Common use of Exclusive Dealing Clause in Contracts

Exclusive Dealing. During the period from the date of this Agreement to the earlier of the Closing or the termination of this Agreement in accordance with Article VII (the “Pre-Closing Period”), Seller shall not, nor shall Seller permit any of its Affiliates (including, for the avoidance of doubt, the Company and its Subsidiaries) or Representatives to, directly or indirectly (i) initiate, continue, follow up on or otherwise participate in any discussions or negotiations regarding, or otherwise cooperate in any way with, or assist or participate in any effort or attempt by any Person with respect to, any Alternative Proposal, (ii) enter into or approve any Contract with respect to any Alternative Proposal or (iii) solicit, initiate or knowingly encourage, or take any other action designed or reasonably likely to facilitate, any inquiries or the making of any proposal that constitutes, or could reasonably be expected to lead to, any Alternative Proposal. During the Pre-Closing Period, Seller shall, and shall cause its Affiliates (including, for the avoidance of doubt, the Company and its Subsidiaries) and Representatives to, immediately cease and cause to be terminated any and all existing activities, discussions or negotiations with any Persons conducted prior to or on the date of this Agreement with respect to any Alternative Proposal. During the Pre-Closing Period, Seller shall, and shall cause the Company to, promptly (and in any event within five (5) Business Days) notify Buyer after it or any of its Affiliates has received, during the Pre-Closing Period, any proposal, inquiry, offer or request relating to or constituting, or that could reasonably be expected to lead to, an Alternative Proposal. Such notice to Buyer shall indicate the identity of the Person making such proposal and the material terms and conditions of such proposal, if any. During the Pre-Closing Period, Seller shall, also as promptly as practicable provide Buyer with (i) a copy of any written notice or other written communication from any Person informing Seller, the Company or any of their respective Affiliates during the Pre-Closing Period that it is considering making, or has made a proposal regarding an Alternative Proposal, (ii) a copy of any Alternative Proposal (or any amendment thereof) received by Seller, the Company or any of their respective Affiliates during the Pre-Closing Period and (iii) such other details of any such Alternative Proposal that Buyer may reasonably request.

Exclusive Dealing. During the period from the date of this Agreement to the earlier of hereof through the Closing or the earlier termination of this Agreement Agreement, none of Parent or Merger Sub will take any action to knowingly initiate, solicit or engage in accordance with Article VII discussions or negotiations with, or knowingly provide any information to, any Person (the “Pre-Closing Period”), Seller shall not, nor shall Seller permit any of its Affiliates (including, for the avoidance of doubt, other than the Company and the Company’s Representatives) concerning an initial public offering, recapitalization or refinancing of any member of the Group Companies (other than as contemplated by this Agreement and the other Transaction Documents, including the Backstop Agreements and the Subscription Agreements), any purchase of a majority of the outstanding Parent Ordinary Shares or any merger, sale of a majority of the assets of the Group Companies or similar transactions involving the Group Companies or their respective securities (other than assets sold in the Ordinary Course of Business and licenses (whether exclusive or non-exclusive) of the intellectual property rights of a third Person) (each such transaction, an “Alternative Transaction”); provided that this Section 5.05 will not apply to Parent or Parent’s Representatives in connection with shareholder communications related to the transactions contemplated by this Agreement and the other Transaction Documents or the execution, delivery and performance thereof. Parent will, and will cause its Subsidiaries) or Representatives Subsidiaries to, directly or indirectly (i) initiate, continue, follow up on or otherwise participate in any discussions or negotiations regarding, or otherwise cooperate in any way with, or assist or participate in any effort or attempt by any Person with respect to, any Alternative Proposal, (ii) enter into or approve any Contract with respect to any Alternative Proposal or (iii) solicit, initiate or knowingly encourage, or take any other action designed or reasonably likely to facilitate, any inquiries or the making of any proposal that constitutes, or could reasonably be expected to lead to, any Alternative Proposal. During the Pre-Closing Period, Seller shall, and shall cause its Affiliates (including, for the avoidance of doubt, the Company and its Subsidiaries) and Representatives to, immediately cease and cause to be terminated (a) any and all existing activitiesdiscussions, discussions communications or negotiations with any Persons Person (other than the Company and the Company’s Representatives, the PIPE Investors with respect to the PIPE Investment and the Backstop Shareholders with respect to the Backstop Arrangements) conducted prior to or on the date of this Agreement heretofore with respect to any Alternative ProposalTransaction and (b) any such Person’s and its authorized Representatives’ access to any electronic data room granted in connection with any acquisition transaction. During The Parties agree that, if the Pre-Closing PeriodTakeover Panel determines that any provision of this Agreement that requires Parent to take or not to take action, Seller shallwhether as a direct obligation or as a condition to the Company’s obligations (however expressed), is not permitted by Rule 21.2 of the City Code on Takeovers and Mergers (the “Takeover Code”), that such provision shall have no effect and shall cause be disregarded. In the event that any unsolicited inquiry is made by a potential party to an Alternative Transaction, whether formal or informal, Parent will (to the extent permissible under the Takeover Code) notify the Company to, promptly (and in any event within five (5) Business Days) notify Buyer after it or any of its Affiliates that such contact has received, during the Pre-Closing Period, any proposal, inquiry, offer or request relating to or constituting, or that could reasonably be expected to lead to, an Alternative Proposal. Such notice to Buyer shall indicate the identity of the Person making such proposal and the material terms and conditions of such proposal, if any. During the Pre-Closing Period, Seller shall, also as promptly as practicable provide Buyer with (i) a copy of any written notice or other written communication from any Person informing Seller, the Company or any of their respective Affiliates during the Pre-Closing Period that it is considering making, or has made a proposal regarding an Alternative Proposal, (ii) a copy of any Alternative Proposal (or any amendment thereof) received by Seller, the Company or any of their respective Affiliates during the Pre-Closing Period and (iii) such other details of any such Alternative Proposal that Buyer may reasonably requestoccurred.

Exclusive Dealing. During Except in connection with any issuance of shares of Common Stock pursuant to a Vested Option or any other issuance permitted under Section 6.01, during the period from the date of this Agreement to through the Effective Time or the earlier of the Closing or the termination of this Agreement in accordance with Article VII (the “Pre-Closing Period”)its terms, Seller shall not, nor shall Seller permit any of its Affiliates (including, for the avoidance of doubt, neither the Company nor the Seller Representative shall, and the Company shall cause its Subsidiaries) or Subsidiaries and shall direct its and their respective Representatives not to, directly or indirectly (i) take any action to knowingly initiate, continue, follow up on solicit or otherwise participate engage in any discussions or negotiations regarding, or otherwise cooperate in enter into any way understanding or agreement with, or assist or participate in knowingly provide any effort or attempt by any Person with respect information to, any Alternative ProposalPerson (other than the Parent, the Merger Sub and the Parent’s Representatives) concerning any purchase of any outstanding Common Stock or any merger, sale or contribution of any material assets of the Group Companies (iidirectly or indirectly), recapitalization or other similar transactions involving the Group Companies (other than assets sold in the ordinary course of business and as otherwise permitted by Section 6.01) enter into or approve any Contract with respect (each such transaction, an “Acquisition Transaction”); provided that this Section 6.05 shall not apply to any Alternative Proposal or (iii) solicit, initiate or knowingly encourage, or take any other action designed or reasonably likely to facilitate, any inquiries the Company or the making of any proposal that constitutes, or could reasonably be expected Seller Representative in connection with Securityholder communications related to lead to, any Alternative Proposalthe transactions contemplated by this Agreement. During the Pre-Closing Period, Seller The Company shall, and shall cause its Affiliates (including, for the avoidance of doubt, the Company Subsidiaries to and direct its Subsidiaries) and their respective Representatives to, immediately cease and cause to be terminated any and all existing activitiesdiscussions, discussions communications or negotiations with any Persons Person (other than the Parent, the Merger Sub and the Parent’s Representatives) conducted prior to or on the date of this Agreement heretofore with respect to any Alternative Proposal. During Acquisition Transaction, including the Pre-Closing Period, Seller shall, and shall cause the Company to, promptly (and in any event within five (5) Business Days) notify Buyer after it or any of its Affiliates has received, during the Pre-Closing Period, any proposal, inquiry, offer or request relating to or constituting, or that could reasonably be expected to lead to, an Alternative Proposal. Such notice to Buyer shall indicate the identity of the Person making such proposal and the material terms and conditions of such proposal, if any. During the Pre-Closing Period, Seller shall, also as promptly as practicable provide Buyer with (i) a copy termination of any written notice or other written communication from any Person informing Seller, the Company or any of their respective Affiliates during the Pre-Closing Period that it is considering making, or has made a proposal regarding an Alternative Proposal, (ii) a copy of any Alternative Proposal (or any amendment thereof) received by Seller, the Company or any of their respective Affiliates during the Pre-Closing Period and (iii) such other details of online data room access to any such Alternative Proposal Person. The Company shall use commercially reasonable efforts to cause each Person (other than the Parent) that Buyer may reasonably requesthas heretofore executed a confidentiality agreement in connection with such Person’s consideration of an Acquisition Transaction to promptly return or destroy all confidential information furnished to such Person in connection therewith.

Exclusive Dealing. During the period from From the date of this Agreement to until the earlier of the Closing Date or the termination of date this Agreement is terminated pursuant to Article X hereof, neither the Selling Parties or Principal Stockholders, nor any of their Representatives will directly or indirectly: (i) solicit, encourage, initiate, review, accept, support, approve or participate in accordance any negotiations or discussions with Article VII respect to any offer or proposal (formal or informal, oral, written or otherwise) to acquire all or any part of any Selling Party, whether by purchase of assets, exclusive license, joint venture formation, strategic partnership or other alliance formation, purchase of stock, merger or other business combination or amalgamation or otherwise (each of the foregoing, an “Pre-Closing PeriodAcquisition Proposal”), Seller shall not, nor shall Seller permit (ii) disclose any of its Affiliates (including, information not customarily disclosed to any Person concerning the Selling Parties and which the Selling Parties believe could be used for the avoidance purposes of doubtformulating any Acquisition Proposal, the Company and its Subsidiaries(iii) assist, cooperate with, facilitate or Representatives toencourage any Person to make, directly or indirectly (i) initiate, continue, follow up on or otherwise participate in any discussions or negotiations regarding, or otherwise cooperate in any way with, or assist or participate in any effort or attempt by with any Person with respect to, any Alternative Proposal, (ii) enter into or approve any Contract with respect to any Alternative Proposal or (iii) solicit, initiate or knowingly encourage, or take any other action designed or reasonably likely to facilitate, facilitate any inquiries or the making of of, any proposal that constitutes, constitutes or could may reasonably be expected to lead to, any Alternative Acquisition Proposal, (iv) agree to, enter into a contract regarding, approve, recommend or endorse any transaction involving any Acquisition Proposal or (v) authorize or permit any of the Selling Parties’ Representatives to take any such action. During Upon the Pre-Closing Periodexecution of this Agreement, Seller shallthe Selling Parties and the Principal Stockholders shall cease, and shall cause its Affiliates (including, for the avoidance of doubt, the Company and its Subsidiaries) and their Representatives toto cease, immediately cease and cause to be terminated any and all existing activities, discussions or negotiations with any Persons parties conducted prior heretofore with respect to any Acquisition Proposal and promptly request that all confidential information with respect thereto furnished by the Selling Parties or on its Representatives be returned. From the date of this Agreement with respect until the earlier of the Closing Date or the date this Agreement is terminated pursuant to any Alternative Proposal. During Article X hereof, the Pre-Closing Period, Seller shall, and Selling Parties shall cause the Company to, notify Purchaser as promptly as practicable (and in any event within five one (51) Business DaysDay) notify Buyer after it of any proposal or offer (formal or informal, oral, written or otherwise), or any inquiry or contact with any Person with respect thereto, regarding any Acquisition Proposal or of its Affiliates has receivedany request for information in connection with a potential Acquisition Proposal, during the Pre-Closing Period, any proposal, inquiry, offer or request relating to or constituting, or that could reasonably be expected to lead to, an Alternative Proposal. Such such notice to Buyer shall indicate include the identity of the Person making proposing such proposal Acquisition Proposal and the material terms and conditions of such proposal, if any. During the Pre-Closing Period, Seller shall, also as promptly as practicable provide Buyer with thereof (i) including furnishing a copy of any written notice or other written communication from any Person informing Sellerproposal), and shall keep Purchaser apprised, on a current basis, of the Company or any of their respective Affiliates during the Pre-Closing Period that it is considering making, or has made a proposal regarding an Alternative Proposal, (ii) a copy of any Alternative Proposal (or any amendment thereof) received by Seller, the Company or any of their respective Affiliates during the Pre-Closing Period and (iii) such other details status of any such Alternative Acquisition Proposal and of any modifications to the terms thereof. The Selling Parties shall instruct each of their Representatives to observe the terms of this Section 6.8. Without limiting the foregoing, it is understood that Buyer may reasonably requestany violation of the restrictions set forth in this Section 6.8 by any Representative, whether or not such Person is purporting to act on behalf of the Selling Parties or otherwise, shall be deemed to be a breach of this Section 6.8 by the Selling Parties.

Exclusive Dealing. During the period from the date of this Agreement The Company will not (a) solicit acquisition or ----------------- investment proposals relating to the earlier of the Closing assets or the termination stock of this Agreement in accordance with Article VII (the “Pre-Closing Period”), Seller shall not, nor shall Seller permit any of its Affiliates (including, for the avoidance of doubt, the Company and its Subsidiaries) or Representatives to, directly or indirectly (i) initiate, continue, follow up on or otherwise participate in any discussions or negotiations regarding, or otherwise cooperate in any way with, or assist or participate in any effort or attempt by any Person with respect to, any Alternative Proposal, (ii) enter into or approve any Contract with respect to any Alternative Proposal or (iii) solicit, initiate or knowingly encourage, or take any other action designed or reasonably likely to facilitate, any inquiries or the making of any proposal that constitutes, or could reasonably be expected to lead to, any Alternative Proposal. During the Pre-Closing Period, Seller shall, and shall cause its Affiliates (including, for the avoidance of doubt, the Company and its Subsidiaries) and Representatives to, immediately cease and cause to be terminated any and all existing activities, discussions or negotiations with any Persons conducted prior to or on the date of this Agreement with respect to any Alternative Proposal. During the Pre-Closing Period, Seller shall, and shall cause the Company to, promptly (and in any event within five (5) Business Days) notify Buyer after it or any of its Affiliates has received, during the Pre-Closing Period, any proposal, inquiry, offer or request relating to or constituting, or that could reasonably be expected to lead to, an Alternative Proposal. Such notice to Buyer shall indicate the identity of the Person making such proposal and the material terms and conditions of such proposal, if any. During the Pre-Closing Period, Seller shall, also as promptly as practicable provide Buyer with (i) a copy of any written notice or other written communication from any Person informing Seller, the Company or any of their respective Affiliates during the Pre-Closing Period that it is considering making, Subsidiaries from any outside sources; (b) entertain or has made a proposal regarding an Alternative Proposal, (ii) a copy discuss any acquisition or investment proposals relating to the assets or the stock of any Alternative Proposal (or any amendment thereof) received by Seller, the Company or any of the Subsidiaries from any unsolicited outside sources, or (c) disclose (other than in the ordinary course of business, or to its attorneys, accountants or investment advisors) to any outside sources any non-published information concerning the Company or the Subsidiaries, or their respective Affiliates during business and/or financial condition, other than to the Pre-Closing Period Buyers; provided, however, that the Company may make any public disclosure it believes in good faith is required by law or regulation (in which case the Company will advise and give the Buyers an opportunity to review and comment prior to making the disclosure). Notwithstanding anything contained herein to the contrary, in the event that the Company is in receipt of a Superior Proposal (iiias hereinafter defined) and the Board of Directors of the Company determines, in consultation with legal counsel, that the failure to take action with respect to such other details Superior Proposal would constitute a breach by the Board of Directors of the Company of their fiduciary duties under applicable laws, including their duties under Section 141 of the Delaware General Corporation Law, then the Company's Board of Directors shall be free, without encumbrance under this Agreement, to entertain or discuss any such Alternative Proposal that Buyer may acquisition or investment proposals relating to the assets or the stock of the Company or any of the Subsidiaries and to terminate this Agreement. As used in this Section 6.06, the term "Superior Proposal" shall mean a bona fide written proposal from a third party for a competing transaction, which the Company's Board of Directors and/or financial advisor determines is reasonably requestcapable of being financed, on terms which the Board of Directors of the Company reasonably determines to be more favorable than the issuance of the Shares to the Buyer, in accordance with and having regard to the interests of the Company's stockholders.

Exclusive Dealing. During From the period from Effective Date through the date of this Agreement to Closing Date or the earlier of the Closing or the termination of this Agreement in accordance with Article VII (the “Pre-Closing Period”)pursuant to Section 8.1, without Buyer’s prior written consent, Seller shall not, nor and shall Seller permit cause the Company and the Subsidiary not to, and shall take all action necessary to ensure that none of their respective Affiliates or Representatives shall, directly or indirectly, solicit or encourage inquiries or proposals with respect to a (a) Competing Transaction or (b) Permitted Alternative Transaction that is inclusive of the Company and/or the Subsidiary (but not Permitted Alternative Transactions that are not inclusive of the Company and/or the Subsidiary), furnish any non-public information about the Company in relation to a Competing Transaction, participate in any negotiations, discussions or other contacts concerning a Competing Transaction, or enter into any agreement, letter of its Affiliates (includingintent, for or agreement-in-principle relating to, or effect or consummate any Competing Transaction. For the avoidance of doubt, the Company foregoing shall not prohibit Seller and its Subsidiaries) Affiliates and its and their respective Representatives from engaging in negotiations, discussions or other contacts, in each case concerning a Permitted Alternative Transaction, but only in the event Seller or its Affiliates or Representatives to, directly or indirectly (i) initiate, continue, follow up on or otherwise participate in any discussions or negotiations regarding, or otherwise cooperate in any way with, or assist or participate in any effort or attempt by any Person with respect to, any Alternative Proposal, (ii) enter into or approve any Contract receives an unsolicited offer with respect to any such a Permitted Alternative Proposal or (iii) solicit, initiate or knowingly encourage, or take any other action designed or reasonably likely to facilitate, any inquiries or Transaction. Immediately upon the making of any proposal that constitutes, or could reasonably be expected to lead to, any Alternative Proposal. During the Pre-Closing Period, Seller shall, and shall cause its Affiliates (including, for the avoidance of doubt, the Company and its Subsidiaries) and Representatives to, immediately cease and cause to be terminated any and all existing activities, discussions or negotiations with any Persons conducted prior to or on the date execution of this Agreement with respect to any Alternative Proposal. During the Pre-Closing PeriodAgreement, Seller shall, and shall cause the Company and the Subsidiary to, promptly and shall take all action necessary to cause their respective Affiliates or Representatives to, discontinue any ongoing discussions or negotiations (other than any ongoing discussions with Buyer or its Affiliates or Representatives) relating to a possible Competing Transaction. From the Effective Date through the Closing Date or the earlier termination of this Agreement pursuant to Section 8.1, (a) Seller also will cause its officers, directors, employees, Representatives, and agents, and their respective Affiliates to refrain from doing any of the above with respect to a Competing Transaction, and (b) Seller will immediately (but in any event within five (5) Business Days24 hours) notify Buyer after if any such bona fide inquiries, proposals or requests for information are received by, or any such negotiations or discussions are sought to be initiated with it or any of its Affiliates has received, during the Pre-Closing Period, any proposal, inquiry, offer other persons or request relating entities referred to or constituting, or that could reasonably be expected to lead to, an Alternative Proposal. Such notice to Buyer shall indicate the identity of the Person making such proposal and the material terms and conditions of such proposal, if any. During the Pre-Closing Period, Seller shall, also as promptly as practicable provide Buyer with (i) a copy of any written notice or other written communication from any Person informing Seller, the Company or any of their respective Affiliates during the Pre-Closing Period that it is considering making, or has made a proposal regarding an Alternative Proposal, (ii) a copy of any Alternative Proposal (or any amendment thereof) received by Seller, the Company or any of their respective Affiliates during the Pre-Closing Period and (iii) such other details of any such Alternative Proposal that Buyer may reasonably request.above; 43

Exclusive Dealing. (a) During the period from the date of this Agreement to Date and continuing until the earlier of the Closing or the termination of this Agreement in accordance with Article VII and the First Effective Time, the Company shall not, and shall cause any of its representatives (the “Pre-Closing PeriodCompany’s Representatives”), Seller shall not, nor shall Seller permit any of its Affiliates (including, for the avoidance of doubt, the Company and its Subsidiaries) or Representatives not to, directly or indirectly indirectly, (i) initiatesolicit, continue, follow up on or otherwise participate in any discussions or negotiations regardingwillingly encourage others to solicit, or otherwise cooperate in willingly encourage, entertain, facilitate or accept any way withdiscussions, proposals or offers that constitute, or assist or participate in any effort or attempt by any Person with respect could reasonably be expected to lead to, any Alternative an Acquisition Proposal, (ii) enter into into, participate in, maintain or approve continue any Contract communications (except solely to provide written notice as to the existence of these provisions) or negotiations regarding, or deliver or make available to any Person any non-public information with respect to any Alternative Proposal or (iii) solicit, initiate or knowingly encourageto, or take any other action designed or reasonably likely to facilitateregarding, any inquiries inquiry, expression of interest, proposal or the making of any proposal offer that constitutes, or could reasonably be expected to lead to, an Acquisition Proposal, (iii) agree to, accept, approve, endorse or recommend (or publicly propose or announce any Alternative intention or desire to agree to, accept, approve, endorse or recommend) any Acquisition Proposal, (iv) enter into any letter of intent or any other Contract contemplating or otherwise relating to any Acquisition Proposal, (v) submit any Acquisition Proposal to the vote of the Company Stockholders or (vi) enter into any other transaction or series of transactions not in the ordinary course of business consistent with past practice, the consummation of which would impede, interfere with, prevent or delay, or would reasonably be expected to impede, interfere with, prevent or delay, the consummation of the Mergers or the other transactions contemplated by this Agreement or the Transaction Documents. During the Pre-Closing Period, Seller The Company shall, and shall cause its Affiliates (including, for the avoidance of doubt, the Company and its Subsidiaries) and Company’s Representatives to, (A) immediately cease and cause to be terminated any and all existing activities, discussions or negotiations with any Persons conducted prior to or on the date of this Agreement Date with respect to any Alternative Acquisition Proposal and (B) immediately revoke or withdraw access of any Person (other than Parent and Parent’s representatives and Company’s Representatives) to any data room (virtual or actual) containing any non-public information with respect to the Company in connection with an Acquisition Proposal and request from each Person (other than Parent and Parent’s representatives and Company’s Representatives) the prompt return or destruction of all non-public information with respect to the Company previously provided to such Person in connection with an Acquisition Proposal. During For the Pre-Closing Periodavoidance of doubt, Seller shallif any of the Company’s Representatives, and shall cause whether in his, her or its capacity as such or in any other capacity, takes any action that the Company tois obligated pursuant to this Section 5.4 not to take or to take, promptly (and in any event within five (5) Business Days) notify Buyer after it or any of its Affiliates has received, during the Pre-Closing Period, any proposal, inquiry, offer or request relating to or constituting, or that could reasonably be expected to lead to, an Alternative Proposal. Such notice to Buyer shall indicate the identity of the Person making such proposal and the material terms and conditions of such proposal, if any. During the Pre-Closing Period, Seller shall, also as promptly as practicable provide Buyer with (i) a copy of any written notice or other written communication from any Person informing Seller, then the Company or any shall be deemed for all purposes of their respective Affiliates during the Pre-Closing Period that it is considering making, or has made a proposal regarding an Alternative Proposal, (ii) a copy of any Alternative Proposal (or any amendment thereof) received by Seller, the Company or any of their respective Affiliates during the Pre-Closing Period and (iii) such other details of any such Alternative Proposal that Buyer may reasonably requestthis Agreement to have breached this Section 5.4.

Exclusive Dealing. During the period from the date of this Agreement to hereof until the earlier of the Closing or the termination of this Agreement in accordance with Article VII (the “Pre-Closing Period”)its terms, Seller Sellers shall not, nor and shall Seller permit any of its Affiliates (including, for the avoidance of doubt, cause the Company Group (and shall direct the Joint Venture Entities) and its Subsidiaries) or and their respective Representatives not to, directly or indirectly (iw) initiateexecute any written agreement to enter into a Competing Transaction, continue, follow up on or otherwise participate in any discussions or negotiations regarding, or otherwise cooperate in any way with, or assist (x) enter into or participate in any effort negotiations or attempt by discussions with any Person with respect topotential third-party acquirer (other than Purchaser) that would be reasonably expected to result in a Competing Transaction; (y) knowingly encourage, knowingly facilitate, initiate or solicit (i) any Alternative ProposalCompeting Transaction, (ii) enter into or approve any Contract with respect to inquiries regarding any Alternative Proposal Competing Transaction, or (iii) solicitany proposals or offers for any Competing Transaction; or (z) provide confidential non-public information to any potential third-party acquirer (other than Purchaser) to facilitate a Competing Transaction or afford access to the Business, initiate Vessels or, except as required by Law, the books or knowingly encouragerecords of the Acquired Entities thereto in connection with a Competing Transaction; provided that Purchaser hereby acknowledges that prior to the date hereof, or take any Sellers and their Affiliates have provided information relating to the Company Group and has afforded access to, and engaged in discussions with, other action designed or reasonably likely to facilitatePersons in connection with a Competing Transaction and that such information, any inquiries or the making of any proposal that constitutes, or access and discussions could reasonably be expected enable another Person to lead to, form a basis for a Competing Transaction without any Alternative Proposal. During the Pre-Closing Period, Seller shall, and shall cause its Affiliates (including, for the avoidance of doubt, the Company and its Subsidiaries) and Representatives to, immediately cease and cause to be terminated any and all existing activities, discussions or negotiations with any Persons conducted prior to or on the date breach by Sellers of this Agreement with respect to any Alternative ProposalSection 5.11. During Notwithstanding the Pre-Closing Periodforegoing, Seller (1) Sellers shall, and shall cause the Company to, promptly Group (and in direct the Joint Venture Entities) and Sellers’ and the Company Group’s (and direct the Joint Venture Entities’) respective Representatives to: (A) immediately cease and terminate any event within five (5) Business Days) notify Buyer after it solicitation, discussions or negotiations with any of its Affiliates has received, during the Pre-Closing Period, any proposal, inquiry, offer or request relating Person that may be ongoing with respect to or constituting, or that could would reasonably be expected to lead toto an Competing Transaction; and (B) promptly request that such Person promptly return or destroy all non-public, an Alternative Proposal. Such notice confidential or proprietary information furnished to Buyer shall indicate such Person regarding the identity Acquired Entities by or on behalf of Sellers or the Acquired Entities that such Person making such proposal received in connection with discussions or negotiations regarding a potential or contemplated transaction similar to the transaction contemplated hereby, and the material terms and conditions of such proposal, if any. During the Pre-Closing Period, Seller shall, also as promptly as practicable provide Buyer with (i2) a copy of Sellers may respond to any written notice or other written communication from any Person informing Seller, the Company or any of their respective Affiliates during the Pre-Closing Period that it is considering making, or has made a unsolicited proposal regarding an Alternative Proposal, (ii) a copy of any Alternative Proposal (or any amendment thereof) received Competing Transaction by Seller, the Company or any of their respective Affiliates during the Pre-Closing Period and (iii) such other details of any such Alternative Proposal that Buyer may reasonably request.indicating

Exclusive Dealing. (a) During the period from the date of this Agreement to the earlier of through and including the Closing or the termination of this Agreement in accordance with Article VII (the “Pre-Closing Period”)Date, Seller Casella shall not, nor shall Seller permit any of its Affiliates (including, for the avoidance of doubt, the Company and its Subsidiaries) or Representatives to, directly or indirectly (i) initiate, continue, follow up on or otherwise participate in any discussions or negotiations regarding, or otherwise cooperate in any way with, or assist or participate in any effort or attempt by any Person with respect to, any Alternative Proposal, (ii) enter into or approve any Contract with respect to any Alternative Proposal or (iii) solicit, initiate or knowingly encourage, or take any other action designed or reasonably likely to facilitate, any inquiries or the making of any proposal that constitutes, or could reasonably be expected to lead to, any Alternative Proposal. During the Pre-Closing Period, Seller shall, and shall cause its Affiliates (including, for the avoidance of doubt, the Company and its Subsidiaries) , Representatives and Representatives other agents of Casella and its Subsidiaries to refrain from taking any action to, immediately cease and cause to be terminated any and all existing activitiesdirectly or indirectly, approve, authorize, encourage, initiate, solicit, or engage in discussions or negotiations with with, or provide any Persons conducted prior to information to, any Person other than Purchaser and its Affiliates or on the date of this Agreement with respect to Representative concerning any Alternative Proposal. During the Pre-Closing Period, Seller shallAlternate Transaction (as defined below) and Casella shall not enter into, and Casella shall cause the Company to, promptly (and in prevent its Subsidiaries from entering into any event within five (5) Business Days) notify Buyer after it or any of its Affiliates has received, during the Pre-Closing Period, any proposal, inquiry, offer or request relating to or constituting, or that could reasonably be expected to lead toAlternate Transaction. For purposes hereof, an Alternative Proposal. Such notice to Buyer “Alternate Transaction” shall indicate the identity of the Person making such proposal and the material terms and conditions of such proposal, if any. During the Pre-Closing Period, Seller shall, also as promptly as practicable provide Buyer with mean (i) a copy any membership interest purchase, stock purchase, merger, consolidation, reorganization, change in organizational form, spin-off, split-off, recapitalization, sale of any written notice equity interests or other written communication from any Person informing Seller, similar transaction involving the Company Companies or any of their respective Affiliates during the Pre-Closing Period that it is considering making, or has made a proposal regarding an Alternative ProposalSubsidiaries, (ii) a copy any sale or other disposition of any Alternative Proposal (all or any amendment thereof) received by Seller, significant portion of the Company or any assets of the Companies and their respective Affiliates during the Pre-Closing Period and Subsidiaries, (iii) such any other details transaction in respect of the Companies and their respective Subsidiaries which results directly or indirectly, in a change of control of the Companies or their Subsidiaries or sale of any minority equity interest in a Company or one of its Subsidiaries (except as specifically permitted by Section 6.3(b), (iv) any transaction similar to the transactions contemplated by the Ancillary Agreements or (v) any other transaction or series of transactions which has substantially similar economic effects, in each such Alternative Proposal case, in which transaction Purchaser does not participate; provided, this Section 6.4(a) shall not restrict Casella with respect to a Change of Control of Casella, provided, that Buyer may reasonably requestthe same does not affect Purchaser’s rights hereunder. Casella will not vote the capital stock or other voting interests of any of its Subsidiaries in favor of any Alternate Transaction.

Exclusive Dealing. During the period from the date of this Agreement to until the earlier of the Closing Date or the termination of this Agreement in accordance with Article VII (the “Pre-Closing Period”)its terms, Seller Parent shall not, nor shall Seller permit any of its Affiliates (including, for the avoidance of doubt, the Company and its Subsidiaries) or Representatives to, directly or indirectly (i) initiate, continue, follow up on or otherwise participate in any discussions or negotiations regardingnot take, or otherwise cooperate in any way with, or assist or participate in any effort or attempt by any Person with respect to, any Alternative Proposal, (ii) enter into or approve any Contract with respect to any Alternative Proposal or (iii) solicit, initiate or knowingly encourage, or take any other action designed or reasonably likely to facilitate, any inquiries or the making of any proposal that constitutes, or could reasonably be expected to lead to, any Alternative Proposal. During the Pre-Closing Period, Seller shall, and shall cause its Affiliates (including, for the avoidance of doubt, the Company and its Subsidiaries) and Representatives to, immediately cease and cause to be terminated any and all existing activities, discussions or negotiations with any Persons conducted prior to or on the date of this Agreement with respect to any Alternative Proposal. During the Pre-Closing Period, Seller shall, and shall cause the Company to, promptly (and in any event within five (5) Business Days) notify Buyer after it or any of its Affiliates has received, during the Pre-Closing Period, any proposal, inquiry, offer or request relating to or constituting, or that could reasonably be expected to lead to, an Alternative Proposal. Such notice to Buyer shall indicate the identity of the Person making such proposal and the material terms and conditions of such proposal, if any. During the Pre-Closing Period, Seller shall, also as promptly as practicable provide Buyer with (i) a copy of any written notice or other written communication from any Person informing Seller, permit the Company or any of their Parent's or the Company's respective Affiliates during the Pre-Closing Period that it is considering makingor Representatives to take, any action to solicit, encourage, initiate, facilitate, engage in or continue discussions or negotiations with, or has made a proposal regarding an Alternative Proposalprovide any information to or enter into any agreement with, any Person (iiother than Buyer and/or its Affiliates and Representatives) a copy concerning any purchase of any Alternative Proposal (the Company's equity securities or any amendment thereof) received merger, consolidation, liquidation, recapitalization, share exchange or other business combination involving the Company, any sale, lease, exchange or other disposition of all or substantially all of the assets of the Company or similar transaction involving the Company, other than sales of inventory in the ordinary course of business and assets sold in accordance with Section 6.1 (each such transaction, an "Acquisition Transaction"); provided, however, that Buyer hereby acknowledges that, prior to the date of this Agreement, Parent and the Company have provided information relating to the Company and have afforded access to, and engaged in discussions with, other Persons in connection with a proposed Acquisition Transaction, and Buyer further acknowledges that such information, access and discussions could reasonably enable another Person to form a basis for an Acquisition Transaction without any breach by Seller, Parent of this Section 6.11. Neither Parent (with respect to the Company or any proposed Acquisition Transaction) nor the Company shall release any third party from, or waive any provision of, any confidentiality agreement to which it is a party and Parent and the Company also agree to promptly request each Person that has heretofore executed a confidentiality agreement in connection with its consideration of their respective Affiliates during acquiring (whether by merger, acquisition of stock or assets or otherwise) the Pre-Closing Period Company, if any, to return (or if permitted by the applicable confidentiality agreement, destroy) all confidential information heretofore furnished to such person by or on behalf of Parent or the Company and, if requested by Buyer (and (iii) at Buyer's expense), to enforce such other details of Person's obligation to do so. Parent and the Company agree that the rights and remedies for noncompliance with this Section 6.11 shall include having such provision specifically enforced by any court having equity jurisdiction, it being acknowledged and agreed that any such Alternative Proposal breach or threatened breach shall cause irreparable injury to Buyer and that Buyer may reasonably requestmoney damages would not provide an adequate remedy to Buyer.

Exclusive Dealing. During the period from the date of this Agreement to the earlier of the Closing or the termination of this Agreement in accordance with Article VII (the “Pre-Closing Period”), Seller The Company shall not, nor and shall Seller not permit ----------------- any of its Affiliates (includingSubsidiaries to, for the avoidance of doubt, and the Company and its Subsidiaries) Subsidiaries shall not authorize or Representatives permit any officer, director or employee of, or any financial advisor, attorney, accountant or other advisor or representative retained by, the Company or any of its Subsidiaries to, directly or indirectly (i) solicit, initiate, continueknowingly encourage (including by way of furnishing information), follow up on endorse or otherwise participate in enter into any discussions or negotiations regarding, or otherwise cooperate in any way with, or assist or participate in any effort or attempt by any Person agreement with respect to, any Alternative Proposal, (ii) enter into or approve any Contract with respect to any Alternative Proposal or (iii) solicit, initiate or knowingly encourage, or take any other action designed or that would reasonably likely be expected to facilitate, any inquiries or the making of any proposal that constitutes, or could may reasonably be expected to lead to, any Alternative Takeover Proposal. During the Pre-Closing Period, Seller shall, The Company shall promptly (and in no event later than one (1) Business Day after obtaining knowledge thereof) advise FACO orally and in writing of any Takeover Proposal or any inquiries or discussions with respect thereto and shall cause its Affiliates promptly, but in any event within two (including2) Business Days of receipt, for furnish to FACO a copy of any such written proposal or a written summary of any such oral proposal. Neither the avoidance Board of doubt, Directors of the Company and its Subsidiariesnor any committee thereof shall (a) and Representatives towithdraw or modify, immediately cease and cause or propose to be terminated withdraw or modify, in a manner adverse to FACO the approval or recommendation by the Board of Directors of the Company of the Merger or this Agreement or (b) approve or recommend, or propose to approve or recommend, any and all existing activitiesTakeover Proposal other than pursuant to the Merger or this Agreement. Notwithstanding the foregoing, nothing contained in this Agreement shall prevent the Board of Directors of the Company (or any officer of the Company acting solely at the instruction of the Board of Directors of the Company) from (i) furnishing information to or entering into discussions or negotiations with any Persons conducted prior unsolicited Person or taking any other action if and only to or on the date extent that the Board of this Agreement with respect to any Alternative Proposal. During the Pre-Closing Period, Seller shall, and shall cause Directors of the Company toshall have determined in good faith, promptly (and that such action is required in any event within five (5) Business Days) notify Buyer after it or any the exercise of its Affiliates has receivedfiduciary duties, during based upon the Pre-Closing Period, any proposal, inquiry, offer advice of its outside counsel confirmed in writing by such outside counsel or request relating to or constituting, or that could reasonably be expected to lead to, an Alternative Proposal. Such notice to Buyer shall indicate the identity of the Person making such proposal and the material terms and conditions of such proposal, if any. During the Pre-Closing Period, Seller shall, also as promptly as practicable provide Buyer with (i) a copy of any written notice or other written communication from any Person informing Seller, the Company or any of their respective Affiliates during the Pre-Closing Period that it is considering making, or has made a proposal regarding an Alternative Proposal, (ii) a copy of any Alternative Proposal (or any amendment thereof) received by Seller, complying with Rule 14d-9 and Rule 14e-2 promulgated under the Company or any of their respective Affiliates during the Pre-Closing Period and (iii) such other details of any such Alternative Proposal that Buyer may reasonably requestExchange Act.

Exclusive Dealing. During the period from the date of this Agreement to hereof through the earlier of the Merger Closing or the earlier termination of this Agreement Agreement, none of the Squirrel Companies will take any action to knowingly initiate, solicit or engage in accordance with Article VII discussions or negotiations with, or knowingly provide any information to, any Person (the “Pre-Closing Period”), Seller shall not, nor shall Seller permit any of its Affiliates (including, for the avoidance of doubt, other than the Company and the Company’s Representatives) concerning an initial public offering, recapitalization or refinancing of any Squirrel Company (other than as contemplated by this Agreement and the other Transaction Documents, including any agreements related to financing in connection with the consummation of the Business Combination), any purchase of a majority of the outstanding Squirrel HoldCo Ordinary Shares, Squirrel Cayman Ordinary Shares or any merger, sale of a majority of the assets of the Squirrel Companies or similar transactions involving the Squirrel Companies or their respective securities (other than assets sold in the Ordinary Course of Business and licenses (whether exclusive or non-exclusive) of the intellectual property rights of a third Person) (each such transaction, an “Alternative Transaction”); provided that this Section 6.4 will not apply to Squirrel HoldCo or Squirrel HoldCo’s Representatives in connection with (x) shareholder communications related to the transactions contemplated by this Agreement and the other Transaction Documents or the execution, delivery and performance thereof, and (y) communications with the investors or potential investors in the Transaction Financing and their respective Representatives. Squirrel HoldCo will, and will cause its Subsidiaries) or Representatives Subsidiaries to, directly or indirectly (i) initiate, continue, follow up on or otherwise participate in any discussions or negotiations regarding, or otherwise cooperate in any way with, or assist or participate in any effort or attempt by any Person with respect to, any Alternative Proposal, (ii) enter into or approve any Contract with respect to any Alternative Proposal or (iii) solicit, initiate or knowingly encourage, or take any other action designed or reasonably likely to facilitate, any inquiries or the making of any proposal that constitutes, or could reasonably be expected to lead to, any Alternative Proposal. During the Pre-Closing Period, Seller shall, and shall cause its Affiliates (including, for the avoidance of doubt, the Company and its Subsidiaries) and Representatives to, immediately cease and cause to be terminated (a) any and all existing activitiesdiscussions, discussions communications or negotiations with any Persons Person (other than the Company and the Company’s Representatives, any investor or potential investor in the Transaction Financing and the Representatives of any investors in the Transaction Financing) conducted prior to or on the date of this Agreement heretofore with respect to any Alternative ProposalTransaction and (b) any such Person’s and its authorized Representatives’ access to any electronic data room granted in connection with any acquisition transaction. During In the Pre-Closing Periodevent that any unsolicited inquiry is made by a potential party to an Alternative Transaction, Seller shallwhether formal or informal, and shall cause Squirrel HoldCo will notify the Company to, promptly (and in any event within five (5) Business Days) notify Buyer after it or any of its Affiliates that such contact has received, during the Pre-Closing Period, any proposal, inquiry, offer or request relating to or constituting, or that could reasonably be expected to lead to, an Alternative Proposal. Such notice to Buyer shall indicate the identity of the Person making such proposal and the material terms and conditions of such proposal, if any. During the Pre-Closing Period, Seller shall, also as promptly as practicable provide Buyer with (i) a copy of any written notice or other written communication from any Person informing Seller, the Company or any of their respective Affiliates during the Pre-Closing Period that it is considering making, or has made a proposal regarding an Alternative Proposal, (ii) a copy of any Alternative Proposal (or any amendment thereof) received by Seller, the Company or any of their respective Affiliates during the Pre-Closing Period and (iii) such other details of any such Alternative Proposal that Buyer may reasonably requestoccurred.

Exclusive Dealing. During the period from the date of So long as this Agreement to the earlier of the Closing or the termination of this Agreement in accordance with Article VII (the “Pre-Closing Period”)has not been terminated, Seller shall not, nor and shall Seller not authorize or permit any of its Affiliates (including, for the avoidance or any of doubt, the Company and its Subsidiaries) or Representatives their representatives to, directly or indirectly indirectly, (i) encourage, solicit, initiate, continue, follow up on facilitate or otherwise participate in any discussions or negotiations regarding, or otherwise cooperate in any way with, or assist or participate in any effort or attempt by any Person with respect to, any Alternative continue inquiries regarding an Acquisition Proposal, ; (ii) enter into discussions or approve negotiations with, or provide any Contract with respect to information to, any Alternative Proposal Person concerning a possible Acquisition Proposal; or (iii) solicit, initiate enter into any agreements or knowingly encourage, other instruments (whether or take any other action designed or reasonably likely to facilitate, any inquiries or the making of any proposal that constitutes, or could reasonably be expected to lead to, any Alternative not binding) regarding an Acquisition Proposal. During the Pre-Closing Period, Seller shallshall immediately cease and cause to be terminated, and shall cause its Affiliates (including, for the avoidance and all of doubt, the Company its and its Subsidiaries) and Representatives to, their representatives to immediately cease and cause to be terminated any and terminated, all existing activities, discussions or negotiations with any Persons conducted prior to or on the date of this Agreement heretofore with respect to any Alternative to, or that could lead to, an Acquisition Proposal. During the Pre-Closing PeriodFor purposes hereof, Seller shall“Acquisition Proposal” shall mean any inquiry, and shall cause the Company to, promptly proposal or offer from any Person (and in any event within five (5) Business Days) notify other than Buyer after it or any of its Affiliates has received, during the Pre-Closing Period, any proposal, inquiry, offer or request relating to or constituting, or that could reasonably be expected to lead to, an Alternative Proposal. Such notice to Buyer shall indicate the identity of the Person making such proposal and the material terms and conditions of such proposal, if any. During the Pre-Closing Period, Seller shall, also as promptly as practicable provide Buyer with Affiliates) concerning (i) a copy of any written notice merger, consolidation, liquidation, recapitalization, share exchange or other written communication from any Person informing Seller, business combination transaction by Seller involving the Company or any of their respective Affiliates during the Pre-Closing Period that it is considering making, or has made a proposal regarding an Alternative Proposal, Xxxxxx Creek Mine Operations; (ii) a copy the issuance or acquisition of any Alternative Proposal (shares of capital stock or any amendment thereof) received by other equity securities of Seller, the Company ; or any of their respective Affiliates during the Pre-Closing Period and (iii) the sale, lease, exchange or other disposition of the Xxxxxx Creek Mine Operations or the Purchased Assets; provided, however, that Buyer acknowledges and agrees that this Section 6.3(b) shall not apply to the Excluded Assets. Seller agrees that the rights and remedies for noncompliance with this Section 6.3(b) shall include having such other details of provision specifically enforced by any court having equity jurisdiction, it being acknowledged and agreed that any such Alternative Proposal breach or threatened breach shall cause irreparable injury to Buyer and that Buyer may reasonably requestmoney damages would not provide an adequate remedy to Buyer.

Exclusive Dealing. (a) During the period from the date of this Agreement to the earlier of through the Closing or the earlier termination of this Agreement pursuant to Section 10.01, except as provided in accordance with Article VII this Section 7.07, the Company shall not take, and shall cause its Subsidiaries and representatives not to take, any action to encourage, initiate or engage in discussions or negotiations with, or provide any information to, any Person (other than the “Pre-Closing Period”)Purchaser and the Purchaser’s Representatives) concerning any purchase of the Common Stock or any merger, Seller shall not, nor shall Seller permit any sale of its Affiliates (including, for substantially all of the avoidance assets of doubt, the Company and its SubsidiariesSubsidiaries or similar 48 transactions involving the Company (other than assets sold in the Ordinary Course of Business). (b) During the period from the date of this Agreement but ending upon the Stockholder Approval or Representatives tothe earlier termination of this Agreement pursuant to Section 10.01, the Company or its board of directors, directly or indirectly through its representatives, may (i) initiatefurnish nonpublic information to any Third Party making a Competing Proposal (provided, continuehowever, follow up on or otherwise participate that prior to so furnishing such information, the Company has entered into a customary confidentiality agreement with such Third Party), and (ii) engage in any discussions or negotiations regarding, or otherwise cooperate in any way with, or assist or participate in any effort or attempt by any Person with respect to, any Alternative Proposal, (ii) enter into or approve any Contract such Third Party with respect to any Alternative the Competing Proposal, in each case if: (x) such Third Party has submitted a bona fide written Competing Proposal or (iii) solicit, initiate or knowingly encouragethat did not result from a material breach of this Section 7.07 and that the board of directors of the Company, or take any other action designed or reasonably likely to facilitateduly authorized committee thereof, any inquiries or the making of any proposal that determines in good faith, after consultation with its financial and legal advisors, constitutes, or could reasonably be expected to lead to, a Superior Proposal, and (y) the board of directors of the Company, or any Alternative duly authorized committee thereof, determines in good faith, after consultation with legal counsel, that failure to take such action would be inconsistent with the directors’ fiduciary duties under applicable Law. Prior to taking any of the actions referred to in this Section 7.07(b), the Company shall notify Purchaser that it proposes to furnish non‑public information and/or enter into discussions or negotiations as provided in this Section 7.07(b). (c) Except as expressly permitted by this Section 7.07(c), neither the board of directors of the Company nor any committee thereof shall (i) withhold, withdraw, qualify or modify, or publicly propose to withhold, withdraw, qualify or modify, in a manner adverse to Purchaser or Merger Sub, the Company Recommendation; or (ii) approve, endorse or recommend, or publicly propose to approve, endorse or recommend, any Competing Proposal (any of the actions described in clauses (i) and (ii) of this Section 7.07(c), an “Adverse Recommendation Change”); or (iii) cause or permit the Company or any of its Subsidiaries to enter into any letter of intent, memorandum of understanding, agreement in principle, acquisition agreement, merger agreement or similar definitive agreement (other than a confidentiality agreement) with respect to any Competing Proposal. During Notwithstanding anything to the Pre-Closing Periodcontrary set forth in this Agreement, Seller at any time prior to the Stockholder Approval, the board of directors of the Company shall be permitted to effect an Adverse Recommendation Change, if the board of directors of the Company determines in good faith, after consultation with its legal advisors, that failure to take such action would be inconsistent with the directors’ fiduciary duties under applicable Law. (d) The Company shall not be entitled to effect an Adverse Recommendation Change as permitted under Section 7.07(c) with respect to a Superior Proposal unless (i) the Company has provided a written notice (a “Notice of Superior Proposal”) to Purchaser and Merger Sub that the Company intends to take such action and describing the material terms and conditions of the Superior Proposal that is the basis of such action (including the identity of the Third Party and providing copies of all proposed definitive documents), (ii) during the three (3) Business Day period following Purchaser’s and Merger Sub’s receipt of the Notice of Superior Proposal, the Company shall, and shall cause its Affiliates representatives to, 49 negotiate with Purchaser and Merger Sub in good faith (includingto the extent Purchaser and Merger Sub desire to negotiate) to make such adjustments in the terms and conditions of this Agreement so that such Superior Proposal ceases to constitute a Superior Proposal; and (iii) following the end of the three (3) Business Day period, for the board of directors of the Company shall have determined in good faith, after consultation with its legal and financial advisors and taking into account any changes to this Agreement proposed in writing by Purchaser and Merger Sub in response to the Notice of Superior Proposal or otherwise, that the Superior Proposal giving rise to the Notice of Superior Proposal continues to constitute a Superior Proposal. Any material amendment to the financial terms or any other material amendment of such Superior Proposal shall require a new Notice of Superior Proposal and the Company shall be required to comply again with the requirements of this Section 7.07(d); provided, however, that references to the three (3) Business Day period above shall be deemed to be references to a two (2) Business Day period. (e) For the avoidance of doubt, notwithstanding anything to the Company and its Subsidiaries) and Representatives tocontrary set forth in this Agreement, immediately cease and cause to be terminated any and all existing activitiesfollowing the Stockholder Approval, discussions or negotiations with any Persons conducted prior to or on the date of this Agreement with respect to any Alternative Proposal. During the Pre-Closing Period, Seller shall, and shall cause the Company to, promptly (and in any event within five (5) Business Days) notify Buyer after it or any of its Affiliates has received, during the Pre-Closing Period, any proposal, inquiry, offer or request relating to or constituting, or that could reasonably be expected to lead to, an Alternative Proposal. Such notice to Buyer shall indicate the identity of the Person making such proposal and the material terms and conditions of such proposal, if any. During the Pre-Closing Period, Seller shall, also as promptly as practicable provide Buyer with (i) a copy of any written notice or other written communication from any Person informing Seller, neither the Company nor the board of directors of the Company, directly or through its representatives, may provide any of their respective Affiliates during the Pre-Closing Period that it is considering making, or has made information to a proposal regarding an Alternative Proposal, Third Party as contemplated under Section 7.07(b) and (ii) a copy neither the board of any Alternative Proposal (or any amendment thereof) received by Seller, directors of the Company or nor any of their respective Affiliates during the Pre-Closing Period and (iii) such other details of any such Alternative Proposal that Buyer may reasonably request.committee thereof shall make an Adverse Recommendation Change. 7.08

Exclusive Dealing. During the period from the date of this Agreement to hereof until the earlier of the Closing Effective Time or the termination of this Agreement in accordance with Article VII (its terms, the “Pre-Closing Period”), Seller shall Owner Representative and the Partnership will not, nor shall Seller permit any of its Affiliates (including, for the avoidance of doubt, the Company and its Subsidiaries) or will cause their respective Representatives not to, directly or indirectly (ia) initiateexecute any written agreement to enter into a Competing Transaction, continue(b) enter into, follow up on or otherwise participate in any discussions or negotiations regarding, or otherwise cooperate in any way with, or assist continue or participate in any effort negotiations or attempt by discussions with any Person with respect topotential third-party acquirer (other than Parent, any Alternative ProposalMerger Sub and their Representatives) that would be reasonably expected to result in a Competing Transaction; (c) knowingly encourage, (ii) enter into or approve any Contract with respect to any Alternative Proposal or (iii) solicitknowingly facilitate, initiate or knowingly encouragesolicit any Competing Transaction; or (d) provide confidential non-public information to any potential third-party acquirer (other than Parent, Merger Sub and their Representatives) to facilitate a Competing Transaction or take provide or afford access to any other action designed Person to the properties, assets, officers or reasonably likely to facilitate, any inquiries or the making employees of any proposal that constitutes, or could reasonably be expected to lead to, any Alternative ProposalGroup Company in connection with a Competing Transaction. During the Pre-Closing Period, Seller The Partnership shall, and shall cause all of its Affiliates (including, for the avoidance of doubt, the Company and its Subsidiaries) and their respective Representatives to, immediately cease and cause to be terminated any and all existing activities, discussions or negotiations with any Persons conducted prior to or on the date of this Agreement with respect to any Alternative Proposal. During the Pre-Closing Period, Seller shall, and shall cause the Company to, promptly (and in any event within five (5) Business DaysDays of the date hereof) notify Buyer exercise any contractual rights available to any of them to cause each Person (other than Parent, Merger Sub and their Representatives) who received non-public financial or other confidential or proprietary information regarding the Group Companies in connection with any possible Competing Transaction to promptly return or destroy such information subject to and in accordance with any applicable non-disclosure or confidentiality agreement. Notwithstanding the foregoing, the Partnership may respond to any unsolicited proposal regarding a Competing Transaction by indicating that the Partnership is subject to an exclusivity agreement and is unable to provide any information related to the Group Companies or entertain any proposals or offers or engage in any negotiations or discussions concerning a Competing Transaction for as long as this Agreement remains in effect. In addition to the other obligations under this Section 5.5, the Partnership shall promptly (and in any event within three (3) Business Days after it receipt thereof by the Partnership, the Group Companies or any of its their respective Affiliates has received, during the Pre-Closing Period, or Representatives) notify Parent orally and in writing of any proposal, inquiry, offer request for information with respect to any Competing Transaction or request relating any inquiry with respect to or constituting, or that could which would reasonably be expected to lead toto a Competing Transaction, an Alternative Proposal. Such notice to Buyer shall indicate the identity of the Person making such proposal and including, as applicable, the material terms and conditions of such proposal, if any. During the Pre-Closing Period, Seller shall, also as promptly as practicable provide Buyer with (i) a copy of any written notice request or other written communication from any Person informing Seller, the Company or any of their respective Affiliates during the Pre-Closing Period that it is considering making, or has made a proposal regarding an Alternative Proposal, (ii) a copy of any Alternative Proposal (or any amendment thereof) received by Seller, the Company or any of their respective Affiliates during the Pre-Closing Period and (iii) such other details of any such Alternative Proposal that Buyer may reasonably requestinquiry.

Exclusive Dealing. During the period from the date of this Agreement to through and including the earlier of the Closing Date or the termination of this Agreement in accordance with Article VII (the “Pre-Closing Period”)End Date, Seller Sellers shall not, nor and shall Seller permit cause Televisa HoldCo and the respective Representatives and Affiliates of Televisa HoldCo to refrain from taking any of its Affiliates (including, for the avoidance of doubt, the Company and its Subsidiaries) or Representatives action to, directly or indirectly indirectly, approve, authorize, encourage, initiate, solicit, or engage in discussions or negotiations with, or provide any information to, any Person other than Purchasers, their Affiliates and Representatives concerning any Alternate Transaction, (as defined below) and Sellers shall prevent Televisa HoldCo from entering into any Alternate Transaction. For purposes hereof, an “Alternate Transaction” means (i) initiateany stock purchase, continuemerger, follow up on consolidation, reorganization, change in organizational form, spin-off, split-off, recapitalization, sale or otherwise participate in any discussions other type of transfer of equity interests or negotiations regardingother similar transaction involving Televisa HoldCo, OCEN or otherwise cooperate in any way with, or assist or participate in any effort or attempt by any Person with respect to, any Alternative Proposal, the OCEN Subsidiaries; (ii) any sale of all or any significant portion of the assets of Televisa HoldCo, OCEN or the OCEN Subsidiaries, or a sale of any Material assets of Televisa HoldCo, OCEN or the OCEN Subsidiaries; (iii) any other transaction in respect of Televisa HoldCo, OCEN or the OCEN Subsidiaries, which results directly or indirectly, in a change of control of Televisa HoldCo, OCEN or the OCEN Subsidiaries, or sale of any minority equity interest in Televisa HoldCo, OCEN or the OCEN Subsidiaries; (iv) enter into any agreement or approve any Contract other commitment that includes a Change of Control Clause with respect to the control over any Alternative Proposal of Televisa HoldCo, of OCEN or of the OCEN Subsidiaries; or (iiiv) solicitany other transaction or series of transactions which has substantially similar economic effects, initiate or knowingly encouragein each such case, or in which Purchasers do not participate. Neither Sellers nor Televisa HoldCo will vote their capital stock (nor take any other action designed corporate action) in Televisa HoldCo and OCEN which results or reasonably likely to facilitate, any inquiries or the making could result in a transfer of any proposal that constitutes, or could reasonably be expected to lead to, any Alternative Proposal. During the Pre-Closing Period, Seller shall, capital stock of Televisa HoldCo and shall cause its Affiliates (including, for the avoidance of doubt, the Company and its Subsidiaries) and Representatives to, immediately cease and cause to be terminated any and all existing activities, discussions or negotiations with any Persons conducted prior to or on the date of this Agreement with respect to any Alternative Proposal. During the Pre-Closing Period, Seller shall, and shall cause the Company to, promptly (and in any event within five (5) Business Days) notify Buyer after it OCEN or any of its Affiliates has received, during the Pre-Closing Period, any proposal, inquiry, offer or request relating to or constituting, or that could reasonably be expected to lead to, an Alternative Proposal. Such notice to Buyer shall indicate the identity of the Person making such proposal and the material terms and conditions of such proposal, if any. During the Pre-Closing Period, Seller shall, also as promptly as practicable provide Buyer with (i) a copy of any written notice or other written communication from any Person informing Seller, the Company or any of their respective Affiliates during the Pre-Closing Period that it is considering making, or has made a proposal regarding an Alternative Proposal, (ii) a copy of any Alternative Proposal (or any amendment thereof) received by Seller, the Company or any of their respective Affiliates during the Pre-Closing Period and (iii) such other details of any such Alternative Proposal that Buyer may reasonably requestAlternate Transaction.

Exclusive Dealing. During (a) From the period from the date of this Agreement to Execution Date until the earlier of the Closing or the termination of this Agreement in accordance with Article VII and the Closing (the “Pre-Closing Exclusivity Period”), Seller the Company shall not, nor shall Seller permit will it authorize any of its Affiliates (including, for the avoidance of doubt, the Company and its Subsidiaries) or Representatives to, directly or indirectly indirectly: (i) solicit, initiate, continuediscuss, follow up on or otherwise participate in any discussions or negotiations regarding, or otherwise cooperate in any way with, or assist or participate in any effort or attempt by any Person with respect to, any Alternative Proposal, (ii) enter into or approve any Contract with respect to any Alternative Proposal or (iii) solicit, initiate negotiate or knowingly encourage, induce or facilitate the communication, making, submission or announcement of any Acquisition Proposal or Acquisition Inquiry or take any other action designed or reasonably likely to facilitate, any inquiries or the making of any proposal that constitutes, or could reasonably be expected to lead to, any Alternative Proposal. During the Pre-Closing Period, Seller shall, and shall cause its Affiliates (including, for the avoidance of doubt, the Company and its Subsidiaries) and Representatives to, immediately cease and cause to be terminated any and all existing activities, discussions or negotiations with any Persons conducted prior to or on the date of this Agreement with respect to any Alternative Proposal. During the Pre-Closing Period, Seller shall, and shall cause the Company to, promptly (and in any event within five (5) Business Days) notify Buyer after it or any of its Affiliates has received, during the Pre-Closing Period, any proposal, inquiry, offer or request relating to or constituting, or that could reasonably be expected to lead toto an Acquisition Proposal or Acquisition Inquiry; (ii) furnish any non-public information regarding the Company to any Person in connection with or in response to an Acquisition Proposal or Acquisition Inquiry; (iii) engage in discussions or negotiations with any Person with respect to any Acquisition Proposal or Acquisition Inquiry; (iv) approve, an Alternative Proposal. Such notice endorse or recommend any Acquisition Proposal (subject to Buyer shall indicate the identity Section 5.11); (v) execute or enter into any letter of intent or any Contract contemplating or otherwise relating to any Acquisition Transaction; or (vi) publicly propose to do any of the Person making such proposal foregoing; provided, however, that, notwithstanding anything contained in this Section 5.9 and subject to compliance with this Section 5.9, prior to obtaining the material terms and conditions of such proposal, if any. During the Pre-Closing Period, Seller shall, also as promptly as practicable provide Buyer with (i) a copy of any written notice or other written communication from any Person informing SellerRequired Company Stockholder Vote, the Company may furnish non-public information regarding the Company and its subsidiaries to, and enter into discussions or negotiations with, any Person in response to a bona fide written Acquisition Proposal by such Person which the Company Board determines in good faith, after consultation with the Company’s outside financial advisors and outside legal counsel, constitutes, or is reasonably likely to result in, a Superior Offer (and such Acquisition Proposal has not been withdrawn) if: (A) neither the Company nor any of their respective Affiliates during the Pre-Closing Period that it is considering making, or has made a proposal regarding an Alternative Proposalits Representatives shall have breached this Section 5.9 in any material respect, (iiB) a copy the Company Board concludes in good faith based on the advice of outside legal counsel, that the failure to take such action is reasonably likely to be inconsistent with the fiduciary duties of the Company Board under applicable Law; (C) the Company receives from such Person an executed confidentiality agreement containing provisions (including nondisclosure provisions, use restrictions, non-solicitation provisions and no hire provisions) at least as favorable to the Company as those contained in the NDA; and (D) substantially contemporaneously with furnishing any Alternative Proposal (or any amendment thereof) received by Sellersuch nonpublic information to such Person, the Company furnishes such nonpublic information to Purchaser (to the extent such information has not been previously furnished or made available to Purchaser). Without limiting the generality of the foregoing, the Company acknowledges and agrees that, in the event any Representative of their respective Affiliates during the Pre-Closing Period and Company (iiiwhether or not such Representative is purporting to act on behalf of the Company) takes any action that, if taken by the Company, would constitute a breach of this Section 5.9, the taking of such other details action by such Representative shall be deemed to constitute a breach of any such Alternative Proposal that Buyer may reasonably requestthis Section 5.9 by the Company for purposes of this Agreement.

Exclusive Dealing. During the period from the date of this Agreement to the earlier of through and including the Closing or Date, the termination of this Agreement in accordance with Article VII (the “Pre-Closing Period”)Seller, Seller Purchaser and Joint Obligor shall not, nor shall Seller permit any of its Affiliates (including, for the avoidance of doubt, the Company and its Subsidiaries) or Representatives to, directly or indirectly (i) initiate, continue, follow up on or otherwise participate in any discussions or negotiations regarding, or otherwise cooperate in any way with, or assist or participate in any effort or attempt by any Person with respect to, any Alternative Proposal, (ii) enter into or approve any Contract with respect to any Alternative Proposal or (iii) solicit, initiate or knowingly encourage, or take any other action designed or reasonably likely to facilitate, any inquiries or the making of any proposal that constitutes, or could reasonably be expected to lead to, any Alternative Proposal. During the Pre-Closing Period, Seller shall, and shall cause its Affiliates (includingrespective Representatives and Affiliates, for including in the avoidance case of doubtthe Seller, the Company and its Subsidiaries) and Representatives Target Companies, to refrain from taking any action to, immediately cease and cause to be terminated any and all existing activitiesdirectly or indirectly, approve, authorize, encourage, initiate, solicit, or engage in discussions or negotiations with with, or provide any Persons conducted prior information to, any Person other than the Parties to this Agreement, its Affiliates and Representatives concerning any Alternate Transaction, (as defined below) and Seller, Purchaser and Joint Obligor shall prevent its respective Affiliates from entering into any Alternate Transaction. For purposes hereof, an “Alternate Transaction” means (A) For purposes of Seller: (i) any stock purchase, merger, consolidation, reorganization, change in organizational form, spin-off, split-off, recapitalization, sale or on any other type of transfer of equity interests or other similar transaction involving the date Target Companies; (ii) any sale of this Agreement all or any significant portion of the assets of the Target Companies, or a sale of any Material assets of the Target Companies; (iii) any other transaction in respect of the Target Companies which results directly or indirectly, in a change of control of the Target Companies or sale of any minority equity interest in the Target Companies; (iv) enter into any agreement or other commitment that includes a Change of Control Clause with respect to the control over any Alternative Proposal. During of the Pre-Closing PeriodTarget Companies ; or (v) any other transaction or series of transactions which has substantially similar economic effects, Seller shallin each such case, in which Purchaser does not participate, and shall cause the Company to(B) For purposes of Purchaser and Joint Obligor, promptly (and in any event within five (5) Business Days) notify Buyer after it or any of its Affiliates has received, during the Pre-Closing Period, any proposal, inquiry, offer or request relating to or constituting, or that could reasonably be expected to lead to, an Alternative Proposal. Such notice to Buyer shall indicate the identity of the Person making such proposal and the material terms and conditions of such proposal, if any. During the Pre-Closing Period, Seller shall, also as promptly as practicable provide Buyer with transactions set forth in items (i) through (v) with respect to or involving one or more Persons that conduct any of the activities comprising the Business in Mexico. Neither Seller nor the Target Companies will vote their capital stock (nor take any other corporate action) in the Target Companies which results or could result in a copy transfer of any written notice or other written communication from any Person informing Seller, capital stock of the Company Target Companies or any of their respective Affiliates during the Pre-Closing Period that it is considering making, or has made a proposal regarding an Alternative Proposal, (ii) a copy of any Alternative Proposal (or any amendment thereof) received by Seller, the Company or any of their respective Affiliates during the Pre-Closing Period and (iii) such other details of any such Alternative Proposal that Buyer may reasonably requestAlternate Transaction.

Exclusive Dealing. During the period from 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 an Alternative Transaction Proposal. From the date of this Agreement to until the earlier of the Tranche 2 Closing or the termination of this Agreement in accordance with Article VII (its terms, the “Pre-Closing Period”), Seller Company shall not, nor and shall Seller permit any of use reasonable best efforts to cause its Affiliates (including, for the avoidance of doubt, the Company and its Subsidiaries) or Representatives not to, directly or indirectly indirectly: (i) solicit, initiate, continueknowingly encourage (including by means of furnishing or disclosing information), follow up on knowingly facilitate, discuss or otherwise participate negotiate, directly or indirectly, any inquiry, proposal or offer (written or oral) with respect to an Alternative Transaction Proposal; (ii) furnish or disclose any non-public information to any Person in any discussions or negotiations regardingconnection with, or that would reasonably be expected to lead to, an Alternative Transaction Proposal; (iii) enter into any contract or other arrangement or understanding regarding an Alternative Transaction Proposal; or (iv) otherwise cooperate in any way with, or assist or participate in in, or knowingly facilitate or knowingly encourage any effort or attempt by any Person with respect to, to do or seek to do any of the foregoing. The Company agrees to (A) notify Purchaser promptly upon receipt of any Alternative ProposalTransaction Proposal by it, (ii) enter into or approve any Contract with respect or, to any Alternative Proposal or (iii) solicitthe knowledge of the Company, initiate or knowingly encourage, or take any other action designed or reasonably likely to facilitate, any inquiries or the making of any proposal that constitutes, or could reasonably be expected to lead to, any Alternative Proposal. During the Pre-Closing Period, Seller shallits Representatives, and shall cause its Affiliates (including, for the avoidance of doubt, the Company and its Subsidiaries) and Representatives to, immediately cease and cause to be terminated any and all existing activities, discussions or negotiations with any Persons conducted prior to or on the date of this Agreement with respect to any Alternative Proposal. During the Pre-Closing Period, Seller shall, and shall cause the Company to, promptly (and in any event within five (5) Business Days) notify Buyer after it or any of its Affiliates has received, during the Pre-Closing Period, any proposal, inquiry, offer or request relating to or constituting, or that could reasonably be expected to lead to, an Alternative Proposal. Such notice to Buyer shall indicate the identity of the Person making such proposal and describe the material terms and conditions of any such proposalAlternative Transaction Proposal in reasonable detail and (B) keep Purchaser reasonably informed on a current basis of any material modifications to such offer or information. Notwithstanding the foregoing, if any. During the Pre-Company (x) reasonably determines that the conditions to the parties’ obligations to complete the Tranche 2 Closing Period, Seller shall, also as promptly as practicable provide Buyer with are reasonably likely not to be satisfied prior to the termination of this Agreement and (iy) a copy of any has provided written notice or other written communication from any Person informing Sellerto the Purchaser of such determination, the Company or may discuss with third parties potential alternative financing transactions (it being understood that the Company shall not thereby be relieved of any of their respective Affiliates during the Pre-Closing Period that it is considering makingits other obligations hereunder, or has made a proposal regarding an Alternative Proposal, (ii) a copy of any Alternative Proposal (or any amendment thereof) received by Seller, the Company or any of their respective Affiliates during the Pre-Closing Period and (iii) such other details of any such Alternative Proposal that Buyer may reasonably requestincluding under Section 4.01).

Exclusive Dealing. During the period from From the date of this Agreement to until the earlier to occur of the Closing or Date and the termination of this Agreement in accordance with Article VII (the “Pre-Closing Period”)pursuant to Section 8.01, each of Seller Guarantor and Seller shall not, nor and shall Seller permit any of its Affiliates (including, for the avoidance of doubt, the Company cause each Transferred Subsidiary and its Subsidiaries) or their respective other affiliates and their respective Representatives not to, directly or indirectly (i) initiate, continuesolicit, follow up on encourage, facilitate or otherwise participate engage in any discussions or negotiations regarding, or otherwise cooperate in any way with, or assist or participate in knowingly provide any effort or attempt by any Person with respect information to, any Alternative ProposalPerson (other than Purchaser, (iiits affiliates, any of their respective Representatives or as otherwise provided for in this Agreement or any Ancillary Agreement) enter into or approve any Contract with respect to any Alternative Proposal or (iii) solicit, initiate or knowingly encourageconcerning, or take any other action designed with a view to facilitate or reasonably likely to facilitateconsummate, any inquiries purchase or the making sale, transfer, assignment, pledge, encumbrance, hypothecation or other disposal of any proposal that constitutesTransferred Quotas or any material assets of any Transferred Subsidiary or any merger, consolidation, amalgamation or could reasonably be expected to lead toany similar transactions involving any Transferred Subsidiary or any material assets of any Transferred Subsidiary (in each case, any Alternative Proposalother than the sale of products or services in the ordinary course of business consistent with past practice) (each such transaction, an “Acquisition Transaction”). During the Pre-Closing Period, Seller shall, shall (and shall cause its Affiliates affiliates (including, for including the avoidance of doubt, the Company and its Transferred Subsidiaries) and their respective Representatives to, immediately ) cease and cause to be terminated any and all existing activitiesdiscussions, discussions communications or negotiations with any Persons Person (other than Purchaser, its affiliates and their respective Representatives) conducted prior to or on the date of this Agreement heretofore with respect to any Alternative ProposalAcquisition Transaction. During the Pre-Closing Period, Seller shall, and shall cause the Company to, promptly (and in any event within Within five (5) Business DaysDays following the date hereof, Seller shall, or shall cause a Representative of Seller or the Transferred Subsidiaries to, instruct any Person that received nonpublic information regarding the Business or any Transferred Subsidiary in connection with such Person’s consideration of any Acquisition Transaction within the last twelve (12) months to return or destroy all such information in accordance with the confidentiality agreement entered into between Seller (or one of its affiliates) and any such Person. Subject to any confidentiality agreements between Seller (or one of its affiliates) and any third parties existing as of the date of this Agreement, Seller shall promptly (but in any event within forty-eight (48) hours of receipt thereof) notify Buyer after it or Purchaser orally and in writing of any indication of its Affiliates has received, during the Pre-Closing Period, any proposalinterest, inquiry, proposal, offer or request for information relating to an Acquisition Transaction that is received by Seller or constitutingits affiliates (including the Transferred Subsidiaries) on and after the date hereof and prior to the earlier of the Closing and the termination of this Agreement, or that could reasonably be expected to lead to, an Alternative Proposal. Such which notice to Buyer shall indicate include the identity of the Person making or submitting such proposal and the material terms and conditions indication of such interest, inquiry, proposal, if any. During the Pre-Closing Period, Seller shall, also as promptly as practicable provide Buyer with (i) a copy of any written notice offer or other written communication from any Person informing Seller, the Company or any of their respective Affiliates during the Pre-Closing Period that it is considering making, or has made a proposal regarding an Alternative Proposal, (ii) a copy of any Alternative Proposal (or any amendment thereof) received by Seller, the Company or any of their respective Affiliates during the Pre-Closing Period and (iii) such other details of any such Alternative Proposal that Buyer may reasonably request.

Exclusive Dealing. During the period from the date of this Agreement Prior to the earlier of the Closing or the termination of this Agreement in accordance with Article VII (Agreement, the “Pre-Closing Period”), Seller Company shall not, nor and shall Seller not permit any of its Affiliates (includingSubsidiaries to, for the avoidance of doubt, and the Company and its Subsidiaries) Subsidiaries shall not authorize or Representatives topermit any officer, directly director or indirectly (i) initiate, continue, follow up on or otherwise participate in any discussions or negotiations regardingemployee of, or otherwise cooperate in any way withfinancial advisor, or assist or participate in any effort or attempt by any Person with respect toattorney, any Alternative Proposal, (ii) enter into or approve any Contract with respect to any Alternative Proposal or (iii) solicit, initiate or knowingly encourage, or take any other action designed or reasonably likely to facilitate, any inquiries or the making of any proposal that constitutes, or could reasonably be expected to lead to, any Alternative Proposal. During the Pre-Closing Period, Seller shall, and shall cause its Affiliates (including, for the avoidance of doubt, the Company and its Subsidiaries) and Representatives to, immediately cease and cause to be terminated any and all existing activities, discussions or negotiations with any Persons conducted prior to or on the date of this Agreement with respect to any Alternative Proposal. During the Pre-Closing Period, Seller shall, and shall cause the Company to, promptly (and in any event within five (5) Business Days) notify Buyer after it or any of its Affiliates has received, during the Pre-Closing Period, any proposal, inquiry, offer or request relating to or constituting, or that could reasonably be expected to lead to, an Alternative Proposal. Such notice to Buyer shall indicate the identity of the Person making such proposal and the material terms and conditions of such proposal, if any. During the Pre-Closing Period, Seller shall, also as promptly as practicable provide Buyer with (i) a copy of any written notice accountant or other written communication from any Person informing Selleradvisor or representative retained by, the Company or any of their respective Affiliates during its Subsidiaries to, solicit, initiate, knowingly encourage or facilitate the Pre-Closing Period that it is considering makingsubmission of proposals or offers relating to a Takeover Proposal or endorse or enter into any agreement with respect to, any Takeover Proposal. The Company shall promptly advise FACO orally and in writing of any Takeover Proposal or any inquiries or discussions with respect thereto and shall promptly, but in any event within two Business Days of receipt, furnish to FACO a copy of any such written proposal or a written summary of the material terms of any such oral proposal. Neither the Board of Directors of the Company nor any committee thereof shall (a) withdraw or modify, or propose to withdraw or modify, in a manner adverse to FACO the approval or recommendation by the Board of Directors of the Company of the Mergers or this Agreement or (b) approve or recommend, or propose to approve or recommend, any Takeover Proposal or any other acquisition of outstanding Company Common Stock other than pursuant to the Mergers or this Agreement. Notwithstanding the foregoing, nothing contained in this Agreement shall prevent the Board of Directors of the Company from (i) furnishing information pursuant to appropriate terms of confidentiality concerning the Company and its business, properties or assets to a Person who has made indicated, without any solicitation by the Company or any Subsidiary or representative thereof after the date of this Agreement, an interest in making a proposal regarding an Alternative Takeover Proposal, (ii) engaging in discussions or negotiations with such unsolicited Person, (iii) following receipt of a copy Takeover Proposal from an unsolicited Person, taking and disclosing to its shareholders a position contemplated by Rule 14e-2(a) under the Exchange Act or otherwise making disclosure to its shareholders, (iv) following receipt of any Alternative a Takeover Proposal (from an unsolicited Person, failing to make or any amendment thereof) received by Sellerwithdrawing or modifying its recommendation and/or declaration of advisability of the Mergers and/or adoption of this Agreement, and to the extent it does so, the Company may refrain from calling, providing notice of and/or holding the Company Shareholders Meeting to adopt this Agreement and from soliciting proxies or any consents to secure the vote of their respective Affiliates during its shareholders to adopt this Agreement, (v) waiving the Pre-Closing Period and (iii) such other details provisions of any confidentiality and/or standstill agreement to which the Company is a party, (vi) taking any action required to be taken by any non-appealable, final order of a court of competent jurisdiction and/or (vii) making any disclosure or filing required by applicable law (including Delaware state law and the rules and regulations promulgated under the federal securities laws), stock exchange rules or the rules, regulations or order of any Governmental Entity (including the SEC), but in each case referred to in the foregoing clauses (i) through (v) only to the extent that the Board of Directors of the Company shall have concluded in good faith after consulting with its outside legal counsel and financial advisor that the failure to take such Alternative Proposal that Buyer may reasonably requestaction would be inconsistent with the discharge of its fiduciary duties to the shareholders of the Company under applicable law.

Exclusive Dealing. During the period from the date of this Agreement to the earlier of the Closing or the termination of this Agreement in accordance with Article VII (the “Pre-Closing Period”), Seller shall not, nor shall Seller permit any of its Affiliates (including, for the avoidance of doubt, the Company and its Subsidiaries) or Representatives to, directly or indirectly (i) initiate, continue, follow up on or otherwise participate in any discussions or negotiations regarding, or otherwise cooperate in any way with, or assist or participate in any effort or attempt by any Person with respect to, any Alternative Proposal, (ii) enter into or approve any Contract with respect to any Alternative Proposal or (iii) solicit, initiate or knowingly encourage, or take any other action designed or reasonably likely to facilitate, any inquiries or the making of any proposal that constitutes, or could reasonably be expected to lead to, any Alternative Proposal. During the Pre-Closing Period, Seller shallnone of the Company or Merger Sub will take any action to knowingly initiate, solicit or engage in discussions or negotiations with, or knowingly provide any information to, any Person (other than the SPAC and the SPAC’s Representatives) concerning an initial public offering, recapitalization or refinancing of any member of the Company Entities (other than as contemplated by this Agreement and the other Transaction Documents, including the Subscription Agreements), any purchase of a majority of the outstanding Company Shares or any merger, sale of a majority of the assets of the Company Entities or similar transactions involving the Company Entities or their respective securities (other than assets sold in the Ordinary Course of Business and licenses (whether exclusive or non-exclusive) of the Intellectual Property Rights of a third Person) (each such transaction, an “Alternative Transaction”); provided, that this Section 5.04 will not apply to the Company or Company’s Representatives in connection with shareholder communications related to the transactions contemplated by this Agreement and the other Transaction Documents or the execution, delivery and performance thereof. The Company will, and shall will cause its Affiliates (including, for the avoidance of doubt, the Company and its Subsidiaries) and Representatives Subsidiaries to, immediately cease and cause to be terminated (a) any and all existing activitiesdiscussions, discussions communications or negotiations with any Persons Person (other than the SPAC and the SPAC’s Representatives, the PIPE Investors with respect to the PIPE Investment) conducted prior to or on the date of this Agreement heretofore with respect to any Alternative Proposal. During the Pre-Closing Period, Seller shallTransaction, and shall cause (b) any such Person’s and its authorized Representatives’ access to any electronic data room granted in connection with any acquisition transaction. In the Company to, promptly (and in event that any event within five (5) Business Days) notify Buyer after it or any of its Affiliates has received, during the Pre-Closing Period, any proposal, inquiry, offer or request relating unsolicited inquiry is made by a potential party to or constituting, or that could reasonably be expected to lead to, an Alternative Proposal. Such notice to Buyer shall indicate the identity of the Person making such proposal and the material terms and conditions of such proposalTransaction, if any. During the Pre-Closing Period, Seller shall, also as promptly as practicable provide Buyer with (i) a copy of any written notice whether formal or other written communication from any Person informing Sellerinformal, the Company or any will (to the extent permissible under the Takeover Code) notify the SPAC that such contact has occurred. Page 61 of their respective Affiliates during the Pre-Closing Period that it is considering making104 Agreement and Plan of Merger, or has made a proposal regarding an Alternative Proposalby and among Babylon Holdings Limited, (ii) a copy of any Alternative Proposal (or any amendment thereof) received by SellerLiberty USA Merger Sub, the Company or any of their respective Affiliates during the Pre-Closing Period and (iii) such other details of any such Alternative Proposal that Buyer may reasonably request.Inc.and Alkuri Global Acquisition Corp.

Exclusive Dealing. During (a) Through the period from beginning as of the date hereof through the date of this Agreement to the earlier of the Closing or the termination of this Agreement in accordance with Article VII Agreement, Sellers and Ecusta Subsidiaries shall not (the “Pre-Closing Period”), Seller shall not, nor shall Seller will they permit any of its Affiliates their officers, directors, agents, representatives (including, for the avoidance of doubt, the Company including bankers and its Subsidiariesattorneys) or Representatives affiliates to), directly or indirectly indirectly, take any of the following actions with any party other than Buyers or any of their Affiliates: (a) solicit or respond to any request for information or any offer or inquiry from any other person regarding, or enter into any discussions, negotiations, agreements, understandings or arrangements for, the acquisition of (i) initiate, continue, follow up on any or otherwise participate all of the Purchased Assets 77 84 (other than the sale of Business Products in any discussions or negotiations regarding, or otherwise cooperate in any way with, or assist or participate in any effort or attempt by any Person the ordinary course of business consistent with respect to, any Alternative Proposalpast practice), (ii) enter into or approve any Contract with respect to any Alternative Proposal or of the Ecusta Stock, (iii) solicitany of the German Assets (other than the sale of inventory in the ordinary course of business consistent with past practice) or (iv) the Parking Lot, initiate (b) solicit or knowingly encouragerespond to any request for information or any offer or inquiry from any other person regarding, or take enter into any other action designed discussions, negotiations, agreements, understandings or reasonably likely to facilitatearrangements for the establishment of an arrangement for, any inquiries the distribution of the Business Products, or (c) disclose the existence or content of the discussions between the parties hereto or the making of any proposal that constitutes, or could reasonably be expected to lead to, any Alternative Proposal. During the Pre-Closing Period, Seller shall, and shall cause its Affiliates (including, for the avoidance of doubt, the Company and its Subsidiaries) and Representatives to, immediately cease and cause to be terminated any and all existing activities, discussions or negotiations with any Persons conducted prior to or on the date existence of this Agreement with respect or the Ancillary Agreements; provided, however, that the restrictions set forth in clause (a) shall not be applicable to actions taken in response to any Alternative Proposalunsolicited offer where compliance with these restrictions would cause a violation of the fiduciary duties of Glatfelter's board of directors as determined by the board of directors after consulting with nationally recognized counsel; and provided, further, that the restrictions in clause (c) shall not be applicable in the event that Glatfelter determines that it is required by law or by the rules of the New York Stock Exchange to make such disclosure. During In the Pre-Closing Period, Seller shall, and event that after the date hereof Sellers shall cause the Company to, promptly (and in receive any event within five (5) Business Days) notify Buyer after it or any of its Affiliates has received, during the Pre-Closing Period, any proposal, inquiryrequest, offer or request relating to proposal, directly or constitutingindirectly, or that could reasonably be expected to lead to, an Alternative Proposal. Such notice to Buyer shall indicate the identity of the Person making such proposal and the material terms and conditions type referred to in clauses (a) or (b) above, Sellers shall promptly inform Buyers of such offer or proposal, if any. During the Pre-Closing Period, Seller shall, also as promptly as practicable provide Buyer with (i) a copy of any written notice or other written communication from any Person informing Seller, the Company or any of their respective Affiliates during the Pre-Closing Period that it is considering making, or has made a proposal regarding an Alternative Proposal, (ii) a copy of any Alternative Proposal (or any amendment thereof) received by Seller, the Company or any of their respective Affiliates during the Pre-Closing Period and (iii) such other details of any such Alternative Proposal that Buyer may reasonably request.