Common use of Unsolicited Proposals Clause in Contracts

Unsolicited Proposals. (a) Subject to SECTION 5.3(b) and SECTION 5.3(c) and except as expressly permitted by this SECTION 5.2, until the earlier to occur of the Effective Time or the termination of this Agreement in accordance with ARTICLE VII, the Company shall not, and the Company shall cause its Subsidiaries not to, and the Company shall direct and use its reasonable best efforts to cause its directors, officers, employees, investment bankers, attorneys, accountants and other advisors, agents and representatives (collectively, the “Representatives”) and its Subsidiaries’ Representatives not to, directly or indirectly (other than with respect to Parent and Merger Sub), (i) solicit, initiate, knowingly facilitate or knowingly encourage any inquiries, proposals or offers that constitute, or that could reasonably be expected to lead to, an Acquisition Proposal, (ii) engage in, continue or otherwise participate in any discussions or negotiations with any third party regarding an Acquisition Proposal or any inquiry, proposal or offer that could reasonably be expected to lead to an Acquisition Proposal, or furnish to any third party information or provide to any third party access to the businesses, properties, assets or personnel of the Company or any of its Subsidiaries, in each case in connection with an Acquisition Proposal or any inquiry, proposal or offer that could reasonably be expected to lead to an Acquisition Proposal, or for the purpose of encouraging or facilitating an Acquisition Proposal, (iii) enter into any letter of intent, agreement, contract, commitment or agreement in principle (other than an Acceptable Confidentiality Agreement in accordance with this SECTION 5.2) with respect to an Acquisition Proposal or enter into any agreement, contract or commitment requiring the Company to abandon, terminate or fail to consummate the transactions contemplated by this Agreement, (iv) approve, support, adopt or recommend any Acquisition Proposal, or (v) resolve or agree to do any of the foregoing. From and after the execution of this Agreement, the Company shall, and shall cause its Subsidiaries to, and shall direct the Company’s and its Subsidiaries’ Representatives to, (A) immediately cease and terminate any existing discussions or negotiations with any third party, theretofore conducted by the Company, its Subsidiaries or their respective Representatives with respect to an Acquisition Proposal or any inquiry, proposal or offer that could reasonably be expected to lead to an Acquisition Proposal, (B) terminate access by any third party to any physical or electronic data room or other access to data or information of the Company, in each case relating to or in connection with any Acquisition Proposal or any potential Acquisition Proposal, and (C) promptly following the date hereof the Company shall request that all non-public information previously provided by or on behalf of the Company or any of its Subsidiaries to any such third party be returned or destroyed in accordance with the applicable Acceptable Confidentiality Agreement. It is agreed that (1) any violation of the restrictions set forth in this SECTION 5.2(a) by any officer, director or employee of the Company or any of its Subsidiaries shall constitute a breach of this SECTION 5.2 by the Company and (2) any inquiry, proposal or offer that results from any material violation of the foregoing restrictions by any Representative of the Company or any of its Subsidiaries (other than such Representatives included in the foregoing clause (1)) shall be deemed to be not in compliance with this SECTION 5.2. (b) Notwithstanding anything to the contrary contained in this Agreement, if, at any time on or after the date hereof prior to obtaining the Company Stockholder Approval, (i) the Company receives a bona fide written Acquisition Proposal from a third party, (ii) such Acquisition Proposal did not result from a breach of this SECTION 5.2 and (iii) the Company Board determines in good faith, after consultation with its financial advisor and outside legal counsel, that such Acquisition Proposal constitutes, or would reasonably be expected to lead to, a Superior Proposal, then the Company shall notify Parent in writing of such determination promptly after the Company Board makes such determination (and in any event within twenty-four (24) hours after making such determination) and the Company may (A) furnish information and data with respect to the Company and its Subsidiaries to the third party making such Acquisition Proposal and afford such third party access to the businesses, properties, assets and personnel of the Company and its Subsidiaries pursuant to an Acceptable Confidentiality Agreement and (B) enter into, maintain and participate in discussions or negotiations with the third party making such Acquisition Proposal regarding such Acquisition Proposal or otherwise cooperate with or assist or participate in, or facilitate, any such discussions or negotiations; provided, however, that the Company will substantially concurrently provide to Parent any non-public information concerning the Company or its Subsidiaries provided to such third party, which was not previously provided to Parent. Notwithstanding anything to the contrary contained in this Agreement, the Company and its Representatives may direct any Persons to this Agreement, including the specific provisions of this SECTION 5.2. (c) The Company shall as promptly as practicable (and in any event within twenty-four (24) hours) notify Parent of the Company’s (or any of its Representatives’) receipt of any Acquisition Proposal or any offer that would reasonably be expected to lead to an Acquisition Proposal, or of any request for discussion, negotiation or information relating to the Company or any of its Subsidiaries or for access to the business, properties, assets, books or records of the Company or any of its Subsidiaries by any third party that would reasonably be expected to lead to an Acquisition Proposal, which notification shall include a copy of the applicable written Acquisition Proposal (or, if oral, the material terms and conditions of such Acquisition Proposal) and the identity of the third party making such Acquisition Proposal. The Company shall thereafter keep Parent reasonably informed on a reasonably current basis of the status of any material developments, discussions or negotiations regarding any such Acquisition Proposal, and the material terms and conditions thereof (including any change in price or form of consideration or other material amendment thereto), including by providing a copy of material documentation relating thereto that is exchanged between the third party (or its Representatives) making such Acquisition Proposal and the Company (or its Representatives) within twenty-four (24) hours after receipt thereof. (d) The Company agrees to enforce, and not to release or permit the release of any Person from, or to modify or waive or permit the waiver or termination of any provision of, any Acceptable Confidentiality Agreement (including any standstill or similar provisions contained therein), other than to the extent the Company Board determines in good faith, after consultation with outside legal counsel, that failure to provide such waiver, release or termination would reasonably be expected to be inconsistent with its fiduciary duties under applicable Law.

Unsolicited Proposals. (a) Subject to SECTION 5.3(b) and SECTION 5.3(cSection 5.4(b) and except as expressly permitted by this SECTION 5.2Section 5.3, until during the earlier to occur of the Effective Time or the termination of this Agreement in accordance with ARTICLE VII, Pre-Closing Period: (i) the Company shall not, and nor shall the Company shall cause permit any of its Subsidiaries not to, and nor shall the Company shall direct and use authorize or knowingly permit any of its reasonable best efforts to cause its directors, officers, employees, investment bankers, attorneys, accountants and other advisors, agents and representatives (collectively, the “Representatives”) and Representatives or any of its Subsidiaries’ Representatives not to, directly or indirectly (other than with respect to Parent and Merger Subthe Contemplated Transactions), (iA) solicit, initiate, propose, knowingly facilitate or knowingly encourage any inquiries, proposals or offers that constitute, or that could reasonably be expected to lead to, an Acquisition Proposal, (iiB) enter into, engage in, continue or otherwise participate in any discussions or negotiations with any third party Third Party regarding an Acquisition Proposal, or furnish to any Third Party information or data or provide to any Third Party access to the businesses, properties, assets, books or records, or personnel of the Company or any of its Subsidiaries, in each case with respect to any Acquisition Proposal or any inquiry, proposal or offer that could reasonably be expected to lead to an Acquisition Proposal, (C) grant any waiver, amendment or furnish release of or under, or fail to enforce, any third party information confidentiality, standstill or provide to any third party access to the businesses, properties, assets or personnel of the Company similar agreement (or any confidentiality, standstill or similar provision of its Subsidiariesany other Contract), in each case in connection with an Acquisition Proposal (D) approve, endorse or recommend any inquiry, proposal that constitutes or offer that could reasonably be expected to lead to an Acquisition Proposal, or for the purpose of encouraging or facilitating an any Acquisition Proposal, (iiiE) enter into any letter of intent, agreement, contract, commitment or agreement in principle (other than an Acceptable Confidentiality Agreement in accordance with this SECTION 5.2Agreement) with respect to an Acquisition Proposal or enter into any agreement, contract or commitment requiring the Company to abandon, terminate or fail to consummate the transactions contemplated by this Agreement, (iv) approve, support, adopt Contemplated Transactions or recommend any Acquisition Proposal, that could otherwise materially impede the ability of Parent and Merger Sub to consummate the Contemplated Transactions or (vF) propose, resolve or agree to do any of the foregoing. From and after the execution of this Agreement, ; and (ii) the Company shall, and shall cause its Subsidiaries to, and shall direct the Company’s its and its Subsidiaries’ their respective Representatives to, (A) immediately cease and terminate any existing solicitations, encouragements, facilitations, discussions or negotiations with any third partyThird Party, theretofore conducted by the Company, its Subsidiaries or their respective Representatives with respect to an Acquisition Proposal Proposal, or any inquiry, proposal or offer that could would reasonably be expected to lead to an Acquisition Proposal, Proposal and (B) promptly following the date hereof terminate access by any third party to any physical or electronic data room or other access and use commercially reasonable efforts to data or information of the Company, in each case relating to or in connection with any Acquisition Proposal or any potential Acquisition Proposal, and (C) promptly following the date hereof the Company shall request that cause all non-public information previously provided by or on behalf of the Company it or any of its Subsidiaries to any such third party Third Party or Representative to be returned or destroyed in accordance with the applicable Acceptable Confidentiality Agreement. It is agreed that (1) any violation of the restrictions set forth in this SECTION 5.2(a) by any officer, director or employee of the Company or any of its Subsidiaries shall constitute a breach of this SECTION 5.2 by the Company and (2) any inquiry, proposal or offer that results from any material violation of the foregoing restrictions by any Representative of the Company or any of its Subsidiaries (other than such Representatives included in the foregoing clause (1)) shall be deemed to be not in compliance with this SECTION 5.2. (b) Notwithstanding anything to the contrary contained in this Agreement, if, at any time on or after the date hereof and prior to obtaining the Company Stockholder Approval, (i) the Company receives a an unsolicited written bona fide written Acquisition Proposal from a third partyThird Party, (ii) such Acquisition Proposal did not result from a breach of this SECTION 5.2 Section 5.3 or Section 5.4 and (iii) the Company Board Board, determines in good faith, after consultation with its financial advisor and outside legal counsel, that such Acquisition Proposal constitutes, or would reasonably be expected to lead to, a Superior Proposal, then and that the Company shall notify Parent failure to take the actions described in writing of such determination promptly after the Company Board makes such determination clauses (and in any event within twenty-four (24) hours after making such determinationA) and (B) below would be inconsistent with its fiduciary duties under applicable Law, then the Company may (A) furnish information and data with respect to the Company and its Subsidiaries to the third party Third Party making such Acquisition Proposal and afford such third party Third Party access to the businesses, properties, assets and personnel of the Company and its Subsidiaries pursuant to an Acceptable Confidentiality Agreement and (B) enter into, maintain and participate in discussions or negotiations with the third party Third Party making such Acquisition Proposal regarding such Acquisition Proposal or otherwise cooperate with or assist or participate in, or facilitate, any such discussions or negotiationsnegotiations (including by entering into a customary confidentiality agreement with such Third Party for the purpose of receiving non-public information relating to such Third Party); provided, however, that the Company (1) will substantially not, and will not permit its Subsidiaries or its or their Representatives to, furnish any non-public information except pursuant to an Acceptable Confidentiality Agreement and (2) will concurrently provide to Parent any non-public information concerning the Company or its Subsidiaries provided to such third party, Third Party which was not previously provided to Parent. Notwithstanding anything to the contrary contained in this Agreement, the Company and its Representatives may (x) following the receipt of an unsolicited written bona fide Acquisition Proposal from a Third Party, contact such Third Party solely in order to clarify and understand the terms and conditions of such Acquisition Proposal made by such Third Party in order to permit the Company Board to determine in good faith, after consultation with its financial advisor and outside legal counsel, whether such Acquisition Proposal constitutes, or would reasonably be expected to lead to, a Superior Proposal and (y) direct any Persons to this Agreement, including the specific provisions of this SECTION 5.2Section 5.3. (c) The Company shall as promptly as practicable (and in any event within twenty-four (24) 48 hours) notify Parent Parent, orally and in writing, of the Company’s (or any of its Representatives’) receipt of any Acquisition Proposal or any inquiry, proposal or offer that would reasonably be expected to lead to an Acquisition Proposal, or of any request for discussion, negotiation or information relating to the Company or any of its Subsidiaries or for access to the business, properties, assets, books or records of the Company or any of its Subsidiaries by any third party that would could reasonably be expected to lead to an Acquisition Proposal, which notification shall include a copy of the applicable written Acquisition Proposal Proposal, inquiry, proposal or offer (or, if oral, the material terms and conditions of such Acquisition Proposal, inquiry, proposal or offer) and the identity of the third party Third Party making such Acquisition Proposal, inquiry, proposal or offer. The Company shall thereafter keep Parent reasonably informed on a reasonably current basis of the status of any material developments, discussions or negotiations regarding any such Acquisition Proposal, and the material terms and conditions thereof (including any change in price or form of consideration or other material amendment thereto), including by providing a copy of material documentation (which shall include any proposals or offers) relating thereto that is exchanged between the third party Third Party (or its Representatives) making such Acquisition Proposal Proposal, inquiry, proposal or offer and the Company (or its Representatives) within twenty-four (24) 48 hours after receipt thereof. (d) The Company agrees to enforce, and not to release or permit the release of any Person from, or to modify or waive or permit the waiver or termination of any provision of, any Acceptable Confidentiality Agreement (including any standstill or similar provisions contained therein)agreement to which the Company or any of its Subsidiaries is a party, other than to the extent the Company Board determines in good faith, after consultation with outside legal counsel, that failure to provide such waiver, release or termination would reasonably be expected to be inconsistent with its fiduciary duties under applicable Law.

Unsolicited Proposals. (a) Subject to SECTION 5.3(b) and SECTION 5.3(c) and except Except as expressly permitted by this SECTION 5.2Section 6.02, from the date of this Agreement until the earlier to occur consummation of the Effective Time or Offer or, if earlier, the termination of this Agreement in accordance with ARTICLE VIIits terms, the Company shall will not, and the Company shall cause its Subsidiaries not to, and the Company shall direct and use its reasonable best efforts to cause its directors, officers, employees, investment bankers, attorneys, accountants and other advisors, agents and representatives (collectively, the “Representatives”) Affiliates and its Subsidiaries’ and their respective Representatives not to, directly or indirectly (other than with respect to Parent and Merger Sub), (i) solicit, initiate, knowingly facilitate solicit or knowingly encourage or knowingly facilitate the making of any inquiriesAcquisition Proposal or any inquiry, proposals proposal or offers that constitute, or request for information that could reasonably be expected to lead to, or result in, an Acquisition Proposal, (ii) other than informing Third Parties of the existence of the provisions contained in this Section 6.02, engage inin negotiations or discussions with, continue or otherwise participate in furnish any discussions information concerning the Company or negotiations with any third party regarding of the Company Subsidiaries to, any Third Party relating to an Acquisition Proposal or any inquiry, proposal or offer request for information that could reasonably be expected to lead to an Acquisition Proposalto, or furnish to any third party information or provide to any third party access to the businessesresult in, properties, assets or personnel of the Company or any of its Subsidiaries, in each case in connection with an Acquisition Proposal or any inquiry, proposal or offer that could reasonably be expected to lead to an Acquisition Proposal, or for the purpose of encouraging or facilitating an Acquisition Proposal, (iii) enter into any letter of intent, agreement, contract, commitment or agreement in principle (other than an Acceptable Confidentiality Agreement in accordance with this SECTION 5.2) with respect to an Acquisition Proposal or enter into any agreement, contract or commitment requiring the Company to abandon, terminate or fail to consummate the transactions contemplated by this Agreement, (iv) approve, support, adopt or recommend any Acquisition Proposal, or (v) resolve or agree to do any of the foregoing. From and after Promptly following the execution of this Agreement, the Company shall, and shall cause its Subsidiaries to, and shall direct the Company’s and its Subsidiaries’ Representatives to, (A) immediately cease and terminate any cause to be terminated all existing discussions or negotiations with any third party, theretofore conducted by of the Company, its Subsidiaries or Affiliates and its and their respective Representatives with any Person conducted heretofore with respect to an any Acquisition Proposal Proposal, or any inquiry, inquiry or proposal or offer that could reasonably be expected to lead to to, or result in, an Acquisition Proposal, (B) terminate access by any third party Third Party to any physical or electronic data room or other access to data or information of the Company, in each case relating to any potential Acquisition Transaction, (C) request the prompt return or destruction of any confidential information provided to any Third Party in the twelve (12) months immediately preceding the date of this Agreement in connection with a proposed Acquisition Transaction and (D) enforce the provisions of any Acquisition Proposal existing confidentiality or non-disclosure agreement entered into with respect to any potential Acquisition Proposal, and Transaction (C) promptly following the date hereof provided that the Company shall request be permitted to grant waivers of, and not enforce, any standstill provision to the extent that all non-public information previously provided by or on behalf of such provision would otherwise prohibit the counterparty thereto from making a confidential Acquisition Proposal directly to the Company or any of its Subsidiaries to any such third party be returned or destroyed Board for a negotiated Acquisition Transaction in accordance with the applicable Acceptable Confidentiality Agreementterms of this Section 6.02). It is agreed that (1) any violation of the restrictions set forth in this SECTION 5.2(aSection 6.02(a) by any officer, director or employee of the Company or any of its Subsidiaries shall constitute a breach of this SECTION 5.2 by the Company and (2) any inquiry, proposal or offer that results from any material violation of the foregoing restrictions by any Representative of the Company or any of its Subsidiaries (other than such Representatives included in Affiliates shall constitute a breach of this Section 6.02(a) by the foregoing clause (1)) shall be deemed to be not in compliance with this SECTION 5.2Company. (b) Notwithstanding anything to the contrary contained in this Agreement, ifif prior to the consummation of the Offer, at any time on or the Company receives an unsolicited written Acquisition Proposal (which Acquisition Proposal was made after the date hereof prior to obtaining the Company Stockholder Approval, (i) the Company receives a bona fide written Acquisition Proposal from a third party, (ii) such Acquisition Proposal of this Agreement and did not result from a breach of this SECTION 5.2 Section 6.02), the Company and (iii) the Company Board and/or their Representatives may, subject to compliance with this Section 6.02(b), engage in negotiations or discussions with, or furnish any information and reasonable access to, any Third Party making such Acquisition Proposal and/or its Representatives or potential financing sources if the Company Board determines in good faith, after consultation with its financial advisor and the Company’s outside legal counseland financial advisors, and based on information then available, that such Acquisition Proposal constitutes, or would reasonably be expected to lead toresult in, a Superior Proposal; provided, then that (i) prior to furnishing any material nonpublic information, the Company shall notify receives from such Third Party an executed Acceptable Confidentiality Agreement and (ii) any such material nonpublic information so furnished has been previously provided or made available to Parent in writing of such determination or is provided or made available (including through the Data Room) to Parent promptly after the Company Board makes such determination (and in any event within twenty-four (24) hours hours) after making it is so furnished to such determination) and Third Party. In addition to the foregoing provisions in this Section 6.02(b), the Company may may, following the receipt of an Acquisition Proposal, contact such Third Party solely to clarify and understand the terms and conditions thereof to facilitate the Company Board’s determination with respect to whether such Acquisition Proposal constitutes, or would reasonably be expected to result in, a Superior Proposal. For the avoidance of doubt, nothing in the immediately preceding sentence shall allow the Company or any of its Representatives to negotiate or suggest improvements to the terms of such Acquisition Proposal. (c) Except as otherwise provided in the last sentence of this Section 6.02(c) or Section 6.02(d), until the termination of this Agreement, neither the Company Board nor any committee thereof shall (i) (A) furnish information and data with respect withdraw (or qualify or modify in any manner adverse to Parent), or publicly propose to withdraw (or so qualify or modify), the Company and its Subsidiaries to the third party making such Acquisition Proposal and afford such third party access to the businessesBoard Recommendation, properties, assets and personnel of the Company and its Subsidiaries pursuant to an Acceptable Confidentiality Agreement and (B) enter intotake any action to exempt any Person (other than Parent and its Affiliates) from the provisions of Section 203 of the DGCL or any other applicable state takeover statute, maintain and participate (C) fail to publicly reaffirm the Board Recommendation within three (3) Business Days after Parent so requests in discussions or negotiations with the third party making such writing, (D) fail to recommend, in a Solicitation/Recommendation Statement on Schedule 14D-9, against any Acquisition Proposal regarding subject to Regulation 14D under the Exchange Act within ten (10) Business Days after the commencement of such Acquisition Proposal or otherwise cooperate with (E) approve, adopt or assist or participate inrecommend any Acquisition Proposal, or facilitatepropose publicly to approve, adopt or recommend, any Acquisition Proposal (any action described in this clause (i) being referred to as a “Change in Recommendation”) or (ii) allow the Company or any of the Company Subsidiaries to execute or enter into any letter of intent, memorandum of understanding, agreement in principle, merger agreement, acquisition agreement, option agreement, joint venture agreement, alliance agreement, partnership agreement or similar agreement or arrangement (other than an Acceptable Confidentiality Agreement) with any Third Party relating to an Acquisition Proposal or potential Acquisition Transaction, or requiring, or reasonably expected to cause, the Company to abandon, terminate, delay or fail to consummate, or that would otherwise impede or interfere with the Merger or any of the other Transactions, or requiring, or reasonably expected to cause, the Company to fail to comply with this Agreement (an “Alternative Acquisition Agreement”). Notwithstanding anything to the contrary contained in this Agreement, at any time prior to the consummation of the Offer, in the event a material development or material change in circumstances (other than an Acquisition Proposal) occurs or arises after the date of this Agreement that was not known and not reasonably foreseeable by the Company Board as of the date of this Agreement, the Company Board may make a Change in Recommendation (under clause (A) or (D) of the definition thereof) if the failure to take such discussions action would be inconsistent with the Company Board’s fiduciary duties to the stockholders of the Company under Applicable Law; provided, that the Company has provided Parent four (4) Business Days’ prior written notice advising Parent that it intends to take such action and specifying, in reasonable detail, the reasons for such action. (d) Notwithstanding anything to the contrary contained in this Agreement (but subject to compliance with Section 6.02(e)), at any time prior to the consummation of the Offer if, in response to an unsolicited written Acquisition Proposal made after the date of this Agreement that did not result from a breach of this Section 6.02, the Company Board determines in good faith (after consultation with its outside counsel and financial advisor) that (i) such Acquisition Proposal constitutes a Superior Proposal and (ii) the failure to approve or negotiationsrecommend such Superior Proposal would be inconsistent with the Company Board’s fiduciary duties to the stockholders of the Company under Applicable Law, the Company may terminate this Agreement pursuant to Section 8.01(d)(i) and this Section 6.02(d); provided, however, that the Company will substantially concurrently provide shall not terminate this Agreement pursuant to Parent any non-public information concerning Section 8.01(d)(i) and this Section 6.02(d) unless the Company (A) has complied with its obligations set forth in Section 6.02(e), (B) pays, or its Subsidiaries provided causes to such third partybe paid, which was not previously provided to Parent. , the Termination Fee payable pursuant to Section 9.04(b) prior to or concurrently with such termination and (C) concurrently with such termination, enters into a definitive Alternative Acquisition Agreement that documents the terms and conditions of such Superior Proposal. (e) Notwithstanding anything to the contrary contained in this Agreement, the Company shall not be entitled to terminate this Agreement pursuant to Section 6.02(d) or Section 8.01(d)(i) (x) unless the Company shall have provided to Parent four (4) Business Days’ prior written notice (the “Superior Proposal Notice”) advising Parent that the Company intends to take such action (and its Representatives may direct specifying, in reasonable detail, the reasons for such action and the material terms and conditions of any Persons such Superior Proposal) and, if applicable, a copy of the relevant proposed transaction agreement, and (y): (i) during such four (4) Business Day period, if requested by Parent, the Company shall have engaged in good faith negotiations with Parent regarding changes to the terms of this Agreement intended to cause such Acquisition Proposal to no longer constitute a Superior Proposal; and (ii) the Company shall have considered any adjustments to this AgreementAgreement (including a change to the price terms hereof) and any other agreements that may be irrevocably proposed in writing by Parent (the most recent such adjustments, including the specific provisions “Proposed Changed Terms”) no later than 5:00 p.m., New York City time, on the fourth (4th) Business Day of such four (4) Business Day period and shall have determined in good faith (after consultation with its outside legal counsel and financial advisors) that the Superior Proposal would continue to constitute a Superior Proposal if the Proposed Changed Terms were to be given effect. For the avoidance of doubt, if Parent, within four (4) Business Days following its receipt of a Superior Proposal Notice makes an offer that, as determined in good faith by the Company Board (after consultation with its outside counsel and financial advisors) results in the applicable Acquisition Proposal no longer being a Superior Proposal, then the Company shall have no right to terminate this SECTION 5.2Agreement pursuant to Section 6.02(d) or Section 8.01(d)(i) as a result of such Acquisition Proposal. Any (1) material revisions to the terms of a Superior Proposal or (2) material revisions to an Acquisition Proposal that the Company Board had determined no longer constitutes a Superior Proposal shall constitute a new Acquisition Proposal and shall in each case require the Company to deliver to Parent a new Superior Proposal Notice; provided, however, that the four (4) Business Day periods in this Section 6.02(e) otherwise applicable to such revised Superior Proposal shall thereafter instead be two (2) Business Day periods. (cf) The Company shall as promptly as practicable (and in any event within 24 hours) advise Parent orally or in writing in the event that the Company receives any Acquisition Proposal or any inquiry, proposal or request for information that would reasonably be expected to lead to, or result in, an Acquisition Proposal, and in connection with such notice, if applicable, provide to Parent the material terms and conditions (including the identity of the Third Party making any such Acquisition Proposal) of any such Acquisition Proposal. The Company shall (i) promptly (and in any event within twenty-four (24) hours) notify Parent of any material change to the Company’s (or any of its Representatives’) receipt material terms of any such Acquisition Proposal or any offer that would reasonably be expected determination by the Company Board pursuant to lead to an Acquisition ProposalSection 6.02(b), (ii) promptly notify Parent of (A) any material negotiation sessions between such Third Party or of any request for discussionits Representatives on the one hand, negotiation or information relating to and the Company or any its Representatives, on the other hand, including providing a summary of its Subsidiaries or for access to the business, properties, assets, books or records of all material items discussed in such negotiation session and (B) if the Company or any of its Subsidiaries by any third party that would reasonably be expected such Third Party has decided to lead to an Acquisition Proposal, which notification shall include a copy of the applicable written Acquisition Proposal (or, if oral, the material terms and conditions of such Acquisition Proposal) and the identity of the third party making such Acquisition Proposal. The Company shall thereafter keep Parent reasonably informed on a reasonably current basis of the status of any material developments, discussions or negotiations regarding any such Acquisition Proposal, and the material terms and conditions thereof (including any change in price or form of consideration or other material amendment thereto), including by providing a copy of material documentation relating thereto that is exchanged between the third party (or its Representatives) making not pursue such Acquisition Proposal and the Company (or its Representativesiii) provide to Parent as soon as practicable (and in any event within twenty-four (24) hours hours) after receipt thereofor delivery thereof of any written indication of interest (or amendment thereto) or any written material that constitutes an offer (or amendment thereto) including copies of any proposed Alternative Acquisition Agreements and any financing commitments related thereto. (dg) The Nothing contained in this Agreement shall prohibit the Company agrees to enforceor the Company Board, directly or indirectly through their respective Representatives, from (i) taking and not to release disclosing any position or permit disclosing any information reasonably required under Rule 14d-9, Rule 14e-2(a) or Item 1012(a) of Regulation M-A promulgated under the release of Exchange Act or (ii) making any Person from“stop, or to modify or waive or permit the waiver or termination of any provision of, any Acceptable Confidentiality Agreement (including any standstill or similar provisions contained therein), other than look and listen” communication to the extent Company’s stockholders pursuant to Rule 14d-9(f) promulgated under the Company Board determines in good faith, after consultation with outside legal counselExchange Act; provided, that failure to provide no such waiver, release action or termination would reasonably be expected to be inconsistent with its fiduciary duties under applicable Lawdisclosure shall limit the effect of Section 6.02(c).

Unsolicited Proposals. (a) Subject to SECTION 5.3(b) and SECTION 5.3(c) and except Except as expressly permitted by this SECTION 5.2Section 6.02, from the date of this Agreement until the earlier to occur of the Effective Offer Acceptance Time or or, if earlier, the termination of this Agreement in accordance with ARTICLE VIIits terms, the Company shall not, and the Company shall cause its Subsidiaries not to, authorize or permit and the Company shall direct and use its reasonable best efforts to cause its directors, officers, employees, investment bankers, attorneys, accountants and other advisors, agents and representatives (collectively, the “Representatives”) and its Subsidiaries’ Representatives not to, directly or indirectly (other than with respect to Parent and Merger Sub), (i) solicit, initiate, solicit or knowingly encourage or knowingly facilitate or knowingly encourage cooperate with the making of any inquiriesAcquisition Proposal or any inquiry, proposals proposal or offers that constitute, or request for information that could reasonably be expected to lead to, or result in, an Acquisition Proposal, (ii) other than in response to an inquiry from a Third Party that was not solicited in violation of this Section 6.02, informing such Third Party of the existence of the provisions contained in this Section 6.02, engage in, continue or otherwise participate in negotiations or discussions with, or furnish any discussions non-public information concerning the Company, afford access to the business, properties, assets, books, or negotiations records of the Company to or otherwise knowingly assist, participate in, knowingly facilitate, knowingly cooperate with or knowingly encourage any third party regarding action by, any Third Party in connection with or for the purpose of knowingly encouraging or knowingly facilitating an Acquisition Proposal or any inquiry, proposal or request for information that could reasonably be expected to lead to, or result in, an Acquisition Proposal, (iii) recommend, approve, authorize or enter into any letter of intent, acquisition agreement, agreement in principle or similar agreement with respect to an Acquisition Proposal or any proposal or offer that could reasonably be expected to lead to an Acquisition Proposal, or furnish to any third party information or provide to any third party access to the businesses, properties, assets or personnel of the Company or any of its Subsidiaries, in each case in connection with an Acquisition Proposal or any inquiry, proposal or offer that could reasonably be expected to lead to an Acquisition Proposal, or for the purpose of encouraging or facilitating an Acquisition Proposal, (iii) enter into any letter of intent, agreement, contract, commitment or agreement in principle (other than an Acceptable Confidentiality Agreement in accordance with this SECTION 5.2) with respect to an Acquisition Proposal or enter into any agreement, contract or commitment requiring the Company to abandon, terminate or fail to consummate the transactions contemplated by this Agreement, (iv) approve, supportauthorize, adopt or recommend any Acquisition Proposal, or (v) resolve or agree (or publicly propose to approve, authorize, resolve or agree) to do any of the foregoing. From and after the execution of this Agreement, the Company shall, and shall cause its Subsidiaries to, and shall direct the Company’s and its Subsidiaries’ Representatives to, (A) immediately cease and terminate any existing discussions or negotiations with any third party, theretofore conducted by the Company, its Subsidiaries or their respective Representatives with respect to an Acquisition Proposal or any inquiry, proposal or offer that could reasonably be expected to lead to an Acquisition Proposal, (B) terminate access by any third party to any physical or electronic data room or other access to data or information of the Company, in each case relating to or in connection with any Acquisition Proposal or any potential Acquisition Proposal, and (C) promptly following the date hereof the Company shall request that all non-public information previously provided by or on behalf of the Company or any of its Subsidiaries to any such third party be returned or destroyed in accordance with the applicable Acceptable Confidentiality Agreement. It is agreed that (1) any violation of the restrictions set forth in this SECTION 5.2(a) by any officer, director or employee of the Company or any of its Subsidiaries shall constitute a breach of this SECTION 5.2 by the Company and (2) any inquiry, proposal or offer that results from any material violation of the foregoing restrictions by any Representative of the Company or any of its Subsidiaries (other than such Representatives included in the foregoing clause (1)) shall be deemed to be not in compliance with this SECTION 5.2. (b) Notwithstanding anything to the contrary contained in this Agreement, if, at any time on or after the date hereof prior to obtaining the Company Stockholder Approval, (i) the Company receives a bona fide written Acquisition Proposal from a third party, (ii) such Acquisition Proposal did not result from a breach of this SECTION 5.2 and (iii) the Company Board determines in good faith, after consultation with its financial advisor and outside legal counsel, that such Acquisition Proposal constitutes, or would reasonably be expected to lead to, a Superior Proposal, then the Company shall notify Parent in writing of such determination promptly after the Company Board makes such determination (and in any event within twenty-four (24) hours after making such determination) and the Company may (A) furnish information and data with respect to the Company and its Subsidiaries to the third party making such Acquisition Proposal and afford such third party access to the businesses, properties, assets and personnel of the Company and its Subsidiaries pursuant to an Acceptable Confidentiality Agreement and (B) enter into, maintain and participate in discussions or negotiations with the third party making such Acquisition Proposal regarding such Acquisition Proposal or otherwise cooperate with or assist or participate in, or facilitate, any such discussions or negotiations; provided, however, that the Company will substantially concurrently provide to Parent any non-public information concerning the Company or its Subsidiaries provided to such third party, which was not previously provided to Parent. Notwithstanding anything to the contrary contained in this Agreement, the Company and its Representatives may direct any Persons to this Agreement, including the specific provisions of this SECTION 5.2. (c) The Company shall as promptly as practicable (and in any event within twenty-four (24) hours) notify Parent of the Company’s (or any of its Representatives’) receipt of any Acquisition Proposal or any offer that would reasonably be expected to lead to an Acquisition Proposal, or of any request for discussion, negotiation or information relating to the Company or any of its Subsidiaries or for access to the business, properties, assets, books or records of the Company or any of its Subsidiaries by any third party that would reasonably be expected to lead to an Acquisition Proposal, which notification shall include a copy of the applicable written Acquisition Proposal (or, if oral, the material terms and conditions of such Acquisition Proposal) and the identity of the third party making such Acquisition Proposal. The Company shall thereafter keep Parent reasonably informed on a reasonably current basis of the status of any material developments, discussions or negotiations regarding any such Acquisition Proposal, and the material terms and conditions thereof (including any change in price or form of consideration or other material amendment thereto), including by providing a copy of material documentation relating thereto that is exchanged between the third party (or its Representatives) making such Acquisition Proposal and the Company (or its Representatives) within twenty-four (24) hours after receipt thereof. (d) The Company agrees to enforce, and not to release or permit the release of any Person from, or to modify or waive or permit the waiver or termination of any provision of, any Acceptable Confidentiality Agreement (including any standstill or similar provisions contained therein), other than to the extent the Company Board determines in good faith, after consultation with outside legal counsel, that failure to provide such waiver, release or termination would reasonably be expected to be inconsistent with its fiduciary duties under applicable Law.the

Unsolicited Proposals. (a) Subject to SECTION 5.3(bSection 6.03(b) and SECTION 5.3(cSection 6.03(c) and except as expressly permitted by this SECTION 5.2Section 6.02, from the date hereof until the earlier to occur of the Effective Time or the termination of this Agreement pursuant to and in accordance with ARTICLE VII, Section 8.01: (i) the Company shall not, and nor shall the Company shall cause permit any of its Subsidiaries not to, and nor shall the Company authorize or knowingly permit any of its Representatives or any of its Subsidiary’s Representatives to (and it shall direct and use its reasonable best efforts to cause its directors, officers, employees, investment bankers, attorneys, accountants and other advisors, agents and representatives (collectively, the “Representatives”) and its Subsidiaries’ such Representatives not to), directly or indirectly (other than with respect to Parent and Merger Sub), (iA) solicit, initiate, knowingly facilitate or knowingly encourage any inquiriesinquiries (including by way of providing information), proposals or offers that constitute, or that could reasonably be expected to lead to, an Acquisition Proposal, (iiB) engage in, continue or otherwise participate in any discussions or negotiations with any third party Third Party regarding an Acquisition Proposal or any inquiry, proposal or offer that could reasonably be expected to lead to an Acquisition Proposal, or furnish to any third party Third Party information or data or provide to any third party Third Party access to the businesses, properties, assets or personnel of the Company or any of its Subsidiaries, in each case Subsidiaries in connection with an Acquisition Proposal or any inquirywith, proposal or offer that could reasonably be expected to lead to an Acquisition Proposal, or for the purpose of encouraging or facilitating facilitating, an Acquisition Proposal, (iiiC) approve, endorse, recommend, or execute or enter into any agreement, arrangement or understanding, including any letter of intent, memorandum of understanding, merger agreement, contractacquisition agreement, commitment option agreement, joint venture agreement, partnership agreement or similar agreement in principle (other than an Acceptable Confidentiality Agreement in accordance with this SECTION 5.2) with respect to an Acquisition Proposal (an “Alternative Acquisition Agreement”) or enter into any agreement, contract or commitment requiring the Company to abandon, terminate terminate, breach or fail to consummate the transactions contemplated by this Agreement, (iv) approve, support, adopt or recommend any Acquisition Proposal, or (vD) resolve resolve, propose or agree to do any of the foregoing. From and after the execution of this Agreement, ; and (ii) the Company shall, and shall cause its Subsidiaries to, and shall direct the Company’s and its Subsidiaries’ Representatives to, (A) to immediately cease and terminate any existing discussions solicitation, encouragement, discussion or negotiations negotiation with any third partyThird Party, theretofore conducted by the Company, its Subsidiaries or their respective Representatives with respect to an Acquisition Proposal or any inquiry, proposal or offer that could reasonably be expected to lead to an Acquisition Proposal, (B) terminate access by any third party to any physical or electronic data room or other access to data or information of the Company, in each case relating to or in connection with any Acquisition Proposal or any potential Acquisition Proposal, and (C) promptly following the date hereof the Company shall immediately terminate any electronic “data room” or similar access previously granted to any Third Party and request that all non-public information previously provided by or on behalf of the Company or any of its Subsidiaries to any such third party Third Party be returned or destroyed in accordance with the applicable Acceptable Confidentiality Agreement. It is agreed that (1) any violation of the restrictions set forth in this SECTION 5.2(a) by any officer, director or employee of the Company or any of its Subsidiaries shall constitute a breach of this SECTION 5.2 by the Company and (2) any inquiry, proposal or offer that results from any material violation of the foregoing restrictions by any Representative of the Company or any of its Subsidiaries (other than such Representatives included in the foregoing clause (1)) shall be deemed to be not in compliance with this SECTION 5.2. (b) Notwithstanding anything to the contrary contained in this AgreementSection 6.02(a), if, at any time on or after the date hereof hereof, but prior to obtaining the Company Stockholder Approval, ; (i) the Company receives a bona fide an unsolicited written Acquisition Proposal from a third partyThird Party, (ii) such Acquisition Proposal did not not, directly or indirectly, result from or arise out of a material breach of Section 6.02(a) (it being expressly understood that if any Representative of the Company or any of its Subsidiaries takes any action that if taken by the Company would be a material breach of Section 6.02(a), the taking of such action by such Representative will be deemed to constitute a material breach of Section 6.02(a) by the Company for purposes of this SECTION 5.2 and Section 6.02(b)), (iii) the Company Board determines in good faith, after consultation with its financial advisor the Company Financial Advisor and outside legal counsel, that such Acquisition Proposal constitutes, or would could reasonably be expected to lead to, a Superior Proposal, then the Company shall notify Parent in writing of such determination promptly after Proposal and (iv) the Company Board makes determines in good faith, after consultation with the Company Financial Advisor and outside legal counsel, that failure to take such determination (and in any event within twenty-four (24) hours after making such determination) and action would be inconsistent with the directors’ fiduciary duties under Applicable Law, then the Company may (A) furnish information and data with respect to the Company and its Subsidiaries to the third party Third Party making such Acquisition Proposal and afford such third party Third Party access to the businesses, properties, assets and personnel of the Company and its Subsidiaries pursuant to an Acceptable Confidentiality Agreement Subsidiaries, and (B) enter into, maintain and participate in discussions or negotiations with the third party Third Party making such Acquisition Proposal regarding such Acquisition Proposal or otherwise cooperate with or assist or participate in, or facilitate, any such discussions or negotiationsnegotiations (including by entering into a customary confidentiality agreement with such Third Party for the purpose of receiving non-public information relating to such Third Party’s business); provided, however, that the Company will substantially concurrently provide to Parent not, and will not permit its Subsidiaries or its or their Representatives to, furnish any non-public information concerning the Company or its Subsidiaries provided except pursuant to such third party, which was not previously provided to Parentan Acceptable Confidentiality Agreement. Notwithstanding anything to the contrary contained in this Agreement, the Company and its Representatives may (x) following the receipt of an Acquisition Proposal from a Third Party, and provided that such Acquisition Proposal shall not have resulted from a material breach of Section 6.02(a) and the Company shall have complied in all material respects with the requirements of Section 6.02 with respect to such Acquisition Proposal (it being expressly understood that if any Representative of the Company or any of its Subsidiaries takes any action that if taken by the Company would be a material breach of Section 6.02(a), the taking of such action by such Representative will be deemed to constitute a material breach of Section 6.02(a) by the Company for purposes of this Section 6.02(b)), contact such Third Party solely (other than contacts in the ordinary course of business not in furtherance of or relating in any way to such Acquisition Proposal) in order to clarify and understand the terms and conditions of an Acquisition Proposal made by such Third Party so as to determine whether such Acquisition Proposal constitutes, or could reasonably be expected to lead to, a Superior Proposal and (y) direct any Persons to this Agreement, including the specific provisions and restrictions of this SECTION 5.2Section 6.02. (c) The From and after the date hereof, the Company shall as promptly as reasonably practicable (and in any event within twenty-four (24) hours) notify Parent if any proposals or offers with respect to an Acquisition Proposal are received from a Third Party, or any non-public information is requested from, or any discussions or negotiations are sought to be initiated or continued with, the Company, any of the Company’s (Subsidiaries or any of its the Company’s Representatives’) receipt , in each case by a Third Party for the purpose of any making an Acquisition Proposal or any offer that would reasonably be expected seeking to lead to an Acquisition Proposal, initiate discussions or of any request for discussion, negotiation or information relating to the Company or any of its Subsidiaries or for access to the business, properties, assets, books or records of the Company or any of its Subsidiaries by any third party that would reasonably be expected to lead to negotiations concerning an Acquisition Proposal, which notification shall include a copy of the applicable written Acquisition Proposal (or, if oral, i) the material terms and conditions of such Acquisition ProposalProposal or information request (including copies of any written proposals, offers, requests or draft agreements), (ii) and the identity of the third party Third Party making such Acquisition Proposal. The Proposal or information request (unless the Company is prohibited from disclosing such identity pursuant to a contractual obligation with such Third Party existing as of the date hereof, in which case the Company shall thereafter so inform Parent and shall provide such information about such Third Party as may be reasonably requested by Parent to the extent not in violation of such contractual obligation; and (iii) whether the Company has any intention to provide confidential information to such person. Thereafter, the Company shall keep Parent reasonably informed on a reasonably current prompt basis of the status of any material developments, discussions or negotiations regarding any such Acquisition Proposal, and the material terms and conditions thereof (including any change in price or form of consideration or other material amendment thereto), including by providing a copy of material documentation relating thereto that is exchanged between the third party (or its Representatives) making developments with respect to such Acquisition Proposal and the Company or request (or its Representatives) within twenty-four (24) hours after receipt thereof. (d) The Company agrees to enforce, and not to release or permit the release including copies of any Person fromwritten proposals, offers, requests or to modify or waive or permit the waiver or termination of any provision of, any Acceptable Confidentiality Agreement (including any standstill or similar provisions contained thereindraft agreements), other than to the extent the Company Board determines in good faith, after consultation with outside legal counsel, that failure to provide such waiver, release or termination would reasonably be expected to be inconsistent with its fiduciary duties under applicable Law.

Unsolicited Proposals. (a) Subject to SECTION 5.3(b) and SECTION 5.3(c) and except Except as expressly permitted by this SECTION 5.2Section 6.02, from the date of this Agreement until the earlier to occur consummation of the Effective Time or Offer (including the payment for all Shares and Preferred Shares validly tendered and not withdrawn pursuant to the Offer) or, if earlier, the termination of this Agreement in accordance with ARTICLE VIIits terms, the Company shall not, and shall cause the Company shall cause its Subsidiaries not to, and direct the Company shall direct and use its reasonable best efforts to cause its directors, officers, employees, investment bankers, attorneys, accountants and other advisors, agents and representatives (collectively, the “Representatives”) and its Subsidiaries’ Company’s Representatives not to, directly or indirectly (other than with respect to Parent and Merger Sub), (i) solicit, initiate, knowingly facilitate solicit or knowingly encourage or knowingly facilitate the making of any inquiriesAcquisition Proposal or any inquiry, proposals proposal or offers that constitute, or request for information that could reasonably be expected to lead to, or result in, an Acquisition Proposal, (ii) other than informing Third Parties of the existence of the provisions contained in this Section 6.02, engage inin negotiations or discussions with, continue or otherwise participate furnish any information concerning the Company or any of the Company Subsidiaries to, any Third Party who has made, or in any discussions or negotiations with any third party regarding response to, an Acquisition Proposal or any inquiry, proposal or offer request for information that could reasonably be expected to lead to an Acquisition Proposalto, or furnish to any third party information or provide to any third party access to the businessesresult in, properties, assets or personnel of the Company or any of its Subsidiaries, in each case in connection with an Acquisition Proposal or any inquiry, proposal or offer that could reasonably be expected to lead to an Acquisition Proposal, or for the purpose of encouraging or facilitating an Acquisition Proposal, (iii) enter into any letter of intent, agreement, contract, commitment or agreement in principle (other than an Acceptable Confidentiality Agreement in accordance with this SECTION 5.2) with respect to an Acquisition Proposal or enter into any agreement, contract or commitment requiring the Company to abandon, terminate or fail to consummate the transactions contemplated by this Agreement, (iv) approve, support, adopt or recommend any Acquisition Proposal, or (v) resolve or agree to do any of the foregoing. From and after Promptly following the execution and delivery of this AgreementAgreement on the date hereof, the Company shall, and shall cause its Subsidiaries to, and shall direct the Company’s and its Subsidiaries’ Representatives to, (A) immediately cease and terminate any cause to be terminated all existing discussions or negotiations with any third party, theretofore conducted by of the Company, its Subsidiaries or Affiliates and its and their respective Representatives with any Person conducted heretofore with respect to an any Acquisition Proposal Proposal, or any inquiry, inquiry or proposal or offer that could reasonably be expected to lead to to, or result in, an Acquisition Proposal, (B) terminate access by any third party Third Party to the Data Room or any physical or other electronic data room or other access to data or information of the Company, in each case relating to or in connection with any Acquisition Proposal or any potential Acquisition Proposal, Transaction and (C) promptly following request the prompt return or destruction of any confidential information provided to any Third Party within the twelve (12) months immediately preceding the date hereof the Company shall request that all non-public information previously provided by or on behalf of the Company or any of its Subsidiaries to any such third party be returned or destroyed this Agreement in accordance connection with the applicable Acceptable Confidentiality Agreementa proposed Acquisition Transaction. It is agreed that (1) any violation of the restrictions set forth in this SECTION 5.2(aSection 6.02(a) by any officer, director or employee of the Company or any of its Subsidiaries shall constitute a breach of this SECTION 5.2 by the Company and (2) any inquiry, proposal or offer that results from any material violation of the foregoing restrictions by any Representative of the Company or any of its Subsidiaries (other than such Representatives included in Affiliates shall constitute a breach of this Section 6.02(a) by the foregoing clause (1)) Company. Notwithstanding anything herein to the contrary, the Company shall be deemed permitted to grant waivers of, and not enforce, any standstill provision or similar provision that has the effect of prohibiting the counterparty thereto from making an Acquisition Proposal solely (x) in order to permit the counterparty thereto to make a non-public Acquisition Proposal or (y) to the extent the Company Board determines in good faith, after consultation with the Company’s outside legal counsel and financial advisor, that failure to do so would be reasonably likely to be not in compliance inconsistent with this SECTION 5.2the Company Board’s fiduciary duties under Applicable Law. (b) Notwithstanding anything to the contrary contained in this Agreement, if, if at any time on or after the date hereof and prior to obtaining the Company Stockholder Approvalconsummation of the Offer, (i) the Company receives a bona fide an unsolicited written Acquisition Proposal from a third party, (ii) such which Acquisition Proposal was made after the date of this Agreement and did not result from a material breach of this SECTION 5.2 Section 6.02), the Company and (iii) the Company Board and/or their Representatives may, subject to compliance with this Section 6.02(b), engage in negotiations or discussions with, or furnish any information and reasonable access to, such Third Party making such Acquisition Proposal and/or its Representatives or potential financing sources if the Company Board determines in good faith, after consultation with its financial advisor and the Company’s outside legal counselcounsel and financial advisor, and based on information then available, that such Acquisition Proposal constitutes, or would could reasonably be expected to lead to, or result in, a Superior Proposal; provided, then that (i) prior to furnishing any non-public information, the Company shall notify receives from such Third Party an executed Acceptable Confidentiality Agreement and (ii) any such non-public information so furnished has been previously provided or made available to Parent in writing of such determination or is provided or made available to Parent promptly after the Company Board makes such determination (and in any event within twenty-four (2424 hours) hours after making such determination) and the Company may (A) furnish information and data with respect to the Company and its Subsidiaries to the third party making such Acquisition Proposal and afford such third party access to the businesses, properties, assets and personnel of the Company and its Subsidiaries pursuant to an Acceptable Confidentiality Agreement and (B) enter into, maintain and participate in discussions or negotiations with the third party making such Acquisition Proposal regarding such Acquisition Proposal or otherwise cooperate with or assist or participate in, or facilitate, any such discussions or negotiations; provided, however, that the Company will substantially concurrently provide to Parent any non-public information concerning the Company or its Subsidiaries provided it is so furnished to such third party, which was not previously provided to ParentThird Party. Notwithstanding anything to the contrary contained in this Agreement, the Company may, following the receipt of an Acquisition Proposal, contact the Third Party that has made such Acquisition Proposal to (i) clarify and its Representatives may direct any Persons understand the terms and conditions thereof to this Agreementfacilitate the Company Board’s (or committee’s) determination with respect to whether such Acquisition Proposal constitutes, including or could reasonably be expected to lead to, or result in, a Superior Proposal and (ii) inform such Third Party of the specific provisions of this SECTION 5.2Section 6.02. (c) The Except as otherwise provided in the last sentence of this Section 6.02(c) or in Section 6.02(d), until the termination of this Agreement, neither the Company Board nor any committee thereof shall as promptly as practicable (and i) (A) withhold, withdraw (or not continue to make), qualify or modify (or publicly propose or resolve to withhold, withdraw (or not continue to make), qualify or modify in any event manner adverse to Parent) in any manner, the Board Recommendation, (B) take any action to exempt any Person (other than Parent and its Affiliates) from any applicable state takeover statute, (C) approve, adopt or recommend any Acquisition Proposal, or propose publicly to approve, adopt or recommend, any Acquisition Proposal, (D) fail to publicly reaffirm the Board Recommendation within twenty-four (244) hoursBusiness Days after Parent so requests in writing, or (E) notify Parent of make any public statement inconsistent with the Company’s Board Recommendation (any action described in this clause (i) being referred to as a “Change in Recommendation”) or (ii) allow the Company or any of its Representatives’the Company Subsidiaries to execute or enter into any letter of intent, memorandum of understanding, agreement in principle, merger agreement, acquisition agreement, option agreement, joint venture agreement, alliance agreement, partnership agreement or similar agreement or arrangement (other than an Acceptable Confidentiality Agreement) receipt of with any Third Party providing for an Acquisition Proposal Transaction or requiring the Company to abandon, terminate or fail to consummate the Merger or any offer of the other Transactions, or requiring the Company to fail to comply with this Section 6.02 (an “Alternative Acquisition Agreement”). Notwithstanding anything to the contrary contained in this Agreement, at any time prior to the consummation of the Offer, in the event a material development, event, fact, occurrence or material change in circumstances (other than an Acquisition Proposal) occurs or arises after the date of this Agreement that was not known or reasonably foreseeable by the Company Board as of the date of this Agreement, the Company Board may make a Change in Recommendation if the Company Board determines, after consultation with its outside legal counsel, that the failure to take such action would reasonably be expected to lead be inconsistent with the Company Board’s fiduciary duties under applicable Law; provided, that the Company has provided Parent four (4) Business Days’ prior written notice advising Parent that it intends to take such action and specifying, in reasonable detail, the reasons for such action. (d) Notwithstanding anything to the contrary contained in this Agreement, but subject to Section 6.02(e), at any time prior to the consummation of the Offer if, in response to an Acquisition Proposal, or of any request for discussion, negotiation or information relating to the Company or any of its Subsidiaries or for access to the business, properties, assets, books or records of the Company or any of its Subsidiaries by any third party that would reasonably be expected to lead to an Acquisition Proposal, which notification shall include a copy of the applicable unsolicited written Acquisition Proposal made after the date of this Agreement that did not result from a material breach of this Section 6.02, the Company Board determines in good faith (orafter consultation with its outside legal counsel and financial advisor) that (i) such Acquisition Proposal constitutes a Superior Proposal and (ii) the failure to approve or recommend such Superior Proposal would be reasonably likely to be inconsistent with the Company Board’s fiduciary duties under applicable Law, if oralthe Company may make a Change in Recommendation and/or terminate this Agreement pursuant to Section 8.01(d)(i) and this Section 6.02(d) to enter into an Alternative Acquisition Agreement with respect to such Superior Proposal; provided, however, that the Company may not terminate this Agreement pursuant to Section 8.01(d)(i) and this Section 6.02(d) unless (y) the Company has complied in all material respects with its obligations under this Section 6.02, including to its obligations set forth in Section 6.02(e), and (z) the Company pays, or causes to be paid, to Parent, the Termination Fee payable pursuant to Section 9.04(b) substantially concurrently with such termination. (e) Notwithstanding anything to the contrary contained in this Agreement, the Company Board shall not make a Change in Recommendation pursuant to Section 6.02(d) and the Company shall not be entitled to terminate this Agreement pursuant to Section 8.01(d)(i) and Section 6.02(d) unless (x) the Company shall have provided to Parent three (3) Business Days’ prior written notice (the “Superior Proposal Notice”) advising Parent that the Company intends to take such action and specifying, in reasonable detail, the material terms and conditions of any such Superior Proposal and, if applicable and not prohibited by the terms of any confidentiality or non-disclosure agreement to which the Company is a party as of the date hereof, providing a copy of the relevant proposed transaction agreement (it being understood that, in the event of any change in the per share consideration or form of consideration offered under, or any other material amendment or modification of such Superior Proposal, the time periods in this Section 6.02(e) shall be extended by one (1) additional Business Day) and (y): (i) during such three (3) Business Day period, if requested by Parent, the Company shall have engaged in good faith negotiations with Parent regarding changes to the terms of this Agreement intended to cause such Acquisition Proposal to no longer constitute a Superior Proposal; and (ii) the Company Board shall have considered any adjustments to this Agreement (including a change to the price terms hereof) and any other adjustments that may be irrevocably proposed in writing by Parent (the most recent such adjustments, the “Proposed Changed Terms”) no later than 5:00 p.m., Philadelphia, Pennsylvania time, on the on the third (3rd) Business Day of such three (3) Business Day period and shall have determined in good faith (after consultation with its outside legal counsel and financial advisor) that the Superior Proposal would continue to constitute a Superior Proposal if the Proposed Changed Terms were to be given effect. For the avoidance of doubt, if Parent, within four (4) Business Days following its receipt of a Superior Proposal Notice, makes an irrevocable written offer that, as determined in good faith by the Company Board (after consultation with its outside legal counsel and financial advisor) results in the applicable Acquisition Proposal no longer being a Superior Proposal, then the Company Board shall have no right to make a Change in Recommendation pursuant to Section 6.02(d) and the Company shall have no right to terminate this Agreement pursuant to Section 8.01(d)(i) or Section 6.02(d) as a result of such Acquisition Proposal, unless such Acquisition Proposal is subsequently determined by the Company Board (after consultation with its outside legal counsel and financial advisor) to be a Superior Proposal in accordance with Section 6.02(d), in which case Section 6.02(e) shall apply to such determination. (f) The Company shall promptly (and in any event within 24 hours) advise Parent in writing in the event that the Company receives any Acquisition Proposal, and in connection with such notice, if applicable, provide to Parent the material terms and conditions (including, unless prohibited by the terms of any confidentiality or non-disclosure agreement existing as of the date of this Agreement, the identity of the Person making any such Acquisition Proposal) and the identity of the third party making any such Acquisition Proposal. The Company shall thereafter (i) keep Parent reasonably informed on a reasonably current basis of the status of any material developments, discussions or negotiations regarding any such Acquisition Proposal, (ii) promptly (and in any event within 24 hours) notify Parent in writing of any material change to the material terms of any such Acquisition Proposal or any determination by the Company Board pursuant to Section 6.02(b) and conditions (iii) provide to Parent as soon as practicable (and in any event within 24 hours) after receipt or delivery thereof of any written indication of interest (including any change in price or form of consideration or other material amendment thereto) or any written material that constitutes an Acquisition Proposal (or amendment thereto) including copies of any proposed Alternative Acquisition Agreements and any financing commitments related thereto. (g) Nothing contained in this Agreement shall prohibit the Company or the Company Board, directly or indirectly through their respective Representatives, from (i) taking and disclosing any position or disclosing any information reasonably required under Rule 14d-9, Rule 14e-2(a) or Item 1012(a) of Regulation M-A promulgated under the Exchange Act (or any similar communication to stockholders in connection with the making or amendment of a tender offer or exchange offer), including by providing a copy (ii) making any “stop, look and listen” communication to the Company’s stockholders pursuant to Rule 14d-9(f) promulgated under the Exchange Act, (iii) the accurate disclosure of material documentation relating thereto factual information regarding the business, financial condition or results of operations of the Company or (iv) the accurate disclosure of the fact that is exchanged between an Acquisition Proposal has been made, the third identity of the party (or its Representatives) making such Acquisition Proposal, the material terms of such Acquisition Proposal and and/or the operation of this Agreement with respect thereto; provided, that in all cases, no Change in Recommendation may be made unless the Company (or shall have first complied with its Representatives) within twenty-four (24) hours after receipt thereof. (d) The Company agrees to enforce, and not to release or permit the release of any Person from, or to modify or waive or permit the waiver or termination of any provision of, any Acceptable Confidentiality Agreement (including any standstill or similar provisions contained thereinobligations under Section 6.02(c), other than to the extent the Company Board determines in good faith, after consultation with outside legal counsel, that failure to provide such waiver, release or termination would reasonably be expected to be inconsistent with its fiduciary duties under applicable LawSection 6.02(d) and Section 6.02(e).

Unsolicited Proposals. (a) Subject to SECTION 5.3(bSection 5.4(b) and SECTION 5.3(cSection 5.4(c) and except as expressly permitted by this SECTION 5.2Section 5.3, until during the earlier to occur of Pre-Closing Period: (i) the Effective Time or the termination of this Agreement Company (in accordance with ARTICLE VIIsuch role, the Company “Target Party,” and the other party (i.e., Parent) in such role, the “Other Party”) shall not, and nor shall the Company shall cause Target Party permit any of its Subsidiaries not to, and nor shall the Company shall direct and use Target Party authorize or permit any of its reasonable best efforts to cause Representatives or any of its directors, officers, employees, investment bankers, attorneys, accountants and other advisors, agents and representatives (collectively, the “Representatives”) and its Subsidiaries’ Subsidiary’s Representatives not to, directly or indirectly (other than with respect to Parent and Merger SubPurchaser), (iA) solicit, initiate, knowingly facilitate or knowingly encourage any inquiries, proposals or offers that constitute, or that could reasonably be expected to lead to, an Acquisition Proposal, (iiB) engage in, continue or otherwise participate in any discussions or negotiations with any third party regarding an Acquisition Proposal or any inquiry, proposal or offer that could reasonably be expected to lead to an Acquisition ProposalThird Party, or furnish to any third party Third Party information or provide to any third party Third Party access to the businesses, properties, assets or personnel of the Company Target Party or any of its Subsidiaries, in each case in connection with respect to an Acquisition Proposal or any inquiry, proposal or offer that could would reasonably be expected to lead to an Acquisition Proposal, (C) approve, endorse or for the purpose of encouraging recommend any proposal that constitutes or facilitating would reasonably be expected to lead to an Acquisition Proposal, Proposal or (iiiD) enter into any letter of intent, agreement, contract, commitment or agreement in principle (other than an Acceptable Confidentiality Agreement entered into in accordance with this SECTION 5.2Section 5.3(b)) with respect to an Acquisition Proposal or enter into any letter of intent, agreement, contract or commitment requiring the Company Target Party to breach this Agreement or abandon, terminate or fail to consummate the transactions contemplated by this Agreement, Contemplated Transactions; and (ivii) approve, support, adopt or recommend any Acquisition Proposal, or (v) resolve or agree to do any of the foregoing. From and after the execution of this Agreement, the Company shall, and shall cause its Subsidiaries to, and shall direct the Company’s cause its and its Subsidiaries’ their respective Representatives to, (A) immediately cease and terminate any existing discussions or negotiations with any third partyThird Party, theretofore conducted by the Company, its Subsidiaries or their respective Representatives with respect to an Acquisition Proposal or any inquiry, proposal or offer that could would reasonably be expected to lead to an Acquisition Proposal, (B) terminate access by any third party to any physical or electronic data room or other access to data or information of the Company, in each case relating to or in connection with any Acquisition Proposal or any potential Acquisition Proposal, and (C) promptly following the date hereof the Company shall request that use commercially reasonable efforts to cause all non-public information previously provided by or on behalf of the Company it or any of its Subsidiaries to any such third party Third Party to be returned or destroyed in accordance with the applicable Acceptable Confidentiality Agreement. It is agreed that (1) any violation of the restrictions set forth in this SECTION 5.2(a) by any officer, director or employee of the Company or any of its Subsidiaries shall constitute a breach of this SECTION 5.2 by the Company and (2) any inquiry, proposal or offer that results from any material violation of the foregoing restrictions by any Representative of the Company or any of its Subsidiaries (other than such Representatives included in the foregoing clause (1)) shall be deemed to be not in compliance with this SECTION 5.2confidentiality agreement. (b) Notwithstanding anything to the contrary contained in this Agreement, if, at any time on or after the date hereof but prior to obtaining the Company Stockholder ApprovalOffer Acceptance Time, (i) the Company Target Party receives a an unsolicited written bona fide written Acquisition Proposal from a third partyThird Party, (ii) such Acquisition Proposal did not result from a material breach of this SECTION 5.2 Section 5.3 or Section 5.4 and (iii) the Company Board (such board of directors (or any committee thereof) in such role, the “Target Board”), determines in good faith, after consultation with its financial advisor and outside legal counsel, that such Acquisition Proposal constitutes, or would could reasonably be expected to lead to, a Superior ProposalProposal and that failure to take such actions would reasonably be expected to be inconsistent with its fiduciary duties under applicable Law, then the Company shall notify Parent in writing of such determination promptly after the Company Board makes such determination (and in any event within twenty-four (24) hours after making such determination) and the Company Target Party may (A) furnish information and data with respect to the Company Target Party and its Subsidiaries to the third party Third Party making such Acquisition Proposal and afford such third party Third Party access to the businesses, properties, assets and personnel of the Company Target Party and its Subsidiaries pursuant to an Acceptable Confidentiality Agreement and (B) enter into, maintain and participate in discussions or negotiations with the third party Third Party making such Acquisition Proposal regarding such Acquisition Proposal or otherwise cooperate with or assist or participate in, or facilitate, any such discussions or negotiationsnegotiations (including by entering into a customary confidentiality agreement with such Third Party for the purpose of receiving non-public information relating to such Third Party); provided, however, that the Company Target Party (1) will substantially concurrently not, and will not permit its Subsidiaries or its or their Representatives to, furnish any non-public information except pursuant to an Acceptable Confidentiality Agreement and (2) will promptly (and in any event within 24 hours) provide to Parent the Other Party any material non-public information concerning the Company Target Party or its Subsidiaries provided to such third partyThird Party, which was not previously provided to Parentthe Other Party. Notwithstanding anything to the contrary contained in this Agreement, the Company Target Party and its Representatives may (x) following the receipt of an unsolicited written bona fide Acquisition Proposal from a Third Party, contact such Third Party in order to clarify and understand the terms and conditions of such Acquisition Proposal solely in order to permit the Target Board to determine whether such Acquisition Proposal constitutes, or could reasonably be expected to lead to, a Superior Proposal in accordance with this Section 5.3 and (y) direct any Persons to this Agreement, including the specific provisions of this SECTION 5.2Section 5.3. (c) The Company Target Party shall as promptly as practicable (and in any event within twenty-four (24) 24 hours) notify Parent the Other Party of the CompanyTarget Party’s (or any of its Representatives’) receipt of any Acquisition Proposal (or any inquiry, proposal or offer that would reasonably be expected to lead to an Acquisition Proposal, or of any request for discussion, negotiation or information relating to the Company or any of its Subsidiaries or for access to the business, properties, assets, books or records of the Company or any of its Subsidiaries by any third party that would reasonably be expected to lead to an Acquisition Proposal), which notification shall include a copy of the applicable written Acquisition Proposal Proposal, inquiry, proposal or offer (or, if oral, the material terms and conditions of such Acquisition Proposal, inquiry, proposal or offer) and the identity of the third party Third Party making such Acquisition Proposal, inquiry, proposal or offer. The Company Target Party shall thereafter keep Parent the Other Party reasonably informed on a reasonably current basis of the status of any material developments, discussions or negotiations regarding any such Acquisition Proposal, and the material terms and conditions thereof (including any change in price or form of consideration or other material amendment thereto), including by providing a copy of material documentation relating thereto that is exchanged between the third party Third Party (or its Representatives) making such Acquisition Proposal and the Company Target Party (or its Representatives) within twenty-four (24) 24 hours after receipt thereof. (d) The Company agrees to enforce, and not to release or permit the release of any Person from, or to modify or waive or permit the waiver or termination of any provision of, any Acceptable Confidentiality Agreement (including any standstill or similar provisions agreement to which the Company or any of its Subsidiaries is a party, or any restrictions on “business combinations” or any similar provision contained therein)in any applicable Takeover Statute or the Company Charter Documents, other than to the extent the Company Board determines in good faith, after consultation with outside legal counsel, that failure to provide such waiver, release or termination would reasonably be expected to be inconsistent with its fiduciary duties under applicable Law. (e) The Company agrees in the event any Subsidiary or any Representative of the Company takes any action which, if taken by the Company, would constitute a material breach of this Section 5.3, the Company shall be deemed in breach of this Section 5.3.

Unsolicited Proposals. (a) Subject to SECTION 5.3(b) and SECTION 5.3(c) and except as expressly permitted by this SECTION 5.2, until Until the earlier to occur of the Effective Time or the termination of this Agreement in accordance with ARTICLE VIIpursuant to Section 8.01, beginning on the date hereof: (i) the Company shall not, and nor shall the Company shall cause permit any of its Subsidiaries not to, and nor shall the Company shall direct and use authorize or knowingly permit any of its reasonable best efforts to cause Representatives or any of its directors, officers, employees, investment bankers, attorneys, accountants and other advisors, agents and representatives (collectively, the “Representatives”) and its Subsidiaries’ Subsidiary’s Representatives not to, directly or indirectly (other than with respect to Parent and Merger Sub), (iA) solicit, initiate, knowingly facilitate or knowingly encourage (including by way of furnishing non-public information) any inquiries, proposals or offers that constitute, or that could reasonably be expected to lead to, an Acquisition Proposal, (iiB) engage in, continue or otherwise participate in any discussions or negotiations with any third party Third Party regarding an Acquisition Proposal or any inquiry, proposal or offer that could reasonably be expected to lead to an Acquisition Proposal, or furnish to any third party Third Party information or provide to any third party Third Party access to the businesses, properties, assets or personnel of the Company or any of its Subsidiaries, in each case case, relating in connection with an Acquisition Proposal or any inquiry, proposal or offer that could reasonably be expected to lead to an Acquisition Proposalway to, or for the purpose of encouraging or facilitating facilitating, or that could reasonably be expected to lead to, an Acquisition Proposal, Proposal or (iiiC) enter into any letter of intent, agreement, contractContract, commitment or agreement in principle (other than an Acceptable Confidentiality Agreement in accordance with this SECTION 5.2) with respect to an Acquisition Proposal or enter into any agreement, contract Contract or commitment requiring the Company to abandon, terminate or fail to consummate the transactions contemplated by this Agreement (an “Alternative Acquisition Agreement, (iv”) approve, support, adopt or recommend any Acquisition Proposal, or (vD) resolve resolve, propose or agree to do any of the foregoing. From and after the execution of this Agreement, ; and (ii) the Company shall, and shall cause its Subsidiaries to, and shall direct the Company’s and its Subsidiaries’ Representatives to, (A) immediately cease and terminate any existing discussions or negotiations with any third party, Third Party theretofore conducted by the Company, its Subsidiaries or their respective Representatives with respect to an Acquisition Proposal or any inquiry, proposal or offer that could reasonably be expected to lead to an Acquisition Proposal, (B) terminate including terminating access by any third party to any physical or electronic on-line data room or other access to data or information of the Company, in each case relating to or in connection with any Acquisition Proposal or any potential Acquisition Proposalroom), and (C) promptly following the date hereof hereof, the Company shall request that all non-public information previously provided by or on behalf of the Company or any of its Subsidiaries to any such third party Third Party be returned or destroyed in accordance with the applicable Acceptable Confidentiality Agreement. It is agreed that (1) any violation of the restrictions set forth in this SECTION 5.2(a) by any officer, director or employee of the Company or any of its Subsidiaries shall constitute a breach of this SECTION 5.2 by the Company and (2) any inquiry, proposal or offer that results from any material violation of the foregoing restrictions by any Representative of the Company or any of its Subsidiaries (other than such Representatives included in the foregoing clause (1)) shall be deemed to be not in compliance with this SECTION 5.2confidentiality agreement. (b) Notwithstanding anything to the contrary contained in this Agreement, but subject to the Company’s compliance in all material respects with Section 6.02(a), if, at any time on or after the date hereof hereof, but prior to obtaining the Company Stockholder Approval, (i) the Company receives a written bona fide written Acquisition Proposal from a third partyThird Party, (ii) such Acquisition Proposal did not result from a material breach of this SECTION 5.2 Section 6.02 and (iii) the Company Board or the Special Committee determines in good faith, after consultation with its financial advisor the Company Financial Advisor and outside legal counsel, that such Acquisition Proposal constitutes, or would could reasonably be expected to lead toresult in, a Superior Proposal, then the Company shall notify Parent in writing of such determination promptly after if, but only if, the Company Board makes such determination (and or the Special Committee determines in any event within twenty-four (24) hours good faith after making such determination) and consultation with the Company may Financial Advisor and outside legal counsel that the failure to take such actions would be reasonably likely to be inconsistent with its fiduciary duties under Applicable Law, the Company may, after entering into an Acceptable Confidentiality Agreement with such Third Party, (A) furnish information and data with respect to the Company and its Subsidiaries to the third party Third Party making such Acquisition Proposal and afford such third party Third Party access to the businesses, properties, assets and personnel of the Company and its Subsidiaries pursuant to an Acceptable Confidentiality Agreement and (B) enter into, maintain and participate in discussions or negotiations with the third party Third Party making such Acquisition Proposal regarding such Acquisition Proposal or otherwise cooperate with or assist or participate in, or facilitate, any such discussions or negotiationsnegotiations (including by entering into an Acceptable Confidentiality Agreement with such Third Party for the purpose of receiving non-public information relating to such Third Party); provided, however, that the Company (1) will substantially concurrently not, and will not permit its Subsidiaries or its or their Representatives to, furnish any non-public information except pursuant to an Acceptable Confidentiality Agreement, (2) will promptly (and in any event within 24 hours) provide to Parent (x) written notice of the determination of the Company Board or the Special Committee described above, (y) a copy of the Acceptable Confidentiality Agreement, entered into by the Company with such Third Party and (z) any material non-public information concerning the Company or its Subsidiaries provided to such third partyThird Party, which was not previously provided to Parent, and (3) will not, and will not permit its Subsidiaries to, enter into any confidentiality or other agreement with any Person that could limit or delay the ability of the Company or any of its Subsidiaries to provide any information to Parent in accordance with this Section 6.02. Notwithstanding anything to the contrary contained in this Agreement, the Company and its Representatives may (x) following the receipt of an Acquisition Proposal from a Third Party, contact such Third Party in order to clarify and understand the terms and conditions of an Acquisition Proposal made by such Third Party so as to determine whether such Acquisition Proposal constitutes, or could reasonably be expected to lead to, a Superior Proposal and (y) direct any Persons to this Agreement, including the specific provisions of this SECTION 5.2Section 6.02. Notwithstanding the foregoing, the Company shall not, and shall cause its Subsidiaries and its and their respective Representatives to not, provide any commercially sensitive non-public information to any competitor in connection with the actions permitted by this Section 6.02(b), except in a manner consistent with the Company’s past practices in dealing with the disclosure of such information in the context of considering Acquisition Proposals prior to the date of this Agreement and subject to limitations no less restrictive to the Third Party in the aggregate than those placed on Parent, Merger Sub and/or their Representatives with respect to such information in connection with the transactions contemplated hereby. (c) The From and after the date hereof, the Company shall as promptly as practicable (and in any event within twenty-four (24) 24 hours) notify Parent of the Company’s (or any of its Representatives’) receipt of (i) any Acquisition Proposal or (ii) any offer inquiries, proposals or offers with respect to, or that would reasonably be expected to lead to, an Acquisition Proposal, any request for non-public information that would reasonably be expected to lead to an Acquisition Proposal or any request for discussions or negotiations with, the Company, any of the Company’s Subsidiaries or any of the Company’s Representatives that would reasonably be expected to lead to an Acquisition Proposal, or in each case of any request for discussionthis clause (ii), negotiation or information relating to the Company or any of its Subsidiaries or for access to the business, properties, assets, books or records from a bona fide potential purchaser of the Company or any of its Subsidiaries by (any third party that would reasonably be expected to lead to such inquiry, proposal, offer or request, an Acquisition Proposal“Inquiry”), which notification shall include a copy of the applicable written Acquisition Proposal or other such proposal or offer (or, if oral, the material terms and conditions of such Acquisition ProposalProposal or other such proposal or offer) and the identity of the third party Third Party making such Acquisition ProposalProposal or Inquiry. The Company shall thereafter keep Parent reasonably informed on a reasonably current basis of the status of any material developments, discussions or negotiations regarding any such Acquisition ProposalProposal or Inquiry, and the material terms and conditions thereof in the case of any Acquisition Proposal or other such proposal or offer (including any change in price or form of consideration or other material amendment thereto), including by providing a copy of material documentation relating thereto that is exchanged between the third party Third Party (or its Representatives) making such Acquisition Proposal or other such proposal or offer and the Company (or its Representatives) within twenty-four (24) 24 hours after receipt thereof. (d) The Company agrees to enforce, and not to release or permit the release of any Person from, or to modify or waive or permit the waiver or termination of any provision of, any Acceptable Confidentiality Agreement confidentiality, standstill or similar agreement (including or any standstill or similar provisions contained therein)confidentiality provision of any other contract or agreement) to which any of the Company or any Subsidiary of the Company is a party (a “Standstill Provision”) or any “moratorium,” “control share acquisition,” “fair price,” “interested stockholder,” “affiliate transaction,” “business combination,” or other antitakeover Applicable Law (provided, other than to the extent however, that the Company Board or any committee thereof may grant a waiver, release or termination of a Standstill Provision if, but only if, the Company Board or any committee thereof determines in good faith, after consultation with the Company Financial Advisor and outside legal counsel, that failure to provide such waiver, release or termination would reasonably be expected likely to be inconsistent with its fiduciary duties under applicable Applicable Law), and the Company will use its reasonable best efforts to enforce or cause to be enforced to the fullest extent permitted by Applicable Law each such agreement. (e) The Company agrees that in the event any of its Subsidiaries or its or their Representatives takes any action which, if taken by the Company would constitute a breach by the Company of Section 6.02(a), Section 6.02(b) or Section 6.02(d), the Company shall be deemed to be in breach of Section 6.02(a), Section 6.02(b) or Section 6.02(d), as applicable.

Unsolicited Proposals. (a) Subject to SECTION 5.3(b) and SECTION 5.3(c) and except Except as otherwise expressly permitted by this SECTION 5.2Section 7.02, from the date of this Agreement until the earlier to occur of the Effective Time or Closing or, if earlier, the termination of this Agreement in accordance with ARTICLE VIIits terms, the Company shall Parent will not, and the Company shall cause its Subsidiaries not to(including Seller, and the Company shall direct Company, Velocity and, except in accordance with this Agreement, Bolt) and use its all reasonable best efforts to cause its directors, officers, employees, investment bankers, attorneys, accountants and other advisors, agents and representatives (collectively, the “Representatives”) and its Subsidiaries’ their respective Representatives not to, directly or indirectly (other than with respect to Parent and Merger Sub)indirectly, (i) solicit, initiate, knowingly facilitate solicit or knowingly encourage or knowingly facilitate the making of any inquiriesAcquisition Proposal or any inquiry, proposals proposal or offers request for information that constitute, or that could would reasonably be expected to lead to, or result in, an Acquisition Proposal, (ii) other than informing Third Parties of the existence of the provisions contained in this Section 7.02, engage inin negotiations or discussions with, continue or otherwise participate furnish any information concerning the Company or any of the Company Subsidiaries to, any Third Party who has made, or in any discussions or negotiations with any third party regarding response to, an Acquisition Proposal or any inquiry, proposal or offer request for information that could would reasonably be expected to lead to an Acquisition Proposalto, or furnish to any third party information or provide to any third party access to the businessesresult in, properties, assets or personnel of the Company or any of its Subsidiaries, in each case in connection with an Acquisition Proposal or any inquiry, proposal or offer that could reasonably be expected to lead to an Acquisition Proposal, or for the purpose of encouraging or facilitating an Acquisition Proposal, (iii) enter into any letter of intent, agreement, contract, commitment or agreement in principle (other than an Acceptable Confidentiality Agreement in accordance with this SECTION 5.2) with respect to an Acquisition Proposal or enter into any agreement, contract or commitment requiring the Company to abandon, terminate or fail to consummate the transactions contemplated by this Agreement, (iv) approve, support, adopt or recommend any Acquisition Proposal, or (v) resolve or agree to do any of the foregoing. From and after Promptly following the execution of this Agreement, the Company shall, and Parent shall cause its Subsidiaries to, and shall direct the Company’s and its Subsidiaries’ Representatives to, (A) immediately cease and terminate any cause to be terminated all existing discussions or negotiations of Parent, its Affiliates and its and their Representatives with any third party, theretofore Person conducted by the Company, its Subsidiaries or their respective Representatives heretofore with respect to an any Acquisition Proposal Proposal, or any inquiry, inquiry or proposal or offer that could would reasonably be expected to lead to to, or result in, an Acquisition Proposal. Notwithstanding anything herein to the contrary, (B) terminate access by Parent shall be permitted to grant waivers of, and not enforce, any third party to any physical standstill provision or electronic data room or other access to data or information similar provision that has the effect of prohibiting the Company, in each case relating to or in connection with any Acquisition Proposal or any potential counterparty thereto from making an Acquisition Proposal, and (C) promptly following the date hereof the Company shall request that all non-public information previously provided by or on behalf of the Company or any of its Subsidiaries to any such third party be returned or destroyed in accordance with the applicable Acceptable Confidentiality Agreement. It is agreed that (1) any violation of the restrictions set forth in this SECTION 5.2(a) by any officer, director or employee of the Company or any of its Subsidiaries shall constitute a breach of this SECTION 5.2 by the Company and (2) any inquiry, proposal or offer that results from any material violation of the foregoing restrictions by any Representative of the Company or any of its Subsidiaries (other than such Representatives included in the foregoing clause (1)) shall be deemed to be not in compliance with this SECTION 5.2. (b) Notwithstanding anything to the contrary contained in this Agreement, if, at any time on or after the date hereof if prior to obtaining the Company Parent Stockholder Approval, (i) the Company Parent receives a bona fide written Acquisition Proposal from a third party, (ii) such Acquisition Proposal did which has not result resulted from a breach of this SECTION 5.2 Section 7.02, Parent and the Parent Board and/or their Representatives may, subject to compliance with this Section 7.02(b), engage in negotiations or discussions with, or furnish any information and reasonable access to, such Third Party making such Acquisition Proposal and/or its Representatives or potential financing sources if the Parent Board (iiior a committee thereof) the Company Board determines in good faith, after consultation with its financial advisor and Parent’s outside legal counseland financial advisors, and based on information then available, that such Acquisition Proposal constitutes, or would reasonably be expected to lead to, or result in, a Superior Proposal; provided that (i) prior to furnishing any nonpublic information, then the Company shall notify Parent in writing of receives from such determination Third Party an executed Acceptable Confidentiality Agreement and (ii) any such nonpublic information so furnished has been previously provided or Made Available to Buyer or is provided or made available to Buyer promptly after the Company Board makes such determination (and in any event within twenty-four one (241) hours Business Day) after making such determination) and the Company may (A) furnish information and data with respect to the Company and its Subsidiaries to the third party making such Acquisition Proposal and afford such third party access to the businesses, properties, assets and personnel of the Company and its Subsidiaries pursuant to an Acceptable Confidentiality Agreement and (B) enter into, maintain and participate in discussions or negotiations with the third party making such Acquisition Proposal regarding such Acquisition Proposal or otherwise cooperate with or assist or participate in, or facilitate, any such discussions or negotiations; provided, however, that the Company will substantially concurrently provide to Parent any non-public information concerning the Company or its Subsidiaries provided it is so furnished to such third party, which was not previously provided to ParentThird Party. Notwithstanding anything to the contrary contained in this Agreement, Parent may, following the Company receipt of an Acquisition Proposal, contact the Third Party that has made such Acquisition Proposal to (x) clarify and its Representatives may direct any Persons understand the terms and conditions thereof to this Agreementfacilitate the Parent Board’s (or committee’s) determination with respect to whether such Acquisition Proposal constitutes, including or would reasonably be expected to lead to, or result in, a Superior Proposal and (y) inform such Third Party of the specific provisions of this SECTION 5.2Section 7.02. (c) The Company Except as otherwise provided in the last sentence of this Section 7.02(c) or in Section 7.02(d), until the termination of this Agreement, neither the Parent Board nor any committee thereof shall (i) (A) withdraw (or qualify or modify in any manner adverse to Buyer), or publicly propose to withdraw (or so qualify or modify), the Board Recommendation, (B) take any action to exempt any Person (other than Buyer and its Affiliates) from the provisions of Section 203 of the DGCL or any other applicable state takeover statute or (C) approve, adopt or recommend any Acquisition Proposal, or propose publicly to approve, adopt or recommend any Acquisition Proposal (any action described in this clause (i) being referred to as a “Change in Recommendation”) or (ii) allow Parent or any of its Subsidiaries to execute or enter into any letter of intent, memorandum of understanding, agreement in principle, merger agreement, acquisition agreement, option agreement, joint venture agreement, alliance agreement, partnership agreement or similar agreement or arrangement (other than an Acceptable Confidentiality Agreement) with any Third Party providing for or related to or that would reasonably be expected to lead to, or result in, an Acquisition Transaction (an “Alternative Acquisition Agreement”). Notwithstanding anything to the contrary contained in this Agreement, at any time prior to obtaining the Parent Stockholder Approval, in the event a development, event, fact, occurrence or change in circumstances (other than an Acquisition Proposal) occurs or arises after the date of this Agreement that was not known (or, if known, the consequences or magnitude of which were not known or understood as of the date of this Agreement) by the Parent Board as of the date of this Agreement, the Parent Board may make a Change in Recommendation if the Parent Board determines, after consultation with its outside legal advisor, that the failure to take such action would reasonably be expected to be inconsistent with the Parent Board’s fiduciary duties under applicable Law; provided, that Parent has provided Buyer four (4) Business Days’ prior written notice advising Buyer that it intends to take such action and specifying, in reasonable detail, the reasons for such action. (d) Notwithstanding anything to the contrary contained in this Agreement, at any time prior to obtaining the Parent Stockholder Approval, if, in response to a written Acquisition Proposal made after the date of this Agreement which has not resulted from a breach of this Section 7.02, the Parent Board determines in good faith (after consultation with its outside legal and financial advisors) that (i) such Acquisition Proposal constitutes a Superior Proposal and (ii) the failure to approve or recommend such Superior Proposal would reasonably be expected to be inconsistent with the Parent Board’s fiduciary duties under applicable Law, Seller or Parent may terminate this Agreement pursuant to Section 9.01(d)(i) to enter into an Alternative Acquisition Agreement with respect to such Superior Proposal; provided, however, that neither Seller nor Parent may terminate this Agreement pursuant to Section 9.01(d)(i) unless (A) Parent shall have provided to Buyer four (4) Business Days’ prior written notice (the “Superior Proposal Notice”) advising Buyer that Seller or Parent intends to take such action (and specifying, in reasonable detail the material terms and conditions of any such Superior Proposal and providing Buyer a copy of the applicable Alternative Acquisition Agreement) and (B): (i) during such four (4) Business Day period, if requested by Buyer, Parent shall have engaged in good faith negotiations with Buyer regarding changes to the terms of this Agreement intended to cause such Acquisition Proposal to no longer constitute a Superior Proposal; and (ii) the Parent Board shall have considered any adjustments to this Agreement (including a change to the price terms hereof) that may be irrevocably proposed in writing by Buyer (the most recent such adjustments, the “Proposed Changed Terms”) no later than 5:00 p.m., New York City time, on the fourth (4th) Business Day of such four (4)) Business Day period and shall have determined in good faith (after consultation with its outside legal and financial advisors) that the Superior Proposal would continue to constitute a Superior Proposal if the Proposed Changed Terms were to be given effect; provided, further that, in the event of any amendment to any material terms of such Superior Proposal, Parent shall be required to deliver a new Superior Proposal Notice to Buyer and to comply with the requirements of this Section 7.02(d) with respect to such new Superior Proposal Notice, except that the deadline for such new written notice shall be reduced to three (3) Business Days (rather than the four (4) Business Days otherwise contemplated by this Section 7.02(d)); and (iii) Parent shall promptly (and in any event within one (1) Business Day) advise Buyer orally or in writing in the event that Parent or any of its Subsidiaries receives any Acquisition Proposal, and in connection with such notice, if applicable, provide to Buyer the material terms and conditions (including, unless prohibited by the terms of any existing confidentiality or non-disclosure agreement, the identity of the Person making any such Acquisition Proposal) of any such Acquisition Proposal. Parent shall (i) promptly (and in any event within one (1) Business Day) notify Buyer of any material change to the material terms of any such Acquisition Proposal or any determination by the Parent Board pursuant to Section 7.02(b) and (ii) provide to Buyer as soon as practicable (and in any event within twentyone (1) Business Day) after receipt thereof any written indication of interest (or amendment thereto) (or if oral, written summaries of such indication of interest) or any written material that constitutes an Acquisition Proposal (or amendment thereto) including copies of any proposed Alternative Acquisition Agreements and any financing commitments related thereto. (e) Nothing contained in this Agreement shall prohibit Parent or the Parent Board, directly or indirectly through their respective Representatives, from (i) taking and disclosing any position or disclosing any information reasonably required under Rule 14d-9, Rule 14e-2(a) or Item 1012(a) of Regulation M-four (24) hours) notify Parent of A promulgated under the Company’s Exchange Act (or any similar communication to stockholders in connection with the making or amendment of its Representatives’a tender offer or exchange offer), (ii) receipt making any “stop, look and listen” communication to Parent’s stockholders pursuant to Rule 14d-9(f) promulgated under the Exchange Act, (iii) the accurate disclosure of any Acquisition Proposal or any offer that would reasonably be expected to lead to an Acquisition Proposal, or of any request for discussion, negotiation or factual information relating to the Company or any of its Subsidiaries or for access to regarding the business, properties, assets, books financial condition or records results of operations of Parent or (iv) the accurate disclosure of the Company or any of its Subsidiaries by any third party fact that would reasonably be expected to lead to an Acquisition ProposalProposal has been made, which notification shall include a copy of the applicable written Acquisition Proposal (or, if oral, the material terms and conditions of such Acquisition Proposal) and the identity of the third party making such Acquisition Proposal. The Company shall thereafter keep Parent reasonably informed on a reasonably current basis of the status of any material developments, discussions or negotiations regarding any such Acquisition Proposal, and the material terms and conditions thereof (including any change in price or form of consideration or other material amendment thereto), including by providing a copy of material documentation relating thereto that is exchanged between the third party (or its Representatives) making such Acquisition Proposal and and/or the Company (or its Representatives) within twenty-four (24) hours after receipt thereofoperation of this Agreement with respect thereto. (d) The Company agrees to enforce, and not to release or permit the release of any Person from, or to modify or waive or permit the waiver or termination of any provision of, any Acceptable Confidentiality Agreement (including any standstill or similar provisions contained therein), other than to the extent the Company Board determines in good faith, after consultation with outside legal counsel, that failure to provide such waiver, release or termination would reasonably be expected to be inconsistent with its fiduciary duties under applicable Law.

Unsolicited Proposals. (a) Subject to SECTION 5.3(bSection 6.03(b) and SECTION 5.3(cSection 6.03(c) and except as expressly permitted by this SECTION 5.2Section 6.02, until the earlier to occur of the Effective Time or the termination of this Agreement in accordance with ARTICLE VIIpursuant to Section 8.01, beginning on the date hereof: (i) the Company shall not, and the Company shall cause its Subsidiaries not to, and the Company its and its Subsidiaries’ directors and officers and shall direct and use its reasonable best efforts to cause its directors, officers, employees, investment bankers, attorneys, accountants and other advisors, agents and representatives (collectively, the “Representatives”) and its Subsidiaries’ other Representatives not to, directly or indirectly (other than with respect to Parent and Merger Sub), (iA) solicit, initiate, knowingly facilitate or knowingly encourage any inquiries, proposals or offers that constitute, or that could would reasonably be expected to lead to, an Acquisition ProposalProposal (it being agreed that supplying non-public information in the ordinary course of business shall not be prohibited), (iiB) engage in, continue or otherwise participate in any discussions discussions, solicitations or negotiations with any third party Third Party regarding an Acquisition Proposal or any inquiry, proposal or offer that could reasonably be expected to lead to an Acquisition Proposal, or furnish to any third party Third Party information or provide to any third party Third Party access to the businesses, properties, assets or personnel of the Company or any of its Subsidiaries, in each case in connection with for the purpose of knowingly encouraging or knowingly facilitating an Acquisition Proposal or any inquiry, proposal (C) enter into or offer that could reasonably be expected agree to lead to an Acquisition Proposal, or for the purpose of encouraging or facilitating an Acquisition Proposal, (iii) enter into any letter of intent, merger agreement, contractacquisition agreement, commitment or other similar agreement in principle (other than an Acceptable Confidentiality Agreement in accordance with pursuant to this SECTION 5.2Section 6.02) with respect to an Acquisition Proposal or enter into or agree to enter into any agreement, contract or commitment agreement requiring the Company to abandon, terminate or fail to consummate the transactions contemplated by this Agreement, ; and (ivii) approve, support, adopt or recommend any Acquisition Proposal, or (v) resolve or agree to do any of the foregoing. From and after the execution of this Agreement, the Company shall, and shall cause its Subsidiaries to, and shall direct and use reasonable best efforts to cause the Company’s and its Subsidiaries’ Representatives to, (A) immediately cease and terminate any existing discussions or negotiations with any third party, Third Party theretofore conducted by the Company, its Subsidiaries or their respective Representatives with respect to an Acquisition Proposal or any inquiry, proposal or offer that could reasonably be expected to lead to an Acquisition Proposal, (B) terminate access by any third party to any physical or electronic data room or other access to data or information of the Company, in each case relating to or in connection with any Acquisition Proposal or any potential Acquisition Proposal, and (C) promptly following the date hereof (and in any event within forty-eight hours), the Company shall request that all non-public information previously provided by or on behalf of the Company or any of its Subsidiaries to any such third party Third Party be returned or destroyed in accordance with the applicable Acceptable Confidentiality Agreement. It is agreed confidentiality agreement in place with such third party. (iii) The Company shall enforce, and will not waive, terminate or modify, any provision of any standstill or confidentiality agreement that (1) any violation of the restrictions set forth in this SECTION 5.2(a) by any officer, director prohibits or employee of purports to prohibit a proposal being made to the Company Board (or any of its Subsidiaries shall constitute a breach of this SECTION 5.2 by committee thereof) unless the Company Board has determined in good faith, after consultation with its outside counsel, that the failure to take such action (A) would prohibit the counterparty from making a confidential Acquisition Proposal to the Company Board and (2B) any inquiry, proposal or offer that results from any material violation of the foregoing restrictions by any Representative of the Company or any of would be inconsistent with its Subsidiaries (other than such Representatives included in the foregoing clause (1)) shall be deemed to be not in compliance with this SECTION 5.2fiduciary duties under Applicable Law. (b) Notwithstanding anything to the contrary contained in this Agreement, if, at any time on or after the date hereof hereof, but prior to obtaining the Company Stockholder Approval, (i) the Company receives a bona fide written Acquisition Proposal from a third partyThird Party, (ii) such Acquisition Proposal did not result from a material breach of this SECTION 5.2 Section 6.02 and (iii) the Company Board or any committee thereof determines in good faith, after consultation with its financial advisor a Company Financial Advisor and outside legal counsel, that such Acquisition Proposal constitutes, or would reasonably be expected to lead to, a Superior Proposal, then the Company shall notify Parent in writing Company, directly or indirectly through one or more of such determination promptly after the Company Board makes such determination (and in any event within twenty-four (24) hours after making such determination) and the Company its Representatives, may (A) furnish information and data with respect to the Company and its Subsidiaries to the third party Third Party making such Acquisition Proposal and afford such third party Third Party access to the businesses, properties, assets and personnel of the Company and its Subsidiaries pursuant to an Acceptable Confidentiality Agreement and (B) enter into, maintain and participate in discussions or negotiations with the third party Third Party making such Acquisition Proposal regarding such Acquisition Proposal or otherwise cooperate with or assist or participate in, or facilitate, any such discussions or negotiationsnegotiations (including by entering into a customary confidentiality agreement with such Third Party for the purpose of receiving non-public information relating to such Third Party); provided, however, that the Company (1) will substantially concurrently not, and will not permit its Subsidiaries or its or their Representatives to, furnish any non-public information except pursuant to an Acceptable Confidentiality Agreement and (2) will promptly (but in no event later than thirty-six hours after the time it is provided to such Third Party) provide to Parent any material non-public information concerning the Company or its Subsidiaries provided to such third partyThird Party, which was not previously provided to Parent. Notwithstanding anything to the contrary contained in this Agreement, but, with respect to the following clause (x), only prior to obtaining the Stockholder Approval, the Company, directly or indirectly through one or more of its Representatives, may (x) following the receipt of an Acquisition Proposal from a Third Party that did not result from a breach of this Section 6.02, contact such Third Party in order to clarify and understand the terms and conditions of such Acquisition Proposal made by such Third Party in order to permit the Company Board (or any committee thereof) to determine whether such Acquisition Proposal constitutes, or would reasonably be expected to lead to, a Superior Proposal and its Representatives may (y) direct any Persons making inquiry regarding a potential Acquisition Proposal to this Agreement, including the specific provisions of this SECTION 5.2Section 6.02. (c) The From and after the date hereof, the Company shall as promptly as practicable (and but in any no event within twentylater than thirty-four (24) hourssix hours after such receipt) notify Parent in writing of the Company’s (or any of its Representatives’) ’ receipt of any Acquisition Proposal or any offer that would reasonably be expected to lead to an Acquisition Proposal, or of any request for discussion, negotiation or information relating to the Company or any of its Subsidiaries or for access to the business, properties, assets, books or records of the Company or any of its Subsidiaries by any third party that would reasonably be expected to lead to an Acquisition Proposal, which notification shall include a copy of the applicable written Acquisition Proposal (or, if oral, the material terms and conditions of such Acquisition Proposal) and the identity of the third party Third Party making such Acquisition ProposalProposal (provided that, to the extent disclosure of the identity of the Third Party is expressly prohibited by a confidentiality agreement in place as of the date hereof, the Company may not take the actions described in clause (A) or (B) of Section 6.02(b) unless such Third Party waives such prohibition). The Company shall thereafter keep Parent reasonably informed on a reasonably current prompt basis (and in any event within twenty-four hours of any such development) of the status of any material developments, discussions or negotiations regarding any such Acquisition Proposal, and the material terms and conditions thereof (including any change in price or form of consideration or other material amendment thereto), including by providing a copy of material documentation relating thereto that is exchanged between the third party Third Party (or its Representatives) making such Acquisition Proposal and the Company (or its Representatives) within twenty-four (24) hours promptly after receipt thereof. (d) Each of Parent and ▇▇▇▇▇▇ Sub agrees that neither it nor any of their respective Subsidiaries or other Affiliates shall, and that each shall use its reasonable best efforts to cause its and their respective Representatives not to, enter into, or seek to enter into, any agreement, arrangement or understanding with a potential bidding Third Party (or any financing sources or Representatives of such Third Party) that has the purpose or effect of interfering with the Company’s ability to seek and obtain a Superior Proposal from such Third Party (including interfering with the ability of the Company or any financing source to hold discussions and negotiations with such Third Party in connection therewith) in accordance with the rights of the Company under this Agreement; provided, however, that this Section 6.02(d) shall not prevent Parent and Merger Sub from exercising their rights under this Agreement. (e) The Company agrees that if it (i) affirmatively permits any of its Representatives to enforcetake any action or (ii) is made aware of an action by one of its Representatives and does not use its reasonable best efforts to prohibit or terminate such action and, and not in each case, such action would constitute a breach of this Section 6.02 if taken by the Company, then such action will be deemed to release or permit the release of any Person from, or to modify or waive or permit the waiver or termination of any provision of, any Acceptable Confidentiality Agreement (including any standstill or similar provisions contained therein), other than to the extent constitute a breach by the Company Board determines in good faith, after consultation with outside legal counsel, that failure to provide such waiver, release or termination would reasonably be expected to be inconsistent with its fiduciary duties under applicable Lawof this Section 6.02.

Unsolicited Proposals. (a) Subject to SECTION 5.3(bSection 6.03(b) and SECTION 5.3(cSection 6.03(c) and except as expressly permitted by this SECTION 5.2Section 6.02, until the earlier to occur of the Effective Time or the termination of this Agreement pursuant to and in accordance with ARTICLE VII, Section 8.01: (i) the Company shall not, and nor shall the Company shall cause permit any of its Subsidiaries not to, and nor shall the Company shall direct and use authorize or knowingly permit any of its reasonable best efforts to cause Representatives or any of its directors, officers, employees, investment bankers, attorneys, accountants and other advisors, agents and representatives (collectively, the “Representatives”) and its Subsidiaries’ Subsidiary’s Representatives not to, directly or indirectly (other than with respect to Parent and Merger Sub), (iA) solicit, initiate, knowingly facilitate or knowingly encourage any inquiries, proposals or offers that constitute, or that could would reasonably be expected to lead to, an Acquisition Proposal, (iiB) engage in, continue or otherwise participate in any discussions or negotiations with any third party regarding an Acquisition Proposal or any inquiry, proposal or offer that could reasonably be expected to lead to an Acquisition ProposalThird Party regarding, or furnish to any third party Third Party information or data or provide to any third party Third Party access to the businesses, properties, assets or personnel of the Company or any of its Subsidiaries, in each case Subsidiaries in connection with an Acquisition Proposal with, for the purpose of encouraging or any inquiryfacilitating, proposal or offer that could reasonably be expected to lead to an Acquisition Proposal, Proposal or for the purpose of encouraging or facilitating an Acquisition Proposal, (iiiC) enter into any agreement, arrangement or understanding, including any letter of intent, memorandum of understanding, merger agreement, contractacquisition agreement, commitment option agreement, joint venture agreement, partnership agreement or similar agreement in principle (other than an Acceptable Confidentiality Agreement in accordance with this SECTION 5.2) with respect to an Acquisition Proposal or enter into any agreement, contract or commitment requiring the Company to abandon, terminate terminate, breach or fail to consummate the transactions contemplated by this Agreement (an “Alternative Acquisition Agreement, (iv”) approve, support, adopt or recommend any Acquisition Proposal, or (vD) resolve resolve, propose or agree to do any of the foregoing. From and after the execution of this Agreement, ; and (ii) the Company shall, and shall cause its Subsidiaries to, and shall direct the Company’s and its Subsidiaries’ Representatives to, (A) immediately cease and terminate any existing discussions solicitation, encouragement, discussion or negotiations negotiation with any third party, Third Party theretofore conducted by the Company, its Subsidiaries or their respective Representatives with respect to an Acquisition Proposal or any inquiry, proposal or offer that could reasonably be expected to lead to an Acquisition Proposal, and (B) terminate access by any third party to any physical or electronic data room or other access to data or information of the Company, in each case relating to or in connection with any Acquisition Proposal or any potential Acquisition Proposal, and (C) promptly following the date hereof the Company shall request that all non-public information previously provided by or on behalf of the Company or any of its Subsidiaries to any such third party Third Party be returned or destroyed in accordance with the applicable Acceptable Confidentiality Agreement. It is agreed that (1) any violation of the restrictions set forth in this SECTION 5.2(a) by any officer, director or employee of the Company or any of its Subsidiaries shall constitute a breach of this SECTION 5.2 by the Company and (2) any inquiry, proposal or offer that results from any material violation of the foregoing restrictions by any Representative of the Company or any of its Subsidiaries (other than such Representatives included in the foregoing clause (1)) shall be deemed to be not in compliance with this SECTION 5.2. (b) Notwithstanding anything to the contrary contained in Section 6.02(a), but subject to the last sentence of this AgreementSection 6.02(b), if, at any time on or after the date hereof of this Agreement, but prior to obtaining the Company Stockholder Approval, (i) the Company receives a an unsolicited bona fide written Acquisition Proposal from a third partyThird Party, (ii) such Acquisition Proposal did not not, directly or indirectly, result from a or arise out of any breach of this SECTION 5.2 and Section 6.02, (iii) the Company Board (acting upon the recommendation of the Special Committee) determines in good faith, after consultation with its financial advisor the Company Financial Advisor and outside legal counsel, that such Acquisition Proposal constitutes, or would be reasonably be expected likely to lead to, a Superior Proposal, then the Company shall notify Parent in writing of such determination promptly after Proposal and (iv) the Company Board makes shall have determined in good faith, after consultation with the Company Financial Advisor and outside legal counsel, that failure to take such determination (and in any event within twenty-four (24) hours after making such determination) and action would be reasonably likely to be inconsistent with the directors’ fiduciary duties under Applicable Laws, then the Company may (A) furnish information and data with respect to the Company and its Subsidiaries to the third party Third Party making such Acquisition Proposal and afford such third party Third Party access to the businesses, properties, assets and personnel of the Company and its Subsidiaries pursuant to an Acceptable Confidentiality Agreement Subsidiaries, and (B) enter into, maintain and participate in discussions or negotiations with the third party Third Party making such Acquisition Proposal regarding such Acquisition Proposal or otherwise cooperate with or assist or participate in, or facilitate, any such discussions or negotiations; provided, however, that the Company (1) will substantially concurrently not, and will not permit its Subsidiaries or its or their Representatives to, furnish any non-public information except pursuant to an Acceptable Confidentiality Agreement, and (2) will promptly (but in any event within 24 hours of provision thereof to any Third Party) provide to Parent any material non-public information concerning the Company or its Subsidiaries or access provided to such third party, Third Party which was not previously provided to Parent. Notwithstanding anything to the contrary contained in this Agreement, the Company and its Representatives may direct any Persons to this Agreement, including the specific provisions of this SECTION 5.2Section 6.02. Notwithstanding the foregoing, the Company shall not provide any commercially sensitive non-public information to any competitor in connection with the actions permitted by this Section 6.02(b), except in a manner consistent with the Company’s past practices in dealing with the disclosure of such information in the context of considering Acquisition Proposals prior to the date of this Agreement and subject to any limitations placed on Parent, Merger Sub and/or their Representatives with respect to such information in connection with the transactions contemplated hereby. (c) The From and after the date of this Agreement, the Company shall as promptly as practicable (and in any event within twenty-four (24) 24 hours) notify Parent if any proposals or offers with respect to an Acquisition Proposal are received, any non-public information is requested from, or any discussions or negotiations are sought to be initiated or continued with, the Company, any of the Company’s (Subsidiaries or any of its the Company’s Representatives’) receipt of any Acquisition Proposal or any offer that would reasonably be expected to lead to an Acquisition Proposal, or of any request for discussion, negotiation or information relating to the Company or any of its Subsidiaries or for access to the business, properties, assets, books or records of the Company or any of its Subsidiaries by any third party that would reasonably be expected to lead to an Acquisition Proposal, which notification shall include (i) a copy of the applicable written Acquisition Proposal (or, if oral, the material terms and conditions of such Acquisition Proposal) and (ii) the identity of the third party Third Party making such Acquisition ProposalProposal or information request (unless the Company is prohibited from disclosing such identity pursuant to a contractual obligation with such Third Party existing as of the date of this Agreement). The Company shall thereafter keep Parent reasonably informed on a reasonably current basis of the status of (and in any event within 24 hours of any material developments, discussions or negotiations regarding regarding) any such Acquisition Proposal, and the material terms and conditions thereof (including any change in price or form of consideration consideration). Without limiting the generality of the foregoing, the Company shall provide to Parent a copy of documentation, correspondence and any other written material (but only to the extent such documentation, correspondence or other written material contains any financial terms, conditions or other material amendment thereto), including by providing a copy of material documentation terms relating thereto to any Acquisition Proposal) that is exchanged between the third party Third Party (or its Representatives) making such Acquisition Proposal and the Company (or its Representatives) within twenty-four (24) 24 hours after receipt the exchange thereof. (d) The Company agrees to enforce, and not to release or permit the release of any Person from, or to modify or waive or permit the waiver or termination of any provision of, any Acceptable Confidentiality Agreement confidentiality, “standstill” or similar agreement (including or any standstill or similar provisions contained therein), confidentiality provision of any other contract or agreement) to which any of the Company or any Company Subsidiary is a party or any “moratorium,” “control share acquisition,” “fair price,” “interested stockholder,” “affiliate transaction,” “business combination” or other antitakeover Applicable Law (a “Standstill Release/Waiver”) (other than to the extent the Company Board or any committee thereof determines in good faith, after consultation with the Company Financial Advisor and outside legal counsel, that failure to provide a Standstill Release/Waiver would be reasonably likely to be inconsistent with the directors’ fiduciary duties under Applicable Law and that such waiver, release or termination would Standstill Release/Waiver could reasonably be expected to lead to a Superior Proposal) and the Company will use its reasonable best efforts to enforce or cause to be inconsistent with its fiduciary duties under applicable Lawenforced to the fullest extent permitted by Applicable Law each such agreement. (e) The Company agrees that in the event any Subsidiary or Representative of the Company takes any action which, if taken by the Company, would constitute a breach by the Company of Section 6.02(a), Section 6.02(b) or Section 6.02(d), the Company shall be deemed to be in breach of Section 6.02(a), Section 6.02(b) or Section 6.02(d), as applicable.

Unsolicited Proposals. (a) Subject to SECTION 5.3(bSection 6.03(b) and SECTION 5.3(cSection 6.03(c) and except as expressly permitted by this SECTION 5.2Section 6.02, from the date hereof until the earlier to occur of the Effective Time or the termination of this Agreement pursuant to and in accordance with ARTICLE VII, Section 8.01: (i) the Company shall not, and nor shall the Company shall cause permit any of its Subsidiaries not to, and nor shall the Company authorize or knowingly permit any of its Representatives or any of its Subsidiary’s Representatives to (and it shall direct and use its reasonable best efforts to cause its directors, officers, employees, investment bankers, attorneys, accountants and other advisors, agents and representatives (collectively, the “Representatives”) and its Subsidiaries’ such Representatives not to), directly or indirectly (other than with respect to Parent and Merger Sub), (iA) solicit, initiate, knowingly facilitate or knowingly encourage any inquiriesinquiries (including by way of providing information), proposals or offers that constitute, or that could reasonably be expected to lead to, an Acquisition Proposal, (iiB) engage in, continue or otherwise participate in any discussions or negotiations with any third party Third Party regarding an Acquisition Proposal or any inquiry, proposal or offer that could reasonably be expected to lead to an Acquisition Proposal, or furnish to any third party Third Party information or data or provide to any third party Third Party access to the businesses, properties, assets or personnel of the Company or any of its Subsidiaries, in each case Subsidiaries in connection with an Acquisition Proposal or any inquirywith, proposal or offer that could reasonably be expected to lead to an Acquisition Proposal, or for the purpose of encouraging or facilitating facilitating, an Acquisition Proposal, (iiiC) approve, endorse, recommend, or execute or enter into any agreement, arrangement or understanding, including any letter of intent, memorandum of understanding, merger agreement, contractacquisition agreement, commitment option agreement, joint venture agreement, partnership agreement or similar agreement in principle (other than an Acceptable Confidentiality Agreement in accordance with this SECTION 5.2) with respect to an Acquisition Proposal (an “Alternative Acquisition Agreement”) or enter into any agreement, contract or commitment requiring the Company to abandon, terminate terminate, breach or fail to consummate the transactions contemplated by this Agreement, (iv) approve, support, adopt or recommend any Acquisition Proposal, or (vD) resolve resolve, propose or agree to do any of the foregoing. From ; and after the execution of this Agreement, (ii) the Company shall, and shall cause its Subsidiaries to, and shall direct the Company’s and its Subsidiaries’ Representatives to, (A) to immediately cease and terminate any existing discussions solicitation, encouragement, discussion or negotiations negotiation with any third partyThird Party, theretofore conducted by the Company, its Subsidiaries or their respective Representatives with respect to an Acquisition Proposal or any inquiry, proposal or offer that could reasonably be expected to lead to an Acquisition Proposal, (B) terminate access by any third party to any physical or electronic data room or other access to data or information of the Company, in each case relating to or in connection with any Acquisition Proposal or any potential Acquisition Proposal, and (C) promptly following the date hereof the Company shall request that all non-public information previously provided by or on behalf of the Company or any of its Subsidiaries to any such third party be returned or destroyed in accordance with the applicable Acceptable Confidentiality Agreement. It is agreed that (1) any violation of the restrictions set forth in this SECTION 5.2(a) by any officer, director or employee of the Company or any of its Subsidiaries shall constitute a breach of this SECTION 5.2 by the Company and (2) any inquiry, proposal or offer that results from any material violation of the foregoing restrictions by any Representative of the Company or any of its Subsidiaries (other than such Representatives included in the foregoing clause (1)) shall be deemed to be not in compliance with this SECTION 5.2.or (b) Notwithstanding anything to the contrary contained in this AgreementSection 6.02(a), if, at any time on or after the date hereof hereof, but prior to obtaining the Company Stockholder Approval, ; (i) the Company receives a bona fide an unsolicited written Acquisition Proposal from a third partyThird Party, (ii) such Acquisition Proposal did not not, directly or indirectly, result from or arise out of a material breach of Section 6.02(a) (it being expressly understood that if any Representative of the Company or any of its Subsidiaries takes any action that if taken by the Company would be a material breach of Section 6.02(a), the taking of such action by such Representative will be deemed to constitute a material breach of Section 6.02(a) by the Company for purposes of this SECTION 5.2 and Section 6.02(b)), (iii) the Company Board determines in good faith, after consultation with its financial advisor the Company Financial Advisor and outside legal counsel, that such Acquisition Proposal constitutes, or would could reasonably be expected to lead to, a Superior Proposal, then the Company shall notify Parent in writing of such determination promptly after Proposal and (iv) the Company Board makes determines in good faith, after consultation with the Company Financial Advisor and outside legal counsel, that failure to take such determination (and in any event within twenty-four (24) hours after making such determination) and action would be inconsistent with the directors’ fiduciary duties under Applicable Law, then the Company may (A) furnish information and data with respect to the Company and its Subsidiaries to the third party Third Party making such Acquisition Proposal and afford such third party Third Party access to the businesses, properties, assets and personnel of the Company and its Subsidiaries pursuant to an Acceptable Confidentiality Agreement Subsidiaries, and (B) enter into, maintain and participate in discussions or negotiations with the third party Third Party making such Acquisition Proposal regarding such Acquisition Proposal or otherwise cooperate with or assist or participate in, or facilitate, any such discussions or negotiationsnegotiations (including by entering into a customary confidentiality agreement with such Third Party for the purpose of receiving non-public information relating to such Third Party’s business); provided, however, that the Company will substantially concurrently provide to Parent not, and will not permit its Subsidiaries or its or their Representatives to, furnish any non-public information concerning the Company or its Subsidiaries provided except pursuant to such third party, which was not previously provided to Parentan Acceptable Confidentiality Agreement. Notwithstanding anything to the contrary contained in this Agreement, the Company and its Representatives may (x) following the receipt of an Acquisition Proposal from a Third Party, and provided that such Acquisition Proposal shall not have resulted from a material breach of Section 6.02(a) and the Company shall have complied in all material respects with the requirements of Section 6.02 with respect to such Acquisition Proposal (it being expressly understood that if any Representative of the Company or any of its Subsidiaries takes any action that if taken by the Company would be a material breach of Section 6.02(a), the taking of such action by such Representative will be deemed to constitute a material breach of Section 6.02(a) by the Company for purposes of this Section 6.02(b)), contact such Third Party solely (other than contacts in the ordinary course of business not in furtherance of or relating in any way to such Acquisition Proposal) in order to clarify and understand the terms and conditions of an Acquisition Proposal made by such Third Party so as to determine whether such Acquisition Proposal constitutes, or could reasonably be expected to lead to, a Superior Proposal and (y) direct any Persons to this Agreement, including the specific provisions and restrictions of this SECTION 5.2Section 6.02. (c) The From and after the date hereof, the Company shall as promptly as reasonably practicable (and in any event within twenty-four (24) hours) notify Parent if any proposals or offers with respect to an Acquisition Proposal are received from a Third Party, or any non-public information is requested from, or any discussions or negotiations are sought to be initiated or continued with, the Company, any of the Company’s (Subsidiaries or any of its the Company’s Representatives’) receipt , in each case by a Third Party for the purpose of any making an Acquisition Proposal or any offer that would reasonably be expected seeking to lead to an Acquisition Proposal, initiate discussions or of any request for discussion, negotiation or information relating to the Company or any of its Subsidiaries or for access to the business, properties, assets, books or records of the Company or any of its Subsidiaries by any third party that would reasonably be expected to lead to negotiations concerning an Acquisition Proposal, which notification shall include a copy of the applicable written Acquisition Proposal (or, if oral, i) the material terms and conditions of such Acquisition ProposalProposal or information request (including copies of any written proposals, offers, requests or draft agreements), (ii) and the identity of the third party Third Party making such Acquisition Proposal. The Proposal or information request (unless the Company is prohibited from disclosing such identity pursuant to a contractual obligation with such Third Party existing as of the date hereof, in which case the Company shall thereafter so inform Parent and shall provide such information about such Third Party as may be reasonably requested by Parent to the extent not in violation of such contractual obligation; and (iii) whether the Company has any intention to provide confidential information to such person. Thereafter, the Company shall keep Parent reasonably informed on a reasonably current prompt basis of the status of any material developments, discussions or negotiations regarding any such Acquisition Proposal, and the material terms and conditions thereof (including any change in price or form of consideration or other material amendment thereto), including by providing a copy of material documentation relating thereto that is exchanged between the third party (or its Representatives) making developments with respect to such Acquisition Proposal and the Company or request (or its Representatives) within twenty-four (24) hours after receipt thereof. (d) The Company agrees to enforce, and not to release or permit the release including copies of any Person fromwritten proposals, offers, requests or to modify or waive or permit the waiver or termination of any provision of, any Acceptable Confidentiality Agreement (including any standstill or similar provisions contained thereindraft agreements), other than to the extent the Company Board determines in good faith, after consultation with outside legal counsel, that failure to provide such waiver, release or termination would reasonably be expected to be inconsistent with its fiduciary duties under applicable Law.

Unsolicited Proposals. (a) Subject to SECTION 5.3(b) and SECTION 5.3(c) and except Except as otherwise expressly permitted by this SECTION 5.2Section 6.02, from the date of this Agreement until the earlier to occur consummation of the Effective Time or Offer or, if earlier, the termination of this Agreement in accordance with ARTICLE VIIits terms, the Company shall will not, and shall cause the Company shall cause its Subsidiaries not to, and the Company shall direct and use its reasonable best efforts to cause its directors, officers, employees, investment bankers, attorneys, accountants and other advisors, agents and representatives (collectively, the “Representatives”) and its Subsidiaries’ and their respective Representatives not to, directly or indirectly (other than with respect to Parent and Merger Sub), (i) solicit, initiate, knowingly facilitate solicit or knowingly encourage or knowingly facilitate the making of any inquiriesAcquisition Proposal or any inquiry, proposals proposal or offers request for information that constitute, or that could would reasonably be expected to lead to, or result in, an Acquisition Proposal, (ii) other than informing Third Parties of the existence of the provisions contained in this Section 6.02, engage inin negotiations or discussions with, continue or otherwise participate furnish any information concerning the Company or any of the Company Subsidiaries to, any Third Party who has made, or in any discussions or negotiations with any third party regarding response to, an Acquisition Proposal or any inquiry, proposal or offer request for information that could would reasonably be expected to lead to an Acquisition Proposalto, or furnish to any third party information or provide to any third party access to the businessesresult in, properties, assets or personnel of the Company or any of its Subsidiaries, in each case in connection with an Acquisition Proposal or any inquiry, proposal or offer that could reasonably be expected to lead to an Acquisition Proposal, or for the purpose of encouraging or facilitating an Acquisition Proposal, (iii) approve, endorse or recommend any Acquisition Proposal, (iv) enter into any letter of intent, agreementmemorandum of understanding, contract, commitment or agreement in principle or similar document, or any Contract or commitment providing for or relating to an Acquisition Transaction (other than an Acceptable Confidentiality Agreement Agreement), (v) take any action to make the provisions of any state takeover statute or similar Applicable Law (including the restrictions under Section 203 of the DGCL), or any anti-takeover provision in accordance with this SECTION 5.2the Company’s Organizational Documents, inapplicable to any transactions contemplated by an Acquisition Proposal, (vi) amend or grant any waiver or release under, or fail to enforce, any standstill or similar Contract with respect to the Shares (provided, however, that the Company may waive, if requested by the applicable counterparty, rights under any standstill, confidentiality agreement or similar Contract to which the Company is a party to the extent necessary to enable such counterparty to make an Acquisition Proposal or enter into any agreement, contract or commitment requiring the Company to abandon, terminate or fail to consummate the transactions contemplated by this Agreement, (iv) approve, support, adopt or recommend any Acquisition Proposal), or (vvii) resolve or agree to do any of the foregoing. From and after Promptly following the execution of this Agreement, the Company shall, and shall cause its the Company Subsidiaries to, and shall direct the Company’s and its Subsidiaries’ and their respective Representatives to, (A) immediately cease and terminate any cause to be terminated all existing discussions or negotiations with any third party, theretofore conducted by of the Company, Company and the Company Subsidiaries and its Subsidiaries or and their respective Representatives with any Person conducted heretofore with respect to an any Acquisition Proposal Proposal, or any inquiry, inquiry or proposal or offer that could would reasonably be expected to lead to to, or result in, an Acquisition Proposal, (B) terminate access by any third party Third Party to any physical or electronic data room or other access to data or information of the Company, in each case relating to any potential Acquisition Transaction, (C) request the prompt return or destruction of any confidential information provided to any Third Party in the 12 months immediately preceding the date of this Agreement in connection with a proposed Acquisition Transaction and (D) enforce the provisions of any Acquisition Proposal existing confidentiality or non-disclosure 57 agreement entered into with respect to any potential Acquisition ProposalTransaction (provided, and (C) promptly following the date hereof however, that the Company shall request that all non-public information previously provided may waive, if requested by the applicable counterparty, rights under any such confidentiality agreement or on behalf of similar Contract to which the Company or any of its Subsidiaries is a party to any the extent necessary to enable such third party be returned or destroyed in accordance with the applicable Acceptable Confidentiality Agreementcounterparty to make an Acquisition Proposal). It is agreed that (1) any Any violation of the restrictions set forth in this SECTION 5.2(aSection 6.02(a) by any officer, director Company Subsidiary or employee Representative of the Company or any of its Subsidiaries Company Subsidiary shall constitute a breach of this SECTION 5.2 Section 6.02(a) by the Company and (2) any inquiry, proposal or offer that results from any material violation of the foregoing restrictions by any Representative of the Company or any of its Subsidiaries (other than such Representatives included in the foregoing clause (1)) shall be deemed to be not in compliance with this SECTION 5.2Company. (b) Notwithstanding anything to the contrary contained in this Agreement, ifif prior to the consummation of the Offer, at any time on or the Company receives an unsolicited written Acquisition Proposal (which Acquisition Proposal was made after the date hereof prior to obtaining the Company Stockholder Approval, (i) the Company receives a bona fide written Acquisition Proposal from a third party, (ii) such Acquisition Proposal of this Agreement and did not result from a breach of this SECTION 5.2 Section 6.02), the Company and (iii) the Company Board and their Representatives may, subject to compliance with this Section 6.02, engage in negotiations or discussions with, or furnish any information and reasonable access to, such Third Party making such Acquisition Proposal and its Representatives if the Company Board (or a committee thereof) determines in good faith, after consultation with its financial advisor and the Company’s outside legal counseland financial advisors, and based on information then available, that such Acquisition Proposal constitutes, or would reasonably be expected to lead to, or result in, a Superior Proposal and that the failure to engage in such negotiations or discussions or to furnish such information or access would be inconsistent with its fiduciary duties under Applicable Law; provided, that (i) prior to furnishing any material nonpublic information, the Company receives from such Third Party an executed Acceptable Confidentiality Agreement (and the Company promptly thereafter (but in any event within 24 hours) provides to Parent a copy of any such Acceptable Confidentiality Agreement) and (ii) any such material nonpublic information so furnished has been previously provided or made available to Parent or is provided or made available to Parent substantially concurrently with the furnishing of such information to such Third Party. Without limiting the foregoing (but, for the avoidance of doubt, without having to determine that such Acquisition Proposal constitutes, or would reasonably be expected to lead to, or result in, a Superior Proposal), the Company may, following the receipt of an Acquisition Proposal, contact the Third Party that has made such Acquisition Proposal to (i) clarify and understand the terms and conditions thereof solely to facilitate the Company Board’s determination of whether such Acquisition Proposal constitutes, or would reasonably be expected to lead to, or result in, a Superior Proposal, then and (ii) inform such Third Party of the Company shall notify Parent provisions of this Section 6.02. (c) Except as otherwise provided in writing the last sentence of such determination promptly after this Section 6.02(c) or in (and in connection with terminating this Agreement pursuant to) Section 6.02(d), until the termination of this Agreement, neither the Company Board makes such determination nor any committee thereof shall (and in any event within twenty-four (24i) hours after making such determination) and the Company may (A) furnish information withdraw (or qualify or modify in any manner adverse to Parent), or publicly propose to withdraw (or so qualify or modify), the Board Recommendation, (B) take any action to exempt any Person (other than Parent and data its Affiliates) from the provisions of Section 203 of the DGCL or any other applicable state takeover Applicable Law, (C) if an Acquisition Proposal has been made public, fail to publicly reaffirm the Board Recommendation within 10 Business Days after Parent so requests in writing (provided, that (x) if after such request has been made another Acquisition Proposal (or amendment thereto) has been made public that requires a response from the Company pursuant to Rule 14d-9, the deadline to make such public reaffirmation shall be extended to the date the Company is required to file a Schedule 14D-9 in respect of such public Acquisition Proposal) and (y) Parent may not request any such reaffirmation more than once with respect to any particular Acquisition Proposal or any public disclosure of a material amendment to the terms thereto), (D) fail to recommend, in 58 a Solicitation/Recommendation Statement on Schedule 14D-9, against any Acquisition Proposal subject to Regulation 14D under the Exchange Act within 10 Business Days after the commencement of such Acquisition Proposal, or (E) approve, adopt or recommend any Acquisition Proposal, or propose publicly to approve, adopt or recommend, any Acquisition Proposal (any action described in this clause (i) being referred to as a “Change in Recommendation”), or (ii) approve, adopt or recommend, propose publicly to approve, adopt or recommend, or allow the Company and its or any of the Company Subsidiaries to execute or enter into, any letter of intent, memorandum of understanding, agreement in principle, merger agreement, acquisition agreement, option agreement, joint venture agreement, alliance agreement, partnership agreement or similar agreement or arrangement (other than an Acceptable Confidentiality Agreement) with any Third Party providing for an Acquisition Transaction or that requires by its terms the third party making Company to abandon, terminate, delay or fail to consummate the Transactions (an “Alternative Acquisition Agreement”). Notwithstanding anything to the contrary contained in this Agreement, but subject to Section 6.02(e), if at any time prior to the consummation of the Offer, an Intervening Event occurs or arises, the Company Board may make a Change in Recommendation described in clause (A), (C) or (D) of the definition thereof if the Company Board determines, after consultation with its legal advisor, that the failure to take such action would be inconsistent with the Company Board’s fiduciary duties under Applicable Law. (d) Notwithstanding anything to the contrary contained in this Agreement, but subject to Section 6.02(e), at any time prior to the consummation of the Offer if, in response to an Acquisition Proposal made after the date of this Agreement that did not result from a breach of this Section 6.02, the Company Board determines in good faith (after consultation with its outside counsel and financial advisor) that (i) such Acquisition Proposal constitutes a Superior Proposal and afford (ii) the failure to approve or recommend such third party access Superior Proposal would be inconsistent with the Company Board’s fiduciary duties to the businessesholders of Shares under Applicable Law, properties, assets and personnel of the Company and its Subsidiaries Board may make a Change in Recommendation or terminate this Agreement pursuant to Section 8.01(d)(i) to enter into an Acceptable Confidentiality Alternative Acquisition Agreement and (B) enter into, maintain and participate in discussions or negotiations with the third party making such Acquisition Proposal regarding such Acquisition Proposal or otherwise cooperate with or assist or participate in, or facilitate, any such discussions or negotiations; provided, however, that the Company will substantially concurrently provide to Parent any non-public information concerning the Company or its Subsidiaries provided respect to such third party, which was not previously provided to Parent. Superior Proposal. (e) Notwithstanding anything to the contrary contained in this Agreement, the Company Board shall not be entitled to make a Change in Recommendation in connection with an Intervening Event or terminate this Agreement pursuant to Section 8.01(d)(i) unless (x) the Company shall have provided to Parent four Business Days’ prior written notice (a “Superior Proposal Notice”) advising Parent that the Company intends to take such action (and its Representatives may direct specifying, in reasonable detail, as applicable, the material circumstances of the Intervening Event or the material terms and conditions of any Persons such Superior Proposal, including any material amendment to the terms or conditions thereof), and (y): (i) during such four Business Day period (such period, the “Review Period,” and it being understood that for purposes of calculating the Review Period, the first Business Day will be the first Business Day after the date of delivery of the Superior Proposal Notice), if requested by Parent, the Company shall have engaged in good faith negotiations (to the extent the Parent desires to negotiate) with Parent regarding changes to the terms of this Agreement intended to cause such Acquisition Proposal to no longer constitute a Superior Proposal or to obviate the basis for a Change in Recommendation; and (ii) the Company Board shall have considered any adjustments to this AgreementAgreement (including a change to the price terms hereof) that may be irrevocably proposed in writing by Parent (the most recent such adjustments, including the specific provisions “Proposed Changed Terms”) no later than 5:00 p.m., New York City time, on the fourth Business Day of the Review Period and shall have determined in good faith (after consultation with its outside legal counsel and financial advisor) that, after giving effect to the Proposed Changed Terms, the Superior Proposal would continue to constitute a Superior Proposal or that the failure to make a Change in Recommendation would be inconsistent with the Company Board’s fiduciary duties under Applicable Law. For the avoidance of doubt, if Parent, within the four Business Day period following its receipt of a Superior Proposal Notice, makes Proposed Changed Terms that, as determined in good faith by the Company Board (after consultation with its outside legal counsel and financial advisors) results in the applicable Acquisition Proposal no longer being a Superior Proposal, then the Company shall have no right to terminate this SECTION 5.2Agreement pursuant to Section 8.01(d)(i) as a result of such Acquisition Proposal. Any (1) material revisions to the terms of a Superior Proposal or (2) material revisions to an Acquisition Proposal that the Company Board had determined no longer constitutes a Superior Proposal, shall constitute a new Acquisition Proposal and shall in each case require the Company to deliver to Parent a new Superior Proposal Notice; provided that, notwithstanding anything to the contrary, the Review Period with respect to any such new Superior Proposal Notice shall be only a two Business Day period (and not four Business Days); provided, further, that in the event there is a material revision to the terms of a Superior Proposal during a Review Period, the Review Period shall end on the later of (1) the date the Review Period was originally scheduled to expire and (2) the second Business Day following the delivery of the Superior Proposal Notice setting forth such material revision. (cf) The Company shall promptly (and in any event within 24 hours) advise Parent orally or in writing in the event that the Company receives any Acquisition Proposal and in connection with such notice, provide to Parent the material terms and conditions (including the identity of the Person making any such Acquisition Proposal) of any such Acquisition Proposal. The Company shall (i) promptly (and in any event within 24 hours) notify Parent of any material change to the terms of any such Acquisition Proposal (including a summary of such material changes), (ii) promptly (and in any event within 24 hours) advise Parent of any material developments regarding such Acquisition Proposal and (iii) provide to Parent as promptly soon as practicable (and in any event within twenty-four (24) 24 hours) notify Parent after receipt thereof of the Company’s any written indication of interest, inquiry, proposal or request for information (or any of its Representatives’amendment thereto) receipt of any Acquisition Proposal or any offer that would reasonably be expected to lead to to, or result in, an Acquisition Proposal, Proposal or any written material that constitutes an Acquisition Proposal (or amendment thereto) including copies of any request for discussion, negotiation or information relating to proposed Alternative Acquisition Agreements and any financing commitments related thereto. (g) Nothing contained in this Agreement shall prohibit the Company or the Company Board, directly or indirectly through their respective Representatives, from (i) taking and disclosing any position or disclosing any information reasonably required under Rule 14d-9, Rule 14e-2(a) or Item 1012(a) of its Subsidiaries Regulation M-A promulgated under the Exchange Act (or for access any similar communication to stockholders in connection with the making or amendment of a tender offer or exchange offer), (ii) making any “stop, look and listen” communication to the businessCompany’s stockholders pursuant to Rule 14d-9(f) promulgated under the Exchange Act (for the avoidance of doubt, propertiesit being understood that any “stop, assets, books or records look and listen” communication of the Company or any type contemplated 60 by Rule 14d-9(f) promulgated under the Exchange Act shall not, in and of its Subsidiaries by any third party that would reasonably itself, be expected to lead to an Acquisition Proposal, which notification shall include deemed a copy of the applicable written Acquisition Proposal (or, if oral, the material terms and conditions of such Acquisition Proposal) and the identity of the third party making such Acquisition Proposal. The Company shall thereafter keep Parent reasonably informed on a reasonably current basis of the status of any material developments, discussions or negotiations regarding any such Acquisition ProposalChange in Recommendation), and the material terms and conditions thereof (including any change in price or form of consideration or other material amendment thereto), including by providing a copy of material documentation relating thereto that is exchanged between the third party (or its Representativesiii) making such Acquisition Proposal and the Company (or its Representatives) within twenty-four (24) hours after receipt thereof. (d) The Company agrees to enforce, and not to release or permit the release of any Person from, or to modify or waive or permit the waiver or termination of any provision of, any Acceptable Confidentiality Agreement (including any standstill or similar provisions contained therein), other than disclosure to the extent holders of Shares if the Company Board determines in good faith, faith (after consultation with its outside legal counsel, ) that the failure to provide make such waiver, release or termination disclosure would reasonably be expected to be inconsistent with its fiduciary duties under applicable Applicable Law; provided, in each case, that no Change in Recommendation may be made unless the Company shall have first complied with its obligations under Section 6.02(e).

Unsolicited Proposals. (a) Subject to SECTION 5.3(bSection 5.4(b) and SECTION 5.3(cSection 5.4(c) and except as expressly permitted by this SECTION 5.2Section 5.3, until during the earlier to occur of Pre-Closing Period: (i) the Effective Time or the termination of this Agreement Company (in accordance with ARTICLE VIIsuch role, the Company “Target Party,” and the other party (i.e., Parent) in such role, the “Other Party”) shall not, and nor shall the Company shall cause Target Party permit any of its Subsidiaries not to, and nor shall the Company shall direct and use Target Party authorize or permit any of its reasonable best efforts to cause Representatives or any of its directors, officers, employees, investment bankers, attorneys, accountants and other advisors, agents and representatives (collectively, the “Representatives”) and its Subsidiaries’ Subsidiary’s Representatives not to, directly or indirectly (other than with respect to Parent and Merger Sub), (iA) solicit, initiate, knowingly facilitate or knowingly encourage any inquiries, proposals or offers that constitute, or that could reasonably be expected to lead to, an Acquisition Proposal, (iiB) engage in, continue or otherwise participate in any discussions or negotiations with any third party regarding an Acquisition Proposal or any inquiry, proposal or offer that could reasonably be expected to lead to an Acquisition ProposalThird Party, or furnish to any third party Third Party information or provide to any third party Third Party access to the businesses, properties, assets or personnel of the Company Target Party or any of its Subsidiaries, in each case in connection with respect to an Acquisition Proposal or any inquiry, proposal or offer that could would reasonably be expected to lead to an Acquisition Proposal, (C) approve, endorse or for the purpose of encouraging recommend any proposal that constitutes or facilitating would reasonably be expected to lead to an Acquisition Proposal, Proposal or (iiiD) enter into any letter of intent, agreement, contract, commitment or agreement in principle (other than an Acceptable Confidentiality Agreement entered into in accordance with this SECTION 5.2Section 5.3(b)) with respect to an Acquisition Proposal or enter into any letter of intent, agreement, contract or commitment requiring the Company Target Party to breach this Agreement or abandon, terminate or fail to consummate the transactions contemplated by this Agreement, Contemplated Transactions; and (ivii) approve, support, adopt or recommend any Acquisition Proposal, or (v) resolve or agree to do any of the foregoing. From and after the execution of this Agreement, the Company shall, and shall cause its Subsidiaries to, and shall direct the Company’s cause its and its Subsidiaries’ their respective Representatives to, (A) immediately cease and terminate any existing discussions or negotiations with any third partyThird Party, theretofore conducted by the Company, its Subsidiaries or their respective Representatives with respect to an Acquisition Proposal or any inquiry, proposal or offer that could would reasonably be expected to lead to an Acquisition Proposal, (B) terminate access by any third party to any physical or electronic data room or other access to data or information of the Company, in each case relating to or in connection with any Acquisition Proposal or any potential Acquisition Proposal, and (C) promptly following the date hereof the Company shall request that use commercially reasonable efforts to cause all non-public information previously provided by or on behalf of the Company it or any of its Subsidiaries to any such third party Third Party to be returned or destroyed in accordance with the applicable Acceptable Confidentiality Agreement. It is agreed that (1) any violation of the restrictions set forth in this SECTION 5.2(a) by any officer, director or employee of the Company or any of its Subsidiaries shall constitute a breach of this SECTION 5.2 by the Company and (2) any inquiry, proposal or offer that results from any material violation of the foregoing restrictions by any Representative of the Company or any of its Subsidiaries (other than such Representatives included in the foregoing clause (1)) shall be deemed to be not in compliance with this SECTION 5.2confidentiality agreement. (b) Notwithstanding anything to the contrary contained in this Agreement, if, at any time on or after the date hereof but prior to obtaining the Company Stockholder Approval, (i) the Company Target Party receives a an unsolicited written bona fide written Acquisition Proposal from a third partyThird Party, (ii) such Acquisition Proposal did not result from a material breach of this SECTION 5.2 Section 5.3 or Section 5.4 and (iii) the Company Board (such board of directors (or any committee thereof) in such role, the “Target Board”), determines in good faith, after consultation with its financial advisor and outside legal counsel, that such Acquisition Proposal constitutes, or would could reasonably be expected to lead to, a Superior ProposalProposal and that failure to take such actions would reasonably be expected to be inconsistent with its fiduciary duties under applicable Law, then the Company shall notify Parent in writing of such determination promptly after the Company Board makes such determination (and in any event within twenty-four (24) hours after making such determination) and the Company Target Party may (A) furnish information and data with respect to the Company Target Party and its Subsidiaries to the third party Third Party making such Acquisition Proposal and afford such third party Third Party access to the businesses, properties, assets and personnel of the Company Target Party and its Subsidiaries pursuant to an Acceptable Confidentiality Agreement and (B) enter into, maintain and participate in discussions or negotiations with the third party Third Party making such Acquisition Proposal regarding such Acquisition Proposal or otherwise cooperate with or assist or participate in, or facilitate, any such discussions or negotiationsnegotiations (including by entering into a customary confidentiality agreement with such Third Party for the purpose of receiving non-public information relating to such Third Party); provided, however, that the Company Target Party (1) will substantially concurrently not, and will not permit its Subsidiaries or its or their Representatives to, furnish any non-public information except pursuant to an Acceptable Confidentiality Agreement and (2) will promptly (and in any event within 24 hours) provide to Parent the Other Party any material non-public information concerning the Company Target Party or its Subsidiaries provided to such third partyThird Party, which was not previously provided to Parentthe Other Party. Notwithstanding anything to the contrary contained in this Agreement, the Company Target Party and its Representatives may (x) following the receipt of an unsolicited written bona fide Acquisition Proposal from a Third Party, contact such Third Party in order to clarify and understand the terms and conditions of such Acquisition Proposal solely in order to permit the Target Board to determine whether such Acquisition Proposal constitutes, or could reasonably be expected to lead to, a Superior Proposal in accordance with this Section 5.3 and (y) direct any Persons to this Agreement, including the specific provisions of this SECTION 5.2Section 5.3. (c) The Company Target Party shall as promptly as practicable (and in any event within twenty-four (24) 24 hours) notify Parent the Other Party of the CompanyTarget Party’s (or any of its Representatives’) receipt of any Acquisition Proposal (or any inquiry, proposal or offer that would reasonably be expected to lead to an Acquisition Proposal, or of any request for discussion, negotiation or information relating to the Company or any of its Subsidiaries or for access to the business, properties, assets, books or records of the Company or any of its Subsidiaries by any third party that would reasonably be expected to lead to an Acquisition Proposal), which notification shall include a copy of the applicable written Acquisition Proposal Proposal, inquiry, proposal or offer (or, if oral, the material terms and conditions of such Acquisition Proposal, inquiry, proposal or offer) and the identity of the third party Third Party making such Acquisition Proposal, inquiry, proposal or offer. The Company Target Party shall thereafter keep Parent the Other Party reasonably informed on a reasonably current basis of the status of any material developments, discussions or negotiations regarding any such Acquisition Proposal, and the material terms and conditions thereof (including any change in price or form of consideration or other material amendment thereto), including by providing a copy of material documentation relating thereto that is exchanged between the third party Third Party (or its Representatives) making such Acquisition Proposal and the Company Target Party (or its Representatives) within twenty-four (24) 24 hours after receipt thereof. (d) The Company agrees to enforce, and not to release or permit the release of any Person from, or to modify or waive or permit the waiver or termination of any provision of, any Acceptable Confidentiality Agreement (including any standstill or similar provisions agreement to which the Company or any of its Subsidiaries is a party, or any restrictions on “business combinations” or any similar provision contained therein)in any applicable Takeover Statute or the Company Charter Documents, other than to the extent the Company Board determines in good faith, after consultation with outside legal counsel, that failure to provide such waiver, release or termination would reasonably be expected to be inconsistent with its fiduciary duties under applicable Law. (e) The Company agrees in the event any Subsidiary or any Representative of the Company takes any action which, if taken by the Company, would constitute a material breach of this Section 5.3, the Company shall be deemed in breach of this Section 5.3.

Unsolicited Proposals. (a) Subject to SECTION 5.3(b) and SECTION 5.3(c) and except Except as expressly permitted by this SECTION 5.2Section 6.02, from the date of this Agreement until the earlier to occur consummation of the Effective Time or Offer or, if earlier, the termination of this Agreement in accordance with ARTICLE VIIits terms, the Company Acquired Companies shall not, and the Company shall cause its Subsidiaries not authorize their Representatives to, and the Company shall direct and use its reasonable best efforts to cause its directors, officers, employees, investment bankers, attorneys, accountants and other advisors, agents and representatives (collectively, the “Representatives”) and its Subsidiaries’ their respective Representatives not to, directly or indirectly (other than with respect to Parent and Merger Sub), (i) solicit, initiate, knowingly facilitate solicit or knowingly encourage or knowingly facilitate the making of any inquiriesAcquisition Proposal or any inquiry, proposals proposal or offers that constitute, or request for information that could reasonably be expected to lead to, or result in, an Acquisition Proposal, (ii) other than informing Third Parties of the existence of the provisions contained in this Section 6.02, engage in, continue or otherwise participate in any negotiations or discussions or negotiations with any third party regarding an Acquisition Proposal or any inquiry, proposal or offer that could reasonably be expected to lead to an Acquisition Proposalwith, or furnish to any third party non-public information (or provide to any third party access to the businesses, properties, assets or personnel of thereto) concerning the Company or any of its Subsidiaries, in each case in connection with an Acquisition Proposal or any inquiry, proposal or offer that could reasonably be expected to lead to an Acquisition Proposal, or for the purpose of encouraging or facilitating an Acquisition Proposal, (iii) enter into any letter of intent, agreement, contract, commitment or agreement in principle (other than an Acceptable Confidentiality Agreement in accordance with this SECTION 5.2) with respect to an Acquisition Proposal or enter into any agreement, contract or commitment requiring the Company to abandon, terminate or fail to consummate the transactions contemplated by this Agreement, (iv) approve, support, adopt or recommend any Acquisition Proposal, or (v) resolve or agree to do any of the foregoing. From and after the execution of this Agreement, the Company shall, and shall cause its Subsidiaries to, and shall direct the Company’s and its Subsidiaries’ Representatives to, (A) immediately cease and terminate any existing discussions or negotiations with any third party, theretofore conducted by the Company, its Subsidiaries or their respective Representatives with respect to an Acquisition Proposal or any inquiry, proposal or offer that could reasonably be expected to lead to an Acquisition Proposal, (B) terminate access by any third party to any physical or electronic data room or other access to data or information of the Company, in each case relating to or in connection with any Acquisition Proposal or any potential Acquisition Proposal, and (C) promptly following the date hereof the Company shall request that all non-public information previously provided by or on behalf of the Company or any of its Subsidiaries to any such third party be returned or destroyed in accordance with the applicable Acceptable Confidentiality Agreement. It is agreed that (1) any violation of the restrictions set forth in this SECTION 5.2(a) by any officer, director or employee of the Company or any of its Subsidiaries shall constitute a breach of this SECTION 5.2 by the Company and (2) any inquiry, proposal or offer that results from any material violation of the foregoing restrictions by any Representative of the Company or any of its Subsidiaries (other than such Representatives included in the foregoing clause (1)) shall be deemed to be not in compliance with this SECTION 5.2. (b) Notwithstanding anything to the contrary contained in this Agreement, if, at any time on or after the date hereof prior to obtaining the Company Stockholder Approval, (i) the Company receives a bona fide written Acquisition Proposal from a third party, (ii) such Acquisition Proposal did not result from a breach of this SECTION 5.2 and (iii) the Company Board determines in good faith, after consultation with its financial advisor and outside legal counsel, that such Acquisition Proposal constitutes, or would reasonably be expected to lead to, a Superior Proposal, then the Company shall notify Parent in writing of such determination promptly after the Company Board makes such determination (and in any event within twenty-four (24) hours after making such determination) and the Company may (A) furnish information and data with respect to the Company and its Subsidiaries to the third party making such Acquisition Proposal and afford such third party access to the businesses, properties, assets and personnel of the Company and its Subsidiaries pursuant to an Acceptable Confidentiality Agreement and (B) enter into, maintain and participate in discussions or negotiations with the third party making such Acquisition Proposal regarding such Acquisition Proposal or otherwise cooperate with or assist or participate in, or facilitate, any such discussions or negotiations; provided, however, that the Company will substantially concurrently provide to Parent any non-public information concerning the Company or its Subsidiaries provided to such third party, which was not previously provided to Parent. Notwithstanding anything to the contrary contained in this Agreement, the Company and its Representatives may direct any Persons to this Agreement, including the specific provisions of this SECTION 5.2. (c) The Company shall as promptly as practicable (and in any event within twenty-four (24) hours) notify Parent of the Company’s (or any of its Representatives’) receipt of any Acquisition Proposal or any offer that would reasonably be expected to lead to an Acquisition Proposal, or of any request for discussion, negotiation or information relating to the Company or any of its Subsidiaries or for access to the business, properties, assets, books or records of the Company or any Company Subsidiaries to or otherwise knowingly assist, participate in, facilitate or encourage any action by, any Third Party in connection with or for the purpose of its Subsidiaries by knowingly encouraging or knowingly facilitating an Acquisition Proposal or any third party inquiry, proposal or request for information that would could reasonably be expected to lead to, or result in, an Acquisition Proposal, (iii) recommend, approve, authorize or enter into any letter of intent, acquisition agreement, agreement in principle or similar agreement with respect to an Acquisition Proposal or any proposal or offer that could reasonably be expected to lead to an Acquisition ProposalProposal or (iv) approve, which notification shall include a copy authorize or agree to do any of the applicable foregoing. Promptly following the execution of this Agreement, on the date hereof, the Acquired Companies shall, and shall direct their respective Representatives to, (A) cease and cause to be terminated any solicitation and any and all existing discussions or negotiations with any Person conducted heretofore with respect to any Acquisition Proposal or any inquiry or request for information that could reasonably be expected to lead to, or result in, an Acquisition Proposal and (B) terminate access by any Third Party to any physical or electronic data room relating to any potential Acquisition Transaction. Within three (3) Business Days of the execution of this Agreement, the Company shall request the prompt return or destruction of any confidential information provided to any such Third Party or any of its Representatives and from any other Person to whom confidential information was provided since the Distribution Date in connection with a proposed Acquisition Transaction. Notwithstanding anything herein to the contrary, the Company shall be permitted to grant waivers of, and not enforce, any standstill provision or similar provision that has the effect of prohibiting the counterparty thereto from making an Acquisition Proposal to the Company Board. (b) Notwithstanding anything to the contrary contained in this Agreement, if prior to the consummation of the Offer the Company receives a bona fide written Acquisition Proposal (or, if oral, which Acquisition Proposal was made after the material terms date of this Agreement and conditions did not result from a breach of such Acquisition Proposal) and the identity of the third party making such Acquisition Proposal. The Company shall thereafter keep Parent reasonably informed on a reasonably current basis of the status of this Section 6.02 in any material developments, discussions or negotiations regarding any such Acquisition Proposalrespect), and the material terms and conditions thereof (including any change in price or form of consideration or other material amendment thereto), including by providing a copy of material documentation relating thereto that is exchanged between the third party (or its Representatives) making such Acquisition Proposal and the Company (or its Representatives) within twenty-four (24) hours after receipt thereof. (d) The Company agrees to enforce, and not to release or permit the release of any Person from, or to modify or waive or permit the waiver or termination of any provision of, any Acceptable Confidentiality Agreement (including any standstill or similar provisions contained therein), other than to the extent the Company Board determines in good faith, after consultation with its financial advisors and outside legal counsel, that such Acquisition Proposal constitutes, or could reasonably be expected to lead to, a Superior Proposal, then the Company and its Representatives may, subject to compliance with this Section 6.02, do any or all of the following: (i) furnish any information with respect to the Company and its Subsidiaries and access thereto to any Third Party making such Acquisition Proposal; provided, that (A) prior to furnishing any such information, the Company receives from such Third Party an executed Acceptable Confidentiality Agreement and (B) any such non-public information so furnished has been previously provided or made available to Parent or is provided or made available (including through the Data Room) to Parent promptly (and in any event no later than twenty-four (24) hours) after it is so furnished to such Third Party or (ii) participate or engage in negotiations or discussions with the Person making such Acquisition Proposal and its Representatives regarding such Acquisition Proposal. The Company acknowledges and agrees that any action that if taken by the Company would be a breach of the provisions set forth in this Section 6.02, is taken by (x) a director or officer of the Company or (y) investment bankers or financial advisors retained by the Company, such action shall be deemed to constitute a breach of this Section 6.02 by the Company. (c) Except as set forth in this Section 6.02, neither the Company Board nor any committee thereof shall (i) (A) fail to make, withhold or withdraw (or modify, amend or qualify in a manner adverse to Parent or Merger Sub), or propose publicly to withhold or withdraw (or modify, amend or qualify in a manner adverse to Parent or Merger Sub), the Board Recommendation (it being understood that failing to recommend the rejection of any Acquisition Proposal that is a tender offer or exchange offer, within ten (10) Business Days after the commencement of such tender offer or exchange offer and confirming that the Board Recommendation remains in effect and that the Company Board has not changed the Board Recommendation, shall be considered an adverse modification), (B) approve, recommend or declare advisable, or propose publicly to approve, recommend or declare advisable, any Acquisition Proposal, (C) after public announcement of an Acquisition Proposal (other than in connection with the commencement of a tender offer or exchange offer), fail to publicly confirm (such public confirmation, a “Recommendation Confirmation”) that the Board Recommendation remains in effect and that the Company Board has not changed the Board Recommendation (the “Recommendation Confirmation Language”) within five (5) Business Days after a written request by Parent to do so (or, if earlier, by the close of business on the Business Day immediately preceding the scheduled date of the consummation of the Offer); provided, that Parent may only make such request once with respect to any Acquisition Proposal, and, provided further, that in each press release relating to such an Acquisition Proposal subsequent to a Recommendation Confirmation with respect thereto, the Company shall not fail to include the Recommendation Confirmation Language, or (D) fail to include the Board Recommendation in the Schedule 14D-9 when disseminated to the Company’s stockholders (any action described in this clause (i) being referred to as a “Change in Recommendation”) or (ii) approve, recommend or declare advisable, or propose publicly to approve, recommend or declare advisable, or enter into, any Contract, letter of intent, agreement in principle, memorandum of understanding or similar agreement with respect to any Acquisition Proposal, other than an Acceptable Confidentiality Agreement (an “Alternative Acquisition Agreement”). (d) Notwithstanding anything to the contrary contained in this Agreement, at any time prior to the consummation of the Offer, the Company Board may make a Change in Recommendation in response to an Intervening Event if (i) the Company Board determines in good faith, after consultation with its outside legal counsel, that the failure to provide do so would reasonably be expected to be inconsistent with the Company Board’s fiduciary duties under Applicable Law, (ii) (A) the Company shall have provided Parent four (4) Business Days’ prior written notice of its intention to make a Change in Recommendation prior to making any such waiverChange in Recommendation, release which notice shall describe the reasons therefore and the Intervening Event in reasonable detail (provided, that such notice shall not constitute a Change in Recommendation) and (B) if requested by Parent in good faith, during such four (4) Business Day period after providing such notice, negotiate (and direct its Representatives to negotiate) in good faith with Parent and its Representatives respect to any revisions to the terms of this Agreement or termination another proposal to the extent proposed by Parent so that a Change in Recommendation would no longer be necessary, and (iii) after giving effect to all revisions and proposals contemplated by the foregoing clause (ii), if any, after consultation with outside legal counsel, the Company Board shall have determined in good faith that failure to make the Change in Recommendation in response to such Intervening Event would reasonably be expected to be inconsistent with its fiduciary duties under applicable Applicable Law. For the avoidance of doubt, in the event of any material change in any event, occurrence or facts relating to such Intervening Event (other than in respect to any revisions proposed or proposals made by Parent as referred to above), a new notice shall be required from the Company pursuant to Section 6.02(d)(ii), except that the references to four (4) Business Days in this Section 6.02(d) shall be deemed to be three (3) Business Days, and the provisions of this Section 6.02(d) shall otherwise apply to the Intervening Event as modified thereby. (e) Notwithstanding anything to the contrary contained in this Agreement, at any time prior to the consummation of the Offer if, in response to a bona fide written Acquisition Proposal made after the date of this Agreement and not withdrawn that did not result from a breach of this Section 6.02, the Company Board determines in good faith (after consultation with its outside legal counsel and financial advisors) that (i) such Acquisition Proposal constitutes a Superior Proposal and (ii) the failure to take the action set forth in clause (A) or (B), as applicable, would reasonably be expected to be inconsistent with its fiduciary obligations under Applicable Law, then (A) subject to compliance with Section 6.02(f), the Company Board may make a Change in Recommendation or (B) subject to the Company’s compliance with all other requirements for termination of this Agreement pursuant to Section 8.01(d)(i), the Company may terminate this Agreement pursuant to Section 8.01(d)(i) in order to enter into an Alternative Acquisition Agreement with respect to such Superior Proposal. (f) Notwithstanding anything to the contrary contained in this Agreement, the Company shall not be entitled to make a Change in Recommendation pursuant to Section 6.02(e) or terminate this Agreement pursuant to Section 8.01(d)(i) unless (x) the Company shall have provided to Parent four (4) Business Days’ prior written notice (the “Superior Proposal Notice”), (provided, that such notice shall not constitute a Change in Recommendation), advising Parent that the Company intends to take such action (and specifying, in reasonable detail, the reasons for such action and the material terms and conditions of any such Superior Proposal) and providing Parent with a copy of the Alternative Acquisition Agreement (and any other documents containing the terms of such Superior Proposal) in the form to be entered into (provided that Parent shall be required to keep all such documents and their terms confidential in accordance with the terms of the Confidentiality Agreement), and (y): (i) during such four (4) Business Day period, if requested by Parent in good faith, the Company and its Representatives shall have engaged in good faith negotiations with Parent regarding changes to the terms of this Agreement and any other proposals made by Parent intended by Parent to cause such Acquisition Proposal to no longer constitute a Superior Proposal; and (ii) the Company Board shall have considered in good faith any and all adjustments to this Agreement (including a change to the price terms hereof) and any other agreements that may be proposed in writing by Parent (the “Proposed Changed Terms”) no later than 11:59 p.m., New York City time, on the fourth (4th) Business Day of such four (4) Business Day period and shall have determined in good faith (after consultation with its outside legal counsel and financial advisors) that the Acquisition Proposal would continue to constitute a Superior Proposal if such Proposed Changed Terms were to be given effect, and that the failure to make the Change in Recommendation or terminate this Agreement pursuant to Section 8.01(d)(i) would reasonably be expected to be inconsistent with the Company Board’s fiduciary obligations under Applicable Law. For the avoidance of doubt, any (1) material revisions to the terms of a Superior Proposal or (2) material revisions to an Acquisition Proposal that the Company Board had determined no longer constitutes a Superior Proposal, shall constitute a new Acquisition Proposal and shall in each case require the Company to deliver to Parent a new Superior Proposal Notice, except that the references to four (4) Business Days in this Section 6.02(f) shall be deemed to be three (3) Business Days. (g) The Company shall promptly (and in any event within twenty-four (24) hours after receipt) advise Parent orally or in writing in the event that the Company receives any Acquisition Proposal or any inquiry, proposal or request for information that could reasonably be expected to lead to, or result in, an Acquisition Proposal, and in connection with such notice, provide to Parent the material terms and conditions (including the identity of the Third Party making any such Acquisition Proposal) of any such Acquisition Proposal. The Company shall (i) keep Parent reasonably informed on a current basis of the status, material details and material terms of any such Acquisition Proposal (including, prior to furnishing any information or to participating in any discussions or negotiations pursuant to Section 6.02(b), advising Parent of any determination by the Company Board pursuant to Section 6.02(b)) and any discussions and negotiations concerning the material terms and conditions thereof and (ii) promptly provide to Parent (and in any event no later than twenty-four (24) hours after receipt or delivery thereof) any written proposal, indication of interest (or amendment thereto) or any other written material that constitutes an Acquisition Proposal (or amendment thereto) including copies of any proposed Alternative Acquisition Agreements and any financing commitments related thereto. (h) Nothing contained in this Agreement shall prohibit the Company or the Company Board, directly or indirectly through their respective Representatives, from (i) taking and disclosing to the stockholders of the Company any position contemplated by Rule 14d-9, Rule 14e-2(a) or Item 1012(a) of Regulation M-A promulgated under the Exchange Act, (ii) making any “stop, look and listen” communication to the Company’s stockholders pursuant to Rule 14d-9(f) promulgated under the Exchange Act or (iii) making any disclosure to the stockholders of the Company that the Company has determined in good faith (after consultation with its outside legal counsel) is required by Applicable Law; provided, that this Section 6.02(h) shall not be deemed to permit the Company Board to make a Change in Recommendation except to the extent permitted by Section 6.02(d) - (f) and any disclosure contemplated by clause (i) or (ii) of this Section 6.02(h) shall be deemed a Change in Recommendation unless the Company Board expressly confirms that the Board Recommendation remains in effect and that the Board Recommendation has not changed in such disclosure.

Unsolicited Proposals. (a) Subject to SECTION 5.3(bSection 6.03(b) and SECTION 5.3(cSection 6.03(c) and except as expressly permitted by this SECTION 5.2Section 6.02, until the earlier to occur of the Effective Time or the termination of this Agreement in accordance with ARTICLE VII, pursuant to Section 8.01: (i) the Company shall not, and the Company shall cause its Subsidiaries not to, and the Company shall direct and use its reasonable best efforts to cause its directors, officers, employees, investment bankers, attorneys, accountants and other advisors, agents and representatives (collectively, the “Representatives”) and its Subsidiaries’ and their respective Representatives not to, directly or indirectly (other than with respect to Parent and Merger Sub), (iA) solicit, initiate, knowingly facilitate or knowingly encourage (including by way of providing information) any inquiries, proposals or offers that constitute, or that could reasonably be expected to lead to, an Acquisition Proposal, (iiB) knowingly engage in, continue or otherwise participate in any discussions or negotiations with any third party Third Party regarding an Acquisition Proposal or any inquiryinquires, proposal proposals or offer offers that could reasonably be expected to lead to an Acquisition Proposal, or furnish to any third party Third Party information or provide to any third party Third Party access to the businesses, properties, assets or personnel of the Company or any of its Subsidiaries, in each case in connection with or for the purpose of encouraging or facilitating an Acquisition Proposal or any inquires, proposals or offers that could reasonably be expected to lead to an Acquisition Proposal, (C) approve, endorse or enter into any letter of intent, agreement, Contract, commitment or agreement in principle (other than an Acceptable Confidentiality Agreement entered into in accordance with Section 6.02(b)) or other arrangement with respect to an Acquisition Proposal or enter into any agreement, Contract or commitment or other arrangement requiring the Company to abandon, terminate, breach or fail to consummate the transactions contemplated by this Agreement or (D) resolve or agree to do any of the foregoing; and (ii) the Company shall, and shall cause its Subsidiaries and its and their respective Representatives to, immediately cease and terminate any existing solicitations, encouragements, discussions or negotiations with any Third Party theretofore conducted by the Company, its Subsidiaries or its or their respective Representatives with respect to an Acquisition Proposal, and promptly (and, in any event, within 24 hours) following the date hereof, the Company shall request that all non-public information previously provided by or on behalf of the Company or any of its Subsidiaries to any such Third Party be returned or destroyed and shall use commercially reasonable efforts to cause the return or destruction thereof. (b) Notwithstanding anything to the contrary contained in Section 6.02(a), if, at any time on or after the date hereof, but prior to obtaining the Shareholder Approval, (i) the Company receives an unsolicited written Acquisition Proposal from a Third Party, (ii) such Acquisition Proposal did not, directly or indirectly, result from or principally arise out of a material breach of this Section 6.02, (iii) the Company Board determines in good faith, after consultation with its financial advisor and outside legal counsel, that such Acquisition Proposal constitutes, or could reasonably be expected to lead to, a Superior Proposal and (iv) the Company Board determines in good faith, after consultation with its financial advisor and outside legal counsel, that failure to take such action would reasonably be expected to be inconsistent with the directors’ fiduciary duties under Applicable Law, then the Company may (A) furnish information and data with respect to the Company and its Subsidiaries to the Third Party making such Acquisition Proposal and afford such Third Party access to the businesses, properties, assets and personnel of the Company and its Subsidiaries and (B) enter into, maintain and participate in discussions or negotiations with the Third Party making such Acquisition Proposal regarding such Acquisition Proposal or otherwise cooperate with or assist or participate in, or facilitate, any such discussions or negotiations; provided, however, that the Company (1) will not, and will cause its Subsidiaries and its or their respective Representatives not to, furnish any non-public information except pursuant to an Acceptable Confidentiality Agreement and (2) will promptly (and in any event within 24 hours) provide to Parent any material non-public information or other data or information concerning the Company or its Subsidiaries or access provided to such Third Party, in each case which was not previously provided to Parent. Notwithstanding anything to the contrary contained in Section 6.02(a), the Company and its Representatives may (x) following the receipt of an Acquisition Proposal from a Third Party, and provided that such Acquisition Proposal did not, directly or indirectly, result from or principally arise out of a material breach of this Section 6.02, contact such Third Party solely in order to clarify and understand the terms and conditions of an Acquisition Proposal made by such Third Party in order to permit the Company Board to determine whether such Acquisition Proposal constitutes, or could reasonably be expected to lead to, a Superior Proposal and (y) direct any Persons to this Agreement, including the specific provisions of this Section 6.02. (c) The Company shall as promptly as practicable (and in any event within 24 hours) notify Parent of the Company’s receipt of any Acquisition Proposal, or any inquires, proposals or offers that could reasonably be expected to lead to an Acquisition Proposal, or of any requests for information or access to the businesses, properties, assets or personnel of the Company or any of its Subsidiaries, in each case in connection with an Acquisition Proposal or any inquiry, proposal or offer that could reasonably be expected to lead to an Acquisition Proposal, or for the purpose of encouraging or facilitating an Acquisition Proposal, (iii) enter into any letter of intent, agreement, contract, commitment or agreement in principle (other than an Acceptable Confidentiality Agreement in accordance with this SECTION 5.2) with respect to an Acquisition Proposal or enter into any agreement, contract or commitment requiring the Company to abandon, terminate or fail to consummate the transactions contemplated by this Agreement, (iv) approve, support, adopt or recommend any Acquisition Proposal, or (v) resolve or agree to do any of the foregoing. From and after the execution of this Agreement, the Company shall, and shall cause its Subsidiaries to, and shall direct the Company’s and its Subsidiaries’ Representatives to, (A) immediately cease and terminate any existing discussions or negotiations with any third party, theretofore conducted by the Company, its Subsidiaries or their respective Representatives with respect to an Acquisition Proposal or any inquiry, proposal or offer that could reasonably be expected to lead to an Acquisition Proposal, (B) terminate access by any third party to any physical or electronic data room or other access to data or information of the Company, in each case relating to or in connection with any Acquisition Proposal or any potential Acquisition Proposal, and (C) promptly following the date hereof the Company shall request that all non-public information previously provided by or on behalf of the Company or any of its Subsidiaries to any such third party be returned or destroyed in accordance with the applicable Acceptable Confidentiality Agreement. It is agreed that (1) any violation of the restrictions set forth in this SECTION 5.2(a) by any officer, director or employee of the Company or any of its Subsidiaries shall constitute a breach of this SECTION 5.2 by the Company and (2) any inquiry, proposal or offer that results from any material violation of the foregoing restrictions by any Representative of the Company or any of its Subsidiaries (other than such Representatives included in the foregoing clause (1)) shall be deemed to be not in compliance with this SECTION 5.2. (b) Notwithstanding anything to the contrary contained in this Agreement, if, at any time on or after the date hereof prior to obtaining the Company Stockholder Approval, (i) the Company receives a bona fide written Acquisition Proposal from a third party, (ii) such Acquisition Proposal did not result from a breach of this SECTION 5.2 and (iii) the Company Board determines in good faith, after consultation with its financial advisor and outside legal counsel, that such Acquisition Proposal constitutes, or would reasonably be expected to lead to, a Superior Proposal, then the Company shall notify Parent in writing of such determination promptly after the Company Board makes such determination (and in any event within twenty-four (24) hours after making such determination) and the Company may (A) furnish information and data with respect to the Company and its Subsidiaries to the third party making such Acquisition Proposal and afford such third party access to the businesses, properties, assets and personnel of the Company and its Subsidiaries pursuant to an Acceptable Confidentiality Agreement and (B) enter into, maintain and participate in discussions or negotiations with the third party making such Acquisition Proposal regarding such Acquisition Proposal or otherwise cooperate with or assist or participate in, or facilitate, any such discussions or negotiations; provided, however, that the Company will substantially concurrently provide to Parent any non-public information concerning the Company or its Subsidiaries provided to such third party, which was not previously provided to Parent. Notwithstanding anything to the contrary contained in this Agreement, the Company and its Representatives may direct any Persons to this Agreement, including the specific provisions of this SECTION 5.2. (c) The Company shall as promptly as practicable (and in any event within twenty-four (24) hours) notify Parent of the Company’s (or any of its Representatives’) receipt of any Acquisition Proposal or any offer that would reasonably be expected to lead to an Acquisition Proposal, or of any request for discussion, negotiation or information relating to the Company or any of its Subsidiaries or for access to the business, properties, assets, books or records of the Company or any of its Subsidiaries by any third party that would reasonably be expected to lead to an Acquisition Proposal, which notification shall include (i) a copy of the applicable written Acquisition Proposal or other inquiry, proposal or offer (or, if oral, the material terms and conditions of such Acquisition ProposalProposal or other inquiry, proposal or offer) and (ii) the identity of the third party Third Party making such Acquisition Proposal, inquiry, proposal, offer or information or access request. The Company shall thereafter keep Parent reasonably informed on a reasonably current basis (and in any event within 24 hours) of the status of any material developments, discussions or negotiations regarding any such Acquisition ProposalProposal or other inquiry, proposal or offer, and the material terms and conditions thereof (including any change in price or form of consideration or other material amendment thereto), including by providing a copy of material documentation relating thereto setting forth or related to the material terms of such Acquisition Proposal or other inquiry, proposal or offer that is exchanged between the third party Third Party (or its Representatives) making such Acquisition Proposal and the Company or its Subsidiaries (or its or their respective Representatives) within twenty-four (24) 24 hours after receipt exchange thereof. (d) The Company agrees to enforce, and not to release or permit the release of any Person from, or to modify or waive or permit the waiver or termination of any provision of, any Acceptable Confidentiality Agreement (including any standstill or similar provisions contained therein)agreement to which any of the Company or any Subsidiary of the Company is a party, other than to the extent the Company Board determines in good faith, after consultation with outside legal counsel, that failure to provide such waiver, release or termination would reasonably be expected to be inconsistent with its fiduciary duties under applicable Applicable Law. (e) Notwithstanding anything to the contrary in this Section 6.02, the Company agrees that in the event any Subsidiary or Representative takes any action which, if taken by the Company, would constitute a breach by the Company of this Section 6.02, then the Company shall be deemed to have so breached this Section 6.02.

Unsolicited Proposals. (a) Subject to SECTION 5.3(b) and SECTION 5.3(c) and except Except as expressly permitted by this SECTION 5.2Section 6.02 or as expressly permitted by Section 6.02(a) of the Company Disclosure Schedules, from the date of this Agreement until the earlier to occur consummation of the Effective Time or Offer or, if earlier, the termination of this Agreement in accordance with ARTICLE VIIits terms, the Company shall will not, and the Company shall cause its Subsidiaries not to, and the Company shall direct and use its reasonable best efforts to cause its directors, officers, employees, investment bankers, attorneys, accountants and other advisors, agents and representatives (collectively, the “Representatives”) Affiliates and its Subsidiaries’ and their respective Representatives not to, directly or indirectly (other than with respect to Parent and Merger Sub), (i) solicit, initiate, knowingly facilitate solicit or knowingly encourage or facilitate the making of any inquiriesAcquisition Proposal or any inquiry, proposals proposal or offers that constitute, or request for information that could reasonably be expected to lead to, to or result in an Acquisition Proposal, (ii) other than informing Third Parties of the existence of the provisions contained in this Section 6.02, engage inin negotiations or discussions with, continue or otherwise participate in furnish any discussions information concerning the Company or negotiations with any third party regarding of the Company Subsidiaries to, any Third Party relating to an Acquisition Proposal or any inquiry, proposal or offer request for information that could reasonably be expected to lead to an Acquisition Proposal, or furnish to any third party information or provide to any third party access to the businesses, properties, assets or personnel of the Company or any of its Subsidiaries, result in each case in connection with an Acquisition Proposal or any inquiry, proposal or offer that could reasonably be expected to lead to an Acquisition Proposal, or for the purpose of encouraging or facilitating an Acquisition Proposal, (iii) enter into any letter of intent, agreement, contract, commitment or agreement in principle (other than an Acceptable Confidentiality Agreement in accordance with this SECTION 5.2) with respect to an Acquisition Proposal or enter into any agreement, contract or commitment requiring the Company to abandon, terminate or fail to consummate the transactions contemplated by this Agreement, (iv) approve, support, adopt or recommend any Acquisition Proposal, or (v) resolve or agree to do any of the foregoing. From and after the execution of this Agreement, the The Company shall, and shall cause its Subsidiaries to, and shall direct the Company’s Affiliates and its Subsidiaries’ and their respective Representatives to, (A) immediately cease and terminate any cause to be terminated all existing discussions or negotiations with any third party, theretofore Person conducted by the Company, its Subsidiaries or their respective Representatives heretofore with respect to an any Acquisition Proposal Proposal, or any inquiry, inquiry or proposal or offer that could reasonably be expected to lead to or result in an Acquisition Proposal, (B) terminate access by any third party Third Party to any physical or electronic data room or other access to data or information of the Company, in each case relating to any potential Acquisition Transaction, (C) request the prompt return or destruction of any confidential information provided to any Third Party in the twelve (12) months immediately preceding the date of this Agreement in connection with a proposed Acquisition Transaction and (D) enforce the provisions of any Acquisition Proposal existing confidentiality or non-disclosure agreement entered into with respect to any potential Acquisition ProposalTransaction; provided, and (C) promptly following the date hereof however, that the Company shall request be permitted to grant waivers of, and not enforce, any standstill provision to the extent that all non-public information previously provided by or on behalf of such provision would otherwise prohibit the counterparty thereto from making a confidential Acquisition Proposal directly to the Company or any of its Subsidiaries to any such third party be returned or destroyed Board for a negotiated Acquisition Transaction in accordance with the applicable Acceptable Confidentiality Agreementterms of this Section 6.02. It is agreed that (1) any violation of the restrictions set forth in this SECTION 5.2(a) by any officer, director or employee of the Company or any of its Subsidiaries shall constitute a breach of this SECTION 5.2 by the Company and (2) any inquiry, proposal or offer that results from any material violation of the foregoing restrictions Section 6.02 by any Representative of the Company or any of its Subsidiaries (other than such Representatives included in Affiliates shall constitute a breach of this Section 6.02 by the foregoing clause (1)) shall be deemed to be not in compliance with this SECTION 5.2Company. (b) Notwithstanding anything to the contrary contained in this Agreement, ifif prior to the consummation of the Offer, at any time on or the Company receives an unsolicited written Acquisition Proposal (which Acquisition Proposal was made after the date hereof prior to obtaining the Company Stockholder Approval, (i) the Company receives a bona fide written Acquisition Proposal from a third party, (ii) such Acquisition Proposal of this Agreement and did not result from a breach of this SECTION 5.2 Section 6.02), the Company and (iii) the Company Board and their Representatives may, subject to compliance with this Section 6.02(b), engage in negotiations or discussions with, or furnish any information and reasonable access to, any Third Party making such Acquisition Proposal and its Representatives if the Company Board determines in good faith, after consultation with its financial advisor and the Company’s outside legal counseladvisors, and based on information then available, that such Acquisition Proposal constitutes, or would be reasonably be expected to lead toresult in, a Superior Proposal; provided, then that (i) prior to furnishing any material nonpublic information, the Company shall notify receives from such Third Party an executed Acceptable Confidentiality Agreement and (ii) any such material nonpublic information so furnished has been previously provided or made available to Parent in writing of such determination or is provided or made available (including through the Data Room) to Parent promptly after the Company Board makes such determination (and in any event within twenty-24 hours) after it is so furnished to such Third Party. (c) Except as otherwise provided in the last sentence of this Section 6.02(c) and Section 6.02(d), until the termination of this Agreement, neither the Company Board nor any committee thereof shall (i) (A) withdraw (or qualify or modify in any manner adverse to Parent), or publicly propose to withdraw (or so qualify or modify), the Board Recommendation, (B) take any action to exempt any Person (other than Parent and its Affiliates) from the provisions of Section 203 of the DGCL or any other applicable state takeover statute, (C) fail to publicly reaffirm the Board Recommendation within three (3) Business Days after Parent so requests in writing, (D) fail to recommend, in a Solicitation/Recommendation Statement on Schedule 14D-9, against any Acquisition Proposal subject to Regulation 14D under the Exchange Act within ten (10) Business Days after the commencement of such Acquisition Proposal, or (E) approve, adopt or recommend any Acquisition Proposal, or propose publicly to approve, adopt or recommend, any Acquisition Proposal (any action described in this clause (i) being referred to as a “Change in Recommendation”) or (ii) approve, adopt or recommend, or propose publicly to approve, adopt or recommend, or allow the Company or any of the Company Subsidiaries to execute or enter into any letter of intent, memorandum of understanding, agreement in principle, merger agreement, acquisition agreement, option agreement, joint venture agreement, alliance agreement, partnership agreement or similar agreement or arrangement (other than an Acceptable Confidentiality Agreement) with any Third Party constituting or relating to, or that is intended to or would reasonably be expected to result in, any Acquisition Proposal or Acquisition Transaction (other than the Transactions), or requiring, or reasonably expected to cause, the Company to abandon, terminate, delay or fail to consummate, or that would otherwise impede, interfere with or be inconsistent with the Merger or any of the other Transactions, or requiring, or reasonably expected to cause, the Company to fail to comply with this Agreement (an “Alternative Acquisition Agreement”). Notwithstanding anything to the contrary contained in this Agreement, at any time prior to the consummation of the Offer, in the event a material development or material change in circumstances (other than an Acquisition Proposal) occurs or arises after the date of this Agreement that was not known and not reasonably foreseeable by the Company Board as of the date of this Agreement, the Company Board may make a Change in Recommendation (under clause (A) or (D) of the definition thereof) if the failure to take such action would be inconsistent with the Company Board’s fiduciary duties to the stockholders of the Company under applicable Law; provided, that the Company has provided Parent four (244) hours Business Days’ prior written notice advising Parent that it intends to take such action and specifying, in reasonable detail, the reasons for such action. (d) Notwithstanding the foregoing, at any time prior to the consummation of the Offer, if, in response to an unsolicited written Acquisition Proposal made after making the date of this Agreement that did not result from a breach of this Section 6.02, the Company Board determines in good faith (after consultation with its outside counsel) that (i) such determinationAcquisition Proposal constitutes a Superior Proposal and (ii) and the failure to approve or recommend such Superior Proposal would be inconsistent with the Company Board’s fiduciary duties to the stockholders of the Company under applicable Law, the Company may (A) furnish information and data with respect to the Company and its Subsidiaries to the third party making such Acquisition Proposal and afford such third party access to the businesses, properties, assets and personnel of the Company and its Subsidiaries terminate this Agreement pursuant to an Acceptable Confidentiality Agreement Section 8.01(d)(i) and (B) enter into, maintain and participate in discussions or negotiations with the third party making such Acquisition Proposal regarding such Acquisition Proposal or otherwise cooperate with or assist or participate in, or facilitate, any such discussions or negotiationsthis Section 6.02(d); provided, however, that the Company will substantially concurrently provide shall not terminate this Agreement pursuant to Section 8.01(d)(i) and this Section 6.02(d) unless the Company (A) has complied with its obligations under this Section 6.02, including the obligations set forth in Section 6.02(e), (B) pays, or causes to be paid, to Parent any non-public information concerning the Company Termination Fee payable pursuant to Section 9.04(b) prior to or its Subsidiaries provided to concurrently with such third partytermination and (C) concurrently with such termination, which was not previously provided to Parent. enters into a definitive Alternative Acquisition Agreement that documents the terms and conditions of such Superior Proposal. (e) Notwithstanding anything to the contrary contained in this Agreement, the Company shall not be entitled to terminate this Agreement pursuant to Section 6.02(d) or Section 8.01(d)(i) unless (x) the Company shall have provided to Parent four (4) Business Days’ prior written notice (the “Superior Proposal Notice”) advising Parent that the Company intends to take such action (and its Representatives may direct specifying, in reasonable detail, the reasons for such action and the material terms and conditions of any Persons such Superior Proposal) and, if applicable, a copy of the relevant proposed transaction agreement and (y): (i) during such four (4) Business Day period, if requested by Parent, the Company shall have engaged in good faith negotiations with Parent regarding changes to the terms of this Agreement intended to cause such Acquisition Proposal to no longer constitute a Superior Proposal; and (ii) the Company shall have considered any adjustments to this AgreementAgreement (including a change to the price terms hereof) and any other agreements that may be proposed in writing by Parent (such most recent adjustments, including the specific provisions “Proposed Changed Terms”) no later than 5:00 p.m., New York City time, on the fourth (4th) Business Day of such four (4) Business Day period and shall have determined in good faith (after consultation with its outside legal counsel) that the Superior Proposal would continue to constitute a Superior Proposal if such Proposed Changed Terms were to be given effect. For the avoidance of doubt, (A) if Parent, within four (4) Business Days following its receipt of a Superior Proposal Notice makes an offer that, as determined in good faith by the Company Board (after consultation with its outside counsel) results in the applicable Acquisition Proposal no longer being a Superior Proposal, then the Company shall have no right to terminate this SECTION 5.2Agreement pursuant to Section 6.02(d) or Section 8.01(d)(i) as a result of such Acquisition Proposal, and (B) any (1) material revisions to the terms of a Superior Proposal or (2) material revisions to an Acquisition Proposal that the Company Board had determined no longer constitutes a Superior Proposal, shall constitute a new Acquisition Proposal and shall in each case require the Company to deliver to Parent a new Superior Proposal Notice and a new four (4) Business Day period shall commence thereafter. (cf) The Company shall as promptly as practicable (and in any event within 24 hours) advise Parent orally or in writing in the event that the Company receives any Acquisition Proposal or any inquiry, proposal or request for information that would reasonably be expected to lead to or result in an Acquisition Proposal, and in connection with such notice, provide to Parent the material terms and conditions (including the identity of the Third Party making any such Acquisition Proposal) of any such Acquisition Proposal. The Company shall (i) promptly (and in any event within twenty-four (24) hours) notify Parent of any material change to the Company’s (or any of its Representatives’) receipt terms of any such Acquisition Proposal or any offer that would reasonably be expected determination by the Company Board pursuant to lead to an Acquisition ProposalSection 6.02(b), (ii) promptly notify Parent of (A) any material negotiation sessions between such Third Party or of any request for discussionits Representatives on the one hand, negotiation or information relating to and the Company or any its Representatives, on the other hand, including providing a summary of its Subsidiaries or for access to the businessall material items discussed in such negotiation session, properties, assets, books or records of and (B) if the Company or any of its Subsidiaries by any third party that would reasonably be expected such Third Party has decided to lead to an Acquisition Proposal, which notification shall include a copy of the applicable written Acquisition Proposal (or, if oral, the material terms and conditions of such Acquisition Proposal) and the identity of the third party making such Acquisition Proposal. The Company shall thereafter keep Parent reasonably informed on a reasonably current basis of the status of any material developments, discussions or negotiations regarding any such Acquisition Proposal, and the material terms and conditions thereof (including any change in price or form of consideration or other material amendment thereto), including by providing a copy of material documentation relating thereto that is exchanged between the third party (or its Representatives) making not pursue such Acquisition Proposal and the Company (or its Representativesiii) provide to Parent as soon as practicable (and in any event within twenty-four (24) hours hours) after receipt thereofor delivery thereof of any written indication of interest (or amendment thereto) or any written material that constitutes an offer (or amendment thereto) including copies of any proposed Alternative Acquisition Agreements and any financing commitments related thereto. (dg) The Nothing contained in this Agreement shall prohibit the Company agrees or the Company Board, directly or indirectly through their respective Representatives, from (i) taking and disclosing any position or disclosing any information reasonably required under Rule 14d-9, Rule 14e-2(a) or Item 1012(a) of Regulation M-A promulgated under the Exchange Act or (ii) making any “stop, look and listen” communication to enforcethe Company’s stockholders pursuant to Rule 14d-9(f) promulgated under the Exchange Act; provided, and not to release or permit the release of any Person from, or to modify or waive or permit the waiver or termination of any provision ofthat in all cases, any Acceptable Confidentiality Agreement (including any standstill such action or similar provisions contained thereindisclosure shall comply with Section 6.02(c) and Section 6.02(d), other than to the extent the Company Board determines in good faith, after consultation with outside legal counsel, that failure to provide such waiver, release or termination would reasonably be expected to be inconsistent with its fiduciary duties under applicable Law.

Unsolicited Proposals. (a) Subject to SECTION 5.3(b) and SECTION 5.3(c) and except Except as expressly permitted by this SECTION 5.2Section 6.02, from the date of this Agreement until the earlier to occur consummation of the Effective Time or Offer or, if earlier, the termination of this Agreement in accordance with ARTICLE VIIits terms, the Company shall not, and shall cause the Company shall cause Subsidiaries, its Subsidiaries not to, and the Company shall direct their respective Affiliates and use its reasonable best efforts to cause its directors, officers, employees, investment bankers, attorneys, accountants and other advisors, agents and representatives (collectively, the “Representatives”) and its Subsidiaries’ Representatives not to, directly or indirectly (other than with respect to Parent and Merger Sub), (i) solicit, initiate, knowingly facilitate solicit or knowingly encourage or knowingly facilitate the making of any inquiriesAcquisition Proposal or any inquiry, proposals proposal or offers that constitute, or request for information that could reasonably be expected to lead to, or result in, an Acquisition Proposal, (ii) other than informing Third Parties of the existence of the provisions contained in this Section 6.02, engage inin negotiations or discussions with, continue or otherwise participate furnish any information concerning the Company or any of the Company Subsidiaries to, any Third Party who has made, or in any discussions or negotiations with any third party regarding response to, an Acquisition Proposal or any inquiry, proposal or offer request for information that could reasonably be expected to lead to an Acquisition Proposalto, or furnish to any third party information or provide to any third party access to the businessesresult in, properties, assets or personnel of the Company or any of its Subsidiaries, in each case in connection with an Acquisition Proposal or any inquiry, proposal or offer that could reasonably be expected to lead to an Acquisition Proposal, or for the purpose of encouraging or facilitating an Acquisition Proposal, (iii) enter into grant any letter of intentwaiver, agreement, contract, commitment amendment or release under any standstill or confidentiality agreement in principle (other than an Acceptable Confidentiality Agreement in accordance with this SECTION 5.2) with respect to an Acquisition Proposal or enter into any agreement, contract or commitment requiring the Company to abandon, terminate or fail to consummate the transactions contemplated by this Agreement, (iv) approve, support, adopt or recommend any Acquisition Proposal, or (v) resolve or agree to do any of the foregoing. From and after Promptly following the execution and delivery of this AgreementAgreement on the date hereof , the Company shall, and shall cause its Subsidiaries to, and shall direct the Company’s and its Subsidiaries’ Representatives to, (A) immediately cease and terminate any cause to be terminated all existing discussions or negotiations with any third party, theretofore conducted by of the Company, its Subsidiaries or Affiliates and its and their respective Representatives with any Person conducted heretofore with respect to an any Acquisition Proposal Proposal, or any inquiry, inquiry or proposal or offer that could reasonably be expected to lead to to, or result in, an Acquisition Proposal, (B) terminate access by any third party Third Party to any physical or electronic data room or other access to data or information of the Company, in each case relating to any potential Acquisition Transaction (C) request the prompt return or destruction of any confidential information provided to any Third Party within the twelve (12) months immediately preceding the date of this Agreement in connection with a proposed Acquisition Transaction and (D) enforce the provisions of any Acquisition Proposal existing confidentiality or non-disclosure agreement entered into with respect to any potential Acquisition Proposal, and (C) promptly following the date hereof the Company shall request that all non-public information previously provided by or on behalf of the Company or any of its Subsidiaries to any such third party be returned or destroyed in accordance with the applicable Acceptable Confidentiality AgreementTransaction. It is agreed that (1) any violation of the restrictions set forth in this SECTION 5.2(aSection 6.02.(a) by any officer, director or employee of the Company or any of its Subsidiaries shall constitute a breach of this SECTION 5.2 by the Company and (2) any inquiry, proposal or offer that results from any material violation of the foregoing restrictions by any Representative of the Company or any of its Subsidiaries (other than such Representatives included in Affiliates shall constitute a breach of this Section 6.02.(a) by the foregoing clause (1)) shall be deemed to be not in compliance with this SECTION 5.2Company. (b) Notwithstanding anything to the contrary contained in this Agreement, if, if at any time on or after the date hereof and prior to obtaining the Company Stockholder Approvalconsummation of the Offer, (i) the Company receives a bona fide an unsolicited written Acquisition Proposal from a third party, (ii) such which Acquisition Proposal was made after the date of this Agreement and did not result from a material breach of this SECTION 5.2 Section 6.02), the Company and (iii) the Company Board and/or their Representatives may, subject to compliance with this Section 6.02.(b), engage in negotiations or discussions with, or furnish any information and reasonable access to, such Third Party making such Acquisition Proposal and/or its Representatives or potential financing sources if the Company Board determines in good faith, after consultation with its financial advisor and the Company’s outside legal counselcounsel and financial advisor, and based on information then available, that such Acquisition Proposal constitutes, or would could reasonably be expected to lead to, or result in, a Superior Proposal; provided, then that (i) prior to furnishing any non-public information, the Company shall notify receives from such Third Party an executed Acceptable Confidentiality Agreement and (ii) any such non-public information so furnished has been previously provided or made available to Parent in writing of such determination or is provided or made available to Parent promptly after the Company Board makes such determination (and in any event within twenty-four (2424 hours) hours after making such determination) and the Company may (A) furnish information and data with respect to the Company and its Subsidiaries to the third party making such Acquisition Proposal and afford such third party access to the businesses, properties, assets and personnel of the Company and its Subsidiaries pursuant to an Acceptable Confidentiality Agreement and (B) enter into, maintain and participate in discussions or negotiations with the third party making such Acquisition Proposal regarding such Acquisition Proposal or otherwise cooperate with or assist or participate in, or facilitate, any such discussions or negotiations; provided, however, that the Company will substantially concurrently provide to Parent any non-public information concerning the Company or its Subsidiaries provided it is so furnished to such third party, which was not previously provided to ParentThird Party. Notwithstanding anything to the contrary contained in this Agreement, the Company may, following the receipt of an Acquisition Proposal, contact the Third Party that has made such Acquisition Proposal to (i) clarify and its Representatives may direct any Persons understand the terms and conditions thereof to this Agreementfacilitate the Company Board’s (or committee’s) determination with respect to whether such Acquisition Proposal constitutes, including or could reasonably be expected to lead to, or result in, a Superior Proposal and (ii) inform such Third Party of the specific provisions of this SECTION 5.2Section 6.02. (c) The Except as otherwise provided in the last sentence of this Section 6.02.(c) or in Section 6.02.(d), until the termination of this Agreement, neither the Company Board nor any committee thereof shall as promptly as practicable (and i) (A) withhold, withdraw (or not continue to make), qualify or modify (or publicly propose or resolve to withhold, withdraw (or not continue to make), qualify or modify in any event manner adverse to Parent) in any manner, the Board Recommendation, (B) take any action to exempt any Person (other than Parent and its Affiliates) from any applicable state takeover statute, (C) approve, adopt or recommend any Acquisition Proposal, or propose publicly to approve, adopt or recommend, any Acquisition Proposal, (D) fail to publicly reaffirm the Board Recommendation within twenty-four (244) hoursBusiness Days after Parent so requests in writing, or (E) notify Parent fail to recommend against any Acquisition Proposal subject to Regulation 14D under the Exchange Act in a Solicitation/Recommendation Statement on Schedule 14D-9 within ten (10) Business Days after the commencement of such Acquisition Proposal (any action described in this clause (i) being referred to as a “Change in Recommendation”) or (ii) allow the Company’s (Company or any of its Representatives’the Company Subsidiaries to execute or enter into any letter of intent, memorandum of understanding, agreement in principle, merger agreement, acquisition agreement, option agreement, joint venture agreement, alliance agreement, partnership agreement or similar agreement or arrangement (other than an Acceptable Confidentiality Agreement) receipt of with any Third Party providing for an Acquisition Proposal Transaction or potential Acquisition Transaction or requiring the Company to abandon, terminate or fail to consummate the Merger or any offer of the other Transactions, or requiring the Company to fail to comply with this Section 6.02 (an “Alternative Acquisition Agreement”). Notwithstanding anything to the contrary contained in this Agreement, at any time prior to the consummation of the Offer, in the event a material development, event, fact, occurrence or material change in circumstances (other than an Acquisition Proposal) occurs or arises after the date of this Agreement that was not known or reasonably foreseeable by the Company Board as of the date of this Agreement, the Company Board may make a Change in Recommendation if the Company Board determines, after consultation with its outside legal counsel, that the failure to take such action would reasonably be expected to lead be inconsistent with the Company Board’s fiduciary duties under applicable Law; provided, that the Company has provided Parent four (4) Business Days’ prior written notice advising Parent that it intends to take such action and specifying, in reasonable detail, the reasons for such action. (d) Notwithstanding anything to the contrary contained in this Agreement, but subject to Section 6.02.(e), at any time prior to the consummation of the Offer if, in response to an Acquisition Proposal, or of any request for discussion, negotiation or information relating to the Company or any of its Subsidiaries or for access to the business, properties, assets, books or records of the Company or any of its Subsidiaries by any third party that would reasonably be expected to lead to an Acquisition Proposal, which notification shall include a copy of the applicable unsolicited written Acquisition Proposal made after the date of this Agreement that did not result from a material breach of this Section 6.02, the Company Board determines in good faith (orafter consultation with its outside legal counsel and financial advisor) that (i) such Acquisition Proposal constitutes a Superior Proposal and (ii) the failure to approve or recommend such Superior Proposal would be reasonably likely to be inconsistent with the Company Board’s fiduciary duties under applicable Law, if oralthe Company may make a Change in Recommendation and/or terminate this Agreement pursuant to Section 8.01.(d)(i) and this Section 6.02.(d) to enter into an Alternative Acquisition Agreement with respect to such Superior Proposal; provided, however, that the Company may not terminate this Agreement pursuant to Section 8.01.(d)(i) and this Section 6.02.(d) unless (y) the Company has complied in all material respects with its obligations under this Section 6.02, including to its obligations set forth in Section 6.02.(e), and (z) the Company pays, or causes to be paid, to Parent, the Termination Fee payable pursuant to Section 9.04.(b) concurrently with such termination. (e) Notwithstanding anything to the contrary contained in this Agreement, the Company Board shall not make a Change in Recommendation pursuant to Section 6.02.(d) and the Company shall not be entitled to terminate this Agreement pursuant to Section 8.01.(d)(i) and Section 6.02.(d) unless (x) the Company shall have provided to Parent four (4) Business Days’ prior written notice (the “Superior Proposal Notice”) advising Parent that the Company intends to take such action (and specifying, in reasonable detail, the material terms and conditions of any such Superior Proposal and, if applicable and not prohibited by the terms of any confidentiality or non-disclosure agreement to which the Company is a party as of the date hereof, providing a copy of the relevant proposed transaction agreement (it being understood that, in the event of any change in the per share consideration or form of consideration offered under, or any other material amendment or modification of any Acquisition Proposal, the time periods in this Section 6.02.(e) shall be extended by two (2) additional Business Days) and (y): (i) during such four (4) Business Day period, if requested by Parent, the Company shall have engaged in good faith negotiations with Parent regarding changes to the terms of this Agreement intended to cause such Acquisition Proposal to no longer constitute a Superior Proposal; and (ii) the Company Board shall have considered any adjustments to this Agreement (including a change to the price terms hereof), the Equity Commitment Letter and any other adjustments that may be irrevocably proposed in writing by Parent (the most recent such adjustments, the “Proposed Changed Terms”) no later than 5:00 p.m., Philadelphia, Pennsylvania time, on the on the fourth (4th) Business Day of such four (4) Business Day period and shall have determined in good faith (after consultation with its outside legal counsel and financial advisor) that the Superior Proposal would continue to constitute a Superior Proposal if the Proposed Changed Terms were to be given effect. For the avoidance of doubt, if Parent, within four (4) Business Days following its receipt of a Superior Proposal Notice, makes an irrevocable written offer that, as determined in good faith by the Company Board (after consultation with its outside legal counsel and financial advisor) results in the applicable Acquisition Proposal no longer being a Superior Proposal, then the Company Board shall have no right to make a Change in Recommendation pursuant to Section 6.02.(d) and the Company shall have no right to terminate this Agreement pursuant to Section 8.01.(d)(i) or Section 6.02.(d) as a result of such Acquisition Proposal, unless such Acquisition Proposal is subsequently determined by the Company Board (after consultation with its outside legal counsel and financial advisor) to be a Superior Proposal in accordance with Section 6.02.(d), in which case Section 6.02.(e) shall apply to such determination. (f) The Company shall promptly (and in any event within 24 hours) advise Parent in writing in the event that the Company receives any Acquisition Proposal, and in connection with such notice, if applicable, provide to Parent the material terms and conditions (including, unless prohibited by the terms of any confidentiality or non-disclosure agreement existing as of the date of this Agreement, the identity of the Person making any such Acquisition Proposal) and the identity of the third party making any such Acquisition Proposal. The Company shall thereafter (i) keep Parent reasonably informed on a reasonably current basis of the status of any material developments, discussions or negotiations regarding any such Acquisition Proposal, (ii) promptly (and in any event within 24 hours) notify Parent in writing of any material change to the material terms and conditions thereof (including of any change in price such Acquisition Proposal or form of consideration or other material amendment theretoany determination by the Company Board pursuant to Section 6.02.(b), including by providing a copy (iii) promptly (and in any event within 24 hours) notify Parent in writing if, to the Company’s Knowledge, such Third Party has advised the Company in writing of material documentation relating thereto that is exchanged between the third party (or its Representatives) making final decision not to pursue such Acquisition Proposal and the Company (iv) provide to Parent as soon as practicable (and in any event within 24 hours) after receipt or delivery thereof of any written indication of interest (or its Representativesamendment thereto) within twenty-four or any written material that constitutes an Acquisition Proposal (24or amendment thereto) hours after receipt thereofincluding copies of any proposed Alternative Acquisition Agreements and any financing commitments related thereto. (dg) The Nothing contained in this Agreement shall prohibit the Company agrees or the Company Board, directly or indirectly through their respective Representatives, from (i) taking and disclosing any position or disclosing any information reasonably required under Rule 14d-9, Rule 14e-2(a) or Item 1012(a) of Regulation M-A promulgated under the Exchange Act (or any similar communication to enforcestockholders in connection with the making or amendment of a tender offer or exchange offer), (ii) making any “stop, look and listen” communication to the Company’s stockholders pursuant to Rule 14d-9(f) promulgated under the Exchange Act, (iii) the accurate disclosure of factual information regarding the business, financial condition or results of operations of the Company or (iv) the accurate disclosure of the fact that an Acquisition Proposal has been made, the identity of the party making such Acquisition Proposal, the material terms of such Acquisition Proposal and/or the operation of this Agreement with respect thereto; provided, that in all cases, no Change in Recommendation may be made unless the Company shall have first complied with its obligations under Section 6.02.(c), Section 6.02.(d), and not to release or permit the release of any Person from, or to modify or waive or permit the waiver or termination of any provision of, any Acceptable Confidentiality Agreement (including any standstill or similar provisions contained thereinSection 6.02.(e), other than to the extent the Company Board determines in good faith, after consultation with outside legal counsel, that failure to provide such waiver, release or termination would reasonably be expected to be inconsistent with its fiduciary duties under applicable Law.

Unsolicited Proposals. (a) Subject to SECTION Section 5.3(b) and SECTION Section 5.3(c) and except as expressly permitted by this SECTION Section 5.2, until the earlier to occur of the Effective Time or the termination of this Agreement in accordance with ARTICLE Article VII, the Company shall not, and the Company shall cause its Subsidiaries not to, and the Company shall direct and use its reasonable best efforts to cause its directors, officers, employees, investment bankers, attorneys, accountants and other advisors, agents and representatives (collectively, the “Representatives”) Representatives and its Subsidiaries’ Representatives not to, directly or indirectly (other than with respect to Parent and Merger SubPurchaser), (i) solicit, initiate, knowingly facilitate or knowingly encourage any inquiries, proposals or offers that constitute, or that could reasonably be expected to lead to, an Acquisition Proposal, (ii) engage in, continue or otherwise participate in any discussions or negotiations with any third party regarding an Acquisition Proposal or any inquiry, proposal or offer that could reasonably be expected to lead to an Acquisition Proposal, or furnish to any third party information or provide to any third party access to the businesses, properties, assets or personnel of the Company or any of its Subsidiaries, in each case in connection with an Acquisition Proposal or any inquiry, proposal or offer that could reasonably be expected to lead to an Acquisition Proposal, or for the purpose of encouraging or facilitating an Acquisition Proposal, (iii) enter into any letter of intent, agreement, contract, commitment or agreement in principle (other than an Acceptable Confidentiality Agreement in accordance with this SECTION Section 5.2) with respect to an Acquisition Proposal or enter into any agreement, contract or commitment requiring the Company to abandon, terminate or fail to consummate the transactions contemplated by this Agreement, (iv) approve, support, adopt or recommend any Acquisition Proposal, or (v) resolve or agree to do any of the foregoing. From and after the execution of this Agreement, the Company shall, and shall cause its Subsidiaries to, and shall direct the Company’s and its Subsidiaries’ Representatives to, (A) immediately cease and terminate any existing discussions or negotiations with any third party, theretofore conducted by the Company, its Subsidiaries or their respective Representatives with respect to an Acquisition Proposal or any inquiry, proposal or offer that could reasonably be expected to lead to an Acquisition Proposal, (B) terminate access by any third party to any physical or electronic data room or other access to data or information of the Company, in each case relating to or in connection with any Acquisition Proposal or any potential Acquisition Proposal, and (C) promptly following the date hereof the Company shall request that all non-public information previously provided by or on behalf of the Company or any of its Subsidiaries to any such third party be returned or destroyed in accordance with the applicable Acceptable Confidentiality Agreement. It is agreed that (1) any violation of the restrictions set forth in this SECTION 5.2(a) by any officer, director or employee of the Company or any of its Subsidiaries shall constitute a breach of this SECTION 5.2 by the Company and (2) any inquiry, proposal or offer that results from any material violation of the foregoing restrictions by any Representative of the Company or any of its Subsidiaries (other than such Representatives included in the foregoing clause (1)) shall be deemed to be not in compliance with this SECTION 5.2. (b) Notwithstanding anything to the contrary contained in this Agreement, if, at any time on or after the date hereof prior to obtaining the Company Stockholder Approval, (i) the Company receives a bona fide written Acquisition Proposal from a third party, (ii) such Acquisition Proposal did not result from a breach of this SECTION 5.2 and (iii) the Company Board determines in good faith, after consultation with its financial advisor and outside legal counsel, that such Acquisition Proposal constitutes, or would reasonably be expected to lead to, a Superior Proposal, then the Company shall notify Parent in writing of such determination promptly after the Company Board makes such determination (and in any event within twenty-four (24) hours after making such determination) and the Company may (A) furnish information and data with respect to the Company and its Subsidiaries to the third party making such Acquisition Proposal and afford such third party access to the businesses, properties, assets and personnel of the Company and its Subsidiaries pursuant to an Acceptable Confidentiality Agreement and (B) enter into, maintain and participate in discussions or negotiations with the third party making such Acquisition Proposal regarding such Acquisition Proposal or otherwise cooperate with or assist or participate in, or facilitate, any such discussions or negotiations; provided, however, that the Company will substantially concurrently provide to Parent any non-public information concerning the Company or its Subsidiaries provided to such third party, which was not previously provided to Parent. Notwithstanding anything to the contrary contained in this Agreement, the Company and its Representatives may direct any Persons to this Agreement, including the specific provisions of this SECTION 5.2. (c) The Company shall as promptly as practicable (and in any event within twenty-four (24) hours) notify Parent of the Company’s (or any of its Representatives’) receipt of any Acquisition Proposal or any offer that would reasonably be expected to lead to an Acquisition Proposal, or of any request for discussion, negotiation or information relating to the Company or any of its Subsidiaries or for access to the business, properties, assets, books or records of the Company or any of its Subsidiaries by any third party that would reasonably be expected to lead to an Acquisition Proposal, which notification shall include a copy of the applicable written Acquisition Proposal (or, if oral, the material terms and conditions of such Acquisition Proposal) and the identity of the third party making such Acquisition Proposal. The Company shall thereafter keep Parent reasonably informed on a reasonably current basis of the status of any material developments, discussions or negotiations regarding any such Acquisition Proposal, and the material terms and conditions thereof (including any change in price or form of consideration or other material amendment thereto), including by providing a copy of material documentation relating thereto that is exchanged between the third party (or its Representatives) making such Acquisition Proposal and the Company (or its Representatives) within twenty-four (24) hours after receipt thereof. (d) The Company agrees to enforce, and not to release or permit the release of any Person from, or to modify or waive or permit the waiver or termination of any provision of, any Acceptable Confidentiality Agreement (including any standstill or similar provisions contained therein), other than to the extent the Company Board determines in good faith, after consultation with outside legal counsel, that failure to provide such waiver, release or termination would reasonably be expected to be inconsistent with its fiduciary duties under applicable Law.Confidentiality

Unsolicited Proposals. (a) Subject to SECTION 5.3(bSection 6.03(b) and SECTION 5.3(cSection 6.03(c) and except as expressly permitted by this SECTION 5.2Section 6.02, from the date hereof (the “No-Shop Period Start Date”) until the earlier to occur of the Effective Time or the termination of this Agreement in accordance with ARTICLE VII, pursuant to Section 8.01: (i) the Company shall not, and the Company shall cause its Subsidiaries and its and its Subsidiaries’ directors and officers not to, and the Company shall direct and use its reasonable best efforts to cause its directors, officers, employees, investment bankers, attorneys, accountants and other advisors, agents and representatives (collectively, the “Representatives”) and its Subsidiaries’ other Representatives not to, directly or indirectly (other than with respect to Parent and Merger Sub), (iA) solicit, initiate, knowingly facilitate or knowingly encourage any inquiries, proposals or offers that constitute, or that could would reasonably be expected to lead to, an Acquisition ProposalProposal (it being agreed that supplying non-public information in the ordinary course of business shall not be prohibited), (iiB) engage in, continue or otherwise participate in any discussions discussions, solicitations or negotiations with any third party Third Party regarding an Acquisition Proposal or any inquiry, proposal or offer that could reasonably be expected to lead to an Acquisition Proposal, or furnish to any third party Third Party information or provide to any third party Third Party access to the businesses, properties, assets or personnel of the Company or any of its Subsidiaries, in each case in connection with for the purpose of knowingly encouraging or knowingly facilitating an Acquisition Proposal or any inquiry, proposal (C) enter into or offer that could reasonably be expected agree to lead to an Acquisition Proposal, or for the purpose of encouraging or facilitating an Acquisition Proposal, (iii) enter into any letter of intent, merger agreement, contractacquisition agreement, commitment or other similar agreement in principle (other than an Acceptable Confidentiality Agreement in accordance with pursuant to this SECTION 5.2Section 6.02) with respect to an Acquisition Proposal or enter into or agree to enter into any agreement, contract or commitment agreement requiring the Company to abandon, terminate or fail to consummate the transactions contemplated by this Agreement, ; (ivii) approve, support, adopt or recommend any Acquisition Proposal, or (v) resolve or agree to do any of the foregoing. From and after the execution of this Agreement, the Company shall, and shall cause its Subsidiaries to, and shall direct and use reasonable best efforts to cause the Company’s and its Subsidiaries’ Representatives to, (A) immediately cease and terminate any existing discussions or negotiations with any third party, Third Party theretofore conducted by the Company, its Subsidiaries or their respective Representatives with respect to an Acquisition Proposal or any inquiry, proposal or offer that could reasonably be expected to lead to an Acquisition Proposal, (B) terminate access by any third party to any physical or electronic data room or other access to data or information of the Company, in each case relating to or in connection with any Acquisition Proposal or any potential Acquisition Proposal, and (C) promptly following the date hereof No-Shop Period Start Date (and in any event within forty-eight hours), the Company shall request that all non-public information previously provided by or on behalf of the Company or any of its Subsidiaries to any such third party Third Party be returned or destroyed in accordance with the applicable Acceptable Confidentiality Agreement. It is agreed that confidentiality agreement in place with such Third Party; and (1iii) any violation of the restrictions set forth in this SECTION 5.2(a) by any officer, director or employee of the Company shall enforce, and will not waive, terminate or modify, any provision of any standstill or confidentiality agreement that prohibits or purports to prohibit a proposal being made to the Company Board (or any of its Subsidiaries shall constitute a breach of this SECTION 5.2 by committee thereof) unless the Company Board has determined in good faith, after consultation with its outside counsel, that the failure to take such action (A) would prohibit the counterparty from making a confidential Acquisition Proposal to the Company Board and (2B) any inquiry, proposal or offer that results from any material violation of the foregoing restrictions by any Representative of the Company or any of would be inconsistent with its Subsidiaries (other than such Representatives included in the foregoing clause (1)) shall be deemed to be not in compliance with this SECTION 5.2fiduciary duties under Applicable Law. (b) Notwithstanding anything to the contrary contained in this Agreement, if, at any time on or after the date hereof hereof, but prior to obtaining the Company Stockholder Approval, (i) the Company receives a bona fide written Acquisition Proposal from a third partyThird Party, (ii) such Acquisition Proposal did not result from a material breach of this SECTION 5.2 Section 6.02 and (iii) the Company Board or any committee thereof determines in good faith, after consultation with its financial advisor a Company Financial Advisor and outside legal counsel, that such Acquisition Proposal constitutes, or would reasonably be expected to lead to, a Superior Proposal, then the Company shall notify Parent in writing Company, directly or indirectly through one or more of such determination promptly after the Company Board makes such determination (and in any event within twenty-four (24) hours after making such determination) and the Company its Representatives, may (A) furnish information and data with respect to the Company and its Subsidiaries to the third party Third Party making such Acquisition Proposal and afford such third party Third Party access to the businesses, properties, assets and personnel of the Company and its Subsidiaries pursuant to an Acceptable Confidentiality Agreement and (B) enter into, maintain and participate in discussions or negotiations with the third party Third Party making such Acquisition Proposal regarding such Acquisition Proposal or otherwise cooperate with or assist or participate in, or facilitate, any such discussions or negotiationsnegotiations (including by entering into a customary confidentiality agreement with such Third Party for the purpose of receiving non-public information relating to such Third Party); provided, however, that the Company (1) will substantially concurrently not, and will not permit its Subsidiaries or its or their Representatives to, furnish any non-public information except pursuant to an Acceptable Confidentiality Agreement and (2) will promptly (but in no event later than thirty-six hours after the time it is provided to such Third Party) provide to Parent any material non-public information concerning the Company or its Subsidiaries provided to such third partyThird Party, which was not previously provided to Parent. Notwithstanding anything to the contrary contained in this Agreement, but, with respect to the following clause (x), only prior to obtaining the Stockholder Approval, the Company, directly or indirectly through one or more of its Representatives, may (x) following the receipt of an Acquisition Proposal from a Third Party that did not result from a breach of this Section 6.02, contact such Third Party in order to clarify and understand the terms and conditions of such Acquisition Proposal made by such Third Party in order to permit the Company Board (or any committee thereof) to determine whether such Acquisition Proposal constitutes, or would reasonably be expected to lead to, a Superior Proposal and its Representatives may (y) direct any Persons making inquiry regarding a potential Acquisition Proposal to this Agreement, including the specific provisions of this SECTION 5.2Section 6.02. (c) The From and after the date hereof, the Company shall as promptly as practicable (and but in any no event within twentylater than thirty-four (24) hourssix hours after such receipt) notify Parent in writing of the Company’s (or any of its Representatives’) ’ receipt of any Acquisition Proposal or any offer that would reasonably be expected to lead to an Acquisition Proposal, or of any request for discussion, negotiation or information relating to the Company or any of its Subsidiaries or for access to the business, properties, assets, books or records of the Company or any of its Subsidiaries by any third party that would reasonably be expected to lead to an Acquisition Proposal, which notification shall include a copy of the applicable written Acquisition Proposal (or, if oral, the material terms and conditions of such Acquisition Proposal) and the identity of the third party Third Party making such Acquisition ProposalProposal (provided that, to the extent disclosure of the identity of the Third Party is expressly prohibited by a confidentiality agreement in place as of the date hereof, the Company may not take the actions described in clause (A) or (B) of Section 6.02(b) unless such Third Party waives such prohibition). The Company shall thereafter keep Parent reasonably informed on a reasonably current prompt basis (and in any event within twenty-four hours of any such development) of the status of any material developments, discussions or negotiations regarding any such Acquisition Proposal, and the material terms and conditions thereof (including any change in price or form of consideration or other material amendment thereto), including by providing a copy of material documentation relating thereto that is exchanged between the third party Third Party (or its Representatives) making such Acquisition Proposal and the Company (or its Representatives) within twenty-four (24) hours promptly after receipt thereof. (d) Each of Parent and ▇▇▇▇▇▇ Sub agrees that neither it nor any of their respective Subsidiaries or other Affiliates shall, and that each shall use its reasonable best efforts to cause its and their respective Representatives not to, enter into, or seek to enter into, any agreement, arrangement or understanding with a potential bidding Third Party (or any financing sources or Representatives of such Third Party) that has the purpose or effect of interfering with the Company’s ability to obtain a Superior Proposal from such Third Party (including interfering with the ability of the Company or any financing source to hold discussions and negotiations with such Third Party in connection therewith) in accordance with the rights of the Company under this Agreement; provided, however, that this Section 6.02(d) shall not prevent Parent and Merger Sub from exercising their rights under this Agreement. (e) The Company agrees that if it is made aware of an action by one of its Representatives and does not use its reasonable best efforts to enforceprohibit or terminate such action and such action would constitute a breach of this Section 6.02 if taken by the Company, and not then such action will be deemed to release or permit the release of any Person from, or to modify or waive or permit the waiver or termination of any provision of, any Acceptable Confidentiality Agreement (including any standstill or similar provisions contained therein), other than to the extent constitute a breach by the Company Board determines in good faith, after consultation with outside legal counsel, that failure to provide such waiver, release or termination would reasonably be expected to be inconsistent with its fiduciary duties under applicable Lawof this Section 6.02.

Unsolicited Proposals. (a) Subject to SECTION 5.3(bSection 6.03(b) and SECTION 5.3(cSection 6.03(c) and except as expressly permitted by this SECTION 5.2Section 6.02, until the earlier to occur of the Effective Time or the termination of this Agreement in accordance with ARTICLE VIIpursuant to Section 8.01, beginning on the date hereof: (i) the Company shall not, nor shall the Company permit any of its Subsidiaries to, nor shall the Company authorize or knowingly permit any of its Representatives or any of its Subsidiaries’ Representatives to (and the Company shall cause its Subsidiaries not to, and the Company shall direct and use its reasonable best efforts to cause its directors, officers, employees, investment bankers, attorneys, accountants and other advisors, agents and representatives (collectively, the “Representatives”) and its Subsidiaries’ expressly instruct such Representatives not to), directly or indirectly (other than with respect to Parent and Merger Sub)indirectly, (iA) solicit, initiate, knowingly facilitate or knowingly encourage any inquiries, proposals or offers that constitute, or that could would reasonably be expected to lead to, an Acquisition Proposal, (iiB) engage in, continue or otherwise participate in any discussions or negotiations with any third party Third Party regarding an Acquisition Proposal or any inquiry, proposal or offer that could reasonably be expected to lead to an Acquisition Proposal, or furnish to any third party Third Party information or provide to any third party Third Party access to the businesses, properties, assets or personnel of the Company or any of its Subsidiaries, in each case in connection with an Acquisition Proposal or any inquiry, proposal or offer that could reasonably be expected to lead to an Acquisition Proposal, or for the purpose of knowingly encouraging or knowingly facilitating an Acquisition Proposal, (iiiC) enter into any letter of intent, merger agreement, contractacquisition agreement, commitment or other similar agreement in principle (other than an Acceptable Confidentiality Agreement in accordance with pursuant to this SECTION 5.2Section 6.02) with respect to an Acquisition Proposal or enter into any agreement, contract or commitment agreement requiring the Company to abandon, terminate or fail to consummate the transactions contemplated by this Agreement, or (ivD) approve, support, adopt or recommend approve any Acquisition Proposaltransaction (other than the Merger and other transactions contemplated by this Agreement) under, or any Person (vother than Parent, Merger Sub and their respective Affiliates) resolve or agree to do any becoming an “interested stockholder” under, Section 203 of the foregoing. From and after the execution of this Agreement, DGCL; and (ii) the Company shall, and shall cause its Subsidiaries to, and shall expressly direct the Company’s and its Subsidiaries’ Representatives to, (A) immediately cease and terminate any existing discussions or negotiations with any third party, Third Party theretofore conducted by the Company, its Subsidiaries or their respective Representatives with respect to an Acquisition Proposal or any inquiry, proposal or offer that could reasonably be expected to lead to an Acquisition Proposal, (B) terminate access by any third party to any physical or electronic data room or other access to data or information of the Company, in each case relating to or in connection with any Acquisition Proposal or any potential Acquisition Proposal, and (C) promptly following the date hereof hereof, the Company shall request that all non-public information previously provided by or on behalf of the Company or any of its Subsidiaries to any such third party Third Party be returned or destroyed in accordance with the applicable Acceptable Confidentiality Agreement. It is agreed that (1) any violation of the restrictions set forth confidentiality agreement in this SECTION 5.2(a) by any officer, director or employee of the Company or any of its Subsidiaries shall constitute a breach of this SECTION 5.2 by the Company and (2) any inquiry, proposal or offer that results from any material violation of the foregoing restrictions by any Representative of the Company or any of its Subsidiaries (other than place with such Representatives included in the foregoing clause (1)) shall be deemed to be not in compliance with this SECTION 5.2third party. (b) Notwithstanding anything to the contrary contained in this Agreement, if, at any time on or after the date hereof prior to obtaining the Company Stockholder Approval, (i) the Company receives a bona fide written Acquisition Proposal from a third partyThird Party, (ii) such Acquisition Proposal did not result from a breach of this SECTION 5.2 Section 6.02 and (iii) the Company Board determines in good faith, after consultation with its financial advisor a Company Financial Advisor and outside legal counsel, that such Acquisition Proposal constitutes, or would reasonably be expected to lead to, a Superior Proposal, then the Company shall notify Parent in writing of such determination promptly after the Company Board makes such determination (and in any event within twenty-four (24) hours after making such determination) and the Company may (A) furnish information and data with respect to the Company and its Subsidiaries to the third party Third Party making such Acquisition Proposal and afford such third party Third Party access to the businesses, properties, assets and personnel of the Company and its Subsidiaries pursuant to an Acceptable Confidentiality Agreement and (B) enter into, maintain and participate in discussions or negotiations with the third party Third Party making such Acquisition Proposal regarding such Acquisition Proposal or otherwise cooperate with or assist or participate in, or facilitate, any such discussions or negotiationsnegotiations (including by entering into a customary confidentiality agreement with such Third Party for the purpose of receiving non-public information relating to such Third Party); provided, however, that the Company (1) will substantially concurrently not, and will not permit its Subsidiaries or its or their Representatives to, furnish any non-public information except pursuant to an Acceptable Confidentiality Agreement and (2) will promptly (and in any event within twenty-four (24) hours) provide to Parent any non-public information concerning the Company or its Subsidiaries provided to such third partyThird Party, which was not previously provided to Parent. Notwithstanding anything to the contrary contained in this Agreement, the Company and its Representatives may direct any Persons making inquiry regarding a potential Acquisition Proposal to this Agreement, including the specific provisions of this SECTION 5.2Section 6.02. (c) The Company shall as promptly as practicable (and in any event within twenty-four (24) hours) notify Parent in writing of the Company’s (or any of its Representatives’) ’ receipt of any Acquisition Proposal or any offer that would reasonably be expected to lead to an Acquisition Proposal, or of any request for discussion, negotiation or information relating to the Company or any of its Subsidiaries or for access to the business, properties, assets, books or records of the Company or any of its Subsidiaries by any third party that would reasonably be expected to lead to an Acquisition Proposal, which notification shall include a copy of the applicable written Acquisition Proposal (or, if oral, the material terms and conditions of such Acquisition Proposal) and the identity of the third party Third Party making such Acquisition Proposal. The Company shall thereafter keep Parent reasonably informed on a reasonably current prompt basis of the status of any material developments, discussions or negotiations regarding any such Acquisition Proposal, and the material terms and conditions thereof (including any change in price or form of consideration or other material amendment thereto), including by providing a copy of all documentation and material documentation correspondence relating thereto that is exchanged between the third party Third Party (or its Representatives) making such Acquisition Proposal and the Company (or its Representatives) within twenty-four (24) hours after receipt thereof. (d) The From the date of this Agreement until the earlier to occur of the valid termination of this Agreement in accordance with its terms and the Effective Time, the Company agrees will be required to enforce, and will not be permitted to release waive, terminate, amend or permit the release of any Person fromotherwise modify, or to modify or waive or permit the waiver or termination of any provision of, any Acceptable Confidentiality Agreement (including of any standstill or similar provisions contained therein), other than provision that prohibits or purports to prohibit a proposal being made to the extent Company Board; provided, that the Company shall be permitted to waive, terminate, amend or otherwise modify, waive or fail to enforce any provision of any such confidentiality, “standstill” or similar agreement if the Company Board determines in good faith, faith (after consultation with its outside legal counsel), that the failure to provide take such waiver, release or termination action would reasonably be expected to be inconsistent with its fiduciary duties under applicable Applicable Law. (e) The Company agrees that any breach of this Section 6.02 by any of its Subsidiaries or Representatives will be deemed to be a breach of this Agreement by the Company.

Unsolicited Proposals. (a) Subject to SECTION 5.3(b) and SECTION 5.3(c) and except Except as expressly permitted by this SECTION 5.2Section 6.02, from the date of this Agreement until the earlier to occur consummation of the Effective Time or Offer (including the payment for all Shares and Preferred Shares validly tendered and not withdrawn pursuant to the Offer) or, if earlier, the termination of this Agreement in accordance with ARTICLE VIIits terms, the Company shall not, and shall cause the Company shall cause its Subsidiaries not to, and direct the Company shall direct and use its reasonable best efforts to cause its directors, officers, employees, investment bankers, attorneys, accountants and other advisors, agents and representatives (collectively, the “Representatives”) and its Subsidiaries’ Company’s Representatives not to, directly or indirectly (other than with respect to Parent and Merger Sub), (i) solicit, initiate, knowingly facilitate solicit or knowingly encourage or knowingly facilitate the making of any inquiriesAcquisition Proposal or any inquiry, proposals proposal or offers that constitute, or request for information that could reasonably be expected to lead to, or result in, an Acquisition Proposal, (ii) other than informing Third Parties of the existence of the provisions contained in this Section 6.02, engage inin negotiations or discussions with, continue or otherwise participate furnish any information concerning the Company or any of the Company Subsidiaries to, any Third Party who has made, or in any discussions or negotiations with any third party regarding response to, an Acquisition Proposal or any inquiry, proposal or offer request for information that could reasonably be expected to lead to an Acquisition Proposalto, or furnish to any third party information or provide to any third party access to the businessesresult in, properties, assets or personnel of the Company or any of its Subsidiaries, in each case in connection with an Acquisition Proposal or any inquiry, proposal or offer that could reasonably be expected to lead to an Acquisition Proposal, or for the purpose of encouraging or facilitating an Acquisition Proposal, (iii) enter into any letter of intent, agreement, contract, commitment or agreement in principle (other than an Acceptable Confidentiality Agreement in accordance with this SECTION 5.2) with respect to an Acquisition Proposal or enter into any agreement, contract or commitment requiring the Company to abandon, terminate or fail to consummate the transactions contemplated by this Agreement, (iv) approve, support, adopt or recommend any Acquisition Proposal, or (v) resolve or agree to do any of the foregoing. From and after Promptly following the execution and delivery of this AgreementAgreement on the date hereof, the Company shall, and shall cause its Subsidiaries to, and shall direct the Company’s and its Subsidiaries’ Representatives to, (A) immediately cease and terminate any cause to be terminated all existing discussions or negotiations with any third party, theretofore conducted by of the Company, its Subsidiaries or Affiliates and its and their respective Representatives with any Person conducted heretofore with respect to an any Acquisition Proposal Proposal, or any inquiry, inquiry or proposal or offer that could reasonably be expected to lead to to, or result in, an Acquisition Proposal, (B) terminate access by any third party Third Party to the Data Room or any physical or other electronic data room or other access to data or information of the Company, in each case relating to or in connection with any Acquisition Proposal or any potential Acquisition Proposal, Transaction and (C) promptly following request the prompt return or destruction of any confidential information provided to any Third Party within the twelve (12) months immediately preceding the date hereof the Company shall request that all non-public information previously provided by or on behalf of the Company or any of its Subsidiaries to any such third party be returned or destroyed this Agreement in accordance connection with the applicable Acceptable Confidentiality Agreementa proposed Acquisition Transaction. It is agreed that (1) any violation of the restrictions set forth in this SECTION 5.2(aSection 6.02(a) by any officer, director or employee of the Company or any of its Subsidiaries shall constitute a breach of this SECTION 5.2 by the Company and (2) any inquiry, proposal or offer that results from any material violation of the foregoing restrictions by any Representative of the Company or any of its Subsidiaries (other than such Representatives included in Affiliates shall constitute a breach of this Section 6.02(a) by the foregoing clause (1)) Company. Notwithstanding anything herein to the contrary, the Company shall be deemed permitted to grant waivers of, and not enforce, any standstill provision or similar provision that has the effect of prohibiting the counterparty thereto from making an Acquisition Proposal solely (x) in order to permit the counterparty thereto to make a non-public Acquisition Proposal or (y) to the extent the Company Board determines in good faith, after consultation with the Company’s outside legal counsel and financial advisor, that failure to do so would be reasonably likely to be not in compliance inconsistent with this SECTION 5.2the Company Board’s fiduciary duties under Applicable Law. (b) Notwithstanding anything to the contrary contained in this Agreement, if, if at any time on or after the date hereof and prior to obtaining the Company Stockholder Approvalconsummation of the Offer, (i) the Company receives a bona fide an unsolicited written Acquisition Proposal from a third party, (ii) such which Acquisition Proposal was made after the date of this Agreement and did not result from a material breach of this SECTION 5.2 Section 6.02), the Company and (iii) the Company Board and/or their Representatives may, subject to compliance with this Section 6.02(b), engage in negotiations or discussions with, or furnish any information and reasonable access to, such Third Party making such Acquisition Proposal and/or its Representatives or potential financing sources if the Company Board determines in good faith, after consultation with its financial advisor and the Company’s outside legal counselcounsel and financial advisor, and based on information then available, that such Acquisition Proposal constitutes, or would could reasonably be expected to lead to, or result in, a Superior Proposal; provided, then that (i) prior to furnishing any non-public information, the Company shall notify receives from such Third Party an executed Acceptable Confidentiality Agreement and (ii) any such non-public information so furnished has been previously provided or made available to Parent in writing of such determination or is provided or made available to Parent promptly after the Company Board makes such determination (and in any event within twenty-four (2424 hours) hours after making such determination) and the Company may (A) furnish information and data with respect to the Company and its Subsidiaries to the third party making such Acquisition Proposal and afford such third party access to the businesses, properties, assets and personnel of the Company and its Subsidiaries pursuant to an Acceptable Confidentiality Agreement and (B) enter into, maintain and participate in discussions or negotiations with the third party making such Acquisition Proposal regarding such Acquisition Proposal or otherwise cooperate with or assist or participate in, or facilitate, any such discussions or negotiations; provided, however, that the Company will substantially concurrently provide to Parent any non-public information concerning the Company or its Subsidiaries provided it is so furnished to such third party, which was not previously provided to ParentThird Party. Notwithstanding anything to the contrary contained in this Agreement, the Company may, following the receipt of an Acquisition Proposal, contact the Third Party that has made such Acquisition Proposal to (i) clarify and its Representatives may direct any Persons understand the terms and conditions thereof to this Agreementfacilitate the Company Board’s (or committee’s) determination with respect to whether such Acquisition Proposal constitutes, including or could reasonably be expected to lead to, or result in, a Superior Proposal and (ii) inform such Third Party of the specific provisions of this SECTION 5.2Section 6.02. (c) The Except as otherwise provided in the last sentence of this Section 6.02(c) or in Section 6.02(d), until the termination of this Agreement, neither the Company Board nor any committee thereof shall as promptly as practicable (and i) (A) withhold, withdraw (or not continue to make), qualify or modify (or publicly propose or resolve to withhold, withdraw (or not continue to make), qualify or modify in any event within twenty-four manner adverse to Parent) in any manner, the Board Recommendation, (24B) hourstake any action to exempt any Person (other than Parent and its Affiliates) notify Parent of the Company’s from any applicable state takeover statute, (C) approve, adopt or recommend any of its Representatives’) receipt of any Acquisition Proposal or any offer that would reasonably be expected to lead to an Acquisition Proposal, or of propose publicly to approve, adopt or recommend, any request for discussionAcquisition Proposal, negotiation (D) fail to publicly reaffirm the Board Recommendation within four (4) Business Days after Parent so requests in writing, or information relating (E) make any public statement inconsistent with the Board Recommendation (any action described in this clause (i) being referred to as a “Change in Recommendation”) or (ii) allow the Company or any of its Subsidiaries or for access to the business, properties, assets, books or records of the Company Subsidiaries to execute or enter into any letter of intent, memorandum of understanding, agreement in principle, merger agreement, acquisition agreement, option agreement, joint venture agreement, alliance agreement, partnership agreement or similar agreement or arrangement (other than an Acceptable Confidentiality Agreement) with any Third Party providing for an Acquisition Transaction or requiring the Company to abandon, terminate or fail to consummate the Merger or any of its Subsidiaries by the other Transactions, or requiring the Company to fail to comply with this Section 6.02 (an “Alternative Acquisition Agreement”). Notwithstanding anything to the contrary contained in this Agreement, at any third party that would reasonably be expected time prior to lead to the consummation of the Offer, in the event a material development, event, fact, occurrence or material change in circumstances (other than an Acquisition Proposal, which notification shall include a copy ) occurs or arises after the date of the applicable written Acquisition Proposal (or, if oral, the material terms and conditions of such Acquisition Proposal) and the identity of the third party making such Acquisition Proposal. The Company shall thereafter keep Parent this Agreement that was not known or reasonably informed on a reasonably current basis of the status of any material developments, discussions or negotiations regarding any such Acquisition Proposal, and the material terms and conditions thereof (including any change in price or form of consideration or other material amendment thereto), including foreseeable by providing a copy of material documentation relating thereto that is exchanged between the third party (or its Representatives) making such Acquisition Proposal and the Company (or its Representatives) within twenty-four (24) hours after receipt thereof. (d) The Company agrees to enforce, and not to release or permit the release of any Person from, or to modify or waive or permit the waiver or termination of any provision of, any Acceptable Confidentiality Agreement (including any standstill or similar provisions contained therein), other than to the extent the Company Board determines as of the date of this Agreement, the Company Board may make a Change in good faithRecommendation if the Company Board determines, after consultation with its outside legal counsel, that the failure to provide take such waiver, release or termination action would reasonably be expected to be inconsistent with its the Company Board’s fiduciary duties under applicable Law; provided, that the Company has provided Parent four (4) Business Days’ prior written notice advising Parent that it intends to take such action and specifying, in reasonable detail, the reasons for such action. (d) Notwithstanding anything to the contrary contained in this Agreement, but subject to Section 6.02(e), at any time prior to the consummation of the Offer if, in response to an unsolicited written Acquisition Proposal made after the date of this Agreement that did not result from a material breach of this Section 6.02, the Company Board determines in good faith (after consultation with its outside legal counsel and financial advisor) that (i) such Acquisition Proposal constitutes a Superior Proposal and (ii) the failure to approve or recommend such Superior Proposal would be reasonably likely to be inconsistent with the Company Board’s fiduciary duties under applicable Law, the Company may make a Change in Recommendation and/or terminate this Agreement pursuant to Section 8.01(d)(i) and this Section 6.02(d) to enter into an Alternative Acquisition Agreement with respect to such Superior Proposal; provided, however, that the Company may not terminate this Agreement pursuant to Section 8.01(d)(i) and this Section 6.02(d) unless (y) the Company has complied in all material respects with its obligations under this Section 6.02, including to its obligations set forth in Section 6.02(e), and (z) the Company pays, or causes to be paid, to Parent, the Termination Fee payable pursuant to Section 9.04(b) substantially concurrently with such termination. (e) Notwithstanding anything to the contrary contained in this Agreement, the Company Board shall not make a Change in Recommendation pursuant to Section 6.02(d) and the Company shall not be entitled to terminate this Agreement pursuant to Section 8.01(d)(i) and Section 6.02(d) unless (x) the Company shall have provided to Parent three (3) Business Days’ prior written notice (the “Superior Proposal Notice”) advising Parent that the Company intends to take such action and specifying, in reasonable detail, the material terms and conditions of any such Superior Proposal and, if applicable and not prohibited by the terms of any confidentiality or non-disclosure agreement to which the Company is a party as of the date hereof, providing a copy of the relevant proposed transaction agreement (it being understood that, in the event of any change in the per share consideration or form of consideration offered under, or any other material amendment or modification of such Superior Proposal, the time periods in this Section 6.02(e) shall be extended by one (1) additional Business Day) and (y): (i) during such three (3) Business Day period, if requested by Parent, the Company shall have engaged in good faith negotiations with Parent regarding changes to the terms of this Agreement intended to cause such Acquisition Proposal to no longer constitute a Superior Proposal; and (ii) the Company Board shall have considered any adjustments to this Agreement (including a change to the price terms hereof) and any other adjustments that may be irrevocably proposed in writing by Parent (the most recent such adjustments, the “Proposed Changed Terms”) no later than 5:00 p.m., Philadelphia, Pennsylvania time, on the on the third

Unsolicited Proposals. (a) Subject to SECTION 5.3(bSection 6.03(b) and SECTION 5.3(cSection 6.03(c) and except as expressly permitted by this SECTION 5.2, Section 6.02 from the date of this Agreement until the earlier to occur of the Effective Time or the termination of this Agreement in accordance with ARTICLE VII, pursuant to Section 8.01: (i) the Company shall not, and the Company shall cause its Subsidiaries and its and their respective directors, officers and employees not to, and the Company shall direct instruct and use its reasonable best efforts to cause each of its directors, officers, employees, investment bankers, attorneys, accountants and other advisors, agents and representatives (collectively, the “Representatives”) and its Subsidiaries’ Representatives not to, directly or indirectly (other than with respect to Parent and Merger Sub), (iA) solicit, initiate, propose, assist, knowingly facilitate facilitate, or knowingly encourage any inquiries, proposals or offers that constitute, or that could reasonably be expected to lead to, an Acquisition Proposal, (iiB) engage in, continue or otherwise participate in any discussions or negotiations with any third party Third Party regarding an Acquisition Proposal or any inquiry, proposal or offer that could reasonably be expected to lead to an Acquisition Proposal, or furnish to any third party Third Party information or provide to any third party Third Party access to the businesses, properties, assets or personnel of the Company or any of its Subsidiaries, in each case in connection with an Acquisition Proposal or any inquiry, proposal or offer that could reasonably be expected to lead to an Acquisition Proposal, or for the purpose of encouraging or facilitating the making, submission or announcement of any proposal or inquiry that constitutes, or could reasonably be expected to lead to, an Acquisition Proposal, or (iiiC) enter into any letter of intent, agreement, contract, commitment or agreement in principle Alternative Acquisition Agreement (other than an Acceptable Confidentiality Agreement in accordance with or such other permitted confidentiality agreement pursuant to this SECTION 5.2Section 6.02) with respect to an Acquisition Proposal or enter into any agreement, contract or commitment agreement requiring the Company to abandon, terminate or fail to consummate the transactions contemplated by this Agreement, Agreement or (ivD) approve, support, adopt endorse or recommend any proposal that constitutes, or could reasonably be expected to lead to, an Acquisition Proposal, or ; and (vii) resolve or agree to do any of the foregoing. From and after the execution of this Agreement, the Company shall, and shall cause its Subsidiaries toand its and their respective officers and directors, and shall direct the Company’s instruct and use reasonable best efforts to cause each of its Subsidiaries’ other Representatives to, (A) immediately cease and terminate any existing discussions or negotiations with any third partyThird Party that would be prohibited by this Section 6.02(a) and, theretofore conducted by the Company, its Subsidiaries or their respective Representatives with respect to an Acquisition Proposal or any inquiry, proposal or offer that could reasonably be expected to lead to an Acquisition Proposal, (B) terminate access by any third party to any physical or electronic data room or other access to data or information of the Company, in each case relating to or in connection with any Acquisition Proposal or any potential Acquisition Proposal, and (C) promptly within forty-eight hours following the date hereof execution of this Agreement the Company shall request that all non-public information previously provided by or on behalf of the Company or any of its Subsidiaries to any such third party Third Party with whom a confidentiality agreement was entered into during the twelve-month period immediately preceding the date hereof relating to a potential Acquisition Proposal be promptly returned or destroyed in accordance with the applicable Acceptable Confidentiality Agreement. It is agreed that terms of such confidentiality agreement and will (1x) cease providing any violation of further information with respect to the restrictions set forth in this SECTION 5.2(a) by any officerCompany, director or employee of the Company its Subsidiaries, or any of Acquisition Proposal to any such Third Party or its Subsidiaries shall constitute a breach of this SECTION 5.2 by the Company Representatives and (2y) immediately terminate all access granted to any inquiry, proposal such Third Party and its Representatives to any physical or offer that results from any material violation of the foregoing restrictions by any Representative of the Company or any of its Subsidiaries (other than such Representatives included in the foregoing clause (1)) shall be deemed to be not in compliance with this SECTION 5.2electronic data room. (b) Notwithstanding anything to the contrary contained in this Agreement, if, at any time on or after the date hereof hereof, but prior to obtaining the Company Stockholder Approval, (i) the Company receives a bona fide written Acquisition Proposal from a third partyThird Party, (ii) such Acquisition Proposal did not result from a material breach of this SECTION 5.2 Section 6.02(a) and (iii) the Company Board determines or any committee thereof has determined in good faith, after consultation with its financial advisor a Company Financial Advisor and outside legal counsel, that (x) such Acquisition Proposal constitutes, or would reasonably be expected to lead to, a Superior ProposalProposal and (y) the failure to take the actions contemplated by this Section 6.02(b) would be inconsistent with its fiduciary duties pursuant to Applicable Law, then the Company shall notify Parent in writing of such determination promptly after the Company Board makes such determination (and in any event within twenty-four (24) hours after making such determination) and the Company may (A) furnish information and data with respect to the Company and its Subsidiaries to the third party Third Party making such Acquisition Proposal and afford such third party access to the businesses, properties, assets and personnel of the Company (and its Subsidiaries Representatives, including potential financing sources of such Third Party), in each case pursuant to an Acceptable Confidentiality Agreement and (B) enter into, maintain and participate in discussions or negotiations with the third party Third Party making such Acquisition Proposal (and its Representatives, including potential financing sources of such Third Party) regarding such Acquisition Proposal or otherwise cooperate with or assist or participate in, or facilitate, any such discussions or negotiationsnegotiations (including by entering into a customary confidentiality agreement with such Third Party for the purpose of receiving non-public information relating to such Third Party); provided, however, that the Company (1) will not, and will not permit its Subsidiaries or its or their Representatives to, furnish any non-public information except pursuant to an Acceptable Confidentiality Agreement and (2) will substantially concurrently provide to Parent any non-public information concerning the Company or its Subsidiaries provided to such third partyThird Party, which was not previously provided to Parent. Notwithstanding anything to the contrary contained in this Agreement, the Company and its Representatives may direct any Persons to this Agreement, including the specific provisions of this SECTION 5.2Section 6.02. (c) The From and after the date hereof, the Company shall as promptly as practicable (and in any event within twenty-four (24) hours) notify Parent of the Company’s (or any of its Representatives’) receipt of any Acquisition Proposal or any offer that would reasonably be expected to lead to an Acquisition Proposal, or of any request for discussion, negotiation or information relating to the Company or any of its Subsidiaries or for access to the business, properties, assets, books or records of the Company or any of its Subsidiaries by any third party that would reasonably be expected to lead to an Acquisition Proposal, which notification shall include a copy of the applicable written Acquisition Proposal (or, if oral, the material terms and conditions of such Acquisition Proposal) and the identity of the third party Third Party making such Acquisition Proposal. The Company shall thereafter keep Parent reasonably informed on a reasonably prompt and current basis of the status of any material developments, discussions or negotiations regarding any such Acquisition Proposal, and the material terms and conditions thereof (including any change in price or form of consideration or other material amendment thereto), including by providing a copy of material all documentation relating thereto that is exchanged between the third party Third Party (or its Representatives) making such Acquisition Proposal and the Company (or its Representatives) within twenty-four (24) hours after the Company’s receipt or sending thereof. (d) The Company agrees to enforce, and not to release or permit the release of any Person from, or to modify or waive or permit the waiver or termination of any provision of, any Acceptable Confidentiality Agreement (including any standstill or similar provisions contained therein)provision of any agreement to which any of the Company or any Subsidiary of the Company is a party, other than to the extent that the Company Board or any committee thereof determines in good faith, after consultation with outside legal counsel, that failure to provide such waiver, release or termination would reasonably be expected to be inconsistent with its fiduciary duties under applicable Applicable Law.

Unsolicited Proposals. (a) Subject to SECTION 5.3(b) and SECTION 5.3(c) and except Except as expressly permitted by this SECTION 5.2Section 6.02, from the date of this Agreement until the earlier to occur consummation of the Effective Time or Offer or, if earlier, the termination of this Agreement in accordance with ARTICLE VIIits terms, the Company shall not, and shall cause the Company shall cause Subsidiaries, its Subsidiaries not to, and the Company shall direct their respective Affiliates and use its reasonable best efforts to cause its directors, officers, employees, investment bankers, attorneys, accountants and other advisors, agents and representatives (collectively, the “Representatives”) and its Subsidiaries’ Representatives not to, directly or indirectly (other than with respect to Parent and Merger Sub), (i) solicit, initiate, knowingly facilitate solicit or knowingly encourage or knowingly facilitate the making of any inquiriesAcquisition Proposal or any inquiry, proposals proposal or offers that constitute, or request for information that could reasonably be expected to lead to, or result in, an Acquisition Proposal, (ii) other than informing Third Parties of the existence of the provisions contained in this Section 6.02, engage inin negotiations or discussions with, continue or otherwise participate furnish any information concerning the Company or any of the Company Subsidiaries to, any Third Party who has made, or in any discussions or negotiations with any third party regarding response to, an Acquisition Proposal or any inquiry, proposal or offer request for information that could reasonably be expected to lead to an Acquisition Proposalto, or furnish to any third party information or provide to any third party access to the businessesresult in, properties, assets or personnel of the Company or any of its Subsidiaries, in each case in connection with an Acquisition Proposal or any inquiry, proposal or offer that could reasonably be expected to lead to an Acquisition Proposal, or for the purpose of encouraging or facilitating an Acquisition Proposal, (iii) enter into any letter of intent, agreement, contract, commitment or agreement in principle (other than an Acceptable Confidentiality Agreement in accordance with this SECTION 5.2) with respect to an Acquisition Proposal or enter into any agreement, contract or commitment requiring the Company to abandon, terminate or fail to consummate the transactions contemplated by this Agreement, (iv) approve, support, adopt or recommend any Acquisition Proposal, or (v) resolve or agree to do any of the foregoing. From and after Promptly following the execution of this Agreement, the Company shall, and shall cause its Subsidiaries to, and shall direct the Company’s and its Subsidiaries’ Representatives to, (A) immediately cease and terminate any cause to be terminated all existing discussions or negotiations with any third party, theretofore conducted by of the Company, its Subsidiaries or Affiliates and its and their respective Representatives with any Person conducted heretofore with respect to an any Acquisition Proposal Proposal, or any inquiry, inquiry or proposal or offer that could reasonably be expected to lead to to, or result in, an Acquisition Proposal, (B) terminate access by any third party Third Party to any physical or electronic data room or other access to data or information of the Company, in each case relating to any potential Acquisition Transaction, (C) request the prompt return or destruction of any confidential information provided to any Third Party within the twelve (12) months immediately preceding the date of this Agreement in connection with a proposed Acquisition Transaction and (D) enforce the provisions of any Acquisition Proposal existing confidentiality or non-disclosure agreement entered into with respect to any potential Acquisition ProposalTransaction. Notwithstanding anything herein to the contrary, and (C) promptly following the date hereof the Company shall request be permitted to grant waivers of, and not enforce, any standstill provision or similar provision that all non-public information previously provided by or on behalf has the effect of prohibiting the Company or any of its Subsidiaries to any such third party be returned or destroyed in accordance with the applicable Acceptable Confidentiality Agreementcounterparty thereto from making an Acquisition Proposal. It is agreed that (1) any violation of the restrictions set forth in this SECTION 5.2(aSection 6.02(a) by any officer, director or employee of the Company or any of its Subsidiaries shall constitute a breach of this SECTION 5.2 by the Company and (2) any inquiry, proposal or offer that results from any material violation of the foregoing restrictions by any Representative of the Company or any of its Subsidiaries (other than such Representatives included in Affiliates shall constitute a breach of this Section 6.02(a) by the foregoing clause (1)) shall be deemed to be not in compliance with this SECTION 5.2Company. (b) Notwithstanding anything to the contrary contained in this Agreement, ifif prior to the consummation of the Offer, at any time on or the Company receives an unsolicited written Acquisition Proposal (which Acquisition Proposal was made after the date hereof prior to obtaining the Company Stockholder Approval, (i) the Company receives a bona fide written Acquisition Proposal from a third party, (ii) such Acquisition Proposal of this Agreement and did not result from a material breach of this SECTION 5.2 Section 6.02), the Company and (iii) the Company Board and/or their Representatives may, subject to compliance with this Section 6.02(b), engage in negotiations or discussions with, or furnish any information and reasonable access to, any Third Party making such Acquisition Proposal and/or its Representatives or potential financing sources if the Company Board determines in good faith, after consultation with its financial advisor and the Company’s outside legal counselcounsel and financial advisor, and based on information then available, that such Acquisition Proposal constitutes, or would could reasonably be expected to lead to, or result in, a Superior Proposal; provided, then that (i) prior to furnishing any material nonpublic information, the Company shall notify receives from such Third Party an executed Acceptable Confidentiality Agreement and (ii) any such material nonpublic information so furnished has been previously provided or made available to Parent in writing of such determination or is provided or made available to Parent promptly after the Company Board makes such determination (and in any event within twenty-four one (241) hours Business Day) after making such determination) and the Company may (A) furnish information and data with respect to the Company and its Subsidiaries to the third party making such Acquisition Proposal and afford such third party access to the businesses, properties, assets and personnel of the Company and its Subsidiaries pursuant to an Acceptable Confidentiality Agreement and (B) enter into, maintain and participate in discussions or negotiations with the third party making such Acquisition Proposal regarding such Acquisition Proposal or otherwise cooperate with or assist or participate in, or facilitate, any such discussions or negotiations; provided, however, that the Company will substantially concurrently provide to Parent any non-public information concerning the Company or its Subsidiaries provided it is so furnished to such third party, which was not previously provided to ParentThird Party. Notwithstanding anything to the contrary contained in this Agreement, the Company may, following the receipt of an Acquisition Proposal, contact the Third Party that has made such Acquisition Proposal to clarify and its Representatives may direct any Persons understand the terms and conditions thereof to this Agreementfacilitate the Company Board’s determination with respect to whether such Acquisition Proposal constitutes, including or could reasonably be expected to lead to, or result in, a Superior Proposal (without negotiating or suggesting improvements to the specific provisions terms of this SECTION 5.2such Acquisition Proposal). (c) Except as otherwise provided in the last sentence of this Section 6.02(c) or in Section 6.02(d), until the termination of this Agreement, neither the Company Board nor any committee thereof shall (i) (A) withdraw (or qualify or modify in any manner adverse to Parent), or publicly propose to withdraw (or so qualify or modify), the Board Recommendation, (B) take any action to exempt any Person (other than Parent and its Affiliates) from the provisions of Section 203 of the DGCL or any other applicable state takeover statute or (C) approve, adopt or recommend any Acquisition Proposal, or propose publicly to approve, adopt or recommend, any Acquisition Proposal, (any action described in this clause (i) being referred to as a “Change in Recommendation”) or (ii) allow the Company or any of the Company Subsidiaries to execute or enter into any letter of intent, memorandum of understanding, agreement in principle, merger agreement, acquisition agreement, option agreement, joint venture agreement, alliance agreement, partnership agreement or similar agreement or arrangement (other than an Acceptable Confidentiality Agreement) with any Third Party providing for an Acquisition Transaction or potential Acquisition Transaction, or requiring, or reasonably expected to cause, the Company to abandon, terminate or fail to consummate the Merger or any of the other Transactions, or requiring the Company to fail to comply with this Section 6.02 (an “Alternative Acquisition Agreement”). Notwithstanding anything to the contrary contained in this Agreement, at any time prior to the consummation of the Offer, in the event a material development or material change in circumstances (other than an Acquisition Proposal) occurs or arises after the date of this Agreement that was not known or reasonably foreseeable by the Company Board as of the date of this Agreement, the Company Board may make a Change in Recommendation if the Company Board determines, after consultation with its legal advisor, that the failure to take such action would be inconsistent with the Company Board’s fiduciary duties under Applicable Law; provided, that the Company has provided Parent four (4) Business Days’ prior written notice advising Parent that it intends to take such action and specifying, in reasonable detail, the reasons for such action. (d) Notwithstanding anything to the contrary contained in this Agreement, at any time prior to the consummation of the Offer if, in response to an unsolicited written Acquisition Proposal made after the date of this Agreement that did not result from a material breach of this Section 6.02, the Company Board determines in good faith (after consultation with its outside legal counsel and financial advisor) that (i) such Acquisition Proposal constitutes a Superior Proposal and (ii) the failure to approve or recommend such Superior Proposal would be inconsistent with the Company Board’s fiduciary duties under Applicable Law, the Company Board may make a Change in Recommendation and/or the Company may terminate this Agreement pursuant to Section 8.01(d)(i) and this Section 6.02(d); provided, however, that the Company shall not terminate this Agreement pursuant to Section 8.01(d)(i) and this Section 6.02(d) unless the Company (x) has complied in all material respects with its obligations under this Section 6.02, including its obligations set forth in Section 6.02(e), (y) pays, or causes to be paid, to Parent the Termination Fee payable pursuant to Section 9.04(b) concurrently with such termination and (z) concurrently with such termination, enters into a definitive Alternative Acquisition Agreement that documents the terms and conditions of such Superior Proposal. (e) Notwithstanding anything to the contrary contained in this Agreement, the Company Board shall not make a Change in Recommendation pursuant to Section 6.02(d) and the Company shall not be entitled to terminate this Agreement pursuant to Section 6.02(d) or Section 8.01(d)(i) (x) unless the Company shall have provided to Parent four (4) Business Days’ prior written notice (the “Superior Proposal Notice”) advising Parent that the Company intends to take such action (and specifying, in reasonable detail, the reasons for such action and the material terms and conditions of any such Superior Proposal) and, if applicable, a copy of the relevant proposed transaction agreement (it being understood that, in the event of any change in the per share consideration or form of consideration offered under, or any other material amendment or modification of, any Acquisition Proposal, the time periods in this Section 6.02(e) shall be extended by two (2) additional Business Days) and (y): (i) during such four (4) Business Day period, if requested by Parent, the Company shall have engaged in good faith negotiations with Parent regarding changes to the terms of this Agreement intended to cause such Acquisition Proposal to no longer constitute a Superior Proposal; and (ii) the Company Board shall have considered any adjustments to this Agreement (including a change to the price terms hereof) and any other adjustments that may be irrevocably proposed in writing by Parent (the most recent such adjustments, the “Proposed Changed Terms”) no later than 5:00 p.m., New York City time, on the fourth (4th) Business Day of such four (4) Business Day period and shall have determined in good faith (after consultation with its outside legal counsel and financial advisor) that the Superior Proposal would continue to constitute a Superior Proposal if the Proposed Changed Terms were to be given effect. For the avoidance of doubt, if Parent, within four (4) Business Days following its receipt of a Superior Proposal Notice, makes an offer that, as determined in good faith by the Company Board (after consultation with its outside legal counsel and financial advisor) results in the applicable Acquisition Proposal no longer being a Superior Proposal, then the Company Board shall have no right to make a Change in Recommendation pursuant to Section 6.02(d) and the Company shall have no right to terminate this Agreement pursuant to Section 6.02(d) or Section 8.01(d)(i) as a result of such Acquisition Proposal, unless such Acquisition Proposal is subsequently determined by the Company Board to be a Superior Proposal in accordance with Section 6.02(d), in which case Section 6.02(e) shall apply to such determination. (f) The Company shall as promptly as practicable (and in any event within twenty-four one (241) hoursBusiness Day) notify advise Parent of orally or in writing in the Company’s (or event that the Company receives any of its Representatives’) receipt of any Acquisition Proposal or any offer that would reasonably be expected to lead to an Acquisition Proposal, or of any request for discussion, negotiation or information relating to the Company or any of its Subsidiaries or for access to the business, properties, assets, books or records of the Company or any of its Subsidiaries by any third party that would reasonably be expected to lead to an Acquisition Proposal, which notification shall include a copy of the applicable written Acquisition Proposal (orand in connection with such notice, if oralapplicable, provide to Parent the material terms and conditions (including, unless prohibited by the terms of any confidentiality or non-disclosure agreement entered into with respect to any potential Acquisition Transaction existing as of the date of this Agreement, the identity of the Third Party making any such Acquisition Proposal) and the identity of the third party making any such Acquisition Proposal. The Company shall thereafter (i) keep Parent reasonably informed on a reasonably current basis of the status of any material developments, discussions or negotiations regarding any such Acquisition Proposal, (ii) promptly (and in any event within one (1) Business Day) notify Parent of any material change to the material terms and conditions thereof (including of any change in price such Acquisition Proposal or form of consideration or other material amendment theretoany determination by the Company Board pursuant to Section 6.02(b), including by providing (iii) promptly notify Parent if the Company or, to the Company’s Knowledge, such Third Party has made a copy of material documentation relating thereto that is exchanged between the third party (or its Representatives) making final decision to not pursue such Acquisition Proposal and the Company (iv) provide to Parent as soon as practicable (and in any event within one (1) Business Day) after receipt or delivery thereof of any written indication of interest (or its Representativesamendment thereto) within twenty-four or any written material that constitutes an offer (24or amendment thereto) hours after receipt thereofincluding copies of any proposed Alternative Acquisition Agreements and any financing commitments related thereto. (dg) The Nothing contained in this Agreement shall prohibit the Company agrees or the Company Board, directly or indirectly through their respective Representatives, from (i) taking and disclosing any position or disclosing any information reasonably required under Rule 14d-9, Rule 14e-2(a) or Item 1012(a) of Regulation M-A promulgated under the Exchange Act (or any similar communication to enforcestockholders in connection with the making or amendment of a tender offer or exchange offer), (ii) making any “stop, look and not listen” communication to release the Company’s stockholders pursuant to Rule 14d-9(f) promulgated under the Exchange Act, (iii) the accurate disclosure of factual information regarding the business, financial condition or permit results of operations of the release Company or (iv) the accurate disclosure of any Person fromthe fact that an Acquisition Proposal has been made, or to modify or waive or permit the waiver or termination identity of any provision ofthe party making such Acquisition Proposal, the material terms of such Acquisition Proposal and/or the operation of this Agreement with respect thereto; provided, that in all cases, any Acceptable Confidentiality Agreement (including any standstill such action or similar provisions contained thereindisclosure shall comply with Section 6.02(c) and Section 6.02(d), other than to the extent the Company Board determines in good faith, after consultation with outside legal counsel, that failure to provide such waiver, release or termination would reasonably be expected to be inconsistent with its fiduciary duties under applicable Law.

Unsolicited Proposals. (a) Subject to SECTION 5.3(b) and SECTION 5.3(c) and except Except as expressly permitted by this SECTION 5.2Section 6.02, from the date of this Agreement until the earlier to occur consummation of the Effective Time or Offer or, if earlier, the termination of this Agreement in accordance with ARTICLE VIIits terms, the Company Acquired Companies shall not, and the Company shall cause its Subsidiaries not to, and the Company shall direct and use its reasonable best efforts to cause its directors, officers, employees, investment bankers, attorneys, accountants and other advisors, agents and representatives (collectively, the “Representatives”) and its Subsidiaries’ their respective Representatives not to, directly or indirectly (other than with respect to Parent and Merger Sub), (i) solicit, initiate, knowingly facilitate solicit or knowingly encourage or knowingly facilitate the making of any inquiriesAcquisition Proposal or any inquiry, proposals proposal or offers that constitute, or request for information that could reasonably be expected to lead to, or result in, an Acquisition Proposal, (ii) other than informing Third Parties of the existence of the provisions contained in this Section 6.02, engage in, continue or otherwise participate in negotiations or discussions with, or furnish any discussions non-public information concerning the Company or negotiations any of the Company Subsidiaries to, any Third Party in connection with any third party regarding or for the purpose of knowingly encouraging or knowingly facilitating an Acquisition Proposal or any inquiry, proposal or offer request for information that could reasonably be expected to lead to an Acquisition Proposalto, or furnish to any third party information or provide to any third party access to the businessesresult in, properties, assets or personnel of the Company or any of its Subsidiaries, in each case in connection with an Acquisition Proposal or any inquiry, proposal or offer that could reasonably be expected to lead to an Acquisition Proposal, or for the purpose of encouraging or facilitating an Acquisition Proposal, (iii) enter into any letter of intent, acquisition agreement, contract, commitment or agreement in principle (other than an Acceptable Confidentiality Agreement in accordance with this SECTION 5.2) with respect to an Acquisition Proposal or enter into any agreement, contract or commitment requiring the Company to abandon, terminate or fail to consummate the transactions contemplated by this Agreement, (iv) approve, support, adopt or recommend any Acquisition Proposal, or (v) resolve or agree to do any of the foregoing. From and after the execution of this Agreement, the Company shall, and shall cause its Subsidiaries to, and shall direct the Company’s and its Subsidiaries’ Representatives to, (A) immediately cease and terminate any existing discussions or negotiations with any third party, theretofore conducted by the Company, its Subsidiaries or their respective Representatives similar agreement with respect to an Acquisition Proposal or any inquiry, proposal or offer that could reasonably be expected to lead to an Acquisition ProposalProposal or (iv) resolve or agree to do any of the foregoing. Promptly following the execution of this Agreement, on the date hereof, the Acquired Companies shall, and shall direct their respective Representatives to, (A) cease and cause to be terminated all existing discussions or negotiations with any Person conducted heretofore with respect to any Acquisition Proposal or any inquiry, or request for information that could reasonably be expected to lead to, or result in, an Acquisition Proposal and (B) terminate access by any third party Third Party to any physical or electronic data room or other access to data or information of the Company, in each case relating to or in connection with any Acquisition Proposal or any potential Acquisition ProposalTransaction. Within three (3) Business Days of the execution of this Agreement, and (C) promptly following the date hereof the Company shall request that all non-public the prompt return or destruction of any confidential information previously provided by or on behalf to any Third Party within the twelve (12) months immediately preceding the date of this Agreement in connection with a proposed Acquisition Transaction. Notwithstanding anything herein to the contrary, the Company shall be permitted to grant waivers of, and not enforce, any standstill provision or any similar provision that has the effect of its Subsidiaries prohibiting the counterparty thereto from making a private Acquisition Proposal to any such third party be returned or destroyed in accordance with the applicable Acceptable Confidentiality Agreement. It is agreed that (1) any violation of the restrictions set forth in this SECTION 5.2(a) by any officer, director or employee of the Company or any of its Subsidiaries shall constitute a breach of this SECTION 5.2 by the Company and (2) any inquiry, proposal or offer that results from any material violation of the foregoing restrictions by any Representative of the Company or any of its Subsidiaries (other than such Representatives included in the foregoing clause (1)) shall be deemed to be not in compliance with this SECTION 5.2Board. (b) Notwithstanding anything to the contrary contained in this Agreement, if, at any time on or after the date hereof if prior to obtaining the Company Stockholder Approval, (i) consummation of the Offer the Company receives a bona fide written Acquisition Proposal from a third party, (ii) such which Acquisition Proposal was made after the date of this Agreement and did not result from a breach of this SECTION 5.2 Section 6.02), and (iii) the Company Board determines in good faith, after consultation with its financial advisor advisors and outside legal counsel, that such Acquisition Proposal constitutes, or would could reasonably be expected to lead to, a Superior Proposal, then the Company shall notify Parent in writing and its Representatives may, subject to compliance with this Section 6.02, do any or all of such determination promptly after the Company Board makes such determination following: (i) furnish any information and in reasonable access to any event within twenty-four (24) hours after Third Party making such determination) and the Company may Acquisition Proposal; provided, that (A) furnish information and data with respect prior to furnishing any information, the Company and its Subsidiaries to the third party making receives from such Acquisition Proposal and afford such third party access to the businesses, properties, assets and personnel of the Company and its Subsidiaries pursuant to Third Party an executed Acceptable Confidentiality Agreement and (B) enter into, maintain any such non-public information so furnished has been previously provided or made available to Parent or is provided or made available (including through the Data Room) to Parent promptly (and in any event no later forty-eight (48) hours) after it is so furnished to such Third Party or (ii) participate or engage in negotiations or discussions or negotiations with the third party Person or group making such Acquisition Proposal and its Representatives regarding such Acquisition Proposal Proposal. (c) Except as set forth in this Section 6.02, neither the Company Board nor any committee thereof shall (i) (A) withdraw (or otherwise cooperate with modify, amend or assist qualify in a manner adverse to Parent or participate inMerger Sub), or facilitatepropose publicly to withdraw (or modify, amend or qualify in a manner adverse to Parent or Merger Sub), the Board Recommendation, (B) approve, recommend or declare advisable, or propose publicly to approve, recommend or declare advisable, any Acquisition Proposal (it being understood that failing to recommend the rejection of any Acquisition Proposal that is a tender offer or exchange offer within ten (10) Business Days after the commencement of such discussions tender offer or negotiationsexchange offer shall be considered an adverse modification), (C) after public announcement of an Acquisition Proposal (other than in connection with the commencement of a tender offer or exchange offer), fail to publicly confirm that the Company Board has not changed the Board Recommendation within three (3) Business Days after a written request by Parent to do so (or, if earlier, by the close of business on the Business Day immediately preceding the scheduled date of the consummation of the Offer) or (D) fail to include the Board Recommendation in the Schedule 14D-9 when disseminated to the Company’s stockholders (any action described in this clause (i) being referred to as a “Change in Recommendation”) or (ii) approve or recommend, or propose publicly to approve or recommend, or enter into, any Contract, letter of intent, or memorandum of understanding with respect to any Acquisition Proposal, other than an Acceptable Confidentiality Agreement (an “Alternative Acquisition Agreement”). (d) Notwithstanding anything to the contrary contained in this Agreement, at any time prior to the consummation of the Offer, the Company Board may make a Change in Recommendation in response to an Intervening Event if (i) the Company Board determines in good faith, after consultation with its outside legal counsel, that the failure to do so would reasonably be expected to be inconsistent with the Company Board’s fiduciary duties under Applicable Law, (ii) (A) the Company shall have provided Parent four (4) Business Days’ prior written notice prior to making any such Change in Recommendation, which notice shall describe the Intervening Event in reasonable detail and which notice shall not constitute a Change in Recommendation and (B) if requested by Parent in good faith, during such four (4) Business Day period after providing such notice, negotiate in good faith with respect to any revisions to the terms of this Agreement or another proposal to the extent proposed by Parent so that a Change in Recommendation would no longer be necessary, and (iii) after giving effect to the revisions and proposals contemplated by the foregoing clause (ii), if any, after consultation with outside legal counsel, the Company Board shall have determined in good faith that failure to make the Change in Recommendation in response to such Intervening Event would reasonably be expected to be inconsistent with its fiduciary duties under Applicable Law. For the avoidance of doubt, the provisions of this Section 6.02(d) shall also apply to any material change in the event, occurrence or fact relating to such Intervening Event and require a new notice from the Company pursuant to Section 6.02(d)(ii), except that the references to four (4) Business Days in this Section 6.02(d) shall be deemed to be two (2) Business Days. (e) Notwithstanding anything to the contrary contained in this Agreement, at any time prior to the consummation of the Offer if, (i) in response to a bona fide written Acquisition Proposal made after the date of this Agreement and not withdrawn that did not result from a breach of this Section 6.02, the Company Board determines in good faith (after consultation with its outside counsel and financial advisors) that such Acquisition Proposal constitutes a Superior Proposal and (ii) the failure to do so would reasonably be expected to be inconsistent with its fiduciary obligations under Applicable Law, (A) subject to compliance with Section 6.02(f), the Company Board may make a Change in Recommendation or (B) the Company may terminate this Agreement pursuant to Section 8.01(d)(i) in order to enter into an Alternative Acquisition Agreement with respect to such Superior Proposal; provided, however, that the Company will substantially concurrently provide shall not terminate this Agreement pursuant to Section 8.01(d)(i) unless the Company (x) has complied with its obligations under Section 6.02(f), (y) pays, or causes to be paid, to Parent any non-public information concerning the Company Termination Fee payable pursuant to Section 9.04(b) prior to or its Subsidiaries provided concurrently with to such third partytermination and (z) concurrently with such termination, which was not previously provided to Parent. enters into a definitive Alternative Acquisition Agreement that documents the terms and conditions of such Superior Proposal. (f) Notwithstanding anything to the contrary contained in this Agreement, the Company and its Representatives may direct any Persons shall not be entitled to make a Change in Recommendation pursuant to Section 6.02(e) or terminate this Agreement, including Agreement pursuant to Section 8.01(d)(i) unless (x) the specific provisions of this SECTION 5.2. (c) The Company shall as promptly as practicable have provided to Parent four (4) Business Days’ prior written notice (the “Superior Proposal Notice”), which notice shall not constitute a Change in Recommendation, advising Parent that the Company intends to take such action (and specifying, in any event within twenty-four (24) hours) notify Parent of reasonable detail, the Company’s (or any of its Representatives’) receipt of any Acquisition Proposal or any offer that would reasonably be expected to lead to an Acquisition Proposal, or of any request reasons for discussion, negotiation or information relating to the Company or any of its Subsidiaries or for access to the business, properties, assets, books or records of the Company or any of its Subsidiaries by any third party that would reasonably be expected to lead to an Acquisition Proposal, which notification shall include a copy of the applicable written Acquisition Proposal (or, if oral, such action and the material terms and conditions of such Acquisition Proposal) and the identity of the third party making such Acquisition Proposal. The Company shall thereafter keep Parent reasonably informed on a reasonably current basis of the status of any material developments, discussions or negotiations regarding any such Acquisition Superior Proposal), and the material terms and conditions thereof (including any change in price or form of consideration or other material amendment thereto), including by providing a copy of material documentation relating thereto that is exchanged between the third party y): (or its Representativesi) making during such Acquisition Proposal and the Company (or its Representatives) within twenty-four (244) hours after receipt thereof. (d) The Company agrees to enforceBusiness Day period, and not to release or permit the release of any Person from, or to modify or waive or permit the waiver or termination of any provision of, any Acceptable Confidentiality Agreement (including any standstill or similar provisions contained therein), other than to the extent the Company Board determines if requested by Parent in good faith, the Company and its Representatives shall have engaged in good faith negotiations with Parent regarding changes to the terms of this Agreement intended by Parent to cause such Acquisition Proposal to no longer constitute a Superior Proposal; and (ii) the Company Board shall have considered any adjustments to this Agreement (including a change to the price terms hereof) and any other agreements that may be proposed in writing by Parent (the “Proposed Changed Terms”) no later than 11:59 p.m., New York City time, on the fourth (4th) Business Day of such four (4) Business Day period and shall have determined in good faith (after consultation with its outside legal counselcounsel and financial advisors) that the Superior Proposal would continue to constitute a Superior Proposal if such Proposed Changed Terms were to be given effect, and that the failure to provide such waiver, release make the Change in Recommendation or termination terminate this Agreement pursuant to Section 8.01(d)(i) would reasonably be expected to be inconsistent with its fiduciary duties obligations of the Company Board under applicable Applicable Law. For the avoidance of doubt, any (1) material revisions to the terms of a Superior Proposal or (2) material revisions to an Acquisition Proposal that the Company Board had determined no longer constitutes a Superior Proposal, shall constitute a new Acquisition Proposal and shall in each case require the Company to deliver to Parent a new Superior Proposal Notice, except that the references to four (4) Business Days in this Section 6.02(f) shall be deemed to be two (2) Business Days. (g) The Company shall promptly (and in any event no later than the earlier to occur of (i) one (1) Business Day and (ii) forty-eight (48) hours after receipt) advise Parent orally or in writing in the event that the Company receives any Acquisition Proposal or any inquiry, proposal or request for information that could reasonably be expected to lead to, or result in, an Acquisition Proposal, and in connection with such notice, provide to Parent the terms and conditions (including the identity of the Third Party making any such Acquisition Proposal), other than immaterial terms and conditions, of any such Acquisition Proposal. The Company shall (i) keep Parent reasonably informed on a current basis of the status, details and terms (other than immaterial details and terms) of any such Acquisition Proposal (including, prior to furnishing any information or to participating in any discussions or negotiations pursuant to Section 6.02(b), advising Parent of any determination by the Company Board pursuant to Section 6.02(b)) and any discussions and negotiations concerning the terms and conditions (other than immaterial terms and conditions) thereof and (ii) provide to Parent as soon as practicable (and in any event no later than the earlier to occur of (i) one (1) Business Day and (ii) forty-eight (48) hours after receipt or delivery thereof) any written indication of interest (or amendment thereto) or any written material that constitutes an offer (or amendment thereto) including copies of any proposed Alternative Acquisition Agreements and any financing commitments related thereto. (h) Nothing contained in this Agreement shall prohibit the Company or the Company Board, directly or indirectly through their respective Representatives, from (i) taking and disclosing to the stockholders of the Company any position contemplated by Rule 14d-9, Rule 14e-2(a) or Item 1012(a) of Regulation M-A promulgated under the Exchange Act, (ii) making any “stop, look and listen” communication to the Company’s stockholders pursuant to Rule 14d-9(f) promulgated under the Exchange Act or (iii) making any disclosure to the stockholders of the Company that is required by Applicable Law; provided, that this Section 6.02(h) shall not be deemed to permit the Company Board to make a Change in Recommendation except to the extent permitted by Section 6.02(d) — (f).