that has made, is seeking to make, has informed MGEX, MGEX Holdings or MGEX Merger Sub of any intention to make, or has announced or stated an intention to make, any proposal that constitutes an Acquisition Proposal; (ii) solicit, assist, induce initiate or facilitate knowingly encourage any inquiries or the making, submission or announcement making of any Acquisition Inquiry Proposal or offer that constitutes, or could reasonably be expected to lead to, an Acquisition Proposal; (ii) furnish or otherwise provide access to any information regarding any Acquired Company to any Person in connection with or in response to any Acquisition Inquiry or Acquisition Proposal; or (iii) engage in discussions or negotiations with any Person with respect to any Acquisition Inquiry or Acquisition Proposal; or (iv) otherwise facilitate any effort or attempt to make or implement an Acquisition Inquiry or Acquisition Proposal or enter into any agreement in principle, letter of intent, memorandum of understanding, term sheet, acquisition agreement, option agreement, joint venture agreement, partnership agreement, merger sheet or similar agreement or other similar document or Contract relating definitive agreement with respect to any Acquisition Inquiry or an Acquisition Proposal. (b) Upon Within three (3) Business Days after receipt of an Acquisition Proposal, MGEX, MGEX Holdings or MGEX Merger Sub, as applicable, shall provide Acquiror with written notice of the execution hereofmaterial terms and conditions of such Acquisition Proposal and the identity of the Person making any such Acquisition Proposal or inquiry. (c) Notwithstanding anything in this Agreement to the contrary, Stockholder prior to the receipt of the Member Approval: (i) the board of directors of MGEX shall be permitted to withhold, withdraw, qualify or modify its recommendation of the adoption or approval of this Agreement and the Merger (“Change in MGEX Recommendation”) subject to the following conditions: (A) it has received an unsolicited bona fide written Acquisition Proposal from a third party and its board of directors concludes in good faith (after consultation with its outside legal counsel and financial advisors) that such Acquisition Proposal constitutes a Superior Proposal; (B) its board of directors after consultation with its outside legal counsel, determines in good faith that the failure to take such action would be inconsistent with its fiduciary duties under applicable Law; (C) prior written notice shall have been provided to Acquiror that the MGEX board of directors is prepared to effect a Change in MGEX Recommendation, which notice shall attach the most current version of any written proposal relating to the transaction that constitutes such Superior Proposal; (D) Acquiror does not make, within five (5) Business Days after the receipt of such notice, a proposal that the board of directors of MGEX determines in good faith, after consultation with its financial advisors and outside legal counsel, is at least as favorable to the Members as such Superior Proposal or obviates the need for a Change in MGEX Recommendation for any reason other than a Superior Proposal; and (E) MGEX and its Representatives shall, during the five (5) Business Day period prior to its board of directors effecting a Change in MGEX Recommendation, negotiate in good faith with Acquiror and its Representatives regarding any revisions to the terms of the transactions contemplated by this Agreement proposed by A▇▇▇▇▇▇▇; (ii) each of MGEX and its board of directors shall be permitted to engage in any discussions or negotiations with, or provide any information to, any Person in response to an unsolicited bona fide written Acquisition Proposal by any such Person, subject to the following conditions: (A) the MGEX board of directors concludes in good faith (after consultation with its outside legal counsel and financial advisors) that there is a reasonable likelihood that such Acquisition Proposal would result in a Superior Proposal; (B) the MGEX board of directors after consultation with its outside legal counsel, determines in good faith that the failure to take such action would be inconsistent with its fiduciary duties under applicable Law; (C) prior to providing any information or data to any Person in connection with an Acquisition Proposal by any such Person, the MGEX board of directors receives from such Person an executed confidentiality agreement with terms no less restrictive, in the aggregate, than those contained in the Confidentiality Agreement; and (D) neither MGEX, MGEX Holdings nor MGEX Merger Sub is then in material breach of its obligations under this Section 5.2. (d) Each of MGEX, MGEX Holdings, and MGEX Merger Sub, as applicable, shall, and shall cause its respective officers, directors, employees, agents and Representatives to, immediately cease and cause to be terminated all existing any activities, discussions or negotiations existing as of the date of this Agreement with any parties (other than Parent and its Affiliates) conducted heretofore with respect to any Acquisition Inquiry or Acquisition Proposal or sale Proposal. Each of Shares held by StockholderMGEX, MGEX Holdings and MGEX Merger Sub shall refrain from engaging in any future discussions or negotiations between Stockholder and any Person (other than Parent and use reasonable best efforts to promptly inform its Affiliates) with respect to any sale Representatives of any Shares held by Stockholder (other than to state that Stockholder is currently not permitted to engage in such discussions or negotiations). (c) Notwithstanding the foregoing, the restrictions obligations set forth in this Section 5.2 shall not apply (i) with respect to any discussions or negotiations with respect to the transfer of Shares permitted by Section 2.3, or (ii) with respect to any discussions between the Stockholder, on the one hand, and any Affiliate or Representative of Stockholder on the other hand5.2.

Acquisition Proposals. (a) Stockholder agrees that neither it nor any of its controlled Affiliates (other than the Company Unless and until this Agreement shall have been terminated pursuant to Section 6.1 or its Subsidiaries) shallSection 6.2, and New Wave shall not authorize directly, or permit its Representatives indirectly through any officer, director, agent, employee or representative (it being understood that, for purposes hereofeach, a Representative of the Company shall not constitute a Representative of a Stockholder unless such Stockholder shall have separately engaged or directed such Person in his, her or its capacity as a stockholder of the Company and not as an officer, director or employee of the Company“Representative”) to, directly or indirectly, (i) initiate, encourage, initiate or solicit, assiston or after the date hereof, induce any inquiries or facilitate the making, submission or announcement of any proposals or offers from any person relating to any merger, consolidation, recapitalization, acquisition of a majority of the outstanding voting power, sale of all or substantially all of its assets or similar business transaction involving New Wave (each, an “Acquisition Inquiry or Acquisition ProposalTransaction”); (ii) participate in any negotiations regarding, furnish to any other person any information with respect to, or otherwise provide access assist or participate in, any attempt by any third party to any information regarding any Acquired Company to any Person in connection with propose or in response to offer any Acquisition Inquiry or Acquisition ProposalTransaction; (iii) engage in discussions enter into or negotiations with execute any Person with respect agreement relating to any an Acquisition Inquiry or Acquisition ProposalTransaction; or (iv) otherwise facilitate any effort or attempt to make or implement authorize any public statement, recommendation or solicitation in support of any Acquisition Transaction or any proposal or offer relating to an Acquisition Inquiry or Transaction, in each case other than with respect to the Merger. Notwithstanding the foregoing, nothing contained herein shall prohibit New Wave, prior to shareholder approval of the Merger, from: (a) providing information in response to a request therefor by a person who has made an unsolicited bona fide written Acquisition Proposal or enter into any Transaction proposal if the New Wave Board of Directors receives from the person so requesting such information an executed confidentiality agreement on terms substantially equivalent to those contained in principle, letter of intent, memorandum of understanding, term sheet, acquisition agreement, option agreement, joint venture agreement, partnership agreement, merger agreement or other similar document or Contract relating to any Acquisition Inquiry or Acquisition Proposal.the Confidentiality Agreement; (b) Upon engaging in any negotiations or discussions with any person who has made an unsolicited bona fide written Acquisition Transaction proposal; or (c) notwithstanding Section 4.2.4(ii), withdrawing or modifying the execution hereofapproval or recommendation by the New Wave Board of Directors of this Agreement or the Merger in connection with recommending an unsolicited bona fide written Acquisition Transaction proposal to the shareholders of New Wave or entering into any agreement with respect to an unsolicited bona fide written Acquisition Transaction proposal; if and only to the extent that, Stockholder shall both (i) each such case referred to in clause (a), (b) or (c) above, the New Wave Board of Directors determines in good faith after receipt of advice from outside legal counsel experienced in such matters that failure to take such action may constitute a violation of the fiduciary duties of the directors under applicable law and (ii) in each case referred to in clause (b) or (c) above, the New Wave Board of Directors determines in good faith (after consultation with its financial advisors) that such Acquisition Transaction, if accepted, is reasonably likely to be completed, taking into account all legal, financial and regulatory aspects of the proposal and the person making the proposal and would, if completed, result in a transaction superior to the transaction contemplated by this Agreement, taking into account, among other things, the long term prospects and interests of New Wave and its shareholders (any such superior Acquisition Transaction proposal being referred to in this Agreement as a “Superior Proposal”). New Wave will immediately cease and cause to be terminated all any existing activities, discussions or negotiations with any parties (other than Parent and its Affiliates) conducted heretofore with respect to any Acquisition Inquiry of the foregoing. New Wave agrees it will take the necessary steps to inform promptly its Representatives of the obligations undertaken in this Section 4.2.2 and in the Confidentiality Agreement. New Wave will promptly notify ESI in writing if any such inquiries, proposals or Acquisition Proposal or sale of Shares held by Stockholderoffers are received by, and shall refrain from engaging in such information is requested from, or any future such discussions or negotiations between Stockholder are sought to be initiated or continued with, New Wave or any of its Representatives relating to an Acquisition Transaction proposal, indicating, in connection with such notice, the material terms and any Person (other than Parent and its Affiliates) with respect to any sale conditions of any Shares held by Stockholder (other than to state that Stockholder is currently not permitted to engage in such discussions proposals or negotiations). (c) Notwithstanding the foregoingoffers and thereafter shall keep ESI informed, the restrictions in this Section 5.2 shall not apply (i) with respect to any discussions or negotiations with respect to the transfer of Shares permitted by Section 2.3, or (ii) with respect to any discussions between the Stockholderon a regular basis, on the one handstatus and terms of any such proposals or offers and the status of any such negotiations or discussions; provided, however, that such information shall only be provided to the extent such disclosure shall not constitute a violation of any nondisclosure agreements between New Wave and any Affiliate or Representative third party that are in effect as of Stockholder on the other handdate hereof.

Acquisition Proposals. (a) Stockholder agrees that neither it nor Neither the Company or any of its controlled Affiliates Subsidiaries shall (whether directly or indirectly through Affiliates, directors, officers, employees, advisors, representatives, agents or other than intermediaries), nor shall the Company or any of its Subsidiaries) shall, and shall not Subsidiaries authorize or permit any of its Representatives (it being understood thator their Affiliates, for purposes hereofdirectors, a Representative of the Company shall not constitute a Representative of a Stockholder unless such Stockholder shall have separately engaged officers, employees, advisors, representatives, agents or directed such Person in his, her or its capacity as a stockholder of the Company and not as an officer, director or employee of the Company) other intermediaries to, directly or indirectly, (i) initiate, encourage, solicit, assistinitiate or take any action to knowingly facilitate or encourage the submission of inquiries, induce proposals or facilitate the making, submission or announcement of offers from any Person (as defined below) (other than Parent) relating to any Acquisition Inquiry Proposal, or agree to or endorse any Acquisition Proposal; (ii) furnish enter into any agreement to (w) facilitate or otherwise provide access to any information regarding any Acquired Company to any Person in connection with further the consummation of, or in response to consummate, any Acquisition Inquiry or Acquisition Proposal; , (iiix) engage in discussions or negotiations with facilitate the making of any Person inquiry with respect to any Acquisition Inquiry Proposal, (y) approve or endorse any Acquisition Proposal or (z) in connection with any Acquisition Proposal, require it to abandon, terminate or fail to consummate the Merger; (iii) enter into or participate in any discussions or negotiations in connection with any Acquisition Proposal or inquiry with respect to a Acquisition Proposal, or furnish to any Person any information with respect to its business, properties or assets in connection with any Acquisition Proposal or inquiry with respect to a Acquisition Proposal; or (iv) otherwise facilitate agree to resolve or take any effort of the actions prohibited by clause (i), (ii) or attempt to make or implement an Acquisition Inquiry or Acquisition Proposal or enter into any agreement in principle, letter (iii) of intent, memorandum of understanding, term sheet, acquisition agreement, option agreement, joint venture agreement, partnership agreement, merger agreement or other similar document or Contract relating to any Acquisition Inquiry or Acquisition Proposal. (b) Upon the execution hereof, Stockholder this sentence. The Company shall immediately cease cease, and cause its advisors, agents and other intermediaries to be terminated immediately cease, any and all existing activities, discussions or negotiations with any parties (other than Parent and its Affiliates) conducted heretofore with respect to any Acquisition Inquiry or Acquisition Proposal or sale of Shares held by Stockholder, the foregoing and shall refrain from engaging demand the return or destruction of any information previously provided with respect to such activities, discussion, or negotiations. For purposes of this Section 5.4, the term "Person" means any person, corporation, entity or "group," as defined in any future discussions or negotiations between Stockholder and any Person (Section 13(d) of the Exchange Act, other than Parent and its Affiliates) with respect to or any sale Subsidiaries of any Shares held by Stockholder (other than to state that Stockholder is currently not permitted to engage in such discussions or negotiations)Parent. (c) Notwithstanding the foregoing, the restrictions in this Section 5.2 shall not apply (i) with respect to any discussions or negotiations with respect to the transfer of Shares permitted by Section 2.3, or (ii) with respect to any discussions between the Stockholder, on the one hand, and any Affiliate or Representative of Stockholder on the other hand.

Acquisition Proposals. (a) Stockholder agrees that neither it nor any of its controlled Affiliates (other than the Company or its Subsidiaries) shallSo long as this Agreement remains in effect, except as otherwise expressly permitted by this Agreement, PBI shall not, and shall not authorize authorize, permit or permit its Representatives cause any PBI Subsidiary and their respective officers, directors, or employees or any investment bankers, financial advisors, attorneys, accountants, consultants, agents or other representative retained by PBI or any PBI Subsidiary (it being understood thatcollectively, for purposes hereof, a Representative of the Company shall not constitute a Representative of a Stockholder unless such Stockholder shall have separately engaged or directed such Person in his, her or its capacity as a stockholder of the Company and not as an officer, director or employee of the Company“PBI Representatives”) to, directly or indirectly, : (iA) initiate, encourage, solicit, assist, induce or encourage (including by way of furnishing information), or take any action to facilitate the makingmaking of, submission any inquiry, offer or announcement of any Acquisition Inquiry proposal that constitutes, relates or could reasonably be expected to lead to an Acquisition Proposal; (iiB) furnish or otherwise provide access respond to any information regarding any Acquired Company inquiry relating to any Person in connection with or in response to any Acquisition Inquiry or an Acquisition Proposal; (iiiC) engage recommend or endorse an Acquisition Proposal; (D) participate in any discussions or negotiations with regarding any Person Acquisition Proposal or furnish, or otherwise afford access, to any person (other than HBI) any information or data with respect to PBI or any Acquisition Inquiry PBI Subsidiary or otherwise relating to an Acquisition Proposal; (E) release any Person from, waive any provisions of, or fail to enforce any confidentiality agreement or standstill agreement to which PBI or any PBI Subsidiary is a party; or (ivF) otherwise facilitate any effort or attempt to make or implement an Acquisition Inquiry or Acquisition Proposal or enter into any agreement, agreement in principle, letter of intent, memorandum of understanding, term sheet, acquisition agreement, option agreement, joint venture agreement, partnership agreement, merger agreement intent or other similar document or Contract relating instrument with respect to any Acquisition Inquiry Proposal or approve or resolve to approve any Acquisition Proposal or any agreement, agreement in principle, letter of intent or similar instrument relating to an Acquisition Proposal. (b) Upon . Any violation of the execution hereofforegoing restrictions by PBI or any PBI Representative, Stockholder whether or not such PBI Representative is so authorized and whether or not such PBI Representative is purporting to act on behalf of PBI or otherwise, shall be deemed to be a breach of this Agreement by PBI. PBI and each PBI Subsidiary shall, and shall cause each of the PBI Representatives to, immediately cease and cause to be terminated any and all existing activitiesdiscussions, discussions or negotiations negotiations, and communications with any parties (other than Parent and its Affiliates) conducted heretofore Persons with respect to any existing or potential Acquisition Inquiry Proposal. Notwithstanding the foregoing, prior to the approval of the Agreement and the Merger by PBI’s stockholders at the PBI Common Stockholders’ Meeting, PBI may respond to an inquiry, furnish nonpublic information regarding PBI and the PBI Subsidiaries to, or enter into discussions with, any Person in response to an unsolicited Acquisition Proposal that is submitted to PBI by such Person (and not withdrawn) if (A) PBI’s board of directors determines in good faith, after consultation with and having considered the advice of its outside legal counsel and its independent financial advisor, that such Acquisition Proposal constitutes or sale is reasonably likely to lead to a Superior Proposal (as defined below), (B) PBI has not violated any of Shares held by Stockholderthe restrictions set forth in this Section 5.7(a)(ii), (C) PBI’s board of directors determines in good faith, after consultation with and based upon the advice of its outside legal counsel and financial advisor, that such action is required in order for the board of directors to comply with its fiduciary obligations under applicable law, and (D) at least two Business Days prior to furnishing any nonpublic information to, or entering into discussions with, such Person, PBI provides HBI written notice of the identity of such person and of PBI’s intention to furnish nonpublic information to, or enter into discussions with, such Person and PBI receives from such Person an executed confidentiality agreement on terms no more favorable to such Person than the Confidentiality Agreement, which confidentiality agreement shall refrain from engaging not provide such Person with any exclusive right to negotiate with PBI. PBI shall promptly provide to HBI any non-public information regarding PBI or any PBI Subsidiary provided to any other Person that was not previously provided to HBI, such additional information to be provided no later than the date of provision of such information to such other Person. PBI shall promptly (and in any future event within 24 hours) notify HBI in writing if any proposals or offers are received by, any information is requested from, or any negotiations or discussions are sought to be initiated or continued with, PBI or any PBI Representatives, in each case in connection with any Acquisition Proposal, and such notice shall indicate the name of the Person initiating such discussions or negotiations between Stockholder or making such proposal, offer or information request and the material terms and conditions of any Person proposals or offers (and, in the case of written materials relating to such proposal, offer, information request, negotiations or discussion, providing copies of such materials (including e-mails or other than Parent electronic communications). PBI agrees that it shall keep HBI informed, on a current basis, of the status and terms of any such proposal, offer, information request, negotiations or discussions (including any amendments or modifications to such proposal, offer or request). PBI further agrees that it will provide HBI with the opportunity to present its Affiliates) own proposal to the PBI board of directors in response to any such proposal or offer, and negotiate with HBI in good faith with respect to any sale of any Shares held by Stockholder (other than to state that Stockholder is currently not permitted to engage in such discussions or negotiations)proposal. (c) Notwithstanding the foregoing, the restrictions in this Section 5.2 shall not apply (i) with respect to any discussions or negotiations with respect to the transfer of Shares permitted by Section 2.3, or (ii) with respect to any discussions between the Stockholder, on the one hand, and any Affiliate or Representative of Stockholder on the other hand.

Acquisition Proposals. (a) Stockholder agrees that neither it nor any of its controlled Affiliates (other than the The Company or its Subsidiaries) shall, and shall not authorize or permit its Representatives (it being understood that, for purposes hereof, a Representative of the Company shall not constitute a Representative of a Stockholder unless such Stockholder shall have separately engaged or directed such Person in his, her or its capacity as a stockholder of the Company and not as an officer, director or employee of the Company) to, directly or indirectly, (i) initiate, encourage, solicit, assist, induce or facilitate the making, submission or announcement of any Acquisition Inquiry or Acquisition Proposal; (ii) furnish or otherwise provide access to any information regarding any Acquired Company to any Person in connection with or in response to any Acquisition Inquiry or Acquisition Proposal; (iii) engage in discussions or negotiations with any Person with respect to any Acquisition Inquiry or Acquisition Proposal; or (iv) otherwise facilitate any effort or attempt to make or implement an Acquisition Inquiry or Acquisition Proposal or enter into any agreement in principle, letter of intent, memorandum of understanding, term sheet, acquisition agreement, option agreement, joint venture agreement, partnership agreement, merger agreement or other similar document or Contract relating to any Acquisition Inquiry or Acquisition Proposal. (b) Upon the execution hereof, Stockholder shall will immediately cease and cause to be terminated all existing any activities, discussions or negotiations conducted before the date of this Agreement with any parties (Persons other than Parent and its Affiliates) conducted heretofore Acquiror with respect to any Acquisition Inquiry or Proposal. The Company will within forty-eight (48) hours advise Acquiror following receipt of any Acquisition Proposal or sale and the substance thereof (including the identity of Shares held by Stockholderthe Person making such Acquisition Proposal), and shall refrain from engaging will keep Acquiror apprised of any related developments, discussions and negotiations (including the material terms and conditions of the Acquisition Proposal) on a reasonably current basis. (b) The Company agrees that it will not, and will cause its respective Subsidiaries and Affiliates, and its and their respective officers, directors, agents and advisors not to, initiate, solicit, encourage or knowingly facilitate inquiries or proposals with respect to, or engage in any future negotiations concerning, or provide any confidential or nonpublic information or data to, or have any discussions with, any Person relating to, any Acquisition Proposal; provided that, if the Company receives an unsolicited bona fide Acquisition Proposal from a Person other than Acquiror after the execution of this Agreement and prior to receipt of the Company Stockholder Approval, and the Company Board concludes in good faith that such Acquisition Proposal constitutes a Superior Proposal or would reasonably be likely to result in a Superior Proposal and, after considering the advice of outside counsel, that failure to take such actions would be inconsistent with the directors’ fiduciary duties under applicable Legal Requirements, the Company may: (i) furnish information with respect to it to such Person making such Acquisition Proposal pursuant to a customary confidentiality agreement (subject to the requirement that any such information not previously provided to Acquiror shall be promptly furnished to Acquiror); (ii) participate in discussions or negotiations between Stockholder regarding such Acquisition Proposal; and any Person (other than Parent and its Affiliatesiii) terminate this Agreement in order to concurrently enter into an agreement with respect to any sale such Acquisition Proposal; provided, however, that the Company may not terminate this Agreement pursuant to this Section 5.9 unless and until (x) five (5) Business Days have elapsed following the delivery to Acquiror of any Shares held a written notice of such determination by Stockholder the Company Board and, during such five (other than to state that Stockholder is currently not permitted 5) Business-Day period, Acquiror and the Company cooperate with one another with the intent of enabling them to engage in good faith negotiations so that the Contemplated Transactions may be effected, and (y) at the end of such discussions or negotiations)five (5) Business-Day period, the Company continues, in good faith and after consultation with outside legal counsel and financial advisors, to believe that a Superior Proposal continues to exist. (c) Notwithstanding the foregoing, the restrictions Nothing contained in this Section 5.2 Agreement shall not apply (i) prevent the Company or the Company Board from complying with Rule 14d-9 and Rule 14e-2 under the Exchange Act with respect to an Acquisition Proposal, provided that such Rules will in no way eliminate or modify the effect that any discussions or negotiations with respect action pursuant to the transfer of Shares permitted by Section 2.3, or (ii) with respect to any discussions between the Stockholder, on the one hand, and any Affiliate or Representative of Stockholder on the other handsuch Rules would otherwise have under this Agreement.

Acquisition Proposals. (a) Stockholder agrees that neither it nor any of its controlled Affiliates (other than Except as permitted by this Section 5.2, the Company or its Subsidiaries) shallshall not, and shall cause its Subsidiaries not authorize to, and shall use its reasonable best efforts to cause its and their directors, officers, employees, other Affiliates, investment bankers, attorneys, accountants and other advisors or permit its Representatives representatives (it being understood thatcollectively, for purposes hereof, a Representative of the Company shall “Representatives”) not constitute a Representative of a Stockholder unless such Stockholder shall have separately engaged or directed such Person in his, her or its capacity as a stockholder of the Company and not as an officer, director or employee of the Company) to, directly or indirectly, indirectly (i) initiateinitiate or solicit, or knowingly facilitate or encourage, solicitany inquiries, assist, induce discussions or facilitate requests with respect to or the making, submission or announcement making of any proposal or offer that constitutes or would reasonably be expected to lead to an Acquisition Inquiry or Acquisition Proposal; Proposal (an “Inquiry”), (ii) furnish engage in or otherwise participate in any discussions or negotiations regarding an Acquisition Proposal or Inquiry or that would reasonably be expected to lead to an Acquisition Proposal, or provide any access to its properties, books or records or any non-public information regarding any Acquired Company to any Person relating to the Company or any of its Subsidiaries in connection with or in response to any Acquisition Inquiry or Acquisition Proposal; the foregoing, (iii) engage in discussions or negotiations with any Person with respect to any Acquisition Inquiry or Acquisition Proposal; or (iv) otherwise facilitate any effort or attempt to make or implement an Acquisition Inquiry or Acquisition Proposal or enter into any agreement in principle, letter of intent, memorandum of understanding, term sheet, other acquisition agreement, option agreement, joint venture agreement, partnership agreement, letter of intent, term sheet, merger agreement or similar agreement (other similar document than an Acceptable Confidentiality Agreement) with respect to an Acquisition Proposal (an “Alternative Acquisition Agreement”), (iv) approve, endorse, declare advisable or Contract relating recommend any Acquisition Proposal, (v) take any action to make the provisions of any Takeover Statute or any restrictive provision of any applicable anti-takeover provision in the certificate of incorporation or bylaws of the Company inapplicable to any transactions contemplated by any Acquisition Inquiry Proposal or Acquisition Proposal. (bvi) Upon authorize, commit to, agree or publicly propose to do any of the execution hereofforegoing. As of the No-Shop Period Start Date (as defined in the Original Agreement), Stockholder shall the Company has, and has caused its Subsidiaries and its and their directors, officers and employees and has instructed its Affiliates and other Representatives to immediately cease and cause to be terminated all existing activitiessolicitations, discussions or and negotiations with any parties Persons (other than Parent and its AffiliatesRepresentatives) conducted heretofore that may be ongoing with respect to any Acquisition Inquiry or an Acquisition Proposal or sale of Shares held by Stockholder, Inquiry and shall refrain from engaging in any future discussions or negotiations between Stockholder and any request that each such Person (other than Parent and its AffiliatesRepresentatives) promptly return or destroy all confidential information furnished to such Person by or on behalf of the Company in connection with any such Acquisition Proposal or Inquiry. (b) Notwithstanding anything to the contrary contained in Section 5.2(a) or elsewhere in this Agreement, at any time following the date of this Agreement and prior to the Expiration Date, if the Company, directly or indirectly through one or more of its Representatives, receives a written unsolicited and bona fide Acquisition Proposal that did not result from a breach of this Section 5.2, the Company and its Representatives may contact the Person or group of Persons making such Acquisition Proposal to clarify the terms and conditions thereof so as to determine whether such Acquisition Proposal constitutes, or could reasonably be expected to result in, a Superior Proposal, and may (i) provide information to such Person or group of Persons (including their respective Representatives and prospective equity and debt financing sources) if the Company receives from such Person or group of Persons (or has received from such Person or group of Persons) an executed confidentiality agreement containing terms that are not less favorable in any material respect to the Company than those contained in the Confidentiality Agreement, except that such confidentiality agreement need not contain any sale standstill or similar provision (an “Acceptable Confidentiality Agreement”); provided, that the Company shall make available to Parent and Merger Sub any non-public information concerning the Company or its Subsidiaries that is provided to any such Person or group of Persons which was not previously made available to Parent or Merger Sub substantially concurrently (and in any Shares held by Stockholder event within twenty-four (other than 24) hours thereafter), and (ii) engage or participate in any discussions or negotiations with such Person or group of Persons, if prior to state taking any action described in clause (i) or (ii) above, (A) the Company Board (acting upon the recommendation of the Special Committee) and the Special Committee determine in good faith after consultation with their financial advisor and outside legal counsel that Stockholder such Acquisition Proposal constitutes, or would reasonably be expected to result in, a Superior Proposal and (B) the Company Board (acting upon the recommendation of the Special Committee) and the Special Committee determine in good faith after consultation with their outside legal counsel that failure to take such action would be reasonably likely to be inconsistent with their fiduciary obligations under applicable Law. It is currently not understood and agreed that any contacts, disclosures, discussions or negotiations permitted under this Section 5.2(b), including any public announcement that the Company Board (acting upon the recommendation of the Special Committee) and the Special Committee have made any determination required under this Section 5.2(b) to take or engage in any such discussions actions (provided that the Company Board expressly publicly reaffirms the Company Recommendation in connection with such disclosure), shall not constitute a Change of Recommendation or negotiations)otherwise constitute a basis for Parent to terminate this Agreement pursuant to Section 7.4. (c) Except as set forth in this Section 5.2(c) or in Section 5.2(d), neither the Company Board nor any committee thereof (including the Special Committee) shall (1) withhold, withdraw, qualify or modify (or publicly propose to withhold, withdraw, qualify or modify), in each case in a manner adverse to Parent, the Company Recommendation, (2) fail to include the Company Recommendation in the Schedule 14D-9, (3) adopt, approve or recommend or endorse or otherwise declare advisable, or publicly propose to adopt, approve or recommend, any Acquisition Proposal, (4) fail to publicly reaffirm the Company Recommendation within ten (10) Business Days after Parent so requests in writing following any public disclosure of an Acquisition Proposal (other than of the type referred to in the proviso to the following clause (5)) from any Person other than Parent and Merger Sub or any of their respective Affiliates (provided, that if the Expiration Date is scheduled to occur within ten (10) Business Days from the date of such written request, promptly and in any event prior to the date that is two (2) Business Days before the Expiration Date) or (5) fail to recommend, in a Solicitation/Recommendation Statement on Schedule 14D-9 under the Exchange Act, against any Acquisition Proposal that is a tender offer or exchange offer subject to Regulation 14D promulgated under the Exchange Act within ten (10) Business Days after the commencement (within the meaning of Rule 14d-2 under the Exchange Act) of such tender offer or exchange offer (or if the Expiration Date is scheduled to occur within ten (10) Business Days from the date of such commencement, promptly and in any event prior to the date that is two (2) Business Days before the Expiration Date) (any of the foregoing, a “Change of Recommendation”); provided, that any communication made in accordance with Section 5.2(d)(ii) or the failure by the Company Board or the Special Committee to take a position with respect to an Acquisition Proposal referred to in the preceding clause (4) or a tender offer or exchange offer referred to in the preceding clause (5), shall not be deemed a Change of Recommendation if such communication is made or such position is taken prior to the tenth (10th) Business Day after the commencement (within the meaning of Rule 14d-2 under the Exchange Act) of such tender offer or exchange offer (or, if earlier, no fewer than two (2) Business Days prior to the Expiration Date) or Parent’s written request following the public disclosure of such Acquisition Proposal, as applicable (or such earlier time as referenced above). Notwithstanding the foregoing or anything to the contrary set forth in this Agreement, prior to the Expiration Date, (x) if an Intervening Event occurs and the Special Committee determines in good faith, after consultation with its outside legal counsel, that failure to effect a Change of Recommendation in light of such Intervening Event would be reasonably likely to be inconsistent with their fiduciary obligations under applicable Law, the Company Board (acting upon the recommendation and direction of the Special Committee) may effect a Change of Recommendation contemplated by clauses (1) or (2) of the definition thereof or (y) if the Company receives, directly or indirectly through one or more of its Representatives, an unsolicited, written, bona fide Acquisition Proposal that the Company Board (acting upon the recommendation of the Special Committee) and the Special Committee concludes in good faith, after consultation with their financial advisor and outside legal counsel, constitutes a Superior Proposal and such Acquisition Proposal did not result from a material breach by the Company of this Section 5.2, the Company Board (acting upon the recommendation of the Special Committee) and the Special Committee may effect a Change of Recommendation and/or terminate this Agreement pursuant to Section 7.3(a) in order to enter into an Alternative Acquisition Agreement providing for such Superior Proposal, and, in the case of either clause (x) or (y): (i) the Company shall have provided prior written notice to Parent, at least three (3) Business Days in advance, that it intends to effect a Change of Recommendation (a “Notice of Change of Recommendation”) and/or terminate this Agreement pursuant to Section 7.3(a), which notice shall specify in reasonable detail the basis for the Change of Recommendation and/or termination and (A) in the case of a Superior Proposal, the identity of the Person or group of Persons making such Superior Proposal and the material terms thereof, along with a copy of any proposed agreement in respect of such Superior Proposal (or, if there is no such proposed agreement, a written summary of the material terms and conditions of such Superior Proposal); or (B) in the case of an Intervening Event, reasonable detail regarding the Intervening Event; (ii) after providing such notice and prior to effecting such Change of Recommendation and/or terminating this Agreement pursuant to Section 7.3(a), the Company shall have negotiated, and shall have caused its Representatives to be available to negotiate, with Parent and Merger Sub in good faith (to the extent Parent and Merger Sub desire to negotiate) during such three (3) Business Day period (the “Notice Period”) to make such adjustments to the terms and conditions of this Agreement as would obviate the need for the Company to effect a Change of Recommendation and/or terminate this Agreement pursuant to Section 7.3(a); and (iii) following the end of the Notice Period, the Company Board (acting upon the recommendation of the Special Committee) and the Special Committee shall have determined in good faith, after consultation with their outside legal counsel and, with respect to clause (A) below, their financial advisor, taking into account any changes to this Agreement proposed in writing by Parent in response to the Notice of Change of Recommendation, that (A) the Superior Proposal giving rise to the Notice of Change of Recommendation continues to be a Superior Proposal or (B) in the case of an Intervening Event, the failure of the Company Board and the Special Committee to effect a Change of Recommendation would continue to be reasonably likely to be inconsistent with its fiduciary obligations under applicable Law. Any amendment to the financial terms or any other material change to the terms of a Superior Proposal shall require the Company to deliver a new Notice of Change of Recommendation and the Company shall be required to comply again with the requirements of clauses (i) – (iii) above; provided, however, that subsequent to the initial Notice Period, the Notice Period shall be reduced to two (2) Business Days following receipt by Parent of any such new Notice of Change of Recommendation. (d) Nothing contained in this Section 5.2 or elsewhere in this Agreement shall be deemed to prohibit the Company, Company Board or any committee thereof (including the Special Committee) from (i) complying with its disclosure or fiduciary obligations under applicable Law or disclosure obligations under NYSE rules, including taking and disclosing to its stockholders a position contemplated by Rule 14d-9 or Rule 14e-2(a) under the Exchange Act (or any similar communication to stockholders) or (ii) making any “stop-look-and-listen” communication to stockholders of the Company pursuant to Rule 14d-9(f) under the Exchange Act (or any similar communications to stockholders of the Company, including any such similar communication in response to an Acquisition Proposal that is not a tender offer or exchange offer); provided, however, that (x) except as provided in the next sentence, any disclosure made as permitted under clause (i) of this Section 5.2(d) (other than any “stop-look-and-listen” or similar communication) that relates to an Acquisition Proposal shall be deemed to be a Change of Recommendation unless the Company Board (acting upon the recommendation of the Special Committee) and the Special Committee expressly publicly reaffirm the Company Recommendation in connection with such disclosure, and (y) none of the Company, the Company Board, or the Special Committee shall be permitted to recommend any Acquisition Proposal (including that the stockholders of the Company tender any securities in connection with any tender offer or exchange offer that is an Acquisition Proposal) or otherwise effect a Change of Recommendation with respect thereto, except as permitted by Section 5.2(c). It is understood and agreed that any “stop-look-and-listen” or similar communication permitted under clause (ii) of this Section 5.2(d) made prior to the tenth (10th) Business Day after the commencement (within the meaning of Rule 14d-2 under the Exchange Act) of such tender offer or exchange offer shall not constitute a Change of Recommendation or otherwise constitute a basis for Parent to terminate this Agreement pursuant to Section 7.4. The Company shall in no event be deemed to violate this Section 5.2 as a result of responding to any unsolicited proposal or inquiry solely by advising the Person making such proposal or inquiry of the terms of this Section 5.2. (e) The Company shall promptly (and, in any event, within twenty-four (24) hours) notify Parent in writing if, from and after May 6, 2021, any Acquisition Proposal is received by the Company, any of its Subsidiaries or any of its or their Representatives, indicating (except to the extent prohibited by applicable Law or Contract in effect as of May 6, 2021) the identity of the Person or group of Persons making such Acquisition Proposal and the material terms and conditions of any such Acquisition Proposal (including, if applicable, providing copies of any written Acquisition Proposal and any proposed agreements related thereto). Without limiting the foregoing, the restrictions Company shall (x) promptly (and in any event within twenty-four (24) hours) notify Parent in writing (i) if the Company determines to begin providing non-public information or to engage in negotiations or discussions concerning an Acquisition Proposal in accordance with this Section 5.2 shall not apply and (iii) with respect thereafter of any change to the financial or other material terms and conditions of any Acquisition Proposal, and (y) otherwise keep Parent reasonably informed of the status and material terms of any such Acquisition Proposal, discussions or negotiations with respect on a reasonably prompt basis, including by providing a copy of all written proposals, offers or drafts of proposed agreements. The Company shall not, and shall cause its Subsidiaries not to, after May 6, 2021, enter into any confidentiality or similar agreement that would prohibit it from providing such information to Parent. (f) Notwithstanding anything to the transfer of Shares permitted by Section 2.3contrary contained in this Agreement, or (ii) with respect to any discussions between the Stockholder, on the one hand, and any Affiliate or Representative of Stockholder on the other hand.the

Acquisition Proposals. (a) Stockholder CENFED agrees that neither it nor any of its controlled Affiliates (other than the Company officers or its Subsidiaries) directors shall, and CENFED shall use its best efforts to cause its employees, agents and representatives (including, without limitation, any investment banker, attorney or accountant retained by it or any of its subsidiaries) not authorize or permit its Representatives (it being understood that, for purposes hereof, a Representative of the Company shall not constitute a Representative of a Stockholder unless such Stockholder shall have separately engaged or directed such Person in his, her or its capacity as a stockholder of the Company and not as an officer, director or employee of the Company) to, directly or indirectly, (i) initiate, encourage, solicit, assist, induce or facilitate encourage any inquiries or the making, submission or announcement making of any Acquisition Inquiry proposal or Acquisition Proposal; offer (iiincluding, without limitation, any proposal or offer to stockholders of CENFED) furnish or otherwise provide access to any information regarding any Acquired Company to any Person in connection with or in response to any Acquisition Inquiry or Acquisition Proposal; (iii) engage in discussions or negotiations with any Person with respect to a merger, consolidation or similar transaction involving, or any Acquisition Inquiry purchase of all or any significant portion of the consolidated assets, deposits or any equity securities of, CENFED (any such proposal or offer being hereinafter referred to as an "Acquisition Proposal; ") or, except to the extent legally required for compliance by the directors of CENFED with their fiduciary duties, in the written opinion of outside legal counsel, with respect to an unsolicited offer from a third party, engage in any negotiations concerning or (iv) provide any confidential information or data to, or have any discussions with, any person relating to an Acquisition Proposal, or otherwise facilitate any effort or attempt to make or implement an Acquisition Inquiry or Acquisition Proposal or enter into any agreement in principle, letter of intent, memorandum of understanding, term sheet, acquisition agreement, option agreement, joint venture agreement, partnership agreement, merger agreement or other similar document or Contract relating to any Acquisition Inquiry or Acquisition Proposal. (b) Upon the execution hereof, Stockholder . CENFED shall immediately cease and cause to be terminated all any existing activities, discussions or negotiations with any parties (other than Parent and its AffiliatesGolden State) conducted heretofore with respect to any Acquisition Inquiry of the foregoing. CENFED will take the necessary steps to inform promptly the appropriate individuals or Acquisition Proposal entities referred to in the first sentence hereof of the obligations undertaken in this Section 5.1. CENFED agrees that it will notify Golden State immediately if any such inquiries, proposals or sale of Shares held by Stockholderoffers are received by, and any such information is requested from, or any such negotiations or discussions are sought to be initiated or continued with CENFED. CENFED also agrees that it shall refrain from engaging in any future discussions or negotiations between Stockholder and any Person promptly request each person (other than Parent Golden State) that has heretofore executed a confidentiality or standstill agreement in connection with its consideration of acquiring CENFED to return all confidential information heretofore furnished to such person by or on behalf of CENFED and its Affiliates) with respect to enforce any sale of any Shares held by Stockholder (other than to state that Stockholder is currently not permitted to engage in such discussions confidentiality or negotiations)standstill agreements. (c) Notwithstanding the foregoing, the restrictions in this Section 5.2 shall not apply (i) with respect to any discussions or negotiations with respect to the transfer of Shares permitted by Section 2.3, or (ii) with respect to any discussions between the Stockholder, on the one hand, and any Affiliate or Representative of Stockholder on the other hand.

Acquisition Proposals. (a) From the date of this Agreement to the Effective Time, each Stockholder agrees that neither it nor any of its controlled Affiliates (other than the Company or its Subsidiaries) shallshall not, and shall not authorize any of its respective directors, officers, employees, counsel, advisors, agents or permit its Representatives other representatives to, directly or indirectly, take any action to (it being understood thati) solicit, for purposes hereofinitiate or facilitate any Acquisition Proposal, a Representative (ii) participate in any way in discussions or negotiations with, or furnish any non-public information to, any person that has made an Acquisition Proposal, (iii) other than the Merger, approve or recommend any Acquisition Proposal, or (iv) enter into any agreement or letter of the Company intent with respect to any Acquisition Proposal. (b) Each Stockholder shall not constitute a Representative of a Stockholder unless immediately cease and cause to be terminated any discussions or negotiations between such Stockholder shall have separately engaged and any Person (other than Buyer or directed such Person Merger Sub) that may be ongoing with respect to any Acquisition Proposal (other than the Merger). (c) Notwithstanding anything to the contrary in histhis Agreement, her or (1) each Stockholder is entering into this Agreement, and agreeing to become bound hereby, solely in its capacity as a stockholder of the Company and not in any other capacity (including without limitation any capacity as an officer, a director or employee of the Company) and (2) nothing in this Agreement will be deemed to require any Stockholder or representative of any Stockholder who is also a member of the Company Board to take any action or refrain from taking any action in his or her capacity as a member of the Company Board to the extent such action is permitted by the Merger Agreement. (d) Notwithstanding anything to the contrary in this Section 1.3, if the Company Board has entered into discussions or negotiations with, or provided non-public information to, directly or indirectly, (i) initiate, encourage, solicit, assist, induce or facilitate the making, submission or announcement of any Acquisition Inquiry or Acquisition Proposal; (ii) furnish or otherwise provide access to any information regarding any Acquired Company to any Person in connection with or person in response to any an Acquisition Inquiry or Acquisition Proposal; (iiiProposal by such person in compliance with the provisions of Section 5.5(a)(D) of the Merger Agreement, each Stockholder may provide information and engage in discussions or negotiations with any Person with respect such person as and to any Acquisition Inquiry or Acquisition Proposal; or (iv) otherwise facilitate any effort or attempt the extent that the Company is permitted to make or implement an Acquisition Inquiry or Acquisition Proposal or enter into any agreement in principle, letter do so pursuant to the terms of intent, memorandum of understanding, term sheet, acquisition agreement, option agreement, joint venture agreement, partnership agreement, merger agreement or other similar document or Contract relating to any Acquisition Inquiry or Acquisition Proposalthe Merger Agreement. (be) Upon the execution hereof, Stockholder shall immediately cease and cause to be terminated all existing activities, discussions or negotiations with any parties (other than Parent and its Affiliates) conducted heretofore with respect to any Acquisition Inquiry or Acquisition Proposal or sale The provisions of Shares held by Stockholder, and shall refrain from engaging in any future discussions or negotiations between Stockholder and any Person (other than Parent and its Affiliates) with respect to any sale of any Shares held by Stockholder (other than to state that Stockholder is currently not permitted to engage in such discussions or negotiations). (c) Notwithstanding the foregoing, the restrictions in this Section 5.2 1.3 shall not apply (i) with respect to any discussions or negotiations with respect to remain in effect only during the transfer of Shares permitted by Section 2.3, or (ii) with respect to any discussions between the Stockholder, on the one hand, and any Affiliate or Representative of Stockholder on the other handSupport Period.

Acquisition Proposals. (a) Stockholder agrees that neither it nor From and after the date of this Agreement, Bancorp and Peoples Bank shall, and Bancorp shall cause any other Bancorp Subsidiaries to, and each shall use its reasonable best efforts to cause any of its controlled Affiliates (other than and their Representatives to, immediately cease and cause to be terminated immediately all existing activities, discussions and negotiations with any Persons conducted heretofore with respect to any Acquisition Proposal. From and after the Company date of this Agreement until the earlier of the Effective Time or its Subsidiaries) shallthe termination hereof and except as permitted by the following provisions, Bancorp and Peoples Bank shall not, and Bancorp shall cause any other Bancorp Subsidiaries and each of its and their respective Representatives not authorize or permit its Representatives (it being understood that, for purposes hereof, a Representative of the Company shall not constitute a Representative of a Stockholder unless such Stockholder shall have separately engaged or directed such Person in his, her or its capacity as a stockholder of the Company and not as an officer, director or employee of the Company) to, directly or indirectly, (i) initiate, encourage, solicit, assistinitiate or knowingly encourage the making of an Acquisition Proposal, induce (ii) except in accordance with Section 11.1(d), enter into any Contract or facilitate letter of intent with respect to any Acquisition Proposal (other than a confidentiality agreement entered into in accordance with the makingprovisions of this Section 9.7(a)) or (iii) other than informing Persons of the existence of the provisions contained in this Section 9.7, submission participate in any discussions or announcement negotiations regarding, or furnish or disclose to any Person (other than a party to this Agreement) any non-public information with respect to Bancorp or Peoples Bank in connection with any inquiries or the making of any Acquisition Inquiry proposal that constitutes, or is reasonably likely to lead to, any Acquisition Proposal; provided, however, that, at any time prior to the Bancorp Shareholders' Meeting, in response to an unsolicited Acquisition Proposal that the Board of Directors of Bancorp determines in good faith is reasonably likely to lead to a Superior Proposal, and which Acquisition Proposal was made after the date hereof and did not result from a material breach of this Section 9.7, Bancorp and Peoples Bank may (i) furnish information with respect to Bancorp and its Subsidiaries to the Person making such Acquisition Proposal (and its Representatives) pursuant to a customary confidentiality agreement not less restrictive of such Person than the Confidentiality Agreement; provided, however, that all such information has previously been, or is, in substance, provided to the Company contemporaneously as it is provided to such Person, and (ii) furnish or otherwise provide access to any information regarding any Acquired Company to any Person in connection with or in response to any Acquisition Inquiry or Acquisition Proposal; (iii) engage participate in discussions or negotiations with the Person making such Acquisition Proposal, and its officers, directors, employees, Representatives and agents regarding such Acquisition Proposal. (b) Neither the Board of Directors of Bancorp nor Peoples Bank nor any Person with respect committee thereof shall (i) (A) withdraw (or modify in a manner adverse to the Company), or publicly propose to withdraw (or modify in a manner adverse to the Company), the approval recommendation or declaration of advisability by such Board of Directors or any such committee thereof of this Agreement, the Mergers or the other transactions contemplated by this Agreement or (B) recommend, adopt or approve, or propose publicly to recommend, adopt or approve, any Acquisition Inquiry or Acquisition Proposal; Proposal (any action described in this clause (i) being referred to as a "Bancorp Adverse Recommendation Change") or (ivii) otherwise facilitate approve or recommend, or allow Bancorp or any effort or attempt of the Bancorp Subsidiaries to make or implement an Acquisition Inquiry or Acquisition Proposal execute or enter into into, any agreement in principleContract, letter of intent, memorandum of understanding, term sheetagreement in principle, merger agreement, acquisition agreement, option agreement, joint venture agreement, partnership agreement, merger agreement or other similar document agreement constituting or Contract relating related to any Acquisition Inquiry or Acquisition Proposal. (b) Upon the execution hereof, Stockholder shall immediately cease and cause to be terminated all existing activities, discussions or negotiations with any parties Proposal (other than Parent and its Affiliatesone or more of the confidentiality agreements referred to in Section 9.7(a) conducted heretofore with respect to any Acquisition Inquiry or Acquisition Proposal or sale of Shares held by Stockholder, and shall refrain from engaging in any future discussions or negotiations between Stockholder and any Person (other than Parent and its Affiliates) with respect to any sale of any Shares held by Stockholder (other than to state that Stockholder is currently not permitted to engage in such discussions or negotiationshereof). (c) . Notwithstanding the foregoing, if, before the restrictions Bancorp Shareholders' Meeting, (x) Bancorp or Peoples Bank receives an Acquisition Proposal, (y) the Board of Directors of Bancorp or Peoples Bank shall have determined in good faith after consultation with outside counsel that the failure to take such action is reasonably likely to result in a breach of its fiduciary duties under applicable Law, and (z) Bancorp provides written notice (a "Notice of Adverse Recommendation") advising the Company that the Board of Directors of Bancorp or Peoples Bank has made the determination described in clause (y) above, then the Board of Directors of Bancorp or Peoples Bank may take either or both of the following actions: (A) make a Bancorp Adverse Recommendation Change and (B) simultaneously with or after termination of this Agreement in accordance with Section 5.2 11.1(d), approve and enter into a Contract relating to an Acquisition Proposal that constitutes a Superior Proposal. (c) From and after the date of this Agreement, unless the Board of Directors of Bancorp or Peoples Bank shall not apply have determined reasonably and in good faith that taking such action is reasonably likely to result in a breach of its fiduciary duties under applicable Law, Bancorp or Peoples Bank (ias applicable) with respect shall promptly (but in any event within twenty-four hours) advise the Company of the receipt of any inquiries, requests, proposals or offers relating to any discussions or negotiations with respect to the transfer of Shares permitted by Section 2.3an Acquisition Proposal, or any request for nonpublic information relating to Bancorp or Peoples Bank (iias applicable) with respect to or any discussions between of their Subsidiaries by any Person that informs Bancorp or Peoples Bank or any Bancorp or Peoples Bancorp Representative that such Person is considering making, or has made, an Acquisition Proposal. Any such notice shall be made in writing, shall indicate the Stockholder, on material terms and conditions thereof and the one handidentity of the other party or parties involved, and shall include a copy of any Affiliate such written inquiry, request, proposal or Representative offer. Bancorp agrees that it shall keep the Company informed on a current basis of Stockholder on the other handstatus and terms of any Acquisition Proposal.

Acquisition Proposals. (a) Stockholder agrees that neither it nor any Subject to the provisions of its controlled Affiliates (other than the Company or its Subsidiaries) shallthis Section 6.3, and shall not authorize except for actions or permit its Representatives (it being understood thatomissions taken by or at the direction of Parent, for purposes hereofSub or any Designated Family Member, a Representative of the Company shall not constitute a Representative of a Stockholder unless including in such Stockholder shall have separately engaged or directed such Person in his, her or its person’s capacity as a stockholder director, officer or employee of any of the Acquired Corporations, during the Pre Closing Period, the Company and the other Acquired Corporations shall not, and the Company and the other Acquired Corporations shall instruct their respective Representatives not as an officer, director or employee of the Company) to, directly or indirectly, : (i) solicit or initiate, or knowingly induce, facilitate or encourage, solicit, assist, induce or facilitate the making, submission or announcement of any Acquisition Inquiry Proposal or take any action that would reasonably be expected to lead to an Acquisition Proposal; ; (ii) furnish or otherwise provide access to any nonpublic information regarding any of the Acquired Company Corporations to any Person in connection with or in response to any Acquisition Inquiry or an Acquisition Proposal; ; (iii) engage in discussions or negotiations with any Person with respect to any Acquisition Inquiry or Acquisition Proposal; or ; (iv) otherwise facilitate approve, endorse or recommend any effort or attempt to make or implement an Acquisition Inquiry or Acquisition Proposal or Proposal; (v) enter into any agreement in principle, letter of intent, memorandum of understanding, term sheet, acquisition agreement, option agreement, joint venture agreement, partnership agreement, merger agreement or other similar document intent or Contract contemplating or otherwise relating to any Acquisition Inquiry Transaction (other than an Acceptable Confidentiality Agreement entered into in accordance with Section 6.3(b)); or (vi) take any action that would render any of the restrictions of any of the Takeover Statutes inapplicable to any Person (other than Parent, Sub or Acquisition Proposalany member of the Purchaser Group). (b) Upon Anything in this Agreement to the execution hereofcontrary notwithstanding, at any time prior to the receipt of the later of the Company Stockholder Approval and the Majority of the Minority Approval, (i) the Company may furnish nonpublic information regarding the Acquired Corporations to, and engage in discussions or negotiations with, any Person or group of Persons in response to an Acquisition Proposal submitted to the Company, the Board or any Independent Committee by such Person or group (and not withdrawn) that the Board or any Independent Committee concludes in good faith is or could reasonably be expected to result in a Superior Proposal if (A) such Acquisition Proposal did not result from a breach of this Section 6.3 (other than any such breach caused by Parent, Sub or any Designated Family Member); (B) the Board or any Independent Committee determines in good faith, after consultation with its outside legal counsel, that the failure to take such action would be inconsistent with its fiduciary duties under applicable Law, (C) (x) prior to furnishing nonpublic information regarding the Acquired Corporations the Company receives from such Person or group of Persons an executed Acceptable Confidentiality Agreement and (y) subsequent to entering into discussions with such Person or group of Persons, the Company gives Parent written notice setting forth the identity of such Person or group of Persons, and the Company’s intention to furnish nonpublic information to, or enter into discussions with, such Person or group of Persons, and (D) concurrently with furnishing any such nonpublic information to such Person or group of Persons, the Company furnishes such nonpublic information to Parent (to the extent such nonpublic information has not been previously furnished by the Company to Parent); (ii) the Company (in accordance with Section 9.17) may waive any standstill provision of any confidentiality, standstill or similar agreement that would prohibit a Person or group of Persons from communicating an Acquisition Proposal to the Company, the Board or any Independent Committee if (A) any request for such waiver did not result from a breach of this Section 6.3 (other than any such breach caused by Parent, Sub or any Designated Family Member); (B) the Board or any Independent Committee determines in good faith, after consultation with its outside legal counsel, that the failure to take such action would be inconsistent with its fiduciary duties under applicable Law, (C) prior to such waiver, the Company gives Parent written notice of the existence of such standstill provision and the identity of such Person or group of Persons subject to such standstill, and (D) concurrent with such waiver, the Company gives Parent written notice of such waiver; and (iii) following the receipt of an Acquisition Proposal, the Board or any Independent Committee may contact the Person or group of Persons who has made such Acquisition Proposal to clarify and understand the terms and conditions thereof. Without limiting the generality of the foregoing, the Company (i) shall not permit any officer of the Company or authorize any Affiliate or Representative of any of the Acquired Corporations (other than any member of the Purchaser Group) to take any action inconsistent with any of the provisions set forth in the preceding sentence and (ii) acknowledges and agrees that any action inconsistent with any of the provisions set forth in the preceding sentence by a Representative of the Board or any Independent Committee shall be a breach of this Section 6.3 by the Company. (c) At any time prior to the receipt of the later of the Company Stockholder Approval and the Majority of Minority Approval, if any Acquisition Proposal is made or submitted by any Person or group of Persons, then the Company shall promptly (and in no event later than one (1) Business Day after receipt of such Acquisition Proposal) advise Parent orally and in writing of such Acquisition Proposal (including the identity of the Person or group of Persons making or submitting such Acquisition Proposal, and the terms thereof). The Company shall keep Parent promptly and reasonably informed with respect to (i) the status of any such Acquisition Proposal and (ii) the status and terms of any modification or proposed modification thereto. (d) The Company shall immediately cease and cause to be terminated all any discussions existing activities, discussions or negotiations as of the date hereof with any parties Person or group of Persons that relate to any Acquisition Proposal. (e) Subject to Section 6.3(b), the Company agrees not to release or permit the release of any Person or group of Persons from, or to waive or permit the waiver of any confidentiality, non-solicitation, or no hire provision in any Contract with respect to an Acquisition Proposal to which any of the Acquired Corporations is a party or under which any of the Acquired Corporations has any rights (including any Acceptable Confidentiality Agreement entered into during the Pre-Closing Period), and will cause each such agreement to be enforced to the extent requested by Parent. The Company also shall promptly request each Person or group of Persons that has executed a confidentiality or similar agreement in connection with its consideration of a possible Acquisition Transaction or a possible equity investment in any Acquired Corporation from January 1, 2012 to the date hereof to return to the Acquired Corporations all confidential information heretofore furnished to such Person or group of Persons by or on behalf of any of the Acquired Corporations. (f) During the Pre-Closing Period, neither the Company nor the Board (in accordance with Section 9.17) nor any committee thereof shall (i) withhold, withdraw, amend, qualify or modify, in a manner adverse to Parent or Sub, or propose publicly to withhold, withdraw, amend, qualify or modify, in a manner adverse to Parent or Sub, the Company Recommendation, (ii) adopt, approve or recommend, or publicly propose to adopt, approve or recommend, or publicly take a neutral position or no position with respect to, any Acquisition Proposal, (iii) fail to include the Company Recommendation in the Proxy Statement or fail to recommend against any Acquisition Proposal subject to Regulation 14D under the Exchange Act in any solicitation or recommendation statement on Schedule 14D-9 as promptly as practicable after the commencement of such Acquisition Proposal (but in any event within five (5) Business Days following such commencement) or (iv) following receipt of an Acquisition Proposal, fail to reaffirm its approval or recommendation of this Agreement and the Merger within five (5) Business Days after receipt of any reasonable request to do so from Parent (any of the actions or events described in clauses “(i)” through “(iv)”, a “Change in Recommendation”). Notwithstanding anything in this Agreement to the contrary, at any time prior to the receipt of the later of the Company Stockholder Approval and the Majority of the Minority Approval, if (A) in response to an Intervening Event, the Board or any Independent Committee determines in good faith, after consultation with its outside legal counsel, that the failure to take such action would be inconsistent with its fiduciary duties under applicable Law, or (B) in response to the receipt by the Company of an Acquisition Proposal, the Board or any Independent Committee determines in good faith, after consultation with its financial advisor and outside legal counsel, that such Acquisition Proposal constitutes a Superior Proposal (a “Superior Proposal Determination”) and that the failure to take such action would be inconsistent with its fiduciary duties under applicable Law, the Board or any Independent Committee may make a Change in Recommendation in respect of such Intervening Event or such Superior Proposal, as the case may be. The Board or any Independent Committee may make a Change in Recommendation only if (i) the Board or any Independent Committee has notified Parent in writing of its intent to take such action (any such notice, a “Change in Recommendation Notice”), which notice shall, if delivered in connection with a (A) Superior Proposal, contain the identity of the Person making the Superior Proposal, specify the material terms of the Superior Proposal and contain a copy of the material documents and/or agreements providing for the Superior Proposal or (B) Intervening Event, contain a reasonably detailed description of such Intervening Event; provided that it is agreed that the provision of such Change in Recommendation Notice to Parent, in each case, shall not constitute a Change in Recommendation; (ii) the Company shall, and shall cause its Representatives to, for a period of at least five (5) calendar days following receipt by Parent of the Change in Recommendation Notice (such time period, the “Notice Period”), negotiate with Parent and any Representative of Parent in good faith (to the extent Parent desires to negotiate) to permit Parent to propose amendments to the terms and conditions of this Agreement and the Contemplated Transactions (a “Parent Proposal”); (iii) on the date that is no later than two (2) Business Days immediately following the Notice Period, and taking into account any Parent Proposal received during the Notice Period, the Board or any Independent Committee shall have considered in good faith such Parent Proposal, if any, and shall have determined, in respect of such Superior Proposal, that the Superior Proposal would continue to constitute a Superior Proposal or, in respect of such Intervening Event, the failure to make a Change in Recommendation with respect to such Intervening Event would continue to be inconsistent with its fiduciary duties under applicable Law, if the revisions proposed in such Parent Proposal, if any, were to be given effect; and (iv) such Superior Proposal did not result from a breach of this Section 6.3 (other than Parent any such breach caused by Parent, Sub or any Designated Family Member). The Company acknowledges and its Affiliates) conducted heretofore agrees that, in connection with respect to any Acquisition Inquiry or a Change in Recommendation Notice delivered in connection with an Acquisition Proposal or sale that is determined to be a Superior Proposal, each successive material modification to the financial terms of Shares held by Stockholder, such Acquisition Proposal shall be deemed to constitute a new Acquisition Proposal for purposes of this Section 6.3(f) and shall refrain from engaging in any future discussions or negotiations between Stockholder and any Person trigger a new Notice Period, except that the Notice Period shall be at least three (other 3) calendar days (rather than Parent and its Affiliatesthe five (5) with respect to any sale of any Shares held calendar days otherwise contemplated by Stockholder clause “(other than to state that Stockholder is currently not permitted to engage in such discussions or negotiationsii)” above). (cg) Notwithstanding the foregoing, the restrictions Nothing contained in this Section 5.2 Agreement shall not apply prohibit the Company or the Board or any committee thereof from (i) making any disclosure to the Company’s stockholders with regard to the Contemplated Transactions or an Acquisition Proposal that the Board or any committee thereof has determined in good faith, after consultation with outside legal counsel, that the failure to do so would be reasonably likely to violate U.S. federal or state securities laws or other applicable Law or would be inconsistent with the Board’s fiduciary duties under applicable Law, (ii) taking and disclosing to the Company’s stockholders a position contemplated by Rules 14d-9 and 14e-2(a) promulgated under the Exchange Act with respect to an Acquisition Proposal (or any discussions similar communication to its stockholders in connection with the making or negotiations with respect to the transfer amendment of Shares permitted by Section 2.3, a tender offer or exchange offer) or (iiiii) issuing a “stop, look and listen” statement or similar communication of the type contemplated by Rule 14d-9(f) under the Exchange Act; provided that compliance by the Company or the Board with respect to such obligations shall not relieve the Company of any discussions between of its obligations under the Stockholderprovisions of this Section 6.3. For the avoidance of doubt, on none of the one handCompany, the Board or any committee thereof shall effect a Change in Recommendation except in accordance with and any Affiliate or Representative in compliance with the terms of Stockholder on the other handSection 6.3(f).

Acquisition Proposals. (a) Stockholder agrees that neither RISCORP shall not, nor shall it nor permit any of its controlled Affiliates (other than the Company or its Subsidiaries) shallsubsidiaries to, and nor shall not it authorize or permit its Representatives (it being understood that, for purposes hereof, a Representative of the Company shall not constitute a Representative of a Stockholder unless such Stockholder shall have separately engaged or directed such Person in his, her or its capacity as a stockholder of the Company and not as an any officer, director or employee of, or any investment banker, attorney or other advisor, representative or agent of, RISCORP or any of the Company) its subsidiaries to, directly or indirectly, (i) initiate, encourage, solicit, assist, induce initiate or facilitate encourage the making, submission or announcement of any Acquisition Inquiry Proposal (as hereinafter defined) or Acquisition Proposal; (ii) furnish or otherwise provide access to any information regarding any Acquired Company to any Person in connection with or in response to any Acquisition Inquiry or Acquisition Proposal; (iii) engage in discussions or negotiations with any Person with respect to any Acquisition Inquiry or Acquisition Proposal; or (iv) otherwise facilitate any effort or attempt to make or implement an Acquisition Inquiry or Acquisition Proposal or enter into any agreement in principle, letter of intent, memorandum of understanding, term sheet, acquisition agreement, option agreement, joint venture agreement, partnership agreement, merger agreement or other similar document or Contract relating to any Acquisition Inquiry or Acquisition Proposal. (b) Upon the execution hereof, Stockholder shall immediately cease and cause to be terminated all existing activities, discussions or negotiations with any parties (other than Parent and its Affiliates) conducted heretofore with respect to any Acquisition Inquiry or Acquisition Proposal or sale of Shares held by Stockholderto, and shall refrain from engaging participate in any future discussions or negotiations between Stockholder and any Person (other than Parent and its Affiliates) with respect to any sale of any Shares held by Stockholder (other than to state that Stockholder is currently not permitted to engage in such discussions or negotiations). (c) Notwithstanding the foregoing, the restrictions in this Section 5.2 shall not apply (i) with respect to any discussions or negotiations regarding, or furnish to any person any information with respect to, or take any other action to facilitate the making of any proposal or offer that constitutes, or may reasonably be expected to lead to, any Acquisition Proposal; provided, however, that, at any time prior to the transfer RISCORP Shareholder Approval, RISCORP may, following the receipt of Shares permitted by Section 2.3an unsolicited Acquisition Proposal, or (ii) with respect to any discussions between if the StockholderBoard of Directors of RISCORP determines in good faith, based on the one handwritten advice of outside counsel, that it is necessary to do so in order to comply with its fiduciary duties to shareholders under applicable law, participate in negotiations regarding such Acquisition Proposal or furnish information regarding RISCORP, the Sellers or the Business, pursuant to an appropriate confidentiality agreement, to the person making such Acquisition Proposal. Notwithstanding anything in this Agreement to the contrary, RISCORP shall promptly advise the Purchaser orally and in writing of the receipt by it (or any of the other persons referred to above) after the date hereof of any Acquisition Proposal. Such notice shall identify the offeror and the terms and conditions of the Acquisition Proposal, and thereafter RISCORP shall keep the Purchaser fully informed of the status and details of such Acquisition Proposal. Without limiting the foregoing, it is understood that any Affiliate violation of the restrictions set forth in the first sentence of this Section 5.03 by any officer, director or Representative employee of Stockholder RISCORP or any of its subsidiaries or any investment banker, attorney or other advisor, representative or agent of RISCORP or any of its subsidiaries, whether or not such person is purporting to act on the other hand.behalf of RISCORP or any of its subsidiaries or otherwise, shall be deemed to be a breach of this Section 5.03

Acquisition Proposals. (a) Stockholder agrees that neither it nor Any offer or proposal by any Person or group concerning any tender or exchange offer, proposal for a merger, share exchange, recapitalization, consolidation or other business combination involving CEM or any of its controlled Affiliates (subsidiaries or divisions, or any proposal or offer to acquire in any manner, directly or indirectly, a significant equity interest in, or a substantial portion of the assets of, CEM or any of its subsidiaries, other than pursuant to the Company or its Subsidiaries) shalltransactions contemplated by this Agreement, and shall not authorize or permit its Representatives (it being understood that, for purposes hereof, a Representative of the Company shall not constitute a Representative of a Stockholder unless such Stockholder shall have separately engaged or directed such Person in his, her or its capacity as a stockholder of the Company and not is hereby defined as an officer"Acquisition Proposal". CEM shall not, director nor shall it permit any of its officers, directors, affiliates, representatives or employee of the Company) agents to, directly or indirectly, (ia) initiate, encourage, take any action to solicit, assist, induce initiate or facilitate the making, submission or announcement of encourage any Acquisition Inquiry Proposal, or Acquisition Proposal; (ii) furnish or otherwise provide access to any information regarding any Acquired Company to any Person in connection with or in response to any Acquisition Inquiry or Acquisition Proposal; (iii) engage in discussions or negotiations with any Person with respect to any Acquisition Inquiry or Acquisition Proposal; or (iv) otherwise facilitate any effort or attempt to make or implement an Acquisition Inquiry or Acquisition Proposal or enter into any agreement in principle, letter of intent, memorandum of understanding, term sheet, acquisition agreement, option agreement, joint venture agreement, partnership agreement, merger agreement or other similar document or Contract relating to any Acquisition Inquiry or Acquisition Proposal. (b) Upon the execution hereof, Stockholder shall immediately cease and cause to be terminated all existing activities, discussions or negotiations with any parties (other than Parent and its Affiliates) conducted heretofore with respect to any Acquisition Inquiry or Acquisition Proposal or sale of Shares held by Stockholder, and shall refrain from engaging participate in any future discussions or negotiations between Stockholder and any Person (other than Parent and its Affiliates) with respect to any sale of any Shares held by Stockholder (other than to state that Stockholder is currently not permitted to engage in such discussions or negotiations). (c) Notwithstanding the foregoing, the restrictions in this Section 5.2 shall not apply (i) with respect to any discussions or negotiations with respect or encourage any effort or attempt by any other Person or take any other action to facilitate an Acquisition Proposal. From and after the transfer date hereof, CEM, its subsidiaries and all officers, directors, employees of, and all investment bankers, attorneys and other advisors and representatives of, CEM and its subsidiaries shall cease doing any of Shares permitted by Section 2.3the foregoing. Notwithstanding the foregoing, CEM or (ii) with respect any such Persons may, directly or indirectly, subject to a confidentiality agreement containing customary terms, furnish to any party information and access in response to a request for information or access made incident to an Acquisition Proposal made after the date hereof and may participate in discussions between and negotiate with such party concerning any written Acquisition Proposal made after the Stockholderdate hereof (provided that neither CEM nor any such Person, on after the one handdate hereof, solicited, initiated or encouraged such Acquisition Proposal), if the Committee shall have determined in good faith based upon the reasonably concluded advice of outside counsel that failing to take such action would violate CEM's board of directors' fiduciary duties under applicable law. During the term of this Agreement, the board of directors of CEM shall notify Acquiror immediately if any Acquisition Proposal is made and any Affiliate shall in such notice indicate in reasonable detail the identity of the offeror and the terms and conditions of such Acquisition Proposal and shall keep Acquiror promptly advised of all material developments that could culminate in the board of directors withdrawing, modifying or Representative amending its recommendation of Stockholder on the Merger and the other handtransactions contemplated by this Agreement. During the term of this Agreement, CEM shall not waive or modify any provisions contained in any confidentiality agreement entered into relating to a possible acquisition (whether by merger, stock purchase, asset purchase or otherwise) or recapitalization of CEM unless the Committee shall have determined in good faith based on reasonably concluded advice of outside counsel that failing to take such action would violate CEM's board of directors' fiduciary duties under applicable law.

Acquisition Proposals. (a) Stockholder agrees that neither it nor any of its controlled Affiliates (other than the Company or its Subsidiaries) shallSo long as this Agreement remains in effect, except as otherwise expressly permitted by this Agreement, DCB shall not, and it shall not authorize authorize, permit or permit its cause any DCB Subsidiary and their respective Representatives (it being understood that, for purposes hereof, a Representative of the Company shall not constitute a Representative of a Stockholder unless such Stockholder shall have separately engaged or directed such Person in his, her or its capacity as a stockholder of the Company and not as an officer, director or employee of the Company) to, directly or indirectly, : (iA) initiate, encourage, solicit, assist, induce or encourage (including by way of furnishing information), or take any action to facilitate the makingmaking of, submission any inquiry, offer or announcement of any Acquisition Inquiry proposal that constitutes, relates or could reasonably be expected to lead to an Acquisition Proposal; (iiB) furnish or otherwise provide access respond to any information regarding any Acquired Company inquiry relating to any Person in connection with or in response to any Acquisition Inquiry or an Acquisition Proposal; (iiiC) engage recommend or endorse an Acquisition Proposal; (D) participate in any discussions or negotiations regarding any Acquisition Proposal or furnish, or otherwise afford access, to any Person (other than OLB) any information or data with respect to DCB or any DCB Subsidiary or otherwise relating to an Acquisition Proposal; (E) release any Person from, waive any provisions of, or fail to enforce any confidentiality agreement or standstill agreement to which DCB or any DCB Subsidiary is a party; or (F) enter into any agreement, agreement in principle, letter of intent or similar instrument, including any exclusivity agreement, with respect to any Acquisition Proposal or approve or resolve to approve any Acquisition Proposal or any agreement, agreement in principle, letter of intent or similar instrument relating to an Acquisition Proposal. Any violation of the foregoing restrictions by DCB or any of its Representatives, whether or not such Representative is so authorized and whether or not such Representative is purporting to act on behalf of DCB or otherwise, shall be deemed to be a breach of this Agreement by DCB. DCB and each DCB Subsidiary shall, and shall cause each of its Representatives to, immediately cease and cause to be terminated any and all existing discussions, negotiations, and communications with any Person with respect to any Acquisition Inquiry existing or potential Acquisition Proposal; or (iv) otherwise facilitate any effort or attempt . Notwithstanding the foregoing, prior to make or implement the approval of the Agreement and the Merger by DCB’s stockholders at the DCB Common Stockholders’ Meeting, DCB may respond to an Acquisition Inquiry or Acquisition Proposal inquiry, furnish nonpublic information regarding itself and the DCB Subsidiaries to, or enter into discussions with, any Person in response to an unsolicited Acquisition Proposal that is submitted to DCB by such Person (and not withdrawn) if: (A) DCB’s board of directors determines in good faith, after consultation with and having considered the advice of its outside legal counsel and the advice of RP Financial, LC., that such Acquisition Proposal constitutes or is reasonably likely to lead to a Superior Proposal (as defined below); (B) DCB has not violated any of the restrictions set forth in this Section 5.7(a)(ii); (C) DCB’s board of directors determines in good faith, after consultation with and based upon the advice of its outside legal counsel and the advice of RP Financial, LC., that such action is required in order for the board of directors to comply with its fiduciary obligations under applicable Law; and (D) at least two Business Days prior to furnishing any nonpublic information to, or entering into discussions with, such Person, DCB provides OLB with written notice of the identity of such Person and of DCB’s intention to furnish nonpublic information to, or enter into discussions with, such Person and DCB receives from such Person an executed confidentiality agreement in principleon terms no more favorable to such Person than the Confidentiality Agreement, letter of intent, memorandum of understanding, term sheet, acquisition agreement, option agreement, joint venture agreement, partnership agreement, merger which confidentiality agreement shall not provide such Person with any exclusive right to negotiate with DCB. DCB shall promptly provide to OLB any non-public information regarding DCB or other similar document or Contract relating any DCB Subsidiary provided to any Acquisition Inquiry other Person that was not previously provided to OLB, such additional information to be provided no later than the date of provision of such information to such other Person. DCB shall promptly (and in any event within 24 hours) notify OLB in writing if any proposals or offers are received by, any information is requested from, or any negotiations or discussions are sought to be initiated or continued with, DCB, any DCB Subsidiary or any of their Representatives, in each case in connection with any Acquisition Proposal. (b) Upon , and such notice shall indicate the execution hereof, Stockholder shall immediately cease and cause to be terminated all existing activities, name of the Person initiating such discussions or negotiations or making such proposal, offer or information request and the material terms and conditions of any proposals or offers (and, in the case of written materials relating to such proposal, offer, information request, negotiations or discussion, providing copies of such materials (including e-mails or other electronic communications)). DCB agrees that it shall keep OLB informed, on a current basis, of the status and terms of any such proposal, offer, information request, negotiations or discussions (including any amendments or modifications to such proposal, offer or request). DCB further agrees that it will provide OLB with the opportunity to present its own proposal to the DCB board of directors in response to any parties (other than Parent such proposal or offer and its Affiliates) conducted heretofore negotiate with OLB in good faith with respect to any Acquisition Inquiry or Acquisition Proposal or sale of Shares held by Stockholder, and shall refrain from engaging in any future discussions or negotiations between Stockholder and any Person (other than Parent and its Affiliates) with respect to any sale of any Shares held by Stockholder (other than to state that Stockholder is currently not permitted to engage in such discussions or negotiations)proposal. (c) Notwithstanding the foregoing, the restrictions in this Section 5.2 shall not apply (i) with respect to any discussions or negotiations with respect to the transfer of Shares permitted by Section 2.3, or (ii) with respect to any discussions between the Stockholder, on the one hand, and any Affiliate or Representative of Stockholder on the other hand.

Acquisition Proposals. (a) Stockholder agrees that neither it nor any of its controlled Affiliates Until this Agreement has been terminated in accordance with Section 7.1 (other than and the payments, if any, required to be made in connection with such termination pursuant to Section 7.2(b) have been made), Company or its Subsidiaries) shallshall not, and shall not authorize or permit any of its Representatives Affiliates to, and shall cause its and its Affiliates’ officers, directors, employees, consultants, representatives and other agents, including investment bankers, attorneys, accountants and other advisors (it being understood thatcollectively, for purposes hereofthe “Representatives”), a Representative of the Company shall not constitute a Representative of a Stockholder unless such Stockholder shall have separately engaged or directed such Person in his, her or its capacity as a stockholder of the Company and not as an officer, director or employee of the Company) to, directly or indirectly, (i1) initiate, encourageencourage (including by way of furnishing or disclosing information), solicit, assistinitiate, induce make or facilitate the makingmaking of, submission or announcement take any other action to facilitate any inquiries or the making of any proposal that constitutes or may reasonably be expected to lead to, any Acquisition Inquiry or Acquisition Proposal; Proposal (ii) furnish or otherwise provide access to including by taking any information regarding any Acquired Company to any Person in connection with or in response action after the date of this Agreement that would make Section 203 of the DGCL inapplicable to any Acquisition Inquiry or Acquisition Proposal; ), (iii2) engage participate in any way in discussions or negotiations with with, or furnish or disclose any Person with respect to any Acquisition Inquiry or Acquisition Proposal; or (iv) otherwise facilitate any effort or attempt to make or implement an Acquisition Inquiry or Acquisition Proposal or enter into any agreement in principleinformation to, letter of intent, memorandum of understanding, term sheet, acquisition agreement, option agreement, joint venture agreement, partnership agreement, merger agreement or other similar document or Contract relating to any Acquisition Inquiry or Acquisition Proposal. (b) Upon the execution hereof, Stockholder shall immediately cease and cause to be terminated all existing activities, discussions or negotiations with any parties (other than Parent and its Affiliates) conducted heretofore with respect to any Acquisition Inquiry or Acquisition Proposal or sale of Shares held by Stockholder, and shall refrain from engaging in any future discussions or negotiations between Stockholder and any Person (other than Parent and or any of its AffiliatesSubsidiaries) in connection with any Acquisition Proposal, (3) release or permit the release of any Person from, or waive or permit the waiver of any provisions of, or otherwise fail to exercise its rights under, any confidentiality, standstill or similar agreement to which Company is a party or under which Company has any rights with respect to the divestiture of the voting securities or any sale material portion of the assets of Company (except for any Shares held by Stockholder such agreement with Parent or any of its Subsidiaries), (4) effect a Change in Company Recommendation, (5) approve or recommend, or propose to approve or recommend, any Acquisition Proposal or (6) enter into any agreement, letter of intent, agreement-in-principle, acquisition agreement or other than instrument contemplating or otherwise relating to state that Stockholder is currently not permitted to engage in such discussions or negotiations). (c) any Acquisition Proposal. Notwithstanding the foregoing, at any time prior to the restrictions in this Section 5.2 shall not apply time that the Company Requisite Stockholder Vote is obtained, Company and the Representatives may: (i) participate in discussions or negotiations with, or furnish or disclose nonpublic information to, any Person in response to an unsolicited, bona fide and written Acquisition Proposal that is submitted to Company by such Person after the date of this Agreement and prior to the time that the Company Requisite Stockholder Vote is obtained if and so long as (A) none of Company, any of its Affiliates or any of the Representatives has violated any of the provisions of this Section 5.5, (B) a majority of the members of the Board of Directors of Company determines in good faith, after consultation with a nationally recognized financial advisor, that (I) such Person is reasonably capable of consummating a Superior Proposal taking into account the legal, financial, regulatory and other aspects of such Acquisition Proposal and (II) such Acquisition Proposal constitutes or is reasonably likely to constitute a Superior Proposal, (C) a majority of the members of the Board of Directors of Company determines in good faith, after consultation with its outside legal counsel, that failing to take such action would constitute a breach of its fiduciary duties to Company’s stockholders under applicable Law, (D) at least three Business Days prior to participating in discussions or negotiations with, or furnishing or disclosing any nonpublic information to, such Person, Company provides Parent with written notice of the identity of such Person and of Company’s intention to participate in discussions or negotiations with, or to furnish or disclose nonpublic information to, such Person, (E) prior to participating in discussions or negotiations with, or furnishing or disclosing any nonpublic information to, such Person, Company receives from such Person an executed confidentiality and standstill agreement containing terms no less restrictive upon such Person, in any respect, than the terms applicable to Parent under the Confidentiality Agreement, which confidentiality and standstill agreement shall not provide such Person with any exclusive right to negotiate with Company or have the effect of prohibiting Company from satisfying its obligations under this Agreement, and (F) contemporaneously with furnishing or disclosing any nonpublic information to such Person, Company furnishes such information to Parent (to the extent such information has not been previously delivered or made available by Company to Parent); and (ii) approve or recommend, or enter into (and, in connection therewith, effect a Change in Company Recommendation), a definitive agreement with respect to an unsolicited, bona fide and written Acquisition Proposal that is submitted to Company after the date of this Agreement and prior to the time that the Company Requisite Stockholder Vote is obtained if and so long as (A) none of Company, any of its Affiliates or any of the Representatives has violated any of the provisions of this Section 5.5, (B) Company provides Parent with written notice indicating that Company, acting in good faith, believes that the Acquisition Proposal is reasonably likely to constitute a Superior Proposal and, therefore, plans to conduct a meeting of the Board of Directors of Company for the purpose of considering whether the Acquisition Proposal constitutes a Superior Proposal, which notice shall be delivered to Parent at least three Business Days prior to the date of such meeting of the Board of Directors of Company, (C) during the three Business Day period after Company provides Parent with the written notice described in clause (B) above, Company shall cause its financial and legal advisors to negotiate in good faith with Parent in an effort to make such adjustments to the terms and conditions of this Agreement such that the Acquisition Proposal would not constitute a Superior Proposal, (D) notwithstanding the negotiations and adjustments pursuant to clause (C) above but after taking into account the results of such negotiations and adjustments, the Board of Directors of Company makes the determination necessary for such Acquisition Proposal to constitute a Superior Proposal, (E) notwithstanding the negotiations and adjustments pursuant to clause (C) above but after taking into account the results of such negotiations and adjustments, a majority of the members of the Board of Directors of Company determines in good faith, after consultation with its outside legal counsel, that failing to approve or recommend or enter into a definitive agreement with respect to such Acquisition Proposal would constitute a breach of its fiduciary duties to Company’s stockholders under applicable Law and (F) not later than the earlier of the approval or recommendation of, or the execution and delivery of a definitive agreement with respect to, any such Superior Proposal, Company (I) terminates this Agreement pursuant to Section 7.1(h), (II) makes the payment required to be made pursuant to Section 7.2(b) and (III) delivers to Parent a written certification duly executed from each other party to such Superior Proposal pursuant to which each such other party certifies that it is aware of the amount payable under Section 7.2(b) and that it waives any right that it may have to contest the amount so payable. (b) In addition to the obligations of Company set forth in Section 5.5(a), within 24 hours of the receipt thereof, Company shall provide Parent with written notice of (i) any request for information, any Acquisition Proposal or any inquiry, proposal, discussions or negotiations with respect to the transfer of Shares permitted by Section 2.3any Acquisition Proposal, or (ii) the material terms and conditions of such request, Acquisition Proposal, inquiry, proposal, discussions or negotiations and (iii) the identity of the Person making any such Acquisition Proposal or such request, inquiry or proposal or with whom such discussions or negotiations are taking place, and Company shall promptly provide Parent with copies of any written materials received by Company in connection with any of the foregoing. Company shall keep Parent fully informed of the status and general progress (including amendments or proposed amendments to any material terms) of any such request or Acquisition Proposal and keep Parent fully informed as to the details of any information requested of or provided by Company and as to the details of all discussions or negotiations. Without limiting Company’s obligations under Section 5.5(a), Company shall provide Parent with notice at least three Business Days prior to (or such lesser notice as is provided to the members of the Board of Directors of Company) any meeting of the Board of Directors of Company at which the Board of Directors is reasonably expected to discuss or consider any Acquisition Proposal. (c) Company shall, and shall cause its Affiliates and the Representatives to, immediately cease all discussions or negotiations, if any, with any Person other than Parent and its Subsidiaries that may be ongoing as of the date of this Agreement with respect to any discussions between Acquisition Proposal. Company shall immediately request each Person who has heretofore executed a confidentiality agreement in connection with its consideration of acquiring Company or any portion thereof (including any of its Subsidiaries) to return all nonpublic information heretofore furnished to such Person by or on behalf of Company. (d) Nothing contained in this Section 5.5 shall prohibit Company from complying with Rule 14e-2 and Rule 14d-9 promulgated under the StockholderExchange Act with respect to an Acquisition Proposal, on provided that such Rules shall in no way eliminate or modify the one handeffect that any action pursuant to such Rules would otherwise have under this Agreement. (e) Any violation of this Section 5.5 by Company’s Affiliates or the Representatives shall be deemed to be a breach of this Agreement by Company, and any whether or not such Affiliate or Representative is authorized to act and whether or not such Affiliate or Representative is purporting to act on behalf of Stockholder on the other handCompany.

Acquisition Proposals. (a) Stockholder agrees that neither it nor any of its controlled Affiliates (other than From and after the Company or its Subsidiaries) shall, and shall not authorize or permit its Representatives (it being understood that, for purposes hereof, a Representative execution of the Company shall not constitute a Representative of a Stockholder unless such Stockholder shall have separately engaged or directed such Person in his, her or its capacity as a stockholder Merger Agreement until the earlier to occur of the Company and not as an officer, director or employee termination of the Company) toMerger Agreement and the Effective Time, directly or indirectly, (i) initiate, encourage, solicit, assist, induce or facilitate the making, submission or announcement of any Acquisition Inquiry or Acquisition Proposal; (ii) furnish or otherwise provide access Fusion-io and its subsidiaries are required to any information regarding any Acquired Company to any Person in connection with or in response to any Acquisition Inquiry or Acquisition Proposal; (iii) engage in discussions or negotiations with any Person with respect to any Acquisition Inquiry or Acquisition Proposal; or (iv) otherwise facilitate any effort or attempt to make or implement an Acquisition Inquiry or Acquisition Proposal or enter into any agreement in principle, letter of intent, memorandum of understanding, term sheet, acquisition agreement, option agreement, joint venture agreement, partnership agreement, merger agreement or other similar document or Contract relating to any Acquisition Inquiry or Acquisition Proposal. (b) Upon the execution hereof, Stockholder shall immediately cease any and cause to be terminated all existing activities, discussions or negotiations with any parties persons conducted with respect to any proposal that constitutes or may reasonably be expected to lead to, any Acquisition Proposal, as defined below. Fusion-io and its subsidiaries shall not, and shall not authorize or permit any of their respective directors, officers or other employees, controlled affiliates, or any investment banker, attorney or other advisors or representatives retained any of them to, directly or indirectly: • solicit, initiate, knowingly encourage, knowingly assist, knowingly facilitate or knowingly induce the making, submission or announcement of, any proposal or transaction that constitutes or may reasonably be expected to lead to an Acquisition Proposal or Acquisition Transaction, as defined below; • participate or engage in discussions or negotiations with any person (other than Parent and or Purchaser) regarding any proposal or transaction that constitutes or may reasonably be expected to lead to an Acquisition Proposal or Acquisition Transaction; • furnish any non-public information relating to Fusion-io or any of its Affiliatessubsidiaries, or afford access to the business, properties, assets, books or records of Fusion-io or any of its subsidiaries to, or take any other action intended to knowingly encourage, or assist or facilitate, any person (other than Parent or Purchaser) conducted heretofore with respect that is seeking to make or has made any proposal or transaction that constitutes or may reasonably be expected to lead to an Acquisition Proposal or Acquisition Transaction; • enter into any letter of intent, memorandum of understanding, definitive agreement or similar document or contract or commitment contemplating or otherwise relating to any Acquisition Inquiry Proposal or Acquisition Transaction (other than a nondisclosure agreement meeting certain requirements specified in the Merger Agreement); • approve, endorse or recommend any Acquisition Proposal; • terminate, amend, waive or fail to enforce any rights under any standstill or other similar agreement between Fusion-io or any of its subsidiaries and any person (other than Parent), provided, however, that at any time prior to the Offer Closing, Fusion-io may waive or provide a consent under any standstill to permit a party to make a confidential Acquisition Proposal in compliance with the requirements of the Merger Agreement; or sale • waive the applicability of Shares held by Stockholderall or any portion of Section 203 of the DGCL, and shall refrain from engaging the Delaware anti-takeover statute, in any future discussions or negotiations between Stockholder and respect of any Person (other than Parent and its Affiliates) in relation to any Acquisition Proposal or Acquisition Transaction. However, prior to the Acceptance Time, the Fusion-io Board may: • engage or participate in discussions or negotiations with any person that has made and not withdrawn a bona fide, written Acquisition Proposal that the Fusion-io Board concludes in good faith (after consultation with its financial advisor of nationally recognized standing and its outside legal counsel) constitutes or is reasonably likely to lead to a Superior Proposal (as defined below); and • furnish to such person non-public information relating to Fusion-io and its subsidiaries pursuant to a nondisclosure agreement the terms of which are no less favorable to Fusion-io than those contained in the Nondisclosure Agreement (which shall not include any provisions that would prevent or restrict Fusion-io or its representatives from providing any information to Parent to which Parent is entitled under the Merger Agreement or a direct or indirect standstill); provided, however, in order to take any action described in the two bullets above with respect to such Acquisition Proposal, any other Acquisition Proposal made by the same person or an affiliate of such person, or otherwise in favor of such person or an affiliate of such person, (i) neither Fusion-io nor any of its subsidiaries can have breached or violated in any material respect its obligations described in this Section 11—"The Merger Agreement; Other Agreements—Merger Agreement—Acquisition Proposals," (ii) the Fusion-io Board must have determined in good faith (after consultation with outside legal counsel) that the failure to take such action would reasonably be expected to constitute a breach of its fiduciary duties to Fusion-io's stockholders under Delaware law, (iii) Fusion-io must give Parent prior written notice of the Acquisition Proposal, and of Fusion-io's intention to take such actions and (iv) contemporaneously with furnishing any non-public information to such person, Fusion-io shall also furnish such non-public information to Parent to the extent not been previously furnished to Parent. Fusion-io shall promptly advise Parent in writing of any bona fide Acquisition Proposal, any request for information that would reasonably be expected to lead to an Acquisition Proposal or Acquisition Transaction or any inquiry that would reasonably be expected to lead to any Acquisition Proposal or Acquisition Transaction, including the material terms and conditions thereof and the identity of the person or group making any such Acquisition Proposal, request or inquiry. Fusion-io is obligated to keep Parent promptly and reasonably informed of the status, including all material amendments or proposed amendments, of any Acquisition Proposal, request or inquiry. Fusion-io must also notify Parent at least 24 hours before any meeting of the Fusion-io Board at which the Fusion-io Board is reasonably expected to consider an Acquisition Proposal or Acquisition Transaction, an inquiry relating to a potential Acquisition Proposal or Acquisition Transaction, or a request to provide non-public information to any Person in relation to an Acquisition Proposal or Acquisition Transaction. Neither the Fusion-io Board nor any committee thereof shall (i) fail to make, withhold, withdraw, amend, qualify or modify, or propose to refuse to make, withhold, withdraw, amend, qualify or modify, the Fusion-io Board Recommendation, (ii) approve, endorse or recommend an Acquisition Proposal or Acquisition Transaction, (iii) fail to include the Fusion-io Board Recommendation in the Schedule 14D-9, or (iv) resolve, agree or publicly propose to take any of the foregoing actions (any action described in the preceding clauses (i), (ii), (iii) or this clause (iv) being referred to in this Offer to Purchase as a "Fusion-io Board Recommendation Change"). However, neither a "stop, look and listen" communication by the Fusion-io Board pursuant to and in compliance with Rule 14d-9(f) of the Exchange Act that also includes an express reaffirmation of the Fusion-io Board Recommendation, nor the approval or delivery by Fusion-io of either a Subsequent Determination Notice (as defined below) or an Intervening Event Notice (as defined below), is considered a Fusion-io Board Recommendation Change. The Fusion-io Board may effect a Fusion-io Board Recommendation Change with respect to any sale Acquisition Proposal at any time prior to the Acceptance Time, if the Fusion-io Board has received a bona fide, written Acquisition Proposal that constitutes a Superior Proposal that has not been withdrawn and: • neither Fusion-io nor any of its subsidiaries has breached or violated in any Shares held by Stockholder (other than to state that Stockholder is currently not permitted to engage in such discussions or negotiations). (c) Notwithstanding the foregoing, the restrictions material respect its obligations described in this Section 5.2 shall not apply (i) 11—"The Merger Agreement; Other Agreements—Merger Agreement—Acquisition Proposals," with respect to such Acquisition Proposal or any discussions person making such Acquisition Proposal, • the Fusion-io Board has determined in good faith (after consultation with outside legal counsel and after considering any counter-offer or negotiations proposal made by Parent), that, in light of the foregoing Superior Proposal, the failure by the Fusion-io Board to effect a Fusion-io Board Recommendation Change would reasonably be expected to constitute a breach of its fiduciary duties to Fusion-io stockholders under Delaware Law; • prior to effecting such Fusion-io Board Recommendation Change, the Fusion-io Board has given Parent at least four business days prior written notice that Fusion-io intends to take such action (a "Subsequent Determination Notice,"), which notice attaches such Superior Proposal, identities the person making such Superior Proposal, describes the terms and conditions of such Superior Proposal in reasonable detail, and provides Parent with respect the opportunity to meet with the Fusion-io Board and its outside legal counsel to discuss a modification of the terms and conditions of the Merger Agreement; and • Parent has not made, within four business days after its receipt of Fusion-io's Subsequent Determination Notice, an irrevocable counter-offer or proposal capable of being accepted by Fusion-io that the Fusion-io Board has determined in good faith (after consultation with a financial advisor of nationally recognized standing and its outside legal counsel) is at least as favorable to Fusion-io's stockholders as such Superior Proposal; Parent and Fusion-io have agreed that every subsequent material revision or material modification to any such Superior Proposal shall require a new Subsequent Determination Notice and a new two business day "matching" period. Fusion-io is obligated to keep confidential any such counter-offers or proposals made by Parent to revise the terms of the Merger Agreement, except to the transfer extent required to be disclosed in any SEC Reports or pursuant to applicable law or stock exchange listing requirement. In addition, the Fusion-io Board may effect a Fusion-io Board Recommendation Change at any time prior to the Acceptance Time in response to an Intervening Event (as defined below) if: • an Intervening Event has occurred; • the Fusion-io Board has determined in good faith (after consultation with outside legal counsel) that, in light of Shares permitted such Intervening Event, the failure by Section 2.3the Fusion-io Board to effect a Fusion-io Board Recommendation Change would reasonably be expected to constitute a breach of its fiduciary duties to Fusion-io's stockholders under Delaware Law; • prior to effecting such Fusion-io Board Recommendation Change, or the Fusion-io Board has given Parent at least three business days prior written notice thereof (iian "Intervening Event Notice") specifying the material facts underlying the Fusion-io Board's determination that an Intervening Event has occurred and the rationale and basis for such Fusion-io Board Recommendation Change and giving Parent the opportunity to meet with respect Fusion-io's outside legal counsel with the purpose and intent of enabling Parent and Fusion-io to discuss in good faith a modification of the terms and conditions of the Merger Agreement so as to obviate the need to effect a Fusion-io Board Recommendation Change on the basis of such Intervening Event; and • following the expiration of such three Business Day period, the Fusion-io Board has determined in good faith (after consultation with outside legal counsel) and after giving consideration to any discussions between offer or proposal from Parent, that, in light of such Intervening Event, the Stockholder, on failure by the one hand, and any Affiliate or Representative Fusion-io Board to effect a Fusion-io Board Recommendation Change would reasonably be expected to constitute a breach of Stockholder on the other hand.its fiduciary duties to Fusion-io's stockholders under Delaware law. For purposes of this Offer to Purchase:

Acquisition Proposals. (a) Stockholder agrees that neither As of the date hereof, BANK shall not, nor shall it nor permit any of its controlled Affiliates (other than the Company Subsidiaries to, nor shall it or its Subsidiaries) shall, and shall not Subsidiaries authorize or permit its Representatives (it being understood thatany of their respective officers, for purposes hereofdirectors, a Representative of the Company shall not constitute a Representative of a Stockholder unless such Stockholder shall have separately engaged employees, representatives or directed such Person in his, her or its capacity as a stockholder of the Company and not as an officer, director or employee of the Company) agents to, directly or indirectly, (i) initiate, encourage, solicit, assistinitiate or knowingly encourage (including by way of furnishing non-public information) any inquiries regarding, induce or facilitate the making, submission or announcement making of any Acquisition Inquiry or proposal which constitutes, any Acquisition Proposal, (ii) enter into any letter of intent or agreement related to any Acquisition Proposal other than a confidentiality agreement (each, an “Acquisition Agreement”) or (iii) participate in any discussions or negotiations regarding, or take any other action knowingly to facilitate any inquiries or the making of any proposal that constitutes, or that would reasonably be expected to lead to, any Acquisition Proposal; provided, however, that if, at any time prior to the BANK Stockholders’ Meeting, and without any breach of the terms of this Section 7.6(a), BANK receives an Acquisition Proposal from any Person that in the good faith judgment of the BANK Board (after receiving the advice of its legal and financial advisors (who shall be a nationally recognized investment banking firm)) is, or is reasonably likely to lead to the delivery of, a Superior Proposal, BANK may (x) furnish information (including non-public information) with respect to BANK to any such Person pursuant to a confidentiality agreement containing confidentiality provisions no more favorable to such Person than those in the Confidentiality Agreement between TIB and BANK dated January 23, 2006, and (y) participate in negotiations with such Person regarding such Acquisition Proposal. Neither the BANK Board nor any committee thereof shall (i) withdraw or modify, or propose to withdraw or modify, in a manner adverse to TIB, the approval or recommendation by the BANK Board, or such committee thereof, of the Merger or this Agreement; (ii) furnish approve or otherwise provide access recommend, or propose to approve or recommend, any information regarding any Acquired Company to any Person in connection with or in response to any Acquisition Inquiry or Acquisition Proposal; (iii) engage in discussions or negotiations with any Person with respect to any Acquisition Inquiry or Acquisition Proposal; or (iviii) otherwise facilitate authorize or permit BANK or any effort or attempt of its Subsidiaries to make or implement an Acquisition Inquiry or Acquisition Proposal or enter into any agreement Acquisition Agreement. Notwithstanding the foregoing, upon satisfaction of the notice, matching, payment and other requirements and procedures of Section 10.1(k) of this Agreement, the BANK Board may approve or recommend (and, in principleconnection therewith, letter withdraw or modify its approval or recommendation of intent, memorandum of understanding, term sheet, acquisition agreement, option agreement, joint venture agreement, partnership agreement, merger agreement this Agreement or other similar document or Contract relating to any Acquisition Inquiry or Acquisition the Merger) a Superior Proposal. (b) Upon the execution hereofBANK agrees that it and its Subsidiaries shall, Stockholder and BANK shall direct its and its Subsidiaries’ respective officers, directors, employees, representatives and agents to, immediately cease and cause to be terminated all existing any activities, discussions or negotiations with any parties (other than Parent and its Affiliates) conducted heretofore Persons with respect to any Acquisition Inquiry Proposal. BANK agrees that it will notify TIB promptly (but no later than 24 hours) if, to BANK’s Knowledge, any Acquisition Proposal is received by, any information is requested from, or any discussions or negotiations relating to an Acquisition Proposal are sought to be initiated or continued with, BANK, its Subsidiaries, or their officers, directors, employees, representatives or agents. The notice shall indicate the name of the Person making such Acquisition Proposal or sale taking such action and the material terms and conditions of Shares held by Stockholderany proposals or offers, and thereafter BANK shall refrain from engaging in any future discussions or negotiations between Stockholder keep TIB informed, on a current basis, of the status and any Person (other than Parent and its Affiliates) with respect to any sale terms of any Shares held by Stockholder (other than to state that Stockholder is currently not permitted to engage in such proposals or offers and the status of any such discussions or negotiations). BANK also agrees that it will promptly request each Person that has heretofore executed a confidentiality agreement in connection with any Acquisition Proposal to return or destroy all confidential information heretofore furnished to such Person by or on behalf of it or any of its Subsidiaries. (c) Notwithstanding the foregoing, the restrictions in this Section 5.2 shall not apply (i) with respect to any discussions or negotiations with respect to the transfer of Shares permitted by Section 2.3, or (ii) with respect to any discussions between the Stockholder, on the one hand, and any Affiliate or Representative of Stockholder on the other hand.

Acquisition Proposals. (a) Stockholder agrees that neither it nor any From the date hereof until the termination hereof and except as expressly permitted by the following provisions of its controlled Affiliates (other than this Section 6.2., the Company or its Subsidiaries) shallshall not, and the Company shall not authorize or permit its Representatives (it being understood that, for purposes hereof, a Representative of the Company shall not constitute a Representative of a Stockholder unless such Stockholder shall have separately engaged or directed such Person in his, her or its capacity as a stockholder of the Company and not as an any officer, director or employee of of, or any financial advisor, attorney, accountant or other advisor or representative retained by, the CompanyCompany (each, an "Agent") to, directly solicit offers for, respond to inquiries, initiate, encourage (including by way of furnishing information), endorse, enter into discussions with any party or indirectlyenter into any agreement with respect to, or take any other action to knowingly facilitate, any inquiries or the making of any proposal that constitutes, or may reasonably be expected to lead to, any Acquisition Proposal (as hereafter defined). The Company shall as soon as reasonably practicable advise Parent of any Acquisition Proposal or any offers, inquiries, indications of interest or discussions with respect thereto, including the name of the proposed acquirer and the material terms of the Acquisition Proposal. Subject to the rights of the Company under Article VIII of this Agreement, neither the Board of Directors of the Company nor any committee thereof shall (a) withdraw or modify, or propose to withdraw or modify, in a manner adverse to Parent the approval or recommendation by the Board of Directors of the Company of the Merger or this Agreement or (b) approve or recommend, or propose to approve or recommend, any Acquisition Proposal other than pursuant to the Merger or this Agreement. (b) Notwithstanding the provisions of Section 6.2.(a), nothing contained in this Agreement shall prevent the Board of Directors of the Company from (i) initiatefurnishing information to, encourage, solicit, assist, induce responding to inquiries or facilitate the making, submission or announcement of any Acquisition Inquiry or Acquisition Proposal; (ii) furnish or otherwise provide access to any information regarding any Acquired Company to any Person in connection with or in response to any Acquisition Inquiry or Acquisition Proposal; (iii) engage in entering into discussions or negotiations with any Person person or entity if and only to the extent that the Board of Directors of the Company shall have determined in good faith that such action is required in the exercise of its fiduciary duties, based upon the advice of outside counsel, (ii) complying with respect Rules 14d-9 and 14e-2 promulgated under the Exchange Act, (iii) making any disclosure to the Company's stockholders if the Board of Directors shall have determined, after consultation with outside counsel, that failure to make such disclosures would be inconsistent with applicable law or regulation of any Acquisition Inquiry national securities exchange or Acquisition Proposal; interdealer quotation system on which the Shares are traded or (iv) otherwise facilitate any effort withdrawing or attempt modifying its approval or recommendation of the Merger or this Agreement, if and only to make or implement an Acquisition Inquiry or Acquisition Proposal or enter into any agreement the extent that the Board of Directors of the Company shall have determined in principlegood faith that such action is required in the exercise of its fiduciary duties, letter based upon the advice of intent, memorandum of understanding, term sheet, acquisition agreement, option agreement, joint venture agreement, partnership agreement, merger agreement or other similar document or Contract relating to any Acquisition Inquiry or Acquisition Proposal. (b) Upon the execution hereof, Stockholder shall immediately cease and cause to be terminated all existing activities, discussions or negotiations with any parties (other than Parent and its Affiliates) conducted heretofore with respect to any Acquisition Inquiry or Acquisition Proposal or sale of Shares held by Stockholder, and shall refrain from engaging in any future discussions or negotiations between Stockholder and any Person (other than Parent and its Affiliates) with respect to any sale of any Shares held by Stockholder (other than to state that Stockholder is currently not permitted to engage in such discussions or negotiations)outside counsel. (c) Notwithstanding The Company will as soon as reasonably practicable notify Parent if any such inquiries or proposals are received by, any such information is requested from, or any such negotiations or discussions are sought to be initiated or continued with the foregoing, Company and inform Parent of the restrictions status of any such Acquisition Proposal from time to time. As used in this Section 5.2 Agreement, "Acquisition Proposal" shall not apply (i) mean any tender or exchange offer, or proposal, other than a proposal by Parent or any of its affiliates, for a merger, share exchange or other business combination involving the Company or any proposal or offer to acquire in any manner Shares or a substantial equity interest in the Company or a substantial portion of the assets of the Company or any strategic alliance by the Company with respect to any discussions or negotiations with respect a third party, except to the transfer of Shares permitted extent as contemplated by Section 2.3, or (ii) with respect to any discussions between the Stockholder, on the one hand, and any Affiliate or Representative of Stockholder on the other hand6.15.

Acquisition Proposals. (a) Stockholder agrees that neither it nor Except as contemplated by this Agreement or as specifically consented to in writing by Buyer, from the date hereof through the Closing Date, Seller shall not and shall not permit any of its controlled Affiliates (other than or any of the Company Representatives of Seller or its Subsidiaries) shall, and shall not authorize or permit its Representatives (it being understood that, for purposes hereof, a Representative of the Company shall not constitute a Representative of a Stockholder unless such Stockholder shall have separately engaged or directed such Person in his, her or its capacity as a stockholder of the Company and not as an officer, director or employee of the Company) toAffiliates, directly or indirectly, to intentionally solicit or initiate (i) initiateany acquisition (including by way of reinsurance not in the ordinary course of business, encouragehaving regard to the fact that the Company is in run off) of the Company or any substantial part of the business, solicitassets, assistcapital stock or other voting securities of, induce or facilitate any other equity interest in, the making, submission Company or announcement of any Acquisition Inquiry or Acquisition Proposal; (ii) furnish or otherwise provide access to any information regarding any Acquired Company to any Person in connection amalgamation, merger, business combination, consolidation with or in response to any Acquisition Inquiry or acquisition by the Company (each an “Acquisition Proposal; (iii) engage in ”), initiate any discussions or negotiations with regarding any Person with respect to any Acquisition Inquiry or Acquisition Proposal; or (iv) otherwise facilitate any effort or attempt to make or implement an Acquisition Inquiry or Acquisition Proposal or enter into any agreement in principle, letter of intent, memorandum of understanding, term sheet, acquisition agreement, option agreement, joint venture agreement, partnership agreement, merger agreement or other similar document or Contract relating with respect to any Acquisition Inquiry Proposal. Seller shall promptly communicate to Buyer the terms of any Acquisition Proposal which Seller or such other Person may receive. Seller warrants to Buyer that, at the date of this Agreement, neither the Seller, any of its Affiliates nor any of the Representatives of the Seller or any of its Affiliates is in discussions with any third party in relation to an Acquisition Proposal nor, during the period from 29 July 2005 up to and including the date of this Agreement, has any of them received, or been in or sought to initiate any negotiations in respect of, an Acquisition Proposal. (b) Upon Notwithstanding the execution hereofpreceding paragraph or any other provision of this Agreement, Stockholder shall immediately cease if Seller, its Affiliates and cause the Representatives of Seller and its Affiliates have complied with Section 6.11(a) above and Seller, an Affiliate of Seller or a Representative of Seller or one of its Affiliates receives a bona fide Acquisition Proposal that (x) is a Superior Proposal or (y) Seller reasonably believes might be expected to be terminated all existing activitiesresult in a Superior Proposal, then Seller and its Affiliates and Representatives may (i) participate in discussions or negotiations regarding such Acquisition Proposal, (ii) furnish to the Person or Persons making such Acquisition Proposal with non public information relating to the Company or any parties (other than Parent and of its Affiliates, (iii) conducted heretofore comply with Rules 14d-9 and 14e-2 promulgated under the Securities Exchange Act of 1934 or otherwise make disclosure to its shareholders, (iv) enter into a definitive agreement with respect to any Acquisition Inquiry or Acquisition Proposal or sale of Shares held by StockholderSuperior Proposal, subject to Section 6.11(c) below, and (v) take any non-appealable, final action ordered to be taken by Seller by any court of competent jurisdiction, but in each case referred to in the foregoing clauses (i), (ii) and (iv), if Seller determines in good faith after consultation with its counsel that the failure to take such action would present a reasonable possibility of the Board of Directors of Seller violating its fiduciary duties under applicable law. (c) In the event that Seller or the Company proposes to enter into a definitive agreement with respect to a Superior Proposal pursuant to Section 6.11(b)(iv), Seller shall refrain from engaging notify Buyer in writing immediately (subject to any future discussions confidentiality provisions Seller or negotiations between Stockholder the Company may owe to the Person making such Superior Proposal, provided that Seller shall use its reasonable efforts to resist any confidentiality obligations or to have them removed or waived). If, before 5:00 PM (Bermuda time) on the 5th Business Day after the date Seller’s notice is given pursuant to the immediately preceding sentence, Buyer submits to Seller an offer in writing to enter into a definitive agreement with Seller or the Company on terms at least as favorable to Seller as the terms of such Superior Proposal (a “Matching Offer”), Seller and any Person the Company shall not enter into a definitive agreement with respect to such Superior Proposal pursuant to Section 6.11(b)(iv) and shall enter into a definitive agreement with Buyer reflecting, or amend the terms of this Agreement to reflect, the terms of Buyer’s Matching Offer (other than Parent and its Affiliatesit being understood that Seller or the Company may enter into a definitive agreement pursuant to Section 6.11(b)(iv) with respect to any sale other Superior Proposal that may be received by Seller, any of its Affiliates or any Shares held by Stockholder (other than Representative of Seller or its Affiliates, subject to state that Stockholder is currently not permitted to engage in such discussions or negotiations). (c) Notwithstanding the foregoing, the restrictions in compliance with this Section 5.2 shall 6.11(c)). If Buyer does not apply submit a Matching Offer before 5:00 PM (iBermuda time) on the 5th Business Day after the date Seller’s notice is given pursuant to the first sentence of this Section 6.11(c), Seller may terminate this Agreement pursuant to Section 8.1(e) and enter into a definitive agreement with respect to such Superior Proposal. For the avoidance of doubt, if Buyer submits a Matching Offer in accordance with this Section 6.11(c), Seller shall notify Buyer of any discussions further Superior Proposal or negotiations with respect any amendment to the transfer of Shares existing Superior Proposal, but Buyer shall not be required to make a further Matching Offer in relation to that further or amended Superior Proposal and Seller shall not be permitted by Section 2.3, to enter into a definitive agreement in connection with such further or (ii) with respect to any discussions between the Stockholder, on the one hand, and any Affiliate or Representative of Stockholder on the other handamended Superior Proposal.

Acquisition Proposals. (a) Stockholder agrees that neither it nor any of The Company shall not, shall cause its controlled Affiliates (other than the Company or its Subsidiaries) shallSubsidiaries not to, and shall not authorize or permit instruct its Representatives (it being understood that, for purposes hereof, a Representative of the Company shall not constitute a Representative of a Stockholder unless such Stockholder shall have separately engaged or directed such Person in his, her or its capacity as a stockholder of the Company and not as an officer, director or employee of the Company) to, directly or indirectly, : (i) initiate, encourage, solicit, assist, induce or knowingly encourage or knowingly facilitate the making, submission or announcement of any Acquisition Inquiry Proposal or any inquiries regarding, or the making of any proposal or offer that constitutes, or would reasonably be expected to lead to, an Acquisition Proposal; (ii) furnish engage in, continue or otherwise provide access to any information regarding any Acquired Company to any Person participate in connection with or in response to any Acquisition Inquiry or Acquisition Proposal; (iii) engage in discussions or negotiations with any Person with respect to any Acquisition Inquiry or Acquisition Proposal; or (iv) otherwise facilitate any effort or attempt to make or implement an Acquisition Inquiry or Acquisition Proposal or enter into any agreement in principle, letter of intent, memorandum of understanding, term sheet, acquisition agreement, option agreement, joint venture agreement, partnership agreement, merger agreement or other similar document or Contract relating to any Acquisition Inquiry or Acquisition Proposal. (b) Upon the execution hereof, Stockholder shall immediately cease and cause to be terminated all existing activities, discussions or negotiations with any parties (other than Parent and its Affiliates) conducted heretofore with respect to any Acquisition Inquiry or Acquisition Proposal or sale of Shares held by Stockholder, and shall refrain from engaging in any future discussions or negotiations between Stockholder and any Person (other than Parent and its Affiliates) with respect to any sale of any Shares held by Stockholder (other than to state that Stockholder is currently not permitted to engage in such discussions or negotiations). (c) Notwithstanding the foregoing, the restrictions in this Section 5.2 shall not apply (i) with respect to any discussions or negotiations with respect to the transfer of Shares permitted by Section 2.3any Acquisition Proposal; or (iii) provide any non-public information to any Person (other than Parent, Aventis, Purchaser, or any designees of Parent, Aventis or Purchaser) in connection with, or for the purpose of knowingly encouraging or knowingly facilitating, an Acquisition Proposal or any proposal or offer that would reasonably be expected to lead to an Acquisition Proposal. The Company shall, and shall cause its Subsidiaries to, and shall instruct its Representatives to, immediately cease any direct or indirect solicitation, discussions, or negotiations with any Person (iiother than Parent, Aventis, Purchaser, or any designees of Parent, Aventis or Purchaser) with respect to any Acquisition Proposal, and, to the extent the Company has the right to do so, shall request the return or destruction of all confidential information provided by or on behalf of the Company or any of its Subsidiaries to any such Person. Notwithstanding anything to the contrary contained in this Agreement, the Company and its Representatives may (A) seek to clarify and understand the terms and conditions of any inquiry or proposal made by any Person solely to determine whether such inquiry or proposal constitutes an Acquisition Proposal and (B) solely inform a Person that has made an Acquisition Proposal or an inquiry with respect to an Acquisition Proposal of the provisions of this Section 6.3. (b) Notwithstanding Section 6.3(a) or any other provision of this Agreement, if at any time following the date of this Agreement and prior to the Acceptance Time, (i) the Company has received a written Acquisition Proposal from any Person or group of Persons, which Acquisition Proposal was made or renewed after the date of this Agreement and did not result from a breach in any material respect of this Section 6.3 and (ii) the Company Board or a committee thereof determines that such Acquisition Proposal constitutes or is reasonably likely to lead to or result in a Superior Proposal, then the Company may (A) furnish information (including non-public information) with respect to the Company and its Subsidiaries to the Person making such Acquisition Proposal and its Representatives and (B) participate in discussions between or negotiations with such Person and its Representatives regarding such Acquisition Proposal; provided, that, (1) the Stockholder, on the one handCompany shall not, and shall instruct its Representatives not to, disclose any Affiliate material non-public information to such Person unless the Company has, or Representative of Stockholder on first enters into, a confidentiality agreement with such Person with terms governing confidentiality that, taken as a whole, are not materially less restrictive to the other handPerson than those contained in the Confidentiality Agreement, except that such confidentiality agreement need not include explicit or implicit standstill provisions that would restrict the making of or amendment or modification to an Acquisition Proposal, and (2) the Company shall, as promptly as reasonably practicable, and in any event within one (1) Business Day, provide or make available to Parent any material non-public information concerning the Company or any of its Subsidiaries provided or made available to such other Person that was not previously provided or made available to Parent or Purchaser; provided, further, that the Company may only take the actions described in clauses (A) and (B) above if 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 take any such action would reasonably be expected to be inconsistent with its fiduciary duties under applicable Law. (c) The Company shall promptly (and in any event within twenty-four (24) hours) notify Parent of the receipt by the Company of any Acquisition Proposal or written indication by any Person that it is considering making an Acquisition Proposal, including the identity of the Person or group of Persons making such Acquisition Proposal. The Company shall (i) provide Parent promptly (and in any event within such twenty-four (24) hour period) a summary of the material terms and conditions of any such Acquisition Proposal, (ii) keep Parent reasonably informed of any material developments regarding any Acquisition Proposal on a prompt basis and (iii) upon the reasonable request of Parent, reasonably inform Parent of the status of such Acquisition Proposal. (d) The Company Board and each committee thereof shall not, subject to the terms and conditions of this Agreement, (i) cause or permit the Company or the Company’s Subsidiaries to enter into any acquisition agreement, merger agreement, or similar definitive agreement (other than a confidentiality agreement referred to and entered into in compliance with Section 6.3(b)) relating to any Acquisition Proposal (an “Alternative Acquisition Agreement”) or (ii) make a Change of Board Recommendation. (e) Notwithstanding Section 6.3(d) or any other provision of this Agreement, prior to the Acceptance Time: (i) the Company may terminate this Agreement to enter into an Alternative Acquisition Agreement if (A) the Company receives an Acquisition Proposal that the Company Board or a committee thereof determines in good faith constitutes a Superior Proposal; (B) the Company has notified Parent in writing that it intends to terminate this Agreement to enter into an Alternative Acquisition Agreement and (C) no earlier than the end of the Notice Period, the Company Board or any committee thereof determines in good faith, after taking into consideration the terms of any proposed amendment or modification to this Agreement that Parent has irrevocably committed in writing to make during the Notice Period, that the Acquisition Proposal that is subject of the Determination Notice continues to constitute a Superior Proposal; (ii) the Company Board or a committee thereof may make a Change of Board Recommendation if and only if (A) the Company receives an Acquisition Proposal that the Company Board or a committee thereof determines in good faith, after consultation with the Company’s outside legal counsel and financial advisors, constitutes a Superior Proposal, (B) the Company has notified Parent in writing that it intends to effect a Change of Board Recommendation and (C) no earlier than the end of the Notice Period, the Company Board or a committee thereof determines in good faith that the failure to make a Change of Board Recommendation would reasonably be expected to be inconsistent with its fiduciary duties under applicable Law, after taking into consideration any proposed amendment or modification to this Agreement that Parent has irrevocably committed in writing to make during the Notice Period; (iii) other than in connection with an Acquisition Proposal, the Company Board or a committee thereof may make a Change of Board Recommendation in response to an Intervening Event if and only if (A) the Company has notified Parent in writing that it intends to effect a Change of Board Recommendation and (B) no earlier than the end of the Notice Period, the Company Board or any committee thereof determines in good faith, after consultation with the Company’s outside legal counsel, and after considering the terms of any proposed amendment or modification to this Agreement that Parent has irrevocably committed in writing to make during the Notice Period, that the failure to effect a Change of Board Recommendation in response to such Intervening Event would reasonably be expected to be inconsistent with its fiduciary duties under applicable Law; and (iv) during any Notice Period, if requested by Parent, the Company shall negotiate in good faith with Parent regarding potential amendments or modifications to the terms of this Agreement. (v) The provisions of this Section 6.3(e) apply to any material amendment to the financial terms of any applicable Superior Proposal with respect to Section 6.3(e)(i) and Section 6.3(e)(ii) and require a revised Determination Notice and a new Notice Period pursuant to clause (i)(C) or (ii)(C) with respect to such Sections, as the case may be. (f) Nothing contained in this Agreement prohibits (i) the Company Board or a committee thereof from (A) taking and disclosing to the holders of Shares a position contemplated by Rule 14e-2(a) and Rule 14d-9 promulgated under the Exchange Act, including a “stop, look and listen” communication pursuant to Rule 14d-9(f) of the Exchange Act, or (B) making any public statement if the Company Board or a committee thereof determines that the failure to make such statement would reasonably be expected to be inconsistent with its fiduciary duties under applicable Law or (ii) the Company or the Company Board from making any disclosure required under the Exchange Act; provided, that, any such action that would otherwise constitute a Change of Board Recommendation shall be made only in accordance with Section 6.3 (it being understood and agreed that any such communication that expressly reaffirms the Company Board Recommendation shall be deemed not to be a Change of Board Recommendation).