Common use of Exclusive Dealing Clause in Contracts

Exclusive Dealing. Neither the Seller, nor any of its agents or representatives will take, directly or indirectly, any action to initiate, continue, assist, solicit, receive, negotiate, encourage or accept any offer or inquiry from any Person (a) to engage in any Business Combination, (b) to reach any agreement or understanding (whether or not such agreement or understanding is absolute, revocable, contingent or conditional) for, or otherwise attempt to consummate, any Business Combination or (c) to furnish or cause to be furnished any information with respect to the Seller or its assets to any Person (other than as contemplated in this Agreement) who the Seller knows or has reason to believe is in the process of considering any Business Combination; provided that prior to the Closing Date, if the Board of Directors of the Seller reasonably determines the Business Combination constitutes a Superior Proposal (as defined below), then, to the extent required by the fiduciary obligations of the Board of Directors of the Seller, as determined in good faith by a majority thereof after consultation with independent counsel (who may be the Seller's regularly engaged independent counsel), the Seller may, in response to an unsolicited request, furnish non-public information, and afford access to the properties, books, records, officers, employees and representatives of the Seller, participate in discussions or negotiations regarding the Superior Proposal and, provided that the Seller has complied with the provisos to its rights to terminate this Agreement pursuant to Section 11.1(c) hereof, enter into an agreement with respect to or approve or recommend to its shareholders a Superior Proposal. Without limiting the foregoing, it is understood that any violation of the restrictions set forth in the preceding sentence by any officer or director of the Seller or any financial advisor, attorney or other advisor or representative of the Seller, whether or not such person is purporting to act on behalf of the Seller or otherwise, shall be deemed to be a breach of this Section 6.10

Exclusive Dealing. Neither (a) From the Sellerdate of this Agreement until the earlier of the Closing or the termination of this Agreement in accordance with its terms, nor any the Company shall not, and shall cause the other Group Companies and, with respect to clauses (iii) and (iv), the Company’s current or future parent entity, Affiliate, or Subsidiary, and its and their respective Representatives not to, directly or indirectly: (i) solicit, initiate, seek, entertain, encourage (including by means of its agents furnishing or representatives will takedisclosing information), facilitate, endorse, recommend, accept, discuss or negotiate, directly or indirectly, any action to initiateinquiry, continue, assist, solicit, receive, negotiate, encourage proposal or accept any offer or inquiry from any Person (a) to engage in any Business Combination, (b) to reach any agreement or understanding (whether formal or not such agreement informal, written, oral or understanding is absolute, revocable, contingent or conditionalotherwise) for, or otherwise attempt to consummate, any Business Combination or (c) to furnish or cause to be furnished any information with respect to the Seller a Company Acquisition Proposal; (ii) furnish or its assets provide any non-public information or documents to any Person in connection with, or that could reasonably be expected to lead to, a Company Acquisition Proposal; (other than as contemplated in this Agreementiii) who the Seller knows or has reason to believe is in the process of considering any Business Combination; provided that prior to the Closing Date, if the Board of Directors of the Seller reasonably determines the Business Combination constitutes a Superior Proposal (as defined below), then, to the extent required by the fiduciary obligations of the Board of Directors of the Seller, as determined in good faith by a majority thereof after consultation with independent counsel (who may be the Seller's regularly engaged independent counsel), the Seller may, in response to an unsolicited request, furnish non-public information, and afford access to the properties, books, records, officers, employees and representatives of the Sellerenter into, participate in or continue in any discussions or negotiations regarding the Superior Proposal andwith any third party in connection with or related to, provided that the Seller has complied with the provisos to its rights to terminate this Agreement pursuant to Section 11.1(c) hereofor approve, accept, or enter into an agreement any letter of intent, term sheet or Contract or other arrangement or understanding regarding, any Company Acquisition Proposal; (iv) prepare, submit, file or take any steps in connection with respect a public or other offering or sale of any Equity Securities of any Group Company (or any Affiliate, current or future parent entity or successor of any Group Company), including making any filings or confidential submissions to the SEC related thereto; (v) consummate any Company Acquisition Proposal or approve (vi) otherwise cooperate in any way with, or recommend assist or participate in, or knowingly facilitate or encourage any effort or attempt by any Person to its shareholders a Superior Proposal. Without limiting do or seek to do any of the foregoing. The Company agrees to (A) terminate, it is understood that and cause each of its parent entities, Affiliates and Subsidiaries, and its and their Representatives to terminate, any violation and all existing discussions or negotiations with any Person or group of Persons other than Dragoneer and its Affiliates regarding a Company Acquisition Proposal, (B) notify Dragoneer promptly upon receipt of any Company Acquisition Proposal by any Group Company or Affiliate or any officer, director, equity holder, employee or other Representative, and to describe the material terms and conditions of any such Company Acquisition Proposal in reasonable detail (including the identity of the restrictions set forth Persons making such Company Acquisition Proposal) and to provide a copy of any such Company Acquisition Proposal, if extended in the preceding sentence by writing, and (C) keep Dragoneer reasonably informed on a current basis of any officer modifications to such offer or director of the Seller or any financial advisor, attorney or other advisor or representative of the Seller, whether or not such person is purporting to act on behalf of the Seller or otherwise, shall be deemed to be a breach of this Section 6.10information.

Exclusive Dealing. Neither Commencing on the Sellerdate of this Agreement and until the first to occur of (x) the Closing, (y) the termination of this Agreement pursuant to Section 9.01, or (z) August 15, 2007 (such period, the “Exclusivity Period”), none of the Company, or the Sellers shall, nor shall the Company, or the Sellers permit or cause any of their respective Affiliates, Subsidiaries, officers, managers, directors, employees, investment bankers, consultants, representatives or other agents, to directly or indirectly, (i) sell or otherwise transfer any equity interests in the Company or its agents Subsidiaries or representatives will takeenter into any agreement to sell or otherwise transfer such an equity interest; (ii) take any action to solicit, initiate, entertain, facilitate, encourage, negotiate, accept or discuss, directly or indirectly, any action proposal or offer to initiateacquire all or any portion of the Company, continueits Subsidiaries or their assets (excluding any sale of assets in the ordinary course of business), assistwhether by merger, solicitsale of stock, receivesale of assets, negotiaterecapitalization or otherwise (each, encourage or accept any offer or inquiry from any Person an “Acquisition Proposal”); (aiii) to engage in discussions or negotiations with any Business Combination, third party with respect to an Acquisition Proposal; (biv) to reach enter into any agreement or understanding (whether or not such agreement or understanding is absolute, revocable, contingent or conditional) for, other commitment or otherwise attempt consummate or agree to consummate, consummate an Acquisition Proposal; (v) disclose or provide any Business Combination or (c) to furnish or cause to be furnished any nonpublic information with respect relating to the Seller Company or its assets to any Person Subsidiaries (other than as contemplated in including this Agreement) who the Seller knows or has reason to believe is in the process of considering any Business Combinationconnection with an Acquisition Proposal; provided that prior to the Closing Date, if the Board of Directors of the Seller reasonably determines the Business Combination constitutes a Superior Proposal (as defined below), then, to the extent required by the fiduciary obligations of the Board of Directors of the Seller, as determined in good faith by a majority thereof after consultation with independent counsel (who may be the Seller's regularly engaged independent counsel), the Seller may, in response to an unsolicited request, furnish non-public information, and vi) afford access to the properties, books, records, officers, employees and representatives books or records of the SellerCompany or its Subsidiaries to any third party that has made any Acquisition Proposal; or (vii) pursue other acquisitions or divestitures without consulting with Buyer. The Sellers shall, participate in and shall cause the Company and its agents to immediately cease and cause to be terminated all discussions or negotiations regarding and negotiations, if any, that have taken place prior to the Superior Proposal and, provided that the Seller has complied with the provisos to its rights to terminate this Agreement pursuant to Section 11.1(c) hereof, enter into an agreement date hereof with respect to or approve or recommend to its shareholders a Superior any Acquisition Proposal. Without limiting During the foregoingExclusivity Period, it is understood that the Sellers shall promptly provide Buyer with written notice of any violation Acquisition Proposal or indication of interest relating to a potential Acquisition Proposal received by the Sellers or their respective representatives. Such notice shall include a reasonably detailed description of the restrictions set forth in the preceding sentence by any officer or director of the Seller or any financial advisor, attorney or other advisor or representative of the Seller, whether or not such person is purporting to act on behalf of the Seller or otherwise, shall be deemed to be a breach of this Section 6.10proposed Acquisition Proposal.

Exclusive Dealing. Neither (a) From the Sellerdate of this Agreement until the earlier of the Closing or the termination of this Agreement in accordance with its terms, nor any each of FCB, BP, TopCo and Bridgeburg shall not, and shall cause their respective Affiliates and its agents and their respective Representatives not to, directly or representatives will takeindirectly (i) solicit, initiate, encourage, facilitate, discuss or negotiate, directly or indirectly, any action inquiry, proposal or offer (written or oral) to initiateacquire, continuein one transaction or a series of transactions, assistany assets related to the Business that are owned by FCB or any of its Subsidiaries, solicitany assets owned by any Group Company or any assets of the Business or any Equity Securities of FCB or any of its Subsidiaries that owns any assets related to the Business, receiveany Group Company, negotiateTopCo or Merger Sub (whether by merger, encourage consolidation, recapitalization, purchase or accept any issuance of equity securities, purchase of assets, tender offer or inquiry from otherwise) (an “Acquisition Proposal”, provided that, for the avoidance of doubt, neither this Agreement nor any Person of the Ancillary Documents or any of the transactions contemplated hereby or thereby or those transactions carried out in the ordinary course of business consistent with past practice of FCB or BP shall constitute an “Acquisition Proposal” for the purposes of this Section 6.6(a) or otherwise); (aii) to engage in any Business Combination, (b) to reach any agreement or understanding (whether or not such agreement or understanding is absolute, revocable, contingent or conditional) for, or otherwise attempt to consummate, any Business Combination or (c) to furnish or cause disclose any non-public information or provide access to be furnished employees or other Representatives of FCB or any information with respect to the Seller or of its assets Subsidiaries to any Person in connection with, or that could reasonably be expected to lead to, an Acquisition Proposal; (other than as contemplated iii) enter into any Contract regarding an Acquisition Proposal; (iv) prepare or take any steps in this Agreementconnection with a public offering or direct listing of any Equity Securities of FCB or any of its Subsidiaries; or (v) who the Seller knows otherwise cooperate in any way with, or has reason assist or participate in, or facilitate or encourage any effort or attempt by any Person to believe is in the process of considering do or seek to do any Business Combination; provided that prior to the Closing Date, if the Board of Directors of the Seller reasonably determines foregoing or seek to circumvent this Section 6.6(a) or further an Acquisition Proposal. FCB, BP, TopCo, Bridgeburg and Merger Sub agrees to (and to cause their respective Subsidiaries to) (x) notify Mountain promptly upon receipt of any Acquisition Proposal by FCB or any of its Subsidiaries, and to, subject to any confidentiality obligations to which FCB is bound under the Business Combination constitutes a Superior Acquisition Proposal, describe the terms and conditions of any such Acquisition Proposal in reasonable detail (as defined belowincluding the identity of the Persons making such Acquisition Proposal), then, and (y) keep Mountain fully informed on a current basis of any modifications to the extent required by the fiduciary obligations of the Board of Directors of the Seller, as determined in good faith by a majority thereof after consultation with independent counsel (who may be the Seller's regularly engaged independent counsel), the Seller may, in response to an unsolicited request, furnish non-public such offer or information, and afford access to the properties, books, records, officers, employees and representatives of the Seller, participate in discussions or negotiations regarding the Superior Proposal and, provided that the Seller has complied with the provisos to its rights to terminate this Agreement pursuant to Section 11.1(c) hereof, enter into an agreement with respect to or approve or recommend to its shareholders a Superior Proposal. Without limiting the foregoing, it is understood that any violation of the restrictions set forth in the preceding sentence by any officer or director of the Seller or any financial advisor, attorney or other advisor or representative of the Seller, whether or not such person is purporting to act on behalf of the Seller or otherwise, shall be deemed to be a breach of this Section 6.10.

Exclusive Dealing. Neither (a) From the Sellerdate of this Agreement until the earlier of the Closing or the termination of this Agreement in accordance with its terms, nor any the Company shall not, and shall cause the other Group Companies and, with respect to clauses (iii) and (iv), the Company’s current or future parent entity, Affiliate, or Subsidiary, and its and their respective Representatives not to, directly or indirectly: (i) solicit, initiate, seek, entertain, encourage (including by means of its agents furnishing or representatives will takedisclosing information), facilitate, endorse, recommend, accept, discuss or negotiate, directly or indirectly, any action to initiateinquiry, continue, assist, solicit, receive, negotiate, encourage proposal or accept any offer or inquiry from any Person (a) to engage in any Business Combination, (b) to reach any agreement or understanding (whether formal or not such agreement informal, written, oral or understanding is absolute, revocable, contingent or conditionalotherwise) for, or otherwise attempt to consummate, any Business Combination or (c) to furnish or cause to be furnished any information with respect to the Seller a Company Acquisition Proposal; (ii) furnish or its assets provide any non-public information or documents to any Person in connection with, or that could reasonably be expected to lead to, a Company Acquisition Proposal; (other than as contemplated in this Agreementiii) who the Seller knows or has reason to believe is in the process of considering any Business Combination; provided that prior to the Closing Date, if the Board of Directors of the Seller reasonably determines the Business Combination constitutes a Superior Proposal (as defined below), then, to the extent required by the fiduciary obligations of the Board of Directors of the Seller, as determined in good faith by a majority thereof after consultation with independent counsel (who may be the Seller's regularly engaged independent counsel), the Seller may, in response to an unsolicited request, furnish non-public information, and afford access to the properties, books, records, officers, employees and representatives of the Sellerenter into, participate in or continue in any discussions or negotiations regarding the Superior Proposal andwith any third party in connection with or related to, provided that the Seller has complied with the provisos to its rights to terminate this Agreement pursuant to Section 11.1(c) hereofor approve, accept, or enter into an agreement any letter of intent, term sheet or Contract or other arrangement or understanding regarding, any Company Acquisition Proposal; (iv) prepare, submit, file or take any steps in connection with respect a public or other offering or sale of any Equity Securities of any Group Company (or any Affiliate, current or future parent entity or successor of any Group Company), including making any filings or confidential submissions to the SEC related thereto; (v) consummate any Company Acquisition Proposal or approve (vi) otherwise cooperate in any way with, or recommend assist or participate in, or knowingly facilitate or encourage any effort or attempt by any Person to its shareholders a Superior Proposal. Without limiting do or seek to do any of the foregoing. The Company agrees to (A) terminate, it is understood that and cause each of its parent entities, Affiliates and Subsidiaries, and its and their Representatives to terminate, any violation and all existing discussions or negotiations with any Person or group of Persons other than Purchaser and its Affiliates regarding a Company Acquisition Proposal, (B) notify Purchaser promptly upon receipt of any Company Acquisition Proposal by any Group Company or Affiliate or any officer, director, equity holder, employee or other Representative, and to describe the material terms and conditions of any such Company Acquisition Proposal in reasonable detail (including the identity of the restrictions set forth Persons making such Company Acquisition Proposal) and to provide a copy of any such Company Acquisition Proposal, if extended in the preceding sentence by writing, and (C) keep Purchaser reasonably informed on a current basis of any officer modifications to such offer or director of the Seller or any financial advisor, attorney or other advisor or representative of the Seller, whether or not such person is purporting to act on behalf of the Seller or otherwise, shall be deemed to be a breach of this Section 6.10information.

Exclusive Dealing. Neither (a) From the Sellerdate of this Agreement until the earlier of the Closing or the termination of this Agreement in accordance with its terms, nor any the Company shall not, and shall cause the other Group Companies and, with respect to clauses (iii) and (iv), the Company’s current or future parent entity, Affiliate, or Subsidiary, and its and their respective Representatives not to, directly or indirectly: (i) solicit, initiate, seek, entertain, encourage (including by means of its agents furnishing or representatives will takedisclosing information), facilitate, endorse, recommend, accept, discuss or negotiate, directly or indirectly, any action to initiateinquiry, continue, assist, solicit, receive, negotiate, encourage proposal or accept any offer or inquiry from any Person (a) to engage in any Business Combination, (b) to reach any agreement or understanding (whether formal or not such agreement informal, written, oral or understanding is absolute, revocable, contingent or conditionalotherwise) for, or otherwise attempt to consummate, any Business Combination or (c) to furnish or cause to be furnished any information with respect to the Seller a Company Acquisition Proposal; (ii) furnish or its assets provide any non-public information or documents to any Person in connection with, or that could reasonably be expected to lead to, a Company Acquisition Proposal; (other than as contemplated in this Agreementiii) who the Seller knows or has reason to believe is in the process of considering any Business Combination; provided that prior to the Closing Date, if the Board of Directors of the Seller reasonably determines the Business Combination constitutes a Superior Proposal (as defined below), then, to the extent required by the fiduciary obligations of the Board of Directors of the Seller, as determined in good faith by a majority thereof after consultation with independent counsel (who may be the Seller's regularly engaged independent counsel), the Seller may, in response to an unsolicited request, furnish non-public information, and afford access to the properties, books, records, officers, employees and representatives of the Sellerenter into, participate in or continue in any discussions or negotiations regarding the Superior Proposal andwith any third party in connection with or related to, provided that the Seller has complied with the provisos to its rights to terminate this Agreement pursuant to Section 11.1(c) hereofor approve, accept, or enter into an agreement any letter of intent, term sheet or Contract or other arrangement or understanding regarding, any Company Acquisition Proposal; (iv) prepare, submit, file or take any steps in connection with respect a public or other offering or sale of any Equity Securities of any Group Company (or any Affiliate, current or future parent entity or successor of any Group Company), including making any filings or confidential submissions to the SEC related thereto; (v) consummate any Company Acquisition Proposal or approve (vi) otherwise cooperate in any way with, or recommend assist or participate in, or knowingly facilitate or encourage any effort or attempt by any Person to its shareholders a Superior Proposal. Without limiting do or seek to do any of the foregoing. The Company agrees to (A) terminate, it is understood that and cause each of its parent entities, Affiliates and Subsidiaries, and its and their Representatives to terminate, any violation and all existing discussions or negotiations with any Person or group of Persons other than TortoiseCorp III and its Affiliates regarding a Company Acquisition Proposal, (B) notify TortoiseCorp III promptly upon receipt of any Company Acquisition Proposal by any Group Company or Affiliate or any officer, director, equity holder, employee or other Representative, and to describe the material terms and conditions of any such Company Acquisition Proposal in reasonable detail (including the identity of the restrictions set forth Persons making such Company Acquisition Proposal) and to provide a copy of any such Company Acquisition Proposal, if extended in the preceding sentence by writing, and (C) keep TortoiseCorp III reasonably informed on a current basis of any officer modifications to such offer or director of the Seller or any financial advisor, attorney or other advisor or representative of the Seller, whether or not such person is purporting to act on behalf of the Seller or otherwise, shall be deemed to be a breach of this Section 6.10information.

Exclusive Dealing. Neither (a) From the Sellerdate of this Agreement until the earlier of the Closing or the termination of this Agreement in accordance with its terms, nor any the Company shall not, and shall cause the other Group Companies and its and their respective Representatives not to, directly or indirectly: (i) solicit, initiate, or knowingly encourage (including by means of its agents furnishing or representatives will takedisclosing information) or facilitate, discuss or negotiate, directly or indirectly, any action inquiry, proposal or offer (written or oral) that constitutes, or could reasonably be expected to initiatelead to, continuea Company Acquisition Proposal; (ii) furnish or disclose any non-public information relating to the Group Companies to any Person in connection with, assistor that could reasonably be expected to lead to, solicita Company Acquisition Proposal; (iii) enter into any Contract or other arrangement or understanding regarding a Company Acquisition Proposal; (iv) prepare or take any steps in connection with a public offering of any Equity Securities of any Group Company (or any successor of any Group Company), receiveincluding filing, negotiateamending or supplementing any registration statement relating to a public offering of any Equity Securities of any Group Company (or any successor of any Group Company), or causing any such registration statement to become effective; or (v) otherwise cooperate in any way with, or assist or participate in, or knowingly facilitate or encourage any effort or accept attempt by any Person to do or seek to do any of the foregoing. The Company agrees to (A) notify MEOA promptly (and in any event within two Business Days) upon receipt of any Company Acquisition Proposal by any Group Company, and to describe the material terms and conditions of any such Company Acquisition Proposal in reasonable detail (including the identity of the Persons making such Company Acquisition Proposal) and (B) keep MEOA reasonably informed on a current basis of any modifications to such offer or inquiry from any Person (a) to engage in any Business Combination, (b) to reach any agreement or understanding (whether or not such agreement or understanding is absolute, revocable, contingent or conditional) for, or otherwise attempt to consummate, any Business Combination or (c) to furnish or information. The Company shall immediately cease and cause to be furnished terminated any information and all existing activities, discussions or negotiations with respect to the Seller or its assets to any Person Persons (other than as contemplated in this AgreementMEOA) who the Seller knows or has reason to believe is in the process of considering any Business Combination; provided that conducted prior to the Closing Date, if the Board of Directors or as of the Seller reasonably determines the Business Combination constitutes a Superior Proposal (as defined below), then, to the extent required date hereof by the fiduciary obligations Company or any of its Subsidiaries, and will cause the Board of Directors of the Sellerother Group Companies and its and their respective Representatives to cease and cause to be terminated any and all existing activities, discussions or negotiations, that would reasonably be expected to lead to a Company Acquisition Proposal, and shall, as determined in good faith promptly as practicable, terminate access by a majority thereof after consultation with independent counsel (who may be the Seller's regularly engaged independent counsel), the Seller may, in response each such Person and its Representatives to an unsolicited request, furnish any online or other data rooms containing any non-public information, and afford access to the properties, books, records, officers, employees and representatives information in respect of the Seller, participate in discussions Company or negotiations regarding any of its Subsidiaries for the Superior Proposal and, provided that the Seller has complied with the provisos purpose of permitting such Persons to its rights to terminate this Agreement pursuant to Section 11.1(c) hereof, enter into an agreement with respect to or approve or recommend to its shareholders evaluate a Superior potential Company Acquisition Proposal. Without limiting the foregoingFor clarity, it is understood that any violation actions taken by any of the restrictions set forth in the preceding sentence by any officer or director Representatives of the Seller or any financial advisor, attorney or other advisor or representative of the Seller, whether or not such person is purporting to act on behalf of the Seller or otherwise, shall Group Companies that are inconsistent with this Section 5.6(a) will be deemed to be a breach of this Section 6.105.6(a) by the Group Companies. For the avoidance of doubt, nothing set forth in this or any other section of this Agreement shall, or shall be deemed to, prohibit the Company from pursuing discussions with potential acquisition candidates or consummating transactions with such candidates provided that no such transaction constitutes a Company Acquisition Proposal.

Exclusive Dealing. Neither Prior to the Sellerearlier of the Closing or the termination of this Agreement, none of Intel, ST, or FP will, nor will any of its them permit any of their respective Affiliates, officers, directors, agents or representatives will takeadvisors to, directly or indirectly: (a) solicit, encourage, initiate or participate in any negotiations or discussions with respect to any possible debt or equity investment in the ST Business or the Intel Business or any possible sale, spin-off or other transfer of all or any material portion of the ST Business or the Intel Business (other than inventory sold in the ordinary course of business), whether by sale or transfer of assets, sale of stock, reorganization, merger or otherwise, other than in connection with the transactions contemplated by this Agreement and the other Transaction Documents including the Contemplated Financing (each such transaction described in this clause (a), a “Prohibited Transaction”); (b) provide or otherwise make available the corporate, legal or financial documents or information relating to the Intel Business, the ST Business or Newco or any analysis or summary thereof of Newco, Intel or ST or any of their respective Affiliates, to any Person who has expressed an interest in making a proposal to enter into any Prohibited Transaction or who could reasonably be expected to consider doing so; (c) assist or cooperate with any Person in making any proposal with respect to any Prohibited Transaction; or (d) enter into any Contract with any Person providing for any Prohibited Transaction. In the event that Intel, ST or FP or any of their respective Affiliates, officers, directors, agents or advisors shall receive after the date hereof any offer or proposal with respect to any Prohibited Transaction, directly or indirectly, or any action request for disclosure or access to initiate, continue, assist, solicit, receive, negotiate, encourage any documents or accept any offer or inquiry from any Person (a) to engage information described in any Business Combination, clause (b) above, such Party shall or shall cause its Affiliate, officer, director, agent or advisor to reach any agreement immediately inform the other Parties of such offer or understanding (whether or not such agreement or understanding is absoluteproposal, revocable, contingent or conditional) for, or otherwise attempt to consummate, any Business Combination or (c) to furnish or cause to be furnished any information with respect to the Seller or its assets to any Person (other than as contemplated in this Agreement) who the Seller knows or has reason to believe is in the process of considering any Business Combination; provided that prior to the Closing Date, if the Board of Directors identity of the Seller reasonably determines Person making such offer or proposal and the Business Combination constitutes a Superior Proposal (as defined below), then, to the extent required by the fiduciary obligations of the Board of Directors of the Seller, as determined in good faith by a majority thereof after consultation with independent counsel (who may be the Seller's regularly engaged independent counsel), the Seller may, in response to an unsolicited request, furnish non-public information, and afford access to the properties, books, records, officers, employees and representatives of the Seller, participate in discussions or negotiations regarding the Superior Proposal and, provided that the Seller has complied with the provisos to its rights to terminate this Agreement pursuant to Section 11.1(c) hereof, enter into an agreement with respect to or approve or recommend to its shareholders a Superior Proposal. Without limiting the foregoing, it is understood that any violation of the restrictions set forth in the preceding sentence by any officer or director of the Seller or any financial advisor, attorney or other advisor or representative of the Seller, whether or not such person is purporting to act on behalf of the Seller or otherwise, shall be deemed to be a breach of this Section 6.10material terms thereof.

Exclusive Dealing. Neither (a) From the Sellerdate of this Agreement until the earlier of the Closing or the termination of this Agreement in accordance with its terms and conditions, nor any of the Company shall not, and shall cause its agents or representatives will takeRepresentatives and Subsidiaries not to: (i) accept, directly or indirectly, any action to initiate, continuerespond to, assistencourage, entertain, solicit, receive, negotiate, encourage or accept any offer or inquiry from any Person (a) to engage in any Business Combination, (b) to reach any agreement or understanding (whether or not such agreement or understanding is absolute, revocable, contingent or conditional) for, or otherwise attempt to consummate, any Business Combination or (c) to furnish or cause to be furnished any provide information with respect to or discuss other offers for the Seller direct or indirect sale, merger, transfer, IPO, debt or equity refinancing or recapitalization of the Company or any or all of its Subsidiaries, or any of the securities, business, properties or assets of the Company or any or all of its Subsidiaries, or other offers that would require the Company to abandon the transactions contemplated hereby (each such transaction prohibited by this sentence, an “Acquisition Proposal,” provided that, for the avoidance of doubt, none of the Pre-Closing Financing (if any), this Agreement nor any of the Ancillary Documents or any of the transactions contemplated hereby or thereby shall constitute an “Acquisition Proposal” for the purposes of this Section 5.8(a) or otherwise); (ii) furnish or disclose any non-public information to any Person in connection with, or that would reasonably be expected to lead to, an Acquisition Proposal; (iii) enter into any Contract regarding an Acquisition Proposal; (iv) prepare or take any steps in connection with a public offering of any Equity Securities of any Group Company (or any successor to or parent company of any Group Company); or (v) otherwise cooperate in any way with, or assist or participate in, or facilitate or encourage any effort or attempt by any Person to do or seek to do any of the foregoing or seek to circumvent this Section 5.8(a) or further an Acquisition Proposal. The Company agrees to (A) notify Rotor promptly upon receipt (and in any event within forty-eight (48) hours after receipt) of any request for non-public information of, or an Acquisition Proposal for, it or any of its Subsidiaries, and to describe the material terms and conditions of any such request or Acquisition Proposal in reasonable detail (including the identity of the Persons making such Acquisition Proposal), (B) keep Rotor fully informed on a current basis of any modifications to such request, offer or information and (C) not (and shall cause its Subsidiaries and their respective Representatives not to) conduct any further discussions with, provide any information to, or enter into negotiations with such Persons. The Company shall immediately cease and cause to be terminated any discussions or negotiations with any Persons (other than as contemplated in this AgreementRotor and its Representatives) who the Seller knows or has reason to believe is in the process of considering any Business Combination; provided that prior to the Closing Date, if the Board of Directors of the Seller reasonably determines the Business Combination constitutes a Superior Proposal (as defined below), then, to the extent required by the fiduciary obligations of the Board of Directors of the Seller, as determined in good faith by a majority thereof after consultation with independent counsel (who may be the Seller's regularly engaged independent counsel), the Seller may, in response to an unsolicited request, furnish non-public information, and afford access to the properties, books, records, officers, employees and representatives of the Seller, participate in discussions or negotiations regarding the Superior Proposal and, provided that the Seller has complied with the provisos to its rights to terminate this Agreement pursuant to Section 11.1(c) hereof, enter into an agreement ongoing with respect to an Acquisition Proposal, terminate any such Person’s and such Person’s Representative’s access to any electronic data room. The Company shall not release any third party from, or approve waive, amend or recommend modify any standstill or confidentiality provision with respect to its shareholders a Superior Proposal. Without limiting the foregoing, an Acquisition Proposal in any agreement to which it is understood that any violation of the restrictions set forth in the preceding sentence by any officer or director of the Seller or any financial advisorPre-Closing Holder is a party, attorney and shall promptly following the date hereof send a written request (email being sufficient) to any Person to whom the Company or other advisor any of its Representatives provided confidential information of a Group Company in connection with an Acquisition Proposal, which written request shall instruct such Person to return or representative confirm (in writing, email being sufficient) destruction of the Seller, whether or not all such person is purporting to act on behalf of the Seller or otherwise, shall be deemed to be a breach of this Section 6.10confidential information.

Exclusive Dealing. Neither Prior to the Sellerearlier of the Closing or the termination of this Agreement, none of Intel, ST, or the FP Parties will, nor will any of them permit any of their respective Affiliates, officers, directors, agents or advisors to, directly or indirectly: (a) solicit, encourage, initiate or participate in any negotiations or discussions with respect to any possible debt or equity investment in the ST Business or the Intel Business or any possible sale, spin-off or other transfer of all or any material portion of the ST Business or the Intel Business (other than inventory sold in the ordinary course of business), whether by sale or transfer of assets, sale of stock, reorganization, merger or otherwise, other than in connection with the transactions contemplated by this Agreement and the other Transaction Documents including the Contemplated Financing (each such transaction described in this clause (a), a “Prohibited Transaction”); (b) provide or otherwise make available the corporate, legal or financial documents or information relating to the Intel Business, the ST Business or Holdings or any of its Affiliates or any analysis or summary thereof of Holdings or its Affiliates, or Intel or ST or any of their respective Affiliates, to any Person who has expressed an interest in making a proposal to enter into any Prohibited Transaction or who could reasonably be expected to consider doing so; (c) assist or cooperate with any Person in making any proposal with respect to any Prohibited Transaction; or (d) enter into any Contract with any Person providing for any Prohibited Transaction. In the event that Intel, ST, any of the FP Parties or any of their respective Affiliates, officers, directors, agents or representatives will takeadvisors shall receive after the Signing Date any offer or proposal with respect to any Prohibited Transaction, directly or indirectly, or any action request for disclosure or access to initiate, continue, assist, solicit, receive, negotiate, encourage any documents or accept any offer or inquiry from any Person (a) to engage information described in any Business Combination, clause (b) above, such Party shall or shall cause its Affiliate, officer, director, agent or advisor to reach any agreement immediately inform the other Parties of such offer or understanding (whether or not such agreement or understanding is absoluteproposal, revocable, contingent or conditional) for, or otherwise attempt to consummate, any Business Combination or (c) to furnish or cause to be furnished any information with respect to the Seller or its assets to any Person (other than as contemplated in this Agreement) who the Seller knows or has reason to believe is in the process of considering any Business Combination; provided that prior to the Closing Date, if the Board of Directors identity of the Seller reasonably determines Person making such offer or proposal and the Business Combination constitutes a Superior Proposal (as defined below), then, to the extent required by the fiduciary obligations of the Board of Directors of the Seller, as determined in good faith by a majority thereof after consultation with independent counsel (who may be the Seller's regularly engaged independent counsel), the Seller may, in response to an unsolicited request, furnish non-public information, and afford access to the properties, books, records, officers, employees and representatives of the Seller, participate in discussions or negotiations regarding the Superior Proposal and, provided that the Seller has complied with the provisos to its rights to terminate this Agreement pursuant to Section 11.1(c) hereof, enter into an agreement with respect to or approve or recommend to its shareholders a Superior Proposal. Without limiting the foregoing, it is understood that any violation of the restrictions set forth in the preceding sentence by any officer or director of the Seller or any financial advisor, attorney or other advisor or representative of the Seller, whether or not such person is purporting to act on behalf of the Seller or otherwise, shall be deemed to be a breach of this Section 6.10material terms thereof.

Exclusive Dealing. Neither During the Sellerperiod from the date of this Agreement through the Closing or the earlier termination of this Agreement, Seller shall not, nor shall it permit any of its agents Affiliates to, nor shall it authorize or representatives will takeknowingly permit any of its or its Affiliates’ respective Representatives to, directly or indirectly: (i) solicit, any action to initiate, continuefacilitate or encourage, assistor engage in discussions or negotiations with any other person concerning, solicit, receive, negotiate, encourage or accept any offer or inquiry from any Person (a) to engage in any Business Combinationsale, lease, license, exchange, transfer, acquisition or purchase by any person other than Buyer or its Affiliates from any of Seller or its Affiliates of any equity securities of the Acquired Companies, (b) to reach any agreement merger, consolidation, business combination, reorganization, recapitalization, bulk or understanding (whether assumption reinsurance arrangement involving all or not such agreement a significant portion of insurance liabilities, liquidation, dissolution or understanding is absoluteother similar transaction of the Acquired Companies with or into any person other than Buyer or its Affiliates, revocable, contingent or conditional) for, or otherwise attempt to consummate, any Business Combination or (c) any transfer of all or a significant portion of the Business or the assets of the Acquired Companies to any person other than Buyer or its Affiliates, (d) any issuance or sale of any debt or equity securities of the Acquired Companies to any person other than Buyer or its Affiliates, or (e) any other transaction having a similar effect to those described in clauses (a) – (d) (in each case, a “Competing Transaction”); provided that any transaction involving the sale or issuance of securities or assets of, or a merger or consolidation of, Seller or Interfinancial that excludes the Business shall not constitute a Competing Transaction; (ii) furnish or cause to be furnished any information with respect to the Seller furnished, or its assets grant access, to any Person (other than as contemplated in this Agreement) who the Seller knows person or has reason to believe is in the process of considering entity, any Business Combination; provided that prior to the Closing Date, if the Board of Directors of the Seller reasonably determines the Business Combination constitutes a Superior Proposal (as defined below), then, to the extent required by the fiduciary obligations of the Board of Directors of the Seller, as determined in good faith by a majority thereof after consultation with independent counsel (who may be the Seller's regularly engaged independent counsel), the Seller may, in response to an unsolicited request, furnish non-public informationinformation concerning the business, and afford access to the propertiesoperations, books, records, officers, employees and representatives properties or assets of the Seller, participate Acquired Companies for the purpose of engaging in discussions a Competing Transaction; or negotiations regarding the Superior Proposal and, provided that the Seller has complied with the provisos to its rights to terminate this Agreement pursuant to Section 11.1(c(iii) hereof, enter into an agreement with respect any agreement, arrangement, or understanding conflicting with, or requiring it to abandon or approve terminate or recommend fail to its shareholders a Superior Proposal. Without limiting consummate, the foregoing, it is understood that any violation of the restrictions set forth in the preceding sentence transactions contemplated by any officer or director of the Seller or any financial advisor, attorney or other advisor or representative of the Seller, whether or not such person is purporting to act on behalf of the Seller or otherwise, shall be deemed to be a breach of this Section 6.10Agreement.

Exclusive Dealing. Neither (a) From the Sellerdate of this Agreement until the earlier of the Closing or the termination of this Agreement in accordance with its terms, nor any the Company shall not, and shall cause the other Group Companies and its and their respective Representatives not to, directly or indirectly: (i) solicit, initiate, knowingly encourage (including by means of its agents furnishing or representatives will takedisclosing information), knowingly facilitate, discuss or negotiate, directly or indirectly, any action inquiry, proposal or offer (written or oral) with respect to initiatea Company Acquisition Proposal; (ii) furnish or disclose any non-public information to any Person in connection with, continueor that would reasonably be expected to lead to, assista Company Acquisition Proposal; (iii) enter into any Contract or other arrangement or understanding regarding a Company Acquisition Proposal; (iv) other than in connection with the transactions contemplated pursuant to this Agreement, solicitprepare or take any steps in connection with a public offering of any Equity Securities of any Group Company (or any Affiliate or successor of any Group Company); or (v) otherwise cooperate in any way with, receiveor assist or participate in, negotiateor knowingly facilitate or encourage any effort or attempt by any Person to do or seek to do any of the foregoing. The Company agrees to (A) notify THMA promptly upon receipt of any Company Acquisition Proposal by any Group Company, encourage or accept and to describe the material terms and conditions of any such Company Acquisition Proposal in reasonable detail (including the identity of the Persons making such Company Acquisition Proposal) and (B) keep THMA reasonably informed on a current basis of any modifications to such offer or inquiry from any Person (a) to engage in any Business Combination, (b) to reach any agreement or understanding (whether or not such agreement or understanding is absolute, revocable, contingent or conditional) for, or otherwise attempt to consummate, any Business Combination or (c) to furnish or information. The Company shall immediately cease and cause to be furnished terminated any information and all existing activities, discussions or negotiations with respect to the Seller or its assets to any Person Persons (other than as contemplated in this AgreementTHMA) who the Seller knows or has reason to believe is in the process of considering any Business Combination; provided that conducted prior to the Closing Date, if the Board of Directors or as of the Seller reasonably determines the Business Combination constitutes a Superior Proposal (as defined below), then, to the extent required date hereof by the fiduciary obligations Company or any of its Subsidiaries, and will cause the Board of Directors of other Group Companies and its and their respective Representatives to cease and cause to be terminated any and all existing activities, discussions or negotiations, that would reasonably be expected to lead to a Company Acquisition Proposal or the Sellermatters described in clause (iv) hereof, and shall, as determined in good faith promptly as practicable, terminate access by a majority thereof after consultation with independent counsel (who may be the Seller's regularly engaged independent counsel), the Seller may, in response each such Person and its Representatives to an unsolicited request, furnish any online or other data rooms containing any non-public information, and afford access to the properties, books, records, officers, employees and representatives information in respect of the Seller, participate in discussions Company or negotiations regarding any of its Subsidiaries for the Superior Proposal and, provided that the Seller has complied with the provisos purpose of permitting such Persons to its rights to terminate this Agreement pursuant to Section 11.1(c) hereof, enter into an agreement with respect to or approve or recommend to its shareholders evaluate a Superior potential Company Acquisition Proposal. Without limiting the foregoingFor clarity, it is understood that any violation actions taken by any of the restrictions set forth in the preceding sentence by any officer or director Representatives of the Seller or any financial advisor, attorney or other advisor or representative of the Seller, whether or not such person is purporting to act on behalf of the Seller or otherwise, shall Group Companies that are inconsistent with this Section 6.6(a) will be deemed to be a breach of this Section 6.106.6(a) by the Group Companies.

Exclusive Dealing. Neither (a) From the Sellerdate of this Agreement until the earlier of the Closing or the termination of this Agreement in accordance with its terms, nor any the Company shall not, and shall cause the other Group Companies and its and their respective Representatives not to, directly or indirectly: (i) solicit, initiate, encourage (including by means of its agents furnishing or representatives will takedisclosing information), facilitate, discuss or negotiate, directly or indirectly, any action inquiry, proposal or offer (written or oral) with respect to initiatea Company Acquisition Proposal; (ii) furnish or disclose any non-public information to any Person in connection with, continueor that could reasonably be expected to lead to, assista Company Acquisition Proposal; (iii) enter into any Contract or other arrangement or understanding regarding a Company Acquisition Proposal; (iv) prepare or take any steps in connection with a public offering of any Equity Securities of any Group Company (or any Affiliate or successor of any Group Company); or (v) otherwise cooperate in any way with, solicitor assist or participate in, receiveor knowingly facilitate or encourage any effort or attempt by any Person to do or seek to do any of the foregoing. The Company agrees to (A) notify RACA promptly upon receipt of any Company Acquisition Proposal by any Group Company, negotiate, encourage or accept and to describe the material terms and conditions of any such Company Acquisition Proposal in reasonable detail (including the identity of the Persons making such Company Acquisition Proposal) and (B) keep RACA reasonably informed on a current basis of any modifications to such offer or inquiry from any Person (a) to engage in any Business Combination, (b) to reach any agreement or understanding (whether or not such agreement or understanding is absolute, revocable, contingent or conditional) for, or otherwise attempt to consummate, any Business Combination or (c) to furnish or information. The Company shall immediately cease and cause to be furnished terminated any information and all existing activities, discussions or negotiations with respect to the Seller or its assets to any Person Persons (other than as contemplated in this AgreementRACA) who the Seller knows or has reason to believe is in the process of considering any Business Combination; provided that conducted prior to the Closing Date, if the Board of Directors or as of the Seller reasonably determines the Business Combination constitutes a Superior Proposal (as defined below), then, to the extent required date hereof by the fiduciary obligations Company or any of its Subsidiaries, and will cause the Board of Directors of the Sellerother Group Companies and its and their respective Representatives to cease and cause to be terminated any and all existing activities, discussions or negotiations, that would reasonably be expected to lead to a Company Acquisition Proposal, and shall, as determined in good faith promptly as practicable, terminate access by a majority thereof after consultation with independent counsel (who may be the Seller's regularly engaged independent counsel), the Seller may, in response each such Person and its Representatives to an unsolicited request, furnish any online or other data rooms containing any non-public information, and afford access to the properties, books, records, officers, employees and representatives information in respect of the Seller, participate in discussions Company or negotiations regarding any of its Subsidiaries for the Superior Proposal and, provided that the Seller has complied with the provisos purpose of permitting such Persons to its rights to terminate this Agreement pursuant to Section 11.1(c) hereof, enter into an agreement with respect to or approve or recommend to its shareholders evaluate a Superior potential Company Acquisition Proposal. Without limiting the foregoingFor clarity, it is understood that any violation actions taken by any of the restrictions set forth in the preceding sentence by any officer or director Representatives of the Seller or any financial advisor, attorney or other advisor or representative of the Seller, whether or not such person is purporting to act on behalf of the Seller or otherwise, shall Group Companies that are inconsistent with this Section 5.7(a) will be deemed to be a breach of this Section 6.105.7(a) by the Group Companies.

Exclusive Dealing. Neither (a) The Company shall immediately cease and cause to be terminated all existing discussions and negotiations with any parties with respect to any proposal that constitutes or may be reasonably expected to constitute or lead to a Company Acquisition Proposal. From the Sellerdate of this Agreement until the earlier of the Closing or the termination of this Agreement in accordance with its terms, nor any the Company shall not, and shall cause the other Group Companies not to, and shall not authorize or permit their respective Representatives to, and shall use their reasonable best efforts to cause its and their respective Representatives not to, directly or indirectly: (i) solicit, initiate, knowingly encourage (including by means of its agents furnishing or representatives will takedisclosing information), knowingly facilitate, discuss or negotiate, directly or indirectly, any action to initiateinquiry, continue, assist, solicit, receive, negotiate, encourage proposal or accept any offer (written or inquiry from any Person (aoral) to engage in any Business Combination, (b) to reach any agreement or understanding (whether or not such agreement or understanding is absolute, revocable, contingent or conditional) for, or otherwise attempt to consummate, any Business Combination or (c) to furnish or cause to be furnished any information with respect to the Seller a Company Acquisition Proposal; (ii) furnish or its assets disclose any non-public information to any Person in connection with, or that could reasonably be expected to lead to, a Company Acquisition Proposal; (iii) enter into any Contract or other than as contemplated arrangement or understanding regarding a Company Acquisition Proposal; (iv) prepare or take any steps in this Agreementconnection with a public offering of any Equity Securities of any Group Company (or any Affiliate or successor of any Group Company); (v) who the Seller knows waive or has reason to believe is otherwise forbear in the process enforcement of considering any Business Combinationrights or other benefits under confidential information agreements relating to a Company Acquisition Proposal, including without limitation any “standstill” or similar provisions thereunder; provided that prior or (vi) otherwise cooperate in any way with, or assist or participate in, or knowingly facilitate or encourage any effort or attempt by any Person to the Closing Date, if the Board of Directors do or seek to do any of the Seller reasonably determines foregoing. The Company agrees to (A) notify SPAC promptly upon receipt of any Company Acquisition Proposal by any Group Company, and to describe the Business Combination constitutes a Superior material terms and conditions of any such Company Acquisition Proposal in reasonable detail (as defined below), then, to including the extent required by the fiduciary obligations identity of the Board Persons making such Company Acquisition Proposal) and (B) keep SPAC reasonably informed on a current basis of Directors of any modifications to such offer or information. The Company shall also provide SPAC with written confirmation that the SellerCompany has advised, as determined in good faith by a majority thereof after consultation with independent counsel (who may be the Seller's regularly engaged independent counsel)writing, the Seller may, Person making such Company Acquisition Proposal that the Company and its Representatives are contractually prohibited from furnishing any non-public information regarding the Company to any Person in connection with or in response to an unsolicited request, furnish non-public information, a Company Acquisition Proposal and afford access to the properties, books, records, officers, employees and representatives of the Seller, participate from engaging in discussions or negotiations regarding the Superior Proposal and, provided that the Seller has complied with the provisos to its rights to terminate this Agreement pursuant to Section 11.1(c) hereof, enter into an agreement any Person with respect to or approve or recommend to its shareholders a Superior any Company Acquisition Proposal. Without limiting the foregoing, it is understood that any violation of the restrictions set forth in the preceding sentence by any officer or director of the Seller or any financial advisor, attorney or other advisor or representative of the Seller, whether or not such person is purporting to act on behalf of the Seller or otherwise, shall be deemed to be a breach of this Section 6.10.

Exclusive Dealing. Neither (a) From the Sellerdate of this Agreement until the earlier of the Closing or the termination of this Agreement in accordance with its terms, nor any each of its agents PubCo, IndiaCo, Blade India and Merger Sub shall not, and shall cause their Representatives not to, directly or representatives will takeindirectly, (i) solicit, initiate, encourage (including by means of furnishing or disclosing information), knowingly facilitate (including by commencing due diligence), discuss or negotiate, directly or indirectly, any action to initiateinquiry, continue, assist, solicit, receive, negotiate, encourage proposal or accept any offer (written or inquiry from any Person (aoral) to engage in any Business Combination, (b) to reach any agreement or understanding (whether or not such agreement or understanding is absolute, revocable, contingent or conditional) for, or otherwise attempt to consummate, any Business Combination or (c) to furnish or cause to be furnished any information with respect to a Blade Alternate Transaction, (ii) furnish or disclose any non-public information to any Person in connection with, or that could reasonably be expected to lead to, a Blade Alternate Transaction, (iii) enter into any Contract or other arrangement or understanding regarding a Blade Alternate Transaction, (iv) make any filings with the Seller SEC in connection with a public offering of any Equity Securities or its assets to other securities of the Blade Group (or any Affiliate or successor of the Blade Group) or (v) otherwise cooperate in any way with, or assist or participate in, or knowingly facilitate or encourage any effort or attempt by any Person (other than as contemplated in DSAQ) to do or seek to do any of the foregoing or seek to circumvent this Section 7.05(b) or further a Blade Alternate Transaction. Each of PubCo, IndiaCo, Blade India and Merger Sub also agree that, promptly following the execution of this Agreement, it shall, and shall cause each of its Subsidiaries to and shall use its reasonable best efforts to cause its and their Representatives to, (A) who cease any solicitations, discussions or negotiations with any Person (other than the Seller knows or has reason to believe is in the process of considering any Business Combination; provided that Parties and their respective Representatives) conducted prior to the Closing Dateexecution of this Agreement in connection with any Blade Alternate Transaction or any inquiry or request for information that could reasonably be expected to lead to, if the Board of Directors of the Seller reasonably determines the Business Combination constitutes or result in, a Superior Proposal Blade Alternate Transaction and (as defined below), then, to the extent required by the fiduciary obligations of the Board of Directors of the Seller, as determined in good faith by a majority thereof after consultation with independent counsel (who may be the Seller's regularly engaged independent counsel), the Seller may, in response to an unsolicited request, furnish non-public information, and afford B) terminate access to the properties, books, records, officers, employees and representatives of the Seller, participate in discussions any physical or negotiations regarding the Superior Proposal and, provided that the Seller has complied with the provisos to its rights to terminate this Agreement pursuant to Section 11.1(c) hereof, enter into an agreement with respect to electronic data room maintained by or approve or recommend to its shareholders a Superior Proposal. Without limiting the foregoing, it is understood that any violation of the restrictions set forth in the preceding sentence by any officer or director of the Seller or any financial advisor, attorney or other advisor or representative of the Seller, whether or not such person is purporting to act on behalf of the Seller Principal Shareholder or otherwise, shall be deemed the Blade Group and instruct each Person that has prior to be the date hereof executed a breach confidentiality agreement in connection with its consideration of this Section 6.10acquiring all or a portion of the Blade Group to return or destroy all confidential information furnished to such Person by or on behalf of the Blade Group prior to the date hereof.

Exclusive Dealing. Neither (a) From the Sellerdate of this Agreement until the earlier of the Closing or the termination of this Agreement in accordance with its terms, nor any TopCo, the Merger Subs and the Company shall not, and each of its agents them shall cause their Representatives not to, directly or representatives will takeindirectly (i) solicit, initiate, encourage (including by means of furnishing or disclosing information), facilitate, discuss or negotiate, directly or indirectly, any action inquiry, proposal or offer (written or oral) to initiate(A) acquire, continuein one transaction or a series of transactions, assistall or a substantial portion of any of the assets of any Group Company, solicitTopCo or either Merger Sub, receiveat least 5% of the Equity Securities of any Group Company, negotiateTopCo or either Merger Sub or the businesses of any Group Company, encourage TopCo or accept any either Merger Sub (whether by merger, consolidation, recapitalization, purchase or issuance of equity securities, purchase of assets, tender offer or inquiry from any Person otherwise) or (aB) to engage make an equity or similar investment in any Business CombinationGroup Company, TopCo, either Merger Sub or their respective Affiliates (bclause (A) to reach any agreement or understanding (whether or not such agreement or understanding is absolute, revocable, contingent or conditional) for, or otherwise attempt to consummate, any Business Combination or (cB), an “Acquisition Proposal”, provided that, for the avoidance of doubt, neither this Agreement nor any of the Ancillary Documents or any of the transactions contemplated hereby or thereby shall constitute an “Acquisition Proposal” for the purposes of this Section 6.6(a) to or otherwise); (ii) furnish or cause to be furnished disclose any non-public information with respect to the Seller or its assets to any Person in connection with, or that could reasonably be expected to lead to, an Acquisition Proposal; (other than as contemplated iii) enter into any Contract regarding an Acquisition Proposal; (iv) prepare or take any steps in this Agreementconnection with a public offering of any Equity Securities of any Group Company, TopCo or either Merger Sub (or any successor to or parent company of any Group Company); or (v) who the Seller knows otherwise cooperate in any way with, or has reason assist or participate in, or facilitate or encourage any effort or attempt by any Person to believe is in the process of considering do or seek to do any Business Combination; provided that prior to the Closing Date, if the Board of Directors of the Seller reasonably determines foregoing or seek to circumvent this Section 6.6 or further an Acquisition Proposal. The Company, TopCo and each Merger Sub agrees to (x) notify ARYA promptly upon receipt of any Acquisition Proposal by TopCo, any Merger Sub or any Group Company, and to describe the Business Combination constitutes a Superior terms and conditions of any such Acquisition Proposal in reasonable detail (as defined belowincluding the identity of the Persons making such Acquisition Proposal), then, and (y) keep ARYA fully informed on a current basis of any modifications to the extent required by the fiduciary obligations of the Board of Directors of the Seller, as determined in good faith by a majority thereof after consultation with independent counsel (who may be the Seller's regularly engaged independent counsel), the Seller may, in response to an unsolicited request, furnish non-public such offer or information, and afford access to the properties, books, records, officers, employees and representatives of the Seller, participate in discussions or negotiations regarding the Superior Proposal and, provided that the Seller has complied with the provisos to its rights to terminate this Agreement pursuant to Section 11.1(c) hereof, enter into an agreement with respect to or approve or recommend to its shareholders a Superior Proposal. Without limiting the foregoing, it is understood that any violation of the restrictions set forth in the preceding sentence by any officer or director of the Seller or any financial advisor, attorney or other advisor or representative of the Seller, whether or not such person is purporting to act on behalf of the Seller or otherwise, shall be deemed to be a breach of this Section 6.10.

Exclusive Dealing. Neither Until the SellerEffective Date, neither FAFCO nor any of its agents or representatives will takeEXPERIAN shall, directly or indirectly, take (and neither FAFCO nor EXPERIAN shall authorize or permit its or its Subsidiaries' officers, directors, employees, representatives, investment bankers, attorneys, accountants or other agents, to so take) any action to initiate, continue, assistencourage, solicit, receiveinitiate or, negotiatesubject to the fiduciary duties of its respective Board of Directors under applicable law as advised by counsel, encourage or accept any offer or inquiry from any Person (a) to engage participate in any Business Combination, (b) to reach any agreement way in discussions or understanding (whether or not such agreement or understanding is absolute, revocable, contingent or conditional) fornegotiations with, or otherwise attempt to consummate, any Business Combination or (c) to furnish or cause to be furnished any information with respect to the Seller or its assets to to, any Person (other than the Parties hereto or their respective officers, directors, representatives, agents, affiliates or associates) in connection with any possible or proposed (a) merger or other business combination, sale or other disposition of assets constituting the RES Business or the FAREISI Business, as contemplated the case may be, (b) sale of shares of capital stock if, as a result of such sale of shares of capital stock, an EXPERIAN Change of Control or a FAFCO Change of Control would occur or (c) similar transactions involving (i) in the case of EXPERIAN, the EXPERIAN Interests or the RES Business and (ii) in the case of FAFCO, FAREISI or the other FAFCO Members, the FAFCO Interests or the FAREISI Business; provided, that -------- nothing contained in this Agreement) who Section 5.07 shall restrict or prohibit any disclosure by any Party that is required on the Seller knows advice of counsel in any document to be filed with the Commission after the date of this Agreement or has reason to believe is any disclosure that, in the process opinion of considering any Business Combination; provided that prior the Chief Executive Officer of such Party on advice of counsel, is otherwise required under applicable law. Each of FAFCO and EXPERIAN will promptly communicate to the Closing Dateother Parties the terms of any proposal or inquiry that it may receive in respect of any such transaction, if the Board or of Directors any such information requested from it or of the Seller reasonably determines the Business Combination constitutes a Superior Proposal (as defined below), then, to the extent required by the fiduciary obligations of the Board of Directors of the Seller, as determined in good faith by a majority thereof after consultation with independent counsel (who may be the Seller's regularly engaged independent counsel), the Seller may, in response to an unsolicited request, furnish non-public information, and afford access to the properties, books, records, officers, employees and representatives of the Seller, participate in any such negotiations or discussions or negotiations regarding the Superior Proposal and, provided that the Seller has complied with the provisos to its rights to terminate this Agreement pursuant to Section 11.1(c) hereof, enter into an agreement with respect to or approve or recommend to its shareholders a Superior Proposal. Without limiting the foregoing, it is understood that any violation of the restrictions set forth in the preceding sentence by any officer or director of the Seller or any financial advisor, attorney or other advisor or representative of the Seller, whether or not such person is purporting to act on behalf of the Seller or otherwise, shall be deemed being sought to be a breach of this Section 6.10initiated with it.

Exclusive Dealing. Neither (a) During the SellerPre-Closing Period, the Company shall not, and shall cause its Representatives and the Group Companies not to, directly or indirectly: (i) accept, initiate, respond to, encourage, entertain, solicit, negotiate, provide information with respect to or discuss other offers for the direct or indirect sale, merger, transfer, IPO, debt or equity refinancing or recapitalization of the Company or any or all of its Subsidiaries, or any of securities, business, properties or assets of the Company or any or all of its Subsidiaries, or other offers that would require the Company to abandon the transactions contemplated hereby (each such transaction prohibited by this sentence, an “Acquisition Proposal”, provided that, for the avoidance of doubt, neither this Agreement, nor any of its agents the Ancillary Documents or representatives will takeany of the transactions contemplated hereby or thereby shall constitute an “Acquisition Proposal” for the purposes of this ‎Section 5.8(a) or otherwise); (ii) furnish or disclose any non-public information to any Person in connection with, directly or indirectlythat could reasonably be expected to lead to, an Acquisition Proposal; (iii) enter into any Contract regarding an Acquisition Proposal; (iv) prepare or take any steps in connection with a public offering of any Equity Securities of any Group Company (or any successor to or parent company of any Group Company); or (v) otherwise cooperate in any way with, or assist or participate in, or facilitate or encourage any effort or attempt by any Person to do or seek to do any of the foregoing or seek to circumvent this ‎Section 5.8(a) or further an Acquisition Proposal. Notwithstanding the foregoing, subject to Section 5.1, nothing in this Section 5.8(a) shall prohibit or restrict the Company from (x) raising bridge financing in the form of equity securities, convertible debt or SAFE Agreements of the Company or (y) consummating the Hyros Acquisition. The Company agrees to (A) notify 7GC promptly upon receipt (and in any event within forty-eight (48) hours after receipt) of any Acquisition Proposal of it, any action other Group Company or any other Person of which they are aware, and to initiatedescribe the terms and conditions of any such Acquisition Proposal in reasonable detail (including the identity of the Persons making such Acquisition Proposal), continue, assist, solicit, receive, negotiate, encourage or accept (B) keep 7GC reasonably informed on a current basis of any material modifications to such offer or inquiry from information and (C) not (and shall cause its Subsidiaries and their respective Representatives not to) conduct any Person (a) to engage in further discussions with, provide any Business Combination, (b) to reach any agreement or understanding (whether or not such agreement or understanding is absolute, revocable, contingent or conditional) forinformation to, or otherwise attempt to consummate, any Business Combination or (c) to furnish or enter into negotiations with such Persons. The Company shall immediately cease and cause to be furnished terminated any information discussions or negotiations with any Persons (other than 7GC and its Representatives) that may be ongoing with respect to an Acquisition Proposal and terminate any such Person’s and such Person’s Representative’s access to any electronic data room. The Company shall not release any third party from, or waive, amend or modify any standstill or confidentiality provision with respect to an Acquisition Proposal in any agreement to which it or any Pre-Closing Holder is a party, and shall promptly following the Seller or its assets date hereof send a written request (email being sufficient) to any Person (other than as contemplated in this Agreement) who to whom the Seller knows or has reason to believe is in the process of considering any Business Combination; provided that prior to the Closing Date, if the Board of Directors of the Seller reasonably determines the Business Combination constitutes a Superior Proposal (as defined below), then, to the extent required by the fiduciary obligations of the Board of Directors of the Seller, as determined in good faith by a majority thereof after consultation with independent counsel (who may be the Seller's regularly engaged independent counsel), the Seller may, in response to an unsolicited request, furnish non-public information, and afford access to the properties, books, records, officers, employees and representatives of the Seller, participate in discussions or negotiations regarding the Superior Proposal and, provided that the Seller has complied with the provisos to its rights to terminate this Agreement pursuant to Section 11.1(c) hereof, enter into an agreement with respect to or approve or recommend to its shareholders a Superior Proposal. Without limiting the foregoing, it is understood that any violation of the restrictions set forth in the preceding sentence by any officer or director of the Seller Company or any financial advisorof its Representatives provided confidential information of a Group Company in connection with an Acquisition Proposal, attorney which written request shall instruct such Person to return or other advisor or representative confirm (in writing) destruction of the Seller, whether or not all such person is purporting to act on behalf of the Seller or otherwise, shall be deemed to be a breach of this Section 6.10confidential information.

Exclusive Dealing. Neither (a) From the Sellerdate of this Agreement until the earlier of the Closing or the termination of this Agreement in accordance with its terms, nor the Company shall not, and shall cause its Representatives and the Group Companies not to (i) accept, initiate, respond to, encourage, entertain, solicit, discuss, negotiate, provide information with respect to any transaction or series of its agents or representatives will takerelated transactions under which any Person(s), directly or indirectly, acquires or otherwise purchases the Company or any action to initiateof its Affiliates or all or a material portion of the assets, continueEquity Securities or businesses of the Company or any of its Subsidiaries (whether by merger, assistconsolidation, solicitrecapitalization, receivepurchase or issuance of Equity Securities, negotiatepurchase of assets, encourage or accept any tender offer or inquiry from otherwise (each such transaction prohibited by this sentence, an “Acquisition Proposal,” provided that, for the avoidance of doubt, neither this Agreement, nor any of the Ancillary Documents or any of the transactions contemplated hereby or thereby shall constitute an “Acquisition Proposal” for the purposes of this ‎Section 5.8(a) or otherwise); (ii) furnish or disclose any non-public information to any Person in connection with, or that could reasonably be expected to lead to, an Acquisition Proposal; (aiii) enter into any Contract regarding an Acquisition Proposal; (iv) prepare or take any steps in connection with a public offering of any Equity Securities of any Group Company (or any successor to engage or parent company of any Group Company); or (v) otherwise cooperate in any Business Combinationway with, or assist or participate in, or facilitate or encourage any effort or attempt by any Person to do or seek to do any of the foregoing or seek to circumvent this ‎Section 5.8(a) or further an Acquisition Proposal; provided, further that, notwithstanding anything to the contrary in the foregoing, in no event shall an Acquisition Proposal include any transfer of Company Shares to any party to a Support Agreement or an Affiliate of any party to a Support Agreement to the extent that such Company Shares become subject to the obligations under such Support Agreement. The Company agrees to (A) notify Acquiror promptly upon receipt (and in any event within 48 hours after receipt) of any Acquisition Proposal of it, any other Group Company or any other Person of which they are aware, and to describe the terms and conditions of any such Acquisition Proposal in reasonable detail (including the identity of the Persons making such Acquisition Proposal), (bB) keep Acquiror fully informed on a current basis of any modifications to reach such offer or information and (C) not (and shall cause its Subsidiaries and their respective Representatives not to) conduct any agreement or understanding (whether or not such agreement or understanding is absolutefurther discussions with, revocable, contingent or conditional) forprovide any information to, or otherwise attempt to consummate, any Business Combination or (c) to furnish or enter into negotiations with such Persons. The Company shall immediately cease and cause to be furnished terminated any information discussions or negotiations with any Persons (other than Acquiror and its Representatives) that may be ongoing with respect to an Acquisition Proposal and terminate any such Person’s and such Person’s Representative’s access to any electronic data room. The Company shall not release any third party from, or waive, amend or modify any standstill or confidentiality provision with respect to an Acquisition Proposal in any agreement to which it or any Pre-Closing Holder is a party, and shall promptly following the Seller or its assets date of this Agreement send a written request (email being sufficient) to any Person (other than as contemplated in this Agreement) who to whom the Seller knows or has reason to believe is in the process of considering any Business Combination; provided that prior to the Closing Date, if the Board of Directors of the Seller reasonably determines the Business Combination constitutes a Superior Proposal (as defined below), then, to the extent required by the fiduciary obligations of the Board of Directors of the Seller, as determined in good faith by a majority thereof after consultation with independent counsel (who may be the Seller's regularly engaged independent counsel), the Seller may, in response to an unsolicited request, furnish non-public information, and afford access to the properties, books, records, officers, employees and representatives of the Seller, participate in discussions or negotiations regarding the Superior Proposal and, provided that the Seller has complied with the provisos to its rights to terminate this Agreement pursuant to Section 11.1(c) hereof, enter into an agreement with respect to or approve or recommend to its shareholders a Superior Proposal. Without limiting the foregoing, it is understood that any violation of the restrictions set forth in the preceding sentence by any officer or director of the Seller Company or any financial advisorof its Representatives provided confidential information of a Group Company in connection with an Acquisition Proposal, attorney which written request shall instruct such Person to return or other advisor or representative confirm (in writing) destruction of the Seller, whether or not all such person is purporting to act on behalf of the Seller or otherwise, shall be deemed to be a breach of this Section 6.10confidential information.

Exclusive Dealing. Neither From the Sellerdate hereof through the earlier of the Closing Date and the termination of this Agreement, nor any Sellers and the Companies will not, and will cause each of its agents or representatives will takethe Sellers’ and the Companies’ respective Representatives and Affiliates not to, directly or indirectly, any action to solicit, encourage, initiate, continueaccept, assistagree to or consummate any proposals, inquiries or offers from, solicit, receiveencourage, negotiateinitiate, encourage enter into or accept any offer participate in inquiries, discussions or inquiry from any Person (a) to engage in any Business Combination, (b) to reach any agreement or understanding (whether or not such agreement or understanding is absolute, revocable, contingent or conditional) fornegotiations with, or otherwise attempt to consummate, any Business Combination or (c) to furnish or cause to be furnished provide any information with respect to the Seller or its assets to to, any Person (other than Purchasers or their respective Representatives or Governmental Entities with respect to the Transaction), concerning the purchase of the Acquired Companies (or any membership interests or capital stock of any thereof) or all or any portion of the Acquired Companies’ businesses or any merger, sale of all or substantially all assets or similar transaction involving the Acquired Companies (or any membership interests or capital stock of any thereof) or all or any portion of the Acquired Companies’ businesses or otherwise cooperate with or assist or participate in or encourage or facilitate in any other manner any effort or attempt by any Person to do or seek to do any of the foregoing or to effect any transaction inconsistent with the Transaction. Sellers and the Companies will as contemplated in this Agreement) who the Seller knows or has reason to believe is in the process of considering soon as practicable notify Purchasers if, at any Business Combination; provided that time prior to the Closing Date, if the Board of Directors any bona fide proposal, offer or written inquiry with respect to any of the Seller reasonably determines the Business Combination constitutes a Superior Proposal (as defined below), then, to the extent required by the fiduciary obligations foregoing is made and of the Board of Directors terms thereof and the identity of the SellerPerson making the same. Sellers and the Companies will cease immediately and cause to be terminated any existing activities, as determined in good faith by a majority thereof after consultation with independent counsel (who may be the Seller's regularly engaged independent counsel), the Seller may, in response to an unsolicited request, furnish non-public information, and afford access to the properties, books, records, officers, employees and representatives of the Seller, participate in discussions or negotiations regarding the Superior Proposal and, provided that the Seller has complied with the provisos to its rights to terminate this Agreement pursuant to Section 11.1(c) hereof, enter into an agreement any Person conducted heretofore with respect to or approve or recommend to its shareholders a Superior Proposal. Without limiting the foregoing, it is understood that any violation of the restrictions set forth foregoing with respect to the Acquired Companies. Sellers and the Companies will promptly request all Persons who have heretofore executed a confidentiality agreement in the preceding sentence by connection with such Persons’ consideration of any officer or director of the foregoing transactions to return or destroy all confidential information heretofore furnished to such Persons by or on behalf of any Seller or any financial advisorCompany or any Affiliate of any thereof with respect to the Acquired Companies in accordance with such confidentiality agreement, attorney or other advisor or representative of the Seller, whether or not and will use commercially reasonable efforts to enforce all material obligations under such person is purporting to act on behalf of the Seller or otherwise, shall be deemed to be a breach of this Section 6.10confidentiality agreements.

Exclusive Dealing. Neither (a) From the Sellerdate of this Agreement until the earlier of the Closing or the termination of this Agreement in accordance with its terms, nor any TopCo and the Company shall not, and each of its agents them shall cause their Representatives not to, directly or representatives will takeindirectly (i) solicit, initiate, encourage (including by means of furnishing or disclosing information), facilitate, discuss or negotiate, directly or indirectly, any action inquiry, proposal or offer (written or oral) to initiate(A) acquire, continuein one transaction or a series of transactions, assistall or a substantial portion of any of the assets of any Group Company or TopCo, solicitat least 5% of the Equity Securities of any Group Company or TopCo or the businesses of any Group Company or TopCo (whether by merger, receiveconsolidation, negotiaterecapitalization, encourage purchase or accept any issuance of Equity Securities, purchase of assets, tender offer or inquiry from any Person otherwise) or (aB) to engage make an equity or similar investment in any Business Combination, Group Company or TopCo (bclause (A) to reach any agreement or understanding (whether or not such agreement or understanding is absolute, revocable, contingent or conditional) for, or otherwise attempt to consummate, any Business Combination or (cB), an “Acquisition Proposal”, provided that, for the avoidance of doubt, neither this Agreement nor any of the Ancillary Documents or any of the transactions contemplated hereby or thereby shall constitute an “Acquisition Proposal” for the purposes of this Section 6.6(a) to or otherwise); (ii) furnish or cause to be furnished disclose any non-public information with respect to the Seller or its assets to any Person in connection with, or that could reasonably be expected to lead to, an Acquisition Proposal; (other than as contemplated iii) enter into any Contract regarding an Acquisition Proposal; (iv) prepare or take any steps in this Agreementconnection with a public offering of any Equity Securities of any Group Company or TopCo (or any successor to or parent company of any Group Company); or (v) who the Seller knows otherwise cooperate in any way with, or has reason assist or participate in, or facilitate or encourage any effort or attempt by any Person to believe is in the process of considering do or seek to do any Business Combination; provided that prior to the Closing Date, if the Board of Directors of the Seller reasonably determines foregoing or seek to circumvent this Section 6.6 or further an Acquisition Proposal. The Company and TopCo agree to (x) notify Parent promptly upon receipt of any Acquisition Proposal by TopCo or any Group Company, and to describe the Business Combination constitutes a Superior terms and conditions of any such Acquisition Proposal in reasonable detail (as defined belowincluding the identity of the Persons making such Acquisition Proposal), then, and (y) keep Parent fully informed on a current basis of any modifications to the extent required by the fiduciary obligations of the Board of Directors of the Seller, as determined in good faith by a majority thereof after consultation with independent counsel (who may be the Seller's regularly engaged independent counsel), the Seller may, in response to an unsolicited request, furnish non-public such offer or information, and afford access to the properties, books, records, officers, employees and representatives of the Seller, participate in discussions or negotiations regarding the Superior Proposal and, provided that the Seller has complied with the provisos to its rights to terminate this Agreement pursuant to Section 11.1(c) hereof, enter into an agreement with respect to or approve or recommend to its shareholders a Superior Proposal. Without limiting the foregoing, it is understood that any violation of the restrictions set forth in the preceding sentence by any officer or director of the Seller or any financial advisor, attorney or other advisor or representative of the Seller, whether or not such person is purporting to act on behalf of the Seller or otherwise, shall be deemed to be a breach of this Section 6.10.

Exclusive Dealing. Neither (a) From the Sellerdate of this Agreement until the earlier of the Closing or the termination of this Agreement in accordance with its terms, nor any the Company shall not, and shall cause its Representatives not to, directly or indirectly (i) solicit, initiate, encourage (including by means of its agents furnishing or representatives will takedisclosing information), facilitate, discuss or negotiate, directly or indirectly, any action inquiry, proposal or offer (written or oral) to initiate(A) acquire, continuein one transaction or a series of transactions, assistall or a substantial portion of any of the assets of any Group Company, solicitthe Equity Securities of any Group Company or the businesses of any Group Company (whether by merger, receiveconsolidation, negotiaterecapitalization, encourage purchase or accept any issuance of equity securities, purchase of assets, tender offer or inquiry from any Person otherwise), or (aB) to engage make an equity or similar investment in any Business Combination, Group Company or their respective Affiliates (bclause (A) to reach any agreement or understanding (whether or not such agreement or understanding is absolute, revocable, contingent or conditional) for, or otherwise attempt to consummate, any Business Combination or (cB), an “Acquisition Proposal”, provided that, for the avoidance of doubt, neither this Agreement nor any of the Ancillary Documents or any of the transactions contemplated hereby or thereby shall constitute an “Acquisition Proposal” for the purposes of this Section 6.6(a) to or otherwise); (ii) furnish or cause to be furnished disclose any non-public information with respect to the Seller or its assets to any Person in connection with, or that could reasonably be expected to lead to, an Acquisition Proposal; (other than as contemplated iii) enter into any Contract regarding an Acquisition Proposal; (iv) prepare or take any steps in this Agreementconnection with a public offering of any Equity Securities of any Group Company (or any successor to or parent company of any Group Company); or (v) who the Seller knows otherwise cooperate in any way with, or has reason assist or participate in, or facilitate or encourage any effort or attempt by any Person to believe is in the process of considering do or seek to do any Business Combination; provided that prior to the Closing Date, if the Board of Directors of the Seller reasonably determines foregoing or seek to circumvent this Section 6.6 or further an Acquisition Proposal. The Company agrees to (x) notify Qell promptly upon receipt of any Acquisition Proposal by any Group Company, and to describe the Business Combination constitutes a Superior terms and conditions of any such Acquisition Proposal in reasonable detail (as defined belowincluding the identity of the Persons making such Acquisition Proposal), then, and (y) keep Qell fully informed on a current basis of any modifications to the extent required by the fiduciary obligations of the Board of Directors of the Seller, as determined in good faith by a majority thereof after consultation with independent counsel (who may be the Seller's regularly engaged independent counsel), the Seller may, in response to an unsolicited request, furnish non-public such offer or information, and afford access to the properties, books, records, officers, employees and representatives of the Seller, participate in discussions or negotiations regarding the Superior Proposal and, provided that the Seller has complied with the provisos to its rights to terminate this Agreement pursuant to Section 11.1(c) hereof, enter into an agreement with respect to or approve or recommend to its shareholders a Superior Proposal. Without limiting the foregoing, it is understood that any violation of the restrictions set forth in the preceding sentence by any officer or director of the Seller or any financial advisor, attorney or other advisor or representative of the Seller, whether or not such person is purporting to act on behalf of the Seller or otherwise, shall be deemed to be a breach of this Section 6.1066

Exclusive Dealing. Neither During the Sellerperiod from the date of this Agreement to the earlier of the Closing and the termination of this Agreement in accordance with its terms, nor each of the Company and each Executory Seller shall not, and shall direct and not authorize or permit any of its agents Affiliates or any of its or their representatives will taketo, directly or indirectly: (a) solicit, any action to initiate, continue, assist, solicit, receive, negotiatefacilitate, encourage or accept any offer continue discussions or inquiry from any Person (a) to engage in negotiations with any Business CombinationPerson, other than Purchaser or its Affiliates, relating to the possible direct or indirect acquisition of any Equity Interests or material assets of any Acquired Company (whether by way of merger, purchase of equity, purchase of assets or otherwise) (an “Acquisition Transaction”); (b) provide non-public information or documentation with respect to reach any Acquired Company to any Person, other than Purchaser, its Affiliates or their respective representatives, relating to an Acquisition Transaction, or otherwise knowingly cooperate with any third-party relating to an Acquisition Transaction; (c) enter into any letter of intent or agreement in principle or any agreement or understanding (whether or not such agreement binding) with any Person, other than Purchaser or understanding its Affiliates with respect to an Acquisition Transaction. 53 Notwithstanding the foregoing, the Company may inform any third party that it is absoluterestricted from participating in discussions regarding an Acquisition Transaction. The Company shall, revocableand shall direct its representatives to, contingent or conditionalimmediately (i) for, or otherwise attempt to consummate, any Business Combination or (c) to furnish or cease and cause to be furnished terminated any information and all existing activities, discussions or negotiations with any Persons conducted heretofore with respect to any offer or proposal that constitutes an Acquisition Transaction and (ii) use Commercially Reasonable Efforts to exercise contractual rights (if any) to cause the Seller return or its assets destruction of any confidential information of the Acquired Companies shared with any such Persons in connection therewith. In the event that any Acquired Company receives any offer or proposal relating to any Person (other than as contemplated in this Agreement) who an Acquisition Transaction from a third party, the Seller knows or has reason to believe is in the process Company shall promptly notify Purchaser of considering any Business Combination; provided that prior such Acquisition Proposal. Notwithstanding anything to the Closing Date, if the Board of Directors of the Seller reasonably determines the Business Combination constitutes a Superior Proposal (as defined below), then, to the extent required by the fiduciary obligations of the Board of Directors of the Seller, as determined in good faith by a majority thereof after consultation with independent counsel (who may be the Seller's regularly engaged independent counsel)contrary herein, the Seller may, in response to an unsolicited request, furnish non-public information, and afford access to the properties, books, records, officers, employees and representatives exercise of the Seller, participate in discussions or negotiations regarding the Superior Proposal and, provided that the Seller has complied with the provisos to its rights to terminate this Agreement pursuant to Section 11.1(c) hereof, enter into an agreement with respect to or approve or recommend to its shareholders a Superior Proposal. Without limiting the foregoing, it is understood that any violation of the restrictions set forth in the preceding sentence Options by any officer Optionholder will in no event be deemed an Acquisition Transaction or director of the Seller or any financial advisor, attorney or other advisor or representative of the Seller, whether or not such person is purporting to act on behalf of the Seller or otherwise, shall otherwise be deemed to be a breach of violate this Section 6.106.05.

Exclusive Dealing. Neither (a) From the SellerOriginal Effective Date until the earlier of the Closing or the termination of this Agreement in accordance with its terms, nor any the Company has not and shall not, and has caused and shall cause the other Group Companies, Parent, Parent GP and its and their respective Representatives not to, directly or indirectly: (i) solicit, initiate, seek, knowingly encourage (including by means of its agents furnishing or representatives will takedisclosing information), knowingly facilitate, accept, or negotiate, directly or indirectly, any action to initiateinquiry, continue, assist, solicit, receive, negotiate, encourage proposal or accept any offer or inquiry from any Person (a) to engage in any Business Combination, (b) to reach any agreement or understanding (whether formal or not such agreement informal, written, oral or understanding is absolute, revocable, contingent or conditionalotherwise) for, or otherwise attempt to consummate, any Business Combination or (c) to furnish or cause to be furnished any information with respect to the Seller a Company Acquisition Proposal; (ii) furnish or its assets provide any non-public information or documents to any Person in connection with, or that could reasonably be expected to lead to, a Company Acquisition Proposal; (iii) enter into, participate in or continue in any discussions or negotiations with any third party in connection with or related to, or approve, accept, or enter into any letter of intent, term sheet or Contract or other arrangement or understanding regarding, any Company Acquisition Proposal; (iv) prepare, submit, file or take any steps in connection with a public or other offering or sale of any Equity Securities of any Group Company (or any Affiliate, current or future parent entity or successor of any Group Company), including making any filings or confidential submissions to the SEC related there or filing or submitting a registration statement (or similar document) with the SEC or make any public statement, announcement or filing with respect to a potential or actual offering of securities, other than as expressly contemplated by this Agreement or any Ancillary Document; (v) consummate any Company Acquisition Proposal; or (vi) otherwise cooperate in this Agreement) who the Seller knows any way with, or has reason assist or participate in, or knowingly facilitate or encourage any effort or attempt by any Person to believe is in the process of considering do or seek to do any Business Combination; provided that prior to the Closing Date, if the Board of Directors of the Seller reasonably determines the Business Combination constitutes a Superior Proposal foregoing. The Company agrees to (as defined below), then, to the extent required by the fiduciary obligations of the Board of Directors of the Seller, as determined in good faith by a majority thereof after consultation with independent counsel (who may be the Seller's regularly engaged independent counsel), the Seller may, in response to an unsolicited request, furnish non-public informationA) terminate, and afford access cause each of its parent entities, Affiliates and Subsidiaries, and its and their Representatives to the propertiesterminate, books, records, officers, employees any and representatives of the Seller, participate in all existing discussions or negotiations with any Person or group of Persons regarding a Company Acquisition Proposal, (B) notify Pathfinder promptly upon receipt of any Company Acquisition Proposal by any Group Company or Affiliate or any officer, director, equity holder, employee or other Representative, and to describe the Superior material terms and conditions of any such Company Acquisition Proposal and, provided that in reasonable detail (including the Seller has complied with the provisos to its rights to terminate this Agreement pursuant to Section 11.1(c) hereof, enter into an agreement with respect to or approve or recommend to its shareholders a Superior Proposal. Without limiting the foregoing, it is understood that any violation identity of the restrictions set forth Persons making such Company Acquisition Proposal) and to provide a copy of any such Company Acquisition Proposal, if extended in the preceding sentence by writing, and (C) keep Pathfinder reasonably informed on a current basis of any officer modifications to such offer or director of the Seller or any financial advisor, attorney or other advisor or representative of the Seller, whether or not such person is purporting to act on behalf of the Seller or otherwise, shall be deemed to be a breach of this Section 6.10information.

Exclusive Dealing. Neither (a) From the Sellerdate of this Agreement until the earlier of the Arrangement Effective Time or the termination of this Agreement in accordance with its terms, nor any the Company shall not, and shall cause the other Group Companies, its controlled Affiliates and its and their respective Representatives not to, directly or indirectly: (i) solicit, initiate, knowingly encourage (including by means of its agents furnishing or representatives will takedisclosing information), knowingly facilitate, directly or indirectly, any action to initiateinquiry, continue, assist, solicit, receive, negotiate, encourage proposal or accept any offer (written or inquiry from any Person (aoral) to engage in any Business Combination, (b) to reach any agreement or understanding (whether or not such agreement or understanding is absolute, revocable, contingent or conditional) for, or otherwise attempt to consummate, any Business Combination or (c) to furnish or cause to be furnished any information with respect to the Seller a Company Acquisition Proposal; (ii) furnish or its assets disclose any non-public information to any Person in connection with, or that could reasonably be expected to lead to, a Company Acquisition Proposal; (iii) discuss or negotiate with any Person a Company Acquisition Proposal (other than as contemplated in this Agreement) who the Seller knows or has reason to believe is in the process of considering any Business Combination; provided that prior to the Closing Date, if the Board of Directors of the Seller reasonably determines the Business Combination constitutes a Superior Proposal (as defined below), then, to the extent required by the fiduciary obligations of the Board of Directors of the Seller, as determined in good faith by a majority thereof after consultation with independent counsel (who may be the Seller's regularly engaged independent counsel), the Seller may, in response to an unsolicited request, furnish non-public information, and afford access to the properties, books, records, officers, employees and representatives of the Seller, participate in discussions or negotiations regarding the Superior Proposal and, provided that the Seller has complied with the provisos to its rights to terminate this Agreement pursuant to Section 11.1(c) hereof, enter into an agreement with respect to or approve or recommend to its shareholders a Superior Proposal. Without limiting the foregoing, it is understood that any violation inform such Person of the restrictions set forth in the preceding sentence this Section 5.5(d), (iv) enter into any Contract or other arrangement or understanding regarding a Company Acquisition Proposal; (v) take meaningful steps in preparation for, or conduct, a public offering of any Equity Securities of any Group Company (or any Affiliate or successor of any Group Company); or (vi) otherwise cooperate in any way with, or knowingly assist or participate in, or knowingly facilitate or encourage any effort or attempt by any officer Person to do or director seek to do any of the Seller or foregoing. The Company agrees to (A) notify Prospector promptly upon receipt of any financial advisorCompany Acquisition Proposal by any Group Company, attorney or other advisor or representative and to describe the material terms and conditions of any such Company Acquisition Proposal in reasonable detail (including the identity of the SellerPersons making such Company Acquisition Proposal) and (B) keep Prospector reasonably informed on a current basis of any modifications to such offer or information. Notwithstanding anything to the contrary in this Section 5.6(a), whether this Agreement shall not prevent the Company or not such person is purporting its board of directors from, prior to act on behalf obtaining the Company Required Approval in respect of the Seller Company Arrangement Resolution, disclosing to Company Shareholders the receipt, existence or otherwise, shall be deemed to be terms of a bona fide Company Acquisition Proposal received after the date hereof that did not result from a material breach of this Section 6.105.6(a).

Exclusive Dealing. Neither (a) From the Sellerdate of this Agreement until the earlier of the Closing or the termination of this Agreement in accordance with its terms, except as set forth on Section 5.8 of the Company Schedules, the Company shall not, and shall cause its controlled Affiliates, and its and such controlled Affiliates’ respective directors, officers, employees, accountants, consultants, advisors, attorneys and agents acting on behalf of the Group Companies not to, directly or indirectly: (i) accept, initiate, respond to, knowingly encourage, solicit, negotiate, provide information with respect to or discuss other offers for the direct or indirect sale, merger, transfer, IPO or recapitalization of the Company or any or all of its Subsidiaries, or any securities, business, properties or assets of the Company or any or all of its Subsidiaries, in each case, that would require the Company to abandon the transactions contemplated hereby (each such transaction prohibited by this sentence, an “Acquisition Proposal”, provided that, for the avoidance of doubt, neither this Agreement, nor any of the Ancillary Documents or any of the transactions contemplated hereby or thereby or any of the matters set forth on Section 5.8 of the Company Schedules shall constitute an “Acquisition Proposal” for the purposes of this Section 5.8(a) or otherwise); (ii) furnish or disclose any non-public information of the Group Companies to any Person in connection with an Acquisition Proposal; (iii) enter into any Contract regarding an Acquisition Proposal; (iv) prepare a public offering of any Equity Securities of any Group Company (or any successor to or parent company of any Group Company); or (v) otherwise cooperate in any way with, or assist or knowingly participate in, or knowingly facilitate or knowingly encourage any effort or attempt by any Person to do or seek to do any of the foregoing or seek to circumvent this Section 5.8(a) or further an Acquisition Proposal; provided, that nothing herein shall restrict the Company Board from changing its agents recommendation to the Pre-Closing Holders of Company Stock in favor of the approval and adoption of this Agreement and the Merger prior to the date on which the Written Consent is delivered if, following the receipt of a Superior Proposal by the Company, the Company Board determines in good faith, after consultation with its outside legal counsel, that the failure to so change its recommendation as a result of such Superior Proposal would be inconsistent with its fiduciary duties to the stockholders of the Company under applicable Law (a “Company Change in Recommendation”); provided, further, that the Company (to the extent lawful and reasonably practicable) shall first provide STPC at least forty-eight (48) hours prior written notice of any such Company Change in Recommendation. The Company agrees to (A) notify STPC promptly upon receipt (and in any event within forty-eight (48) hours after receipt) of any Acquisition Proposal that it or representatives will takeany other Group Company receives and to describe the terms and conditions of any such Acquisition Proposal in reasonable detail (including the identity of the Persons making such Acquisition Proposal), directly or indirectly, (B) keep STPC reasonably informed on a reasonably current basis of any action modifications to initiate, continue, assist, solicit, receive, negotiate, encourage or accept any such offer or inquiry from information and (C) not (and to cause its Representatives not to) conduct any Person (a) to engage in further discussions with, provide any Business Combination, (b) to reach any agreement or understanding (whether or not such agreement or understanding is absolute, revocable, contingent or conditional) forinformation to, or otherwise attempt to consummate, any Business Combination or (c) to furnish or enter into negotiations with such Persons. The Company shall immediately cease and cause to be furnished terminated any information discussions or negotiations with any Persons (other than STPC and its Representatives) that may be ongoing with respect to an Acquisition Proposal as of the Seller or its assets date hereof and terminate any such Person’s and such Person’s Representative’s access to any Person (other than as contemplated in this Agreement) who the Seller knows or has reason to believe is in the process of considering any Business Combination; provided that prior to the Closing Date, if the Board of Directors of the Seller reasonably determines the Business Combination constitutes a Superior Proposal (as defined below), then, to the extent required by the fiduciary obligations of the Board of Directors of the Seller, as determined in good faith by a majority thereof after consultation with independent counsel (who may be the Seller's regularly engaged independent counsel), the Seller may, in response to an unsolicited request, furnish non-public information, and afford access to the properties, books, records, officers, employees and representatives of the Seller, participate in discussions or negotiations regarding the Superior Proposal and, provided that the Seller has complied with the provisos to its rights to terminate this Agreement pursuant to Section 11.1(c) hereof, enter into an agreement with respect to or approve or recommend to its shareholders a Superior Proposal. Without limiting the foregoing, it is understood that any violation of the restrictions set forth in the preceding sentence by any officer or director of the Seller or any financial advisor, attorney or other advisor or representative of the Seller, whether or not such person is purporting to act on behalf of the Seller or otherwise, shall be deemed to be a breach of this Section 6.10electronic data room.

Exclusive Dealing. Neither Between the Sellerdate hereof and the earlier of the Closing and the termination of this Agreement, nor any of the Company shall not (and shall use reasonable efforts to cause its agents or representatives will takeRepresentatives and Affiliates not to), directly or indirectly, take any action to initiate, continue, assist, of the following actions with any party other than Buyer and its designees: (i) solicit, receiveknowingly encourage, negotiateinitiate or participate in any negotiations or discussions with respect to, encourage or accept any offer or inquiry from proposal to acquire or license all or substantially all, or a significant portion (other than its products in the ordinary course of business), of the Company’s business, technologies or properties or any Person of the Company’s equity whether by merger, purchase of assets, equity purchase (including convertible securities), license, tender offer or otherwise (including any option or right with respect to any of the foregoing), or enter into any agreement providing for, or effect, any such transaction; (ii) disclose any information not customarily disclosed in the ordinary course of business to any person concerning the Company’s business, technologies or properties or afford to any person or entity including, but not limited to, financing parties, access to its properties, books or records; (iii) assist or cooperate with any person to: (a) make any proposal to engage in purchase all or any Business Combination, portion of the Company’s equity; or (b) to reach license all or any material portion of the Company’s assets; or (iv) enter into any agreement or understanding arrangement with any person providing for the acquisition or licensing of all or any significant portion of the Company (whether by way of merger, purchase of assets, equity purchase, license, tender offer or not such agreement or understanding is absolute, revocable, contingent or conditional) forotherwise). In the event that the Company shall receive, or otherwise attempt to consummateshall become aware that any of its officers, managers, employees, members, agents, representatives or affiliates has received, any Business Combination offer or proposal, directly or indirectly, of the type referred to in clause (i) or (ciii) above, or any request for disclosure or access pursuant to furnish clause (ii) above, it shall notify Buyer of such offer or cause proposal within twenty-four hours thereof, including without limitation information as to be furnished the specific terms of such offer or proposal, as the case may be, and will cooperate with Buyer by furnishing any information Buyer may reasonably request with respect thereto. The Company agrees to immediately terminate any current discussions with third parties with respect to the Seller or its assets to any Person (other than as contemplated in this Agreement) who the Seller knows or has reason to believe is in the process of considering any Business Combination; provided that prior to the Closing Date, if the Board of Directors of the Seller reasonably determines foregoing and represents that it has the Business Combination constitutes a Superior Proposal (as defined below), then, right to the extent required by the fiduciary obligations of the Board of Directors of the Seller, as determined in good faith by a majority thereof after consultation with independent counsel (who may be the Seller's regularly engaged independent counsel), the Seller may, in response to an unsolicited request, furnish non-public information, and afford access to the properties, books, records, officers, employees and representatives of the Seller, participate in discussions or negotiations regarding the Superior Proposal and, provided that the Seller has complied with the provisos to its rights to so terminate this Agreement pursuant to Section 11.1(c) hereof, enter into an agreement with respect to or approve or recommend to its shareholders a Superior Proposalany such discussions. Without limiting the foregoing, it is understood that any violation of the restrictions set forth in the preceding sentence above by any officer officer, manager, member, agent, representative or director affiliate of the Seller or any financial advisor, attorney or other advisor or representative of the Seller, whether or not such person is purporting to act on behalf of the Seller or otherwise, Company shall be deemed to be a breach of this Section 6.10Agreement by the Company.

Exclusive Dealing. Neither (a) From the Sellerdate of this Agreement until the earlier of the Closing or the termination of this Agreement in accordance with its terms, except as set forth on Section 5.8 of the Company Schedules, the Company shall not, and shall cause its controlled Affiliates, and its and such controlled Affiliates’ respective directors, officers, employees, accountants, consultants, advisors, attorneys and agents acting on behalf of the Group Companies not to, directly or indirectly: (i) accept, initiate, respond to, knowingly encourage, solicit, negotiate, provide information with respect to or discuss other offers for the direct or indirect sale, merger, transfer, IPO or recapitalization of the Company or any or all of its Subsidiaries, or any securities, business, properties or assets of the Company or any or all of its Subsidiaries, in each case, that would require the Company to abandon the transactions contemplated hereby (each such transaction prohibited by this sentence, an “Acquisition Proposal”, provided that, for the avoidance of doubt, neither this Agreement, nor any of the Ancillary Documents or any of the transactions contemplated hereby or thereby or any of the matters set forth on Section 5.8 of the Company Schedules shall constitute an “Acquisition Proposal” for the purposes of this Section 5.8(a) or otherwise); (ii) furnish or disclose any non-public information of the Group Companies to any Person in connection with an Acquisition Proposal; (iii) enter into any Contract regarding an Acquisition Proposal; (iv) prepare a public offering of any Equity Securities of any Group Company (or any successor to or parent company of any Group Company); or (v) otherwise cooperate in any way with, or assist or knowingly participate in, or knowingly facilitate or knowingly encourage any effort or attempt by any Person to do or seek to do any of the foregoing or seek to circumvent this Section 5.8(a) or further an Acquisition Proposal; provided, that nothing herein shall restrict the Company Board from changing its agents recommendation to the Pre-Closing Holders of Company Stock in favor of the approval and adoption of this Agreement and the Merger prior to the date on which the Written Consent is delivered if, following the receipt of a Superior Proposal by the Company, the Company Board determines in good faith, after consultation with its outside legal counsel, that the failure to so change its recommendation as a result of such Superior Proposal would be inconsistent with its fiduciary duties to the stockholders of the Company under applicable Law (a “Company Change in Recommendation”); provided, further, that the Company (to the extent lawful and reasonably practicable) shall first provide STPK at least forty-eight (48) hours prior written notice of any such Company Change in Recommendation. The Company agrees to (A) notify STPK promptly upon receipt (and in any event within forty-eight (48) hours after receipt) of any Acquisition Proposal that it or representatives will takeany other Group Company receives and to describe the terms and conditions of any such Acquisition Proposal in reasonable detail (including the identity of the Persons making such Acquisition Proposal), directly or indirectly, (B) keep STPK reasonably informed on a reasonably current basis of any action modifications to initiate, continue, assist, solicit, receive, negotiate, encourage or accept any such offer or inquiry from information and (C) not (and to cause its Representatives not to) conduct any Person (a) to engage in further discussions with, provide any Business Combination, (b) to reach any agreement or understanding (whether or not such agreement or understanding is absolute, revocable, contingent or conditional) forinformation to, or otherwise attempt to consummate, any Business Combination or (c) to furnish or enter into negotiations with such Persons. The Company shall immediately cease and cause to be furnished terminated any information discussions or negotiations with any Persons (other than STPK and its Representatives) that may be ongoing with respect to an Acquisition Proposal as of the Seller or its assets date hereof and terminate any such Person’s and such Person’s Representative’s access to any Person (other than as contemplated in this Agreement) who the Seller knows or has reason to believe is in the process of considering any Business Combination; provided that prior to the Closing Date, if the Board of Directors of the Seller reasonably determines the Business Combination constitutes a Superior Proposal (as defined below), then, to the extent required by the fiduciary obligations of the Board of Directors of the Seller, as determined in good faith by a majority thereof after consultation with independent counsel (who may be the Seller's regularly engaged independent counsel), the Seller may, in response to an unsolicited request, furnish non-public information, and afford access to the properties, books, records, officers, employees and representatives of the Seller, participate in discussions or negotiations regarding the Superior Proposal and, provided that the Seller has complied with the provisos to its rights to terminate this Agreement pursuant to Section 11.1(c) hereof, enter into an agreement with respect to or approve or recommend to its shareholders a Superior Proposal. Without limiting the foregoing, it is understood that any violation of the restrictions set forth in the preceding sentence by any officer or director of the Seller or any financial advisor, attorney or other advisor or representative of the Seller, whether or not such person is purporting to act on behalf of the Seller or otherwise, shall be deemed to be a breach of this Section 6.10electronic data room.

Exclusive Dealing. Neither (a) From the Sellerdate of this Agreement until the earlier of the Closing or the termination of this Agreement in accordance with its terms, nor any the Company shall not, and shall cause the other Group Companies and its and their respective Representatives not to, directly or indirectly: (i) solicit, initiate, knowingly encourage (including by means of its agents furnishing or representatives will takedisclosing non-public information), knowingly facilitate, discuss or negotiate, directly or indirectly, any action inquiry, proposal or offer (written or oral) with respect to initiatea Company Acquisition Proposal; (ii) furnish or disclose any non-public information to any Person in connection with, continueor that could reasonably be expected to lead to, assista Company Acquisition Proposal; (iii) enter into any Contract or other arrangement or understanding regarding a Company Acquisition Proposal; (iv) prepare or take any steps in connection with a public offering of any Equity Securities of any Group Company (or any Affiliate or successor of any Group Company); or (v) otherwise cooperate in any way with, solicitor assist or participate in, receiveor knowingly facilitate or encourage any effort or attempt by any Person to do or seek to do any of the foregoing. The Company agrees to (A) notify AMHC promptly upon receipt of any Company Acquisition Proposal by any Group Company, negotiate, encourage or accept and to describe the material terms and conditions of any such Company Acquisition Proposal in reasonable detail (including the identity of the Persons making such Company Acquisition Proposal) and (B) keep AMHC reasonably informed on a current basis of any modifications to such offer or inquiry from any Person (a) to engage in any Business Combination, (b) to reach any agreement or understanding (whether or not such agreement or understanding is absolute, revocable, contingent or conditional) for, or otherwise attempt to consummate, any Business Combination or (c) to furnish or information. The Company shall immediately cease and cause to be furnished terminated any information and all existing activities, discussions or negotiations with respect to the Seller or its assets to any Person Persons (other than as contemplated in this AgreementAMHC) who the Seller knows or has reason to believe is in the process of considering any Business Combination; provided that conducted prior to the Closing Date, if the Board of Directors or as of the Seller reasonably determines the Business Combination constitutes a Superior Proposal (as defined below), then, to the extent required date hereof by the fiduciary obligations Company or any of its Subsidiaries, and will cause the Board of Directors of the Sellerother Group Companies and its and their respective Representatives to cease and cause to be terminated any and all existing activities, discussions or negotiations, that would reasonably be expected to lead to a Company Acquisition Proposal, and shall, as determined in good faith promptly as practicable, terminate access by a majority thereof after consultation with independent counsel (who may be the Seller's regularly engaged independent counsel), the Seller may, in response each such Person and its Representatives to an unsolicited request, furnish any online or other data rooms containing any non-public information, and afford access to the properties, books, records, officers, employees and representatives information in respect of the Seller, participate in discussions Company or negotiations regarding any of its Subsidiaries for the Superior Proposal and, provided that the Seller has complied with the provisos purpose of permitting such Persons to its rights to terminate this Agreement pursuant to Section 11.1(c) hereof, enter into an agreement with respect to or approve or recommend to its shareholders evaluate a Superior potential Company Acquisition Proposal. Without limiting the foregoingFor clarity, it is understood that any violation actions taken by any of the restrictions set forth in the preceding sentence by any officer or director Representatives of the Seller or any financial advisor, attorney or other advisor or representative of the Seller, whether or not such person is purporting to act Group Companies on behalf of the Seller or otherwise, shall Company that are inconsistent with this Section 5.7(a) will be deemed to be a breach of this Section 6.105.7(a) by the Group Companies.

Exclusive Dealing. Neither (a) From the Sellerdate of this Agreement until the earlier of the Closing or the termination of this Agreement in accordance with its terms, nor any each of its agents Parent, Polestar Singapore, Polestar Sweden, ListCo and Merger Sub shall not, and shall cause their Representatives not to, directly or representatives will takeindirectly, (i) solicit, initiate, encourage (including by means of furnishing or disclosing information), knowingly facilitate (including by commencing due diligence), discuss or negotiate, directly or indirectly, any action to initiateinquiry, continue, assist, solicit, receive, negotiate, encourage proposal or accept any offer (written or inquiry from any Person (aoral) to engage in any Business Combination, (b) to reach any agreement or understanding (whether or not such agreement or understanding is absolute, revocable, contingent or conditional) for, or otherwise attempt to consummate, any Business Combination or (c) to furnish or cause to be furnished any information with respect to a Company Alternate Transaction, (ii) furnish or disclose any non-public information to any Person in connection with, or that could reasonably be expected to lead to, a Company Alternate Transaction, (iii) enter into any Contract or other arrangement or understanding regarding a Company Alternate Transaction, (iv) make any filings with the Seller SEC in connection with a public offering of any Equity Securities or its assets to other securities of the Company (or any Affiliate or successor of the Company) or (v) otherwise cooperate in any way with, or assist or participate in, or knowingly facilitate or encourage any effort or attempt by any Person (other than as contemplated in GG) to do or seek to do any of the foregoing or seek to circumvent this Section 8.04(b) or further a Company Alternate Transaction. Each of Parent, ListCo, Polestar Singapore and Polestar Sweden, also agree that, promptly following the execution of this Agreement, it shall, and shall cause each of its Subsidiaries to and shall use its reasonable best efforts to cause its and their Representatives to, (A) who cease any solicitations, discussions or negotiations with any Person (other than the Seller knows or has reason to believe is in the process of considering any Business Combination; provided that Parties and their respective Representatives) conducted prior to the Closing Dateexecution of this Agreement in connection with any Company Alternate Transaction or any inquiry or request for information that could reasonably be expected to lead to, if the Board of Directors of the Seller reasonably determines the Business Combination constitutes or result in, a Superior Proposal Company Alternate Transaction and (as defined below), then, to the extent required by the fiduciary obligations of the Board of Directors of the Seller, as determined in good faith by a majority thereof after consultation with independent counsel (who may be the Seller's regularly engaged independent counsel), the Seller may, in response to an unsolicited request, furnish non-public information, and afford B) terminate access to the properties, books, records, officers, employees and representatives of the Seller, participate in discussions any physical or negotiations regarding the Superior Proposal and, provided that the Seller has complied with the provisos to its rights to terminate this Agreement pursuant to Section 11.1(c) hereof, enter into an agreement with respect to electronic data room maintained by or approve or recommend to its shareholders a Superior Proposal. Without limiting the foregoing, it is understood that any violation of the restrictions set forth in the preceding sentence by any officer or director of the Seller or any financial advisor, attorney or other advisor or representative of the Seller, whether or not such person is purporting to act on behalf of Parent, the Seller Company or otherwise, shall be deemed any of its Subsidiaries and instruct each Person that has prior to be the date hereof executed a breach confidentiality agreement in connection with its consideration of this Section 6.10acquiring Parent or the Company to return or destroy all confidential information furnished to such Person by or on behalf of it or any of its Subsidiaries prior to the date hereof.

Exclusive Dealing. Neither From the Sellerdate hereof until the earlier of the Closing Time and the termination of this Agreement, nor any of its agents or representatives will takeIAMGOLD shall not, directly or indirectly, any action to solicit, initiate, continueor knowingly encourage any inquiries or proposals from, assistnegotiate with, solicitprovide any non-public information to, receiveor consider any inquiries or proposals from, negotiate, encourage or accept any offer or inquiry from any Person (a) to engage in any Business Combination, (b) to reach enter into any agreement or understanding (whether or not such agreement or understanding is absolute, revocable, contingent or conditional) for, or otherwise attempt to consummatewith, any Business Combination or person (cother than Purchaser and its affiliates) to furnish or cause to be furnished any information with respect to the Seller or its assets relating to any Person transaction involving the sale of the business or any of the assets of Niobec and the Subsidiary that individually or in the aggregate would be material to Niobec on a consolidated basis or the sale of any shares of Niobec or any shares of the Subsidiary (other than as contemplated expressly permitted in this Agreement). IAMGOLD will discontinue access of third parties to any confidential information of Niobec or the Subsidiary and: (a) who will on or before the Seller knows second (2nd) Business Day following the date hereof, request the return or destruction of all information provided to any third party which has reason entered into a confidentiality agreement with IAMGOLD or its affiliates which remains in force relating to believe is the sale of the business or any of the assets of Niobec and the Subsidiary that individually or in the process aggregate would be material to Niobec on a consolidated basis or the sale of considering any Business Combinationshares of Niobec or any shares of the Subsidiary; provided that prior to and (b) on the Closing Date, if to the Board of Directors extent not prohibited by the terms of the Seller reasonably determines confidentiality agreement, assign and deliver to the Business Combination constitutes a Superior Proposal (Purchaser each confidentiality agreement in force as defined below), thenof such date and, to the extent required that Niobec is not a direct beneficiary of any such confidentiality agreement, if not prohibited by the fiduciary obligations terms of the Board confidentiality agreement, provide a copy of Directors each such confidentiality agreement to the Purchaser. To the extent that IAMGOLD is not permitted by the terms of a confidentiality agreement to assign such agreement to the Purchaser, IAMGOLD shall notify the Purchaser of the Sellerexistence of such confidentiality agreement and, as determined if not prohibited by the terms of the confidentiality agreement, provide the Purchaser with a copy of such confidentiality agreement, and hold the benefit of such confidentiality agreement in good faith trust for the Purchaser and enforce such confidentiality agreement at the request of the Purchaser and at the Purchaser’s expense. IAMGOLD shall promptly (and in any event within two (2) Business Days) notify the Purchaser of any written proposal received by IAMGOLD after the date hereof and prior to Closing relating to the sale of the business or any of the assets of Niobec and the Subsidiary that individually or in the aggregate would be material to Niobec on a majority thereof after consultation with independent counsel consolidated basis or the sale of any shares of Niobec or any shares of the Subsidiary. For certainty, this Section 5.12 shall not apply in respect of any transaction or proposed transaction (who may be the Seller's regularly engaged independent counsel)including any take-over bid, acquisition, merger, arrangement, amalgamation, business combination, the Seller may, in response to an unsolicited request, furnish non-public information, and afford access to sale of any assets or any similar transaction) involving IAMGOLD; provided that such transaction or proposed transaction does not include the properties, books, records, officers, employees and representatives sale of the Seller, participate in discussions business or negotiations regarding the Superior Proposal and, provided that the Seller has complied with the provisos to its rights to terminate this Agreement pursuant to Section 11.1(c) hereof, enter into an agreement with respect to or approve or recommend to its shareholders a Superior Proposal. Without limiting the foregoing, it is understood that any violation of the restrictions set forth assets of Niobec and the Subsidiary that individually or in the preceding sentence by aggregate would be material to Niobec on a consolidated basis or the sale of any officer shares of Niobec or director any shares of the Seller or any financial advisor, attorney or Subsidiary (other advisor or representative of the Seller, whether or not such person is purporting to act on behalf of the Seller or otherwise, shall be deemed to be a breach of than as expressly permitted in this Section 6.10Agreement).

Exclusive Dealing. Neither (a) The Company shall immediately cease and cause to be terminated all existing discussions and negotiations with any parties with respect to any proposal that constitutes or may be reasonably expected to constitute or lead to a Company Acquisition Proposal. From the Sellerdate of this Agreement until the earlier of the Closing or the termination of this Agreement in accordance with its terms, nor any the Company Parties shall not, and shall cause the other Group Companies not to, and shall not authorize or permit their respective Representatives to, and shall use their reasonable best efforts to cause its and their respective Representatives not to, directly or indirectly: (i) solicit, initiate, knowingly encourage (including by means of its agents furnishing or representatives will takedisclosing information), knowingly facilitate, discuss or negotiate, directly or indirectly, any action to initiateinquiry, continue, assist, solicit, receive, negotiate, encourage proposal or accept any offer (written or inquiry from any Person (aoral) to engage in any Business Combination, (b) to reach any agreement or understanding (whether or not such agreement or understanding is absolute, revocable, contingent or conditional) forthat constitutes, or otherwise attempt may reasonably be expected to consummatelead to, any Business Combination or a Company Acquisition Proposal; (cii) to furnish or cause to be furnished disclose any non-public information with respect to the Seller or its assets to any Person in connection with, or that could reasonably be expected to lead to, a Company Acquisition Proposal; (iii) enter into any Contract or other than as contemplated arrangement or understanding regarding a Company Acquisition Proposal; (iv) prepare or take any steps in this Agreementconnection with a public offering of any Equity Securities of any Group Company or Merger Sub (or any Affiliate or successor of any Group Company or Merger Sub); (v) who the Seller knows waive or has reason to believe is otherwise forbear in the process enforcement of considering any Business Combination; provided that prior rights or other benefits under confidential information agreements relating to the Closing Datea Company Acquisition Proposal, if the Board of Directors including without limitation any “standstill” or similar provisions thereunder, or (vi) otherwise cooperate in any way with, or assist or participate in, or knowingly facilitate or encourage any effort or attempt by any Person to do or seek to do any of the Seller reasonably determines foregoing. The Company agrees to (A) notify SPAC promptly upon receipt of any Company Acquisition Proposal by any Group Company or Merger Sub, and to describe the Business Combination constitutes a Superior material terms and conditions of any such Company Acquisition Proposal in reasonable detail (as defined below), then, to including the extent required by the fiduciary obligations identity of the Board Persons making such Company Acquisition Proposal) and (B) keep SPAC reasonably informed on a current basis of Directors of the Seller, as determined in good faith by a majority thereof after consultation with independent counsel (who may be the Seller's regularly engaged independent counsel), the Seller may, in response any modifications to an unsolicited request, furnish non-public such offer or information, and afford access to the properties, books, records, officers, employees and representatives of the Seller, participate in discussions or negotiations regarding the Superior Proposal and, provided that the Seller has complied with the provisos to its rights to terminate this Agreement pursuant to Section 11.1(c) hereof, enter into an agreement with respect to or approve or recommend to its shareholders a Superior Proposal. Without limiting the foregoing, it is understood that any violation of the restrictions set forth in the preceding sentence by any officer or director of the Seller or any financial advisor, attorney or other advisor or representative of the Seller, whether or not such person is purporting to act on behalf of the Seller or otherwise, shall be deemed to be a breach of this Section 6.10.

Exclusive Dealing. Neither (a) From the Sellerdate of this Agreement until the earlier of the Closing or the termination of this Agreement in accordance with its terms, nor any the Company shall not, and shall cause the other Group Companies, Parent, Parent GP and its and their respective Representatives not to, directly or indirectly: (i) solicit, initiate, seek, knowingly encourage (including by means of its agents furnishing or representatives will takedisclosing information), knowingly facilitate, accept, or negotiate, directly or indirectly, any action to initiateinquiry, continue, assist, solicit, receive, negotiate, encourage proposal or accept any offer or inquiry from any Person (a) to engage in any Business Combination, (b) to reach any agreement or understanding (whether formal or not such agreement informal, written, oral or understanding is absolute, revocable, contingent or conditionalotherwise) for, or otherwise attempt to consummate, any Business Combination or (c) to furnish or cause to be furnished any information with respect to the Seller a Company Acquisition Proposal; (ii) furnish or its assets provide any non-public information or documents to any Person in connection with, or that could reasonably be expected to lead to, a Company Acquisition Proposal; (iii) enter into, participate in or continue in any discussions or negotiations with any third party in connection with or related to, or approve, accept, or enter into any letter of intent, term sheet or Contract or other arrangement or understanding regarding, any Company Acquisition Proposal; (iv) prepare, submit, file or take any steps in connection with a public or other offering or sale of any Equity Securities of any Group Company (or any Affiliate, current or future parent entity or successor of any Group Company), including making any filings or confidential submissions to the SEC related there or filing or submitting a registration statement (or similar document) with the SEC or make any public statement, announcement or filing with respect to a potential or actual offering of securities, other than as expressly contemplated by this Agreement or any Ancillary Document; (v) consummate any Company Acquisition Proposal; or (vi) otherwise cooperate in this Agreement) who the Seller knows any way with, or has reason assist or participate in, or knowingly facilitate or encourage any effort or attempt by any Person to believe is in the process of considering do or seek to do any Business Combination; provided that prior to the Closing Date, if the Board of Directors of the Seller reasonably determines the Business Combination constitutes a Superior Proposal foregoing. The Company agrees to (as defined below), then, to the extent required by the fiduciary obligations of the Board of Directors of the Seller, as determined in good faith by a majority thereof after consultation with independent counsel (who may be the Seller's regularly engaged independent counsel), the Seller may, in response to an unsolicited request, furnish non-public informationA) terminate, and afford access cause each of its parent entities, Affiliates and Subsidiaries, and its and their Representatives to the propertiesterminate, books, records, officers, employees any and representatives of the Seller, participate in all existing discussions or negotiations with any Person or group of Persons regarding a Company Acquisition Proposal, (B) notify Pathfinder promptly upon receipt of any Company Acquisition Proposal by any Group Company or Affiliate or any officer, director, equity holder, employee or other Representative, and to describe the Superior material terms and conditions of any such Company Acquisition Proposal and, provided that in reasonable detail (including the Seller has complied with the provisos to its rights to terminate this Agreement pursuant to Section 11.1(c) hereof, enter into an agreement with respect to or approve or recommend to its shareholders a Superior Proposal. Without limiting the foregoing, it is understood that any violation identity of the restrictions set forth Persons making such Company Acquisition Proposal) and to provide a copy of any such Company Acquisition Proposal, if extended in the preceding sentence by writing, and (C) keep Pathfinder reasonably informed on a current basis of any officer modifications to such offer or director of the Seller or any financial advisor, attorney or other advisor or representative of the Seller, whether or not such person is purporting to act on behalf of the Seller or otherwise, shall be deemed to be a breach of this Section 6.10information.

Exclusive Dealing. Neither During the Sellerperiod from the date of this Agreement through the Effective Time or the earlier termination of this Agreement, neither the Company nor any of its agents or representatives will takeRepresentatives shall take any action, directly or indirectly, any action to solicit, initiate, continueseek or knowingly encourage any inquiry, assistproposal or offer from, solicitfurnish any information to, receive, negotiate, encourage or accept any offer or inquiry from any Person (a) to engage participate in any Business Combination, (b) to reach any agreement negotiations or understanding (whether or not such agreement or understanding is absolute, revocable, contingent or conditional) fordiscussions with, or otherwise attempt to consummateenter into any Contract of any kind, any Business Combination or (c) to furnish or cause to be furnished any information with respect to the Seller or its assets to any Person (other than Parent and its Representatives) regarding: (a) any acquisition of any Group Company; (b) any merger, consolidation, or similar transaction with or involving any Group Company; (c) any acquisition off any material portion of the outstanding stock of any Group Company or assets of the Group Companies, taken as contemplated in this Agreementa whole; (d) who any equity or debt financing transaction involving any Group Company; or (e) any sale, license, transfer or other disposition of any portion of the Seller knows capital stock of any Group Company or has reason to believe is material portion of the assets of any Group Company (each such transaction, an “Acquisition Transaction”); provided, that none of the following shall be deemed an “Acquisition Transaction” hereunder: (x) the issuance of the Company’s capital stock upon the exercise of equity incentive awards or warrants or (y) the sale of the Company’s or its Subsidiaries’ products or the non-exclusive license of the Company’s Intellectual Property in the process ordinary course of considering any Business Combinationbusiness; provided provided, further, that prior this Section 5.04 shall not apply to the Closing Date, if Company or the Board of Directors of the Seller reasonably determines the Business Combination constitutes a Superior Proposal (as defined below), then, Stockholder Representative in connection with Stockholder communications related to the extent required transactions contemplated by the fiduciary obligations of the Board of Directors of the Seller, as determined in good faith by a majority thereof after consultation with independent counsel (who may be the Seller's regularly engaged independent counsel), the Seller may, in response to an unsolicited request, furnish non-public informationthis Agreement and expressly permitted hereunder. The Company shall, and afford access shall cause its Subsidiaries to, immediately cease and cause to the propertiesbe terminated any existing discussions, books, records, officers, employees and representatives of the Seller, participate in discussions communications or negotiations regarding the Superior Proposal and, provided that the Seller has complied with the provisos to any Person (other than Parent and its rights to terminate this Agreement pursuant to Section 11.1(cauthorized Representatives) hereof, enter into an agreement conducted heretofore with respect to or approve or recommend to its shareholders a Superior Proposalany Acquisition Transaction. Without limiting In the foregoing, it is understood event that any violation Group Company or its Representatives shall receive any offer, proposal, or request, directly or indirectly, that would constitute an Acquisition Transaction, the Company shall (i) immediately suspend any discussions with such offeror or party with regard to such offers, proposals, or requests and (ii) promptly thereafter (and in any event within one (1) Business Day), notify Parent thereof, which notice shall contain (1) the pricing, terms, conditions and other material provisions of such offer, proposal, or request, (2) the identity of the restrictions set forth in the preceding sentence by any officer party making such offer, proposal, or director request, and (3) a copy of the Seller written offer, proposal, or any financial advisor, attorney or other advisor or representative of the Seller, whether or not such person is purporting to act on behalf of the Seller or otherwise, shall be deemed to be a breach of this Section 6.10request (if any).

Exclusive Dealing. Neither (a) From the Sellerdate of this Agreement until the earlier of the Closing or the termination of this Agreement in accordance with its terms, the Company shall not, and shall cause the other Group Companies and its and their respective Representatives not to, directly or indirectly (i) accept, initiate, respond to, encourage, entertain, solicit, negotiate, provide information or discuss other offers for the direct or indirect sale, merger, transfer, IPO, business combination, debt or equity refinancing or recapitalization of the Company or any or all of its Subsidiaries, or of any material portion of the securities, business, properties or assets (other than sales of assets in the ordinary course of business) of the Company or any or all of its Subsidiaries or any holding company or successor thereof (irrespective of how structured, organized or consummated), or enter into any agreement in principle, letter of intent or definitive agreement with respect to any of the foregoing (each such transaction prohibited by this sentence, an “Acquisition Proposal”), provided, that no financing transaction specifically described on Section 5.1(b)(v) of the Company Disclosure Schedules shall constitute an “Acquisition Proposal” for the purposes of this Section 5.5(a) or otherwise, and for the avoidance of doubt, neither this Agreement, nor any of its agents the Ancillary Documents or representatives will takeany of the transactions contemplated hereby or thereby shall constitute an “Acquisition Proposal” for the purposes of this Section 5.5(a) or otherwise, directly (ii) furnish or indirectlydisclose any non-public information to any Person in connection with, or that could reasonably be expected to lead to, an Acquisition Proposal, (iii) enter into any Contract regarding an Acquisition Proposal, (iv) prepare or take any steps in connection with a public offering of any Equity Securities of any Group Company (or any successor to or parent company of any Group Company) or (v) otherwise cooperate in any way with, or assist or participate in, or facilitate or encourage any effort or attempt by any Person to do or seek to do any of the foregoing or seek to circumvent this Section 5.5(a) or further an Acquisition Proposal. The Company and the Sellers’ Representative agrees to (A) notify PTIC II promptly upon receipt (and in any event within forty-eight (48) hours after receipt) of any Acquisition Proposal of it, any action other Group Company or any other Person of which they are aware, and to initiatedescribe the terms and conditions of any such Acquisition Proposal in reasonable detail (including the identity of the Persons making such Acquisition Proposal), continue, assist, solicit, receive, negotiate, encourage or accept (B) keep PTIC II fully informed on a current basis of any modifications to such offer or inquiry from information and (C) not (and shall cause its Subsidiaries and their respective Representatives not to) conduct any Person (a) to engage in further discussions with, provide any Business Combination, (b) to reach any agreement or understanding (whether or not such agreement or understanding is absolute, revocable, contingent or conditional) forinformation to, or otherwise attempt to consummate, any Business Combination or (c) to furnish or enter into negotiations with such Persons. The Company shall immediately cease and cause to be furnished terminated any information discussions or negotiations with any Persons (other than PTIC II and its Representatives) that may be ongoing with respect to an Acquisition Proposal and terminate any such Person’s and such Person’s Representative’s access to any electronic data room. The Company shall not release any third party from, or waive, amend or modify any standstill or confidentiality provision with respect to an Acquisition Proposal in any agreement to which it or any Company Unitholder is a party, and shall promptly following the Seller or its assets date hereof send a written request (email being sufficient) to any Person (other than as contemplated in this Agreement) who to whom the Seller knows or has reason to believe is in the process of considering any Business Combination; provided that prior to the Closing Date, if the Board of Directors of the Seller reasonably determines the Business Combination constitutes a Superior Proposal (as defined below), then, to the extent required by the fiduciary obligations of the Board of Directors of the Seller, as determined in good faith by a majority thereof after consultation with independent counsel (who may be the Seller's regularly engaged independent counsel), the Seller may, in response to an unsolicited request, furnish non-public information, and afford access to the properties, books, records, officers, employees and representatives of the Seller, participate in discussions or negotiations regarding the Superior Proposal and, provided that the Seller has complied with the provisos to its rights to terminate this Agreement pursuant to Section 11.1(c) hereof, enter into an agreement with respect to or approve or recommend to its shareholders a Superior Proposal. Without limiting the foregoing, it is understood that any violation of the restrictions set forth in the preceding sentence by any officer or director of the Seller Company or any financial advisorof its Representatives provided confidential information of a Group Company in connection with an Acquisition Proposal, attorney which written request shall instruct such Person to return or other advisor or representative confirm (in writing) destruction of the Seller, whether or not all such person is purporting to act on behalf of the Seller or otherwise, shall be deemed to be a breach of this Section 6.10confidential information.

Exclusive Dealing. Neither (a) From the Sellerdate of this Agreement until the earlier of the Closing or the termination of this Agreement in accordance with its terms, neither Newco nor any the Company shall, and each of Newco and the Company shall cause the other Group Companies, its agents controlled Affiliates and its and their respective Representatives not to, directly or representatives will takeindirectly: (i) solicit, initiate, knowingly encourage (including by means of furnishing or disclosing information), knowingly facilitate, directly or indirectly, any action to initiateinquiry, continue, assist, solicit, receive, negotiate, encourage proposal or accept any offer (written or inquiry from any Person (aoral) to engage in any Business Combination, (b) to reach any agreement or understanding (whether or not such agreement or understanding is absolute, revocable, contingent or conditional) for, or otherwise attempt to consummate, any Business Combination or (c) to furnish or cause to be furnished any information with respect to the Seller a Company Acquisition Proposal; (ii) furnish or its assets disclose any non-public information to any Person in connection with, or that could reasonably be expected to lead to, a Company Acquisition Proposal; (iii) discuss or negotiate with any Person a Company Acquisition Proposal (other than as contemplated in this Agreement) who the Seller knows or has reason to believe is in the process of considering any Business Combination; provided that prior to the Closing Date, if the Board of Directors of the Seller reasonably determines the Business Combination constitutes a Superior Proposal (as defined below), then, to the extent required by the fiduciary obligations of the Board of Directors of the Seller, as determined in good faith by a majority thereof after consultation with independent counsel (who may be the Seller's regularly engaged independent counsel), the Seller may, in response to an unsolicited request, furnish non-public information, and afford access to the properties, books, records, officers, employees and representatives of the Seller, participate in discussions or negotiations regarding the Superior Proposal and, provided that the Seller has complied with the provisos to its rights to terminate this Agreement pursuant to Section 11.1(c) hereof, enter into an agreement with respect to or approve or recommend to its shareholders a Superior Proposal. Without limiting the foregoing, it is understood that any violation inform such Person of the restrictions set forth in the preceding sentence this Section 5.6), (iv) enter into any Contract or other arrangement or understanding regarding a Company Acquisition Proposal; (v) take meaningful steps in preparation for, or conduct, a public offering of any Equity Securities of any Group Company (or any Affiliate or successor of any Group Company); or (vi) otherwise cooperate in any way with, or knowingly assist or participate in, or knowingly facilitate or encourage any effort or attempt by any officer Person to do or director seek to do any of the Seller foregoing. The Company agrees to (A) notify FEAC promptly upon receipt of any such inquiry, proposal, offer or Company Acquisition Proposal by any financial advisorGroup Company, attorney and to provide copies of material documents, correspondence or other advisor material received in respect of, from or representative of the Seller, whether or not such person is purporting to act on behalf of any such Person if in writing or electronic form, and if not in writing or electronic form, a description of the Seller material terms and conditions of any such inquiry, proposal, offer or otherwiseCompany Acquisition Proposal in reasonable detail (including the identity of the Persons making such inquiry, proposal, offer or Company Acquisition Proposal) and (B) keep FEAC reasonably informed on a current basis of any modifications to such inquiry, proposal, offer or Company Acquisition Proposal and shall be deemed provide to be FEAC copies of all material correspondence if in writing or electronic form and if not in writing or electronic form, a description of the material terms of such correspondence or communication to the Company by or on behalf of any Person making such inquiry, proposal, offer or Company Acquisition Proposal. Notwithstanding anything to the contrary in this Section 5.6(a), this Agreement shall not prevent the Company or its board of directors from, prior to obtaining the Company Required Approval in respect of the Company Arrangement Resolution, disclosing to Company Shareholders the receipt, existence or terms of a bona fide Company Acquisition Proposal received after the date hereof that did not result from a material breach of this Section 6.105.6(a).

Exclusive Dealing. Neither (a) From the Sellerdate of this Agreement until the earlier of the Closing or the termination of this Agreement in accordance with its terms, nor any each XxXxxxx Company shall not, and shall cause the other XxXxxxx Group Companies not to, and shall direct its and their respective Representatives not to, directly or indirectly: (i) solicit, initiate, knowingly encourage (including by means of its agents furnishing or representatives will takedisclosing information), discuss, negotiate or knowingly facilitate, directly or indirectly, any action to initiateinquiry, continue, assist, solicit, receive, negotiate, encourage proposal or accept any offer (written or inquiry from any Person (aoral) to engage in any Business Combination, (b) to reach any agreement or understanding (whether or not such agreement or understanding is absolute, revocable, contingent or conditional) for, or otherwise attempt to consummate, any Business Combination or (c) to furnish or cause to be furnished any information with respect to the Seller a XxXxxxx Acquisition Proposal; (ii) furnish or its assets disclose any non-public information to any Person in connection with, or that could reasonably be expected to lead to, a XxXxxxx Acquisition Proposal; (iii) enter into any Contract or other than as contemplated arrangement or understanding regarding a XxXxxxx Acquisition Proposal; (iv) prepare or take any steps in this Agreementconnection with a public offering of any Equity Securities of any XxXxxxx Group Company (or any Affiliate or successor of any XxXxxxx Group Company); or (v) who the Seller knows otherwise cooperate in any way with, or has reason assist or participate in, or knowingly facilitate or encourage any effort or attempt by any Person to believe is in the process of considering do or seek to do any Business Combination; provided that prior to the Closing Date, if the Board of Directors of the Seller reasonably determines foregoing. Each XxXxxxx Company agrees to (A) notify Acquiror promptly upon receipt of any XxXxxxx Acquisition Proposal by any XxXxxxx Group Company, and to describe the Business Combination constitutes a Superior terms and conditions of any such XxXxxxx Acquisition Proposal in reasonable detail (as defined below), then, to including the extent required by the fiduciary obligations identity of the Board Persons making such XxXxxxx Acquisition Proposal) and (B) keep Acquiror fully informed on a current basis of Directors of the Seller, as determined in good faith by a majority thereof after consultation with independent counsel (who may be the Seller's regularly engaged independent counsel), the Seller may, in response any modifications to an unsolicited request, furnish non-public such offer or information, and afford access to the properties, books, records, officers, employees and representatives of the Seller, participate in discussions or negotiations regarding the Superior Proposal and, provided that the Seller has complied with the provisos to its rights to terminate this Agreement pursuant to Section 11.1(c) hereof, enter into an agreement with respect to or approve or recommend to its shareholders a Superior Proposal. Without limiting the foregoing, it is understood that any violation of the restrictions set forth contained in the preceding sentence this Section 6.6(a) by any officer or director of the Seller XxXxxxx Companies, or any financial advisor, attorney or other advisor or representative of its Representatives acting on the Seller, whether or not such person is purporting to act on behalf of the Seller or otherwiseXxXxxxx Companies’ behalf, shall be deemed to be a breach of this Section 6.106.6(a) by the XxXxxxx Companies.

Exclusive Dealing. Neither (a) From the Sellerdate of this Agreement until the earlier of the Closing or the termination of this Agreement in accordance with its terms, the Company shall not, and shall cause its Representatives and the Group Companies not to: (i) accept, initiate, respond to, encourage, entertain, solicit, negotiate, provide information with respect to or discuss other offers for the direct or indirect sale, merger, transfer, IPO, debt or equity refinancing or recapitalization of the Company or any or all of its Subsidiaries, or any of securities, business, properties or assets of the Company or any or all of its Subsidiaries, or other offers that would require the Company to abandon the transactions contemplated hereby (each such transaction prohibited by this sentence, an “Acquisition Proposal”, provided that, no financing transaction specifically permitted pursuant to Section 5.1(b)(v) of the Company Schedules or Section 5.1(b)(vi) shall constitute an “Acquisition Proposal” for the purposes of this Section 5.8(a) or otherwise, and for the avoidance of doubt, neither this Agreement, nor any of its agents the Ancillary Documents or representatives will takeany of the transactions contemplated hereby or thereby shall constitute an “Acquisition Proposal” for the purposes of this Section 5.8(a) or otherwise); (ii) furnish or disclose any non-public information to any Person in connection with, directly or indirectlythat could reasonably be expected to lead to, an Acquisition Proposal; (iii) enter into any Contract regarding an Acquisition Proposal; (iv) prepare or take any steps in connection with a public offering of any Equity Securities of any Group Company (or any successor to or parent company of any Group Company); or (v) otherwise cooperate in any way with, or assist or participate in, or facilitate or encourage any effort or attempt by any Person to do or seek to do any of the foregoing or seek to circumvent this Section 5.8(a) or further an Acquisition Proposal. The Company agrees to (A) notify PTAC promptly upon receipt (and in any event within forty-eight (48) hours after receipt) of any Acquisition Proposal of it, any action other Group Company or any other Person of which they are aware, and to initiatedescribe the terms and conditions of any such Acquisition Proposal in reasonable detail (including the identity of the Persons making such Acquisition Proposal), continue, assist, solicit, receive, negotiate, encourage or accept (B) keep PTAC fully informed on a current basis of any modifications to such offer or inquiry from information and (C) not (and shall cause its Subsidiaries and their respective Representatives not to) conduct any Person (a) to engage in further discussions with, provide any Business Combination, (b) to reach any agreement or understanding (whether or not such agreement or understanding is absolute, revocable, contingent or conditional) forinformation to, or otherwise attempt to consummate, any Business Combination or (c) to furnish or enter into negotiations with such Persons. The Company shall immediately cease and cause to be furnished terminated any information discussions or negotiations with any Persons (other than PTAC and its Representatives) that may be ongoing with respect to an Acquisition Proposal and terminate any such Person’s and such Person’s Representative’s access to any electronic data room. The Company shall not release any third party from, or waive, amend or modify any standstill or confidentiality provision with respect to an Acquisition Proposal in any agreement to which it or any Pre-Closing Holder is a party, and shall promptly following the Seller or its assets date hereof send a written request (email being sufficient) to any Person (other than as contemplated in this Agreement) who to whom the Seller knows or has reason to believe is in the process of considering any Business Combination; provided that prior to the Closing Date, if the Board of Directors of the Seller reasonably determines the Business Combination constitutes a Superior Proposal (as defined below), then, to the extent required by the fiduciary obligations of the Board of Directors of the Seller, as determined in good faith by a majority thereof after consultation with independent counsel (who may be the Seller's regularly engaged independent counsel), the Seller may, in response to an unsolicited request, furnish non-public information, and afford access to the properties, books, records, officers, employees and representatives of the Seller, participate in discussions or negotiations regarding the Superior Proposal and, provided that the Seller has complied with the provisos to its rights to terminate this Agreement pursuant to Section 11.1(c) hereof, enter into an agreement with respect to or approve or recommend to its shareholders a Superior Proposal. Without limiting the foregoing, it is understood that any violation of the restrictions set forth in the preceding sentence by any officer or director of the Seller Company or any financial advisorof its Representatives provided confidential information of a Group Company in connection with an Acquisition Proposal, attorney which written request shall instruct such Person to return or other advisor or representative confirm (in writing) destruction of the Seller, whether or not all such person is purporting to act on behalf of the Seller or otherwise, shall be deemed to be a breach of this Section 6.10confidential information.

Exclusive Dealing. Neither Until the SellerEffective Date, neither FAFCO nor any of its agents or representatives will take----------------- EXPERIAN shall, directly or indirectly, take (and neither FAFCO nor EXPERIAN shall authorize or permit its or its Subsidiaries' officers, directors, employees, representatives, investment bankers, attorneys, accountants or other agents, to so take) any action to initiate, continue, assistencourage, solicit, receiveinitiate or, negotiatesubject to the fiduciary duties of its respective Board of Directors under applicable law as advised by counsel, encourage or accept any offer or inquiry from any Person (a) to engage participate in any Business Combination, (b) to reach any agreement way in discussions or understanding (whether or not such agreement or understanding is absolute, revocable, contingent or conditional) fornegotiations with, or otherwise attempt to consummate, any Business Combination or (c) to furnish or cause to be furnished any information with respect to the Seller or its assets to to, any Person (other than the Parties hereto or their respective officers, directors, representatives, agents, affiliates or associates) in connection with any possible or proposed (a) merger or other business combination, sale or other disposition of assets constituting the RES Business or the FAREISI Business, as contemplated the case may be, (b) sale of shares of capital stock if, as a result of such sale of shares of capital stock, an EXPERIAN Change of Control or a FAFCO Change of Control would occur or (c) similar transactions involving (i) in the case of EXPERIAN, the EXPERIAN Interests or the RES Business and (ii) in the case of FAFCO, FAREISI or the other FAFCO Members, the FAFCO Interests or the FAREISI Business; provided, that -------- nothing contained in this Agreement) who Section 5.07 shall restrict or prohibit any disclosure by any Party that is required on the Seller knows advice of counsel in any document to be filed with the Commission after the date of this Agreement or has reason to believe is any disclosure that, in the process opinion of considering any Business Combination; provided that prior the Chief Executive Officer of such Party on advice of counsel, is otherwise required under applicable law. Each of FAFCO and EXPERIAN will promptly communicate to the Closing Dateother Parties the terms of any proposal or inquiry that it may receive in respect of any such transaction, if the Board or of Directors any such information requested from it or of the Seller reasonably determines the Business Combination constitutes a Superior Proposal (as defined below), then, to the extent required by the fiduciary obligations of the Board of Directors of the Seller, as determined in good faith by a majority thereof after consultation with independent counsel (who may be the Seller's regularly engaged independent counsel), the Seller may, in response to an unsolicited request, furnish non-public information, and afford access to the properties, books, records, officers, employees and representatives of the Seller, participate in any such negotiations or discussions or negotiations regarding the Superior Proposal and, provided that the Seller has complied with the provisos to its rights to terminate this Agreement pursuant to Section 11.1(c) hereof, enter into an agreement with respect to or approve or recommend to its shareholders a Superior Proposal. Without limiting the foregoing, it is understood that any violation of the restrictions set forth in the preceding sentence by any officer or director of the Seller or any financial advisor, attorney or other advisor or representative of the Seller, whether or not such person is purporting to act on behalf of the Seller or otherwise, shall be deemed being sought to be a breach of this Section 6.10initiated with it.