ANY REQUEST FOR NONPUBLIC INFORMATION
RELATING TO THE COMPANY OR ANY SUBSIDIARY OR FOR ACCESS TO ANY OF THE
PROPERTIES, BOOKS OR RECORDS OF THE COMPANY OR ANY SUBSIDIARY BY ANY PERSON OR
PERSONS OTHER THAN PURCHASER.
SUCH NOTICE SHALL DESCRIBE (A) THE MATERIAL TERMS
AND CONDITIONS OF SUCH ACQUISITION PROPOSAL, INQUIRY, EXPRESSION OF INTEREST,
PROPOSAL, OFFER, NOTICE OR REQUEST, AND (B) THE IDENTITY OF THE PERSON OR GROUP
MAKING ANY SUCH ACQUISITION PROPOSAL, INQUIRY, EXPRESSION OF INTEREST, PROPOSAL,
OFFER, NOTICE OR REQUEST.
THE SELLERS AND THE COMPANY SHALL KEEP PURCHASER
FULLY INFORMED OF THE STATUS AND DETAILS OF, AND ANY MODIFICATION TO, ANY SUCH
INQUIRY, EXPRESSION OF INTEREST, PROPOSAL OR OFFER AND ANY CORRESPONDENCE OR
COMMUNICATIONS RELATED THERETO AND SHALL PROVIDE TO PURCHASER A TRUE, CORRECT
AND COMPLETE COPY OF SUCH INQUIRY, EXPRESSION OF INTEREST, PROPOSAL OR OFFER AND
ANY AMENDMENTS, CORRESPONDENCE AND COMMUNICATIONS RELATED THERETO, IF IT IS IN
WRITING, OR A REASONABLE WRITTEN SUMMARY THEREOF, IF IT IS NOT IN WRITING.
THE
SELLERS AND THE COMPANY SHALL PROVIDE PURCHASER WITH 48 HOURS PRIOR NOTICE (OR
SUCH LESSER PRIOR NOTICE AS IS PROVIDED TO THE MEMBERS OF ITS MANAGEMENT) OF ANY
MEETING OF THE MEMBERS OF THE COMPANY AT WHICH IT IS REASONABLY EXPECTED TO
DISCUSS ANY ACQUISITION PROPOSAL.
6.4.
NON-COMPETITION; NON-DISCLOSURE.
6.4.1.
IN ORDER TO INDUCE PURCHASER TO
PURCHASE THE INTEREST PURSUANT TO THIS AGREEMENT, SELLERS COVENANT AND AGREE
THAT DURING THE PERIOD COMMENCING ON THE CLOSING DATE AND ENDING ON THE SECOND
(2ND) ANNIVERSARY THEREOF (THE "NON-COMPETITION PERIOD"), NEITHER SELLERS NOR
ANY OF THEIR RESPECTIVE AFFILIATES SHALL DIRECTLY OR INDIRECTLY, WHETHER AS AN
OFFICER, DIRECTOR, STOCKHOLDER, INVESTOR, PARTNER, PROPRIETOR, BUSINESS
ASSOCIATE, EMPLOYEE, REPRESENTATIVE OR OTHERWISE, (I) PROMOTE, MARKET, BECOME OR
BE FINANCIALLY INTERESTED IN, CONSULT WITH OR FOR, OR ASSOCIATE IN A BUSINESS
RELATIONSHIP WITH, ANY OTHER PERSON, CORPORATION, FIRM, PARTNERSHIP OR OTHER
ENTITY WHATSOEVER (OTHER THEN THE COMPANY) WHOSE BUSINESS IS A COMPETITIVE
BUSINESS (AS DEFINED BELOW); (II) SOLICIT OR OTHERWISE ENCOURAGE ANY CUSTOMERS
OR VENDORS OF THE COMPANY TO CEASE DOING BUSINESS WITH THE COMPANY OR UNDERTAKE
ANY ACTION, EITHER DIRECTLY OR INDIRECTLY, THAT WOULD REASONABLY BE EXPECTED TO
CAUSE ANY CUSTOMER OR VENDORS OF THE COMPANY TO CEASE, TERMINATE OR MATERIALLY
ADVERSELY CHANGE ITS RELATIONSHIP WITH THE COMPANY, OR (III) SOLICIT THE
SERVICES OF ANY OF THE COMPANY'S EMPLOYEES, CONSULTANTS OR INDEPENDENT
CONTRACTOR, OR OTHERWISE ENCOURAGE ANY SUCH EMPLOYEES, CONSULTANTS OR
INDEPENDENT CONTRACTOR TO TERMINATE THEIR EMPLOYMENT WITH, OR SERVICES TO, THE
COMPANY OR TO BECOME AN EMPLOYEE, CONSULTANT OR INDEPENDENT CONTRACTOR OR
OTHERWISE PROVIDE SERVICES TO ANY PERSON OTHER THAN THE COMPANY.
NOTWITHSTANDING THE FOREGOING, THIS SECTION SHALL NOT PROHIBIT A SELLER OR ITS
AFFILIATES FROM OWNING UP TO 5% OF THE EQUITY OF ANY PUBLICLY TRADED COMPANY,
WHETHER OR NOT SUCH COMPANY IS ENGAGED IN WHOLE, OR IN PART, IN A COMPETITIVE
BUSINESS. THE TERM "COMPETITIVE BUSINESS" SHALL MEAN ANY BUSINESS (OR ANY
COMPONENT THEREOF) THAT IS COMPETITIVE WITH THE BUSINESS CONDUCTED BY THE
COMPANY DURING THE TWELVE (12) MONTHS PERIOD