definiens: ( as defined in Rule 12b-2 under theSecurities Exchange Act of 1934, as amended ( the ) ) will not ): ( i ) purchase orotherwise acquire, or offer, seek, propose or agree to acquire, ownership ( including, but notlimited to, beneficial ownership as defined in Rule 13d-3 under the Exchange Act ) of anyoutstanding voting securities of the Company, or any direct or indirect rights or options to acquireany such securities or any securities convertible into such securities, or ownership of all orsubstantially all of the assets of the Company ; ( ii ) seek or propose, alone or in concert withothers, to control or influence in any manner the management or the Board of Directors of theCompany ; ( iii ) make, or in any way participate, directly or indirectly, in any of ( as such terms are used in the proxy rules under the Exchange Act and the regulationsthereunder ) to vote, or seek to advise or influence any person with respect to the voting of, anyvoting securities of the Company ; ( iv ) form, join, or in any way participate in a ( within themeaning of Section 13(d)(3 ) of the Exchange Act ) with respect to voting securities of theCompany ; ( v ) make any public announcement or proposal with respect to the Transaction or anyother transaction or proposed transaction of the type described in the foregoing clauses ( i)through ( iii ) between the parties, any of the Company ’s security holders or any of the Company’saffiliates ; or ( vi ) enter into any discussions, negotiations, arrangements or understandings withany third party with respect to any of the foregoing ; provided, however, that nothing in this letteragreement shall prohibit Purchaser in any way from making any non - public offer or proposal tothe Company ( or the Board of Directors thereof )